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EXHIBIT 10.14
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is entered into effective
as of the 1st day of January, 1999 (the "Effective Date"), by and between
Trinity Industries, Inc., a Delaware corporation (the "Company") and W. Ray
Wallace (the "Consultant").
RECITALS
A. Consultant is retiring as Chief Executive Officer of the Company
and Chairman of the Board of Directors of the Company (the "Board") effective as
of December 31, 1998, and will remain as a director of the Company.
B. Consultant possesses certain experience, knowledge and skills and
certain historic information regarding the operation of the Company which the
Board and the successor Chief Executive Officer ("CEO") desire to retain the
ability to use, as needed.
C. Consultant has agreed to serve as a consultant for the Company and
to provide such consulting services as requested from time to time by the Board
and CEO during the term of this Agreement.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Consulting Relationship. The Board hereby retains Consultant and
Consultant hereby agrees to be retained by the Board as an employee of the
Company.
2. Consulting Services. Consultant agrees that during the term of this
Agreement, he shall perform such consulting services as requested by the Board
or CEO from time to time, subject to the following:
(a) Consultant shall be available to render consulting
services to the Company under this Agreement as the Board or CEO shall
request.
(b) The parties understand and agree that Consultant shall
report directly to the Board and CEO. Consultant may perform the
consulting services hereunder at places other than the principal
offices of the Company.
(c) Consultant shall not be required to provide more than
two-hundred forty (240) hours of service per year under this
Agreement.
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3. Consulting Fees and Other Emoluments
(a) The Company agrees to pay Consultant for his services under this
Agreement the sum of $10,000 per month, beginning on January 1, 1999 payable
semi-monthly, whether or not services are actually rendered under this
Agreement.
(b) During the term hereof, Consultant shall be entitled to
emoluments, which will be provided either directly by the Company or by
reimbursement to the Consultant, as follows:
(i) The Company will provide Consultant with a furnished
office of a comparable size and character to that occupied by Consultant prior
to his retirement as Chairman and Chief Executive Officer of the Company,
provided such office space is located, in a building of Consultant's choice, in
the Preston Center, Turtle Creek, Crescent or downtown area of Dallas, Texas.
(ii) The Company will provide a company employee of
Consultant's choice to serve as an assistant providing secretarial and
administrative services.
(iii) The Company will provide expenses related to
Consultant's operation of his automobile, including regular maintenance and
upkeep.
(iv) Consultant shall also be entitled to use one of the
Company's airplanes for up to ten (10) hours a month at reasonable times, upon
reasonable notice and consistent with the Company's other requirements.
(v) Consultant shall be entitled to reimbursement for any and
all reasonable expenses incurred by Consultant on behalf of the Company.
(c) Additionally, the Company will provide medical coverage for
Consultant for the remainder of Consultant's life, substantially equivalent to
such coverage in effect for Consultant immediately prior to his retirement. This
obligation of the Company shall survive any termination of the Agreement.
4. Board Membership
(a) The Board will designate Consultant as Chairman Emeritus of the
Company effective as of the date of Consultant's retirement and resignation on
December 31, 1998, and such designation will continue during the term, and
survive any termination, of the Agreement.
(b) Consultant shall continue to serve as a member of the Board during
the term of the Agreement, provided Consultant is eligible to have his name
placed
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in nomination for re-election to the Board and is duly elected to the Board at
each Annual Meeting of the Company's stockholders.
5. Term of Agreement
(a) The initial term of this Agreement shall commence on January 1,
1999 and shall continue in full force and effect for a period of three (3)
years, ending on December 31, 2001 (the "Ending Date"), provided, however, the
Ending Date of the Agreement is automatically extended for an additional period
of one (1) year beginning December 31, 1999 and on each December 31st following
thereafter, unless either party notifies the other in writing of his or its
intent to terminate the Agreement (the "Notice"). The Notice will cause the
Agreement to terminate as of the second anniversary date of the Notice, and the
Notice shall be given on or before December 31st during any term of the
Agreement.
(b) This Agreement shall terminate upon the death of Consultant. In
addition, if Consultant becomes totally disabled (as hereinafter defined), the
Board may, in its discretion, at any time after such total disability, upon five
(5) days' prior written notice to Consultant, terminate this Agreement. "Total
disability" shall mean a physical or mental incapacity of such a nature that it
prevents Consultant from performing the consulting services requested by the
Board on a continuing and sustained basis for a period of more than six (6)
substantially consecutive months.
(c) Upon the termination of this Agreement, all the liabilities and
obligations of the Company and Consultant under the Agreement shall cease,
except as follows:
(i) The Company shall remain obligated to pay Consultant any
fees, expense reimbursements or other amounts owing for periods prior to the
date of termination of this Agreement.
(ii) The Company shall remain subject to the obligations
imposed by paragraphs 3(c) and 4(a).
6. Miscellaneous Provisions
(a) All tangible materials (whether original or duplicates), other
information in the possession or control of Consultant and all knowledge
acquired by Consultant which in any way relate or pertain to the Company's
business, including the business of any subsidiaries or affiliates of the
Company, whether furnished to Consultant by the Company or prepared, compiled or
acquired by Consultant while an employee of the Company or during the term of
this Agreement and which derive economic value from not being generally known to
the public or to people who can obtain economic value from their use or
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development, shall be preserved by Consultant as confidential material,
information or knowledge and shall not be disclosed to others, either during the
term of this Agreement or thereafter, without the prior written consent of the
Board.
(b) If any provision of this Agreement shall, for any reason, be
adjudged by any court of competent jurisdiction to be invalid or unenforceable,
such judgment shall not affect, impair, or invalidate the remainder of this
Agreement but shall be confined in its operation to the provisions of this
Agreement directly involved in the controversy in which such judgment shall have
been rendered. To the extent that the provisions of this Agreement are adjudged
to be invalid or unenforceable, this Agreement shall be construed and (in the
absence of such construction) reformed so as to allow the maximum benefit of the
provisions of this Agreement permitted by law.
(c) All notices and other communications hereunder must be delivered
in writing and shall be deemed to have been given if delivered by hand or mailed
by first class, registered mail, return receipt requested, postage and
registered fees prepaid, and addressed as follows:
(i) if to the Company:
Trinity Industries, Inc.
P.O. Box 568887
Dallas, Texas 75356-8887
Attention: Chief Executive Officer
(ii) if to Consultant:
W. Ray Wallace
4011 Miramar
Dallas, Texas 75205
(d) This Agreement embodies the entire understanding between the
parties hereto respecting the subject matter hereof and no change, alteration or
modification may be made except by authorization of the Board and except in
writing signed by both parties hereto.
(e) This Agreement shall in all respects be construed and enforced in
accordance with the laws of the State of Texas.
(f) Any successor to the Company shall be bound by the terms of this
Agreement in the same manner and to the same extent as the Company, and this
Agreement shall be binding upon Consultant, his heirs and legal representatives.
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IN WITNESS WHEREOF, the Company and Consultant have each duly
executed this Agreement the 23rd day of December, 1998, effective as of the date
and year first written above.
COMPANY:
TRINITY INDUSTRIES, INC.
By: /s/ JESS T. HAY
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Chairman, Human Resources Committee
of the Board of Directors
CONSULTANT:
/s/ W. RAY WALLACE
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W. Ray Wallace
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