EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

     THIS AGREEMENT is made, effective as of August 21, 2007, by and between Gibraltar Industries, Inc., a Delaware corporation, with offices at 3556 Lake Shore Road, Buffalo, New York 14219 (the “Company”), and Brian J. Lipke, an individual residing at                      , Derby, New York 14047 (the “Executive”).

RECITALS:

     The Executive has been employed as the Chairman of the Board and Chief Executive Officer of the Company pursuant to the terms of an employment agreement made by and between the Executive and the Company and dated July 9, 1998 (such employment agreement being hereinafter the “Current Employment Agreement”). The Current Employment Agreement amended and restated the Executive’s original employment agreement with the Company dated November 1, 1993.

     The Company and the Executive desire to amend and restate the Current Employment Agreement to permit the Executive to terminate his employment and receive a severance payment in the event that the Company fails to honor its commitments under the Current Employment Agreement or otherwise adversely changes the terms and conditions of the Executive’s employment, to make certain technical changes including technical changes designed to conform the provisions of the payments which the Executive is entitled to receive on a termination of his employment to the requirements of Internal Revenue Code Section 409A and to effect an amendment of an award of restricted stock units made to the Executive on April 6, 2005 to provide that if the Executive is employed by the Company at the time he attains age sixty (60), the Executive’s rights to issuance of such restricted stock units shall not be

forfeitable. Executive has made and is expected to continue to make a major contribution to the profitability, growth and financial strength of the Company. In addition, the Company considers the continued services of the Executive to be in the best interests of the Company and its stockholders.

CONSIDERATION:

     NOW, THEREFORE, in consideration of the conditions and covenants set forth in this Agreement, the parties hereto agree as follows:

ARTICLE 1.
Employment and Duties

     1.01 Employment . The Company hereby agrees to, and does hereby employ the Executive, and the Executive hereby agrees to and does hereby accept employment, as the Chief Executive Officer of the Company and the Chairman of the Company’s Board of Directors. It is contemplated that the Executive will continue to serve as the Chief Executive Officer of the Company and the Chairman of the Company’s Board of Directors subject to the provisions of this Agreement and the right of the Company’s Board of Directors to elect new officers and to appoint a new Chairman. The Executive agrees that in the event his employment with the Company is terminated for any reason whatsoever, effective as of the date of such termination the Executive will be deemed and construed, without any further action on the part of the Executive (including, but not limited to, the execution and delivery of a written resignation letter), to have resigned: (a) from his position as Chairman of the Board of Directors; (b) from his position as Chief Executive Officer; (c) from all other positions he may hold as an officer or director or member of the management of any corporation or other entity that is directly or indirectly owned by the Company; and (d) from any and all other positions he may hold with the Company or any of the Company’s direct or indirect subsidiaries, whether as an officer or

employee or as a member of any committee, board or other executive or administrative body.

     1.02 Duties . During the period of his employment under this Agreement the Executive shall perform such executive duties and responsibilities as may be assigned to him, from time to time, by the Board of Directors of the Company and shall be subject, at all times, to the control of the Company’s Board of Directors. The Executive may become a director or trustee of any corporation or entity that does not constitute a Competitive Operation as described in Section 4.03 hereof; provided that, the Executive will not be permitted to serve as a member of the board of directors of more than three (3) companies whose shares are traded on a nationally recognized stock exchange without first obtaining the approval of the Company’s Board of Directors. The Company shall not require the Executive to perform services hereunder outside the Buffalo, New York metropolitan area with such frequency or duration as would require the Executive to move his residence from the Buffalo, New York area.

ARTICLE 2.
Compensation and Fringe Benefits

     2.01 Base Salary . The annual base salary of the Executive (hereinafter the “Base Salary”) shall, for the 2007 calendar year, be equal to $660,000. Accordingly, during the period beginning on the date this Agreement becomes effective and ending December 31, 2007, the Company shall pay to the Executive such amount as may be required, when added to the amount of the base salary payments made to the Executive prior to the date hereof, to pay to the Executive the $660,000 amount of his Base Salary for 2007. The portion of the Executive’s Base Salary for the 2007 calendar year which is payable to the Executive after the date of this Agreement shall be paid to the Executive in substantially equal installments, less applicable withholding taxes on the dates that the Company issues payroll checks to the employees of the Company’s corporate offices located at 3556 Lake Shore Road, Buffalo, New York. The Base

Salary of the Executive for any Renewal Term (as hereinafter defined) shall be such amount as may be determined by the Compensation Committee of the Company’s Board of Directors and shall be paid to the Executive in substantially equal installments, less applicable withholding taxes at the same time that the Company issues payroll checks to the employees of the Company’s corporate offices located at 3556 Lake Shore Road, Buffalo, New York. If, at any time after the date hereof the Base Salary of the Executive is increased, the term “Base Salary” as used in this Agreement shall mean the Base Salary of the Executive as so increased.

