

Name	Plan Name	Number of Years Credited Service	Present Value of Accumulated Benefit			Payments During Last Fiscal Year
Brian J. Lipke	Salary Continuation Agreement	23	$	823,617	(1)	$	—
	Medical Insurance Continuation	N/A	$	397,999	(2)	$	—
Frank G. Heard	—	—	$	—		$	—
Kenneth W. Smith	—	—	$	—		$	—
Paul M. Murray	—	—	$	—		$	—
Timothy F. Murphy	—	—	$	—		$	—

Name Plan Name Number of Years Credited Service Present Value of Accumulated Benefit Payments During Last Fiscal Year
Brian J. Lipke Salary Continuation Agreement 22
$ 838,210
(1) $ —
Medical Insurance Continuation N/A
$ 400,685
(2) $ —
Frank G. Heard — —
$ —
$ —
Kenneth W. Smith — —
$ —
   $ —
Paul M. Murray — —
$ —
   $ —
Timothy F. Murphy — —
$ —
   $ —

(1)

Reflects the present value of benefits payable under the terms of the Salary Continuation Agreement between the Company and Mr. Lipke dated March 1996. This Agreement provides for payment of $100,000 per year for a period of ten years upon Mr. Lipke’s retirement at or after age sixty (60). Payments are to be made in equal monthly installments. In the event of the death of Mr. Lipke, payments are to be made to Mr. Lipke’s spouse in one lump sum payment.


(2)	Reflects the present value of benefits payable under the employment agreement between the Company and Mr. Lipke. This agreement provides for payment of the employer contribution portion of medical insurance benefits provided to other employees to Mr. Lipke and his spouse throughout their lifetimes.

~~Nonqualified~~Non-qualified Deferred Compensation



Name	Executive Contributions in Last FY			Registrant Contributions in Last FY (2)			Aggregate Earnings (Losses) in Last FY				Aggregate Withdrawals/Distributions		Aggregate Balance at Last FYE
Frank G. Heard	$	267,383	(1)	$	157,710	(1)	$	68,760		(3)	$	—	$	493,853	(5)
Kenneth W. Smith	$	195,950	(1)	$	121,994	(1)	$	706,202		(3)	$	—	$	3,389,120
Paul M. Murray	$	—		$	—		$	(1,240	)	(4)	$	—	$	31,369
	$	95,161	(1)	$	55,912	(1)	$	317,894		(3)	$	—	$	1,546,128
Timothy F. Murphy	$	19,962	(1)	$	14,971	(1)	$	100,082		(3)	$	—	$	463,867	(5)

Name Executive Contributions in Last FY Registrant Contributions in Last FY (3) Aggregate Earnings (Losses) in Last FY Aggregate Withdrawals/Distributions Aggregate Balance at Last FYE
Brian J. Lipke $ —
   $ —
   $ 2
(1) $ —
$ 16,006

Frank G. Heard $ —
   $ —
   $ —
$ —
$ —

Kenneth W. Smith $ 331,134
(2) $ 224,913
(2) $ (47,352 )    $ —
$ 2,364,974

Paul M. Murray $ —
   $ —
   $ (968 ) (1) $ —
$ 32,609

$ 123,838
(2) $ 81,728
(2) $ (21,603 )    $ —
$ 1,077,161

Timothy F. Murphy $ 46,708
(2) $ 35,031
(2) $ (6,133 )    $ —
$ 328,852
(4)


(1)	~~Represents the associated earnings on the balance of each participating executive officer’s account under the Gibraltar 401(k) Restoration Plan during 2014.~~


~~(2)~~	Represents the deferred amount of the annual incentive compensation award earned under the Management Incentive Compensation Plan during ~~2013~~2014 and salary deferrals in ~~2014~~2015 together with related matching contributions from the Company.


~~(3)~~(2)	Amounts reported are included as compensation in the Summary Compensation Table above.


(3)	Represents the associated earnings on the balance of each participating executive officer's account under the Management Stock Purchase Plan during 2015.


(4)	Represents the associated earnings on the balance of the participating executive officer’s account under the Gibraltar 401(k) Restoration Plan during 2015.


(5)	Amount includes ~~$104,324~~$185,456 and $152,217 attributable to matching RSUs for ~~Mr.~~Messrs. Heard and Murphy, respectively, that will vest on ~~his~~each of their sixtieth (60^th) ~~birthday~~birthdays if ~~he continues his~~they continue their employment through such date.

POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

Our retired Chief Executive Officer’s (“CEO’s”, or “CEO” in the non-possessive) employment agreement provided that he would receive a lump sum severance payment equal to 2.5 times the sum of his respective base salary and all bonuses received in the twelve (12) months preceding his termination under certain circumstances. Our retired CEO, Brian J. Lipke, also has a salary continuation agreement with the Company which provides for payment to the CEO of $100,000 per year for a period of ten (10) years upon his retirement. This salary continuation agreement was made in 1996. The employment agreement forIn 2015, our ~~retired CEO also provided for lifetime medical insurance benefits for him and his spouse.~~

~~In 2014, our newly-hired~~newly-promoted President and Chief ~~Operating~~Executive Officer (“~~COO”~~CEO”), Frank G. Heard, entered into an amended employment agreement that provides for a severance payment equal to 1.75 times his respective base salary upon his termination without cause or a voluntary termination with good cause. The employment agreement also establishes benefits that would be accrued in the event of death or disability.

The awards of restricted stock units (“RSUs”) which the Company has made to its executive officers under the Long-term ~~Equity~~ Incentive Plan (see Compensation Discussion & Analysis above) provide that the RSUs will be paid in shares of the Company’s stock if the employment of the executive officer is terminated by the Company without cause or by the CEO ~~and COO~~ for “good reason”. Similarly, the RSUs awarded to the executive officers to make their retirement benefits more competitive (see Compensation Discussion & Analysis above) provide that their RSUs will be paid in shares of the Company’s stock if their employment is terminated by the Company without cause. In each case, a termination without cause will be considered to have occurred if the executive officer is terminated for any reason other than a determination by the Compensation Committee that the executive officer has engaged in egregious acts or omissions which have resulted in material injury to the Company and its business.

The awards of performance stock units (“PSUs”) which the Company has made to its executive officers under the Long-term Equity Incentive Plan (see Compensation Discussion & Analysis above) provide that if employment of an executive officer is terminated after the executive officer has attained age 60 and completed at least five years of service to the Company, the executive officer will be entitled to payment for the PSUs earned prior to termination. Additionally, the awards of PSUs provide that if a change in control of the Company occurs, the executive officers will be entitled to payment for PSUs earned prior to the change in control together with payment, at the targeted performance level, for performance periods ending after the date the change in control occurs.

The Company has also entered into change in control agreements (the “Change in Control Agreements”) with the ~~Chairman and~~ CEO, Senior Vice President and Chief Financial Officer (“CFO”), and Senior Vice President of Human Resources and Organizational Development (“SVP of HR”). All Change in Control Agreements contain double trigger payment provisions. Accordingly, upon the occurrence of a change in control and termination of employment, the ~~Chairman and~~ CEO, CFO, and SVP of HR are entitled to receive a lump sum severance payment equal to 275%, 200%, and 100%, respectively, of their annual cash compensation.

The Change in Control Agreements define annual cash compensation as the sum of (i) the executive’s annual base salary, including any deferred cash compensation, during the calendar year preceding the year when the change of control occurred and (ii) the highest annual bonus paid to him during the three years immediately preceding the year in which the change in control occurs. The payments and benefits payable in the event of a change in control are not subject to any limitations that would prevent them from being considered “excess parachute payments” subject to excise or corporate tax deduction disallowance under the Internal Revenue Code. Therefore, the lump sum payments could require excise tax payments on the part of the executive, and result in a deduction disallowance on the part of our Company. ~~As noted above, the Company~~ ~~will not~~ ~~reimburse the executive officers for excise tax payments made regarding compensation received as a result of the Change in Control Agreements.~~

In all Change in Control Agreements, a change in control will be deemed to occur if: (i) any person or group, other than ~~members~~an affiliate of the ~~Lipke family,~~Company, acquires 35% or more of the common stock of our Company without approval of the Board of Directors; (ii) there is a change in a majority of the members of the Board of Directors in any twelve-month period and the new directors were not endorsed by the majority of the old directors; or (iii) we enter into certain merger or consolidation ~~transactions; or (iv) we enter into a contract in which we agree to merge or consolidate,~~transactions, and the executive’s employment is terminated without cause or the executive resigns for good reason.

The Company also entered into a change in control agreement with the COO and modified the employment agreements of the CEO and COO in January 2015. Since this Definitive Proxy Statement presents information about potential payments on termination and change in control transactions as of December 31, 2014, these agreements were not considered in the disclosures below.

The following tables set forth the amount of compensation which would be payable to the executive officers upon a termination of their employment under the circumstances described. Except for retirement, the amounts payable have been determined as if the employment of the executive officer was terminated on December 31, ~~2014,~~2015, on which date, the closing price per share of the Company’s stock was ~~$16.26.~~$25.44. With respect to amounts payable at retirement, we have assumed that the executive officer retired on December 31, ~~2014~~2015 and that, at the time of such retirement, he satisfied the applicable age and service requirements for payment of a retirement benefit under the applicable benefit program.

