Exhibit 10.14
TRINITY INDUSTRIES, INC.
SHORT-TERM MANAGEMENT INCENTIVE PLAN
Trinity Industries, Inc., a Delaware corporation (the
“Company”) adopts this Short-Term
Management Incentive Plan (the
“Plan”) for the purpose of (i) promoting the achievement of superior
financial and operating performance of Trinity Industries, Inc. and its
subsidiaries through the
awarding of annual cash incentives to participants in the Plan, (ii) rewarding participants who
make significant contributions to
the Company’s success, and (iii) providing
the Company a means to
attract, motivate and retain certain key senior officers. Compensation payable under the Plan is
intended to constitute
“qualified performance-based compensation” for the purposes of Section
162(m) of the Internal Revenue Code of 1986, as amended. The performance goal necessary for the
payment of compensation under the Plan will be achievement of positive Consolidated Net Income.
1. DEFINITIONS. As used herein, the following terms shall have the respective meanings
indicated:
(a)
“Board” shall mean the Board of Directors of
the Company.
(b) “Code” shall mean the Internal Revenue Code of 1986, as amended, or the corresponding
provisions of any subsequent federal internal revenue law.
(c) “Committee” shall mean the Human Resources Committee of the Board or such other committee
appointed by the Board to administer the Plan.
(d) “Company” shall mean Trinity Industries, Inc., a Delaware corporation.
(e)
“Consolidated Net Income” shall mean, for any Fiscal Year, the net income before
extraordinary items reported in
the Company’s annual consolidated statement of income included in
the Annual Report on Form 10-K, as filed with the Securities Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended.
(f)
“Eligible Executive” shall mean
the Company’s Chief Executive Officer and each of the four
other executive officers of
the Company that the Committee determines, in its discretion, is an
executive officer whose compensation will be required to be reported to stockholders under the
Securities Exchange Act of 1934, as amended.
(g) “Incentive Bonus” shall mean, for each Eligible Executive, an annual bonus opportunity
amount determined by the Committee pursuant to Section 3 below.
(h) “Regulations” shall mean the Treasury Regulations promulgated under the Code, as amended
from time to time.
2. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Committee, which shall
have full power and authority to construe, interpret and administer the Plan and shall have the
exclusive right to establish, adjust, pay or decline to pay the Incentive Bonus for each Eligible
Executive. Such power and authority shall include the right to exercise discretion to reduce by any
amount the Incentive Bonus payable to any Eligible Executive; provided, however, that the exercise
of such discretion with respect to any Eligible Executive shall not have the effect of increasing
the Incentive Bonus that is payable to any other Eligible Executive.
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3. ELIGIBILITY. Eligibility under this Plan is limited to Eligible Executives designated by
the Committee in its sole and absolute discretion.
4. AWARDS.
(a) Not later than the 90th day of each fiscal year of
the Company, the Committee, in its sole
and absolute discretion, shall designate one or more Eligible Executives as participants in the
Plan for such fiscal year and shall specify the terms and conditions for the determination and
payment of an Incentive Bonus to each such Eligible Executive for such fiscal year, including the
establishment of a targeted award for each Eligible Executive based on a percentage of the salary
of each Eligible Executive.
(b) The Committee may condition the payment of an Incentive Bonus upon satisfaction of such
objective or subjective standards as the Committee shall determine to be appropriate, in its sole
and absolute discretion, and shall retain the discretion to reduce the amount of any Incentive
Bonus that would otherwise be payable to an Eligible Executive (including a reduction in such
amount to zero).
(c) The Incentive Bonus payable to the Chief Executive Officer of
the Company with respect to
any fiscal year shall not exceed 1.5% of the Consolidated Net Income for such fiscal year. The
Incentive Bonus payable to any other Eligible Executive with respect to any fiscal year shall not
exceed 1.0% of the Consolidated Net Income for such fiscal year.
5. COMMITTEE CERTIFICATION. As soon as reasonably practicable after the end of each fiscal
year of
the Company, the Committee shall determine whether the stated performance goal has been
achieved and the amount of the Incentive Bonus to be paid to each Eligible Executive for such
fiscal year and shall certify such determinations in writing.
6. PAYMENT OF INCENTIVE BONUSES. Subject to any election duly and validly made by an Eligible
Executive with respect to the deferral of all or a portion of his or her Incentive Bonus, Incentive
Bonuses shall be paid in cash at such times and on such terms as are determined by the Committee in
its sole and absolute discretion.
7. NO RIGHT TO BONUS OR CONTINUED EMPLOYMENT. Neither the establishment of the Plan, the
provision for or payment of any amounts hereunder nor any action of
the Company, the Board or the
Committee with respect to the Plan shall be held or construed to confer upon any person (a) any
legal right to receive, or any interest in, an Incentive Bonus or any other benefit under the Plan
or (b) any legal right to continue to serve as an officer or employee of
the Company or any
subsidiary or affiliate of
the Company.
The Company expressly reserves any and all rights to
discharge any Eligible Executive without incurring liability to any person under the Plan or
otherwise.
8. WITHHOLDING.
The Company shall have the right to withhold, or require an Eligible Executive
to remit to
the Company, an amount sufficient to satisfy any applicable federal, state, local or
foreign withholding tax requirements imposed with respect to the payment of any Incentive Bonus.
9. NONTRANSFERABILITY. Except as expressly provided by the Committee, the rights and benefits
under the Plan are personal to an Eligible Executive and shall not be subject to any voluntary or
involuntary alienation, assignment, pledge, transfer or other disposition.
10. UNFUNDED PLAN.
The Company shall have no obligation to reserve or otherwise fund in
advance any amounts that are or may in the future become payable under the Plan. Any funds that the
Company, acting in its sole and absolute discretion, determines to reserve for future payments
under the Plan may be commingled with other funds of
the Company and need not in any way be
segregated from other assets or funds held by
the Company. An Eligible Executive’s rights to
payment under the Plan shall be limited to those of a general creditor of
the Company.
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11. ADOPTION, AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN.
(a) Subject to the approval of the Plan by the holders of a majority of
the Company common
stock represented and voting on the proposal at the annual meeting of Company stockholders to be
held on
July 19, 2000 (or any adjournment thereof), the Plan shall be effective for the fiscal year
of
the Company commencing
April 1, 2000 and shall continue in effect until terminated by the Board.
Upon such approval of the Plan by
the Company’s stockholders, all Incentive Bonuses awarded under
the Plan on or after
July 19, 2000 shall be fully effective as if the stockholders had approved the
Plan on or before
April 1, 2000.
(b) Subject to the limitations set forth in this subsection, the Board may at any time suspend
or terminate the Plan and may amend it from time to time in such respects as the Board may deem
advisable; provided, however, that the Board shall not amend the Plan in any of the following
respects without the approval of stockholders:
(1) To increase the maximum amount of Incentive Bonus that may be paid under the Plan or
otherwise materially increase the benefits accruing to any Eligible Executive under the Plan;
(2) To materially modify the requirements as to eligibility for participation in the Plan;
(3) To change the material terms of the stated performance goal.
(c) No Incentive Bonus may be awarded during any suspension or after termination of the Plan,
and no amendment, suspension or termination of the Plan shall, without the consent of the person
affected thereby, alter or impair any rights or obligations under any Incentive Bonus previously
awarded under the Plan.
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