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Exhibit 10.6 VULCAN MATERIALS COMPANY
RESTRICTED STOCK PLAN
FOR NONEMPLOYEE DIRECTORS
Effective November 1, 1997
Approved by Shareholders May 14, 2004
As Amended through December 11, 2008
As used herein, the following terms shall have the meanings
hereinafter set forth:
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(a)
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"Beneficiary" shall mean the individual or entity designated by
the Nonemployee Director to receive, upon the death of the
Nonemployee Director, undelivered Restricted Shares as to which the
applicable restrictions have expired and the balance of the
Nonemployee Director’s Account attributable to Deferred Stock
Units. If no such designation is made, or if the designated
individual predeceases the Nonemployee Director or the entity no
longer exists, then the Beneficiary shall be the Nonemployee
Director’s estate.
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(b)
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"Board" shall mean the Board of Directors of the Company.
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(c)
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"Change in Control" shall mean a change in control as defined in
regulations or other guidance under Section 409A of the
Code.
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(d)
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"Code" shall mean the Internal Revenue Code of 1986, as
amended.
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(e)
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"Company" shall mean Vulcan Materials Company, a New Jersey
corporation.
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(f)
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"Deferred Stock Unit" shall mean the equivalent of one Share, as
established pursuant to this Plan.
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(g)
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"Effective Date" shall mean May 14, 2004, provided that the
Plan is approved by the Company’s shareholders as described
in paragraph 2.
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(h)
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"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
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(i)
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"Fair Market Value Per Share" shall mean the average of the
daily closing prices of Shares as reported on the New York Stock
Exchange for the twenty (20) trading days prior to the date of
determination of the number of shares subject to the grant by the
Board in accordance with Section 4 below, or if the Shares are
not listed on such exchange, on the principal United States
securities exchange registered under the Exchange Act on which the
Shares are listed.
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(j)
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"Nonemployee Director" shall mean any person who is a member of
the Board who is not, as of the date of a grant of Restricted
Shares under this Plan, an employee of the Company or any of its
subsidiaries.
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(k)
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"Plan" shall mean this Vulcan Materials Company Restricted Stock
Plan for Nonemployee Directors, as it may be amended from time to
time.
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(l)
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"Restricted Share" shall mean a Share granted to a Nonemployee
Director in accordance with paragraph 4 and subject to the
restrictions set forth in paragraph 5.
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(m)
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"Share" shall mean a share of the Company’s common stock,
$1.00 par value, and such other stock and securities as may be
substituted therefor in accordance with paragraph 6(b).
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2.
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Purposes and Effective Date.
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The purposes of the Plan are to
promote a greater identity of interests between the Company’s
Nonemployee Directors and its shareholders through increasing
ownership of Company common stock by the Nonemployee Directors and
to assist the Company in attracting and retaining qualified
individuals to serve as Nonemployee Directors by affording them an
opportunity to share in the future successes of the Company.
The Plan was adopted by the Board of
Directors on July 18, 1997 and became effective on
November 1, 1997. The Plan shall be deemed amended and
restated as of the date of its approval by the affirmative vote of
the holders of a majority of the Shares of the Company voted in
person or by proxy at the next Annual Meeting.
This Plan was frozen immediately
following the grants dated June 1, 2005.
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3.
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Eligibility and Shares of Common Stock Available.
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Each director who as of the date
of any grant made pursuant to the Plan is not an employee of the
Company or any of its subsidiaries shall be eligible to participate
in the Plan. The number of Shares
that may be issued pursuant to grants of Restricted Shares or
Deferred Stock Units under the Plan shall not exceed 100,000,
subject to proportionate adjustment as provided in paragraphs 6(b)
and 8(b).
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4.
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Grants of Restricted Shares.
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At the Annual Meeting of the Board
each year the Board shall determine the number of Restricted Shares
to be granted to each Nonemployee Director. The Restricted Shares
shall be granted on June 1 of each year following such
determination date.
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5.
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Terms and Conditions of Grants of Restricted Shares.
