Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined)~~:

☐Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

* The Annual Meeting will be conducted via audio webcast online and a completely virtual meeting of stockholders due to the ~~ongoing~~ public health impact of the ongoing global COVID-19 pandemic. This decision was made in light of the protocols that federal, state, and local governments have imposed or may impose in the near future and taking into account the health and safety of our stockholders, directors and members of management and is consistent with the Company’s safety and health core values. You may virtually attend, ask questions relating to meeting matters and vote during the Annual Meeting via the live audio webcast on the Internet at the link above. You will not be able to attend the Annual Meeting in person. There will be no physical location for stockholders to attend.

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to Triumph Group, Inc.’s (the “Company”) future operations and prospects, including statements that are based on current projections and expectations about the markets in which it operates, and management's beliefs concerning future performance and capital requirements based upon current available information. Such statements are based on management's beliefs as well as assumptions made by and information currently available to management. When used in this document, words like "may," "might," "will," "expect," "anticipate," "plan," "believe," "potential," and similar expressions are intended to identify forward-looking statements. Actual results could differ materially from management's current expectations. For example, there can be no assurance that additional capital will not be required or that additional capital, if required, will be available on reasonable terms, if at all, at such times and in such amounts as may be needed by the ~~Company~~.Company. In addition to these factors, among other factors that could cause actual results to differ materially, are uncertainties relating to the integration of acquired businesses, general economic conditions affecting the Company’s business segments, the impact of the dependence of certain of the Company’s businesses on certain key customers, the risk that the Company will not realize all of the anticipated benefits from acquisitions as well as competitive factors relating to the aerospace industry. Further, widespread health developments, including the ~~recent~~ongoing global coronavirus (“COVID-19”) pandemic, and the responses thereto (such as voluntary and in some cases, mandatory quarantines as well as shut downs and other restrictions on travel and commercial, social and other activities) could adversely and materially affect, among other things, the economic and financial markets and labor resources of the countries in which the Company operates, the Company’s manufacturing and supply chain operations, commercial operations and sales force, administrative personnel, third-party service providers, business partners and customers and the demand for the Company’s products, which could result in a material adverse effect on the Company’s business, financial conditions and results of operations. For more information on the potential factors that could affect the Company’s financial results and business, review the Company’s filings with the Securities and Exchange Commission, including, but not limited to, its Annual Report on Form 10-K for the fiscal year ended March 31, 2022, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K. The Company does not intend to update publicly any forward-looking statements except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Proxy Statement may not occur.

Triumph Group, Inc. (“Triumph”, the “Company”, “we”, “us” or “our”) first made these materials available to stockholders on or about June ~~2, 2020~~3, 2022 on the Internet or, upon your request, has delivered printed proxy materials to you, in connection with the solicitation of proxies by the Board of Directors of the Company for use at our ~~2020~~2022 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on ~~Thursday,~~Friday, July ~~16, 2020~~ 15, 2022 at 9:00 a.m. Eastern Time. The Company will conduct the Annual Meeting virtually via a live audio webcast on the Internet in light of the ~~ongoing~~ public health impact of the ~~current~~ongoing global coronavirus (“COVID-19”) pandemic. The decision to conduct a virtual meeting of stockholders this year was made in light of the protocols that federal, state, and local governments have imposed or may impose in the near future and taking into account the health and safety of our stockholders, directors and members of management and is consistent with the Company’s safety and health core values. You may virtually attend, ask questions relating to meeting matters and vote during the Annual Meeting by visiting: www.virtualshareholdermeeting.com/~~TGI2020~~TGI2022. Only stockholders of record at the close of business on May ~~18, 2020~~16, 2022 are entitled to notice of, and to vote at, the Annual Meeting, or at any adjournment or postponement thereof.

To virtually attend the Annual Meeting, visit www.virtualshareholdermeeting.com/~~TGI2020~~TGI2022and enter the 16-digit control number included on your Notice Regarding the Availability of Proxy Materials for the Annual Meeting,, on your proxy card, or on the voting instructions that accompanied your proxy materials. Check-in for the Annual Meeting will begin at 8:45 a.m. Eastern Time and we encourage you to check-in prior to the start of the Annual Meeting and to allow ample time for the check-in procedures. The meeting will begin promptly at 9:00 a.m. Eastern ~~Time~~.Time. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page. A list of stockholders of record entitled to vote shall be open to any stockholder for any purpose relevant to the Annual Meeting for ten days before the Annual Meeting, during normal business hours, at the Company’s corporate office. A list of stockholders as of the close of business on the record date will also be available for examination by the stockholders at the Annual Meeting.

In accordance with rules adopted by the Securities and Exchange Commission (“SEC”), we may furnish proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2020~~2022 to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice Regarding the Availability of Proxy Materials (the “Notice”) for the Annual Meeting that was mailed to most of our stockholders will instruct you as to how you may access and review all of the proxy materials for the Annual Meeting on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. You may request printed copies up until one year after the date of the Annual Meeting.

The website on which you will be able to view our proxy materials will also allow you to choose to receive all future proxy materials electronically, which will save the Company the cost of printing and mailing documents to you. If you choose to receive future proxy materials electronically, you will receive an email next year with instructions containing a link to the proxy voting site. Your election to receive proxy materials electronically will remain in effect until you terminate it.

Sending a signed proxy will not affect your right to participate in the Annual Meeting and cast your vote during the meeting because the proxy is revocable. You have the power to revoke your proxy by, among other methods, giving written notice to the Secretary of the Company at any time before your proxy is exercised or by virtually attending the Annual Meeting and voting via the internet at by visiting www.virtualshareholdermeeting.com/~~TGI2020 (a~~TGI2022. A legal proxy is required if you hold your shares in street name and you plan to vote via the Internet at the Annual ~~Meeting).~~Meeting.

In the absence of contrary instructions, the shares represented by proxies that are properly dated, executed and returned, will be voted:

“FOR” the approval, by advisory vote, of the compensation paid to our named executive officers for fiscal year ~~2020;~~2022;

“FOR” ~~the approval of the Amended and Restated 2018 Equity Incentive Plan (the “Plan”) to increase the number of shares available for issuance under the Plan;~~

~~“FOR”~~ the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, ~~2021;~~2023;

“"AGAINST” the ~~stockholder proposal to reduce~~adoption of a policy and amendment of the ~~threshold to call special stockholder meetings to 15%~~Company's governing documents so that two separate people hold the office of ~~outstanding shares.~~ Chairman and Chief Executive Officer of the Company.

Holders of record of our common stock as of the close of business on May ~~18, 2020~~16, 2022 (the “Record Date”), will be entitled to notice of, and to vote at, the Annual Meeting and any postponements or adjournments ~~thereof~~.thereof. Holders of shares of common stock are entitled to vote on all matters properly brought before the Annual Meeting.

As of the Record Date, there were ~~51,898,357~~64,672,068 shares of common stock outstanding and entitled to vote on the election of directors and all of the other matters discussed in this Proxy Statement. No shares of our preferred stock were outstanding as of the Record Date. Each outstanding share of common stock entitles the holder to one vote. All votes will be counted by ~~Computershare, our transfer agent.~~Broadridge Financial Solutions, Inc.

The presence virtually or represented by proxy of the holders of a majority of the stock issued and outstanding and entitled to vote is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present at the Annual Meeting.

In an uncontested election (which is the case for the election of directors at the Annual Meeting), a majority of the votes cast at any meeting for the election of directors at which a quorum is present shall elect directors. A majority of the votes cast means that the number of shares voted “for” a director nominee’s election exceeds 50% of the number of votes cast with respect to that director’s election. Votes cast shall include direction to withhold authority in each ~~case and abstentions~~case. Abstentions and broker non-votes are not considered votes cast on this proposal and, therefore, will have no effect on the results of the vote on this proposal. Our Amended and Restated Bylaws (the “Bylaws”) contain detailed procedures to be followed in the event that one or more directors do not receive a majority of the votes cast at the Annual Meeting.

Proposal No. 2 – Approval, by Advisory Vote, of Compensation Paid to our Named Executive Officers for Fiscal Year ~~2020~~2022

Approval, by advisory vote, of the compensation paid to our named executive officers for fiscal year ~~2020~~2022 will require the affirmative vote of holders of a majority of the shares having voting power present virtually or represented by proxy. Abstentions are counted toward the tabulation of votes on this proposal and will have the same effect as a negative vote. Broker non-votes will have no effect on the results of the vote on this proposal. The vote on this proposal is advisory in nature and, therefore, not binding on the Company. However, our Board and the ~~Compensation~~Human Capital and ~~Management Development~~Compensation Committee (the “Compensation Committee”) will consider the outcome of this vote in its future deliberations regarding executive compensation.

Proposal No. 3 ~~– Approval of the Amended and Restated Triumph Group, Inc. 2018 Equity Incentive Plan to Increase the Number of Shares Available for Issuance Under the Plan~~

Approval of the Amended and Restated Triumph Group, Inc. 2018 Equity Incentive Plan to increase the number of shares available for issuance under the Plan will require the affirmative vote of the holders of a majority of the shares having voting power present virtually or represented by proxy. Abstentions are counted toward the tabulation of votes on this proposal and will have the same effect as a negative vote. Broker non-votes will have no effect on the results of the vote on this proposal.

~~Proposal No. 4~~ – Ratification of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending March 31, ~~2021~~2023

Ratification of the Audit ~~Committee’s~~Committee's selection of our independent registered public accounting firm will require the affirmative vote of holders of a majority of the shares having voting power present virtually or represented by proxy. Abstentions are counted toward the tabulation of votes on this proposal and will have the same effect as a negative vote. The ratification of the selection of our independent registered public accounting firm is considered a routine matter. Therefore, no broker non-votes are expected with respect to this proposal.

Proposal No. 4 – Approval of the adoption by the Company's Board of Directors of a plan intended to help avoid the imposition of certain limitations on the Company's ability to fully use certain tax attributes, including, without limitation, the Tax Benefits Preservation Plan, dated March 11, 2022, by and between the Company and Computershare Trust Company, N.A., as may be amended or extended in accordance with its terms

Approval of the adoption by the Company's Board of Directors of a plan intended to help avoid the imposition of certain limitations on the Company's ability to fully use certain tax attributes, including, without limitation, the Tax Benefits Preservation Plan, dated March 11, 2022, by and between the Company and Computershare Trust Company, N.A., as may be amended or extended in accordance with its terms will require the affirmative vote of the holders of a majority of the shares having voting power present virtually or represented by proxy. Abstentions are counted towards the tabulation of votes on this proposal and will have the same effect as a negative vote. Broker non-votes will have no effect on the results of the vote on this proposal.

Proposal No. 5 – Stockholder Proposal to ~~Reduce~~adopt a policy and amend the ~~Threshold to Call Special Stockholder Meetings to 15%~~Company's governing documents so that two separate people hold the office of ~~Outstanding Shares~~Chairman and Chief Executive Officer of the Company.

Approval of the stockholder proposal to ~~reduce~~adopt a policy and amend the ~~threshold to call special stockholder meetings~~Company's governing documents so that two separate people hold the office of Chairman and Chief Executive Officer of the Company will require the affirmative vote of holders of a majority of the shares having voting power present virtually or represented by proxy. Abstentions are counted toward the tabulation of votes on this proposal and will have the same effect as a negative vote. Broker non-votes will have no effect on the results of the vote on this proposal.

The Board of Directors of the Company (the “Board” or the “Board of Directors”) currently consists of ~~ten~~nine directors: Paul Bourgon, Daniel J. Crowley, Ralph E. Eberhart, Daniel P. Garton, ~~Richard A. Goglia,~~ Barbara W. Humpton, Neal J. Keating, William L. Mansfield, ~~Adam J. Palmer,~~ Colleen C. Repplier and Larry O. Spencer. At the Annual Meeting, ~~nine~~eight of the directors are being submitted as nominees for election by the stockholders for a term ending at the next annual meeting of stockholders and when each such director’s successor is duly elected and qualified. ~~Adam J. Palmer~~Ralph E. Eberhart is not standing for ~~reelection.~~re-election. The Board has determined by resolution that, effective as of the Annual Meeting, the size of the Board will be decreased to ~~nine~~eight directors.

The table below lists the name of each person nominated by the Board to serve as a director for the coming year. All of the nominees are currently members of our Board with terms expiring at the Annual Meeting. Each nominee has consented to be named as a nominee and, to our knowledge, is willing to serve as a director, if elected. Should any of the nominees not remain a nominee at the end of the Annual Meeting (which is not anticipated), solicited proxies will be voted in favor of those who remain as nominees and may be voted for substitute nominees. Unless contrary instructions are given on the proxy, the shares represented by a properly executed proxy will be voted “FOR” the election of Paul Bourgon, Daniel J. Crowley, ~~Ralph E. Eberhart,~~ Daniel P. Garton, ~~Richard A. Goglia,~~ Barbara W. Humpton, Neal J. Keating, William L. Mansfield, Colleen C. Repplier and Larry O. Spencer. Proxies cannot be voted for a greater number of persons than the number of nominees named.

The principal occupations of each nominee and the experience, qualifications, attributes or skills that led to the conclusion that such nominee should serve as a director for the coming year are as follows:

Paul Bourgon has been a director of Triumph since 2008. Mr. Bourgon ~~has served as~~is the former General Manager—Global Sales and Engineering for SKF Aeroengine, ~~since 2006.~~a position he held from 2006 until May 2021. SKF Group supplies products, solutions and services within rolling bearings, seals, mechatronics, services and lubrication systems and SKF Aeroengine, a division of SKF Group, focuses on providing services in bearing repair and overhaul. Prior to joining SKF Aeroengine, Mr. Bourgon served as Vice President Marketing of Heroux-Devtex Inc., a company that then supplied the commercial and military sectors with landing gear, airframe structural components, including kits, and aircraft engine components. Mr. Bourgon also serves on the board of directors of Venture Aerobearing LLC.

Mr. Bourgon’s ~~current~~ experience as a president of a significant aerospace business and his ~~past~~ experience within the aerospace industry enable him to serve as an additional point of reference on trends and developments affecting Triumph’s business and its customers, suppliers and competitors. In addition, his background as a Chartered Accountant, member of the Canadian Institute of Chartered Accountants since 1983, articling with Coopers & Lybrand in Montreal in the Auditing and Taxes departments, as well as his ongoing responsibility for the financial statements of the business he manages, enables him to lend additional financial expertise to the deliberations of the Board.

Daniel J. Crowley has been a director of Triumph since 2016. Mr. Crowley has served as Triumph’s President and Chief Executive Officer since January 4, 2016. In November 2020, Mr. Crowley became Chairman of the Board. Mr. Crowley served as a corporate ~~vice president~~Vice President and President of Integrated Defense Systems at Raytheon Company from 2013 until 2015, and as President of Network Centric Systems at Raytheon Company from 2010 until 2013. Prior to joining Raytheon Company, Mr. Crowley served as Chief Operating Officer of Lockheed Martin Aeronautics after holding a series of increasingly responsible assignments across its space, electronics, and aeronautics sectors.

Mr. Crowley brings to the Board 3638 years of industry experience during which he has held key leadership roles in the development, production and deployment of some of the largest and most complex aerospace and defense products. He also provides the Board with detailed information about Triumph’s businesses and communicates management’s perspective on important matters to the Board.

Ralph E. Eberhart has been a director of Triumph since 2010 and its non-executive Chairman since April 2015. Gen. Eberhart served as Commander of the North American Aerospace Defense Command (NORAD) and U.S. Northern Command from October 2002 to January 2005. Since January 2005, he has been the Chairman of the Armed Forces Benefit Association, where he also served as President from January 2005 until his retirement as President in March 2020. Gen. Eberhart’s active military career spanned 36 years. He is also a member of the board of directors of Jacobs Engineering Group, Inc. and VSE Corporation and serves as Chairman of 5 Star Life Insurance Company. Gen. Eberhart also served as a director of Rockwell Collins, Inc. from November 2007 until its acquisition by United

Technologies Corp. in November 2018. Gen. Eberhart joined the Board as part of an arrangement in connection with the Company’s acquisition (the “Vought Acquisition”) of Vought Aircraft Industries, Inc. (“Vought”) in 2010.

Given the significant share of Triumph’s business focused on serving the militaries of the United States and other countries, Gen. Eberhart provides the Board with valuable insight into military operations that enables the Company to better serve its military customers. The Company also benefits from his experience as a director of other aerospace and defense companies. Moreover, his senior leadership experience enables him to provide management with valuable advice on governance and management issues.

Daniel P. Garton has been a director of Triumph since February 2018. Mr. Garton is the former Chief Executive Officer and President of American Eagle Holding Corporation, a wholly owned subsidiary of American Airlines, a position he held from June 2010 until December 2014, at which time he retired. He previously served as Executive Vice President and Chief Marketing Officer for American Airlines, and Senior Vice President and Chief Financial Officer of Continental Airlines. He also served as a director of Liberty Property Trust until its acquisition by Prologis, Inc. in February 2020. In addition, he served as a director of Republic Airways Holdings Inc. from 2014 to 2017.

The Company benefits from Mr. Garton’s diverse functional leadership experiences during his career of over 30 years in the airline industry in key management and financial positions. In addition, he brings extensive experience working with many of the aerospace ~~OEMs~~customers Triumph serves, including Boeing, Airbus, Bombardier and Embraer and with Tier 2 major component and engine suppliers, and aftermarket service providers.

Richard A. Goglia was elected to the board of Triumph in April, 2020. He became Vice President and Corporate Treasurer of Raytheon Company (“Raytheon”) in 1998 and retired from Raytheon in 2015. He was part of the senior management team responsible for the successful transformation effort that resulted in Raytheon’s return to solid investment grade credit rating. His work for Raytheon involved debt restructuring, equity issuances, lender renegotiations, asset sales, and asset liquidations to de-leverage the balance sheet. He joined Raytheon in 1997 and, while Treasurer, also served as the head of corporate development for Raytheon until 2008 and had responsibility for its commercial turbo-prop aircraft unit. Prior to joining Raytheon, Mr. Goglia held leadership positions at General Electric in its GE Power Systems and GE Capital businesses.

Mr. Goglia brings to the Board his leadership experience in aerospace and manufacturing companies. In addition, his extensive experience in key executive and financial positions benefits the Company.

Barbara W. Humpton has been a director of Triumph since September 2019. Ms. Humpton is the ~~Chairman~~Chair and Chief Executive Officer of Siemens USA where she leads strategy, operations and services for the largest subsidiary of Siemens AG, one of the world’s largest producers of energy-efficient, resource-saving technologies. Ms. Humpton joined Siemens in 2011 and held roles of increasing responsibility in the Siemens Government Technologies business, ultimately being named President and CEO of the business. Prior to joining Siemens, Ms. Humpton was a Vice President at Booz Allen Hamilton where she was responsible for program performance and new business development for technology consulting with the Department of Justice and Department of Homeland Security. Earlier, Ms. Humpton served as Vice President at Lockheed Martin with responsibility for Biometrics Programs, Border and Transportation Security and Critical Infrastructure ~~Protection~~.Protection.

Ms. Humpton’s experience in managing large and complex manufacturing businesses is of significant benefit to the Company, as is her global industry experience. She also brings to the Board significant leadership skills that ~~will be~~are used to serve the Company’s interests.

Neal J. Keating joined the Triumph Board of Directors in April 2022 following a search conducted by the Nominating, Governance, and Sustainability Committee. Mr. Keating served as Chief Executive Officer and Chairman of the Board of Kaman Corporation from January 2008 until his retirement in April 2021. Prior to Kaman, Mr. Keating served as Chief Operating Officer at Hughes Supply, a $5.4 billion industrial distributor, as Chief Executive Officer of GKN Aerospace, a $1 billion aerospace subsidiary of GKN, Plc, serving also as Executive Director on the Board of Directors of GKN Plc and as a member of the Board of Directors of Agusta-Westland Helicopter. From 1978 to 2002, he served in increasingly senior positions at Rockwell International with his final role as Executive Vice President and Chief Operating Officer of Rockwell Collins, Commercial Systems. Mr. Keating serves on the Board of Directors for Hubbell, Inc. and Form Technologies, as a Trustee of Embry- Riddle Aeronautical University, and is also a member of the Board of Directors for Avon Old Farms School.

Mr. Keating's strong corporate governance background and deep expertise in the aerospace and defense industry make him a valuable member of the Board.

William L. Mansfield has been a director of Triumph since ~~2012.~~2012 and has served as its Lead Independent Director since July 21, 2021. Mr. Mansfield served as the Chairman of the Board of The Valspar Corporation from August 2007 through June 2012 and served as its Chief Executive Officer from February 2005 to June 2011 and as its President from February 2005 through February 2008. Mr. Mansfield also served as a director of Bemis Company, Inc. until May 2018 and as Non-Executive ~~Chairman~~Chair of the Board of Axiall Corporation until August 2016.

Mr. Mansfield brings to the Board deep management experience as a former chief executive officer of a significant, publicly-traded manufacturing business with diverse operations spread across the globe as well as a track record of enhancing growth through acquisition. Likewise, his service as a director of other public companies is a source of additional insight into developments in corporate management and governance.

Colleen C. Repplier has been a director of Triumph since August 2019. Ms. Repplier retired in June 2018 as Vice President and General Manager of Johnson Controls (“JCI”), where she was responsible for a $4.5 billion global portfolio of HVAC businesses with 20,000 employees. She had previously been with Tyco International since 2007, holding the title of President of the fire protection products strategic business unit during that time and joined JCI in 2016 as a result of JCI’s purchase of Tyco. Prior to Tyco, Ms. Repplier held senior leadership positions at The Home Depot from 2005 to 2007. Prior to 2005, Ms. Repplier spent 20 years in the energy industry, holding engineering and marketing roles with Westinghouse Electric Company and Bechtel Corporation as well as progressing through commercial and general management assignments at General Electric. She ~~also~~ has served as a director of Kimball Electronics since November 2014 and SKF Group since March 2018.

Ms. Repplier’s broad experience leading global industrial businesses is of significant value to the Company. Her engineering background and experience in operations and six-sigma methodologies provide strong insights into improvement opportunities for the Company. In addition, her board ~~experience at~~experiences with Kimball Electronics and SKF Group greatly benefits the Company.

Larry O. Spencer has been a director of Triumph since January 2018. Since March 2020, ~~he has served~~serves as the President of the Armed Forces Benefit Association, which provides a range of benefit products to over 650,000 members of the Armed Forces, first responders, federal workers and their ~~families.~~families, and worksite health and life insurance to commercial companies and associations as well as President of the Armed Forces Benefit Association and 5 Star Life Insurance Company. He also serves on the Board of Directors of Whirlpool Corporation and Haynes International, Inc. General Spencer previously served as President of the Air Force Association from April 2015 until March

2019. General Spencer spent 44 years in the United States Air Force, retiring as a four-star general in 2015. His final assignment was Vice Chief of Staff of the Air Force, the second highest ranking member of the Air Force, assisting the Chief of Staff in organizing, training and equipping 690,000 active-duty, Guard, Reserve and civilian forces serving in the United States and overseas. Prior to that, General Spencer served on the Joint Staff, reporting directly to the Chairman of the Joint Chiefs of Staff, where he was responsible for resources allocation for all of the Armed Services. During his career, General Spencer participated in several contingency operations, including Operation Desert Storm and Operation Iraqi Freedom.

The Company benefits from Gen. Spencer’s experiences as a leader of large, complex organizations, his knowledge of global business operations and logistics and his insight into the military and government affairs. His financial management experience and his strong knowledge and understanding with major repair and overhaul of complex aerospace systems isare of significant value to the Company, and his ~~experience with~~knowledge of global supply chain operations and six-sigma methodologies is an asset to the Company’s efforts to improve efficiency. His experience leading both non-profit and for-profit companies provides valuable leadership and business insights for our CEO and board members.

Proposal No. 2 – Advisory Vote on Compensation Paid to Named Executive Officers for Fiscal Year ~~2020~~2022

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) added Section 14A to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires that we provide our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation paid to our named executive officers for fiscal year ~~2020~~2022 as disclosed in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission (“SEC”). Currently, we hold this vote annually.

We seek to closely align the interests of our named executive officers with the interests of our stockholders. Our executive compensation programs are intended to achieve several business objectives, including: (i) recruiting and retaining our executives with the talent required to successfully manage our business; (ii) motivating our executives to achieve our business objectives; (iii) instilling in our executives a long-term commitment to the Company’s success by providing elements of compensation that align the executives’ interests with those of our stockholders; (iv) providing compensation that recognizes individual contributions as well as overall business results; and (v) avoiding or minimizing the risks of incentivizing management behavior that is inconsistent with the interests of our stockholders. Our Compensation Discussion and Analysis (the “CD&A”), included below, describes in detail the components of our executive compensation program, the process by which our Board of Directors makes executive compensation decisions, and the compensation paid to our named executive officers for fiscal year ~~2020.~~2022. Highlights of our executive compensation program include the following:

The vote on this proposal is advisory, which means that the approval of the compensation paid to our named executive officers is not binding on the Company, the Board or the Human Capital and Compensation ~~and Management Development~~ Committee of the Board (the “Compensation Committee”). The vote on this resolution is not intended to address any specific element of compensation, but rather relates to the overall compensation of our named executive officers for fiscal year ~~2020,~~2022, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. To the extent there is a significant vote against the compensation paid to our named executive officers as disclosed in this Proxy Statement, the Compensation Committee will evaluate whether any actions are necessary to address our stockholders’ concerns. Accordingly, we ask our stockholders to vote on the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the Company’s named executive officers for fiscal year ~~2020,~~2022, as disclosed pursuant to Item 402 of Regulation S-K, including the CD&A, compensation tables, and narrative discussion, is hereby APPROVED, on a non-binding, advisory basis.

Proposal No. 3 – Ap~~proval of an Amended and Restated 2018 Equity Incentive Plan to Increase the Number of Shares Available for Issuance under the Plan~~

~~On May 28, 2020, the Compensation Committee and the Board of Directors authorized and approved an Amended and Restated 2018 Equity Incentive Plan (the “Plan”)~~ ~~to increase the number of shares of common stock available for awards under the Plan, and directed that the Plan be submitted to the stockholders for approval. The Plan was initially~~ authorized and approved by the Board and approved by the stockholders in May 2018, with an initial authorization of up to 2,000,000 shares of common stock reserved under the Plan. Given the impact the ongoing global COVID-19 crisis has had on the Company’s stock price, at the Annual Meeting, we are seeking stockholder approval to amend the Plan to increase the number of shares of our common stock available for issuance under the Plan by 1,520,000 ~~shares. Capitalized terms used in this Proposal 3 but not defined herein shall have the meanings set forth in the Plan.~~

~~We are seeking stockholder approval of the Plan to increase the number of shares of common stock issuable pursuant to the Plan by 1,520,000 shares. As of May 31, 2020, there were 1,296,436~~ ~~shares remaining available for issuance under future awards to be made under the Plan. In determining to propose an increase in the number of~~ shares of common stock issuable pursuant to the Plan, the Board has taken into consideration that the proposed increase would represent only a small percentage of the total shares of common stock currently issued and outstanding and the desirability and importance of being able to continue to grant long-term equity incentive awards that are comparable to those of our peer companies, to help us to remain competitive.

The Plan is designed to attract and retain non-employee directors and employees and reward them for making contributions to the success of the Company and its subsidiaries. These objectives are to be accomplished by making awards under the Plan and thereby providing participants with a proprietary interest in the growth and performance of the Company and align a portion of their compensation with the stockholders. Stockholder approval of this proposal will enable us to continue to grant equity awards to our employees and non-employee directors at levels determined by the Board to be necessary to attract, retain and motivate the individuals who will be critical to our success in achieving our business objectives and thereby creating greater value for our stockholders. In addition to the crucial role we believe such grants play in attracting and retaining talented individuals, we believe that the equity compensation granted under the Plan also serves the important function of aligning the interests of participants with those of our stockholders and focusing such participants on the long-term growth of the Company.

~~The terms of the Plan are summarized below. The following summary is qualified in its entirety by the full text of the Plan, set forth as~~ ~~Appendix A~~ to this Proxy Statement. It is intended that awards under the Plan will comply with or are exempt from Section 409(a) of the Internal Revenue Code of 1986, as amended (the “Code”). It is further intended that any incentive stock options awarded under the Plan will comply with Section 422 of the Code.

The Plan is to be used for equity-based awards to officers and other employees of the Company or its affiliates. The Plan enables the Company to grant stock options and make stock awards and restricted stock unit awards to eligible employee participants. Such awards can have service-based and/or performance-based vesting requirements.

While equity incentive awards are an important part of our pay-for-performance compensation program, the Board and the Compensation Committee are mindful of their responsibility to our stockholders to exercise judgment in granting equity-based awards. We review a number of metrics to assess the cumulative impact of our equity compensation programs, including burn rate and overhang.

Burn rate measures our usage of shares from our equity incentive plans as a percentage of our outstanding common stock. Overhang measures the potential dilution to which our existing stockholders are exposed due to outstanding equity awards.

In determining the number of shares to be reserved for issuance under the Plan, the Compensation Committee considered a forecast of the shares needed for retention of key employees and a forecast of future grants to all employees.

~~The following description of the Plan is only a summary of the material features of the Plan and does not describe all of its provisions. The proposed Plan is attached to this Proxy Statement as~~ ~~Appendix A~~ ~~to this Proxy Statement. This summary is qualified in its entirety by reference to the text of the Plan.~~

The Plan will be administered by the Compensation Committee. The Compensation Committee, acting as the administrator of the Plan, will have, among other things, the discretionary authority to interpret the Plan, determine eligibility for and grant awards, determine the number of shares subject to any award made under the Plan, determine, modify or waive the terms and conditions of any award, prescribe forms, rules and procedures, and do all things necessary to carry out the purposes of the Plan, all subject to the provisions of the Plan. All determinations of the Compensation Committee made under the Plan will be conclusive and will bind all parties. The Compensation Committee may, in its discretion, delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to the Compensation Committee in the Plan.

~~An aggregate amount of 2,000,000 shares of our common stock are currently authorized and reserved for issuance under the Plan.~~

As of March 31, 2020, 150,000 shares were reserved for outstanding and unexercised stock option awards (with a weighted-average exercise price per share of $30.86 and a weighted-average remaining term of 6.0 years) and 1,234,285 shares were reserved for outstanding non-vested restricted stock, RSUs, deferred stock units and performance share units. These outstanding awards have been issued under prior stockholder-approved plans, including the 2018 Plan and our 2016 Directors’ Equity Compensation Plan. As of March 31, 2020, 1,296,436 shares were remaining available for issuance of future awards under the 2018 Plan and 268,355 shares were remaining available for issuance of future awards under the 2016 Directors’ Equity Compensation Plan. As of the record date of this Proxy, May 18, 2020, we had 51,898,357 shares of common stock issued and outstanding. The closing price of our common stock on May 18, 2020 was $5.44.

Shares of common stock underlying any award that is forfeited, cancelled or satisfied without the issuance of shares of common stock will be added back to the shares of common stock available for future issuance under the Plan. Any shares of common stock withheld by the Company to satisfy a participant’s tax withholding obligations with respect to an award or used by a participant to pay any exercise price will not be added back to the shares of common stock available for issuance under the Plan. Shares of common stock that may be issued under the Plan may be any combination of authorized and newly issued shares or shares held by the Company as treasury shares.

All active employees of the Company or any of its affiliates are eligible to participate in the Plan. As of May 5, 2020, there were approximately 65 management employees, including the five current named executive officers, each of whom would be eligible to be granted awards under the Plan. The Compensation Committee, in its discretion, selects the employees to whom awards may be granted, the time or times at which such awards are granted and the terms of such awards.

Awards under the Plan may be made in the form of stock options, stock awards or RSU awards, whether singly or in combination with any other form of award. Any of the foregoing awards may be made subject to the attainment of performance goals over the applicable performance period. The terms of all awards made under the Plan will be determined by the Compensation Committee and will be stated in an award agreement.

~~Each stock option will be evidenced by a stock option agreement between the Company and the participant.~~

~~Exercise Price.~~ The Compensation Committee determines the exercise price of stock options at the time the stock options are granted. The exercise price of a stock option may not be less than 100% of the fair market value of the common stock on the date such option is granted. Other than in connection with a change in Triumph’s capitalization, options cannot be repriced without stockholder approval.

~~Vesting Period; Performance Goals and Exercise Dates.~~ Stock options may vest or be exercisable at such time, subject to the achievement of designated performance goals, or in such installments, prior to the expiration of the option, as the Compensation Committee determines. Unless a stock option vests earlier in accordance with a termination event (as described below), the minimum vesting schedule is one year after the date of grant.

~~Exercise of Stock Options; Form of Consideration.~~ The Compensation Committee determines when options become exercisable and in its discretion may accelerate the vesting of any outstanding options. The Plan permits payment of the exercise price to be made by cash, check, wire transfer, other shares of common stock of Triumph, broker assisted same-day sales, any other form of consideration permitted by applicable law or any combination of these alternatives.

~~Term of Stock Options.~~ ~~The term of an option may be no more than ten years from the date of grant. An option may not be exercised after the expiration of its term.~~

~~Termination of Employment.~~ If a participant’s employment terminates for any reason (other than as described below), then all vested options held by the participant under the Plan will terminate ninety days after the participant’s termination of employment, and any unvested options will terminate upon the participant’s termination of employment. The Plan provides for different vesting or exercise rights under certain termination of employment events described below in this Proxy Statement.

~~Automatic Exercise of In-the-Money Options.~~ Unless otherwise determined by the Compensation Committee (in an award agreement or otherwise) or as otherwise directed in writing to the Company by a participant holding an option, each option outstanding on the trading day prior to the date the option would otherwise expire with an exercise price per share that is less than the fair market value per share of Common Stock as of such date will automatically and without further action by the participant or the Company be exercised on such date. Payment of the exercise price of any such option and related tax obligations will be “net settled” to the maximum extent permitted by applicable law. This automatic exercise feature does not apply to an option if the participant incurs a termination of employment on or before the date immediately prior to the end of the option’s term.

~~Other Provisions.~~ ~~The option agreement may contain other terms, provisions and conditions not inconsistent with the Plan, as may be determined by the Compensation Committee.~~

~~Each stock award will be evidenced by a stock award agreement between the Company and the participant.~~

~~Restrictions and Performance Goals.~~ Stock awards may be earned and any forfeiture restrictions may lapse, at such time and in such installments, or subject to such performance goals and within any performance period established by the Compensation Committee. Unless a stock award vests earlier in accordance with a termination event (as described below), the minimum vesting schedule is one year after the date of grant.

~~Forfeiture.~~ Unless otherwise provided in the stock award agreement, upon a participant’s termination of employment (other than as described below), the shares subject to a stock award that have not been earned pursuant to the stock award agreement will be forfeited. The Plan provides for different vesting or lapse of forfeiture rights under certain termination of employment events described below in this Proxy Statement.

~~Dividends.~~ Dividends that are declared and paid on the outstanding shares of common stock during any period for which forfeiture restrictions apply to a stock award will not be paid at the time dividends are paid to stockholders, but will be accrued, without interest, and paid out only when such forfeiture restrictions lapse. Any accrued dividends are forfeited to the extent the underlying shares under the stock award are forfeited.

~~Rights as a Stockholder.~~ ~~The participant will be a stockholder upon the grant of a stock award, but such rights are forfeited if the shares subject to the stock award are forfeited.~~

Each RSU award will be evidenced by a RSU award agreement between the Company and the participant. Each RSU award subject to performance goals (each, a “PSU award”) will be evidenced by a PSU award agreement between the Company and the participant.

~~Service and Performance-Based Restrictions.~~ RSUs may be earned and any forfeiture restrictions may lapse, at such time and in such installments established by the Compensation Committee. A RSU award that includes service-based restrictions will be subject to forfeiture until the expiration of the restricted period established by the Compensation Committee. A PSU award that includes performance goals to be achieved in order to be earned will be subject to forfeiture until the satisfaction of any applicable performance goals established by the Compensation Committee during a designated performance period. Unless a RSU or PSU vests earlier in accordance with a termination event (as described below), the minimum restriction period is one year after the date of grant.

~~Rights as a Stockholder.~~ ~~No shares will be issued to the participant at the time a RSU or PSU award is granted. The Company will not be required to set aside a fund for the payment of any RSU or PSU award.~~

~~Dividend Equivalents.~~ Unless set forth in an award agreement, no dividend equivalents will be paid on any RSU or PSU award. Dividend equivalents, if added in an award agreement, will only be paid to the extent the RSU or PSU award is actually earned and paid.

~~Forfeiture.~~ Upon a participant’s termination of employment (other than as described below), the shares subject to RSUs that have not been earned pursuant to the award agreement will be forfeited. The Plan provides for different vesting or lapse of forfeiture rights under certain termination of employment events described below in this Proxy Statement.

~~Impact of Certain Termination Events on Stock Options, Stock Awards and RSUs/PSUs~~

Unless otherwise specified in an award agreement, specific events that lead to termination of a participant’s employment with the Company or an affiliate have the following consequences on outstanding awards:

~~Following a participant’s termination of employment, the extended exercisability, vesting, or continuation of an award is subject to the following restrictions, among others:~~

Performance-based awards under the Plan may be subject to one or more of the performance goals for a performance period, used individually or in combinations. Performance goals are financial or operating, stock performance-related or individually-based goals established for an award by the Compensation Committee.

~~Unless provided otherwise in an award agreement, awards granted under the Plan are not transferable other than by beneficiary designation, will or the laws of descent or distribution.~~

~~Changes in Capitalization.~~ Subject to any required action by stockholders, the number and kind of shares covered by each outstanding award, the price per share subject to each outstanding award and the share limitations set forth in the Plan will be proportionately adjusted for any increase or decrease in the number or kind of issued shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Company’s stock, or any other increase or decrease in the number of issued shares of the Company’s stock effected without receipt of consideration by the Company.

~~Liquidation or Dissolution.~~ In the event of a liquidation or dissolution of the Company, other than a dissolution or liquidation that is defined as a “Change in Control” under the Plan, the Compensation Committee will notify each participant as soon as practicable prior to the effective date of such proposed transaction, and, in its discretion, may provide that each participant will have the right to exercise all of the participant’s stock options, including those not otherwise exercisable, until ten days prior to the proposed transaction. In addition, the Compensation Committee may cause any restrictions on any award to lapse prior to the transaction, provided the proposed transaction occurs.

~~Change in Control.~~ Unless more specific terms are set forth in any separate plan document or agreement between the Company and any awardee, the following provisions describe the treatment of outstanding awards if a Change in Control of the Company occurs:

The Compensation Committee, in its sole discretion, may include such further provisions and limitations in any award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan. No action described above can be taken that would cause an award to fail to be exempt from or comply with Section 409A of the Code. The rights described above cannot be terminated, amended, or modified upon or after a Change in Control in a manner that would adversely affect an awardee’s rights with respect to an outstanding award without the prior written consent of the awardee.