3836

Payments upon Termination of Employment

~~Brian J. Lipke~~

Source of Payment Voluntary Termination Voluntary Termination for Good Reason Retirement Termination Without Cause Termination for Cause Death Disability
Employment Agreement (1) $ 400,685
$ 3,782,155
$ 400,685
$ 3,782,155
$ 400,685
$ 1,272,469
$ 1,036,475
Salary Continuation Agreement (2) $ 1,000,000
$ 1,000,000
$ 1,000,000
$ 1,000,000
$ 1,000,000
$ 1,000,000
$ 1,000,000
Long-term Incentive Plan (3) $ 3,366,096
$ 3,616,711
$ 3,366,096
$ 3,616,711
$ 3,366,096
$ 3,616,711
$ 3,616,711
Non-equity Incentive Compensation (4) $ —
$ —
$ 261,324
$ —
$ —
$ 261,324
$ 261,324
401(k) Restoration Plan (5) $ 16,006
$ 16,006
$ 16,006
$ 16,006
$ 16,006
$ 16,006
$ 16,006
Tax Gross Up Payment (6) $ 2,478,785
$ 2,478,785
$ 2,478,785
$ 2,478,785
$ 2,478,785
$ 2,478,785
$ 2,478,785
Total $ 7,261,572
$ 10,893,657
$ 7,522,896
$ 10,893,657
$ 7,261,572
$ 8,645,295
$ 8,409,301

~~(1)~~

The amount shown under the voluntary termination for good reason and the termination without cause columns represent the sum of the one-time payment of $3,381,470 that would be made upon Mr. Lipke’s termination for those reasons and the present value of the annual medical insurance premiums that are provided for by his employment agreement. The amount shown under the death column represents the one-time payment that would be made in the event of his death plus the present value of medical insurance premiums for his spouse. The amount shown under the disability column represents the current value of the annual payment and present value of annual medical insurance benefits provided for by Mr. Lipke’s employment agreement. The disability payment of $635,790, calculated as defined in his employment agreement, is payable annually for the remainder of Mr. Lipke’s life, and is reduced by amounts he would receive from the federal and state governments and insurance, pension, or profit sharing plans maintained by the Company. Annual payment of medical insurance premiums would continue for Mr. Lipke and his spouse if he voluntarily terminates, voluntarily terminates for good reason, retires, was terminated without cause, or becomes disabled, and for his spouse in the event of his death.


~~(2)~~	~~The amounts shown in this row are payable in ten equal annual installments of $100,000. This benefit is fully vested.~~

~~(3)~~

The amounts shown in this row represent the market value of restricted stock units (“RSUs”) and performance stock units (“PSUs”) that vested or would vest upon the occurrence of the events in each column as of December 31, 2014. The actual payments of RSUs and PSUs occur six months after the event occurs and three years after grant, respectively, except for death, in which case payment is immediate.


~~(4)~~	~~The amounts shown in this row represent the amount earned under the Management Incentive Compensation Program for 2014.~~


~~(5)~~	The amounts shown in this row represent the balance of Mr. Lipke’s 401(k) Restoration Plan account as of December 31, 2014, which may be paid six months after the event in either a lump sum as the balance is below $25,000, or in annual installments over a period of five to ten years, except in the event of Mr. Lipke’s death, in which case the amount would be paid immediately.


~~(6)~~	~~The amounts shown in this row represent the tax gross up payable with respect to outstanding retirement-based restricted stock units.~~

Frank G. Heard


Source of Payment	Voluntary Termination		Voluntary Termination for Good Reason		Retirement		Termination without Cause		Termination for Cause		Death		Disability		Voluntary Termination		Voluntary Termination for Good Reason		Retirement		Termination without Cause		Termination for Cause		Death		Disability
Employment Agreement (1)	$	110,959	$	787,500	$	—	$	787,500	$	—	$	—	$	270,000	$	167,671	$	1,190,000	$	—	$	1,190,000	$	—	$	—	$	408,000
Long-term Incentive Plan (2)	$	—	$	1,084,168	$	—	$	1,084,168	$	—	$	1,084,168	$	1,084,168
Non-equity Incentive Compensation (3)	$	96,075	$	96,075	$	168,131	$	96,075	$	—	$	96,075	$	96,075
Management Stock Purchase Plan (2)															$	308,397	$	308,397	$	493,853	$	308,397	$	308,397	$	308,397	$	308,397
Long-term Incentive Plan (3)															$	—	$	5,394,129	$	—	$	5,394,129	$	—	$	5,394,129	$	5,394,129
Non-equity Incentive Compensation (4)															$	1,020,000	$	1,020,000	$	1,785,000	$	1,020,000	$	—	$	1,020,000	$	1,020,000
Total	$	207,034	$	1,967,743	$	168,131	$	1,967,743	$	—	$	1,180,243	$	1,450,243	$	1,496,068	$	7,912,526	$	2,278,853	$	7,912,526	$	308,397	$	6,722,526	$	7,130,526

