EXHIBIT 10.3
AMENDMENT NO. 4 TO
TRINITY INDUSTRIES, INC.
SUPPLEMENTAL RETIREMENT PLAN
WHEREAS, TRINITY INDUSTRIES, INC. (the "Company") has heretofore adopted,
for the benefit of certain executive and managerial employees, the TRINITY
INDUSTRIES, INC. Supplemental Retirement Plan (the "Plan"); and
WHEREAS, pursuant to Section 6.1 of the Plan, the Company desires to amend
the Plan in certain particulars.
NOW, THEREFORE, the Plan is hereby amended in the following respects:
1. Section 4.3 of the Plan is hereby revised to be and read as follows:
"4.3 If a Participant's services with the Company are terminated prior to his
eligibility to receive early, normal or late Retirement benefits under his
Base Plan, he shall forfeit all right, for himself and his Beneficiary, to
any benefits under this Plan; provided, however, that in the event that
such services are terminated for any reason (other than death or
disability) after the occurrence of a `Change in Control' (as hereinafter
defined), then such Participant shall not forfeit his right to benefits
hereunder and shall be entitled to the difference between (i) his `accrued
benefit' as determined under his Base Plan as of the date of such
termination by not taking into account Sections 401(a)(17) and 415 of the
Code and (ii) his `accrued benefit' determined under such Base Plan as of
the date of such termination by taking into account Sections 401(a)(17)
and 415 of the Code, plus (iii) if the applicable Base Plan is the Trinity
Industries, Inc. Standard Pension Plan any increase in such difference
attributable to a determination of the Participant's `accrued benefit'
under such Standard Pension Plan by taking into account as `Compensation'
amounts otherwise excluded under the Supplemental Profit Sharing Plan for
Employees of Trinity Industries, Inc. and Certain Affiliates, with the
total of such amount payable to the Participant in a lump sum cash payment
within five (5) days following such termination.
For purposes of this Plan a `Change in Control' shall be deemed to
have occurred if the event set forth in any one of the following
paragraphs shall have occurred:
(a) any person is or becomes the Beneficial Owner, directly or
indirectly, of securities of Trinity Industries, Inc.
(`Trinity') (not including in the securities beneficially
owned by such Person any securities acquired directly from
Trinity or its Affiliates) representing 30% or more of the
combined voting power of Trinity's then outstanding
securities, excluding any Person who becomes such Beneficial
Owner in connection with a transaction described in clause (i)
of paragraph (c) below; or
(b) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals
who, on May 6, 1997, constitute the Board and any new director
(other than a director whose initial assumption of office in
connection with an actual or threatened election contest,
including but not limited to a consent solicitation, relating
to the election of directors of Trinity) whose appointment or
election by the Board or nomination for election by Trinity's
stockholders was approved or recommended by a vote of at least
two-thirds (2/3) of the directors then still in office who
either were directors on May 6, 1997, or whose appointment,
election or nomination for election was previously so approved
or recommended; or
(c) there is consummated a merger or consolidation of Trinity or
any direct or indirect subsidiary of Trinity with any other
corporation, other than (i) a merger or consolidation which
would result in the voting securities of Trinity outstanding
immediately prior to such merger or consolidation continuing
to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity of
any parent thereof) at least 60 percent of the combined voting
power of the securities of Trinity or such surviving entity or
any parent thereof outstanding immediately after such merger
or consolidation, or (ii) a merger or consolidation effected
to implement a recapitalization of Trinity (or similar
transaction) in which no Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of Trinity (not
including in the securities Beneficially Owned by such Person
any securities acquired directly from Trinity or its
Affiliates other than in connection with acquisitions by
Trinity or its Affiliates of a business representing 30
percent or more of the combined voting power of Trinity's then
outstanding securities; or
(d) the stockholders of Trinity approve a plan of complete
liquidation or dissolution of Trinity or there is consummated
an agreement for the sale or disposition of Trinity of all or
substantially all of Trinity's assets, other than a sale or
disposition by Trinity of all or substantially all of
Trinity's assets to an entity, at least 60 percent of the
combined voting power of the voting securities of which are
owned by stockholders of Trinity in substantially the same
proportions as their ownership of Trinity immediately prior to
such sale.
For purposes hereof:
`Affiliate' shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Exchange Act.
`Beneficial Owner' shall have the meaning set forth in Rule 13d-3
under the Exchange Act.
`Exchange Act' shall mean the Securities Exchange Act of 1934, as
amended from time to time.
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`Person' shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall include (i) Trinity or any of
its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of Trinity or any of its
Affiliates, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities or (iv) a corporation
owned, directly or indirectly, by the stockholders of Trinity in
substantially the same proportions as their ownership of stock of
Trinity."
2. Section 4.4 of the Plan is hereby revised to be and read as follows:
"4.4 Benefits from the Plan shall be actuarially computed amounts payable to a
Participant or Beneficiary so that the annual payments such Participant or
Beneficiary shall receive from this Plan (as limited by the final sentence
of this Section) and from the Base Plan shall equal the amount of the
payments which the Participant would have received at Retirement under the
Base Plan except for the operation of Section 401(a)(17) or Section 415 of
the Code, plus if the applicable Base Plan is the Trinity Industries, Inc.
Standard Pension Plan, any increase in such difference attributable to a
determination of the Participant's `accrued benefit' under such Standard
Pension Plan by taking into account as `Compensation' amounts otherwise
excluded under the Supplemental Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates. The Plan shall not
compensate any Participant or Beneficiary for any adverse effects to the
Participant which result in a reduction of benefits available from the
Base Plan due to changes in the Base Plan benefit formula, social security
laws or other laws and rules."
IN WITNESS WHEREOF, the Company has executed this Amendment No. 4 on the
_____ day of _________________, 2004, effective as of _________________ ____,
_____.
TRINITY INDUSTRIES, INC.
By:___________________________________
Title:________________________________
ATTEST:
__________________________
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