The Compensation Committee may amend, alter, or discontinue the Plan at any time and for any reason. Nevertheless, the Company will obtain stockholder approval for any amendment to the Plan to the extent required by applicable laws or stock exchange rules. In addition, unless approved by stockholders, no amendment will be made that would: (i) materially increase the maximum number of shares for which awards may be granted under the Plan, other than an increase pursuant to a change in capitalization, (ii) ”reprice” awards granted under the Plan, (iii) reduce the exercise price of outstanding options, or (iv) change the class of persons eligible to receive awards under the Plan. The Compensation Committee may not alter or impair any award previously granted under the Plan without the written consent of the participant. The Plan will terminate ten years from the date of its approval by the stockholders at the 2018 annual meeting, unless an amendment to extend the term is approved by stockholders. For purposes of the Plan, “repricing” means (1) any transaction performed with the intent or effect of (A) reducing the exercise price of any outstanding option, (B) cancelling or exchanging outstanding options in exchange for cash, other awards or replacement options, including through a tender offer process, with exercise prices that are less than the exercise price of the cancelled or exchanged options, or (C) any similar share exchange transaction involving outstanding awards; or (2) any transaction defined as repricing under the New York Stock Exchange rules for listed companies.

Triumph has the right to recoup or “claw back” any payment made with respect to an award under the Plan to the extent necessary to comply with applicable Federal securities laws or any Board- or Compensation Committee-approved plan or policy.

Because benefits under the Plan will depend on the Compensation Committee’s actions and the fair market value of common stock at various future dates, it is not possible to determine the benefits that will be received by executive officers and other employees if the Plan is approved by the stockholders.

The following is a summary of material U.S. federal income tax considerations relating to the Plan. The summary is based on U.S. federal income tax laws and regulations presently in effect, which are subject to change, possibly retroactively. Tax laws are complex and may vary depending on individual circumstances and from locality to locality. This discussion does not purport to be a complete description of the U.S. federal income tax aspects of the Plan and does not address state, local or foreign tax consequences. All participants in the Plan are urged to consult their own tax advisors regarding the U.S. federal, state, local, and foreign income and other tax consequences of participating in the Plan based on the participant’s personal circumstances.

~~Nonqualified Stock Options.~~ Under the Code, the grant of a nonqualified stock option is generally not taxable to the participant. On exercise of a nonqualified stock option granted under the Plan, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the shares acquired over the exercise price. The participant’s tax basis in those shares will be equal to their fair market value on the date of exercise of the option, and the participant’s holding period for those shares will begin on that date. Upon a participant’s sale of shares acquired pursuant to the exercise of a nonqualified stock option, any difference between the sale price and the fair market value of the shares on the date when the stock option was exercised will be treated as long-term or short-term capital gain or loss.

If a participant pays for shares of stock on exercise of an option by delivering shares of Common Stock, the participant will not recognize gain or loss on the shares delivered, even if the fair market value of such shares differs from the participant’s tax basis in such shares. The participant, however, will be taxed on the exercise of the option in the manner described above as if he had paid the exercise price in cash. The tax basis of the shares received upon exercise will be the tax basis of the shares delivered as payment, share for share, to the extent the number of shares received equals the number of shares delivered as payment. In addition, the holding period of the shares received will include the holding period of the shares delivered as payment. The participant’s tax basis and holding period for any shares received in excess of the number of shares delivered by the participant will be the same as if the participant had exercised the option solely in exchange for cash.

Upon a participant’s exercise of a nonqualified stock option, the Company or the applicable subsidiary will generally be entitled to a deduction for U.S. federal income tax purposes at such time and in the same amount recognized as ordinary income to the participant, subject to the possible limitations on deductibility under Sections 162(m) and 280G of the Code for compensation paid to executives designated in those Sections, and provided that such amount constitutes an ordinary and necessary business expense for the Company and is reasonable in amount, and either the employee includes that amount in income or the Company timely satisfies its reporting requirements with respect to that amount.

~~Incentive Stock Options.~~ The Plan provides for the grant of stock options that qualify as incentive stock options (“ISOs”) as defined in section 422 of the Code. Under the Code, a participant generally is not subject to tax upon the grant or exercise of an ISO. In addition, if the participant holds a share of stock received on exercise of an ISO for at least two years from the date the option was granted and at least one year from the date the option was exercised (the “Required Holding Period”), the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the holder’s tax basis in that share will be long-term capital gain or loss.

If, however, a participant disposes of a share of stock acquired on exercise of an ISO before the end of the Required Holding Period, (a “Disqualifying Disposition”) the participant generally will recognize ordinary income in the year of the Disqualifying Disposition equal to the excess, if any, of the fair market value of the share on the date the ISO was exercised (or, if less, the amount realized on such Disqualifying Disposition) over the exercise price. If the amount realized on a Disqualifying Disposition exceeds the fair market value of

the share on the date of exercise of the option, the excess gain recognized will be short-term or long-term capital gain, depending upon the length of time the shares have been held after the date of exercise.

If a participant exercises an ISO by delivering shares of stock acquired by an earlier exercise of an ISO, and the previously acquired shares have not been held for the Required Holding Period, the participant will recognize ordinary income on the Disqualifying Disposition.

For purposes of the alternative minimum tax, the amount by which the fair market value of a share of stock acquired on exercise of an ISO exceeds the exercise price of that option generally will be an adjustment included in the participant’s alternative minimum taxable income for the year in which the option is exercised. If, however, there is a Disqualifying Disposition of the share in the year in which the option is exercised, there will be no adjustment with respect to that share. If there is a Disqualifying Disposition in a later year, no income with respect to the Disqualifying Disposition is included in the participant’s alternative minimum taxable income for that year.

The Company is not entitled to take a deduction for U.S. federal income tax purposes with respect to the grant or exercise of an incentive stock option or the disposition of a share acquired on exercise of an incentive stock option after the Required Holding Period. However, if there is a Disqualifying Disposition of a share, the Company is entitled to a deduction in an amount equal to the ordinary income includible in income by the participant, subject to the possible limitations on deductibility under Sections 162(m) and 280G of the Code for compensation paid to executives designated in those Sections, and provided that such amount constitutes an ordinary and necessary business expense for the Company and is reasonable in amount, and either the employee includes that amount in income or the Company timely satisfies its reporting requirements with respect to that amount.

~~Stock Awards.~~ Generally, the participant of a stock award will recognize ordinary compensation income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the participant in exchange for the stock. If, however, the stock is not vested when it is received under the Plan (for example, if the employee is required to work for a period of time in order to have the right to sell the stock), the participant generally will not recognize income until the stock becomes vested, at which time the participant will recognize ordinary compensation income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the participant in exchange for the stock. The Plan does not allow a participant to make a “section 83(b) election” with the Internal Revenue Service within respect to any stock award or RSU granted under the Plan.

The Company will be entitled to a deduction for U.S. federal income tax purposes equal to the amount of ordinary income taxable to the participant, subject to the possible limitations on deductibility under Sections 162(m) and 280G of the Code for compensation paid to executives designated in those Sections, and provided that such amount constitutes an ordinary and necessary business expense for the Company, is reasonable in amount, and either the recipient includes that amount in income or the Company timely satisfies its reporting requirements with respect to that amount.

Upon the disposition of any stock received as a stock award under the Plan, the difference between the sales price and the participant’s basis in the shares will be treated as a capital gain or loss and generally will be characterized as long-term capital gain or loss if the shares have been held for more than one year from the date as of which he or she would be required to recognize any compensation income.

~~Restricted Stock Units.~~ A participant normally will not realize taxable income upon the award of RSUs. A participant will be subject to tax on the earlier of the year in which the participant receives the underlying shares of common stock or the year in which the award is no longer subject to a substantial risk of forfeiture. In that year, the participant will recognize income equal to the fair market value of the shares of the Company’s common stock received, or no longer subject to a substantial risk of forfeiture, and the Company will be entitled to a deduction in the same amount, provided that such amount constitutes an ordinary and necessary business expense for the Company and is reasonable in amount, and either the employee includes that amount in income or the Company timely satisfies its reporting requirements with respect to that amount.

~~Performance-based Awards.~~ A participant who has been granted a performance-based award generally will not recognize taxable income at the time of grant, and the Company will not be entitled to a deduction for U.S. federal income tax purposes at that time. When an award is paid, whether in cash or shares of Common Stock, the participant generally will recognize ordinary income, and the Company will be entitled to a corresponding deduction, provided that such amount constitutes an ordinary and necessary business expense for the Company and is reasonable in amount, and either the employee includes that amount in income or the Company timely satisfies its reporting requirements with respect to that amount. The participant’s tax basis in any shares acquired pursuant to a performance-based award is the amount recognized by him or her as income attributable to such shares. Upon a subsequent disposition of the shares, the participant will generally realize a capital gain or loss, as applicable.

~~Tax Withholding.~~ Ordinary income recognized in connection with the receipt or exercise of an award under the Plan is subject to income and employment tax wage withholding, unless the participant is not an employee of the Company, or any subsidiary or affiliate. The Company, or any subsidiary or affiliate, may deduct from all payments made under the Plan, an amount (which may include shares of Common Stock) to satisfy any federal, state, local or foreign withholding obligations with respect to any award.

~~Section 409A of the Code.~~ Section 409A of the Code governs the taxation of deferred compensation. Awards received under the Plan are intended to be exempt from the requirements of Section 409A where possible. However, there can be no assurance that awards designed to be exempt from Section 409A will in fact be exempt. An award that is subject to Section 409A and fails to satisfy its requirements will subject the holder of the award to immediate taxation, an interest penalty and an additional 20% tax on the amount underlying the award.

~~Proposal No. 4 –~~ Ratification of Selection of Registered Public Accounting Firm

The Audit Committee has selected Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the fiscal year ending March 31, ~~2021,~~2023, and the stockholders are asked to ratify this selection. EY has served as our independent registered public accounting firm since 1993. All audit and non-audit services provided by EY are approved by the Audit Committee. EY has advised us that it has no direct or material indirect interest in us or our affiliates. Representatives of EY are expected to virtually attend the Annual Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

Fees to Independent Registered Public Accounting Firm for Fiscal Years ~~2020~~2021 and ~~2019~~2022

EY’s fees associated with the annual audit of financial statements, the audit of internal control of financial reporting, the reviews of the Company’s quarterly reports on Form 10-Q, statutory audits, assistance with and review of documents filed with the SEC, issuance of consents and accounting consultations for the fiscal years ended March 31, ~~2020~~2022 and ~~2019,~~2021 were $3.5 million and $3.8 million, ~~and $4.0 million,~~ respectively.

EY’s fees for the fiscal years ended March 31, ~~2020~~2022 and ~~2019,~~2021, for assurance and related services that were reasonably related to the performance of the audits of our financial statements were ~~$1.1~~$0.7 million and ~~$1.2~~$0.5 million, respectively. For the fiscal years ended March 31, ~~2020~~2022 and ~~2019, respectively,~~2021, these audit-related services were primarily related to due diligence services and defined benefit plan audits.

EY’s fees for the fiscal years ended March 31, ~~2020~~2022 and ~~2019,~~2021, for tax compliance, tax advice and tax planning were $0.2 million in each year. These services consisted primarily of the review of the Company’s U.S. Federal income tax return Form 1120 and consultation regarding transfer pricing.

EY did not perform any material professional services other than those described above in the fiscal years ended March 31, ~~2020~~2022 and ~~2019.~~2021.

The Audit Committee pre-approved the engagement of EY to render all of the audit and the permitted non-audit services described above. The Audit Committee has determined that EY’s rendering of all other non-audit services is compatible with maintaining auditor independence. The Audit Committee has delegated to its chair or, if he is unavailable, any other member of the Audit Committee, the right to pre-approve all audit services, between regularly scheduled meetings, subject to presentation to the full Audit Committee at its next meeting.

On March 11, 2022, our Board of Directors adopted the Tax Benefits Preservation Plan (the "Plan"), by and between the Company and Computershare Trust Company, N.A. (the “Rights Agent”), dated March 11, 2022, effective as of March 13, 2022 immediately upon expiration of the Company’s Tax Benefits Preservation Plan, dated as of March 13, 2019, between the Company and the Rights Agent. The Plan will automatically expire on March 13, 2025, if the Company stockholders approve the Plan at the Annual Meeting (or another stockholder meeting held before March 13, 2023); if the Company stockholders do not approve the Plan, then the Plan will automatically expire on March 13, 2023.

For the reasons described below, our Board of Directors believes it is in the Company's and its stockholders' best interests to approve the Plan until March 13, 2025. The Board of Directors recommends that the stockholders approve the Plan, which is intended to prevent an "ownership change" that would impair the Company's ability to utilize its net operating loss carryforwards and other tax attributes.

The following description of the Plan is qualified in its entirety by reference to the complete text of the Plan, including the form of Certificate of Designations, Preferences and Rights of Series B Junior Participating Preferred Stock, which is attached as Appendix B to this proxy statement. Please read the Plan in its entirety as the following description is only a summary of the material terms of the Plan.

The Company declared a dividend distribution of one right (a "Right") for each outstanding share of common stock, par value $0.001 per share, of the Company (the "Common Stock"), to stockholders of record at the close of business on March 21, 2022 (the "Record Date"). Each Right is governed by the terms of the Plan and entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a "Unit") of Series B Junior Participating Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), at a purchase price of $105.00 per Unit, subject to adjustment (the "Purchase Price").

Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate rights certificates ("Rights Certificates") will be distributed. Subject to certain exceptions specified in the Plan, the Rights will separate from the Common Stock and a distribution date (the "Distribution Date") will occur upon the earlier of (i) ten (10) business days following a public announcement that an Acquiring Person (as defined in the Plan) has become a 4.9% Shareholder (the "Stock Acquisition Date") and (ii) ten (10) business days (or such later date as the Board shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person.

Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates (or, in the case of book entry shares, by the notations in the book entry accounts) and will be transferred with and only with such Common Stock, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Plan by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Pursuant to the Plan, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Series B Preferred Stock will be issued.

The definition of "Acquiring Person" contained in the Plan contains several exemptions, including for (i) the Company; (ii) any of the Company's subsidiaries; (iii) any employee benefit plan of the Company, or of any subsidiary of the Company, or any person organized, appointed or established by the Company for or pursuant to the terms of any such plan; (iv) any person that becomes a 4.9% Shareholder as a result of a reduction in the number of shares of Company securities outstanding due to a repurchase of Company securities by the Company or a stock dividend, stock split, reverse stock split or similar transaction, unless and until such person increases its ownership by more than one (1) percentage point over such person's lowest percentage stock ownership on or after the consummation of the relevant transaction; (v) any person who, together with all affiliates and associates of such person, was a 4.9% Shareholder on the date of the Plan (as disclosed in public filings with the Securities and Exchange Commission on the date of the Plan), unless and until such person and its affiliates and associates increase their aggregate ownership by more than one (1) percentage point over their lowest percentage stock ownership on or after the date of the Plan, provided that this clause (v) will not apply to any such person who has decreased its ownership below 4.9%; (vi) any person who, within ten (10) business days of being requested by the Company to do so, certifies to the Company that such person became an Acquiring Person inadvertently or without knowledge of the terms of the Rights and who, together with all affiliates and associates, thereafter within ten (10) business days following such certification disposes of such number of shares of Common Stock so that it, together with all affiliates and associates, ceases to be an Acquiring Person; and (vii) any person that the Board has affirmatively determined in its sole discretion shall not be deemed an Acquiring Person.

Certain synthetic interests in securities created by derivative positions, whether or not such interests are considered to be ownership of the underlying Common Stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended, are treated as beneficial ownership of the number of shares of Common Stock equivalent to the economic exposure created by the

derivative position, to the extent actual shares of Common Stock are directly or indirectly held by counterparties to the derivatives contracts.

The Rights are not exercisable until the Distribution Date and will expire at the earliest of (i) 5:00 P.M. (New York City time) on March 13, 2023, or 5:00 P.M., New York City time, on March 13, 2025 if the Plan is approved by the stockholders of the Corporation by a vote of the majority of the votes cast by the holders of shares entitled to vote thereon at a meeting of the stockholders of the Company prior to 5:00 P.M., New York City time, on March 13, 2023, (ii) the time at which the Rights are redeemed or exchanged as provided in the Plan, (iii) the time at which the Board determines that the Plan is no longer necessary or desirable for the preservation of tax benefits, and (iv) the close of business on the first day of a taxable year of the Company to which the Board determines that no tax benefits, once realized, as applicable, may be carried forward.

As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. After the Distribution Date, the Company generally would issue Rights with respect to shares of Common Stock issued upon the exercise of stock options or pursuant to awards under any employee plan or arrangement, which stock options or awards are outstanding as of the Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Company after the Plan's adoption (except as may otherwise be provided in the instruments governing such securities). In the case of other issuances of shares of Common Stock after the Distribution Date, the Company generally may, if deemed necessary or appropriate by the Board, issue Rights with respect to such shares of Common Stock.

In the event that a person or group of affiliated or associated persons becomes an Acquiring Person (unless the event causing such person or group to become an Acquiring Person is a transaction described under "Flip-over Trigger," below), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of such an event, all Rights that are, or (under certain circumstances specified in the Plan) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of such an event until such time as the Rights are no longer redeemable by the Company as set forth below.

In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation, (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock is changed or exchanged, or (iii) more than fifty percent (50%) of the Company's assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights that have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the next preceding paragraph are referred to as the "Triggering Events."

At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one (1) share of one one-thousandth of a share of Series B Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).

The Purchase Price payable, and the number of Units of Series B Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series B Preferred Stock, (ii) if holders of the Series B Preferred Stock are granted certain rights or warrants to subscribe for Series B Preferred Stock or convertible securities at less than the current market price of the Series B Preferred Stock, or (iii) upon the distribution to holders of the Series B Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above).

With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least one percent (1%) of the Purchase Price. No fractional Units will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Series B Preferred Stock on the last trading day prior to the date of exercise.

At any time until ten (10) business days following the Stock Acquisition Date, the Company may, at its option, redeem the Rights in whole, but not in part, at a price of $0.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.001 redemption price.

Any of the provisions of the Plan may be amended by the Board prior to the Distribution Date. After the Distribution Date, the provisions of the Plan may be amended by the Board in order to cure any ambiguity, to make changes that do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Plan. The foregoing notwithstanding, no amendment may be made at such time as the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Plan which may be defective or inconsistent with any other provision therein.

Until a Right is exercised, the holder thereof, as such, will have no separate rights as a stockholder of the Company, including the right to vote or to receive dividends in respect of the Rights. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above.

By voting to approve the Plan, stockholders are voting to keep the Plan in effect until it expires or is terminated in accordance with its terms.

Proposal No. 5 – ~~Stockholder~~Stockholder Proposal to ~~Reduce~~Adopt a Policy and Amend the ~~Threshold to Call Special Stockholder Meetings to 15%~~Company's Governing Document so that Two Separate People Hold the Office of ~~Outstanding Shares~~

~~In accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statement~~Chairman and Chief Executive Officer of the stockholder proponent, for which we accept no responsibility. The stockholder proposal is required to be voted upon at our Annual Meeting only if properly presented at the Annual Meeting. As an advisory vote, the results of this vote will not be binding on the Board or the Company.

The ~~following proposal was submitted by~~Company has been advised that Mr. Kenneth Steiner, 14 Stoner ~~Ave.,~~Avenue, 2M, Great Neck, NY, 11021, who represents that he ~~is the beneficial owner of~~owns no less than ~~500~~250 shares of the ~~Company's common stock. The proposal has been included verbatim as we received it.~~

~~Proposal 5 – Make Shareholder Right to Call Special Meeting More Accessible~~

Resolved, Shareowners ask our board to take the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 15% of our outstandingCompany’s common stock, intends to submit the ~~power to call a special shareholder meeting. This~~following proposal ~~does not impact our board’s current power to call a special meeting.~~at the Annual Meeting:

“The shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as follows:

Selection of the Chairman of the Board The Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer.

The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board.

This policy could be phased in when there is a contract renewal for our current stock ownership threshold of 25% can mean that more than 50% of shareholders must be contacted during a short window of time to simply call a special meeting. Plus many shareholders, who are convinced that a special meeting should be called, can make a small paperwork error that will disqualify them from counting towardCEO or for the ~~25% ownership threshold that is now needed for a special meeting.~~next CEO transition.

This proposal topic won ~~more than 70%-support~~52% support at ~~Edwards Lifesciences~~Boeing and ~~SunEdison. This~~54% support at Baxter International in 2020. Boeing then adopted this proposal topic ~~sponsored~~in 2020.

The roles of Chairman and CEO are fundamentally different and should be held by ~~William Steiner,~~2 directors, a CEO and a Chairman who is completely independent of the CEO and our company. The job of the CEO is to manage the company. The job of the Chairman is to oversee the CEO and management.

An independent director can better manage the Board of Directors. Without an independent chairman shareholders have a greater need to monitor the directors. Without an independent chairman shareholders also ~~won 78% support at~~need a ~~Sprint annual meeting with 1.7 Billion yes-votes. Nuance Communications (NUAN) shareholders gave 94%-support to a 2018 shareholder proposal calling for 10% of shareholders~~more robust ability to call a special ~~meeting.~~shareholders meeting in order to replace a director if need be.

The current face value of a requirement of 25% of shares to call for a special shareholder meeting ~~more accessible~~translates into a requirement of 33% of the shares that vote at the annual meeting. It would be hopeless to ~~shareholders can show increased support at~~think that shares that do not have time to vote would have the time to go through the special procedural steps to call for a ~~company. For instance, this proposal topic won 51%-support at O’Reilly Automotive, Inc. (ORLY) in 2019 – up from 41% the year before.~~

The lack of an independent Board Chairman is an unfortunate way to ~~vote on important matters, such as electing new~~discourage effective oversight of the directors ~~adoption of this proposal might be~~and an ~~incentive for directors~~unfortunate way to ~~obtain fewer rejection votes from shareholders. For instance, Adam Palmer received 3-~~encourage the CEO to ~~6-times as many rejection votes as other TGI directors at the 2019 shareholder meeting.~~pursue pet projects that would not stand up to effective oversight.

Please vote ~~Yes: Make Shareholder Right to Call Special Meeting More Accessible~~yes:

The Board ~~has carefully considered the foregoing stockholder proposal and unanimously~~ recommends a vote AGAINST ~~it because:~~

~~In accordance with Article FIFTH~~best interests of the ~~Company's Amended~~Company and ~~Restated Certificate~~its stockholders.

We operate in a very competitive and fast-changing industry in which our Board must constantly assess industry change and disruption. Our Board is comprised of ~~Incorporation~~directors with diverse backgrounds, experience, perspectives and ~~Article II, Section 5 of~~in-depth knowledge about the ~~Company's Amended~~Company. With this expertise, our Board is uniquely positioned to evaluate the Company’s key challenges and ~~Restated By-laws,~~needs, including the ~~By-laws~~optimal Board

leadership structure. Given the dynamic and competitive environment in which the Company operates, this flexibility allows our Board to ~~grant stockholders owning 25% of~~decide what leadership structure works best for our Company based on the ~~Company's issued~~facts and ~~outstanding capital stock~~circumstances existing from time to ~~call a special meeting.~~ time.

The Board believes that ~~this 25% threshold~~the Company and its stockholders are best ~~serves our stockholders' interests~~served when leadership choices are made by ~~striking~~ the ~~right balance between giving stockholders~~Board on a case-by-case basis, rather than be dictated by a predetermined policy. This approach provides the Board with the necessary flexibility to determine whether the positions should be held by the same person or by separate persons based on the leadership needs of the Company at any particular time. Adopting a policy to restrict the Board’s discretion in selecting the Chairman, as well as restricting the ability to ~~call special meetings~~combine the positions of Chairman and ~~protecting against~~Chief Executive Officer, would deprive the ~~risk~~Board of the ability to select the most qualified and appropriate individual to lead the Board as Chairman regardless of what the Board believes to be in the best interests of the Company and its stockholders.

While our Board believes that there may be circumstances which warrant separation of our Chairman and Chief Executive Officer roles, our Board currently believes it is in the best interests of our Company for the roles of our Chairman and Chief Executive Officer to be combined and to appoint a ~~small group~~Lead Independent Director from among our independent directors. Our Board believes that this leadership structure currently assists our Board in creating a unified vision for our Company, streamlines accountability for our performance and facilitates our Board’s efficient and effective functioning. Furthermore, having one person serve as both Chairman and Chief Executive Officer demonstrates to our employees, suppliers, customers, stockholders and other stakeholders that our company has strong leadership setting the tone and having responsibility for managing our operations. As the COVID-19 pandemic has unfolded, having Mr. Crowley serve as both Chairman and Chief Executive Officer has allowed us to quickly build consensus around the steps necessary to protect our employees and our business.

Our Board regularly evaluates the best leadership structure of ~~stockholders or even a single stockholder could call a special meeting~~the Company based on all then-relevant facts and circumstances, and our Board believes that ~~addresses only a narrow agenda~~this remains the best leadership structure for our Company at this time and that, operating under this structure, our Board is very effective in guiding our Company and representing the interests of the stockholders.

The proposal’s rigid and prescriptive approach to board leadership is not ~~favored by~~the practice of the majority of companies in the ~~stockholders.~~ S&P 500.

While a number of S&P 500 companies have separated the roles of Chief Executive Officer and Chairman, not all of those companies have adopted an inflexible policy mandating the separation of Chairman and Chief Executive Officer roles, no matter the situation. Furthermore, a majority of S&P 500 companies do not have a separate, independent Chairman. According to the 2021 Spencer Stuart Board Index, approximately 63% of companies in the S&P 500 do not have an independent Chairman. We believe that rather than taking a “one-size-fits-all” approach to board leadership, the Board’s fiduciary duties are best fulfilled by retaining flexibility to determine the leadership structure that serves the best interests of our Company and stockholders, taking into account the Company’s needs and circumstances at any given time.

The Board is truly independent and has a Lead Independent Director with the authority to ensure proper checks and balances.

With the exception of Mr. Crowley, our Chairman and Chief Executive Officer, the Board is composed entirely of independent directors. Independent directors make up 87.5% of the Board. The Board effectively oversees management and provides vigorous oversight of the Company’s business and affairs. The Board and its standing committees, which consist entirely of independent directors, vigorously oversee the effectiveness of management policies and decisions, including the execution of key strategic initiatives. Consequently, independent directors directly oversee such critical matters as the integrity of the Company’s financial statements, the compensation of executive management, the selection and evaluation of directors, and the development and implementation of corporate governance programs.

Moreover, the Board has adopted a practice of appointing a Lead Independent Director. The duties of the Lead Independent Director are comprehensive and clearly delineated in our corporate governance documents available on our Investor Relations site through www.triumphgroup.com. The Lead Independent Director is charged with, among other things, acting as a liaison among other directors, with management and between Board committees and the Board, overseeing information provided to the Board, and coordinating the Board’s Chief Executive Officer planning process. The Lead Independent Director could also preside at Board meetings in the absence of the Chairman. This position improves the functionality of the Board and its Committees and aids in the fiduciary obligations each director has to the Company and its stockholders.

The Company’s track record of performance demonstrates that the Company’s existing corporate governance policies are effective.

The Board also believes that the ~~25% threshold is also~~proposal seeks to advance a solution to a problem that does not exist at the Company. In particular, the proposal ignores the stockholder value created by the Company’s performance and the Board and management’s exceptional leadership. For example, the Company’s stock price increased from $6.31 on May 1, 2020 to $26.01 on April 20, 2022, while navigating through the challenges of the ongoing COVID-19 pandemic, representing a significant stockholder return over the most ~~commonly used threshold for S&P 500 companies that grant stockholders a right to call a special meeting.~~

~~Convening a special stockholder meeting involves substantial expenses and time commitments.~~recent two-year period. The ~~Company must bear the costs associated with the preparation, printing and distribution~~strong performance of the ~~legal disclosure documents~~Company’s stock underscores the fact that the proposal does not seek to address any perceived performance-related deficiencies at the Company. The success of the Company has been driven by a strong understanding of the industry in which we operate, a demonstrated capability to drive performance improvement over successive cycles and the ~~administration~~vision to set the Company on a path to further success in the face of changing industry dynamics. There is no evidence to suggest that separating the roles of Chairman and Chief Executive Officer would improve our financial performance or otherwise benefit stockholders.

The Board further believes the current leadership model provides strong and consistent leadership and independent and effective oversight of the Company’s business and affairs. The proposal attempts to impose an inflexible policy that does not permit the Board, regardless of the circumstances, to exercise judgment about which arrangements would best serve the interests of our stockholders. The Board does not believe that adoption of such ~~a meeting. The Board~~policy is either the right approach or necessary for the Company or its stockholders.

Given the Board’s deep knowledge of the strategic goals of the Company, the unique opportunities and ~~management must also devote significant time away from business to prepare~~challenges it faces, and ~~conduct~~ the ~~meeting. Given such administrative and financial burdens, special stockholder meetings should be convened only to address significant matters that a substantial percentage~~various capabilities of our ~~stockholders believe must be addressed before~~directors and the ~~next regular annual meeting.~~

~~If less than 25%~~Company’s senior management, as well as the Company’s strong corporate governance policies and track record of the Company's stockholders want to call a meeting, such lack of support is an indication that a particular matter should be handled at an annual meeting rather than at a special meeting that would impose unnecessary costs and divert management's time and resources away from managing the Company's business. Lowering the threshold to 15% would mean that a small minority of stockholders or even a single stockholder can force the Company to incur significant costs and cause management distraction to call a special meeting when as much as 85% of the stockholders are not in favor of calling a meeting. Accordingly,performance, the Board believes that adoption of the proposal ~~if implemented would undermine~~is unnecessary and not in the ~~Company's ability to efficiently use~~best interest of the Company or its ~~resources and promote the interests of all~~ stockholders.

For the foregoing reasons, the Board ~~believes this~~of Directors recommends that you vote “AGAINST” proposal ~~should be evaluated in light of~~5 to adopt an independent board chairman policy. As with all proposals, if the Company's overall governance framework and commitment to stockholder outreach. Among other things, the Company has adopted and follows Corporate Governance Guidelines and annually holds stockholder say-on-pay votes.

Rules applicable to the Company also afford stockholders the opportunity to express their view on key corporate actions. For example, under Delaware law and New York Stock Exchange rules, the Company must submit significant matters, such as equity compensation plans, mergers and consolidations, large share issuances and other matters, to a stockholder vote.

~~In view of the existing right of the Company's stockholders to call a special meeting, as well as the Company's overall governance framework, the Board believes this~~ proposal is ~~unnecessary. Furthermore,~~not properly presented by the ~~current ownership threshold of 25% of~~proponent at the Company's issued and outstanding capital stock for stockholders to call a special meeting strikes the right balance between giving stockholders the ability to call special stockholder meetings and mitigating the risk of unnecessary expenses, business disruptions and misuse of such right by a small group of stockholders.Annual Meeting, it will not be voted upon.

The Board knows of no other matters that will be presented at the Annual Meeting. However, if other matters should properly come before the Annual Meeting, or any postponements or adjournments thereof, the person or persons voting the proxies will vote them with their judgment in those matters.

Pursuant to the Delaware General Corporation Law and the Company's Bylaws, our business is managed under the direction of our Board. Members of the Board are kept current on matters relating to our business: through reports from and discussions with our Chairman, President and Chief Executive Officer, and other executive officers of the Company; through an annual meeting with our executive officers and senior management from our operating locations; by reviewing materials provided to them by our executive officers, senior management, advisors and others; and by participating in meetings of the Board and, as applicable, its committees. In addition, to promote open discussion among our non-employee directors, those directors meet in regularly scheduled executive sessions without participation from management. These sessions are presided over by our ~~Chairman, who is one of our independent directors.~~Lead Independent Director.

We have adopted Corporate Governance Guidelines that are posted on our website at www.triumphgroup.com under “Investor Relations—Corporate ~~Governance~~Governance” and are available in print to any stockholder upon request.

Our Board has adopted a Code of Business Conduct that applies to each of our employees, officers and directors, including, but not limited to, our Chairman, President and Chief Executive Officer, Chief Financial Officer and Controller (principal accounting officer). The Code of Business Conduct is reviewed at least annually by the Nominating and Corporate Governance Committee (the “Governance Committee”) and amended as the Board deems appropriate upon the recommendation of the Governance Committee. A copy of the Code of Business Conduct is posted on our website at www.triumphgroup.com under “Investor Relations—Corporate Governance” and is available in print to any stockholder upon request.

On April 24, 2019, the Board, after review of similarly situated companies, approved amendments to the Company’s Bylaws to implement proxy access. The amendment to the Bylaws became effective immediately and therefore was available to stockholders at this Annual Meeting.Under Article III, Section 14 ~~was added to Article III to permit~~of the Bylaws, a stockholder or group of stockholders owning at least 3% of the Company’s outstanding common stock continuously for three years or more is permitted to nominate and include in the Company’s proxy materials for an annual meeting of stockholders director nominees constituting up to 25% of the total number of directors then in office, provided that the nominating stockholder(s) and nominee(s) satisfy the requirements specified in the ~~Bylaws.~~ Bylaws. This right is subject to various requirements, conditions, procedures and limitations set forth in the Bylaws, including the requirement that notice of such a nomination be provided to the Company not less than 120 days nor more than 150 calendar days prior to the one-year anniversary of the date of the Company’s proxy statement for the immediately preceding annual meeting of stockholders. A summary of the proxy access provisions included in the Bylaws is below.

We continually strive to better serve our customers, provide quality jobs for employees and value to our investors. Our directors, officers and employees are expected to conduct business ethically and in compliance with the Company’s Code of Business Conduct and all applicable laws, rules and regulations, and other compliance obligations. Triumph’s Code of Business Conduct is reflective of our culture and contains the business and ethical principles upon which we have built our reputation for integrity. We are committed to sourcing components and materials from companies that share our values ~~around~~regarding human rights, ethics and environmental responsibility. Additional details regarding our environmental, social and governance program can be found in our Sustainability and Annual Report, available on our investor relations website at ir.triumphgroup.com.

Employees. We value our employees and their families and, therefore, we offer competitive benefits that cover the many facets of health including resources and programs designed to support physical, mental, and financial wellness. We also provide tuition reimbursement and other educational and training opportunities to our employees. We view the development of our employees as critical to attracting and retaining our employees and advancing our enterprise as a whole.

Diversity. We value the diversity of our workforce and believe that the best business results are achieved when teams are populated with individuals from a diverse set of backgrounds, cultures, genders, and experiences. We track the diversity of our leadership and workforce and review our progress toward our diversity objectives with the Board on a periodic basis.

During fiscal year 2022, ensuring the safety of our employees during the global COVID-19 pandemic continued to be of paramount importance. Our ES&H team fosters and leads a culture that provides the skills, resources and management to fully engage and empower ~~the~~our workforce to create an incident-free environment. At our manufacturing sites, the ES&H team is leading the Company’s efforts to provide a safe workplace for our employees, customers and visitors and to ensure that our operations are conducted in an environmentally responsible manner in accordance with applicable laws and regulations. We continuously invest in educational platforms for our employees, contractors, and visitors to improve their skills and knowledge, as well as provide improved tools, to create an incident-free workplace.

Environmental. Our business, operations and facilities are subject to numerous stringent federal, state, local and foreign environmental laws and regulation by government agencies. Among other matters, these regulatory authorities impose requirements that regulate the emission, discharge, generation, management, transportation and disposal of hazardous materials, pollutants and contaminants, govern public and private response actions to hazardous or regulated substances that may be or have been released to the environment, and require us to obtain and maintain licenses and permits in connection with our operations. We continually seek to improve the design and safety of our processes, seek energy efficient options, and minimize waste generation through pollution prevention and sustainability strategies. We partner with contractors, suppliers, and third-party providers who share our commitment to eliminate work-related injuries, incidents, and environmental impacts.

Community Service and Philanthropy. Since 2011, we have demonstrated a deep dedication to corporate citizenship through our Wings community outreach program. Through Wings, based on the needs of their communities, our employees around the world create and implement service projects by partnering with local non-profit organizations and engage in meaningful volunteer projects that directly benefit local charities committed to serving the needs of others. ~~In 2018, to commemorate our 25th anniversary, the Company committed to 25,000 hours of volunteerism.~~ Through the Wings program and individual acts of volunteerism, employees at our sites have partnered with organizations including ~~The~~the United Way, ~~The~~ American Red Cross, ~~The~~ Salvation Army, Boys and Girls Club of Middle Tennessee, Ouachita Children’s Center, Los Angeles Regional Food Bank, Second Harvest Food Bank and many others. The Company enjoys partnering in local communities and team-based volunteer events help bring our employees together as one team serving its communities.

Triumph Group Charitable Foundation. In 2008, the Triumph Group Charitable Foundation was formed and funded. The Triumph Group Charitable Foundation allocates its approximately $300,000 annual grant budget to recipient organizations with the missions of advancing education, with a focus on science, technology, engineering and mathematics (STEM), improving our communities, and supporting veterans and military families.

We believe that the issuance of incentive and compensatory equity awards to our officers and directors, including non-employee directors, along with our stock ownership guidelines, help to align the interests of such officers and directors with our stockholders. As part of our insider trading policy, we prohibit any officers and directors from engaging in hedging activities with respect to any owned shares or outstanding equity awards. The policy also discourages pledges of any Company stock by officers and directors, and requires Company notice and approval. None of our officers and directors pledged any shares of Company stock during fiscal year ~~2020.~~2022.

The Board currently consists of ~~ten~~nine directors: Paul Bourgon, Daniel J. Crowley, Ralph E. Eberhart, Daniel P. Garton, ~~Richard A. Goglia,~~ Barbara W. Humpton, Neal J. Keating, William L. Mansfield, ~~Adam J. Palmer,~~ Colleen C. Repplier and Larry O. Spencer. ~~Adam J. Palmer~~Ralph E. Eberhart is not standing for reelection at the Annual Meeting.

The Board has determined by resolution that, effective as of the Annual Meeting, the size of the Board will be decreased to ~~nine~~eight directors.

Mr. Crowley has served as Chairman since November 17, 2020. The Board continues to believe that Mr. Crowley’s proven leadership capabilities, strategic and operational expertise, and deep understanding of the aerospace and defense industry make him well-qualified to lead the Company in the role of Chairman.

On July 21, 2021, the Board selected Mr. Mansfield to serve as Lead Independent Director, based upon his strong record of corporate governance, long-standing history with the Board, and public company leadership experience. In addition to the Corporate Guidelines established by the Board, the Board has approved and adopted Lead Independent Director Guidelines, which are posted on our website at www.triumphgroup.com under “Investor Relations—Corporate Governance” and are available in print to any stockholder upon request. Among other responsibilities, the Lead Independent Director is charged with:

The Board has determined that each of Mr. Bourgon, ~~Gen. Eberhart,~~ Mr. Garton, ~~Mr. Goglia,~~ Ms. Humpton, Mr. Keating, Mr. Mansfield, Ms. Repplier and Gen. Spencer are independent based upon the standards of independence set forth in the listing standards of the New York Stock Exchange and in our Independence Standards for Directors, which are posted on our website at www.triumphgroup.com under “Investor Relations—Corporate Governance.”

The Board held ~~eight~~six meetings during our fiscal year ended March 31, ~~2020~~2022 and also acted 135 times by unanimous written consent. Each of our directors attended at least 75% of the meetings of the Board and committees of the Board of which he or she was a member during the fiscal year ended March 31, ~~2020.~~2022. Mr. Keating did not attend any meetings in March 31, 2022 since he did not join the Board until after fiscal year 2022 ended. We encourage all of our directors to ~~virtually~~ attend the Annual Meeting. For the Annual Meeting, we expect all of our directors standing for reelection will attend. All of the directors attended the ~~2019~~2021 annual meeting of stockholders.

