THIS DOCUMENT CONSTITUTES PART
OF
A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933
VULCAN MATERIALS COMPANY
NONEMPLOYEE DIRECTOR DEFERRED STOCK UNIT AGREEMENT
Terms and Conditions
THIS AGREEMENT,
dated as of the Grant Date, which is the date set forth on page one
of this Agreement, is between the Company and the Participant, as
designated on page one of this Agreement. This Agreement sets forth
the terms of the grant described in Section 2 below. In
addition, this Agreement amends the deferred stock unit agreements,
if any, between the Company and the Participant dated June 1,
2006, and June 1, 2007, by replacing sections 3, 4, and 6 in
those agreements with, respectively, Sections 3, 4, and 6,
below.
The Company
adopted the 2006 Omnibus Long-Term Incentive Plan (the
“Plan”) in order to provide for a wide array of
stock-based and other long-term incentives for its employees and
members of the Board. The Compensation Committee of the Board (the
“Committee”) hereby grants Deferred Stock Units
(“DSUs”) to certain nonemployee members of the Board,
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 DSUs, 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
Agreement.
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2.
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Grant of Deferred Stock Units;
Vesting; Dividend Equivalents.
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(A)
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Grant . Subject to the terms and
conditions of the Plan, this Agreement, and any applicable deferral
election form executed by the Participant, the Committee hereby
grants to the Participant the number of DSUs designated on page one
of this Agreement. The DSUs represent an unfunded and unsecured
obligation of the Company to issue the same number of Shares in
accordance with Section 3 as DSUs granted pursuant to this
Section 2(A), or accrued pursuant to Section 2(C), under
this Agreement. As of the Grant Date, an account is established for
the Participant (“Deferral Account”), and is credited
with the number of DSUs shown on page one. 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, as
explained below.
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(B)
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Vesting . Except as otherwise provided in
Section 4 or 6, the Participant’s right to receive the
Shares represented by the DSUs will become non-forfeitable on the
third anniversary of the Grant Date.
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(C)
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Dividend Equivalents
. During the period from
the Grant Date to the issuance of Shares in accordance with
Section 3 (“Deferral Period”), the
Participant’s Deferral Account will be credited with dividend
equivalents equal to the dividends paid on the number of Shares
represented by the DSUs during the Deferral Period (“Dividend
Equivalents”). The Dividend Equivalents will be converted to
additional DSUs, rounded to the nearest whole number, by dividing
the Dividend Equivalents by the Fair Market Value of one Share on
the date the dividend is paid. In the case of
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(D)
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dividends paid in property, the
amount credited will be based on the fair market value of the
property on the date th
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