THIS DOCUMENT CONSTITUTES PART
OF
A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933
VULCAN MATERIALS COMPANY
DEFERRED STOCK UNIT AMENDED AGREEMENT
Granted under the 1996 Long-Term Incentive Plan
Terms and Conditions
As Amended December 11, 2008
THIS AMENDED
AWARD AGREEMENT is between the Company and the Participant, as
designated on page one of each previous agreement for an award of
Deferred Stock Units provided in 2001, 2002, 2003, 2004, or 2005
(“Prior Agreement”). This Agreement amends and replaces
each Prior Agreement (other than page one of the Prior Agreement),
as each was previously amended on October 12, 2006, effective
with respect to each Prior Agreement as of the Grant Date of the
award in that Prior Agreement as if this Agreement were a separate
agreement for each such award.
The Company
adopted the 1996 Long-Term Incentive Plan (the “Plan”)
in order to provide for a wide array of stock-based incentives for
its employees. The Compensation Committee of the Company (the
“Committee”) has granted Deferred Stock Units to
certain employees, including the Participant, in accordance with
the requirements of the Plan to carry out the purposes of the Plan.
In consideration of being awarded the Deferred Stock Units, the
Participant agrees with the Company as follows:
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1.
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Definitions
.
All defined terms
contained in the Plan are hereby incorporated by reference, except
to the extent that any term is specifically defined in this Award
Agreement.
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2.
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Grant of Deferred Stock Units;
Vesting; Dividend Equivalents; Withholding.
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(A)
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Grant . Subject to the terms and
conditions of the Plan, this Award Agreement, and any applicable
deferral election executed by the participant under the Executive
Deferred Compensation Plan, the Company hereby grants to the
Participant the number of Deferred Stock Units (“DSUs”)
designated on page one of the Prior Agreement. The DSUs represent
an unfunded and unsecured promise of the Company to issue the same
number of Shares at the Payment Date (as defined below) as DSUs
granted pursuant to this Section 2(A), or accrued pursuant to
Section 2(C), under this Award Agreement. As of the Grant
Date, a DSU account is established for the Participant
(“Account”), and is credited with the number of DSUs
shown on page one of the Prior Agreement. No Shares have been
transferred or set aside, or will be transferred or set aside, from
the general creditors of the Company to fund this Award. The
Participant has no right to vote or receive dividends on the Shares
represented by the DSUs until the Shares have been paid on the
Payment Date, as explained below.
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(B)
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Vesting . Except as otherwise provided in
Section 3, and subject to the Committee’s discretion set
forth in Section 4, the Participant’s right to receive
the Shares represented by the DSUs will vest (“Vested
Shares”) in installments, as follows: One-fifth of the DSUs
will vest on each anniversary of the Grant (an “Anniversary
Date”) beginning on the sixth anniversary and ending on the
tenth anniversary.
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(C)
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Dividend Equivalents
. Beginning on the
1 st Anniversary Date and ending on the
Anniversary Date on or immediately before the date on which DSUs
are fully paid, the Participant’s Account will be credited
with dividend equivalents equal to the dividends paid during the
preceding calendar year on the number of Shares represented by the
DSUs. The Dividend Equivalents will be converted to
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additional DSUs, rounded to the
nearest whole number, and credited to the Participant’s
Account. The amount of Dividend Equivalents credited on an
Anniversary Date to the Participant’s Account will be divided
by the Fair Market Value (FMV) on the Anniversary Date of one
Share of Vulcan Materials Company Stock, as defined below. In the
case of dividends paid in property, the amount credited will be
based on the FMV of the property on the Anniversary Date. The FMV
of a Share means the average of the reported high and low trading
prices for a Share on the Anniversary Date on the Composite Tape
for New York Stock Exchange Listed Stocks. If the Anniversary
Date falls on a holiday or weekend, then the immediately preceding
trading day shall be used. If the Shares are no longer NYSE-listed,
then it will be the
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