As ~~a non-executive~~ Chairman, ~~and an independent director, Gen. Eberhart chairs the~~Mr. Crowley leads meetings of the Board. As Lead Independent Director, Mr. Mansfield provides leadership of the independent directors during meetings of the Board and also generally attends meetings of the Board’s committees (without a vote) ~~and provides leadership of the independent directors.~~. Our Chairman isand Lead Independent Director are elected annually by the Board upon a recommendation by the Nominating, Governance, ~~Committee.~~and Sustainability Committee (the "Governance Committee"). Executive sessions of the independent directors are held at every Board meeting (which sessions are not attended by management, except upon invitation by the Chairman). While the Board believes this leadership structure is appropriate, the Board may decide to change it in the future.

The standing committees of the Board are the Audit Committee, the ~~Compensation~~Human Capital and ~~Management Development~~Compensation Committee (the “Compensation Committee”), the ~~Nominating and Corporate~~ Governance ~~Committee (the “Governance Committee”), the Finance~~ Committee, and the ~~Executive~~Finance Committee. All members of the ~~Audit Committee, the Compensation Committee and the Governance Committee~~Board's committees are independent, as independence for such committee members is defined in the listing standards of the New York Stock Exchange and in our Independence Standards for Directors, which are posted on our website at www.triumphgroup.com under “Investor Relations—Corporate Governance.”

The Board has adopted a written charter for each of the standing committees, each of which is reviewed at least annually by the relevant committee. A copy of the charter of each standing Board committee is posted on our website at www.triumphgroup.com under “Investor Relations—Corporate Governance” and is available in print to any stockholder upon request.

The Audit Committee, currently consisting of Mr. Garton (Chair), Mr. ~~Goglia, Mr. Mansfield,~~Keating, Ms. Repplier and Gen. Spencer, met ~~nine~~seven times during the last fiscal year. The Committee assists the Board in its oversight of the integrity of our financial statements, the operations and effectiveness of our internal controls, our compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of our internal audit function and the independent registered public accounting firm. The Audit Committee assists management in overseeing the Company's cybersecurity and enterprise risk management programs. The Audit Committee is also responsible for reviewing and approving all related person transactions in accordance with the Company’s policy.

The Compensation Committee, currently consisting of Mr. Bourgon, Mr. Eberhart, Mr. Garton, Ms. Humpton (Chair), Mr. ~~Mansfield (Chair)~~Keating and ~~Mr. Palmer~~Ms. Repplier met ~~five~~four times during the last ~~year.~~year and also acted one time by unanimous written consent. The Compensation Committee periodically reviews and evaluates the compensation of our officers and other members of senior management, administers the incentive plans under which the executive officers receive their compensation, establishes guidelines for compensation of other personnel and oversees our management development and succession plans. The Compensation Committee also assists management in overseeing the Company's human capital and diversity and inclusion programs.

The Compensation Committee determines the compensation of the Chairman, President and Chief Executive Officer. The Compensation Committee also reviews and approves the compensation proposed by the Chairman, President and Chief Executive Officer to be awarded to Triumph’s other executive officers, as well as certain key senior officers of each of Triumph’s operating companies and divisions. The Chairman, President and Chief Executive Officer generally attends Compensation Committee meetings but does not attend executive sessions or any discussion of his own compensation. The Compensation Committee also considers the results of the most recent stockholder advisory vote on executive compensation in determining executive compensation. The Compensation Committee may delegate any of its responsibilities to one or more subcommittees consisting solely of one or more members of the Compensation Committee as it may deem appropriate, provided, that the Compensation Committee does not delegate any power or authority required by law, regulation or listing standard to be exercised by the Compensation Committee as a whole.

As further described in the CD&A, for fiscal year ~~2020,~~2022, the Compensation Committee engaged a compensation consultant, Pay Governance ~~LCC~~LLC (“Pay Governance”), whose selection and fees were recommended and approved by the Compensation Committee, to assist the Compensation Committee and the Chairman, President and Chief Executive Officer in modifying the peer group, reviewing select officer pay recommendations, providing recommendations for fiscal year ~~2021’s~~2022’s long-term incentive plan design, and assisting with the preparation of the CD&A included in this Proxy Statement. Pay Governance provided the Compensation Committee with specific recommendations on the compensation for Mr. Crowley ~~the Chief Executive Officer,~~ and input on the compensation for the other named executive officers.

None of the members of the Compensation Committee is an officer or employee of the Company or any of its subsidiaries, nor were any of them an officer or employee of Company or any of our subsidiaries during the fiscal year ended March 31, ~~2020.~~2022. None of our executive officers served as a member of the compensation committee of another entity, one of whose executive officers served as one of our directors.

The Governance Committee, currently consisting of Mr. Bourgon, Mr. ~~Garton,~~Eberhart, Ms. Humpton, ~~Ms. Repplier~~ and Gen. Spencer (Chair), met ~~six~~four times during fiscal year 2022 and also acted one time by unanimous written consent. The Governance Committee assists the Board in identifying individuals qualified to become Board members, recommending the nominees for directors, developing and recommending our Corporate Governance Guidelines and overseeing the evaluation of the Board and management. In addition to these responsibilities, the committee also advises the Board on non-employee director compensation matters. In conjunction with the efforts of the Board's other committees, the Governance Committee also assists management in overseeing the Company's environmental, governance, and sustainability programs.

The Finance Committee, currently consisting of Mr. Bourgon, Mr. ~~Goglia,~~Eberhart, Mr. ~~Mansfield, Mr. Palmer~~Garton, Ms. Humpton, Ms. Repplier (Chair), and Gen. Spencer, met ~~five~~four times during the last fiscal ~~year.~~year and also acted one time by unanimous written consent. The Finance Committee reviews our capital structure and policies, financial forecasts, operations and capital budgets, pension fund investments and employee savings plans and corporate insurance coverage, as well as other financial matters deemed appropriate by the Board.

The Executive Committee, currently consisting of Mr. Crowley, Gen. Eberhart (Chair), Mr. Mansfield, Mr. Palmer and Gen. Spencer, exercises the powers and duties of our Board of Directors between Board meetings and while our Board is not in session. The Executive Committee has the authority to exercise all powers and authority of our Board, except for certain matters such as the review and approval or disapproval of related party transactions, matters which cannot be delegated by the Board of Directors to a committee of the Board pursuant to the Delaware General Corporation Law, the rules and regulations of the New York Stock Exchange, our Amended and Restated Certificate of Incorporation, as amended, or our Bylaws and matters that are reserved for another committee of the Board. The Executive Committee did not meet during the last fiscal year.

The Board of Directors is responsible for consideration and oversight of risks facing Triumph. Acting as a whole and through its standing committees, the Board is responsible for ensuring that material risks are identified and managed appropriately. The Board and its committees regularly review material strategic, operational, financial, compensation and compliance risks with senior management. In addition to such ongoing supervision, the Board has followed a practice of annually assessing the Company’s strategic risks and opportunities as part of an extended Board meeting. The Audit Committee performs a central oversight role with respect to financial and

compliance risks, receives a report from Internal Audit, on the Company’s enterprise risk management assessment at each regular meeting, and meets independently, outside the presence and without the participation of senior management, with Internal Audit and our independent accountants in conjunction with each regularly scheduled Board meeting. The Compensation Committee considers the risks of the Company’s compensation programs in connection with the design of our compensation programs for senior corporate and ~~company~~Company management. In addition, the Finance Committee is responsible for assessing risks related to our capital structure, significant financial exposures, our risk management and major insurance programs and regularly assesses financial risks associated with such exposures and programs.

As previously discussed, the Governance Committee assists the Board in identifying individuals qualified to become Board members and recommends the director nominees for the next annual meeting of stockholders. The Governance Committee will consider nominees for director recommended by stockholders in accordance with the following procedures. As a stockholder, you may recommend any person as a nominee for director for consideration by our Governance Committee by submitting the name(s), completed and signed questionnaire(s) and written representation and agreement(s), supplemented and updated if necessary, for each named person in writing to Jennifer H. Allen, Secretary, Triumph Group, Inc., 899 Cassatt Road, Suite 210, Berwyn, Pennsylvania 19312. Recommendations should be received by no earlier than March ~~18, 2021~~16, 2023 and later than April ~~17, 2021~~16, 2023 for the ~~2021~~2023 annual meeting of stockholders and, as further described in the Bylaws, should generally be accompanied by:

As set forth in our Corporate Governance Guidelines and the Governance Committee charter, the Governance Committee has not established any specific minimum eligibility requirements for nominees, other than personal and professional integrity, dedication, commitment and, with respect to a majority of the Board, ~~independence, or identified any specific qualities or skills necessary for directors to possess.~~independence. However, when assessing a candidate’s qualifications, the Governance Committee considers the candidate’s experience, diversity (including gender, racial, and ethnic diversity), expertise, education, insight, judgment, skills, character, conflicts of interest and background. Within the limitations of the maximum number of the Board members deemed to be effective for the management of the Company, the Governance Committee seeks to ensure diversity among all of these criteria to provide the Board with the greatest practicable breadth of input. The Governance Committee seeks to implement these principles through consideration, on at least an annual basis, of the Board’s composition and discussion with the Board of any identified criteria that the committee believes should be sought in considering candidates for membership. A consideration of the adequacy of the Board’s composition is formally included in the Board’s annual self-evaluation, and the adequacy of the process for identifying and recommending Board candidates is examined as part of the annual self-evaluation of the Governance Committee.

The Governance Committee does not have any specific process for identifying and evaluating nominees. It considers candidates proposed by directors, executive officers and stockholders, as well as those identified by third party search firms.

The Board of Directors ~~provides a process for~~welcomes and seeks input from the Company’s stockholders during its stockholder meetings, through its investor relations function, and ~~interested parties to send~~through direct communications to the Board. Stockholders and interested parties may communicate with any of our directors, any committee chair, the non-employee directors as a group or the entire Board of Directors by writing to the director, committee chair, non-employee directors or the Board in care of Triumph Group, Inc., Attention: Secretary, 899 Cassatt Road, Suite 210, Berwyn, Pennsylvania 19312. Communications received by the Secretary for any director or group of directors are forwarded directly to the director or group of directors. If the communication is addressed to the Chairman, ~~the~~ Board and no particular director is named, the communication will be forwarded, depending on the subject matter, to the Chairman, the Lead Independent Director, the appropriate committee chair, all the non-employee directors or all the directors.

In fiscal year ~~2020,~~2022, each of ~~Mr, Bourgon, Gen. Eberhart, Mr. Garton, Mr. Mansfield, Mr. Palmer and Gen. Spencer~~the independent directors received a cash retainer in the amount of $85,000. ~~Each of Ms. Humpton, Ms. Repplier and~~ Mr. ~~Goglia~~Mansfield received a ~~pro-rated cash retainer.~~Lead Independent Director fee of $25,000. In addition, ~~committee chairs~~the Chair of the Audit Committee received ~~chairperson fees in cash.~~a chair fee of $15,000, the Chair of the Compensation Committee received a chair fee of $12,500, the Chair of the Finance Committee received a chair fee of $10,000, and the Chair of the Governance Committee received a chair fee of $10,000. Each received an equity award in the form of restricted stock units. The following table summarizes compensation we paid to non-employee directors for their service during fiscal year ~~2020~~2022 under this revised non-employee director compensation program.

~~Throughout~~ fiscal year ~~2020, the~~2022, see Appendix A to this Proxy Statement.

Adjusted EBITDAP was $160 million in fiscal year 2022, a significant increase from $109 million in fiscal year 2021. Adjusted EBITDAP is a non-GAAP financial measure. For a reconciliation of net income to adjusted EBITDAP, see Appendix A to this Proxy Statement.

The Company ~~continued its efforts~~enjoyed strong stock performance during fiscal year 2022, increasing from a closing stock price of $18.38 on March 31, 2021 to ~~secure competitive wins to support its organic growth, including the following new contracts:~~

~~We generally maintained~~Following implementation of a number of cost-saving measures in fiscal year 2021 related to the ongoing global COVID-19 pandemic, the Company returned to plan designs that more similarly resembled those used prior to the pandemic.

With respect to our ~~compensation program structure~~fiscal year 2021 long-term incentive (“LTI”) awards, the unknown effects of the ongoing global COVID-19 pandemic on the Company’s business overall made it difficult for the Committee to set meaningful performance targets. To address the risk that performance targets ultimately would be either too easy to meet or inappropriately unachievable based on the speed and timing of the pandemic recovery, for fiscal year 2021, the Committee decided to award only restricted stock units (“RSUs”) to management, vesting ratably over three years. Each executive’s long-term incentive value was decreased by 10% from target given the absence of performance conditions. The Committee determined that this approach would balance the difficulty in establishing achievable yet challenging performance goals during the height of the pandemic with the need for the Company to retain its management team. In considering the goal of retention, the Committee also took into account the fact that outstanding performance share units (“PSUs”) granted for the performance periods fiscal year 2018-fiscal year 2020 ~~except~~would be forfeited as a result of the pandemic, and outstanding performance awards for the performance periods fiscal year 2019-fiscal year 2021 and fiscal year 2020-fiscal year 2022 were performing well below threshold performance on an interim basis and would also likely be forfeited. These outstanding awards would not be modified in any way to increase the likelihood of a ~~modest change to~~payout. The Committee granted only RSUs as a temporary pandemic-related structure only for the ~~metrics for our annual incentive~~fiscal year 2021 plan design and ~~equity incentive plan. This change is summarized below and was intended to correspond~~has already returned to the Company’s ~~evolving focus on operational execution~~customary plan design that incorporates both RSUs (weighted 40%) and ~~increased profitability, thereby enhancing long-term stockholder value.~~PSUs (weighted 60%) for fiscal year 2022. A summary of our fiscal year 2021 and 2022 AIP and LTI plans is reflected in the table below.

~~As a result~~PSU Award to President and Chief Executive Officer Upon Execution of the ongoing global COVID-19 crisis, the Compensation Committee has delayed the approval of financial targets under the fiscal year 2021 AIP and has delayed the granting of awards under for our fiscal year 2021 long-term incentive program to allow for time to assess appropriate designs, performance metrics, weightings, and targets that are informed by analysis of potential impacts on the operations of the Company. In light of the ongoing global COVID-19 crisis and following recommendation from the Company’s management, in AprilNew Employment Agreement

On November 17, 2020, the Company ~~introduced~~entered into an employment agreement with Mr. Crowley pursuant to which he will continue in his role as CEO of the Company, a ~~number~~role he held since January 2016. The term of ~~cost reduction measures including:~~the employment agreement is five years, although it may be terminated earlier under certain circumstances. This agreement is further discussed below. The Board simultaneously unanimously elected Mr. Crowley as Chairman of the Board.

~~In May 2020, to bolster the rigor of the Company’s clawback policy, the Compensation Committee adopted a recoupment policy applicable to short-term and long-term incentive plan awards granted~~this award were achieved during fiscal year 2021 and ~~thereafter. Pursuant to the recoupment policy, in addition to any forfeiture requirements imposed by Section 304~~2022 and accordingly, shares representing two-thirds of the ~~Sarbanes-Oxley Act~~aggregate award were issued to Mr. Crowley. The final tranche was earned on April 4, 2022, three days into fiscal year 2023, and the final allotment of 2002, the Compensation Committee has discretion to require any participant in the Company’s short-term or long-term incentive plans to reimburse the Company for up to three years of cash incentive pay and equity awards in the eventshares was issued at that the participant engages in an act of fraud or intentional misconduct in connection with his or her employment that contributes to or results in the need for an accounting adjustment to the Company’s financial results.time.

The following practices and policies ensure sound corporate governance ~~practices~~ and alignment of interests between stockholders and executives.

× No stock option grants with an exercise price less than the fair market value on the date of grant.

× No repricing or exchanging of stock options or other equity awards without stockholder approval.

× No hedging of Company securities by directors or executive officers and pledging of Company securities is restricted.

The Committee considers a mix of cash and equity awards over both the short-term and long-term as a critical balance in emphasizing Triumph’s commitment to performance alignment. This strong pay-for-performance alignment is clearly reflected in amounts earned by our NEOs based on the achievement of metrics established by the Committee under the ~~short-term~~AIP and ~~long-term incentive~~LTI plans.

The following table illustrates how our performance has affected the actual and interim payouts of our ~~short-term~~AIP and ~~long-term~~LTI incentives based on our closing stock price of ~~$6.76~~$25.28 on March 31, ~~2020,~~2022, the final trading day of our fiscal year. Based on our actual and interim performance versus goals, the total realizable compensation for our CEO over the past three fiscal years is ~~48%~~143% of target, when including base salary earned over the period.

The average annual ~~cash incentive~~AIP payout over the last three fiscal years for our CEO is ~~100%~~121% of target. RSUs granted over the ~~3-year~~three-year period have a realizable value of ~~28%~~170% of grant value. Annual PSUs granted over the ~~3-year~~three-year period have noa realizable value ~~with the FY18 – FY20~~of 141% of grant value (the fiscal year 2020-fiscal year 2022 PSUs ~~not being~~have been earned at 42% of target, and interim performance for ~~the FY19~~fiscal year 2022-fiscal year 2024 is trending at 200% of target).

Three-Year (Fiscal Year 2020 – ~~FY21 and FY20 – FY22 being below threshold.~~

~~Three-Year (FY18 – FY20)~~Fiscal Year 2022) Aggregate CEO Compensation (in millions)

⁽²⁾

Annual RSUs indicates the market value on March 31, ~~2020~~2022 of the shares (vested and unvested) underlying the RSUs as a percentage of the market value on the grant date. ~~To the extent that the market value has declined, the dollar amount of the value of the RSUs reflected in the Summary Compensation Table also will decline.~~

⁽³⁾

Annual PSUs indicates the ~~percentage~~market value on March 31, 2022 of ~~the~~ PSUs that ~~would~~have or may be paid out based on ~~our TSR (stock price plus dividends)~~pre-established goals as ~~compared to the TSR~~a percentage of ~~the peer group companies, and our absolute TSR versus per-established TSR growth goals.~~grant date fair value. In fiscal year 2020, the PSUs ~~also~~granted included pre-established goals for Relative TSR, Absolute TSR, and EBITDAP Margin. In fiscal year 2022, the PSUs included pre-established goals for Net Debt to Adjusted EBITDAP Ratio and EBITDAP Margin with a modifier based on TSR. While annual PSU awards granted in fiscal year 2022 are trending above target as of March 31, 2022, it is possible for the awards to payout at a lower value prior to the end of the performance period based on future performance. No PSUs were granted for fiscal year 2021.

(4)

November 2020 PSU Awards include the first and second tranche of the November 2020 CEO PSU award which have vested. The value above is based on the March 31, 2022 stock price at closing of $25.28. The final tranche was earned on April 4, 2022, three days into fiscal year 2023, and the final allotment of shares was issued at that time.

The Process for ~~Setting~~Setting Compensation

Objectives of Executive Compensation Program

Our executive compensation program is intended to achieve several business objectives:

•

to provide fair and competitive compensation based on market data and driven primarily by performance-based targets;

•

to help us recruit and retain executives with the talent required to successfully manage and grow our business;

•

to enhance a long-term commitment to Triumph’s success by providing elements of compensation that align ~~their~~executives’ interests with those of our stockholders over multiple years;

•

to provide compensation that recognizes individual contributions as well as overall business results; and

•

to avoid or minimize the risks of incentivizing management behavior that is inconsistent with the interests of our stockholders.

Determining Executive Compensation: Process and Roles

The following parties are responsible for the development and oversight of our executive compensation program for our NEOs:

Compensation Committee

The Committee operates under a written charter approved by the Board and reviewed by the Committee annually. The charter provides that the Committee is accountable for: evaluating, adjusting, and approving executive compensation plans, policies and programs; considering matters relating to management evaluation, development and succession; and recommending individuals for appointment as officers.

In structuring each element of compensation and the executive compensation package, the Committee strives to create incentives for management toin accordance with the interests of our stockholders to drive long-term growth in the Company’s equity value. For fiscal year ~~2020,~~2022, the Committee determined CEO ~~compensation;~~compensation and the CEO recommended compensation for the other NEOs. The Committee then considered and approved compensation for the CEO and the other NEOs, taking into consideration the compensation factors described in this CD&A.

Independent Compensation Consultant to the Committee

The Committee has the authority under its charter to retain independent consultants or advisors to assist it in gathering information and making decisions. The Committee has sought the advice of compensation consultants in the past to assist in developing appropriate incentives and in minimizing the risk that incentives will encourage inappropriate executive decisions and actions. Since August 2018, the Committee has retained Pay Governance, ~~LLC (“Pay Governance”),~~ a nationally recognized independent executive compensation consultant, to provide advice on executive compensation matters.

During fiscal year ~~2020,~~2022, Pay ~~Governance~~Governance: (1) reviewed the Company’s peer group to provide recommendations to better align the size and business fit of the companies we use as a comparison; (2) analyzed the competitive levels of each element of compensation (i.e., base salary, target annual incentive, and long-term incentive) and total compensation for the NEOs relative to our peer group and industry standards; (3) aided in developing and implementing the fiscal year ~~2020~~2022 annual and long-term incentive plan designs; (4) assisted in the preparation of this CD&A; and (5) provided advice on a number of other executive compensation and related governance matters. In addition, Pay Governance attended and participated in Committee meetings, met with the Committee in executive sessions without our executive officers or other members of management present, met individually with the Committee Chair, and reviewed and commented on management’s presentations used to engage in conversations with the Committee.

The Committee has analyzed whether the work of Pay Governance has raised any conflict of interest and has concluded that its work, including the individuals consulting services to the Committee, has not created any conflict of interest. The Committee also considered and confirmed the independence of legal advisors it retained during fiscal year ~~2020.~~2022.

Management

Management supports the Committee by making recommendations and providing analyses with respect to competitive pay practices and pay ranges, compensation and benefit plans, incentive goal setting, policies and procedures related to equity awards, perquisites, and general compensation and benefits philosophy. Senior human resources and legal executives attend Committee meetings to provide perspective and expertise relevant to the meeting agenda. Members of management do not recommend, determine, or participate in Committee discussions related to their individual compensation arrangements. The CEO provides executive compensation recommendations for his direct reports, including the other NEOs. These recommendations are based on analysis and guidance provided

by the compensation consultant on behalf of the Committee and the CEO’s assessment of individual specific factors, including performance against key performance indicators.

Use of Market Data and Competitive Market Positioning

Competitive Assessment

~~Competitive Assessment~~

The Committee reviews the Company’s performance and authorizes the salaries, incentive opportunities, and equity grants for the NEOs annually. As context for these decisions, the Committee reviews compensation practices and pay levels for the peer group of comparable companies as well as competitive survey data.

The Peer Group and Benchmarking

The Committee maintains a group of companies similar in size and industry in order to gauge marketplace compensation levels, program design, and practices. The Committee approved the fiscal year ~~2020~~2021 peer group of companies contained in the table below who have been selected based on the following criteria:

•

Industry (Aerospace & Defense and adjacent industries in which Triumph may compete for talent, economic capital or potential customers);

•

Comparability in size (as defined through revenue, market capitalization, and assets);

•

General business fit; and

•

Business complexity and scope of operations.

The peer group companies are reviewed annually to confirm continued alignment with the selection criteria. The peer group used to determine fiscal year ~~2020~~2022 pay levels included the following 1820 companies:


Peer Group for Fiscal Year ~~2020 Peer Group~~2022

AAR Corp.	Curtiss-Wright Corporation	~~Regal Beloit Corporation~~
~~Aerojet Rocketdyne Holdings, Inc.~~	~~Hexcel Corporation~~	~~Spirit AeroSystems Holdings,~~Mercury Systems, Inc.
~~Allegheny Technologies~~Albany International Corporation	Ducommun Incorporated	~~Huntington Ingalls Industries,~~Moog Inc.

Astronics Corporation	HEICO Corporation	Teledyne Technologies Incorporated
~~AMETEK,~~Barnes Group Inc.	Hexcel Corporation	TriMas Corporation

CIRCOR International, Inc.	ITT Inc.	~~The Timken Company~~
~~Carlisle Companies~~TransDigm Group Incorporated	~~Kaman Corporation~~	~~Valmont Industries, Inc.~~
Crane Co.	~~Moog Inc.~~Kaman Corporation	Woodward, Inc.

Cubic Corporation	Materion Systems, Inc.

In ~~fiscal year 2020,~~February 2022, the Committee ~~reviewed~~conferred with Pay Governance and determined that it would make no changes to the peer group ~~that will be used~~ for fiscal year ~~2021 compensation decisions and based on recommendations by Pay Governance and input from management, did not recommend any changes. Triumph is reasonably aligned~~2023, with the ~~peer group from a financial profile perspective.~~exception of eliminating Cubic Corporation, which was taken private in May 2021.

General Industry Survey Data

To supplement the peer group data, we also used the ~~Wills~~Willis Towers Watson General Industry Executive Compensation Survey Report to ensure that the Company’s compensation practices reflect broader industry practices and to match positions not available through the peer proxy review analysis. We reviewed specific parts of the database that provided compensation from companies with comparable size and scope to Triumph.

Executive ~~Compensati~~onCompensation Program Details

Current Program Overview

Our compensation strategy is to place a major portion of total executive compensation at risk in the form of annual incentives and long-term stock-based compensation programs. This principle is demonstrated by our performance-oriented AIP and our long-term incentive structure, which isincludes the use of RSUs (weighted at 40%) and PSUs (weighted at 60% ~~performance-based.~~). The components of ~~our current~~the fiscal year 2022 executive compensation program ~~are:~~were:

Each of these components is described separately below.

In making decisions about compensation, the Committee closely reviews each separate component, as well as the full compensation package provided to each executive officer, including the NEOs.

Pay Mix

The actual annual incentive payout and payout on PSUs vary year-to-year with the Company’s performance. At target, the Committee intends for a large portion of our executives’ compensation to be performance-based and delivered through equity awards to help align the interests of our executives with those of our stockholders.

The figures below represent fiscal year ~~2020~~2022 pay mix and include: (1) base salary, (2) target annual incentives, and (3) target long-term incentives. RSUs are considered variable since their value depends on the stock price of the Company.


Mr. Crowley	Average of Other NEOs
	~~Other Current NEOs Average~~

Changes in Target Pay Levels

InFor fiscal year ~~2020,~~2022, the Committee ~~approved targeted increases~~largely declined to increase target compensation ~~in recognition of individual performance of each Current NEO and with~~levels for the ~~objective of better aligning compensation with market median pay levels.~~

NEOs. The following table shows the Committee’s determinations regarding our ~~Current NEO’s~~NEOs’ fiscal year ~~2020~~2022 target compensation rates as compared to their fiscal year ~~2019~~2021 target compensation ~~rates.~~rate.



Current Named Executive Officers	Fiscal Year	Base Salary(1)		Target Bonus(2)		Target LTI(3)		Target Total Pay

Daniel J. Crowley	2022	$	975,000	$	1,072,500	$	3,412,500	$	5,460,000
	2021	$	975,000	$	1,072,500	$	3,412,500	$	5,460,000
James F. McCabe	2022	$	550,000	$	550,000	$	1,325,000	$	2,425,000
	2021	$	550,000	$	550,000	$	825,000	$	1,925,000
William C. Kircher	2022	$	500,000	$	400,000	$	625,000	$	1,525,000
	2021	$	500,000	$	400,000	$	625,000	$	1,525,000
Jennifer H. Allen	2022	$	450,000	$	328,418	$	956,800	$	1,735,218
	2022	$	416,000	$	312,000	$	956,800	$	1,684,800
	2021	$	416,000	$	312,000	$	416,000	$	1,144,000
Thomas A. Quigley, III	2022	$	295,800	$	146,756	$	174,000	$	616,556
	2022	$	290,000	$	145,000	$	174,000	$	609,000
	2021	$	290,000	$	145,000	$	174,000	$	609,000

Named Executive Officers

Fiscal Year

Base Salary

Target Bonus

Target LTI

Target Total Pay

Daniel J. Crowley

2020

$
975,000

$
1,072,500

$
3,412,500

$
5,460,000

2019

$
927,000

$
1,019,700

$
3,012,750

$
4,959,450

James F. McCabe ⁽¹⁾

2020

$
550,000

$
550,000

$
825,000

$
1,925,000

2019

$
550,000

$
550,000

$
825,000

$
1,925,000

2019

$
520,000

$
390,000

$
650,000

$
1,560,000

Peter K. A. Wick

2020

$
430,000

$
322,500

$
430,000

$
1,182,500

2019

$
413,000

$
309,750

$
309,750

$
1,032,500

Jennifer H. Allen

2020

$
416,000

$
312,000

$
416,000

$
1,144,000

2019

$
400,000

$
300,000

$
300,000

$
1,000,000

Ostrosky, Daniel J.

2020

$
380,000

$
228,000

$
285,000

$
893,000

2019

$
380,000

$
228,000

$
285,000

$
893,000

(1)

The base salary numbers above were target base salaries, however were subject to 2% reduction for a portion of fiscal year 2022 in light of the ongoing global COVID-19 pandemic.

(2)

In August 2021, in connection with the transition in her role from serving as Senior Vice President, General Counsel & Secretary to Senior Vice President, Chief Administrative Officer, General Counsel & Secretary, the Committee approved an increase in Ms. Allen's base salary to $450,000. This change also resulted in a prorated change to her target bonus for fiscal year 2022. In August 2021, in connection with a review of market data, the Committee approved an increase to Mr. Quigley's base salary to $295,800. This change also resulted in a prorated change to his target bonus for fiscal year 2022.

(3)

For Mr. McCabe and Ms. Allen, the target LTI numbers above include one-time enhanced awards approved by the Committee in fiscal year 2022 for purposes of retention.

⁽¹⁾

In February 2019, to align with the market median, the Compensation Committee approved a market adjustment to Mr. McCabe’s compensation of 6% to base, 25% to STI target, and 25% to LTI target. His compensation was then not further increased for fiscal year 2020.

Base Salaries

We initially set base salary for a NEO by evaluating the responsibilities of the position and the experience of the individual. In doing so, we consider the ~~comp~~compensation marketplace for executive talent. We determine annual salary adjustments by evaluating the performance of the Company and of each NEO, considering changes in responsibilities. For fiscal year ~~2020,~~2022, the Committee ~~approved~~declined to approve any merit ~~increases~~increase for the NEOs ~~ranging from 0.0% to 5.2% in line with current market rates. Effective April 1, 2021, following recommendation from the Company’s management, NEO’s base salaries were temporarily reduced by 10%~~except as ~~a component of the Company’s cost reduction efforts related to COVID-19.~~

described below. Fiscal year ~~2020~~2022 NEO base salaries were set as follows:



	Fiscal Year		Fiscal Year
Current Named Executive Officers	2022(1)(2)		2021(3)		Change

Daniel J. Crowley	$	975,000	$	975,000	$	—
James F. McCabe	$	550,000	$	550,000	$	—
William C. Kircher	$	500,000	$	500,000	$	—
Jennifer H. Allen	$	450,000	$	416,000	$	34,000
Thomas A. Quigley, III	$	295,800	$	290,000	$	5,800

Current Named Executive Officers

Fiscal Year 2020
Fiscal Year 2019
Change

Daniel J. Crowley

$
975,000

$
927,000

$
48,000

James F. McCabe

$
550,000

$
550,000

$
0

Peter K. A. Wick

$
430,000

$
413,000

$
17,000

Jennifer H. Allen

$
416,000

$
400,000

$
16,000

Daniel J. Ostrosky

$
380,000

$
380,000

$
0

(1)

The base salary numbers reflected above were target base salaries, however, were subject to 2% reduction for a portion of fiscal year 2022 in light of the ongoing global COVID-19 pandemic.

(2)

In August 2021, in connection with the transition in her role from serving as Senior Vice President, General Counsel & Secretary to Senior Vice President, Chief Administrative Officer, General Counsel & Secretary, the Committee approved an increase in Ms. Allen's base salary to $450,000. In August 2021, in connection with a review of market data, the Committee approved an increase to Mr. Quigley's base salary to $295,800.

(3)

The base salary numbers reflected above were target base salaries, however, were subject to 10% reduction during fiscal year 2021 in light of the ongoing global COVID-19 pandemic.

Annual Incentive Compensation

In accordance with the annual cash bonus plan, the Committee establishes target incentive awards as a percentage of salary for each NEO. The incentive opportunities are meant to provide our executives with the potential for a target or maximum level reward only if our pre-established performance objectives are met or exceeded. Each NEO has the opportunity to earn up to 200% of target if challenging maximum goals are achieved and zero payout if minimum threshold goals are not reached.

Performance goals for fiscal year ~~2020~~2022 were based on EBITDAP, free cash flow, and strategic measures as shown below.

Fiscal Year ~~2020~~2022 AIP

~~Mr. Crowley, Mr. McCabe, Ms. Allen,~~ Structure and ~~Mr. Ostrosky~~

~~Mr. Wick~~Payouts

The annual cash bonus award target percentages were established by the Committee for Mr. Crowley. The CEO provides the Committee with recommendations for the other NEOs, and based on the recommendations of the CEO, the Committee considers and approves such officers’ compensation. These target bonus amounts consider each executive’s compensation level and individual performance results. They are meant to balance fixed compensation and compensation at risk, taking into consideration the position’s significance and the executive’s record of performance against Company objectives were as follows.

~~Similar to~~As with base salary increases, the Committee carefully considered the results of the competitive benchmarking in setting target opportunities for fiscal year ~~2020,~~2022, which were as follows:



Current Named Executive Officers	Fiscal Year 2020 Target Bonus (as % of Salary)		Fiscal Year 2020 Target Bonus ($ Value)			Fiscal Year 2022 Target Bonus (as % of Salary)	Fiscal Year 2022 Target Bonus ($ Value)

Daniel J. Crowley		110%		$	1,072,500	110%	$	1,072,500
James F. McCabe		100%		$	550,000	100%	$	550,000
Peter K. A. Wick		75%		$	322,500
Jennifer H. Allen		75%		$	312,000
Daniel J. Ostrosky		60%		$	228,000
William C. Kircher						80%	$	400,000
Jennifer H. Allen*						75%	$	328,418
Thomas A. Quigley, III*						50%	$	146,756

~~Fiscal Year 2020 AIP Payouts for Mr. Crowley, Mr. McCabe,~~* In August 2021, in connection with the transition in her role from serving as Senior Vice President, General Counsel & Secretary to Senior Vice President, Chief Administrative Officer, General Counsel & Secretary, the Committee approved an increase in Ms. ~~Allen, and Mr. Ostrosky~~

~~For Mr. Crowley, Mr. McCabe, Ms. Allen, and Mr. Ostrosky~~Allen's base salary to $450,000. This change also resulted in a prorated change to her target bonus for fiscal year ~~2020,~~2022. In August 2021, in connection with a review of market data, the Committee approved an increase to Mr. Quigley's base salary to $295,800. This change also resulted in a prorated change to his target bonus for fiscal year 2022. The fiscal year 2022 target bonus values above reflect the prorated target values.

In fiscal year 2022, the Committee established threshold, target, and maximum performance goals for Adjusted EBITDAP and free cash flow (as depicted below). Fiscal year ~~2020~~2022 goals for EBITDAP and free cash flow were set to align with the operating plan approved by the Board. ~~The performance goal~~Payouts for ~~free cash flow was set above~~actual Free Cash Flow and EBITDAP results are determined using linear interpolation among the ~~prior year target~~Threshold, Target, and ~~prior year actual performance.~~Maximum levels described below.



In $M	Adjusted EBITDAP			Free Cash Flow⁽¹⁾			Adjusted EBITDAP	Adjusted Free Cash Flow

Achievement		$	250		$	69	$160	$(157)
Threshold		$	230		$	0	$118	$(203)
Target		$	287		$	31	$148	$(170)
Maximum		$	345		$	60	$178	$(137)

⁽¹⁾	~~Free Cash Flow is linear with interpolation between the Threshold, Target and Maximum levels described above.~~



Fiscal Year 2020 Triumph Consolidated Adjusted EBITDAP Performance ($MM)	Fiscal Year 2020 Triumph Free Cash Flow Performance ($MM)

The Company achieved ~~$242~~$160 million in non-GAAP ~~EBITDAP, which~~EBITDAP. This outcome was adjusted to $250 million by the Compensation Committee in accordance with plan terms (87% of target). The Company also achieved $57 million in non-GAAP free cash flow, which was adjusted to $69 million by the Compensation Committee in accordance with the plan terms (200% of target). Both of these outcomes were applied when determining the NEOs’ bonus payouts. The Company also achieved Free Cash Flow of $(157) million achieved in part through disciplined expense management during the fiscal year, as well as improved business conditions during the final quarter of the fiscal year.

Performance levels for both metrics reflect adjustments consistent with the performance goals determination under the 2018 Executive Cash Incentive Compensation Plan (the “2018 Plan”), including adjustments to EBITDAP that results in a difference to reported operating income under GAAP. The use of non-GAAP metrics, resulting from the four adjustments made, as described below, represent the Committee’s determination that the Company made strong progress in fiscal year ~~2019~~2022 to right-size the portfolio and focus the Company on its key areas of expertise, with the intent of generating higher returns for all stakeholders and positioning the Company for long-term success in fiscal year ~~2020~~2023 and beyond.

See Appendix BA for a reconciliation of GAAP and adjusted, non-GAAP EBITDAP, and a description of the adjustments to non-GAAP free cash flow.



Adjustment	Details	Rationale

Divestiture of non-core businesses	Exclude the loss on divestiture impact from EBITDAP	The divestiture of the ~~Nashville large structures~~Staverton, U.K. business was made to improve the quality of the Company’s assets and enable the reinvestment of resources. ~~The divested business was not purchased by the current leadership team.~~

Performance of divested business	~~Exclude impact from operating income and free cash flow~~	Excluding the amount of EBITDAP and free cash flow for the periods of the divestiture permits measurement of results based on the core business. These adjustments are aligned with adjustments made in prior years.

~~Goodwill Impairment~~	~~Exclude impact from operating income~~	~~Goodwill impairments are non-cash charges unrelated to the core business. These adjustments are aligned with adjustments made in prior years.~~
~~Other post-employment benefit retirement~~	~~Exclude impact from operating income and free cash flow~~	~~In exchange for settling outstanding retiree medical benefits liability, the Company paid one-time union incentives and accelerated a portion of cash payments.~~

In addition to the two financial measures, the strategic goals were achieved at ~~80%~~150% of target. Strategic goals included the following:

Based on achievement of strategic goals at ~~80%~~150% of target and achievement levels against financial performance metrics, a corporate payout of ~~123%~~142.7% of target was calculated under plan ~~terms for Mr. Crowley, Mr. McCabe, Ms. Allen, and Mr. Ostrosky as reflected in the table below:~~ terms.