     2.02 Incentive Compensation . Subject to the following provisions of this Section 2.02, the Executive shall be entitled to participate in the Company’s Management Incentive Compensation Plan (the “MICP”) and the Company’s Long Term Incentive Plan (the “LTIP”). Payment of the amount, if any, of any bonus the Executive may become entitled to receive pursuant to the terms of the MICP shall be made to the Executive in accordance with the terms of the MICP. The Executive shall also be entitled to additional bonuses which the Compensation Committee of the Board of Directors of the Company, in its sole discretion, may determine and approve.

     2.03 Reimbursement of Expenses . The Company shall reimburse the Executive for all reasonable expenses which the Executive may, from time to time, incur on behalf of the Company in the performance of his responsibilities and duties under this Agreement, provided that the Executive accounts to the Company for such expenses in the manner prescribed by the Company.

     2.04 401(k) Restoration Plan .

          (a) The Company currently maintains a non-qualified plan of deferred compensation for certain of its executives which is known as the “Gibraltar 401(k) Restoration

Plan”, as amended. During the period of the Executive’s employment with the Company pursuant to this Agreement, the Executive shall be entitled to participate in the Gibraltar 401(k) Restoration Plan as the same may be amended from time to time following the date of this Agreement.

     2.05 Tax Qualified Plans . The Executive shall be entitled to participate in all tax qualified pension, profit sharing, 401(k) or other tax qualified plans maintained, from time to time, by the Company for the employees of the Company who are employed at the Company’s Buffalo, New York corporate offices.

     2.06 Group Welfare Benefits . During the period of the Executive’s employment under the terms of this Agreement, the Executive shall be eligible to participate in the group health and welfare benefits plans and programs which are maintained by the Company for exempt salaried employees employed at the Company’s Buffalo, New York corporate offices. Notwithstanding the foregoing, the Company shall have no obligation to maintain or provide such group welfare benefits to the Executive unless the Executive pays to the Company, on a monthly basis, the employee portion of any costs associated with the maintenance and provision of such benefits by the Company to exempt salaried employees employed by the Company at its Buffalo, New York corporate offices. In addition, during the period of the Executive’s employment under the terms of this Agreement, the Executive shall be eligible to participate in the group health and welfare plans and programs maintained by the Company for its executive officers.

     2.07 Vacation and Other Benefits . During each full year of the Executive’s employment hereunder, the Executive shall be entitled to paid vacations for such reasonable periods of time as may be prescribed in the Company’s vacation policy in effect for salaried

employees employed at the Company’s Buffalo, New York corporate offices. For purposes of determining the amount of paid vacation which the Executive is entitled to receive, all of the Executive’s years of service with the Company or any of its affiliates shall be included. In addition, the Executive shall be entitled to receive all other employment benefits and participate in such other employee benefit plans as may, from time to time, be provided or maintained by the Company for salaried employees employed at the Company’s Buffalo, New York corporate offices.

ARTICLE 3.
Term and Termination

     3.01 Term .

          (a) (a) The period of employment of the Executive under this Agreement shall begin on the date hereof and, provided that the Company delivers a written notice to the Executive on or prior to September 1, 2007, which written notice states that the Company is electing not to renew the period of the Executive’s employment hereunder, shall end on December 31, 2007 (unless terminated sooner as provided for in Section 3.01(b) hereof). If the Company does not deliver the written notice described in the preceding sentence to the Executive by September 1, 2007, the period of the Executive’s employment hereunder shall automatically be extended for an additional period of twelve (12) consecutive months beginning January 1, 2008, and ending December 31, 2008, (such twelve (12) consecutive month period and any subsequent twelve (12) consecutive month period hereinafter described in this Section 3.01(a) being hereinafter referred to as a “Renewal Term”). If the period of the Executive’s employment pursuant to this Agreement is renewed on January 1, 2008 (as provided for in the preceding sentence) or any subsequent January 1 (pursuant to the following provisions of the following sentence), unless terminated sooner as provided for in Section 3.01(b) hereof, the

period of the Executive’s employment pursuant to this Agreement shall end on the last day of the then applicable Renewal Term provided that, on or before September 1, of the then applicable Renewal Term, the Company delivers a written notice to the Executive which states that the Company is electing not to renew the period of the Executive’s employment hereunder. In the event that the Company does not deliver such a written notice to the Executive on or before September 1, 2008 or September 1 of any subsequent Renewal Term, a new Renewal Term of twelve (12) consecutive months shall automatically begin on the next following January 1 (the day immediately following the end of the then applicable Renewal Term) and end on the next following December 31.

          (b) Notwithstanding anything to the contrary contained in Section 3.01(a) above, the period of the Executive’s employment pursuant to this Agreement shall be terminated upon the death of the Executive and may be terminated as provided for in Sections 3.02, 3.03, 3.04, 3.05 and 3.06 hereof.

     3.02 Termination For Cause . Notwithstanding the provisions of Section 3.01 hereof, the Company may terminate the Executive’s employment hereunder at any time for Cause (as defined below), by delivering to the Executive a written notice of termination setting forth the date on which such termination is to be effective and specifying in reasonable detail the facts and circumstances claimed to provide a basis for the termination.

