ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Amendment and Restatement of Management Stock Purchase Plan
On December 30, 2008, the registrant amended and restated the Gibraltar
Industries, Inc. Management Stock Purchase Plan (the "Stock Plan") to (i) permit
eligible participants to defer payment of up to twenty-five percent (25%) of
their base salary and up to one hundred percent (100%) of their annual incentive
compensation for the credit of restricted stock units to their accounts under
the Stock Plan, (ii) provide the registrant greater flexibility with respect to
the number of restricted stock units that may be credited to accounts of
eligible participants to "match" restricted stock units attributable to
deferrals of base salary and/or annual incentive compensation, (iii) conform the
Stock Plan to the requirements of Section 409A of the Internal Revenue Code, and
(iv) make certain other technical changes.
The foregoing description of the terms and conditions of the amended and
restated Stock Plan is qualified in its entirety by reference to the terms and
conditions of that Second Amendment and Restatement of the Stock Plan, a copy of
which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
ITEM 8.01 Other Events
Amendment and Restatement of 2005 Equity Incentive Plan
On December 30, 2008, the registrant amended and restated the Gibraltar
Industries, Inc. 2005 Equity Incentive Plan (the "Equity Plan") to conform the
Equity Plan to the requirements of Section 409A of the Internal Revenue Code and
to make certain other technical changes.
The foregoing description of the terms and conditions of the amended and
restated Equity Plan is qualified in its entirety by reference to the terms and
conditions of that Second Amendment and Restatement of the Equity Plan, a copy
of which is furnished as Exhibit 10.2 hereto and is incorporated herein by
reference.
Adoption of Omnibus Code Section 409A Compliance Policy
On December 30, 2008, the registrant adopted an Omnibus Code Section 409A
Compliance Policy to supplement and amend existing and future compensation
agreements, policies and plans that constitute "nonqualified defined
compensation plans" within the meaning of Section 409A of the Internal Revenue
Code, whether or not in written form (the "Omnibus 409A Policy").
The foregoing description is qualified in its entirety by reference to the terms
and conditions of the Omnibus 409A Policy, a copy of which is furnished as
Exhibit 10.3 hereto and is incorporated herein by reference.
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