~~At its April 2020 meeting, however, in accordance with plan terms and following recommendation from the Company’s management, the Compensation Committee reduced the calculated award~~(1)

Represents a non-GAAP metric. See Appendix A for ~~Mr. Crowley, Mr. McCabe, Ms. Allen, and Mr. Ostrosky~~a reconciliation of consolidated net loss (GAAP) to ~~95% of target in light of the ongoing global COVID-19 crisis.~~

~~Fiscal Year 2020 AIP Payouts for Mr. Wick~~

~~As described above, Mr. Wick’s bonus payout was determined based on corporate~~consolidated adjusted EBITDAP (non-GAAP) and consolidated cash flow used in operations (GAAP) to consolidated free cash flow ~~results (37.5%), achievement of corporate strategic objectives (25.0%), and as a business unit head, adjusted EBITDAP and free cash flow performance of the Aerospace Structure business unit (37.5%)~~(non-GAAP). ~~The EBITDAP and free cash flow threshold, target, and overachievement performance goals were established for Aerospace Structures (as depicted below).~~



Fiscal Year 2020 Aerospace Structures Adjusted EBITDAP Performance ($MM)	Fiscal Year 2020 Aerospace Structures Free Cash Flow Performance ($MM)

In fiscal year 2020 the Aerospace Structures business unit achieved $100 million in adjusted EBITDAP, which was adjusted to $114 million by the Compensation Committee in accordance with plan terms (121% of target) and $59 million in free cash flow, which was adjusted to $70 million by the Compensation Committee in accordance with the plan terms (200% of target). Based on achievement of strategic goals at 80% of target and achievement levels against financial performance metrics at a corporate level, and achievement levels against financial performance metrics at the Aerospace Structures business unit level, a payout of 133% of target was calculated under plan terms for Mr. Wick as reflected in the table below:

Financial Results
($MM)

Annual Cash Bonus Payout
Mr. Wick Performance Measure

Target

Actual

Achievement
(Payout Factor)

Metric
Weight

Weighted
Total

Triumph Consolidated Adjusted EBITDAP⁽¹⁾

$
287

$
250

67%

18%

12%

Operating Adjusted Free Cash Flow ⁽¹⁾

$
31

$
69

200%

20%

40%

Aerospace Structures Adjusted
EBITDAP⁽¹⁾

$
100

$
114

121%

18%

21%

Aerospace Structures Adjusted Free
Cash Flow⁽¹⁾

$
(33
)

$
70

200%

20%

40%

Strategic Goals

100%

80%

80%

25%

20%

TOTAL

133%

⁽¹⁾	~~Represents a non-GAAP metric. See Appendix B for a reconciliation of cash flow from operations (GAAP) to non-GAAP free cash flow and adjusted free cash flow.~~

At its April 2020 meeting, however, in accordance with plan terms and following recommendation from the Company’s management, the Compensation Committee reduced the calculated award for Mr. Wick to 110% of target in light of the ongoing global COVID-19 crisis.

Cash awards paid to our NEOs under the fiscal year ~~2020~~2022 AIP were as follows:

Named Executive Officer

Fiscal Year 2020
Incentive Adjusted Calculated Payout

Fiscal Year 2020
Payout as a % of
Target Bonus

Daniel J. Crowley

$
1,018,875

95.0%

James F. McCabe

$
522,500

95.0%

Peter K. A. Wick

$
254,750

110.0%

Jennifer H. Allen

$
296,400

95.0%

Daniel J. Ostrosky

$
216,600

95.0%



NEOs	Fiscal Year 2022 Incentive Adjusted Calculated Payout		Fiscal Year 2022 Payout as a % of Target Bonus

Daniel J. Crowley	$	1,530,458	142.7%
James F. McCabe	$	784,850	142.7%
William C. Kircher	$	570,800	142.7%
Jennifer H. Allen*	$	468,652	142.7%
Thomas A. Quigley, III*	$	209,421	142.7%

~~Mr. Dubey’s~~* As discussed above, In August 2021, in connection with the transition in her role from serving as Senior Vice President, General Counsel & Secretary to Senior Vice President, Chief Administrative Officer, General Counsel & Secretary, the Committee approved an increase in Ms. Allen's base salary to $450,000. This change also resulted in a prorated change to her target bonus for fiscal year ~~2020 cash~~2022. In August 2021, in connection with a review of market data, the Committee approved an increase to Mr. Quigley's base salary to $295,800. This change also resulted in a prorated change to his target bonus ~~payment was addressed under the terms of his separation agreement, which are referenced in the Summary Compensation Table below.~~for fiscal year 2022.

Long-Term Incentive Compensation

LTI compensation represents a significant proportion of executive compensation at Triumph and is designed to align management’s interests with that of our stockholders. The Committee determines the size of any grant made to our CEO and approves the amounts of the grants made to the other NEOs based upon the CEO’s recommendations.

Annual grants of LTI compensation are typically made in the spring following the Committee’s meeting held in conjunction with the first meeting of our Board in the fiscal year. The grant values are based on the closing price of the stock on the date of grant and the number of stock units subject to the award.

Fiscal Year ~~2020~~2022 Annual Long-Term Incentive Compensation Awards

InRSUs awarded in fiscal year 2020, all NEOs received 60% of their annual LTI award value in PSUs and 40% of their LTI award value in time-based RSUs. A higher weighting is placed on PSUs to reflect the Company’s strong pay for performance philosophy.

~~RSUs~~2022 vest ratably over three years. PSUs ~~may be earned based~~vest at the ~~attainment~~end of ~~absolute TSR, relative TSR, and~~the three-year period. At the end of the three-year period, the base PSU payout amount is calculated using 25% weighting on Adjusted EBITDAP Margin ~~goals during~~and 75% weighting on Adjusted Net Debt to Adjusted EBITDAP Ratio. To ensure alignment between executive payouts and stockholder returns., the ~~three-year performance period. The TSR metrics are each weighted at 30% and~~base PSU calculation then subject to a modification based on TSR. If the EBITDAP Margin is weighted at 40%. PSUs may be earned at a target level (the established performance goals are met at the 100% level), threshold level (the established performance goals are met such that 50% of the target incentive award is earned), and maximum level (the established performance goals are exceeded such that 200% of the target incentive award is earned). Performance between the threshold, target, and maximum performance levels will result in awards adjusted in an amount so as to be in linear proportion to the difference between the achieved performance level and the established performance levels. No award will be earned if the threshold is not met during the three-year performance period, and no award shall be earned that exceeds 200% of the target incentive award.

~~Absolute TSR goals are depicted below. The Committee set the target goal on a compounded~~compound annual growth rate ~~(CAGR) basis, to reflect~~("CAGR") over the ~~Company’s strong pay for performance philosophy.~~three-year period is less than 7.5%, the base PSU payout will be multiplied by 0.75, if the CAGR over the three-year period is 7.5% or higher but less than 11%, the base PSU payout will be multiplied by 1.00, if the CAGR over the three-year period is 11% or higher but less than 15%, the base PSU payout will be multiplied by 1.25, and if the CAGR over the three-year period is 15% or higher, the base PSU calculation will be multiplied by 1.50.

Performance vs. Absolute TSR Goal

Absolute TSR

Earned Payout

Below Threshold

< 7.5%

0%

At Threshold

7.5%

50%

At Target

11.0%

100%

At Maximum

>= 15.0%

200%

~~Relative TSR goals are depicted below.~~ The ~~Committee set the target goal at above median performance (i.e., 55~~^th ~~percentile) to align with market practice and to reflect the Company’s strong pay for performance philosophy.~~


~~Performance vs. Relative TSR Goal~~	~~Percentile Rank~~ ~~Against Fiscal Year~~ ~~2020 Peer Group~~		~~Earned Payout~~

~~Below Threshold~~		~~< 30~~^th~~Percentile~~		0%
~~At Threshold~~		30^th~~Percentile~~		~~50%~~
~~At Target~~		55^th~~Percentile~~		~~100%~~
~~At Maximum~~		~~>= 80~~^th~~Percentile~~		~~200%~~


~~Performance vs. EBITDAP Margin Goal~~	~~3-Year~~ ~~Cumulative~~ ~~Increase~~		~~Earned Payout~~

~~Below Threshold~~		~~< 10% Margin~~		0%
~~At Threshold~~		~~10% Margin~~		~~50%~~
~~At Target~~		~~13.6% Margin~~		~~100%~~
~~At Maximum~~		~~>= 15% Margin~~		~~200%~~

~~Similar to the annual short-term incentive process, the~~ Committee sets the target LTI opportunities for our NEOs ~~as a percentage of base salary.~~on an annual basis. The Committee puts greater weight on the long-term incentive opportunity to focus management ~~towards~~on the overall sustained performance of the Company and approved the following for fiscal year ~~2020:~~2022:

Current Named Executive Officers

Fiscal Year 2020
Target LTI
(as % of Salary)

Fiscal Year 2020
Target LTI
($ Value)

Fiscal Year 2020
Target Number of
Units Granted(1)

Daniel J. Crowley

350%

$
3,412,500

162,732

James F. McCabe

150%

$
825,000

39,342

Peter K. A. Wick

100%

$
430,000

20,505

Jennifer H. Allen

100%

$
416,000

19,838

Daniel J. Ostrosky

75%

$
285,000

13,591



NEOs	Fiscal Year 2022 Target LTI ($ Value)		Fiscal Year 2022 Target Number of Units Granted

Daniel J. Crowley	$	3,412,500		194,445
James F. McCabe*	$	1,325,000		75,498
William C. Kircher	$	625,000		35,613
Jennifer H. Allen*	$	956,800		54,518
Thomas A. Quigley III	$	174,000		9,915

* For Mr. McCabe and Ms. Allen, the target LTI numbers above include one-time enhanced awards approved by the Committee in fiscal year 2022 for purposes of retention.

⁽¹⁾

~~The target number of units represents the number of PSUs and RSUs that were granted on May 20, 2019.~~

Deferred Compensation

We offer all our executives the opportunity to defer all or any part of their bonus for any year, to be paid out ~~over the following two years.~~after termination. We believe that the deferred compensation is consistent with competitive practices in our industry. In fiscal year ~~2020,~~2022, none of our NEOs participated in the Company’s deferred compensation arrangements.

Perquisites

We provide certain of our NEOs with other benefits, reflected in the “All Other Compensation” column in the Summary Compensation Table below. We believe additional benefits are reasonable, competitive, and consistent with Triumph’s overall executive compensation program. The costs of these benefits constitute only a small percentage of each executive’s total compensation. Included among the benefits are personal use of the Company plane (valued based on the incremental cost to Triumph for fuel, landing fees and other variable costs of operating the airplane, but not including fixed costs that do not change based on usage, such as pilots’ salaries, depreciation of the purchase cost of the aircraft and the cost of general maintenance), and reimbursement of fees for financial planning services and certain legal fees and relocation expenses for Mr. Crowley. See “All Other Compensation” in the Summary Compensation Table of this Proxy Statement for a description of the value of the perquisites paid to the NEOs in fiscal year ~~2020.~~2022.

Other Compensation Matters

Employment Agreements

The Company has an employment letter with each of Mr. McCabe, ~~Mr. Wick,~~ Ms. Allen, and Mr. ~~Ostrosky. Mr. Crowley~~Quigley. The Company had an employment letter with Mr. Kircher. As stated above, Mr. Kircher has departed the Company effective June 1, 2022. In November of 2020, the Company entered into a new employment agreement with ~~the Company that has expired, however, its material provisions were consistent with the plans and policies currently in effect at the Company.~~Mr. Crowley. Further information about these agreements can be found below.

Severance Benefits

~~Each~~Some of the NEOs ~~has~~have potential severance benefits outlined in ~~his~~their respective employment ~~agreement~~agreements or employment ~~letter.~~letters. On February 19, 2019, the Compensation Committee approved the Triumph Group, Inc. Executive Change in Control Severance Plan, applicable in the event of a termination of employment without cause or for good reason that occurs within the period beginning six (6) months prior to and ending twenty-four (24) months after a change in control, and the Triumph Group, Inc. General Severance Plan, applicable in the event of a termination of employment without cause or for good reason unrelated to a change in control. Further information about the severance plans and the benefits payable thereunder can be found below.

Management Stock Ownership Guidelines

To further align the interests of its senior executives with the interests of the stockholders, the Company has adopted stock ownership guidelines for its senior executives. These guidelines establish an expectation that ~~within a five-year period,~~ each senior executive will meet the minimum level of Company stock ownership applicable to such senior executive. The ownership target is expressed as a multiple of base salary. There are four (4) tiers within senior management covered by the guidelines. For the CEO, the multiple is six (6). For the Chief Financial Officer, the multiple is three (3). For other ~~executive officers and members of~~ senior ~~management,~~vice presidents, the multiple is two (2)~~. For corporate~~ and for vice presidents and operating company presidents, the multiple is one (1). In addition, the guidelines impose an expectation that 50% of common stock acquired at the time of earning and vesting, and/or lapse of forfeiture restrictions for restricted share and restricted stock unit awards under the Company’s equity incentive plans, on an after-tax basis, will be held by the executive ~~for a period~~until such time as the foregoing minimum thresholds are satisfied. For purposes of ~~two years after acquisition. An annual~~the guidelines, the following categories of equity count toward satisfaction of the thresholds included in the guidelines: shares owned outright by an individual (including any shares owned by an immediate family member of such individual or trust established by such individual) and unvested time-based restricted stock units. Unvested or unearned performance share units do not count toward satisfaction of the thresholds included in the guidelines. A review is conducted by our Governance Committee to assess compliance with the guidelines. ~~Prior to the ongoing global COVID-19 crisis, our Current~~Our NEOs ~~met~~meet their applicable ownership guidelines, or, for Current NEOs who have been with the Company for less than five years, were on track to achieve their ownership guidelines by the applicable target compliance date. Given the impact of the ongoing global COVID-19 crisis on the stock price of the Company, certain of the Current NEOs who had previously met their applicable ownership guidelines have now fallen below their target thresholds.guidelines. The Governance Committee will continue to monitor compliance with the guidelines.

Anti-Hedging and Pledging Policy

We believe that the issuance of incentive and compensatory equity awards to our officers and directors, including non-employee directors, along with our stock ownership guidelines, help to align the interests of such officers and directors with our stockholders. As part of our insider trading policy, we prohibit any officers and directors from engaging in hedging activities with respect to any owned shares or outstanding equity awards. The policy also discourages pledges of any Company securities by officers and directors, and requires Company notice and approval. None of our officers and directors pledged any shares of Company stock during fiscal
year ~~2020.~~2022.

Compensation Co~~mmittee~~Committee Report

The Compensation Committee has reviewed and discussed the CD&A required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the CD&A be included in this Proxy Statement.

Compensation Committee

~~William L. Mansfield~~Barbara W. Humpton (Chair)

Paul Bourgon

Gen. Ralph Eberhart

Daniel P. Garton

~~Barbara W. Humpton~~Neal J. Keating

~~Larry O. Spencer~~Colleen C. Repplier

This report of the Compensation Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement any filing under the Securities Act or under the Exchange Act, except to the extent that Triumph specifically incorporates this information by reference, shall not otherwise be deemed filed under the Securities Act and the Exchange Act and shall not be deemed soliciting material.

Executive ~~Compensation~~Compensation Tables

► Summary Compensation Table

The following table summarizes the total compensation paid to our NEOs for each of the last three fiscal years ended March 31, ~~2020.~~2022. There is further information about our NEOs in the ~~2020~~2022 Annual Report on Form 10-K, as amended, enclosed with this Proxy Statement, and we incorporate that information into this Proxy Statement by reference.



Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($) ⁽¹⁾		Stock Awards ($) ⁽²⁾		Option Awards ($)		Non-equity Incentive Plan Compensation ($)⁽³⁾		All Other Compensation ($)⁽⁴⁾		Total ($)		Fiscal Year		Salary ($) (1)		Bonus ($)		Stock Awards ($) (2)		Option Awards ($)		Non-equity Incentive Plan Compensation ($) (3)		All Other Compensation ($) (4)		Total ($)

Daniel J. Crowley		2020		969,462		—		3,623,385		—		1,018,875		39,268		5,650,990		2022		960,975		—		3,412,500				1,530,458		19,103		5,923,036
President and Chief		2019		924,923		—		2,585,189		—		1,044,173		51,024		4,589,269
Chairman, President and Chief																		2021		861,375		—		5,653,749		—		1,341,000		7,873		7,863,997
Executive Officer		2018		900,000		—		4,410,055		—		981,000		67,820		6,342,719		2020		969,462		—		3,623,385		—		1,018,875		39,268		5,650,990
James F. McCabe		2020		550,000		—		875,985		—		522,500		15,135		1,963,620		2022		542,089		—		1,325,000				784,850		25,848		2,677,787
Senior Vice President		2019		521,808		—		987,772		—		563,200		19,597		2,092,376		2021		485,904		—		742,494		—		688,000		12,980		1,929,378
and Chief Financial Officer		2018		500,000		—		624,977		—		408,750		8,778		1,542,505		2020		550,000		—		875,985		—		522,500		15,135		1,963,620
Peter K. A. Wick		2020		428,362		136,290		456,558		—		254,750		966		1,276,925
William C. Kircher																		2022		492,808		—		625,000				570,800		5,978		1,694,586
Executive Vice President,		2019		410,077		136,290		470,687		—		362,097		767		1,379,918		2021		380,663		—		382,505		—		433,000		6,660		1,202,828
Aerospace Structures
Customer Solutions & Support
Jennifer H. Allen		2020		414,154		—		441,707		—		296,400		14,970		1,167,231		2022		430,651		—		956,803				468,652		7,245		1,863,351
Senior Vice President
and General Counsel
Daniel J. Ostrosky		2020		380,000		—		302,614		—		216,600		13,347		912,561
Vice President, Supply		2019		380,000		—		433,092		—		233,472		9,204		1,055,768
Chain
Frank Dubey		2020		400,000				339,773		—		316,493		1,053,668		2,109,935
Former Executive
Chief Administrative Officer																		2021		367,520		—		374,394		—		390,000		1,760		1,133,674
General Counsel and Secretary																		2020		414,154		—		441,707		—		296,400		14,970		1,167,231
Thomas A. Quigley, III																		2022		289,131		—		174,000				209,421		1,668		674,220
Vice President
Investor Relations and Controller

⁽¹⁾	~~Represents a discretionary retention cash bonus awarded by the Compensation Committee for the applicable fiscal years.~~

(1)

For fiscal year 2022, reflects a 2% reduction from target for a portion of the year in light of the ongoing global COVID-19 pandemic. For fiscal year 2021, reflects a 10% reduction from target in light of the ongoing global COVID-19 pandemic.

⁽²⁾

(2)

The “Stock Awards” column reflects, for each fiscal year, the grant date fair value for: (a) all annual RSUs granted to the NEOs under the 2013 Plan in fiscal years 2018 and 2019 and under the 2018 Plan in fiscal year 2020; (b) all annual performance share units, or PSUs, awarded to the NEOs under the 2013 Plan in fiscal years 2018 and 2019 and under the 2018 Plan in fiscal year 2020, represented at target for each fiscal year. These amounts are determined in accordance with Accounting Standards Codification 718 without regard to any estimate of forfeiture for service-based vesting. The assumptions used in calculating the fair market value are set forth in Note 16, “Stock Compensation Plans” contained in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K, for the fiscal year ended March 31, 2020, as amended. For more information, see the discussion of these awards in the CD&A of this proxy statement. The awards made in fiscal year 2020 were:

Named Executive Officer

Type of Award

No. of
Underlying
Shares

Value ($)

Daniel J. Crowley

RSUs

65,093

1,365,000

PSUs ^(a)

97,639

2,258,385

James F. McCabe

RSUs

15,737

330,005

PSUs^(a)

23,605

545,980

Peter K. A. Wick

RSUs

8,202

171,996

PSUs^(a)

12,303

284,562

Jennifer A. Allen

RSUs

7,935

166,397

PSUs^(a)

11,903

275,310

Daniel J. Ostrosky

RSUs

5,436

113,993

PSUs ^(a)

8,155

188,622

Frank Dubey

RSUs

6,104

128,001

PSUs^(a)

9,156

211,773

^(a)

Represents number of performance shares or PSUs at target for the awards made in fiscal year 2020. The PSUs will be earned and paid out only at the end of a three-year performance period upon achievement, if any, of the established performance goals. As of the end of fiscal year 2020, the first year in the three-year performance period, the performance shares or PSUs were tracking below threshold, but such performance is not indicative of the actual performance that may be achieved, if any, at the end of the performance period in fiscal year 2022.

⁽³⁾	~~Represents bonuses earned for the fiscal year identified under Triumph’s AIP. For a discussion of the fiscal year 2020 AIP payouts, please see the CD&A above.~~

⁽⁴⁾	For Mr. Dubey, All Other Compensation includes payments under his severance, including a one times base salary plus annual target bonus, and a prorated fiscal year 2020 cash incentive payment. Not reflected is the value of the 12-months of COBRA premiums.

~~All Other Compensation includes (i) Triumph’s match for contributions~~ to the ~~401(k) plan; (ii) income imputed~~NEOs under the 2018 Plan; (b) all annual performance share units, or PSUs, awarded to the ~~NEO~~NEOs under ~~Triumph’s group term life insurance policy; (iii)~~the 2018 Plan represented at target for ~~Mr. Crowley, for the~~each fiscal ~~year 2020, personal use of Triumph’s airplane ($4,713)~~year; and ~~Tax Prep / Financial Planning ($16,471). Prior year All Other Compensation information was revised to include Tax Prep / Financial Planning~~(c) for Mr. Crowley in fiscal year ~~2018 ($16,156) and~~2021, PSUs awarded in November 2020 in connection with execution of a new employment agreement with the Company. These amounts are determined in accordance with Accounting Standards Codification 718 without regard to any estimate of forfeiture for service-based vesting. The assumptions used in calculating the fair market value are set forth in Note 16, “Stock Compensation Plans” contained in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K, for the fiscal year ~~2019 ($16,040).~~ended March 31, 2022, as amended. For more information, see the discussion of these awards in the CD&A of this proxy statement. The awards made in fiscal year 2022 were:

The following table sets forth information concerning outstanding equity awards for each of the NEOs at March 31, ~~2020.~~2022.

We offer all our executives the opportunity to defer all or any part of their bonus for any year. During the deferral period, the deferred amounts are credited interest at the 10-year U.S. Treasury rate plus 2%. The amount is payable following at the executive’s termination of employment, in one to five-year annual increments, at the executive’s election, except that, if the executive dies, the aggregate balance deferred at the time of his or her death is payable to his or her beneficiaries. None of the NEOs participated in the deferral opportunity in fiscal year ~~2020.~~2022.

The Company has entered into an employment ~~letter~~arrangement with each of ~~Mr. McCabe, Mr. Wick, Ms. Allen, and Mr. Ostrosky. Mr. Crowley had an employment agreement with~~ the ~~Company that has expired, however, its material provisions were consistent with the plans and policies currently in effect at the Company.~~NEOs.

Mr. Crowley’s Employment Agreement. Effective ~~April 1, 2016,~~November 18, 2020, the Company entered into an employment agreement with ~~Daniel J.~~Mr. Crowley, the Company’s President, & Chief Executive ~~Officer.~~Officer & Chair. The employment agreement had a ~~four-year~~five-year term and memorialized the terms and conditions agreed upon between Mr. Crowley and the Company in connection with Mr. Crowley’s ~~hire. The agreement has now expired; however, its material provisions were consistent with, and now covered by, the plans and policies currently in effect at~~continued service to the Company. Mr. ~~Crowley’s~~Crowley was eligible to participate in the Company’s annual short-term incentive bonus program, with a target bonus opportunity for fiscal year 2021 equal to 110% of base salary. The actual amount of the annual bonus was to be determined by the Compensation Committee based on plan design and personal achievement of pre-established performance goals. Mr. Crowley was eligible for an annual long-term incentive in a combination of time-based and performance-based restricted stock units with a target date grant value of 350% of base salary. Mr. Crowley also was eligible to participate in the Company’s employee benefit plans that are generally applicable to the Company’s senior executives. Mr. Crowley's base salary, target bonus, and long-term incentive target for fiscal year ~~2020,~~2022, as approved by the Compensation Committee, are described in the CD&A section of this Proxy Statement.

The employment agreement also contains various restrictive covenants applicable to Mr. Crowley, including non-competition and employee and customer non-solicitation restrictions that apply for one year following a termination of Mr. Crowley’s employment for any reason.

Mr. McCabe’s Employment Letter. In connection with his appointment as Senior Vice President and Chief Financial Officer, Mr. McCabe entered into an employment letter with the Company dated July 26, 2016. Mr. McCabe iswas eligible to participate in the Company’s annual short-term incentive bonus program, with a target bonus opportunity equal to 100% of base ~~salary and a maximum bonus opportunity equal to 200% of base~~ salary. The actual amount of the annual bonus ~~will~~was to be determined by the Compensation Committee based on the achievement of pre-established performance goals relating to corporate and individual performance. Subject to the approval of the Compensation Committee, Mr. McCabe ~~will also be~~was eligible for an annual ~~performance based~~ long-term incentive ~~awards~~in a combination of time-based and performance-based restricted stock units with a target date grant value of 100% of base salary, comprised as follows: 30% of the value in RSUs and 70% of the value in PSUs that are eligible to be earned based on the Company’s performance against certain targets established by the Compensation Committee.salary. Mr. McCabe iswas also eligible to participate in the Company’s employee benefit plans that are generally applicable to the Company’s senior executives. Mr. McCabe’s base salary, target bonus and long-term incentive target for fiscal year ~~2020,~~2022, as approved by the Compensation Committee, are described in the CD&A section of this Proxy Statement.

The employment letter also contains various restrictive covenants applicable to Mr. McCabe, including non-competition and employee and customer non-solicitation restrictions that apply for one year following a termination of Mr. McCabe’s employment for any reason.

Mr. ~~Wick’s~~Kircher’s Employment Letter.In connection with the expansion of his role and appointment as Executive Vice President, ~~Triumph Aerospace Structures,~~Customer Solutions & Support, Mr. ~~Wick~~Kircher entered into an employment letter with the Company dated ~~January 20, 2018. The employment letter provides for an annual base salary of $375,000, subject to deductions for taxes and other withholdings as required by law or the policies of the Company.~~February 26, 2021. Mr. ~~Wick~~Kircher was eligible to participate in the Company’s annual short-term incentive bonus program with a target bonus opportunity ~~for fiscal year 2018~~ equal to ~~75% of base salary and a maximum bonus opportunity equal to 150%~~80% of base salary. The actual amount of the annual bonus ~~will~~was to be determined by the Compensation Committee based on plan design and personal achievement of pre-established performance goals. Mr. ~~Wick~~Kircher was eligible for an annual ~~PSUs for fiscal year 2020~~long-term incentive in a combination of time-based and performance-based restricted stock units with a target date grant value of ~~75%~~125% of base salary.

The PSU’s will cliff vest at the end of the three-year performance period, which runs through fiscal year 2021. The value of PSUs can reach 200% of original grant value if maximum performance. Actual long-term incentive award grants may be more or less than target. Target long-term incentive annual grant values and the relative mix of RSUs and PSUs in future years will Mr. Kircher also be subject to formal approval by the Compensation Committee and will be based on a variety of factors, including without limitation, market data, individual performance, and scope of job responsibilities. Mr. Wick is alsowas eligible to participate in the Company’s employee benefit plans that are generally applicable to the Company’s senior executives. Mr. ~~Wick’s~~Kircher's base salary, target bonus and long-term incentive target for fiscal year ~~2020,~~2022, as approved by the Compensation Committee, are described in the CD&A section of this Proxy Statement.

The employment letter also contains various restrictive covenants applicable to Mr. ~~Wick,~~Kircher, including non-competition and employee and customer non-solicitation restrictions that apply for one year following a termination of Mr. ~~Wick’s~~Kircher’s employment for any reason.

Ms. Allen’s Employment Letter. In connection with the expansion of her role and appointment as Senior Vice President, ~~and~~Chief Administrative Officer, General Counsel and Secretary, Ms. Allen entered into an employment letter with the Company dated August ~~14, 2018. Pursuant to the employment letter,~~9, 2021. Ms. Allen was provided with a one-time signing bonus of $80,000. Ms. Allen also received an award to offset loss of awarded but unvested equity at her former employer of $200,000 comprised as follows: (a) 40% of the value in restricted stock units (RSUs) vesting ratably over three years and (b) 60% of the value in PSU's with ultimate value depending on TGI's performance against each of the relative and absolute TSR performance targets, as well as a relocation package.

~~Ms. Allen is~~ eligible to participate in the Company’s annual short-term incentive bonus program, with a target bonus of ~~60%~~75% of base ~~salary, with the opportunity to earn a maximum of 120%.~~salary. The actual amount of ~~Ms. Allen’s~~the annual bonus ~~each year will~~was to be determined by the Compensation Committee based on the achievement of pre-established performance goals relating to corporate and individual performance. Ms. Allen iswas eligible for an annual long-term incentive ~~program at~~in a ~~level commensurate~~combination of time-based and performance-based restricted stock units with ~~his position, but with an equity~~a target date grant value ~~on the date~~ of ~~grant equal to not less than 75%~~130% of base ~~salary, with the opportunity to earn a maximum of 150%. The actual long-term incentive award and performance metrics each year will be determined by the Compensation Committee.~~salary. Ms. Allen iswas also eligible to participate in the Company’s employee benefit plans generally applicable to the Company’s senior ~~corporate executive officers.~~executives. Ms. Allen’s base salary, target bonus and long-term incentive target for fiscal year ~~2020,~~2022, as approved by the Compensation Committee, are described in the CD&A section of this Proxy Statement.

The employment letter also contains various restrictive covenants applicable to Ms. Allen, including non-competition and employee and customer non-solicitation restrictions that apply for one year following a termination of Ms. Allen’s employment for any reason.

Mr. ~~Ostrosky’s~~Quigley’s Employment Letter. In connection with the expansion of his role and appointment as Controller and Vice President, ~~Supply Chain,~~Investor Relations, Mr. ~~Ostrosky~~Quigley entered into an employment letter with the Company dated ~~March 25, 2015 with an addendum dated April 10, 2015. Pursuant to the employment letter,~~December 2, 2019. Mr. ~~Ostrosky received a signing bonus of $100,000 and a grant of 6,000 shares of service-based restricted stock that has since vested. Mr. Ostrosky also received a relocation reimbursement.~~

~~Mr. Ostrosky is~~Quigley was eligible to participate in the Company’s annual short-term incentive bonus ~~opportunity,~~program, with a target bonus of ~~60%~~50% of base ~~salary~~salary. The actual amount of the annual bonus was to be determined by the Compensation Committee based on plan design and ~~the opportunity to earn a maximum~~personal achievement of pre-established performance goals. Mr. ~~Ostrosky is~~Quigley was eligible for an annual long-term incentive in a combination of time-based and performance-based restricted stock units with a target ~~long-term annual award~~date grant value of 60% of base ~~salary with the opportunity to earn 120%.~~salary. Mr. ~~Ostrosky is~~Quigley also was eligible to participate in the Company’s employee ~~benefits program, including participation in~~benefit plans that are generally applicable to the ~~medical, dental, life and accident insurance programs.~~Company’s senior executives. Mr. ~~Ostrosky’s~~Quigley's base salary, target bonus and long-term ~~term~~ incentive target for fiscal year ~~2020,~~2022, as approved by the Compensation Committee, are described in the CD&A section of this Proxy Statement.

~~Each~~The employment letter also contains various restrictive covenants applicable to Mr. Quigley, including non-competition and employee and customer non-solicitation restrictions that apply for one year following a termination of ~~the~~Mr. Quigley’s employment ~~arrangements with the NEOs described above contain severance-related benefits that have been superseded by the Severance Plans described below.~~for any reason.

The information below describes and quantifies compensation that would become payable under existing arrangements in the event of termination of such NEO’s employment under several different circumstances. The amounts shown assume that such termination was effective as of March 31, ~~2020,~~2022, and thus include amounts earned through such time and are estimates of the amounts that would be paid to the NEOs upon their termination. The actual amounts to be paid can only be determined at the time of such NEO’s separation from Triumph.

On February 19, 2019, the Compensation Committee approved (i) the Triumph Group, Inc. Executive Change in Control Severance Plan (the “CIC Severance Plan”), which is applicable in the event of a termination of employment without “cause” or for “good reason” that occurs within the period beginning six (6) months prior to and ending twenty-four (24) months after a “change in control” (each term as defined in the CIC Severance Plan), and (ii) the Triumph Group, Inc. General Severance Plan (the “General Severance Plan,” and together with the CIC Severance Plan, the “Severance Plans”), which is applicable in the event a termination of employment without “cause” or for “good reason” (each term as defined in the General Severance Plan) is unrelated to a change in control. The disclosures in this section of the Proxy Statement related to termination of employment without cause or for good reason, with or without the occurrence of a change in control event, reflect payments that would be made under the Severance Plans if the termination event occurred on March 31, ~~2020.~~2022.

The initial term of each of the Severance Plans is three years, with automatic one-year extensions thereafter unless terminated at least six months prior to expiration of the then current term. For the CIC Severance Plan, the Company may not provide notice of termination of the CIC Severance Plan if the Company is a party to an agreement that, if consummated, would result in a change in control, as defined in the CIC Severance Plan.

The CIC Severance Plan is intended to encourage key management to remain with the Company, and to help avoid distractions and conflicts of interest in the event of a potential or actual change in control of the Company so that executives can focus on a fair and impartial review of the acquisition proposal and the maximization of stockholder value despite the risk of losing their employment.

The change in control benefits do not include any excise tax gross up payments. In addition, the change in control benefits have a “double trigger” such that the payment of a severance benefit may only be made if there is a change in control and the officer’s employment with the Company is terminated by the Company without cause or by the officer for good reason in the six months prior to a change in control or in the 24 months immediately following a change in control of the Company, each as defined in the CIC Severance Plan.

The General Severance Plan is intended to promote stability and provide consistent and fair treatment to our departing executives in circumstances where their does not constitute cause for employment termination.

Each NEO would be required to execute a general release of employment claims in order to receive benefits under the Severance Plans. The timing of payments Severance Plans would be made in accordance with all applicable law. Each NEO would be required to comply with any non-competition, non-solicitation, assignment of inventions and confidentiality provisions set forth in existing agreements or in the award notice provided to an executive eligible to receive benefits under the Severance Plans.

A NEO who receives general severance benefits shall not be entitled to receive severance benefits under any other plan or agreement of the any of its subsidiaries or affiliates (excluding the CIC Severance Plan). If a named executive officer becomes entitled to severance benefits under the General Severance Plan while receiving severance benefits under any other plan or agreement of the Company or any of its subsidiaries or affiliates, then the severance benefits under such other plan or agreement will cease and the severance benefits due to the NEO under the General Severance Plan will be reduced by such other severance benefits previously paid to the executive. If a NEO becomes entitled to severance benefits under the CIC Severance Plan while receiving severance benefits under any other plan or agreement of the Company or any of its subsidiaries or affiliates, including the General Severance Plan, then the severance benefits under such other plan or agreement will cease and the severance benefits due to the NEO under the CIC Severance Plan will be reduced by such other severance benefits previously paid to the executive.

Treatment of Equity Awards upon Termination of Employment ~~upon Death or Disability~~

The Company’s equity incentive plans, the 2013 Cash and Equity Incentive Plan, as amended (the “2013 Plan”) and the 2018 Equity Incentive Plan, as amended (the “2018 Plan” and, with the 2013 Plan, the “Equity Plans”) provide for the following consequences for outstanding equity awards in the event of termination of employment as a result of death or disability of a NEO or termination of employment as a result of a voluntary severance incentive program, divestiture or work force restructuring program. Under each of the Equity Plans, the Compensation Committee has the authority to alter the following impact in individual award agreements but has not done so with respect to any outstanding awards to the NEOs. The provisions of the Equity Plans with respect to treatment of outstanding equity awards upon a termination of employment without cause or for good reason, with or without a change in control, have been superseded by the more specific benefits set forth in the Severance Plans and described above.

As described above, certain NEOs are entitled to severance and/or change in control benefits upon termination of employment without cause or for good reason. The table below sets forth the compensation that would become payable if such termination was effective March 31, ~~2020.~~2022. None of the NEOs would have received any excise tax gross-up benefits if a change in control had occurred on March 31, ~~2020.~~2022. The calculation of equity awards is based on the closing stock price of the Company’s common stock on March 31, ~~2020~~2022 of ~~$6.76~~$25.28 per share. In addition to the below amounts, each NEO would be entitled to receive any accrued salary and a portion of the target annual incentive compensation for the year in which a termination occurred, prorated to the date of termination.

The following information about the relationship between the annual compensation of our employees (other than our CEO) and the compensation of Mr. Crowley, our President and CEO, is provided in compliance with the requirements of Item 402(u) of Regulation ~~S-K~~SK.

As of January 1, 2021, our total population consisted of 4,676 employees. To identify the ~~Securities Exchange Act~~median compensated employee, we used a Consistently Applied C Measure (“CACM”) defined as the median of ~~1934.~~2021 Federal Wages and 401(k) match, annualized for employees not with the Company for the full year.

In fiscal year ~~2020, the estimated median of~~2022, the annual total compensation of our ~~employees, excluding Mr. Crowley,~~median employee was ~~$51,348. Mr. Crowley’s total compensation~~$49,800 determined using the same methodology as for ~~fiscal year 2020,~~our CEO as reported in the Summary Compensation Table of this Proxy ~~Statement~~Statement. Mr. Crowley’s total compensation for fiscal year 2022, as reported in the Summary Compensation Table was ~~$5,650,990.~~$5,923,036. The resulting estimated ratio of the annual total compensation of Mr. Crowley to the median of the annual total compensation of all employees was ~~110~~119 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules.

As of January 1, 2019, our total population consisted of 12,288 employees. To identify the median compensated employee, we used a Consistently Applied C Measure (“CACM”) defined as the median of 2018 Federal Wages and 401(k) match, annualized for employees not with the Company for the full year. We also excluded France under the 5% de minimis exemption rule, which accounted for 100 employees, or <1% of the total population.

The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices, and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

The following table summarizes certain information with respect to our compensation plans and individual compensation arrangements under which our equity have been authorized for issuance as of March 31, ~~2020:~~2022:

As of May ~~18, 2020,~~16, 2022, the directors, nominees for director, named executive officers, all directors and executive officers as a group, and owners of more than 5% common stock in the table below, were known to us to be beneficial owners (as defined in regulations issued by the SEC) of the outstanding common stock as shown in the table below.

A person is deemed to be the beneficial owner of securities that can be acquired by that person within 60 days from May ~~18, 2020~~16, 2022 upon the exercise of options, warrants or other rights. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants or other rights that are held by that person (but not those held by any other person) and that are exercisable within 60 days from May ~~18, 2020~~16, 2022 have been exercised.

Unless otherwise indicated, the address of each person identified is c/o 899 Cassatt Road, Suite 210, Berwyn, Pennsylvania 19312.

Unless otherwise noted, we believe that all persons named in the table have sole voting and dispositive power with respect to all shares of common stock beneficially owned by them.

The percent of total shares outstanding is based upon ~~51,898,357~~64,672,068 outstanding shares of common stock as of May ~~18, 2020.~~16, 2022.