          For purposes of this Agreement, the Company shall have “Cause” to terminate the Executive’s employment hereunder if the Compensation Committee determines (and provides the Executive a written statement of its determination) that the Executive has engaged in egregious acts or omissions which have resulted in material injury to the Company and its business; provided that, the Executive shall not, under any circumstances, be deemed to have

engaged in egregious acts or omissions if: (a) the acts or omissions have been committed or omitted by the Executive in connection with the implementation of policies or procedures or strategic initiatives which have been disclosed to the Board of Directors of the Company; and (b) the Board of Directors of the Company has not directed the Executive not to implement any such policies, procedures or strategic initiatives.

     3.03 Termination Without Cause . Notwithstanding anything to the contrary contained in Section 3.01(a) hereof, the Company may, at any time on or after the date hereof, terminate the Executive’s employment, without Cause (as “Cause” is defined in Section 3.02 above), by delivering a written notice of termination to the Executive. Upon delivery by the Company to the Executive of a written notice of termination as provided for herein, the Executive’s employment hereunder shall be terminated effective as of the end of the ninety (90) day period beginning on the day following the date the Company delivers the written notice of termination to the Executive. For purposes of Section 6.02 hereof, if, as provided for by Section 3.01(a) hereof, on or before September 1, 2007 or September 1 of any applicable Renewal Term, the Company delivers a written notice to the Executive which states that the Company is electing not to renew the period of the Executive’s employment hereunder, the termination of the Executive’s employment with the Company which will occur on the expiration of the Term or any Renewal Term immediately following the Company’s delivery of such written notice to the Executive shall not be deemed and construed to be a termination of the Executive’s employment by the Company without “Cause” and, instead, shall be deemed and construed to be a retirement by the Executive from his employment.

     3.04 Termination by the Executive .

          (a) (a) Notwithstanding anything to the contrary contained in Section 3.01(a)

hereof, the Executive may terminate his employment hereunder at any time by delivering a written notice of termination to the Company. Upon delivery by the Executive to the Company of a written notice of termination as provided for herein, the Executive’s employment hereunder shall be terminated effective as of the end of the ninety (90) day period beginning on the day following the date on which the Executive delivers the written notice of termination to the Company.

          (b) For purposes of this Agreement, the Executive’s termination of his employment pursuant to this Section 3.04 shall be deemed to be a “Good Reason Termination” if the reason that the Executive has terminated his employment (which reason shall be specifically set forth in the written notice of termination which is delivered by the Executive to the Company) is that: (i) the Executive has been assigned duties or responsibilities that are substantially inconsistent with the position, duties, responsibilities and status of the Company’s Chief Executive Officer; or (ii) the Executive’s Base Salary has been reduced; or (iii) the Executive is required to move his residence from the Buffalo, New York metropolitan area as a result of a relocation of the Company’s Buffalo, New York corporate offices or a change in the duties of the Executive; or (iv) the Company breaches any of its material obligations under this Agreement; or (v) the Company breaches any of its obligations under this Agreement which is not material, and such breach is not cured by the Company within thirty (30) days following the Company’s receipt of written notice of such breach from the Executive.

     3.05 Disability . If, during the period of the Executive’s employment hereunder, it is determined by either the Company or the Executive that the Executive suffers from a Total and Permanent Disability, the party that makes the determination that the Executive suffers from a Total and Permanent Disability shall provide written notice to the other party of such

determination and, effective as of the last day of the calendar month in which such written notice is delivered, the Executive’s employment with the Company hereunder shall be deemed to be terminated. For purposes of this Agreement, the Executive shall be deemed to suffer from a Total and Permanent Disability if the Executive’s personal physician certifies in writing that the Executive 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 twelve (12) months.

     3.06 Retirement . The Executive may retire from his employment effective at any time on or after the date he attains age sixty (60) by delivering to the Company a written notice of his intent to terminate his employment with the Company and retire, which written notice shall set forth the date on which such retirement (and its related termination of employment) is to be effective. Upon delivery by the Executive to the Company of the written notice of his intent to terminate his employment hereunder and retire (as provided for above) the Executive shall be deemed to have retired from his employment with the Company effective as of the date the Executive’s retirement is to be effective as specified in the written notice which the Executive delivers to the Company containing the notice of his intent to terminate and retire; provided however, that notwithstanding the foregoing, if the date on which the Executive’s retirement is to be effective as set forth in the written notice which the Executive delivers to the Company is less than thirty (30) days following the date on which the Executive delivers the written notice of his intention to retire to the Company, the Executive’s retirement from his employment with the Company shall, notwithstanding anything to the contrary contained in the written notice which the Executive delivers to the Company containing notice of his intention to retire, be effective at the end of the thirty (30) day period following the date the Executive delivers written notice of

his intention to retire to the Company.

ARTICLE 4.
Confidentiality; Non-Compete Provisions

     4.01 Confidentiality . During the period of the Executive’s employment hereunder and for a period of three (3) years following a termination, for any reason whatsoever, of the Executive’s employment hereunder, the Executive agrees that he will not, without the written