GIBRALTAR INDUSTRIES, INC.
2005 EQUITY INCENTIVE PLAN
Award of Performance
Units
THIS AWARD is made
to
(the “Recipient”) as of this
day of September, 2009.
Effective as of
April 1, 2005, Gibraltar Industries, Inc. (the
“Company”) adopted an equity based incentive plan known
as the Gibraltar Industries, Inc. 2005 Equity Incentive Plan (the
“Plan”).
Under the terms of
the Plan, the Board of Directors is authorized to grant equity
based compensation awards to Executive Officers of the Company upon
the recommendation of the Compensation Committee of the
Company’s Board of Directors.
The Compensation
Committee has recommended to the Board of Directors that the
Company grant an Award to the Recipient of
(
) Performance Units which shall be converted to and paid in cash
provided that the Company achieves certain Performance Goals
established by the Committee and, up to an additional
(
) Performance Units which may also be converted to and paid in cash
provided that the Company achieves a level of performance which
exceeds the Performance Goals established by the Committee
resulting in a maximum Award of up to
(
) Performance Units.
The Board of
Directors has approved the recommendation of the Compensation
Committee with respect to the Award of
(
) Performance Units for the Company’s achievement of the
targeted level of performance and up to an additional
(
) Performance Units if the Company’s performance exceeds the
targeted level of performance with the effect that the maximum
number of Performance Units which the Recipient will be eligible to
receive pursuant to this Award will be
(
) Performance Units.
The Plan provides
that the terms and conditions of each Award are to be specified in
a written instrument.
The Compensation
Committee has recommended and the Board of Directors has approved,
the issuance of an Award of Performance Units to the Recipient on
the terms and conditions contained in this instrument.
NOW, THEREFORE,
the Company hereby grants an Award of Performance Units to the
Recipient on the following terms and conditions:
1. Award
of Performance Units . Subject to the terms and conditions of
this Award instrument (“Instrument”), the Recipient is
hereby granted an Award of
(
) Performance Units (such Award being hereinafter the “Base
Award”), which Performance Units will, subject to the
Company’s achievement of the Performance Goals established by
the Committee, be converted to cash and paid to the Recipient and
which, if the Company achieves a level of performance which exceeds
the Performance Goals established by the Committee, may be
increased by up to an additional
(
) Performance Units which may be converted to cash and paid to the
Recipient, resulting in a maximum Award of up to
(
) Performance Units (the
Performance Units which the Recipient may be entitled to receive
being hereinafter the “Maximum Award”). Any reference
in this Instrument to Performance Units shall be deemed to refer
only to the Performance Units granted pursuant to the Award
reflected in this Instrument together with any Dividend Equivalent
Units attributable to such Performance Units and any additional
Performance Units credited to the Recipient with respect to the
Performance Units referred to above pursuant to the anti-dilution
provisions of the Plan.
2.
Restriction on Transfer . The Performance Units issued
pursuant to this Award shall be subject to the Restrictions on
transfer set forth in Section 8.01 of the Plan.
3.
Performance Period; Performance Goals and Peer Group .
(a) There shall be three separate Performance Periods for the
number of Performance Units contained in the Base Award represented
by this Award. The first Performance Period shall be the period
beginning January 1, 2009 and ending December 31, 2009
and shall apply to one third of the number of Performance Units in
the Base Award issued to the Recipient pursuant to this Award. The
second Performance Period shall be the period beginning
January 1, 2010 and ending December 31, 2010 and shall
apply to one third of the number of Performance Units in the Base
Award issued to the Recipient pursuant to this Award. The third
Performance Period shall be the period beginning January 1,
2011 and ending December 31, 2011 and shall apply to one third
of the number of Performance Units in the Base Award issued to the
Recipient pursuant to this Award. For purposes of this Award
Instrument, the term “Targeted Performance Unit Award”
shall mean, for each of the three separate Performance Periods
referred to above, one third of the number of Performance Units in
the Base Award.
(b) The
Performance Goal which shall be in effect for each of the three
separate Performance Periods which are provided for by this Award
shall be the achievement by the Company of a total shareholder
return for the Company’s fiscal year which ends at the end of
the applicable Performance Period, which total shareholder return
is equal to the median total shareholder return of the companies in
the peer group which is established for the Company as provided by
Section 3(c) below (hereinafter the “Peer Group”),
determined, with respect to each Peer Group company, as of the end
of each applicable Performance Period. The total shareholder return
for the Company and each of the Peer Group companies (such total
shareholder returns being hereinafter “TSR”) shall, for
any Performance Period, be a fraction: (i) the numerator of
which is equal to the sum of: (A) the average of the closing prices
per share of
2
one share of
common stock of the Company or the applicable peer group member, as
reported by the NASDAQ National Market System, the American Stock
Exchange or the New York Stock Exchange, on each of the twenty
(20) consecutive Business Days (as defined, in the singular,
below) ending with December 31 of the applicable Performance
Period or, if December 31 is not a Business Day, ending with
the last Business Day immediately preceding such December 31;
and (B) the aggregate amount of the dividends paid on each
share of the Company’s, or, if applicable, the peer group
member’s common stock during the calendar year which ends
with the end of the applicable Performance Period; and
(ii) the denominator of which is equal to the average of the
closing prices per share of one share of common stock of the
Company or the applicable peer group member, as reported by the
NASDAQ National Market System, the American Stock Exchange or the
New York Stock Exchange, on each of the twenty
(20) consecutive Business Days ending with the
December 31 immediately preceding the December 31 of the
applicable Performance Period or, if the December 31
immediately preceding the December 31 of the applicable
Performance Period is not a Business Day, ending with the last
Business Day immediately preceding such December 31. For
purposes of this Instrument, the term “Business Day”
means each day other than a Saturday, Sunday or other day on which
commercial banks in the State of New York are authorized or
required to close.
(c) The
identity of the corporations that comprise the Peer Group shall be:
(i) Worthington Industries, Inc.; (ii) Quanex
Corporation; (iii) Owens Corning; (iv) Masco;
(v) Blue Linx Holding; (vi) NCI; (vii) Beacon
Roofing Supply; (viii) Builders First Source;
(ix) Actuant Corp.; (x) Griffon Corp; (xi) Valmont
Industries; and (xii) The Home Depot. Notwithstanding the
foregoing, at any time and from time to time during any Performance
Period, the Committee may review the make up of the Peer Group and,
if the nature or business dynamics of any corporation in the Peer
Group has changed as a result of which such corporation is no
longer appropriately considered a member of the Company’s
Peer Group, the Compensation Committee may eliminate such
corporation from the Peer Group and, if deemed appropriate by the
Compensation Committee, add a new corporation to the Peer Group.
If, at any time during the Performance Period, the Committee has
increased or reduced the number of corporations in
|