Award		Grant Date
~~39,567 performance restricted shares~~82,295 RSUs		June 9, 2020
116,667 PSUs (at target)		April ~~1, 2016~~27, 2021
~~43,167 PSUs (at target)~~		~~June 9, 2017~~
~~17,893~~51,852 RSUs		~~May 30, 2018~~
~~80,519 PSUs (at target)~~		~~May 30, 2018~~
~~43,396 RSUs~~		~~May 20, 2019~~
~~97,639 PSUs (at target)~~		~~May 20, 2019~~April 27, 2021

(2)

Consists of 56,022 shares held directly by Mr. McCabe, and RSUs to acquire 25,142 shares within 60 days. Excludes thefollowing:

~~(2)~~

~~Consists of 12,122 shares held directly by Mr. McCabe, and RSUs to acquire 13,549 shares within 60 days. Excludes the following:~~

Award		Grant Date
~~11,312~~19,896 RSUs		June 9, 2020
45,299 PSUs (at target)		~~June 9, 2017~~April 27, 2021
~~5,792 RSU~~10,065 RSUs		~~May 30, 2018~~April 27, 2021
~~26,058 PSUs (at target)~~10,069 RSUs		~~May 30, 2018~~
~~10,492 RSU~~		~~May 20, 2019~~
~~23,605 PSUs (at target)~~		~~May 20, 2019~~April 27, 2021

(3)

Consists of 23,009 shares held directly by Ms. Allen, and RSUs to acquire 12,677 shares within 60 days. Excludes the following:

~~(3)~~

~~Consists of 5,456 shares held directly by Mr. Wick, and RSUs to acquire 6,412 shares within 60 days. Excludes the following:~~

Award		Grant Date
~~4,140~~10,032 RSUs		June 9, 2020
32,711 PSUs (at target)		~~June 9, 2017~~April 27, 2021
~~1,781 PSUs (at target)~~14,539 RSUs		~~July 20, 2017~~April 27, 2021
~~396 RSUs~~		~~July 20, 2017~~
~~12,417 PSUs (at target)~~		~~May 30, 2018~~
~~2,762 RSUs~~		~~May 30, 2018~~
~~12,303 PSUs (at target)~~		~~May 20, 2019~~
~~5,468 RSUs~~		~~May 20, 2019~~

(4)

Consists of 18,416 shares held directly by Mr. Kircher, as well as 14,997 shares anticipated to vest in connection with his departure on June 1, 2022. Excludes outstanding equity awards that were forfeited upon his departure.

(4)	~~Consists of 1,001 shares held directly by Ms. Allen, and RSUs to acquire 2,645 shares within 60 days. Excludes the following:~~

(5)

Consists of 16,535 shares held directly by Mr. Quigley, and RSUs to acquire 5,226 shares within 60 days. Excludes the following:


Award		Grant Date
~~2,761~~4,196 RSUs		~~November 14, 2018~~June 9, 2020
~~6,211~~5,949 PSUs (at target)		~~November 14, 2018~~April 27, 2021
~~5,290~~2,644 RSUs		~~May 20, 2019~~
~~11,903 PSUs (at target)~~		~~May 20, 2019~~April 27, 2021

~~(5)~~

~~Consists of 14,140 shares held directly by Mr. Ostrosky, and RSUs to acquire 5,496 shares within 60 days. Excludes the following:~~

(6)

For Mr. Bourgon, Gen. Eberhart, Mr. Garton, Ms. Humpton, Mr. Mansfield, Ms. Repplier, and Gen. Spencer, the beneficial ownership disclosed excludes 7,209 RSUs granted on July 21, 2021 under the 2016 Director’ Plan. For Mr. Keating, the beneficial ownership disclosed excludes 1,080 RSUs granted on April 28, 2022 under the 2016 Directors’ Plan.

~~Award~~		~~Grant Date~~
~~5,158 PSUs (at target)~~		~~June 9, 2017~~
~~1,707 RSUs~~		~~November 15, 2017~~
~~11,426 PSUs (at target)~~		~~May 30, 2018~~
~~2,540 RSUs~~		~~May 30, 2018~~
~~8,155 PSUs (at target)~~		~~May 20, 2019~~
~~3.624 RSUs~~		~~May 20, 2019~~

~~(6)~~

~~Consists of 3,466 shares issued prior to May 18, 2020. The Company has no information as to whether Mr. Dubey still holds these shares.~~

~~(7)~~

The beneficial ownership disclosed includes 6,428 RSUs granted on July 18, 2019 to each of Messrs. Bourgon, Garton, Mansfield, Palmer, Gen. Eberhart and Gen. Spencer. Upon joining the Company’s Board of Directors, Ms. Repplier was granted 6,117 RSUs on August 19, 2019, Ms. Humpton was granted 4,286 RSUs on September 30, 2019 and Richard A. Goglia was granted 7,200 RSUs on April 22, 2020 under the 2016 Directors’ Plan.

The beneficial ownership disclosed does not include any deferred stock units (“DSUs”) issued to the non‑employee directors under non‑employee director compensation plans. As of May ~~18, 2020,~~16, 2022, an aggregate of ~~34,600~~31,475 DSUs have been issued and are held by the current non‑employee directors as follows:



Name	Number of DSUs

Mr. Bourgon		13,275
Gen. Eberhart		10,075
Mr. Garton		—
~~Mr. Goglia~~Ms. Humpton		—
~~Ms. Humpton~~Mr. Keating		—
Mr. Mansfield		8,125
~~Mr. Palmer~~		~~3,125~~
Ms. Repplier		—
Gen. Spencer		—

~~(8)~~

Information is based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 4, 2020. The Schedule 13G/A reports that on December 31, 2019, BlackRock, Inc. had sole voting power over 8,048,574 shares, shared voting power over 0 shares, sole dispositive power over 8,178,090 shares and shared dispositive power over 0 shares. The address of BlackRock, Inc. is 55 East 52^nd ~~Street, New York, NY 10055.~~

~~(9)~~

Information is based on a Schedule 13G/A filed by T. Rowe Price Associates, Inc. and T. Rowe Price Small-Cap Value Fund, Inc. with the SEC on February 14, 2020. The Schedule 13G/A reports that on December 31, 2019, T. Rowe Price Associates, Inc. had sole voting power over 1,989,441 shares, shared voting power over 0 shares, sole dispositive power over 6,555,841 shares and shared dispositive power over 0 shares. T. Rowe Price Small-Cap Value Fund, Inc. had sole voting power over 4,530,600 shares, shared voting power over 0 shares, sole dispositive power over 0 shares and shared dispositive power over 0 shares. The address of T. Rowe Price Associates, Inc. and T. Rowe Price Small-Cap Value Fund, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.

~~(10)~~

Information is based on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 12, 2020. The Schedule 13G/A reports that on December 31, 2019, The Vanguard Group had sole voting power over 62,355 shares, shared voting power over 12,200 shares, sole dispositive power over 5,780,559 shares and shared dispositive power over 68,024 shares. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.

~~(11)~~

Information is based on a Schedule 13G filed by EARNEST Partners, LLC with the SEC on February 7, 2020. The Schedule 13G reports that on December 31, 2019, EARNEST Partners, LLC had sole voting power over 2,299,810 shares, shared voting power over 0 shares, sole dispositive power over 3,700,403 shares and shared dispositive power over 0 shares. The address of EARNEST Partners, LLC is 1180 Peachtree Street NE, Suite 2300, Atlanta, GA 30309.

~~(12)~~

Information is based on a Schedule 13G filed by State Street Corporation with the SEC on February 13, 2020. The Schedule 13G reports that on December 31, 2019, State Street Corporation had sole voting power over 0 shares, shared voting power over 2,457,778 shares, sole dispositive power over 0 shares and shared dispositive power over 2,664,290 shares. The address of State Street Corporation is One Lincoln Street, Boston, MA 02111.

~~DELINQUENT SECTIO~~(7)

~~N 16(a) REPORTS~~

~~Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our directors, officers (including~~Information is based on a ~~person performing a principal policy-making function) and persons who own more than 10% of a registered class of our equity securities to file~~Schedule 13G/A filed by BlackRock, Inc. with the SEC ~~initial~~on January 27, 2022. The Schedule 13G/A reports of ownership and reports of changes in ownership of our common stock and other equity securities. Directors, officers and greater than 10% holders are required by SEC regulations to furnish us with copies of all of the Section 16(a) reports they file. Based solely upon a review of the copies of the forms furnished to us and the representations made by the reporting persons to us, we believe that ~~during the fiscal year ended March 31, 2020, and into the beginning of the fiscal year ending March~~on December 31, 2021, ~~our directors, officers~~BlackRock, Inc. had sole voting power over 9,548,169 shares, shared voting power over 0 shares, sole dispositive power over 9,694,790 shares and ~~greater than 10% holders complied~~shared dispositive power over 0 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(8)

Information is based on a Schedule 13G/A filed by T. Rowe Price Associates, Inc. and T. Rowe Price Small-Cap Value Fund, Inc. with ~~all filing requirements under Section 16 (a)~~the SEC on February 14, 2022. The Schedule 13G/A reports that on December 31, 2021, T. Rowe Price Associates, Inc. had sole voting power over 3,004,981 shares, shared voting power over 0 shares, sole dispositive power over 8,375,914 shares and shared dispositive power over 0 shares. T. Rowe Price Small-Cap Value Fund, Inc. had sole voting power over 5,252,986 shares, shared voting power over 0 shares, sole dispositive power over 0 shares and shared dispositive power over 0 shares. The address of ~~the Exchange Act, except one late Form 3~~T. Rowe Price Associates, Inc. and ~~Form 4 were filed for Barbara W. Humpton on October 3, 2019 and one late Form 4 filed for Richard A. Goglia on April 27, 2020.~~

T. Rowe Price Small-Cap Value Fund, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.

(9)

Information is based on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 10, 2022. The Schedule 13G/A reports that on December 31, 2021, The Vanguard Group had sole voting power over 0 shares, shared voting power over 52,601 shares, sole dispositive power over 5,184,989 shares and shared dispositive power over 102,100 shares. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.

(10)

Information is based on a Schedule 13G/A filed by FMR LLC with the SEC on February 9, 2022. The Schedule 13G/A reports that on December 31, 2021, FMR LLC had sole voting power over 1,713,765 shares, shared voting power over 0 shares, sole dispositive power over 4,887,573 shares and shared dispositive power over 0 shares. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.

(11)

Information is based on a Schedule 13G/A filed by State Street Corporation with the SEC on February 10, 2022. The Schedule 13G reports that on December 31, 2021, State Street Corporation had sole voting power over 0 shares, shared voting power over 3,079,055 shares, sole dispositive power over 0 shares and shared dispositive power over 3,218,086 shares. The address of State Street Corporation is One Lincoln Street, Boston, MA 02111.

(12)

This group includes all directors, nominees and current executive officers. Mr. Kirchner is not included given his departure from the Company on June 1, 2022.

STOCKHOLDER PROPOSALS – ~~2021 ANNUAL~~2022 ANNUAL MEETING OF STOCKHOLDERS

Proposals of stockholders intended to be presented at the annual meeting of stockholders in ~~2021~~2023 must be received no earlier than January ~~3, 2021~~4, 2023 and no later than February 2 ~~, 2021~~3, 2023 to be considered for inclusion in our proxy statement and form of proxy relating to that meeting. If any stockholder wishes to present a proposal at the ~~2021~~2023 annual meeting of stockholders that is not included in our proxy statement for that meeting, such stockholder must submit that proposal to the Secretary of Triumph no earlier than March ~~18, 2021~~17, 2023 and no later than April 17~~, 2021.~~16, 2023. If the stockholder fails to do so, then we will be allowed to use our discretionary voting authority when the proposal is raised at the annual meeting, without any discussion of the matter in our proxy statement. Stockholder proposals should be directed to the Secretary, at our address set forth on the first page of this Proxy Statement.

HOUSEHOLDING OF PROXY MATERIALS

Certain stockholders who share the same address may receive only one copy of the Notice, this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2020~~2022 (the “Annual Report”) in accordance with a notice delivered earlier this year from such stockholders’ bank, broker or other holder of record, unless the applicable bank, broker or other holder of record received contrary instructions. This practice, known as “householding,” is designed to reduce printing and postage costs. Stockholders owning their shares through a bank, broker or other holder of record who wish to either discontinue or commence householding may request or discontinue householding, or may request a separate copy of the Notice and, if applicable, this Proxy Statement or the Annual Report, either by contacting their bank, broker or other holder of record at the telephone number or address provided in the above referenced notice, or contacting us by telephone at (610) 251-1000 or in writing at 899 Cassatt Road, Suite 210, Berwyn, PA 19312, Attention: Secretary. Stockholders who are requesting to commence or discontinue householding should provide their name, the name of their broker, bank or other record holder, and their account information.

ANNUAL REPORT ON FORM 10-K

We will promptly provide without charge to each person solicited by this Proxy Statement, on the written request of any such person, a copy of ~~our~~the Annual Report, ~~on Form 10-K for the fiscal year ended March 31, 2020,~~ including financial statements and the schedules thereto. Such written and any oral requests should be directed to Triumph Group, Inc. at 899 Cassatt Road, Suite 210, Berwyn, PA 19312, Attention: Secretary, (610) 251-1000.

By order of the Board of Directors,

Jennifer H. Allen

~~June 2, 2020~~

~~APPENDIX A~~

~~TRIUMPH GROUP, INC.~~

~~AMENDED AND RESTATED~~

~~2018 EQUITY INCENTIVE PLAN~~

~~(Effective _____ ___, 2020)~~

~~A-1~~

~~TABLE OF CONTENTS~~

1.
Purpose of the Plan

2
2.
Definitions

2
3.
Shares Subject to the Plan

4
4.
Administration of the Plan

5
5.
Eligibility

6
6.
Term of Plan

6
7.
Term of Awards

6
8.
Options

6
9.
Stock Awards

8
10.
RSU Awards

8
11.
Performance-Based Awards

8
12.
Compliance with Conditions

9
13.
Impact of Termination of Employment Events

9
14.
Withholding

11
15.
Adjustments upon Changes in Capitalization, Dissolution, Merger or Asset Sale; Change in Control

11
16.
Amendment and Termination of the Plan

12
17.
Non-Transferability of Awards

12
18.
Designation of Beneficiary

13
19.
No Right to Awards or to Employment

13
20.
Clawback

13
21.
No Section 83(b) Election

13
22.
Legal Compliance

13
23.
Inability to Obtain Authority

13
24.
Reservation of Shares

13
25.
Notice

14
26.
Governing Law; Interpretation of Plan and Awards

14
27.
Limitation on Liability

14

~~TRIUMPH GROUP, INC.~~
~~AMENDED AND RESTATED~~

~~2018 EQUITY INCENTIVE PLAN~~

~~1.Purpose of the Plan.~~

The purpose of the Plan is to encourage ownership in the Company by officers and other key personnel whose long-term employment is considered essential to the Company’s continued progress and, thereby, encourage recipients to act in the stockholders’ interest and share in the Company’s success.

~~2.Definitions.~~

~~As used herein, the following definitions shall apply:~~

~~(a)~~“~~Affiliate~~” means any entity that is, directly or indirectly, controlled by, under common control with or controlling the Company or any entity in which the Company has a significant ownership interest as determined by the Committee.

~~(b)~~“~~Automatic Exercise Date~~” shall mean, with respect to an Option, the last business day of the applicable term that was established by the Committee for such Option (e.g., the last business day prior to the tenth anniversary of the date of grant of such Option if the Option initially had a ten-year term); provided that with respect to an Option that has been amended pursuant to this Plan so as to alter the term, “Automatic Exercise Date” shall mean the last business day of the term that was established by the Committee for such Option as amended.

~~(c)~~“~~Award” means a Stock Award, RSU, PSU or Option granted in accordance with the terms of the Plan.~~

~~(d)~~“~~Award Agreement” means a~~ ~~Stock Award Agreement, an~~ ~~RSU Award Agreement, a~~ ~~PSU Award Agreement~~ ~~or an~~ ~~Option Agreement~~, which may be in written or electronic format, in such form and with such terms as may be specified by the Committee, evidencing the terms and conditions of an individual Award. Each Award Agreement is subject to the terms and conditions of the Plan.

~~(e)~~“~~Awardee” means an Employee of the Company or any Subsidiary or Affiliate who has been granted an Award under the Plan.~~

~~(f)~~“~~Board” means the Board of Directors of the Company.~~

~~(g)~~“~~Cause~~” has the meaning set forth in the Awardee’s employment or similar agreement with the Employer or any severance or similar agreement or plan, or, if no such agreement or plan is in effect, means (i) the willful and continued failure by the Awardee (other than any such failure resulting from the Awardee’s incapacity due to physical or mental illness) to perform substantially the duties and responsibilities of the Awardee’s position with the Employer; (ii) the conviction of the Awardee by a court of competent jurisdiction or a plea of nolo contendere for felony criminal conduct or a crime involving moral turpitude; or (iii) the willful engaging by the Awardee in fraud or dishonesty which is demonstrably and materially injurious to the Company or its reputation, monetarily or otherwise. No act, or failure to act, on the Awardee’s part shall be deemed “willful” unless committed or omitted by the Awardee in bad faith and without reasonable belief that the Awardee’s act or failure to act was in, or not opposed to, the best interest of the Company. It is also expressly understood that the Awardee’s attention to matters not directly related to the business of the Employer shall not provide a basis for termination for Cause so long as the Board has approved the Awardee’s engagement in such activities.

~~(h)~~“~~Change in Control” means any of the following:~~

~~(i)Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities~~”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary or Affiliate or (iv) any acquisition pursuant to a transaction that complies with (iii)(A), (iii)(B) and (iii)(C) of this definition;June 3, 2022

~~(ii)Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board~~”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs in connection with or as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors;APPENDIX A

~~(iii)~~Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “~~Business Combination~~”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board of Directors providing for such Business Combination; or

~~(iv)Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.~~

~~(i)~~“~~Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.~~

~~(j)~~“~~Committee” means the Compensation and Management Development Committee of the Board.~~

~~(k)~~“~~Common Stock~~” means the common stock of the Company. The term “Company” shall include a corporation succeeding to the business of Triumph Group, Inc. by merger, consolidation or liquidation or purchase of assets or stock or similar transaction.

~~(l)~~“~~Company” means Triumph Group, Inc., a Delaware corporation, or its successor.~~

~~(m)~~“~~Disability~~” means that the Awardee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months; provided, however, for purposes of determining the term of an Incentive Stock Option pursuant to Section 8 of the Plan, the term Disability shall have the meaning ascribed to it under Code Section 22(e)(3). Whether an individual has a Disability shall be confirmed by the Committee. Except in situations where the Committee is determining Disability for purposes of the term of an Incentive Stock Option pursuant to Section 8, the Committee may rely on any determination that an Awardee is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any Subsidiary or Affiliate in which an Awardee participates.

~~(n)~~“~~Employee” means a regular, active employee of the Company or any Subsidiary or Affiliate.~~

~~(o)~~“~~Employer” means the Company or any Subsidiary or Affiliate, as applicable.~~

~~(p)~~“~~Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.~~

~~(q)~~“~~Fair Market Value~~” means, with respect to a Share, unless the Committee determines otherwise, the closing price of a Share in New York Stock Exchange Composite Transaction on the relevant date, or if no sale shall have made on such exchange on that date, the closing price of a Share in New York Stock Exchange Composite Transaction on the last preceding day on which there was a sale.

~~(r)~~“~~Grant Date” means the date as of which an Award is granted.~~

~~(s)~~“~~Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Code Section 422 and the regulations promulgated thereunder.~~

~~(t)~~“~~Nonstatutory Stock Option” means an Option that is not intended to qualify as an Incentive Stock Option.~~

~~(u)~~“~~Option~~” means a right granted under Section 8 to purchase a number of Shares at such exercise price, at such times, and on such other terms and conditions as are specified in the agreement or other documents evidencing the Award (the “~~Option Agreement”). Both Options intended to qualify as Incentive Stock Options and Nonstatutory Stock Options may be granted under the Plan.~~

~~(v)~~“~~Participant” means the Awardee or any person (including any estate) to whom an Award has been assigned or transferred as permitted hereunder.~~

~~(w)~~“~~Performance Goals” means financial or operating, stock performance-related or individually-based goals established for an Award by the Committee, or, pursuant to delegated authority, by a delegate.~~

~~(x)~~“~~Performance Period” means the period established by the Committee for an Award for which Performance Goals are established.~~

~~(y)~~“~~Plan” means this Triumph Group, Inc. Amended and Restated 2018 Equity Incentive Plan, as amended from time to time.~~

~~(z)~~“~~PSUs” or “Performance Share Units~~” means RSUs awarded under Section 10 of the Plan with Performance Goals and a Performance Period determined for such Award, and with such other terms and conditions as are specified in the agreement or other documents evidencing the Award (the “~~PSU Award Agreement”).~~

~~(aa)~~“~~Repriced~~” means (i) any transaction performed with the intent or effect of (A) reducing the exercise price of any outstanding Option, (B) cancelling or exchanging outstanding Options in exchange for cash, other Awards or replacement Options, including through a tender offer process, with exercise prices that are less than the exercise price of the cancelled or exchanged Options, or (C) any similar share exchange transaction involving outstanding Awards; or (ii) any transaction defined as repricing under the New York Stock Exchange rules for listed companies.

~~(bb)[Reserved]~~

~~(cc)~~“~~RSU” means a restricted stock unit as set forth in Section 10 of the Plan.~~

~~(dd)~~“~~RSU Award” means an Award of RSUs in accordance with Section 10 of the Plan on such terms and conditions as are specified in the agreement or other documents evidencing the Award (the “RSU Award Agreement”).~~

~~(ee)~~“~~Share” means a share of Common Stock, as adjusted, if applicable, in accordance with Section 15 of the Plan.~~

~~(ff)~~“~~Stock Award” means an award or issuance of Shares made under Section 9 of the Plan on such terms and conditions as are specified in the agreement or other documents evidencing the Award (the “Stock Award Agreement”).~~

~~(gg)~~“~~Subsidiary~~” means any company (other than the Company) in an unbroken chain of companies beginning with the Company, provided each company in the unbroken chain (other than the Company) owns, at the time of determination, stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other companies in such chain.

~~(hh)~~“~~Termination of Employment~~” means, with respect to any Employee, the Employee’s ceasing to be an Employee; provided, however, that for Incentive Stock Option purposes, Termination of Employment will occur when the Awardee ceases to be an employee (as determined in accordance with Code Section 3401(c) and the regulations promulgated thereunder) of the Company or one of its Subsidiaries; and provided further that for any Award subject to Section 409A, Termination of Employment means a separation from service within the meaning of Section 409A. The Committee shall determine whether any corporate transaction, such as a sale or spin-off of a division or business unit, or a joint venture, shall be deemed to result in a Termination of Employment.

~~3.Shares Subject to the Plan.~~

~~(a)Aggregate Limits~~. Subject to Section 15(a), the aggregate number of Shares subject to Awards granted under the Plan is 3,520,000 Shares. Any Shares subject to Awards that are cancelled, expire or are forfeited, or are the subject of Awards settled in cash without the issuance of any Shares, shall be available for re-grant under the Plan. Notwithstanding anything to the contrary contained herein, Shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if such Shares are (i) Shares tendered or withheld in payment of the Option exercise price, or (ii) Shares delivered to or withheld by the Company to satisfy any tax withholding obligation authorized by the Committee. Shares issued in payment of any Award may either be authorized and unissued Shares or treasury Shares. Any cash tendered to pay any exercise price or to meet tax withholding obligations will not be used by the Company to purchase additional Shares on the open market for use under this Plan.

~~(b)Code Sections 422 and 409A~~. Subject to Section 15(a), the aggregate number of Shares that may be subject to all Incentive Stock Options granted under the Plan is 3,520,000 Shares. Notwithstanding anything to the contrary in the Plan, the limitations set forth in this Section 3(b) shall be subject to adjustment under Section 15(a) only to the extent that such adjustment will not affect the ability to grant or constitute a “modification” in the case of Incentive Stock Options as defined in Code Section 424, or in the case of Nonstatutory Stock Options, constitute a “modification” within the meaning of Code Section 409A.

~~(c)Award Vesting Limitations~~. Notwithstanding anything to the contrary in this Plan, but subject to Section 15 of the Plan, Awards granted under the Plan shall vest no earlier than the first anniversary of the applicable date of grant; provided, however, that notwithstanding the foregoing, Awards that result in the issuance of up to five percent (5%) of the Shares of Common Stock available pursuant to Section 3(a) may be granted to any one or more Participants without respect to such minimum vesting provisions.

~~4.Administration of the Plan.~~

~~(a)Procedure~~.

~~(i)Administrator. The Plan shall be administered by the Committee.~~

~~(ii)Delegation of Authority for the Day-to-Day Administration of the Plan~~. Except to the extent prohibited by applicable law (including applicable stock exchange rules), the Committee may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in the Plan. Such delegation may be revoked at any time.

~~(b)Powers of the Committee. Subject to the other provisions of the Plan, the Committee shall have the authority, in its discretion:~~

~~(i)to select the Employees to whom Awards are to be granted hereunder;~~

~~(ii)to determine the number of Shares to be covered by each Award granted hereunder;~~

~~(iii)to determine the type of Award to be granted to the selected Employees;~~

~~(iv)to approve forms of Award Agreements for use under the Plan;~~

~~(v)to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder;~~

~~(vi)to correct administrative errors;~~

~~(vii)to construe and interpret the terms of the Plan and Awards granted under the Plan;~~

~~(viii)to adopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements of applicable laws and procedures;~~

~~(ix)to prescribe, amend and rescind rules and regulations relating to the Plan;~~

~~(x)~~to modify or amend each Award, including, but not limited to, the acceleration of vesting or exercisability; provided, however, that any such amendment is subject to Section 15 and may not impair any outstanding Award unless agreed to in writing by the Participant;

~~(xi)~~to allow Participants to satisfy withholding tax amounts by electing (in such form and under such conditions as the Committee may provide) to have the Company withhold from the Shares to be issued upon exercise of a Nonstatutory Stock Option or vesting or lapse of forfeiture of a Stock Award or RSU Award, that number of Shares having a Fair Market Value equal to the maximum that can be withheld in the applicable jurisdiction;

~~(xii)to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Committee;~~

~~(xiii)~~to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation: (A) restrictions under an insider trading policy; and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers;

~~(xiv)~~to determine the duration and purpose of leaves of absences which may be granted to an Awardee without constituting a Termination of Employment for purposes of the Plan, subject to the applicable requirements of Code Section 409A; and

~~(xv)to determine, in its discretion, whether to settle Awards in cash, in Shares, or in some combination; and~~

~~(xvi)to make all other determinations deemed necessary or advisable for administering the Plan and any Award granted hereunder.~~

~~(c)Effect of Committee’s Decision~~. All decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations under the Plan and the terms and conditions of any Award granted hereunder, shall be final and binding on all Participants. The Committee shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select.

~~5.Eligibility.~~

~~Awards may be granted only to Employees.~~

~~6.Term of Plan.~~

The Plan became effective upon its approval by the Board on [_____], 2020, subject to approval of the Plan by the stockholders of the Company at the 2020 Annual Meeting of stockholders to be held on [_____], 2020. The Plan shall continue in effect for a term of ten (10) years from the effective date of the Plan, unless an amendment to extend the term is approved by stockholders of the Company under Section 16.

~~7.Term of Awards.~~

The term of each Award shall be determined by the Committee and stated in the Award Agreement. In the case of an Option, the term shall be no longer than ten (10) years from the Grant Date; provided, however, that if an Awardee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and an Incentive Stock Option is granted to such Awardee, the term of the Incentive Stock Option shall be (to the extent required by the Code at the time of the grant) no more than five years from the date of grant.

~~8.Options.~~

~~(a)General. Each Option shall be evidenced by an Option Agreement, the terms and conditions of which are consistent with the following:~~

~~(i)Exercise Price~~. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be no less than 100% of the Fair Market Value per Share on the Grant Date. If an Awardee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and an Incentive Stock Option is granted to such Awardee, the exercise price of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no less than 110% of the Fair Market Value of a Share on the date such Incentive Stock Option is granted.

~~(ii)No Option Repricings. Other than in connection with a change in the Company’s capitalization (as described in Section 15(a)), the exercise price of an Option may not be Repriced without stockholder approval.~~

~~(iii)Vesting Period, Performance Goals and Exercise Dates~~. Options granted under the Plan shall vest and be exercisable at such time, subject to achievement of designated Performance Goals and/or in such installments during the period prior to the expiration of the Option’s term as determined by the Committee and set forth in the Option Agreement. The minimum vesting schedule for Options shall be one year from the date of grant.

~~(iv)Form of Consideration~~. The Committee shall determine the acceptable form of consideration for exercising an Option, including the method of payment, either through the terms of the Option Agreement or at the time of exercise of an Option. Acceptable forms of consideration may include:

~~(1)cash;~~

~~(2)check or wire transfer (denominated in U.S. Dollars);~~

~~(3)~~subject to any conditions or limitations established by the Committee, Shares which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised and/or applicable withholding taxes arising as a result of such exercise in accordance with Section 14;

~~(4)consideration received by the Company under a broker-assisted sale and remittance program acceptable to the Committee;~~

~~(5)such other consideration and method of payment for the issuance of Shares to the extent permitted by applicable law; or~~

~~(6)any combination of the foregoing methods of payment.~~

~~(b)Option Limitations/Terms~~.

~~(i)Eligibility for Incentive Stock Options~~. Only employees (as determined in accordance with Code Section 3401(c) and the regulations promulgated thereunder) of the Company or any of its Subsidiaries may be granted Incentive Stock Options.

~~(ii)$100,000 Limitation for Incentive Stock Options~~. Notwithstanding the designation “Incentive Stock Option” in an Option Agreement, if and to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Awardee during any calendar year (under all plans of the Company and any of its Subsidiaries) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 8(b), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the Grant Date.

~~(c)Effect of Termination of Employment on Options~~.

~~(i)General~~. Upon an Awardee’s Termination of Employment other than as a result of circumstances described in Section 13, any outstanding vested Option granted to such Awardee, to the extent not theretofore exercised, shall terminate ninety (90) days after the date of the Awardee’s Termination of Employment. Subject to Section 15(c), any unvested Options terminate upon an Awardee’s Termination of Employment.

~~(ii)Specific Termination Events. The impact of specific termination events set forth in Section 13 shall apply to Options.~~

~~(d)Exercise of an Option~~.

~~(i)Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Committee and set forth in the Option Agreement.~~

~~(ii)~~An Option shall be deemed exercised when the Company receives (A) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option; (B) full payment for the Shares with respect to which the related Option is exercised; and (C) with respect to Nonstatutory Stock Options, payment of all applicable withholding taxes.

~~(iii)~~Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares subject to an Option.

~~(iv)An Option may not be exercised for a fraction of a Share.~~

~~(e)Expiration of Option Term: Automatic Exercise of In-The-Money Options~~. Unless otherwise determined by the Committee (in an Award Agreement or otherwise) or as otherwise directed in writing to the Company by a Participant holding an Option, each Option outstanding on the Automatic Exercise Date with an exercise price per share that is less than the Fair Market Value per share of Common Stock as of such date shall automatically and without further action by the Participant or the Company be exercised on the Automatic Exercise Date. Payment of the exercise price of any such Option and related tax obligations shall be “net settled” to the maximum extent permitted by applicable law. Unless otherwise determined by the Committee, this Section 8(e) shall not apply to an Option if the Participant incurs a Termination of Employment on or before the Automatic Exercise Date. For the avoidance of doubt, no Option with an exercise price per share that is equal to or greater than the Fair Market Value per share of Common Stock on the Automatic Exercise Date shall be exercised pursuant to this Section 8(e).

9.~~Stock Awards.~~

~~Each Stock Award shall be evidenced by a Stock Award Agreement, the terms and conditions of which are consistent with the following:~~

~~(a)Restrictions and Performance Goals.~~ Stock Awards shall be earned, and forfeiture restrictions shall lapse, at such time, in such installments, and/or subject to such Performance Goal(s) as established under Section 11 and with such Performance Period as determined by the Committee or, if applicable, a delegate of the Committee. The minimum restricted period or Performance Period for a Stock Award shall be one year from the date of grant.

~~(b)Forfeiture~~. Upon the Awardee’s Termination of Employment (other than as provided below in Section 13), the Shares subject to a Stock Award that have not been earned or vested pursuant to the Stock Award Agreement shall be forfeited.

~~(c)Rights as a Stockholder~~. The Awardee shall be a stockholder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) upon the grant of the Stock Award; provided, however, such rights are forfeited if the Shares subject to the Stock Award are forfeited, and no certificate representing ownership of the Shares shall be issued to the Awardee until such lapse of forfeiture occurs.

~~(d)Dividends~~. Dividends that are declared and paid on the outstanding shares of Common Stock during any period for which forfeiture restrictions apply to a Stock Award shall not be paid at the time dividends are paid to stockholders, but shall be accrued, without interest, and paid out when such forfeiture restrictions lapse; provided, that any accrued dividends are forfeited to the extent the underlying shares under the Award are forfeited.

~~10.RSU Awards.~~

The terms and conditions of a grant of a RSU Award shall be reflected in a RSU Award Agreement. RSUs shall be earned, and forfeiture restrictions shall lapse, at such time, in such installments, and/or subject to such Performance Goal(s) and with such Performance Period as determined by the Committee or, if applicable, a delegate of the Committee. No Shares shall be issued at the time a RSU Award is granted, and the Company will not be required to set aside a fund for the payment of any such RSU Award. A Participant shall have no voting or dividend rights with respect to any RSUs granted hereunder until the Shares, if any, underlying the RSU Award are earned and issued.

~~(a)Restrictions~~. A RSU Award shall be subject to (i) forfeiture until the expiration of the restricted period established by the Committee, and/or, for a PSU Award, satisfaction of any applicable Performance Goals as established under Section 11 during a designated Performance Period, to the extent provided in the applicable PSU Award Agreement, and to the extent such RSUs or PSUs are forfeited, all rights of the Awardee to such RSUs or PSUs shall terminate without further obligation on the part of the Company, and (ii) such other terms and conditions as may be set forth in the applicable RSU Award Agreement or PSU Award Agreement. The minimum restricted period or Performance Period for RSU Awards shall be one year from the date of grant.

~~(b)Settlement of Restricted Stock Units~~

~~and Performance Share Units~~. Upon the expiration of the restricted period with respect to any outstanding RSUs, and satisfaction of the applicable Performance Goals for the Performance Period for any outstanding PSUs, the Company shall deliver to the Awardee, or his or her beneficiary, without charge, one Share for each such outstanding RSU for which forfeiture restrictions have lapsed, or for each outstanding PSU which has been earned; provided, however, that, if explicitly provided in the applicable RSU Award Agreement or PSU Award Agreement, the Committee may, in its sole discretion, elect to pay cash or part cash and part Shares in lieu of delivering only Shares for such RSUs or PSUs. If a cash payment is made in lieu of delivering Shares, the amount of such payment shall be equal to the Fair Market Value of the Shares as of the date on which the restricted period lapsed with respect to such RSUs, or the date on which the Committee or, if applicable, a delegate of the Committee, determines that the applicable Performance Goals have been met for PSUs.

~~(c)Dividend Equivalents~~. Unless set forth in an Award Agreement, no dividend equivalents will be paid on any RSU Award or PSU Award. Dividend equivalents, if added in an Award Agreement, shall only be paid to the extent the RSU Award or PSU Award is earned and paid.

~~11.Performance-Based Awards.~~

The Committee will establish, in writing, the Performance Goals and the Performance Period for each applicable Award; provided, however, that where the determination of the Performance Goals and Performance Period for any Award for which the Committee has delegated authority under Section 4(a), the authority to establish Performance Goals and a Performance Period is also delegated. Such Performance Goals may vary by Awardee and by Award. The Committee, in its discretion, may adjust or modify the calculation of Performance Goals to prevent dilution or enlargement of the rights of Awardees.

~~12.Compliance with Conditions.~~

The Committee has the authority, which may be delegated to the extent permitted by applicable law, to set forth conditions and requirements, including, without limitation, restrictive covenants, in any Award Agreement. Any failure to comply with such conditions or requirements, either during the employment period or after Termination of Employment, as applicable, may subject the Award to forfeiture, or to any applicable clawback policy.

~~13.Impact of Termination of Employment Events.~~

~~The following Termination of Employment events shall have the following consequences for outstanding Awards.~~

~~(a)Disability of an Awardee~~.

~~(i)Options~~. Subject to Section 13(g), upon an Awardee’s Termination of Employment as a result of the Awardee’s Disability, all outstanding vested and exercisable Options granted to such Awardee shall remain exercisable for one year after Termination of Employment as a result of a Disability; provided, that the Option will expire at the expiration of the stated term if earlier.

~~(ii)Stock Awards, RSU Awards and PSU Awards. If an Awardee’s Termination of Employment is due to the Awardee’s Disability:~~

~~(1)~~all outstanding and unvested Stock Awards and RSU Awards not described in subsection (a)(ii)(2) that would have vested prior to the first anniversary of the date of Termination of Employment will accelerate, all forfeiture restrictions will lapse, and the Shares will be issued no later than 60 days after the termination date; provided, that to the extent necessary to prevent the imposition of taxes or penalties under Section 409A of the Code, such payout shall be made on the date(s) the Awards would have been paid absent the Termination of Employment; and

~~(2)~~subject to Section 15(c), all outstanding Stock Awards and RSU Awards that are conditioned upon achievement of one or more Performance Goals and granted to such Awardee shall vest pro-rated at target based on the service completed during the applicable performance period and be paid in a lump sum no later than 60 days after the termination date; provided, that to the extent necessary to prevent the imposition of taxes or penalties under Section 409A of the Code, such payout shall be made on the date(s) the Awards would have been paid absent the Termination of Employment.

~~(b)Death of Awardee~~.

~~(i)Options~~. Upon an Awardee’s Termination of Employment as a result of the Awardee’s death, all outstanding vested and exercisable Options granted to such Awardee shall remain exercisable for one year after Termination of Employment as a result of a death; provided, that the Option will expire at the expiration of the stated term if earlier. If an Option is held by the Awardee when he or she dies, the Option may be exercised by the beneficiary designated by the Awardee, the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to exercise the Option under the Awardee’s will or the laws of descent or distribution.

~~(ii)Stock Awards, RSU Awards and PSU Awards. Any outstanding Stock Awards, RSU Awards and PSU Awards shall be forfeited upon the death of the Awardee.~~

~~(c)[Reserved]~~

~~(d)Voluntary Severance Incentive Program~~. Upon an Awardee’s Termination of Employment as a result of participation in a voluntary severance incentive program of the Company or a Subsidiary approved by the Board or a committee of the Board, the Board or the Committee shall take action to:

~~(i)vest all outstanding Options granted to the Awardee, with such vested Options remaining exercisable until the expiration of the stated term of the Option; and~~

~~(ii)~~vest and lapse all forfeiture restrictions on all outstanding time-based Stock Awards and RSU Awards granted to such Awardee and provide that all such Awards shall be settled as soon as practicable following such Termination of Employment, but in no event later than 60 days after the termination date; provided, that to the extent necessary to prevent the imposition of taxes or penalties under Section 409A of the Code, such payout shall be made on the date(s) the Awards would have been paid absent the Termination of Employment; and

~~(iii)~~vest all outstanding PSU Awards, pro-rated at target based on the service completed during the applicable Performance Period, and provide that all such Awards shall be settled as soon as practicable following such Termination of Employment, but in no event later than 60 days after the termination date; provided, that to the extent necessary to prevent the imposition of taxes or penalties under Section 409A of the Code, such payout shall be made on the date(s) the Awards would have been paid absent the Termination of Employment.