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(a)
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The terms and conditions set forth in this paragraph shall apply
to each grant of Restricted Shares. If required by the Company,
each such grant shall be evidenced by a written agreement that sets
forth the specific terms of the grant in accordance with the Plan
and that is duly executed by or on behalf of the Company and the
Nonemployee Director.
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(b)
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At the time of each grant, a share certificate or certificates
representing the number of Restricted Shares granted to a
Nonemployee Director shall be registered in the Nonemployee
Director’s name but shall be held by or on behalf of the
Company for the Nonemployee Director’s account. As a
condition to receipt of the first award of Restricted Shares, each
Nonemployee Director shall execute and deliver to the Company a
stock power in blank with respect to all Restricted Shares that may
be awarded to such Nonemployee Director in the future. Such stock
power shall be held in custody by the Secretary of the Company and
shall be used only to effect a transfer of Restricted Shares to the
Company in connection with a forfeiture of Restricted Shares by
such Nonemployee Director. The Nonemployee Director shall have all
the rights and privileges of a shareholder as to such Restricted
Shares, including the right to receive dividends and the right to
vote such Restricted Shares, subject to the restrictions set forth
in subparagraph c and subject to deferrals of dividend payments as
provided in paragraph 7.
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(c)
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The Restricted Shares granted to any Nonemployee Director under
paragraph 4 shall be subject to the following restrictions:
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(i) Such Restricted Shares may not
be sold, transferred, assigned, pledged or otherwise encumbered or
disposed of until such time as such restrictions have expired as to
such Restricted Shares as provided in subparagraph (d).
(ii) A Nonemployee Director shall not
be entitled to delivery of a share certificate representing any
Restricted Shares until the expiration of such restrictions as to
such Restricted Shares.
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(d)
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Except as otherwise provided in clause (ii) below or in
paragraph 10, the restrictions applicable to Restricted Shares
covered by any grant to any Nonemployee Director shall expire in
accordance with the terms of the following clause (i):
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(i) Restrictions shall expire as
to the Restricted Shares on the date the Nonemployee Director
attains age 70; provided, however, that restrictions shall expire
as to Restricted Shares only if the Nonemployee Director shall have
remained a director of the Company continuously from the date of
grant of such Restricted Shares to the scheduled expiration date.
(ii) If a Nonemployee Director ceases
to be a director of the Company before attaining age 70 because of
death or because he or she is
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totally and permanently disabled as determined by a majority of
the Board, the restrictions on all Restricted Shares shall expire
as of the date the Nonemployee Director ceases to be a director of
the Company.
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(e)
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All of the Restricted Shares granted to any Nonemployee Director
as to which the restrictions have not previously expired shall be
forfeited immediately, and all rights of such Nonemployee Director
to such Restricted Shares shall terminate without further
obligation on the part of the Company, if the Nonemployee Director
shall cease to be a director of the Company before age 70 for any
reason other than as set forth in clause (ii) of subparagraph
(d) above or in paragraph 10, or as provided in the following
sentence. Upon recommendation of the Chief Executive Officer and
unanimous approval by the Compensation Committee (except that if
the Nonemployee Director whose Restricted Shares are at issue is a
member of the Compensation Committee, then that Nonemployee
Director will abstain from the decision), the Compensation
Committee may waive such restrictions in whole or in part if such
waiver would be in the best interest of the Company.
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(f)
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As soon as practicable after the expiration of the restrictions
on any Restricted Shares as herein provided, a share certificate
for such Restricted Shares shall be delivered, free of all such
restrictions, to the Nonemployee Director (or to the Nonemployee
Director’s Beneficiary, if applicable) subject to the
withholding requirements of paragraph 14(i) (if applicable).
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6.
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Delivery of Restricted Shares.
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(a)
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Shares granted or delivered under the Plan may be authorized but
unissued Shares, Shares reacquired by the Company, or a combination
of both, as the Board may from time to time determine. Shares
granted under the Plan but subsequently forfeited shall continue to
be otherwise available for the purposes of the Plan.
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(b)
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In the event of any change in the out
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