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ROCK > SEC Filings for ROCK > Form 8-K on 23-Dec-2013All Recent SEC Filings

Show all filings for GIBRALTAR INDUSTRIES, INC.

Form 8-K for GIBRALTAR INDUSTRIES, INC.


23-Dec-2013

Change in Directors or Principal Officers, Financial Statements and Ex


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Approval of Over-all Limit to Award Payable Under Management Incentive Compensation Plan

On December 17, 2013, the Company's Compensation Committee, in connection with its ongoing review of compensation policies relating to compensation of executive officers, approved an overall limit on the amount of the award payable to each individual that is eligible for an annual incentive compensation award under the terms of the Company's Management Incentive Compensation Plan ("MICP"). The MICP is the annual incentive compensation program for the Company's executive officers and other senior executives. Pursuant to the terms of the limit approved by the Compensation Committee, the maximum amount of the award which is payable to any participant under the terms of the MICP for any year is 3 times the target annual award for such participant for such year.

Amendment and Restatement of Chief Executive Officer Change in Control Agreement

Effective December 23, 2013, pursuant to an authorization by the Company's Compensation Committee on December 17, 2013, the Company amended and restated the March 24, 2011 Change in Control Agreement with its Chief Executive Officer, Brian J. Lipke (the "Chief Executive Officer"). The Chief Executive Officer's amended and restated Change in Control Agreement: (1) reduces the change in control payment from 3.5 times annual compensation to 2.75 times annual compensation; and (2) eliminates the right to receive a tax gross up for excise taxes which might become payable based on payments to be made to the Chief Executive Officer in connection with a termination of employment following a change in control.

Amendment and Restatement of Chief Executive Officer Employment Agreement

Effective December 23, 2013, pursuant to an authorization by the Company's Compensation Committee on December 17, 2013, the Company amended and restated the August 21, 2007 Employment Agreement with its Chief Executive Officer. The Chief Executive Officer's amended and restated Employment Agreement:
(1) reflects his current base compensation; (2) provides that, in the case of a termination of his employment due to retirement, he will be entitled to receive a pro-rata payment of the annual incentive compensation payable under the Company's MICP; (3) provides that, effective for the 2013 calendar year and thereafter, he will not be eligible to defer his receipt of his base salary or bonus under the terms of the Management Stock Purchase Plan or to receive an allocation of restricted stock units as provided for under the terms of such plan; and (4) made certain other technical, conforming changes in the amended and restated Employment Agreement. The term of the amended and restated Employment Agreement is for twelve months and is subject to renewal automatically for additional 12 month periods, unless certain notices shall have been given.

The foregoing descriptions of the amended and restated Change in Control Agreement and the amended and restated Employment Agreement are qualified in their entirety by reference to the terms and conditions of the amended and restated Change in Control Agreement and the amended and restated Employment Agreement, copies of which are filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.


Table of Contents



Item 9.01 Financial Statements and Exhibits

(a)-(c) Not Applicable

(d) Exhibits

Exhibit No.       Description

10.1              Change in Control Agreement with Brian J. Lipke dated
                  December 23, 2013

10.2              Agreement with Brian J. Lipke dated December 23, 2013


Table of Contents

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