~~(e)Divestiture~~. If an Awardee will cease to be an Employee because of a divestiture by the Company (the determination of whether a divestiture will occur shall be made by the Committee in its sole discretion), prior to such Termination of Employment, the Committee may, in its sole discretion,:

~~(i)fully vest some or all of the outstanding Options granted to the Awardee, and such Options shall remain exercisable until the expiration of the stated term of the Option; and~~

~~(ii)~~accelerate the vesting of and lapse of forfeiture restrictions on all or a portion of any outstanding time-based Stock Awards or RSU Awards granted to such Awardee, and provide that such Awards shall be settled as soon as practicable following such Termination of Employment, but in no event later than 60 days after the termination date; provided, that to the extent necessary to prevent the imposition of taxes or penalties under Section 409A of the Code, such payout shall be made on the date(s) the Awards would have been paid absent the Termination of Employment; and

~~(iii)~~vest all or a portion of any outstanding PSU Awards, pro-rated at target based on the service completed during the applicable Performance Period, and provide that all such Awards shall be settled as soon as practicable following such Termination of Employment, but in no event later than 60 days after the termination date; provided, that to the extent necessary to prevent the imposition of taxes or penalties under Section 409A of the Code, such payout shall be made on the date(s) the Awards would have been paid absent the Termination of Employment.

~~(f)Work Force Restructuring or Similar Program~~. If an Awardee will cease to be an Employee because of a work force restructuring or similar program (the determination of whether a work force restructuring will occur shall be made by the Committee in its sole discretion), prior to such Termination of Employment, the Committee may, in its sole discretion:

~~(i)vest some or all of the outstanding Options granted to the Awardee, and such Options shall remain exercisable until the expiration of the stated term of the Option; and~~

~~(ii)~~accelerate the vesting of, and lapse of forfeiture restrictions on, all or a portion of any outstanding Stock Awards or RSU Awards granted to such Awardee, and provide that all such RSU Awards shall be settled as soon as practicable following such Termination of Employment, but in no event later than 60 days after the termination date; provided, that to the extent necessary to prevent the imposition of taxes or penalties under Section 409A of the Code, such payout shall be made on the date(s) the Awards would have been paid absent the Termination of Employment; and

~~(g)Post-Termination of Employment Restrictions. The following provisions will apply to the extended exercisability, vesting, or continuation of any Award following a Termination of Employment:~~

~~(i)~~The Awardee shall not, without prior written authorization from the Company, use in other than the business of the Company or any of its Subsidiaries or Affiliates, any confidential information or material relating to the business of the Company or its Subsidiaries or Affiliates, either during or after employment with the Company or any of its Subsidiaries or Affiliates;

~~(ii)~~The Awardee shall disclose promptly and assign to the Company or one of its Subsidiaries or Affiliates, as appropriate, all right, title and interest in any invention or idea, patentable or not, made or conceived by the Awardee during employment by the Company or any of its Subsidiaries or Affiliates, relating in any manner to the actual or anticipated business, research or development work of the Company or any of its Subsidiaries or Affiliates and shall do anything reasonably necessary to enable the Company or one of its Subsidiaries or Affiliates, as appropriate, to secure a patent where appropriate in the United States and in foreign countries; and

~~(iii)[Reserved]~~

~~(h)Options.~~ If the Participant does not exercise an Option within the additional time specified in accordance with this Section 13, the Option (to the extent not exercised) shall automatically terminate at the end of the extended exercise period; provided, however, if applicable, the provisions of Section 8(e) shall apply.

~~14.Withholding.~~

~~(a)Required Withholding~~. All Awards under the Plan shall be subject to applicable federal (including FICA), state, local and foreign tax withholding requirements. The Employer may require the Participant or other person receiving or exercising an Award to pay to the Employer the amount of any federal, state, local or foreign taxes that the Employer is required to withhold with respect to such Award, or the Employer may deduct from other wages and compensation paid by the Employer the amount of any withholding taxes due with respect to such Award.

~~(b)Authority to Withhold Shares~~. The Committee may authorize that the Company’s tax withholding obligation with respect to any Award paid in Common Stock shall be satisfied by having shares of Common Stock withheld at the time such Award becomes taxable in an amount equal to the maximum tax withholding obligation in compliance with applicable law. In addition, the Committee may allow Participants to elect to have such authorized share withholding applied (or not) to particular Awards. The election must be in a form and manner prescribed by the Company and may be subject to limits imposed by the Committee.

~~15.Adjustments upon Changes in Capitalization, Dissolution, Merger or Asset Sale; Change in Control.~~

~~(a)Changes in Capitalization~~. Subject to any required action by the stockholders of the Company, (i) the number and kind of Shares covered by each outstanding Award, (ii) the price per Share subject to each such outstanding Award and (iii) the Share limitations set forth in Section 3, shall be proportionately adjusted for any increase or decrease in the number or kind of issued shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award. Any adjustments made under this Section 15(a) shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act.

~~(b)Dissolution or Liquidation~~. In the event of the proposed dissolution or liquidation of the Company, other than a dissolution or liquidation that is defined as a Change of Control, the Committee shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Committee in its discretion may provide for an Option to be fully vested and exercisable until ten (10) days prior to such transaction. In addition, the Committee may provide that any restrictions on any Award shall lapse prior to the transaction, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed transaction.

~~(c)Change in Control~~. The provisions of this Section 15(c) shall apply in the case of a Change in Control. If more specific terms are set forth in any separate plan document or agreement between the Company and any Awardee, such separate plan or agreement shall govern the treatment of Awards.

~~(i)Awards Not Assumed or Substituted by the Surviving Entity~~. Upon the occurrence of a Change in Control, and except with respect to any Awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner approved by the Committee or the Board: (A) outstanding Options, Stock Awards and RSUs, and other Awards in the nature of rights that may be exercised, shall become fully vested and exercisable, (B) time-based vesting restrictions on outstanding Awards shall lapse, and (C) the payout opportunities attainable under all of such Awardee’s outstanding performance-based Awards shall be deemed to have been earned as of the date of the Change in Control based upon an assumed achievement of all relevant Performance Goals at the target level and, subject to Section 15(c)(iv) and Section 22, there shall be a payout to the Awardee or his or her beneficiary within 60 days following the date of the Change in Control; provided, that to the extent necessary to prevent the imposition of taxes or penalties under Section 409A of the Code, such payout shall be made on the date(s) the Awards would have been paid absent the Change in Control; provided, further, that if any other plan or agreement of the Company in place at the time of the Change in Control provides for additional acceleration, the terms of such other plan or agreement shall control. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.

~~(ii)Awards Assumed or Substituted by Surviving Entity~~. With respect to Awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control, if within two years after the effective date of the Change in Control, an Awardee’s employment is terminated without Cause or (subject to the following sentence) the Awardee resigns for “good reason” in connection with a Change in Control then (A) all of that Awardee’s outstanding Options, Stock Awards, RSUs and other Awards in the nature of rights that may be exercised shall become fully vested and exercisable, (B) all time-based vesting restrictions on the Awardee’s outstanding Awards shall lapse, and (C) the payout opportunities attainable under all of such Awardee’s outstanding performance-based Awards shall be deemed to have been earned as of the date of the employment termination based upon an assumed achievement of all relevant Performance Goals at the target level and, subject to Section 15(c)(iv) and Section 22, there shall be a payout to the Awardee or his or her beneficiary within 60 days following the date of the employment termination; provided, that to the extent necessary to prevent the imposition of taxes or penalties under Section 409A of the Code, such payout shall be made on the date(s) the

Awards would have been paid absent the employment termination; provided, further, that if any other plan or agreement of the Company in place at the time of the Change in Control provides for additional acceleration, the terms of such other plan or agreement shall control.With regard to each Award, an Awardee shall not be considered to have resigned for “good reason” unless either (1) the Award Agreement includes a “good reason” termination right in connection with a Change in Control or (2) the Awardee is or was, prior to the Change in Control, party to an employment agreement or severance or similar agreement or plan with the Company or a Subsidiary or Affiliate that includes provisions in which the Awardee is permitted to resign for “good reason” in connection with a Change in Control (as defined in such agreement or plan). To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.

~~(iii)Equitable Adjustments~~. The Committee, in its sole discretion, may include such further provisions and limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.

~~(iv)CodeSection 409A. No action shall be taken under this Section 15(c) which shall cause an Award to fail to be exempt from or comply with Code Section 409A.~~

~~(v)Consent.~~ Notwithstanding any other provision of the Plan or any Award Agreement, the provisions of this Section 15(c) may not be terminated, amended, or modified upon or after a Change of Control in a manner that would adversely affect an Awardee’s rights with respect to an outstanding Award without the prior written consent of the Awardee.

~~(vi)Assumption.~~ For purposes of this Section 15(c), an Award shall be considered assumed or otherwise equitably converted or substituted if, following the Change in Control, (x) the acquiring entity is principally traded on a national United States-based stock exchange; and (y) the Award remains subject to the same terms and conditions that were applicable to the Award immediately prior to the Change in Control except that, if the Award related to shares, the Award instead confers the right to receive common stock of the acquiring entity.

~~16.Amendment and Termination of the Plan.~~

~~(a)Amendment and Termination~~. The Committee may amend, alter or discontinue the Plan or any Award Agreement, but any such amendment shall be subject to approval of the stockholders of the Company in the manner and to the extent required by applicable law (including applicable stock exchange requirements). In addition, without limiting the foregoing, unless approved by the stockholders of the Company, no such amendment shall be made that would:

~~(i)materially increase the maximum number of Shares for which Awards may be granted under the Plan, other than an increase pursuant to Section 15;~~

~~(ii)reduce the minimum exercise price for Options granted under the Plan;~~

~~(iii)Reprice any outstanding Awards, other than in connection with a change in the Company’s capitalization (as described in Section 15(a)); or~~

~~(iv)change the class of persons eligible to receive Awards under the Plan.~~

~~(b)Effect of Amendment or Termination~~. No amendment, suspension or termination of the Plan shall impair the rights of any Participant under an outstanding Award, unless agreed to in a writing signed by the Participant and the Company. Termination of the Plan shall not affect the Committee’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

~~(c)Effect of the Plan on Other Arrangements~~. Neither the adoption of the Plan by the Board or the Committee nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as it or they may deem desirable, including without limitation, the granting of restricted stock, restricted stock units, stock options or other incentive compensation awards otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

~~17.Non-Transferability of Awards.~~

Unless provided otherwise in an Award Agreement, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by beneficiary designation, will or by the laws of descent or distribution.

~~18.Designation of~~ ~~Beneficiary.~~

~~(a)~~An Awardee may file a written designation of a beneficiary who is to receive the Awardee’s rights pursuant to Awardee’s Award or the Awardee may include his or her Awards in an omnibus beneficiary designation for all benefits under the Plan. To the extent that Awardee has completed a designation of beneficiary, such beneficiary designation shall remain in effect with respect to any Award hereunder until changed by the Awardee to the extent enforceable under applicable law.

~~(b)~~Such designation of beneficiary may be changed by the Awardee at any time by written notice in a form approved by the Committee. In the event of the death of an Awardee and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Awardee’s death, the Company shall allow the executor or administrator of the estate of the Awardee to exercise the Award, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may allow the spouse or one of the dependents or relatives of the Awardee to exercise the Award to the extent permissible under applicable law.

~~19.No Right to Awards or to Employment.~~

No person shall have any claim or right to be granted an Award and the grant of any Award shall not be construed as giving an Awardee the right to continue in the employ of the Company or its Subsidiaries or Affiliates. Further, the Company and its Subsidiaries or Affiliates expressly reserve the right, at any time, to dismiss any Employee or Awardee at any time without liability or any claim under the Plan, except as provided herein or in any Award Agreement entered into hereunder.

~~20.Clawback.~~

The Company shall have the right to recoup or “claw back” any payment made with respect to an Award under the Plan to the extent necessary to comply with applicable Federal securities laws or any Board- or Committee-approved plan or policy.

~~21.No Section 83(b) Election.~~

~~No Awardee may make an election under Code Section 83(b) with respect to any Stock Award or RSU Award granted hereunder.~~

~~22.Legal Compliance.~~

Shares shall not be issued pursuant to the exercise of an Award unless the issuance and delivery of such Shares shall comply with applicable laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. Without limiting the foregoing, the Plan is intended to comply with Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Committee shall make a good faith effort to interpret and administer the Plan in compliance therewith. Any payments described in the Plan that are due within the “short-term deferral period” as defined in Code Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. For purposes of Code Section 409A, each installment payment provided under the Plan shall be treated as a separate payment. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated taxation and tax penalties under Code Section 409A, (a) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following the Awardee’s Termination of Employment shall instead be paid on the first payroll date after the six-month anniversary of the Participant’s separation from service (or the Participant’s death, if earlier), (b) amounts payable upon an Awardee’s Termination of Employment shall only be payable if such termination constitutes a “separation from service” within the meaning of Code Section 409A, and (c) except to the extent acceleration or deferral is permitted by or complies with the requirements of Code Section 409A, neither the time nor schedule of any payment or exercise of an Award will accelerate or be deferred. Notwithstanding the foregoing, neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Participant under Code Section 409A and neither the Company nor the Committee will have any liability to any Participant for such tax or penalty.

~~23.Inability to Obtain Authority.~~

To the extent the Company is unable to or the Committee deems it infeasible to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, the Company shall be relieved of any liability with respect to the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

~~24.Reservation of Shares.~~

~~The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.~~

~~25.Notice.~~

~~Any written notice to the Company required by any provisions of the Plan shall be addressed to the Secretary of the Company and shall be effective when received.~~

~~26.Governing Law; Interpretation of Plan and Awards.~~

~~(a)This Plan and all determinations made and actions taken pursuant hereto shall be governed by the substantive laws, but not the choice of law rules, of the State of Delaware.~~

~~(b)~~In the event that any provision of the Plan or any Award granted under the Plan is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of the provisions of the Plan or Award shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

~~(c)~~The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of the Plan, nor shall they affect its meaning, construction or effect.

~~(d)The terms of the Plan and any Award shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.~~

~~(e)All questions arising under the Plan or under any Award shall be decided by the Committee in its total and absolute discretion.~~

~~27.Limitation on Liability.~~

~~The Company and any Subsidiary or Affiliate which is in existence or hereafter comes into existence shall not be liable to a Participant, an Employee, an Awardee or any other persons as to:~~

~~(a)The Non-Issuance of Shares~~. The non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares hereunder; and

~~(b)Tax Consequences. Any tax consequence expected, but not realized, by any Participant, Employee, Awardee or other person due to the receipt, exercise or settlement of any Option or other Award granted hereunder.~~

~~APPENDIX B~~

Appendix B—A—Reconciliation of GAAP and Non‑GAAP Financial Measures

and Adjustments Made to Non‑GAAP Performance Metrics

In fiscal year ~~2020,~~2022 and 2021, we adjusted our earnings before interest, taxes, depreciation and amortization and pension (EBITDAP) and free cash flow performance metrics in our AIP. The tables below provide a reconciliation from ~~operating~~net income and cash flow used in operations (GAAP metrics) to EBITDAP and free cash flow (non‑GAAP metrics), respectively, and shows how the non-GAAP metrics were adjusted, as used in the determination of our AIP payouts.


($ in millions)	12 Fiscal Months Ended March 31, 2022
Net loss (GAAP)	$(43)
Add back: Income tax expense	5
Add back: Interest expense and other	136
Less: Non-service defined benefit income	(57)
Add back: Depreciation & Amortization	50
Add back: Long-lived asset impairment	2
Less: Amortization of acquired contract liability	(6)
Add back: Losses on divestitures	9
Add back: Pension charges	52
Add back: Debt extinguishment loss	12

Adjusted EBITDAP(1)	$160


($ in millions)	12 Fiscal Months Ended March 31, 2021
Cash flow from operations (GAAP)	($137)
Capital expenditures	(20)
Free cash flow(1)	($157)


($ in millions)	12 Fiscal Months Ended March 31, 2021
Net loss (GAAP)	$(451)
Add back: Income tax expense	3
Add back: Interest expense and other	171
Less: Non-service defined benefit income	(50)
Add back: Depreciation & Amortization	94
Add back: Long-lived asset impairment	252
Less: Amortization of acquired contract liability	(39)
Add back: Losses on divestitures	105
Add back: Impairment of rotable inventory	24

Adjusted EBITDAP(1)	$109


($ in millions)	12 Fiscal Months Ended March 31, 2021
Cash flow from operations (GAAP)	($173)
Capital expenditures	(25)
Free cash flow(1)	($198)

In fiscal year 2020, we adjusted our earnings before interest, taxes, depreciation and amortization and pension (EBITDAP) metrics in our AIP. The tables below provide a reconciliation from net income (GAAP metric) to EBITDAP (non‑GAAP metric), respectively, and shows how the non-GAAP metrics were adjusted, as used in the determination of our respective AIP payouts.



($ in millions)	12 Fiscal Months Ended March 31, 2020
Net loss (GAAP)	$(28)
Add back: Income tax expense	6
Add back: Interest expense and other	122
Less: Non-service defined benefit income	(42)
Add back: Depreciation & Amortization	138
Add back: Goodwill impairment	66
Less: Amortization of acquired contract liability	(75)
Add back: Losses on divestitures	57
Less: Legal judgment gain, net	(9)
Add back: Union incentives	7

Adjusted EBITDAP(1)	$242


~~($ in millions)~~	12 Fiscal Months Ended March 31, 2020
~~Cash flow from operations (GAAP)~~	~~$97~~
~~Capital expenditures~~	~~(40)~~
~~Free cash flow(1)~~	~~$57~~

~~(1)~~

~~This is a non‑GAAP performance measure.~~

Adjusted income from continuing operations before income taxes, adjusted income from continuing operations and adjusted income from continuing operations diluted per share, before non‑recurring costs is provided for consistency and comparability. These measures should not be considered in isolation or as alternatives to income from continuing operations before income taxes, income from continuing operations and income from continuing operations per diluted share presented in accordance with GAAP.

(1) This is a non-GAAP performance measure

APPENDIX B

TAX BENEFITS PRESERVATION PLAN

dated

March 11, 2022

effective as of

March 13, 2022

between

TRIUMPH GROUP, Inc.

and

Computershare Trust Company, N.A.

as Rights Agent

TABLE OF CONTENTS


		Page
Section 1.	Certain Definitions	B-1
Section 2.	Appointment of Rights Agent	B-5
Section 3.	Issuance of Rights Certificates	B-5
Section 4.	Form of Rights Certificates	B-6
Section 5.	Countersignature and Registration	B-6
Section 6.	Transfer, Split-Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates	B-7
Section 7.	Exercise of Rights; Purchase Price; Expiration Date of Rights	B-7
Section 8.	Cancellation and Destruction of Rights Certificates	B-8
Section 9.	Reservation and Availability of Capital Stock	B-8
Section 10.	Preferred Stock Record Date	B-9
Section 11.	Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights	B-9
Section 12.	Certificate of Adjusted Purchase Price or Number of Shares	B-13
Section 13.	Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power	B-13
Section 14.	Fractional Rights and Fractional Shares	B-14
Section 15.	Rights of Action	B-15
Section 16.	Agreement of Rights Holders	B-16
Section 17.	Rights Certificate Holder Not Deemed a Stockholder	B-16
Section 18.	Concerning the Rights Agent	B-16
Section 19.	Merger or Consolidation or Change of Name of Rights Agent	B-17
Section 20.	Duties of Rights Agent	B-17
Section 21.	Change of Rights Agent	B-19
Section 22.	Issuance of New Rights Certificates	B-19
Section 23	Redemption and Termination	B-19
Section 24	Exchange	B-20
Section 25	Notice of Certain Events	B-21
Section 26	Notices	B-21
Section 27	Supplements and Amendments	B-22
Section 28	Successors	B-22
Section 29	Determination and Actions by the Board, etc.	B-22
Section 30	Benefits of this Agreement	B-22
Section 31	Severability	B-22
Section 32	Governing Law	B-22
Section 33	Entire Agreement	B-23
Section 34	Counterparts	B-23
Section 35	Descriptive Headings; Interpretations	B-23
Section 36	Confidentiality	B-23
Section 37	Force Majeure	B-23


EXHIBITS

Exhibit A	Form of Certificate of Designations, Preferences and Rights	B-24
Exhibit B	Form of Rights Certificate	B-29
Exhibit C	Form of Summary of Rights	B-39

TAX BENEFITS PRESERVATION PLAN

TAX BENEFITS PRESERVATION PLAN (the “Agreement”) between Triumph Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”), dated March 11, 2022, effective as of March 13, 2022 immediately upon expiration of the Tax Benefits Preservation Plan between the Company and the Rights Agent, dated as of March 13, 2019.

W I T N E S S E T H:

WHEREAS, on March 11, 2022 (the “Rights Dividend Declaration Date”) and effective as of March 13, 2022 immediately upon expiration of the Tax Benefits Preservation Plan between the Company and the Rights Agent, dated as of March 13, 2019, the Board of Directors of the Company (the “Board”) authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of Common Stock (as hereinafter defined) outstanding at the close of business on March 21, 2022 (the “Record Date”), and has authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(p) hereof) for each share of Common Stock issued (whether as an original issuance or from the Company’s treasury) between the Record Date and the Distribution Date (as hereinafter defined) and in certain other circumstances provided herein, each Right initially representing the right to purchase one one-thousandth of a share of Preferred Stock (as hereinafter defined), having the rights, powers and preferences set forth in the form of Certificate of Designations, Preferences and Rights attached hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth (the “Rights”);

WHEREAS, the Company has generated or expects to generate certain Tax Benefits (as defined herein) for United States federal income tax purposes, which Tax Benefits may potentially provide valuable benefits to the Company, the Company desires to avoid an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations (as defined herein) promulgated thereunder, in order to avoid the imposition of certain limitations on the Company’s ability to fully use such Tax Benefits, and, in furtherance of such objective, the Company desires to enter into this Agreement; and

WHEREAS, the Company and the Rights Agent intend for this Agreement to become effective immediately upon expiration of the Tax Benefits Preservation Plan, dated as of March 13, 2019, between the Company and the Rights Agent.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

Section 1. Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:

(a) “4.9% Shareholder” shall mean any Person who or which, together with all Affiliates and Associates of such Person, is the Beneficial Owner of 4.9% or more of the shares of Common Stock then outstanding. Notwithstanding anything to the contrary herein, the Board may also determine that any Person is a 4.9% Shareholder if such Person, together with all Affiliates and Associates of such Person, is the Beneficial Owner of 4.9% or more (by value) of the stock of the Company then outstanding (as the term “stock” is defined in Treasury Regulations Sections 1.382-2(a)(3) and 1.382-2T(f)(18)).

(b) “Acquiring Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall have become a 4.9% Shareholder or shall be a 4.9% Shareholder after the date hereof, whether or not such person continues to be a 4.9% Shareholder, but shall not include:

(i) the Company;

(ii) any Subsidiary of the Company;

(iii) any employee benefit plan of the Company, or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan;

(iv) any Person that becomes a 4.9% Shareholder as a result of (A) a reduction in the number of Company Securities outstanding due to the repurchase of Company Securities by the Company or (B) a stock dividend, stock split, reverse stock split or similar transaction effected by the Company, in each case unless and until such Person increases its Percentage Stock Ownership by more than one (1) percentage point over such Person’s lowest Percentage Stock Ownership on or after the consummation of the relevant transaction, other than an increase solely as a result of any subsequent transaction described in clauses (A) and (B) of this Section 1(b)(iv) or with the Prior Approval of the Company;

(v) any Person that, together with all Affiliates and Associates of such Person, is a 4.9% Shareholder on the date hereof (as disclosed in public filings with the Securities and Exchange Commission on the date of this Agreement), or becomes a 4.9% Shareholder solely as a result of a transaction pursuant to which such Person received the Prior Approval of the Company, unless after the date of this Agreement or the date of the relevant transaction, as applicable, such Person

increases its Percentage Stock Ownership by more than one (1) percentage point over such Person’s lowest Percentage Stock Ownership on or after the date of this Agreement or the date of the relevant transaction, as applicable, other than an increase solely as a result of any subsequent transaction described in clauses (A) and (B) of Section 1(b)(iv) or with the Prior Approval of the Company; provided that this clause (v) shall not apply to any such Person who has decreased its Percentage Stock Ownership below 4.9% after the date hereof or after the date on which such Person becomes a 4.9% Shareholder solely as a result of a transaction pursuant to which such Person received the Prior Approval of the Company;

(vi) any Person that, within ten (10) Business Days of being requested by the Company to do so, certifies to the Company that such Person became an Acquiring Person inadvertently or without knowledge of the terms of the Rights and who or which, together with all Affiliates and Associates, thereafter within ten (10) Business Days following such certification disposes of such number of shares of Common Stock so that it, together with all Affiliates and Associates, ceases to be an Acquiring Person; provided, however, that if the Person requested to so certify or dispose of shares of Common Stock fails to do so within ten (10) Business Days, then such Person shall become an Acquiring Person immediately after such ten (10) Business Day period; or

(vii) any Person that the Board has affirmatively determined in its sole discretion, prior to the Distribution Date, in light of the intent and purposes of this Agreement or other circumstances facing the Company, shall not be deemed an Acquiring Person, for so long as such Person complies with any limitations or conditions required by the Board in making such determination.

(d) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act. The terms “Affiliate” and “Associate” shall also include, with respect to any Person, any other Person whose shares of Common Stock would be deemed to be constructively owned by such first Person, owned by a single “entity” as defined in Section 1.382-3(a)(1) of the Treasury Regulations with respect to such first Person, or otherwise aggregated with shares owned by such first Person pursuant to the provisions of Section 382 of the Code, or any successor provision or replacement provision, and the Treasury Regulations thereunder.

(e) “Agreement” shall have the meaning set forth in the preamble to this Agreement.

(f) “Appropriate Officer” shall mean the President and Chief Executive Officer, the Senior Vice President and Chief Financial Officer, and the Chief Administrative Officer, General Counsel and Secretary of the Company.

(g) A Person shall be deemed to be the “Beneficial Owner” of, and shall be deemed to “beneficially own” and have “beneficial ownership” of any Company Securities which such Person directly owns, would be deemed constructively to own pursuant to Sections 1.382-2T(h) and 1.382-4(d) of the Treasury Regulations, owns pursuant to a “coordinated acquisition” treated as a single “entity” as defined in Section 1.382-3(a)(1) of the Treasury Regulations, or are otherwise aggregated with Company Securities owned by such Person, pursuant to the provisions of Section 382 of the Code and the Treasury Regulations thereunder. Notwithstanding anything to the contrary herein, for purposes of determining any Person’s beneficial ownership of Common Stock or Percentage Stock Ownership, any Derivative Position (i) shall be treated as an option (within the meaning of Treasury Regulations Section 1.382-4(d)(9)) to acquire the shares of Common Stock which are the subject of, or the reference securities for, or that underlie, such Derivative Position, with the number of shares of Common Stock deemed beneficially owned (or taken into account in a Person’s Percentage Stock Ownership) in respect of a Derivative Position being the notional or other number of shares of Common Stock in respect of such Derivative Position (without regard to any short or similar position) that is specified in (A) one or more filings with the Securities and Exchange Commission by such Person or any of such Person’s Affiliates or Associates or (B) the documentation evidencing such Derivative Position as the basis upon which the value or settlement amount of such Derivative Position, or the opportunity of the holder of such Derivative Position to profit or share in any profit, is to be calculated in whole or in part (whichever of (A) or (B) is greater), or if no such number of shares of Common Stock is specified in such filings or documentation (or such documentation is not available to the Board), as determined by the Board in its reasonable discretion, and (ii) shall be treated as exercised for purposes of determining the numerator but not for purposes of determining the denominator used to calculate such Person’s beneficial ownership of Common Stock or Percentage Stock Ownership.

(h) “Board” shall have the meaning set forth in the recitals to this Agreement.

(i) “Business Day” shall mean any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York or the State of Delaware are authorized or obligated by law or executive order to close.

(j) “close of business” on any given date shall mean 5:00 P.M., New York City time, on such date; provided, however, that if such date is not a Business Day, it shall mean 5:00 P.M., New York City time, on the next succeeding Business Day.

(k) “Code” shall have the meaning set forth in the recitals to this Agreement.

(l) “Common Stock” shall mean the common stock, par value $0.001 per share, of the Company, except that “Common Stock” when used with reference to any Person other than the Company shall mean the capital stock of such Person with the greatest voting power, or the equity securities or other equity interest having power to control or direct the management, of such Person (or, if such Person is a Subsidiary of another Person, the Person or Persons that ultimately control such first mentioned Person).

(m) “Common Stock Equivalents” shall have the meaning set forth in Section 11(a)(iii) hereof.

(n) “Company” shall have the meaning set forth in the preamble to this Agreement.

(o) “Company Securities” shall mean (i) shares of Common Stock of the Company, (ii) shares of preferred stock (other than preferred stock described in Section 1504(a)(4) of the Code) of the Company, (iii) warrants, rights, convertible debt or options (including options within the meaning of Section 1.382-4(d)(9) of the Treasury Regulations) to purchase stock (other than preferred stock described in Section 1504(a)(4) of the Code) of the Company, and (iv) any other interest that would be treated as “stock” of the Company pursuant to Section 1.382-2T(f)(18) of the Treasury Regulations.

(p) “Current Market Price” shall have the meaning set forth in Section 11(d)(i) hereof.

(q) “Current Value” shall have the meaning set forth in Section 11(a)(iii) hereof.

(r) “Derivative Position” shall mean any option, warrant, convertible security, stock appreciation right, or other security, contract right or derivative position or similar right (including any “swap” transaction with respect to any security, other than a broad based market basket or index) (any of the foregoing, a “Derivative”), whether or not presently exercisable, that (i) has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Common Stock or a value determined in whole or in part with reference to, or derived in whole or in part from, the value of the Common Stock and that increases in value as the market price or value of the Common Stock increases or that provides an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the Common Stock and (ii) is capable of being settled, in whole or in part, through delivery of cash or Common Stock (whether on a required or optional basis, and whether such settlement may occur immediately or only after the passage of time, the occurrence of conditions, the satisfaction of regulatory requirements or otherwise), in each case regardless of whether (A) it conveys any voting rights in such Common Stock to any Person or (B) any Person (including the holder of such Derivative Position) may have entered into other transactions that hedge its economic effect.

(r) “Distribution Date” shall mean the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth (10th) Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), and (ii) the close of business on the tenth (10th) Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is commenced within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person.

(s) “Equivalent Preferred Stock” shall have the meaning set forth in Section 11(b) hereof.

(t) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(u) “Exchange Ratio” shall have the meaning set forth in Section 24(a) hereof.

(v) “Expiration Date” shall have the meaning set forth in Section 7(a) hereof.

(w) “Final Expiration Date” shall mean 5:00 P.M., New York City time, on March 13, 2023, or 5:00 P.M., New York City time, on March 13, 2025 if this Agreement is approved by the stockholders of the Company by a vote of the majority of the votes cast by the holders of shares entitled to vote thereon at a meeting of the stockholders of the Company prior to 5:00 P.M., New York City time, on March 13, 2023.

(x) “NYSE” shall mean the New York Stock Exchange.

(y) “Percentage Stock Ownership” shall mean the percentage stock ownership interest as determined in accordance with Sections 1.382-2(a)(3), 1.382-2T(g), (h), (j) and (k), 1.382-3(a), and 1.382-4(d) of the Treasury Regulations; provided, however, that for the sole purpose of determining the percentage stock ownership of any entity (and not for the purpose of determining the percentage stock ownership of any other Person), Company Securities held by such entity shall not be treated as no longer owned by such entity pursuant to Section 1.382-2T(h)(2)(i)(A) of the Treasury Regulations.

(z) “Person” shall mean any individual, firm, corporation, partnership, limited liability company, limited liability partnership, trust, association, syndicate or other entity, group of persons making a “coordinated acquisition” of Company Securities or otherwise treated as an entity within the meaning of Treasury Regulations Section 1.382-3(a)(1) or otherwise, and includes an

unincorporated group of persons who, by formal or informal agreement or arrangement (whether or not in writing), have embarked on a common purpose or act, and also includes any successor (by merger or otherwise) of any such individual or entity.

(aa) “Preferred Stock” shall mean shares of Series B Junior Participating Preferred Stock, par value $0.01 per share, of the Company, and, to the extent that there are not a sufficient number of shares of Series B Junior Participating Preferred Stock authorized to permit the full exercise of the Rights, any other series of preferred stock of the Company designated for such purpose containing terms substantially similar to the terms of the Series B Junior Participating Preferred Stock.

(bb) “Principal Party” shall have the meaning set forth in Section 13(b) hereof.

(cc) “Prior Approval of the Company” shall mean the prior express written consent of the Company to the actions in question, executed on behalf of the Company by a duly authorized officer of the Company following express approval by action of at least a majority of the members of the Board then in office, provided that a Person shall be treated as having received the Prior Approval of the Company for an acquisition of Company Securities if such Person acquires such Company Securities from the Company pursuant to an issuance by the Company that was approved by the Board.

(dd) “Purchase Price” shall have the meaning set forth in Section 4(a) hereof.

(ee) “Record Date” shall have the meaning set forth in the recitals to this Agreement.

(ff) “Redemption Price” shall have the meaning set forth in Section 23(a) hereof.

(gg) “Rights” shall have the meaning set forth in the recitals to this Agreement.

(hh) “Rights Agent” shall have the meaning set forth in the preamble to this Agreement.

(ii) “Rights Certificate” shall have the meaning set forth in Section 3(a) hereof.

(jj) “Rights Dividend Declaration Date” shall have the meaning set forth in the recitals to this Agreement.

(kk) “Section 11(a)(ii) Event” shall mean any event described in Section 11(a)(ii) hereof.

(ll) “Section 11(a)(ii) Trigger Date” shall have the meaning set forth in Section 11(a)(iii) hereof.

(mm) “Section 13 Event” shall mean any event described in clauses (x), (y) or (z) of Section 13(a) hereof.

(nn) “Securities Act” shall mean the Securities Act of 1933, as amended.

(oo) “Signature Guarantee” shall have the meaning set forth in Section 6(a).

(pp) “Spread” shall have the meaning set forth in Section 11(a)(iii) hereof.

(qq) “Stock Acquisition Date” shall mean the first date of public announcement (which, for purposes of this definition, shall include a report filed or amended pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person indicating that an Acquiring Person has become such.

(rr) “Subsidiary” shall mean, with reference to any Person, any corporation or other entity of which an amount of voting securities or other ownership interests having ordinary voting power sufficient to elect at least a majority of the directors or other Persons having similar functions of such corporation or other entity is beneficially owned, directly or indirectly, by such Person, or otherwise controlled by such Person.

(ss) “Substitution Period” shall have the meaning set forth in Section 11(a)(iii) hereof.

(tt) “Summary of Rights” shall have the meaning set forth in Section 3(b) hereof.

(uu) “Tax Benefits” shall mean tax attributes, such as current year net operating loss and the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers, foreign tax credit carryovers and other similar tax carryovers, as well as any loss or deduction attributable to a “net unrealized built-in loss” within the meaning of Section 382 of the Code and the Treasury Regulations promulgated thereunder, of the Company or any of its Subsidiaries.

(vv) “Trading Day” shall have the meaning set forth in Section 11(d)(i) hereof.

(ww) “Treasury Regulations” shall mean the final and temporary (but not proposed) tax regulations promulgated under the Code, as such regulations may be amended from time to time.

(xx) “Triggering Event” shall mean any Section 11(a)(ii) Event or any Section 13 Event.

Section 2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as rights agent for the Company in accordance with the express terms and conditions hereof (and no implied terms or conditions), and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint co-rights agents as it may deem necessary or desirable; provided, that the Company shall notify the Rights Agent in writing at least 10 calendar days prior to such appointment. In the event the Company appoints one or more co-rights agents, the respective duties of the Rights Agent and any co-rights agent shall be as the Company shall reasonably determine, provided that such duties and determination are consistent with the terms and provisions of this Agreement and that contemporaneously with such appointment, the Company shall notify the Rights Agent in writing thereof. The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of any such co-rights agent.

Section 3. Issuance of Rights Certificates.

(a) Until the Distribution Date, (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing Common Stock shall be deemed also to be certificates evidencing Rights) and not by separate certificates (or, for book entry shares, by notations in the respective accounts for the Common Stock), and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, but subject to the following sentence, the Rights Agent will, at the expense of the Company and if provided with all necessary and relevant documents, send by such means as may be selected by the Company, to each record holder of the Common Stock as of the close of business on such Distribution Date, at the address of such holder shown on the records of the Company, rights certificates, in substantially the form of Exhibit B hereto, (each a “Rights Certificate”), evidencing one Right for each share of Common Stock so held, as described therein, subject to adjustment as provided herein. To the extent that a Triggering Event under Section 11(a)(ii) hereof has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that any Person receives Rights, or Rights Certificates evidencing Rights, that would be null and void under Section 7(e) hereof; provided, that such procedures may not adversely affect the rights, immunities, duties or obligations of the Rights Agent. Receipt by any Person of a Rights Certificate with respect to any Rights shall not preclude a later determination that such Rights are null and void pursuant to Section 7(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received or the occurrence of the Distribution Date acknowledged by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

(b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock (or, for book entry shares, the notations in the respective accounts for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date and the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23 hereof or an exchange pursuant to Section 24 hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter.

(c) Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear substantially the following legend if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date:

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Tax Benefits Preservation Plan between Triumph Group, Inc. (the “Company”) and the Rights Agent (including any successor Rights Agent) thereunder (as originally executed and as it may be amended or restated from time to time, the “Tax Benefits Preservation Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Tax Benefits Preservation Plan, Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Tax Benefits Preservation Plan, as in effect on the date of mailing, without charge,

promptly after receipt of a written request therefor. Under certain circumstances set forth in the Tax Benefits Preservation Plan, Rights issued to, or held by, any Person that is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Tax Benefits Preservation Plan), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.

With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date and (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers of book entry shares shall also be deemed to be transfers of the associated Rights. In the case of any book entry shares, the Company shall cause the transfer agent for the Common Stock to include on each account statement with respect thereto issued prior to the earlier of the Distribution Date and the Expiration Date a notation to the effect that references to Common Stock also include the associated Rights. With respect to any shares held in book entry form, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Notwithstanding this paragraph (c), the omission of a legend or notation shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that shares of Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the book entry accounts reflecting ownership of such shares.

Section 4. Form of Rights Certificates.

(a) The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage (but which shall not, in any case, adversely affect the rights, immunities, duties or obligations of the Rights Agent). Subject to the provisions of Section 7, Section 11 and Section 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, or, in the case of Rights with respect to Common Stock issued or becoming outstanding after the Record Date, the same date as the date of the share certificate evidencing such shares, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per one one-thousandth of a share, the “Purchase Price”), but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

(b) Any Rights Certificate issued pursuant to Section 3(a), Section 11(i) or Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with which such Acquiring Person has any continuing plan, agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer that the Board has determined is part of a plan, agreement, arrangement or understanding that has as a primary purpose or effect the avoidance of Section 7(e) hereof, or (iv) subsequent transferees of such Persons described in clause (i), (ii) or (iii) of this sentence, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) a legend in substantially the following form:

The Rights represented by this Rights Certificate are or were beneficially owned by a Person that was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Tax Benefits Preservation Plan). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Tax Benefits Preservation Plan.

Section 5. Countersignature and Registration.

(a) The Rights Certificates shall be executed on behalf of the Company by any Appropriate Officer, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature or other electronic signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Agreement any such person was not such an officer.

(b) Following the Distribution Date, upon receipt by the Rights Agent of notice to that effect, the Rights Agent shall keep, or cause to be kept, at the office or offices of the Rights Agent designated by the Rights Agent as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Section 6. Transfer, Split-Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.

(a) Subject to the provisions of Section 4(b), Section 7(e) and Section 14 hereof, at any time after the close of business on the Distribution Date, and at or prior to the close of business on the Expiration Date, any Rights Certificate or Rights Certificates (other than Rights Certificates representing Rights that may have been exchanged pursuant to Section 24 hereof) may be transferred, split up, combined or exchanged for another Rights Certificate or other Rights Certificates entitling the registered holder to purchase a like number of one one-thousandths of a share of Preferred Stock (or, following a Triggering Event, Common Stock, other securities, cash or other assets, as the case may be) as the Rights Certificate or Rights Certificates surrendered then entitle such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Rights Certificate or Rights Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Rights Certificate or Rights Certificates to be transferred, split up, combined or exchanged, with the form of assignment and certificate contained therein properly completed and duly executed and with all signatures guaranteed from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (a “Signature Guarantee”), at the office or offices of the Rights Agent designated for such purpose. Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request. Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e), Section 14 and Section 24 hereof, countersign (either by manual or facsimile signature) and deliver to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The Company or the Rights Agent may require payment from any holder of a Rights Certificate of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Rights Certificates. The Rights Agent shall not have any duty or obligation to take any action under any section of this Agreement that requires the payment of taxes or charges unless and until it is satisfied that all such payments have been made.

(b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, along with a Signature Guarantee and such other and further documentation as the Company or the Rights Agent may reasonably request, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Rights Certificate, if mutilated, the Company will execute and deliver a new Rights Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.

Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.

(a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the Final Expiration Date, (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits, and (iv) the close of business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits, once realized, as applicable, may be carried forward (the earliest of (i)-(iv) being herein referred to as the “Expiration Date”).

(b) The Purchase Price for each one one-thousandth of a share of Preferred Stock pursuant to the exercise of a Right initially shall be $105.00, shall be subject to adjustment from time to time as provided in Section 11 and Section 13(a) hereof and shall be payable in accordance with paragraph (c) below.

(c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate contained therein duly completed and executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price per one one-thousandth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer or similar tax or charge, the Rights Agent shall, subject to Section 7(f) and Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Preferred Stock (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the total number of one

one-thousandths of a share of Preferred Stock to be purchased and the Company hereby irrevocably authorizes and directs each such transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-thousandths of a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby irrevocably authorizes and directs each such depositary agent to comply with such request, (ii) when necessary to comply with this Agreement, requisition from the Company the amount of cash, if any, to be paid in lieu of fractional shares in accordance with Section 14 hereof, (iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or, upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) when necessary to comply with this Agreement, after receipt thereof, deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made in cash or by certified bank check or bank draft payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when necessary to comply with this Agreement. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued.

(d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 6 and Section 14 hereof.

(e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with which the Acquiring Person has any continuing plan, agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer that the Board has determined is part of a plan, agreement, arrangement or understanding that has as a primary purpose or effect the avoidance of this Section 7(e), or (iv) subsequent transferees of such Persons described in clauses (i)-(iii) of this sentence, shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise, and such Rights shall not be transferable. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but the Company and the Rights Agent shall have no liability to any holder of Rights Certificates or any other Person as a result of the Company’s failure to make any determinations with respect to an Acquiring Person or any of such Acquiring Person’s Affiliates or Associates or their respective transferees hereunder.

(f) Notwithstanding anything in this Agreement or any Rights Certificate to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of a Rights Certificate upon the occurrence of any purported exercise as set forth in this Section 7 unless and until such registered holder shall have (i) properly completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.

Section 8. Cancellation and Destruction of Rights Certificates. All Rights Certificates surrendered for the purpose of exercise, transfer, split-up, combination, redemption or exchange shall, if surrendered to the Company or any of its agents, be delivered to the Rights Agent for cancellation or in cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Rights Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. At the expense of the Company, the Rights Agent shall deliver all cancelled Rights Certificates to the Company, or shall, at the written request of the Company, destroy such cancelled Rights Certificates, and in such case shall deliver a certificate of destruction thereof to the Company.

Section 9. Reservation and Availability of Capital Stock.

(a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

(b) So long as the shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the

Company shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised), all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

(c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement under the Securities Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or “blue sky” laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the date referenced in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, and the Company shall issue a public announcement at such time as the suspension has been rescinded. The Company shall promptly notify the Rights Agent in writing whenever it makes a public announcement pursuant to this Section 9(c) and give the Rights Agent a copy of such announcement. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has become effective and give prompt written notice of the same to the Rights Agent. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law, or a registration statement shall not have become effective.

(d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable.

(e) The Company covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. Neither the Company nor the Rights Agent shall be required to pay any transfer or similar tax or charge that may be payable in respect of any transfer or delivery of Rights Certificates to a Person other than, or the issuance or delivery of a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than, that of the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Rights Certificates at the time of surrender) or until it has been established to the Company’s and the Rights Agent’s satisfaction that no such tax or charge is due.

Section 10. Preferred Stock Record Date. Each Person in the name of which any certificate for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer or similar taxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

(a)

(i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split the outstanding shares of Preferred Stock, (C) combine or consolidate the outstanding shares of Preferred Stock into a smaller number of shares, through a reverse stock split or otherwise, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a

consolidation or merger in which the Company is the continuing or surviving entity), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination, consolidation or reclassification, and the number and kind of shares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, that, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination, consolidation or reclassification. If an event occurs that would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof.

(ii) Subject to Section 24 hereof, in the event that any Person shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a transaction set forth in Section 13(a) hereof, then, promptly following the occurrence of such event, proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) hereof) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the “Purchase Price” for each Right and for all purposes of this Agreement) by fifty percent (50%) of the Current Market Price (determined pursuant to Section 11(d) hereof) per share of Common Stock on the date of such first occurrence (such number of shares, the “Adjustment Shares”).

(iii) In the event that the number of shares of Common Stock that is authorized by the Company’s Amended and Restated Certificate of Incorporation, as it may be amended from time to time (the “Certificate of Incorporation”) but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall (A) determine the value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”), and (B) with respect to each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon the exercise of a Right and payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including shares, or units of shares, of preferred stock, such as the Preferred Stock, that the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such shares of preferred stock being referred to as “Common Stock Equivalents”)), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. For purposes of the preceding sentence, the term “Spread” shall mean the excess of (i) the Current Value over (ii) the Purchase Price. If the Board determines in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such thirty (30) day period, as it may be extended, being herein called the “Substitution Period”). To the extent that the Company determines that action should be taken pursuant to the first and/or third sentences of this Section 11(a)(iii), the Company (1) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (2) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek such stockholder approval for such authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall promptly notify the Rights Agent in writing whenever it makes a public announcement pursuant to this Section 11(a)(iii) and give the Rights Agent a copy of such announcement. For purposes of this Section 11(a)(iii), the value of each Adjustment Share shall be the Current Market Price per share of the Common Stock on the Section 11(a)(ii) Trigger Date and the per share or per unit value of any Common Stock Equivalent shall be deemed to equal the Current Market Price per share of the Common Stock on such date.

(b) In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of shares of Preferred Stock entitling them to subscribe for or purchase (for a period expiring within forty-five (45) calendar days after such record date) shares of Preferred Stock (or shares having the same rights, privileges and preferences as the shares of Preferred Stock (“Equivalent Preferred Stock”)) or securities convertible into Preferred Stock or Equivalent Preferred Stock at a price per share of Preferred Stock or per share of Equivalent Preferred Stock (or having a conversion price per share, if a security convertible into Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price (as determined pursuant to Section 11(d) hereof) per share of Preferred Stock on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock that the aggregate offering

price of the total number of shares of Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, the determination of which shall be described in a written statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price that would then be in effect if such record date had not been fixed.

(c) In case the Company shall fix a record date for a distribution to all holders of shares of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving entity), of cash (other than a regular quarterly cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or evidences of indebtedness, or of subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Market Price (as determined pursuant to Section 11(d) hereof) per share of Preferred Stock on such record date, less the fair market value (as determined in good faith by the Board, the determination of which shall be described in a written statement filed with the Rights Agent, and shall be binding on the Rights Agent and the holders of the Rights) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to a share of Preferred Stock, and the denominator of which shall be such Current Market Price (as determined pursuant to Section 11(d) hereof) per share of Preferred Stock. Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, the Purchase Price shall be adjusted to be the Purchase Price that would have been in effect if such record date had not been fixed.

(d)

(i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii) hereof, the “Current Market Price” per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the Current Market Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination, consolidation, reverse stock split or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination, consolidation, reverse stock split or reclassification, shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NYSE or, if the shares of Common Stock are not listed or admitted to trading on the NYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the OTC Bulletin Board or OTC Link LLC or such other system then in use, or, if on any such date such prices are not so reported, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. The term “Trading Day” shall mean a day on which the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading is open for the transaction of business or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, a Business Day. If the Common Stock is not publicly held or not so listed or traded, the Current Market Price per share shall mean the fair value per share as determined in good faith by the Board, the determination of which shall be described in a written statement filed with the Rights Agent and shall be conclusive for all purposes and shall be binding on the Rights Agent and the holders of the Rights.

(ii) For the purpose of any computation hereunder, the Current Market Price per share of Preferred Stock shall be determined in the same manner as set forth above for the Common Stock in clause (i) of this Section 11(d) (other than the last sentence thereof). If the Current Market Price per share of Preferred Stock cannot be determined in the manner provided above or if the Preferred Stock is not publicly held or listed or traded in a manner described in clause (i) of this Section 11(d), the Current Market Price per share of Preferred Stock shall be conclusively deemed to be an amount equal to one thousand (1,000) (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock occurring after the date of this Agreement) multiplied by the Current Market Price per share of the Common Stock. If neither the

Common Stock nor the Preferred Stock is publicly held or so listed or traded, Current Market Price per share of the Preferred Stock shall mean the fair value per share as determined in good faith by the Board, the determination of which shall be described in a written statement filed with the Rights Agent and shall be conclusive for all purposes and shall be binding on the Rights Agent and the holders of the Rights.

(e) Anything herein to the contrary notwithstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Price; provided, however, that any adjustments that by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a share of Common Stock or other share or one-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three (3) years from the date of the transaction that mandates such adjustment and (ii) the Expiration Date.

(f) If as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m) hereof, and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares.

(g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-thousandths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.

(h) Unless the Company shall have exercised its election as provided in Section 11(i) hereof, upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c) hereof, each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-thousandths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of one one-thousandths of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.

(i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment in the number of one one-thousandths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement (with prompt written notice thereof to the Rights Agent) of its election to adjust the number of Rights, stating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Rights Certificates on the record date specified in the public announcement.

(j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-thousandths of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-thousandth of a share and the number of one one-thousandths of a share that were expressed in the initial Rights Certificates issued hereunder.

(k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable such number of one one-thousandths of a share of Preferred Stock at such adjusted Purchase Price.

(l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of such event the issuance to the holder of any Right exercised after such record date the number of one one-thousandths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-thousandths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares (fractional or otherwise) or securities upon the occurrence of the event requiring such adjustment.

(m) Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that in their good faith judgment the Board shall determine to be advisable in order that any (i) consolidation or subdivision of the Preferred Stock, (ii) issuance wholly for cash of any shares of Preferred Stock at less than the Current Market Price per share of Preferred Stock, (iii) issuance wholly for cash of shares of Preferred Stock or securities that by their terms are convertible into or exchangeable for shares of Preferred Stock, (iv) stock dividends or (v) issuance of rights, options or warrants referred to in this Section 11, hereafter made by the Company to holders of its Preferred Stock shall not be taxable to such stockholders.

(n) The Company covenants and agrees that it shall not, at any time after the Distribution Date, (i) consolidate with any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), (ii) merge with or into any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (iii) sell or transfer (or permit any Subsidiary of the Company to sell or transfer), in one transaction, or a series of related transactions, assets, cash flow or earning power aggregating more than fifty percent (50%) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), if (x) at the time of or immediately after such consolidation, merger or sale or transfer there are any rights, warrants or other instruments or securities outstanding or agreements in effect that would eliminate or substantially diminish the benefits intended to be afforded by the Rights or (y) prior to, simultaneously with or immediately after such consolidation, merger or sale or transfer, the stockholders of the Person that constitutes, or would constitute, the “Principal Party” for purposes of Section 13(a) hereof shall have received a distribution of Rights previously owned by such Person or any of its Affiliates and Associates.

(o) The Company covenants and agrees that, after the Distribution Date, it will not, except as permitted by Section 23, Section 24 or Section 27 hereof, take (or permit any Subsidiary of the Company to take) any action if at the time such action is taken it is reasonably foreseeable that such action will eliminate or diminish substantially the benefits intended to be afforded by the Rights.

(p) Anything in this Agreement to the contrary notwithstanding, in the event that the Company shall at any time after the Rights Dividend Declaration Date and prior to the Distribution Date (i) declare a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares, the number of Rights associated with each share of Common Stock then outstanding, or issued or delivered thereafter but prior to the Distribution Date, shall be proportionately adjusted so that the number of Rights thereafter associated with each share of Common Stock following any such event shall equal the result obtained by multiplying the number of Rights associated with each share of Common Stock immediately prior to such event by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of the event and the denominator of which shall be the total number of shares of Common Stock outstanding immediately following the occurrence of such event.

Section 12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment or any event affecting the exercisability of the Rights (including without limitation an event which causes the Rights to become null and void) is made or any event affecting the exercisability of the Rights (including an event that causes Rights to become null and void) occurs as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment or describing such event, and a brief, reasonably detailed, statement of the facts, computations and methodology accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained and, except as provided for in this Agreement, shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, any adjustment or any such event unless and until it shall have received such a certificate.

Section 13. Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power.

(a) In the event that, following the Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving entity of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving entity of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other

securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or a series of related transactions, assets, cash flow or earning power aggregating more than fifty percent (50%) of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Stock of the Principal Party, not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence of a Section 11(a)(ii) Event), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Purchase Price” for each Right and for all purposes of this Agreement) by fifty percent (50%) of the Current Market Price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

(b) “Principal Party” shall mean:

(i) in the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a) hereof, the Person that is the issuer of any securities into which shares of Common Stock of the Company are converted in such merger or consolidation, and if no securities are so issued, the Person that is the other party to such merger or consolidation; and

(ii) in the case of any transaction described in clause (z) of the first sentence of Section 13(a) hereof, the Person that is the party receiving the greatest portion of the assets, cash flow or earning power transferred pursuant to such transaction or transactions;

provided, however, that, in any such case, (1) if the Common Stock of such Person is not at such time and has not been continuously over the preceding twelve (12) month period registered under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person the Common Stock of which is and has been so registered, “Principal Party” shall refer to such other Person; and (2) in case such Person is a Subsidiary, directly or indirectly, of more than one Person, the Common Stock of two or more of which is and has been so registered, “Principal Party” shall refer to whichever of such Persons is the issuer of the Common Stock having the greatest aggregate market value.

(c) The Company shall not consummate any such consolidation, merger, sale or transfer unless the Principal Party shall have a sufficient number of authorized shares of its Common Stock that have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable after the date of any consolidation, merger or sale or other transfer of assets mentioned in paragraph (a) of this Section 13, the Principal Party will:

(i) prepare and file a registration statement under the Securities Act, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form and use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date;

(ii) take all such other action as may be necessary to enable the Principal Party to issue the securities purchasable upon exercise of the Rights, including but not limited to the registration or qualification of such securities under all requisite securities laws of jurisdictions of the various states and the listing of such securities on such exchanges and trading markets as may be necessary or appropriate; and

(iii) deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates that comply in all respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act.

The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. In the event that a Section 13 Event shall occur at any time after the occurrence of a Section 11(a)(ii) Event, the Rights that have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 13(a).

Section 14. Fractional Rights and Fractional Shares.

(a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional Rights, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NYSE or, if the Rights are not listed or admitted to trading on the NYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by OTC Bulletin Board or OTC Link LLC or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights, selected by the Board. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board shall be used, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

(b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates that evidence fractional shares of Preferred Stock (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the current market value of one one-thousandth of a share of Preferred Stock shall be one one-thousandth of the closing price of a share of Preferred Stock (determined in the manner in which closing prices would be determined for purposes of determining a Current Market Price per share of Preferred Stock pursuant to Section 11(d)(ii) hereof) on the Trading Day immediately prior to the date of such exercise.

(c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates that evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common Stock. For purposes of this Section 14(c), the current market value of one (1) share of Common Stock shall be the closing price per share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) on the Trading Day immediately prior to the date of such exercise.

(d) The holder of a Right by the acceptance of the Rights expressly waives such holder’s right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

(e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under any section of this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall have no obligation to make fractional payments unless the Company shall have provided the necessary funds to pay in full all amounts due and payable with respect thereto. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Section 15. Rights of Action. All rights of action in respect of this Agreement, except the rights of action that are given to the Rights Agent under Section 18 hereof, are vested in the respective registered holders of the Rights Certificates (and, prior to the Distribution Date, the registered holders of the Common Stock); and any registered holder of any Rights Certificate (or, prior to the Distribution Date, of the Common Stock), without the consent of the Rights Agent or of the holder of any other Rights Certificate (or, prior to the Distribution Date, of the Common Stock), may, in such holder’s own behalf and for such holder’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, such holder’s right to exercise the Rights evidenced by such Rights Certificate in the manner provided in such Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to

specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of the Company.

Section 16. Agreement of Rights Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:

(a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock;

(b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates properly completed and duly executed, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request;

(c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the Person in the name of which a Rights Certificate (or, prior to the Distribution Date, the associated Common Stock certificate (or book entry shares in respect of Common Stock)) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificates or the associated Common Stock certificate (or notices provided to holders of book entry shares of Common Stock) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and

(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent, nor any of their respective directors, officers, employees or agents, shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company shall use its best efforts to have any such injunction, order, decree, judgment or ruling lifted or otherwise overturned as soon as possible.

Section 17. Rights Certificate Holder Not Deemed a Stockholder. No holder, as such, of any Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose to be the holder of the number of one one-thousandths of a share of Preferred Stock or any other securities of the Company that may at any time be issuable on the exercise or exchange of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent with respect to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Rights Certificate shall have been exercised or exchanged in accordance with the provisions hereof.

Section 18. Concerning the Rights Agent.

(a)

The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, negotiation, administration, amendment and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (each as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) for any action taken, suffered or omitted by the Rights Agent in connection with the execution, acceptance, administration, exercise or performance of its duties under this Rights Agreement, including, without limitation, the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly. The provisions of this Section 18 and Section 20 hereof shall survive the termination of this Rights Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification by the Rights Agent shall be paid by the Company.

(b)

The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement and performance of its obligations hereunder in reliance upon any Rights Certificate or certificate for Common Stock or for other securities of the Company (including in the case of uncertificated securities, by notation in book entry accounts reflecting ownership), instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, agreement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified, guaranteed, or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20. The Rights Agent shall not be deemed to have any knowledge of any event of which it was supposed to receive written notice thereof hereunder, but for which it has not received such

written notice, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice in writing.

Section 19. Merger or Consolidation or Change of Name of Rights Agent.

(a) Any Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

Section 20. Duties of Rights Agent. The Rights Agent undertakes to perform only those duties and obligations expressly set forth in this Agreement (and no implied duties) upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound:

(a) The Rights Agent may consult with legal counsel (who may be legal counsel for the Company or an employee of the Rights Agent) and the advice or opinion of such counsel shall be full and complete authorization and protection to the Rights Agent as to any action taken, suffered, or omitted to be taken by it in the absence of bad faith and in accordance with such advice or opinion.

(b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter (including the identity of any Acquiring Person or Affiliate or Associate of an Acquiring Person or the determination of Current Market Price) be proved or established by the Company prior to taking, suffering, or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by an Appropriate Officer, the Secretary or any Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken in the absence of bad faith by it under the provisions of this Agreement in reliance upon such certificate. The Rights Agent shall have no duty to act without such a certificate from an officer of the Company as set forth in the preceding sentence.

(c) The Rights Agent shall be liable hereunder only for its and its directors’, officers’, employees’, affiliates’, agents’, advisors’ and representatives’ gross negligence, bad faith or willful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction); provided, however, that the Rights Agent shall under no circumstances be liable for indirect, consequential, special, punitive or incidental damages (including but not limited to lost profits) under any provisions of this Agreement as a result of any action taken, suffered, or omitted to be taken by it, even if the Rights Agent has been advised of or has foreseen the possibility or likelihood of such damages. Notwithstanding anything in this Agreement to the contrary, the liability of the Rights Agent under this Agreement will be limited to the amount of the annual fees paid by the Company to the Rights Agent during the twelve (12) months immediately preceding the event for which recovery from the Rights Agent is being sought.

(d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Certificates or be required to verify the same (except as to its countersignature on such Rights Certificates), but all such statements and recitals are and shall be deemed to have been made by the Company only.

(e) The Rights Agent shall not have any liability for or be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Rights Certificate (except its countersignature thereof); or any modification or order of any court, tribunal, or governmental authority in connection with the foregoing; nor shall it be liable or responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Certificate; shall not be liable or responsible for any change or adjustment required under the provisions of Section 11, Section 13 or Section 24 hereof or responsible for the manner, method or amount of any such change or adjustment or the ascertaining of the existence of facts that would require any such change or adjustment (except with respect to the exercise of Rights evidenced by Rights Certificates after receipt of written notice of any such adjustment, upon which the Rights Agent may rely); and shall not by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Preferred Stock or Common Stock or other securities to be issued

pursuant to this Agreement or any Rights Certificate or as to whether any shares of Preferred Stock or Common Stock or other securities will, when so issued, be validly authorized and issued, fully paid and nonassessable.

(f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required or reasonably requested by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement, in the reasonable discretion of the Rights Agent.

(g) The Rights Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to any registration statement filed with the Securities and Exchange Commission or this Agreement, including obligations under applicable regulation or law.

(h) The Rights Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Rights with respect to any action or default by the Company, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company; provided that the Rights Agent shall notify the Company of any such written demands, pursuant to the notice provision in Section 26 hereof, as soon as reasonably practicable.

(i) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any Appropriate Officer, the Secretary or any Assistant Secretary of or legal counsel to the Company, and to apply to such officers or representatives for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in the absence of bad faith in accordance with instructions of any such officer or representative (or for any delay in acting while waiting for those instructions). The Rights Agent shall be fully authorized and protected in relying upon the most recent instructions received from any such officer or representative.

(j) The Rights Agent and any member, affiliate, stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent or any such stockholder, member, affiliate, director, officer or employee of the Rights Agent from acting in any other capacity for the Company or for any other Person.

(k) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, omission default, neglect or misconduct of any such attorneys or agents or for any loss to the Company or other Person resulting from any such act, omission, default, neglect or misconduct, absent gross negligence, bad faith or willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction) in the selection and continued employment thereof.

(l) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder (other than internal costs incurred by the Rights Agent in providing services to the Company in the ordinary course of its business as Rights Agent hereunder and for which it shall be compensated pursuant to Section 18(a)) or in the exercise of its rights if it reasonably believes that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it. The Rights Agent shall not be required to take any action or to follow any instruction of the Company that the Rights Agent believes, upon the advice of counsel, would cause the Rights Agent to take action that is illegal.

(m) If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, the certificate attached to the form of assignment or form of election to purchase, as the case may be, has either not been completed or indicates an affirmative response to clause 1 and/or 2 thereof, the Rights Agent shall not take any further action with respect to such requested exercise or transfer without first consulting with the Company.

(n) The Rights Agent shall have no responsibility to the Company, any holders of Rights or any other Person for interest or earnings on any moneys held by the Rights Agent pursuant to this Agreement.

(o) The Rights Agent shall not be required to take notice or be deemed

to have notice of any event or condition hereunder, including any event or condition that may

require action by the Rights Agent, unless the Rights Agent shall be specifically notified in

writing of such event or condition by the Company, and all notices or other instruments required

by this Agreement to be delivered to the Rights Agent must, in order to be effective, be received

by the Rights Agent as specified in Section 26 hereof, and in the absence of such notice so

delivered, the Rights Agent may conclusively assume no such event or condition exists.

(p) The Rights Agent may rely on and be fully authorized and protected in acting or failing to act in the absence of bad faith (as determined by a final non-appealable judgment of a court of competent jurisdiction) upon (a) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other

comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or any interpretation of the same.

(q) In the event the Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Rights Agent, hereunder, the Rights Agent, may (upon notice to the Company of such ambiguity or uncertainty), in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company, the holder of any Rights Certificate or any other Person for refraining from taking such action, unless the Rights Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Rights Agent.

Section 21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon thirty (30) days’ notice in writing to the Company in the manner set forth in Section 26 herein, and to each transfer agent of the Common Stock and Preferred Stock (in the event that the Rights Agent or one of its Affiliates is not also the transfer agent of the Common Stock and Preferred Stock). If at any time the Rights Agent or one of its Affiliates is also the transfer agent for the Company, in the event such transfer agency relationship terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notices. The Company may, in its sole discretion, remove the Rights Agent or any successor Rights Agent upon thirty (30) days’ notice to the Rights Agent or successor Rights Agent in the manner set forth in Section 26 herein, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, by registered or certified mail, and, if such removal occurs after the Distribution Date, to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a legal business entity organized and doing business under the laws of the United States or of any state of the United States, in good standing, that is authorized under such laws to exercise stock transfer powers and that has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital (including its direct and indirect parents and Subsidiaries) and surplus of at least $50,000,000 or (b) an affiliate of a legal business entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent under this Agreement without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the foregoing purpose, but the Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock, and, if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Section 22. Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the redemption, exchange or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or pursuant to awards under any employee plan or arrangement, which stock options or awards are outstanding as of the Distribution Date, or (y) upon the exercise, conversion or exchange of securities issued by the Company after the date of this Agreement (except as may otherwise be provided in the instrument(s) governing such securities), and (b) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Section 23. Redemption and Termination.

(a) The Board may, at its option, at any time prior to the earlier of (i) the close of business on the tenth (10th) Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth (10th) Business Day following the Record Date) and (ii) the Final Expiration Date, direct the Company to, and, if so directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in

this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish.

(b) Immediately upon the action of the Board ordering the redemption of the Rights, written evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board ordering the redemption of the Rights, the Company shall give written notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice. The failure to give, or any defect in, such notice shall not affect the validity of such redemption. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made.

(c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase or repurchase by any of them of Common Stock prior to the Distribution Date.

Section 24. Exchange.

(a) The Board may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for shares of Common Stock at an exchange ratio of one (1) share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board shall not be empowered to effect such exchange at any time after (i) any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding shares of Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50%) or more of the Common Stock then outstanding or (ii) the occurrence of a Section 13 Event.

(b) Immediately upon the action of the Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.

(c) Following the action of the Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24, the Company may implement such procedures in its sole discretion as it deems appropriate for the purpose of ensuring that the Common Stock (or such other consideration) issuable upon an exchange pursuant to this Section 24 not be received by holders of Rights that have become null and void pursuant to Section 7(e) hereof; provided, that such procedures may not adversely affect the rights, immunities, duties or obligations of the Rights Agent. In furtherance thereof, if so directed by the Company, shares of Common Stock (or other consideration) potentially issuable upon an exchange pursuant to this Section 24 to holders of Rights that have not verified to the satisfaction of the Company, in its sole discretion, that they are not Acquiring Persons may be deposited in a trust established by the Company pending receipt of appropriate verification. To the extent that such trust is established, holders of Rights entitled to receive such shares of Common Stock (or other consideration) pursuant to an exchange pursuant to this Section 24 that have not previously received such shares of Common Stock (or other consideration) shall be entitled to receive such shares of Common Stock (or other consideration) (and any dividends paid or distributions made thereon after the date on which such shares of Common Stock (or other consideration) are deposited in the trust) only from the trust and solely upon compliance with the relevant terms and provisions of the applicable trust agreement.

(d) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock) for Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof.

(e) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights.

(f) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (f), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Section 25. Notice of Certain Events.

(a) In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of more than fifty percent (50%) of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier.

(b) In the event that any Section 11(a)(ii) Event shall occur, (i) the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, and to the Rights Agent in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Section 26. Notices.

(a) Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Rights Certificate to or on the Company shall be sufficiently given or made if in writing and when sent by recognized national overnight delivery service or by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent by the Company) as follows:

Triumph Group, Inc.

899 Cassatt Road, Suite 210

Berwyn, PA 19312
Attention: Jennifer H. Allen

(b) Subject to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given if in writing and when sent by recognized national overnight delivery service or by first-class mail, postage prepaid, addressed (until another address is filed in writing by the Rights Agent with the Company) as follows:

Computershare Trust Company, N.A.

150 Royall Street

Canton, MA 02021

Attention: Client Services

(c) Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate (or, if prior to the Distribution Date, to the holder of shares of Common Stock) shall be sufficiently

given or made if sent or delivered by recognized national overnight delivery service or by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.

Section 27. Supplements and Amendments. Prior to the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of shares of Common Stock. From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable and that shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person) or the Rights Agent. Any such supplement or amendment shall be evidenced by a writing signed by the Company and the Rights Agent. As a condition precedent to the Rights Agent’s execution of any amendment, the Company shall deliver a certificate from an Appropriate Officer that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything herein to the contrary, this Agreement may not be amended (other than pursuant to clauses (i) or (ii) of the second sentence of this Section 27) at a time when the Rights are not redeemable. Notwithstanding anything herein to the contrary, the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities under this Agreement, in the reasonable discretion of the Rights Agent.

Section 28. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 29. Determinations and Actions by the Board, etc. The Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including the right and power to (i) interpret the provisions of this Agreement and the provisions of Section 382 of the Code and the Treasury Regulations promulgated thereunder, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent (except where limiting the Rights Agent’s rights or immunities, or expanding the Rights Agent’s duties or obligations, under this Agreement), the holders of the Rights and all other Persons, and (y) not subject the Board or any of the directors on the Board to any liability to the holders of the Rights. In connection with the preceding sentence, the Rights Agent is entitled to assume that the Board acted in good faith with respect to all such actions, calculations, interpretations and determinations and shall be fully protected and incur no liability in reliance thereon.

Section 30. Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, registered holders of the Common Stock) any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, registered holders of the Common Stock).

Section 31. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that notwithstanding anything in this Agreement to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to be invalid, void or unenforceable and the Board determines in its good faith judgment that severing the invalid language from this Agreement would adversely affect the purpose or effect of this Agreement, the right of redemption set forth in Section 23 hereof shall be reinstated and shall not expire until the close of business on the tenth Business Day following the date of such determination by the Board; and provided, further, that if any such excluded term, provision, covenant or restriction shall materially and adversely affect the rights, immunities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately. Without limiting the foregoing, if any provision requiring a specific group of directors of the Company to act is held by any court of competent jurisdiction or other authority to be invalid, void or unenforceable, such determination shall then be made by the Board in accordance with applicable law and the Certificate of Incorporation and Amended and Restated Bylaws of the Company, as amended from time to time.

Section 32. Governing Law. This Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware (without giving effect to the conflicts of laws principles thereof) and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

Section 33. Entire Agreement. This Agreement contains the entire understanding of the parties hereto with reference to the transactions and matters contemplated hereby and supersedes all prior agreements, written or oral, between the parties hereto.

Section 34. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement executed or transmitted electronically shall have the same authority, effect and enforceability as an original signature.

Section 35. Descriptive Headings; Interpretation. Descriptive headings of the several sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. Wherever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

Section 36. Confidentiality. The Rights Agent and the Company agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other Person, except as may be required by law or by the rules or regulations of any securities exchange. However, each party may disclose relevant aspects of the other party's confidential information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure is not prohibited by applicable law.

Section 37. Force Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


			TRIUMPH GROUP, INC.


			By
				Name:
				Title:


			COMPUTERSHARE TRUST COMPANY, N.A.

			By
				Name:
				Title:

Exhibit A

FORM OF

CERTIFICATE OF DESIGNATIONS,
PREFERENCES AND RIGHTS OF
SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

OF

TRIUMPH GROUP, INC.

[●], 2022

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

Triumph Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:

That, pursuant to the authority vested in the Board of Directors of the Corporation (the “Board”) by the Amended and Restated Certificate of Incorporation of the Corporation (as may be amended from time to time, the “Certificate of Incorporation”), the Board on [●], 2022, duly adopted the following resolution creating a series of shares of Preferred Stock of the Corporation designated as Series B Junior Participating Preferred Stock:

RESOLVED, that, pursuant to the authority granted to and vested in the Board, in accordance with the provisions of the Certificate of Incorporation, a series of preferred stock, par value $0.01 per share, of the Corporation (“Preferred Stock”) be, and it hereby is, created, and that the designations and number of shares thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations and restrictions thereof, are as follows:

Section 1. Designation and Amount. There shall be a series of Preferred Stock that shall be designated as “Series B Junior Participating Preferred Stock” and the number of shares constituting such series shall be fifty thousand (50,000) shares. Such number of shares may be increased or decreased by resolution of the Board; provided, that no decrease shall reduce the number of shares of Series B Junior Participating Preferred Stock to a number less than the number of shares of Series B Junior Participating Preferred Stock then outstanding plus the number of shares of Series B Junior Participating Preferred Stock reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series B Junior Participating Preferred Stock.

Section 2. Dividends and Distributions.

(A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the shares of Series B Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B Junior Participating Preferred Stock, in preference to the holders of common stock, par value $0.001 per share, of the Corporation (“Common Stock”), and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board out of funds legally available for the purpose, quarterly dividends payable in cash on the fifteenth (15th) day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.001 or (b) subject to the provision for adjustment hereinafter set forth, one thousand (1,000) times the aggregate per share amount of all cash dividends, and one thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series B Junior Participating Preferred Stock. In the event the Corporation shall at any time after [●], 2022 (the “Rights Dividend Declaration Date”) (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the Series B Junior Participating Preferred Stock as provided in Paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $0.001 per share on the Series B Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(C) Dividends, to the extent payable as provided in paragraphs (A) and (B) of this Section, shall begin to accrue and be cumulative on outstanding shares of Series B Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series B Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series B Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series B Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of holders of shares of Series B Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than thirty (30) days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series B Junior Participating Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each share of Series B Junior Participating Preferred Stock shall entitle the holder thereof to one thousand (1,000) votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series B Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided herein or by law, the holders of shares of Series B Junior Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(C) Except as set forth herein or as otherwise provided by law, holders of Series B Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for authorizing or taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series B Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series B Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Junior Participating Preferred Stock;

(ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Junior Participating Preferred Stock, except dividends paid ratably on the Series B Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Junior Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series B Junior Participating Preferred Stock; or

(iv) purchase or otherwise acquire for consideration any shares of Series B Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series B Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board) to all holders of such shares upon such terms as the Board, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under Paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of Series B Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board, subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation or in any other Certificates of Designation creating a series of Preferred Stock (or any similar stock) or as otherwise required by law.

Section 6. Liquidation, Dissolution or Winding Up.

(A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series B Junior Participating Preferred Stock shall have received an amount equal to $1,000 per share of Series B Junior Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series B Liquidation Preference”). Following the payment of the full amount of the Series B Liquidation Preference, no additional distributions shall be made to the holders of shares of Series B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series B Liquidation Preference by (ii) one thousand (1,000) (as appropriately adjusted as set forth in subsection (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series B Junior Participating Preferred Stock and Common Stock, respectively, holders of Series B Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to one (1) with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

(B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series B Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, that rank on a parity with the Series B Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

(C) In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series B Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to one thousand (1,000) times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8. No Redemption. The shares of Series B Junior Participating Preferred Stock shall not be redeemable.

Section 9. Ranking. The Series B Junior Participating Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

Section 10. Amendment. At any time when any shares of Series B Junior Participating Preferred Stock are outstanding, neither the Certificate of Incorporation nor this Certificate of Designations shall be amended in any manner that would materially alter or change the powers, preferences or special rights of the Series B Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series B Junior Participating Preferred Stock, voting separately as a class.

Section 11. Fractional Shares. Series B Junior Participating Preferred Stock may be issued in fractions of a share that shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series B Junior Participating Preferred Stock.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be executed in its corporate name as of the date first written above.

TRIUMPH GROUP, INC.

By: _______________________________

Name:

Title:

Exhibit B

[Form of Rights Certificate]

Certificate No. R- ________ Rights

NOT EXERCISABLE AFTER 5:00 P.M., NEW YORK CITY TIME, ON MARCH 13, 2023 (OR 5:00 P.M., NEW YORK CITY TIME, ON MARCH 13, 2025 IF THE TAX BENEFITS PRESERVATION PLAN IS APPROVED BY THE STOCKHOLDERS OF THE COMPANY BY A VOTE OF THE MAJORITY OF THE VOTES CAST BY THE HOLDERS OF SHARES ENTITLED TO VOTE THEREON AT A MEETING OF THE STOCKHOLDERS OF THE COMPANY PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON MARCH 13, 2023) OR SUCH TIME AS THE RIGHTS ARE EARLIER REDEEMED, EXCHANGED OR TERMINATED OR SUCH OTHER EARLIER EXPIRATION DATE (AS DEFINED IN THE TAX BENEFITS PRESERVATION PLAN). THE RIGHTS ARE SUBJECT TO REDEMPTION AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT, AND TO EXCHANGE ON THE TERMS SET FORTH IN THE TAX BENEFITS PRESERVATION PLAN. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE TAX BENEFITS PRESERVATION PLAN) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON THAT WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE TAX BENEFITS PRESERVATION PLAN). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]

Preferred Stock Rights Certificate

TRIUMPH GROUP, INC. ~~899 CASSATT ROAD, SUITE 210 BERWYN, PA 19312~~

This certifies that ______________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Tax Benefits Preservation Plan (the “Tax Benefits Preservation Plan”) between Triumph Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”), dated March 11, 2022 and effective as of March 13, 2022 immediately upon expiration of the Tax Benefits Preservation Plan between the Company and the Rights Agent, dated as of March 13, 2019, to purchase from the Company at any time prior to 5:00 P.M. (New York City time) on March 13, 2023, or 5:00 P.M., New York City time, on March 13, 2025 if the Tax Benefits Preservation Plan is approved by the stockholders of the Company by a vote of the majority of the votes cast by the holders of shares entitled to vote thereon at a meeting of the stockholders of the Company prior to 5:00 P.M., New York City time, on March 13, 2023 or such time as the Rights are earlier redeemed, exchanged or terminated or such other earlier Expiration Date (as defined in the Tax Benefits Preservation Plan), at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non-assessable share of Series B Junior Participating Preferred Stock (the “Preferred Stock”) of the Company, at a purchase price of $105.00 per one one-thousandth of a share (the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares that may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of [●], 2022, based on the Preferred Stock as constituted at such date. The Company reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Tax Benefits Preservation Plan) that a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. Capitalized terms used in this Rights Certificate without definition shall have the meaning ascribed to them in the Tax Benefits Preservation Plan.

Upon the occurrence of a Section 11(a)(ii) Event (as such term is defined in the Tax Benefits Preservation Plan), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Tax Benefits Preservation Plan), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Tax Benefits Preservation Plan, a transferee of a Person that, after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Section 11(a)(ii) Event.

As provided in the Tax Benefits Preservation Plan, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events.

This Rights Certificate is subject to all of the terms, provisions and conditions of the Tax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Tax Benefits Preservation Plan reference is hereby made for a full description of the rights, limitations of rights, liabilities, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Tax Benefits Preservation Plan. Copies of the Tax Benefits Preservation Plan are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Rights Agent.

This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Tax Benefits Preservation Plan, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights that are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange.

No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Tax Benefits Preservation Plan. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued.

No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Tax Benefits Preservation Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Tax Benefits Preservation Plan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Tax Benefits Preservation Plan.

This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent (either by manual or facsimile signature).

WITNESS the facsimile signature of the proper officers of the Company and its facsimile corporate seal.

Dated as of _________ __, ______


ATTEST:		TRIUMPH GROUP, INC.


		By
Title:			Title:


Countersigned:

COMPUTERSHARE TRUST COMPANY, N.A.


By
	Authorized Signature

[Form of Reverse Side of Rights Certificate]

FORM OF ASSIGNMENT

(To be executed by the registered holder if such
holder desires to transfer the Rights Certificate.)

FOR VALUE RECEIVED ____________________________________ hereby sells, assigns and transfers unto _______________________________________________
_________________________________________________________________________

(Please print name, address and social security or other identifying number of transferee)

_________________________________________________________________________
this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution.


Dated: _____________,_____
		Signature

Signature Guaranteed:

Certificate

The undersigned hereby certifies by checking the appropriate boxes that:

(1) this Rights Certificate [ ] is [ ] is not beneficially owned by an Acquiring Person and [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person that is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Tax Benefits Preservation Plan);

(2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person that is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person.


Dated: _____________,_____
		Signature

Signature Guaranteed:

NOTICE

The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

FORM OF ELECTION TO PURCHASE

(To be executed if holder desires
to exercise Rights represented
by the Rights Certificate.)

To: Triumph Group, Inc.:

The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person that may be issuable upon the exercise of the Rights) and requests that such shares be issued in the name of and delivered to:

Please insert social security

or other identifying number

(Please print name and address)

If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to:

Please insert social security

or other identifying number

(Please print name and address)


Dated: _____________,_____
		Signature

Signature Guaranteed:

Certificate

The undersigned hereby certifies by checking the appropriate boxes that:

(1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not beneficially owned by an Acquiring Person and [ ] are [ ] are not being exercised by or on behalf of a Person that is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Tax Benefits Preservation Plan);

(2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person that is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person.


Dated: _____________,_____
		Signature

Signature Guaranteed:

NOTICE

The signature to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

Exhibit C

FORM OF

SUMMARY OF RIGHTS TO PURCHASE
PREFERRED STOCK

On March 11, 2022 and effective as of March 13, 2022 immediately upon expiration of the Tax Benefits Preservation Plan between Triumph Group, Inc. (the “Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), dated as of March 13, 2019, the Board of Directors (the “Board”) of the Company declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock, par value $0.001 per share, of the Company (the “Common Stock”), to stockholders of record at the close of business on March 21, 2022 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) (a “Unit”), at a purchase price of $105.00 per Unit, subject to adjustment (the “Purchase Price”). The description and terms of the Rights are set forth in a Tax Benefits Preservation Plan (the “Tax Benefits Preservation Plan”) between the Company and the Rights Agent. The Tax Benefits Preservation Plan is intended to help avoid the imposition of certain limitations on the Company’s ability to fully use certain tax attributes, such as current year net operating loss and the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers, foreign tax credit carryovers and other tax credit carryovers, as well as any loss or deduction attributable to a “net unrealized built-in loss” within the meaning of Section 382 of the Code and the Treasury Regulations promulgated thereunder, of the Company or any of its Subsidiaries (“Tax Benefits”) by deterring any person from becoming a 4.9% Shareholder (as defined in the Tax Benefits Preservation Plan).

Rights Certificates; Exercise Period.

Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate rights certificates (“Rights Certificates”) will be distributed. Subject to certain exceptions specified in the Tax Benefits Preservation Plan, the Rights will separate from the Common Stock and a distribution date (the “Distribution Date”) will occur upon the earlier of (i) ten (10) business days following a public announcement that an Acquiring Person (as defined in the Tax Benefits Preservation Plan) has become a 4.9% Shareholder (the “Stock Acquisition Date”) and (ii) ten (10) business days (or such later date as the Board shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person.

Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates (or, in the case of book entry shares, by the notations in the book entry accounts) and will be transferred with and only with such Common Stock, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Tax Benefits Preservation Plan by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Pursuant to the Tax Benefits Preservation Plan, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Series B Preferred Stock will be issued.

The definition of “Acquiring Person” contained in the Tax Benefits Preservation Plan contains several exemptions, including for (i) the Company; (ii) any of the Company’s subsidiaries; (iii) any employee benefit plan of the Company, or of any subsidiary of the Company, or any person organized, appointed or established by the Company for or pursuant to the terms of any such plan; (iv) any person that becomes a 4.9% Shareholder as a result of a reduction in the number of shares of Company securities outstanding due to a repurchase of Company securities by the Company or a stock dividend, stock split, reverse stock split or similar transaction, unless and until such person increases its ownership by more than one (1) percentage point over such person’s lowest percentage stock ownership on or after the consummation of the relevant transaction; (v) any person who, together with all affiliates and associates of such person, was a 4.9% Shareholder on the date of the Tax Benefits Preservation Plan (as disclosed in public filings with the Securities and Exchange Commission on the date of the Tax Benefits Preservation Plan), unless and until such person and its affiliates and associates increase their aggregate ownership by more than one (1) percentage point over their lowest percentage stock ownership on or after the date of the Tax Benefits Preservation Plan, provided that this clause (v) will not apply to any such person who has decreased its ownership below 4.9%; (vi) any person who, within ten (10) business days of being requested by the Company to do so, certifies to the Company that such person became an Acquiring Person inadvertently or without knowledge of the terms of the Rights and who, together with all affiliates and associates, thereafter within ten (10) business days following such certification disposes of such number of shares of Common Stock so that it, together with all affiliates and associates, ceases to be an Acquiring Person; and (vii) any person that the Board has affirmatively determined in its sole discretion shall not be deemed an Acquiring Person.

The Rights are not exercisable until the Distribution Date and will expire at the earliest of (i) 5:00 P.M. (New York City time) on March 13, 2023 or 5:00 P.M., New York City time, on March 13, 2025 if the Tax Benefits Preservation Plan is approved by the stockholders of the Company by a vote of the majority of the votes cast by the holders of shares entitled to vote thereon at a meeting of the stockholders of the Company prior to 5:00 P.M., New York City time, on March 13, 2023, (ii) the time at which the Rights are redeemed or exchanged as provided in the Tax Benefits Preservation Plan, (iii) the time at which the Board determines that the Tax Benefits Preservation Plan is no longer necessary or desirable for the preservation of Tax Benefits, and (iv) the close of business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits, once realized, as applicable, may be carried forward.

As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. After the Distribution Date, the Company generally would issue Rights with respect to shares of Common Stock issued upon the exercise of stock options or pursuant to awards under any employee plan or arrangement, which stock options or awards are outstanding as of the Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Company after the Tax Benefits Preservation Plan’s adoption (except as may otherwise be provided in the instruments governing such securities). In the case of other issuances of shares of Common Stock after the Distribution Date, the Company generally may, if deemed necessary or appropriate by the Board, issue Rights with respect to such shares of Common Stock.

Preferred Share Provisions

Each one one-thousandth of a share of Series B Preferred Stock, if issued:

•

will not be redeemable;

•

will entitle the holder thereof to quarterly dividend payments of $0.001 or an amount equal to the dividend paid on one share of Common Stock, whichever is greater;

•

will, upon any liquidation of the Company, entitle the holder thereof to receive either $0.001 plus accrued and unpaid dividends and distributions to the date of payment or an amount equal to the payment made on one share of Common Stock, whichever is greater;

•

will have the same voting power as one share of Common Stock; and

•

will, if shares of Common Stock are exchanged via merger, consolidation or a similar transaction, entitle holders thereof to a payment equal to the payment made on one share of Common Stock.

Flip-in Trigger.

In the event that a person or group of affiliated or associated persons becomes an Acquiring Person (unless the event causing such person or group to become an Acquiring Person is a transaction described under “Flip-over Trigger”, below), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of such an event, all Rights that are, or (under certain circumstances specified in the Tax Benefits Preservation Plan) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of such an event until such time as the Rights are no longer redeemable by the Company as set forth below.

Flip-over Trigger.

In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation, (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock is changed or exchanged, or (iii) more than fifty percent (50%) of the Company’s assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights that have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the next preceding paragraph are referred to as the “Triggering Events.”

Exchange Feature.

At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one (1) share of Common Stock, or one one-thousandth of a share of Series B Preferred Stock (or of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).

Equitable Adjustments.

indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above).

Redemption Rights.

Amendment of Rights.

Any of the provisions of the Tax Benefits Preservation Plan may be amended by the Board prior to the Distribution Date. After the Distribution Date, the provisions of the Tax Benefits Preservation Plan may be amended by the Board in order to cure any ambiguity, to make changes that do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Tax Benefits Preservation Plan. The foregoing notwithstanding, no amendment may be made at such time as the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Tax Benefits Preservation Plan which may be defective or inconsistent with any other provision therein.

Miscellaneous.

A copy of the Tax Benefits Preservation Plan has been or will be filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A or a Current Report on Form 8-K. A copy of the Tax Benefits Preservation Plan is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Tax Benefits Preservation Plan, which is incorporated herein by reference.

SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time ~~the day before the meeting date.~~on July 14, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/~~TGI2020~~TGI2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time ~~the day before the meeting date.~~on July 14, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TRIUMPH GROUP, INC. 899 CASSATT ROAD, SUITE 210 BERWYN, PA 19312 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D86889-P76015 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ~~DETACH AND RETURN THIS PORTION ONLY D18681-P36533~~ TRIUMPH GROUP, INC. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: 1a. Paul Bourgon 1c. Daniel P. Garton 1f. William L. Mansfield 1b. Daniel J. Crowley ~~1c. Ralph E. Eberhart~~1e. Neal J. Keating 1d. ~~Daniel P. Garton 1e. Richard A. Goglia 1f.~~ Barbara W. Humpton 1g. ~~William L. Mansfield 1h.~~ Colleen C. Repplier ~~1i.~~1h. Larry O. Spencer ~~The Board~~For Against Abstain 3. Ratification of ~~Directors recommends you vote FOR proposals 2, 3 and 4. Nominees: 2. To approve, by advisory vote, of compensation paid to our named executive officers for fiscal year 2020. 3. To approve~~ the ~~Amended and Restated Triumph Group, Inc. 2018 Equity Incentive Plan to increase the number of shares available for issuance under the Plan. 4. Ratification~~selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, ~~2021. The Board~~2023. 4. To approve the adoption by the Company's board of ~~Directors recommends you vote AGAINST proposal~~directors of a plan intended to help avoid the imposition of certain limitations on the Company's ability to fully use certain tax attributes, including, without limitation, the Tax Benefits Preservation Plan, dated March 11, 2022, by and between the Company and Computershare Trust Company, N.A., as may be amended or extended in accordance with its terms. 5. ~~5. Stockholder~~To consider a stockholder proposal to ~~reduce~~adopt a policy and amend the ~~threshold to call special stockholder meetings to 15%~~Company's governing documents so that two separate people hold the office of ~~outstanding shares.~~Chairman and Chief Executive Officer of the Company. NOTE: At their discretion, the named proxies are authorized to consider and vote upon such other business as may properly come before the meeting or any postponements or adjournments thereof. ~~For Against Abstain For Against Abstain For Against Abstain 1. Election~~The Board of Directors recommends you vote AGAINST the following proposal. The Board of Directors recommends you vote FOR proposals 2, 3 and 4. 2. To approve, by advisory vote, the compensation paid to our named executive officers for fiscal year 2022. 5. To consider a stockholder proposal to adopt a policy and amend the Company's governing documents so that two separate people hold the office of Chairman and Chief Executive Officer of the Company. NOTE: At their discretion, the named proxies are authorized to consider and vote upon such other business as may properly come before the meeting or any postponements or adjournments thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized ~~officer.~~officer Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

~~D18682-P36533 TRIUMPH~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.TRIUMPH GROUP, INC. Annual Meeting of Stockholders July ~~16, 2020,~~15, 2022, 9:00 AM ET This proxy is solicited by the Board of Directors The undersigned hereby appoints Daniel J. Crowley, James F. McCabe and Jennifer H. Allen as proxies, each with the power to act without the other and with the power of substitution, and hereby authorizes them to represent and vote, as designated on the reverse side, all the shares of stock of Triumph Group, Inc. standing in the name of the undersigned with all powers which the undersigned would possess if virtually present at the Annual Meeting of Stockholders of the Company to be held on July ~~16, 2020,~~15, 2022, and at any and all postponements or adjournments thereof. Such meeting will be held via live webcast on the Internet at www.virtualshareholdermeeting.com/~~TGI2020.~~TGI2022. This proxy will be voted as directed. If no direction is given with respect to the proposals, ~~1, 2, 3, 4 and 5,~~ the proxies will vote FOR each of the nominees in proposal 1, FOR proposals 2, 3 and 4, AGAINST proposal 5 and will vote in their discretion on such matters that may properly come before the meeting and at any postponement or ~~adjournment~~adjournments of such meeting. Continued and to be signed on reverse side ~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.~~



		Meeting Information:
		Date: July ~~16, 2020~~15, 2022 Time: 9:00 a.m. Eastern Time Location* LivLive audio webcast on the Internet at e~~audio~~wewww.virtualshareholdermeeting.com/TGI2022~~bcast~~on~~theInternet~~at~~www.virtualshareholdermeeting.com/TGI2020~~^*
		Your vote is important.
		Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible. You may vote during the Annual Meeting, by telephone or Internet (instructions are on your proxy card, voter instruction form or the Notice, as applicable) or, if you received your materials by mail, by completing, signing and mailing the enclosed proxy card in the enclosed envelope.
		How You Can Access the Proxy Materials Online:
		Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on July ~~16, 2020.~~15, 2022. Triumph Group, Inc.’s Proxy Statement for the Annual Meeting and its Annual Report on Form 10-K for the fiscal year ended March 31, ~~2020~~2022 are available via the Internet at www.proxyvote.com.



GENERAL INFORMATION		1

VOTE REQUIRED FOR APPROVAL		2

PROPOSALS TO STOCKHOLDERS		34

PROPOSAL NO. 1 –	Election of Directors	34

PROPOSAL NO. 2 –	Advisory Vote on Compensation Paid to Named Executive Officers for Fiscal Year ~~2020~~	8

~~PROPOSAL NO. 3 –~~	~~Approval of the Amended and Restated Triumph Group, Inc. 2018 Equity Incentive Plan~~2022	9

~~PROPOSAL NO. 4 –~~	~~Ratification of Selection of Registered Public Accounting Firm~~	16

~~PROPOSAL NO. 5 –~~	~~Stockholder Proposal to Reduce the Threshold to Call Special Stockholders Meeting to 15% of Outstanding Shares~~	17

~~OTHER MATTERS~~		19

~~GOVERNANCE OF TRIUMPH~~		20

~~BOARD OF DIRECTORS~~		22

~~AUDIT COMMITTEE REPORT~~		26
~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~		27

~~EXECUTIVE COMPENSATION~~		28

~~Compensation Discussion and Analysis~~		28
~~Introduction~~		28
~~Executive Summary~~		28
~~What We Do~~		32
~~What We Don’t Do~~		32
~~The Process for Setting Compensation~~		34
~~Executive Compensation Program Details~~		36
~~Other Compensation Matters~~		44
~~Compensation Committee Report~~		46

~~EQUITY COMPENSATION PLAN INFORMATION~~		58

~~DELINQUENT SECTION 16(a) REPORTS~~		62

~~STOCKHOLDER PROPOSALS—2020 ANNUAL MEETING OF STOCKHOLDERS~~		63

~~HOUSEHOLDING OF PROXY MATERIALS~~		64

~~ANNUAL REPORT ON FORM 10-K~~		65

~~APPENDIX A –~~	~~Amended and Restated Triumph Group, Inc. 2018 Equity Incentive Plan~~	~~A-1~~


PROPOSAL NO. 3 –	Ratification of Selection of Registered Public Accounting Firm	10
PROPOSAL NO. 4 –	Approval of Tax Benefits Preservation Plan	11
PROPOSAL NO. 5 –	Stockholder Proposal to Adopt a Policy and Amend the Company's Governing Documents so that Two Separate People Hold the Office of Chairman and Chief Executive Officer of the Company	14

OTHER MATTERS		17

GOVERNANCE OF TRIUMPH		18

BOARD OF DIRECTORS		20

AUDIT COMMITTEE REPORT		25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		26

	FY 2018	FY 2019	FY 2020
Burn Rate(1)	1.0%	1.5%	1.2%
Overhang(2)	9.8%	6.3%	5.4%

~~Termination Event~~	Stock Options *	Service-based Stock Awards and RSUs *	Performance-based Stock Awards and PSUs*
~~Death~~	~~Outstanding exercisable options are exercisable for one year after death~~	~~Outstanding awards are forfeited~~	~~Outstanding awards are forfeited~~
~~Disability~~	~~Outstanding exercisable options are exercisable for one year after termination of employment~~	~~Awards that would have vested in one year accelerate and vest on termination of employment~~	~~Awards with end of performance period within one year of termination of employment will continue to be subject to performance goals and be issued, if earned, at the end of the performance period~~
~~Voluntary Severance Incentive Program~~	~~With respect to no more than 5% of the shares available for awards under the Plan, awards will vest and all outstanding options will be exercisable until the options expire~~	~~All outstanding stock awards and RSUs accelerate and all forfeiture provisions lapse~~	~~All outstanding stock awards and PSUs are forfeited~~
~~Divestiture or Workforce Restructuring~~	The Compensation Committee may, in its discretion, with respect to no more than 5% of the shares available for awards under the Plan, vest some or all outstanding options, and such options will be exercisable until the options expire	The Compensation Committee may, in its discretion, with respect to no more than 5% of the shares available for awards under the Plan, accelerate the vesting of all or a portion of any outstanding stock award or RSU and provide that all forfeiture provisions lapse	~~All outstanding stock awards and PSUs are forfeited~~


►	To elect ~~nine~~eight nominees for director for the coming year;


►	To approve, by advisory vote, the compensation paid to our named executive officers for fiscal year ~~2020;~~2022;


►	To consider and transact any other business as may properly come before the Annual Meeting or any postponements or adjournments.


EXECUTIVE COMPENSATION		27

Compensation Discussion and Analysis		27
Introduction		27
Executive Summary		27
What We Do		30
What We Don’t Do		30
The Process for Setting Compensation		32
Executive Compensation Program Details		34
Other Compensation Matters		38
Compensation Committee Report		39

EQUITY COMPENSATION PLAN INFORMATION		49


STOCKHOLDER PROPOSALS—2022 ANNUAL MEETING OF STOCKHOLDERS		53

HOUSEHOLDING OF PROXY MATERIALS		54

ANNUAL REPORT ON FORM 10-K		55
60
APPENDIX BA –	Reconciliation of GAAP and Non-GAAP Financial Measures and Adjustments Made to Non-GAAP Performance Metrics	A-1
APPENDIX B –	Tax Benefits Preservation Plan	B-1


Nominees	Age		Year First Elected a Director		Age	Year First Elected a Director

Paul Bourgon		63		2008	65		2008
Daniel J. Crowley		57		2016	59		2016
Ralph E. Eberhart		73		2010
Daniel P. Garton		63		2018	65		2018
Richard A. Goglia		68		2020
Barbara W. Humpton		59		2019	61		2019
Neal J. Keating					66		2022
William L. Mansfield		72		2012	74		2012
Colleen C. Repplier		59		2019	61		2019
Larry O. Spencer		66		2018	68		2018


(i)	they align management’s interest with that of our stockholders;

	(iii)	they promote the achievement of the Company’s short- and long-term targeted business objectives.



% Ownership Threshold	Limit on Proxy Access Nominees (Maximum % of Board)	Group Size Limit	Loaned Shares Count as “Owned”	Requirement/ Express Intention to Hold Shares Beyond Meeting Date (1 Year)	Restrictions on Renominating Unsuccessful Proxy Access Nominees	Board Power to Amend Proxy Access Bylaws

3%	25%	No limit	Loaned shares count as owned if recallable on 5 business days’ notice and stockholder commits to recall and hold shares until next annual meeting if stockholder nominee will be included in Company’s Proxy	Required to hold shares through the date of the annual meeting	A stockholder’s nominee that does not receive at least 25% of the votes cast is ineligible to be a stockholder nominee for the next two annual meetings	Board can amend proxy access bylaw



Name	Fees Earned or Paid in Cash ($)(1)			Stock Awards ($)(2)			Total ($)

Paul Bourgon		$	85,000		$	140,000		$	225,000
Ralph E. Eberhart			92,620			140,000			232,620
Daniel P. Garton			100,000			140,000			240,000
Richard A. Goglia			25,908						25,908
Barbara W. Humpton			97,500			140,000			237,500
William L. Mansfield			105,411			140,000			245,411
Colleen C. Repplier			91,945			140,000			231,945
Larry O. Spencer			95,000			140,000			235,000


Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)(1)			Total ($)

Paul Bourgon		$	85,000		$	140,000		$	225,000
Ralph E. Eberhart			185,000			140,000			325,000
Daniel P. Garton			92,541			140,000			232,541
Richard A. Goglia		—			—			—
Barbara W. Humpton			42,732			100,807			143,539
William L. Mansfield			97,500			140,000			237,500
Adam J. Palmer			95,000			140,000			235,000
Colleen C. Repplier			52,486			133,840			186,326
Larry O. Spencer			95,000			140,000			235,000


~~Former Executive~~	~~Title~~

~~Frank Dubey~~	~~Executive Vice President~~


Named Executive Officers	Title

Daniel J. Crowley	Chairman, President and Chief Executive Officer
	(“CEO”)
James F. McCabe	Senior Vice President and Chief Financial Officer

~~Peter K. A. Wick~~William C. Kircher	Executive Vice President, ~~Aerospace Structures~~
	Customer Solutions & Support
Jennifer H. Allen	Senior Vice President, ~~and~~Chief Administrative Officer, General Counsel & Secretary

~~Daniel J. Ostrosky~~Thomas A. Quigley, III	Vice President, ~~Supply Chain~~Investor Relations & Controller



~~Imperative~~	~~Achievements~~

~~Achieve organization effectiveness across the enterprise by ensuring that teams are staffed with effective talent to drive operational results.~~	Filled Vice President of Operations and Triumph Operation System with internal top talent. Created a new corporate quality leadership role. Maintained 100% staffing level of all P&L roles across the enterprise.

~~Enhance value through portfolio shaping activities, including the divestiture of non-core businesses.~~	Over the course of fiscal year 2020, facilitated the divestiture of our Nashville fabrications business, the sale of Embraer E-2 fuselage and the transfer of the G-280 wings to Korea Aerospace Industries, LTD. Announced the closing of our Zacatecas facility. Announced the combination of our Integrated Systems Business Unit with our Product Support Business Unit to create our Systems & Support Business Unit, enabling us to streamline our business and improve the integration of our OEM and aftermarket products and support.
~~Improve operational, delivery and supplier performance, enhance enterprise culture of quality and improve safety performance.~~	Implemented enterprise operational standard metrics and SIOP process to drive improved product delivery and quality. Significantly reduced inventory and improved inventory turns. Improved our safety performance and total case incident rate for the fourth consecutive year and achieved a total recordable incident rate below our company-wide goal.




~~Imperative~~	~~Achievements~~

Improve velocity of cash-to-cash conversion through sustainable physical inventory reductions.	~~Achieved a reduction in physical inventory through program transitions, increased material management activities, divestitures, and structured site level reviews.~~

~~Achieve our cost-savings goal.~~	~~Continued initiatives to save costs in fiscal year 2020, including the achievement of operational efficiencies and transition of underperforming contracts to other suppliers.~~factories. In ~~addition, continued to yield benefits from prior year actions. Achieved fiscal year 2020 reduction in total SG&A costs.~~



Changed From	Changed To	Rationale for Change

The ~~annual incentive plan~~AIP metrics and ~~weightings~~weighting for fiscal year ~~2019~~2021 at a corporate level were: • 25% EBITDAP ~~40% earnings before interest, taxes, depreciation, amortization, and pension expense (“EBITDAP”) Margin~~• •~~40%~~ 25% Free Cash Flow • •~~20%~~ 50% Strategic		The ~~annual incentive plan~~AIP metrics and ~~weightings~~weighting for fiscal year ~~2020~~2022 at a corporate level were: • 35% EBITDAP ~~40% EBITDAP Margin~~• • 35% Free Cash ~~flow~~Flow • •~~25%~~ 30% Strategic	~~The~~ For fiscal year 2022, the proportion of the incentive tied to strategic objectives was reduced. In fiscal year 2021, the proportion of the incentive tied to strategic objectives had been increased to ~~enhance alignment with strategic matters important to the Company and to emphasize the importance~~partially address market conditions of the ~~Company’s portfolio shaping activities.~~global COVID-19 pandemic affecting the establishment of performance goals in May 2020.
The fiscal year 2021 equity ~~Incentive metrics~~awards consisted of all RSUs (vesting ratably over three years), with a 10% reduction in award amount from target.	The LTI plan included 40% RSUs (vesting ratably over three years) and ~~weightings~~60% PSUs with weighting as follows: • 25% Adjusted EBITDAP Margin • 75% Adjusted Net Debt to Adjusted EBITDAP Ratio The LTI plan included an absolute total stockholder return ("TSR") modifier.	For fiscal year 2022, the Committee re-established a structure for LTI awards that relied heavily on performance-based metrics. The fiscal year 2022 plan design included a TSR modifier to ensure alignment between executive pay and stockholder returns. In fiscal year 2021, the unknown effects of the ongoing global COVID-19 pandemic on the Company’s business overall had made it difficult for the ~~Performance-Based Restricted Stock Units for fiscal year 2019 were:~~ •~~50% 3-Yr Absolute Total Stockholder Return (“Absolute TSR”)~~ •~~50% 3-Yr Relative Total Stockholder Return (“Relative TSR”)~~	~~The equity Incentive metrics~~Committee to set meaningful performance targets. To address the risk that performance targets ultimately would be either too easy to meet or inappropriately unachievable based on the speed and ~~weightings for~~timing of the ~~Performance-Based Restricted Stock Units for FY20 are:~~ •~~30% 3-Yr Absolute TSR~~ •~~30% 3-Yr Relative TSR~~ •~~40% EBITDAP Margin~~	~~EBITDAP Margin was added~~pandemic recovery, the Committee had decided to ~~the equity incentive metrics~~award only RSUs to ~~increase focus on driving profitable growth and continuing~~management, but to ~~streamline and~~ reduce the ~~overall cost structure over the long-term.~~ amount of RSUs awarded by 10% from target.


Compensation Highlight	Details

Say-on-Pay Advisory Vote	•	At the Company’s ~~Annual Meeting~~annual meeting of ~~Stockholders~~stockholders held in July ~~2019,~~2021, compensation of our named executive officers was approved by ~~96.32%~~95% of the votes present. ~~Based on this support,~~For fiscal year 2022, the Committee made ~~no further~~ changes to the general structure and philosophy of our executive compensation program ~~for~~to enhance the performance-based structure of the program following the fiscal year ~~2020 (other than~~2021 adaptations made in connection with the ~~modest changes described above).~~ongoing global COVID-19 pandemic. The Committee continues to evaluate our pay programs and practices to ensure that they are market competitive, equitable, and aligned with the Company’s performance.
AIP Payout
~~Annual Incentive Plan (“AIP”) Payout~~•	• Target performance goals for both EBITDAP and free cash flow reflected our ~~board-approved~~Board-approved annual operating plan and were considered to be challenging. • ~~Mr. Crowley, Mr. McCabe, Ms. Allen, and Mr. Ostrosky:~~ Based on achievement of strategic goals at ~~80%~~150% of target and achievement levels against financial performance metrics, a corporate payout of ~~123%~~142.7% of target was ~~calculated under plan terms. At its April~~earned for the fiscal year.
LTI Awards		•	The PSUs granted for the fiscal years 2020 meeting, however, in accordance with plan terms and following recommendation from the Company’s management, the Compensation Committee reduced the calculated award for Mr. Crowley, Mr. McCabe, Ms. Allen, and Mr. Ostrosky to 95%through 2022 performance period were earned at 42% of ~~target in light of the ongoing global COVID-19 crisis.~~ • ~~Mr. Wick:~~ 37.5% of Mr. Wick’s annual cash incentive as based on the achievement levels against financial performance metrics across the Company, 37.5% was based on the achievement of goals by his business unit, Aerospace Structures, and the remaining 25% was based on the achievement of strategic goals by the Company. Based on the corporate payout levels described above, achievement of strategic goals for Aerospace Structures at 80% of target, and achievement levels against Aerospace Structures financial performance metrics, a payout level for Mr. Wick was calculated at 133% of target under plan terms. At its April 2020 meeting, however, in accordance with plan terms and following recommendation from the Company’s management, the Compensation Committee reduced the calculated award for Mr. Wick to 110% of target in light of the ongoing global COVID-19 crisis. target.

~~Long-Term Incentive (“LTI”) Awards~~•	• The Performance Share Units (“PSUs”) granted for the fiscal years 2018 through 2020 performance period were earned at 0% of target due to failure to achieve the threshold levels of Absolute and Relative TSR. • Service-based ~~Restricted Stock Units (“RSUs”)~~RSUs vested ratably over three years.



	Realizable Value as a % of Target
Chief Executive Officer – Mr. Crowley	FY20	FY21	FY22

Annual Cash Incentive (1)	95%	125%	143%
Annual Restricted Stock Units (RSUs) (2)	121%	203%	144%
Annual Performance Share Units (PSUs) (3)	48%	N/A	221%
November 2020 PSU Awards (PSUs) (4)	N/A	163%	N/A


	Realizable Value as a % of Target
Chief Executive Officer – Mr. Crowley	FY18	FY19	FY20

Annual Cash Incentive ⁽¹⁾	109%	102%	95%
Annual Restricted Stock Units (RSUs) ⁽²⁾	20%	30%	32%
Annual Performance Share Units (PSUs)⁽³⁾	0%	0%	0%


Named Executive Officers	Fiscal Year		Base Salary			Target Bonus			Target LTI			Target Total Pay

Daniel J. Crowley		2020		$	975,000		$	1,072,500		$	3,412,500		$	5,460,000
		2019		$	927,000		$	1,019,700		$	3,012,750		$	4,959,450
James F. McCabe ⁽¹⁾		2020		$	550,000		$	550,000		$	825,000		$	1,925,000
		2019		$	550,000		$	550,000		$	825,000		$	1,925,000
		2019		$	520,000		$	390,000		$	650,000		$	1,560,000
Peter K. A. Wick		2020		$	430,000		$	322,500		$	430,000		$	1,182,500
		2019		$	413,000		$	309,750		$	309,750		$	1,032,500
Jennifer H. Allen		2020		$	416,000		$	312,000		$	416,000		$	1,144,000
		2019		$	400,000		$	300,000		$	300,000		$	1,000,000
Ostrosky, Daniel J.		2020		$	380,000		$	228,000		$	285,000		$	893,000
		2019		$	380,000		$	228,000		$	285,000		$	893,000


Current Named Executive Officers	Fiscal Year 2020			Fiscal Year 2019			Change

Daniel J. Crowley		$	975,000		$	927,000		$	48,000
James F. McCabe		$	550,000		$	550,000		$	0
Peter K. A. Wick		$	430,000		$	413,000		$	17,000
Jennifer H. Allen		$	416,000		$	400,000		$	16,000
Daniel J. Ostrosky		$	380,000		$	380,000		$	0


Strategic Objective	Results	Achievement
~~Improve underperforming operational performance of sites and programs (5%~~Achieve ESG Metrics (7.5% weighting)	~~Improvement at underperforming sites~~First combined annual and ~~on programs, but additional improvement still required~~sustainability report was completed and baseline environmental data study was completed. Diversity and Inclusion Steering Committee took measurable actions, including launch of mentoring toolkit. Leadership diversity levels maintained.	0%7.5% (~~below~~at target)
Maintain Liquidity (7.5% weighting)	Exceeded liquidity target as of March 31, 2022	15.0% (at maximum)
Margin Expansion Initiatives (7.5% weighting)	Claim settlements and pricing initiatives completed. Divestiture of Staverton, UK business completed and divestiture of Stuart, FL business announced.	15.0% (at maximum)
Achieve SG&A Target (7.5% weighting)	Met SG&A reduction target.	7.5% (at target)

~~Complete portfolio transformation through consolidations and divestitures (5% weighting)~~	~~Completed significant planned closures and divestitures; combined Integrated Systems and Product Support business units~~	5% ~~(at target)~~
~~Upgrade or improve director & above low performers with diverse talent; complete new employee survey and develop actions (5% weighting)~~	~~80% of low performers addressed; employee survey conducted in Q3, with follow-up actions identified and in progress~~	5% ~~(at target)~~
~~Maintain adequate liquidity (5% weighting)~~	~~Divestiture and cost reduction initiatives maintained and enhanced the Company’s liquidity~~	5% ~~(at target)~~
~~Reduce cash SG&A in fiscal year 2020 versus fiscal year 2019 baseline (5% weighting)~~	~~Exceeded SG&A reduction target~~	5% ~~(at target)~~


	Financial Results ($MM)						Annual Cash Bonus Payout
Corporate NEOs Performance Measure	Target			Actual			Achievement (Payout Factor)		Metric Weight		Weighted Total
													Financial Results ($MM)		Annual Cash Bonus Payout
Performance Measures													Adjusted Target	Actual	Achievement (Payout Factor)	Metric Weight	Weighted Total

Triumph Consolidated Adjusted EBITDAP⁽¹⁾		$	287		$	250		67%		35%		23%	$148	$160	138.5%	35%	48.5%
Adjusted Free Cash Flow ⁽¹⁾		$	31		$	69		200%		40%		80%
Adjusted Free Cash Flow													$(170)	$(157)	140.7%	35%	49.2%
Strategic Goals								80%		25%		20%			150.0%	30%	45.0%
TOTAL												123%					142.7%


	Financial Results ($MM)							Annual Cash Bonus Payout
Mr. Wick Performance Measure	Target				Actual			Achievement (Payout Factor)		Metric Weight		Weighted Total

Triumph Consolidated Adjusted EBITDAP⁽¹⁾		$	287			$	250		67%		18%		12%
Operating Adjusted Free Cash Flow ⁽¹⁾		$	31			$	69		200%		20%		40%
Aerospace Structures Adjusted EBITDAP⁽¹⁾		$	100			$	114		121%		18%		21%
Aerospace Structures Adjusted Free Cash Flow⁽¹⁾		$	(33	)		$	70		200%		20%		40%
Strategic Goals		100%				80%			80%		25%		20%
TOTAL													133%


Named Executive Officer	Fiscal Year 2020 Incentive Adjusted Calculated Payout			Fiscal Year 2020 Payout as a % of Target Bonus

Daniel J. Crowley		$	1,018,875		95.0%
James F. McCabe		$	522,500		95.0%
Peter K. A. Wick		$	254,750		110.0%
Jennifer H. Allen		$	296,400		95.0%
Daniel J. Ostrosky		$	216,600		95.0%


Performance vs. Absolute TSR Goal	Absolute TSR	Earned Payout

Below Threshold	< 7.5%		0%
At Threshold	7.5%		50%
At Target	11.0%		100%
At Maximum	>= 15.0%		200%


Current Named Executive Officers	Fiscal Year 2020 Target LTI (as % of Salary)		Fiscal Year 2020 Target LTI ($ Value)			Fiscal Year 2020 Target Number of Units Granted(1)

Daniel J. Crowley		350%		$	3,412,500		162,732
James F. McCabe		150%		$	825,000		39,342
Peter K. A. Wick		100%		$	430,000		20,505
Jennifer H. Allen		100%		$	416,000		19,838
Daniel J. Ostrosky		75%		$	285,000		13,591


Named Executive Officer	Type of Award		No. of Underlying Shares		Value ($)

Daniel J. Crowley		RSUs		65,093		1,365,000
		PSUs ^(a)		97,639		2,258,385
James F. McCabe		RSUs		15,737		330,005
		PSUs^(a)		23,605		545,980
Peter K. A. Wick		RSUs		8,202		171,996
		PSUs^(a)		12,303		284,562
Jennifer A. Allen		RSUs		7,935		166,397
		PSUs^(a)		11,903		275,310
Daniel J. Ostrosky		RSUs		5,436		113,993
		PSUs ^(a)		8,155		188,622
Frank Dubey		RSUs		6,104		128,001
		PSUs^(a)		9,156		211,773



Named Executive Officer	Personal Use of Aircraft			Wellness Credit			Executive Physical			Group Term Life

Daniel J. Crowley		$	13,844		$	1,200		$	—		$	4,059
James F. McCabe		$	16,552		$	1,200		$	5,774		$	2,322
William C. Kircher		$	—		$	1,200		$	3,618		$	1,160
Jennifer H. Allen		$	—		$	1,200		$	5,337		$	708
Thomas A. Quigley, III		$	—		$	1,200		$	—		$	468


Named Executive Officer	401(k) plan match			Group Term Life

Daniel J. Crowley		$	13,182		$	4,902
James F. McCabe		$	12,813		$	2,322
Peter K. A. Wick			—		$	966
Jennifer H. Allen		$	12,794		$	2,176
Daniel Ostrosky		$	12,381		$	966
Frank Dubey		$	15,369		$	1,806



		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($) (1)						Estimated Future Payouts Under Equity Incentive Plan Awards: Number of Shares						All Other Stock Awards: Number of Shares of		All Other Option Awards: Number of Securities		Grant Date Fair Value of Stock and
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		Stocks or Units (#) (2)		Underlying Options (#)		Option Awards ($) (3)

Daniel J. Crowley	4/27/2021		$536,250		$1,072,500		$2,145,000		—		—		—		—		—
	4/27/2021		—		—		—		58,334		116,667		233,334		—		—		$2,663,508
	4/27/2021		—		—		—		—		—		—		77,778		—		$1,365,004
James F. McCabe	4/27/2021		$275,000		$550,000		$1,100,000		—		—		—		—		—		—
	4/27/2021		—		—		—		22,650		45,299		90,598		—		—		1,034,176
	4/27/2021		—		—		—		—		—		—		30,199		—		$529,992
William C. Kircher			$200,000		400,000		$800,000		—		—		—		—		—
									10,684		21,368		42,736						$487,831
															14,245				$250,000
Jennifer H. Allen	4/27/2021		$164,209		$328,418		$656,836		—		—		—		—		—		—
	4/27/2021		—		—		—		16,356		32,711		65,422		—		—		746,792
	4/27/2021		—		—		—		—		—		—		21,807		—		$382,713
Thomas A. Quigley, III	4/27/2021		$73,378		146,756		$293,512		—		—		—		—		—		$—
	4/27/2021		—		—		—		2,975		5,949		11,898		—		—		$135,816
	4/27/2021		—		—		—		—		—		—		3,966		—		$69,603



		Stock Awards
Name	Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)

Daniel J. Crowley			218,407		$	4,495,656
James F. McCabe			30,932		$	623,921
William C. Kircher			12,037		$	244,331
Jennifer H. Allen			14,058		$	282,706
Thomas A. Quigley, III			6,600		$	133,668