(1)

The amount shown under the voluntary termination column represents 90 days of severance pay. The amount shown under the voluntary termination for good reason and the termination without cause columns represent the aggregate payments that would be made upon Mr. Heard’s termination for those reasons, equal to 175% of his salary. The amount shown under the disability column represents the current value of the annual payment provided for by Mr. Heard’s employment agreement. The disability payment of $408,000, calculated as defined in his employment agreement, is payable annually until Mr. Heard reaches 65 years of age, and is reduced by amounts he would receive from the federal and state governments and insurance, pension, or profit sharing plans maintained by the Company.

shown under the disability column represents the current value of the annual payment provided for by Mr. Heard’s employment agreement. The disability payment of $270,000, calculated as defined in his employment agreement, is payable annually until Mr. Heard reaches 65 years of age, and is reduced by amounts he would receive from the federal and state governments and insurance, pension, or profit sharing plans maintained by the Company.

(2)

The amounts shown in this row represent the market value of restricted stock units that would vest and convert to a cash balance upon the occurrence of the events in each column. The amount is payable in accordance with his deferral election, with interest compounding at the average of quarterly ten-year treasury rates plus two percent (2%) on the undistributed balance of his deferral. Mr. Heard is not over sixty (60) years old, and therefore would not vest in the Company’s matching contributions upon the occurrence of the events shown in each column except retirement which presumes Mr. Heard is sixty (60) years of age.

(3)

The amounts shown in this row represent the market value of non-qualified stock options, restricted stock units (“RSUs”), and performance stock units (“PSUs”) that vested or would vest upon the occurrence of the events in each column as of December 31, ~~2014.~~2015. The actual payments of RSUs and PSUs occur six months after the event occurs and three years after grant, respectively, except for death, in which case payment is immediate.

~~(3)~~(4)

The amounts shown in this row represent the amount earned under the Management Incentive Compensation ~~Program~~Plan for ~~2014~~2015 which was deferred into the Management Stock Purchase Plan by Mr. Heard ~~on February 27, 2015~~ and therefore the amount in the retirement column includes the Company match as we assume Mr. Heard is over sixty (60) to calculate retirement payments. It is the Company’s policy to pay amounts due under the Management Incentive Compensation ~~Program~~Plan to participants on a prorated basis when their employment is terminated without cause.

Kenneth W. Smith



Source of Payment	Voluntary Termination		Retirement		Termination Without Cause		Termination for Cause		Death		Disability
Supplemental Salary Continuation Plan (1)	$	—	$	—	$	—	$	—	$	—	$	59,231
Management Stock Purchase Plan (2)	$	3,389,120	$	3,389,120	$	3,389,120	$	3,389,120	$	3,389,120	$	3,389,120
Long-term Incentive Plan (3)	$	1,107,762	$	1,107,762	$	2,945,466	$	1,107,762	$	3,905,716	$	3,905,716
Non-equity Incentive Compensation (4)	$	—	$	606,375	$	606,375	$	—	$	606,375	$	606,375
Total	$	4,496,882	$	5,103,257	$	6,940,961	$	4,496,882	$	7,901,211	$	7,960,442

Source of Payment Voluntary Termination Retirement Termination Without Cause Termination for Cause Death Disability
Supplemental Salary Continuation Plan (1) $ —
$ —
$ —
$ —
$ —
$ 57,630
Management Stock Purchase Plan (2) $ 2,364,974
$ 2,364,974
$ 2,364,974
$ 2,364,974
$ 2,364,974
$ 2,364,974
Long-term Incentive Plan (3) $ 715,493
$ 715,493
$ 1,202,171
$ 715,493
$ 1,202,171
$ 1,202,171
Non-equity Incentive Compensation (4) $ —
$ 168,131
$ 168,131
$ —
$ 168,131
$ 168,131
Total $ 3,080,467
$ 3,248,598
$ 3,735,276
$ 3,080,467
$ 3,735,276
$ 3,792,906


(1)	The amount shown in the disability column represents payments Mr. Smith would receive under the Supplemental Salary Continuation Plan. This plan, a supplement to our short-term disability coverage, covers all full-time employees in our corporate offices. Mr. Smith qualifies for eight weeks of salary continuation under this plan based on years of service.

(2)

The amounts shown in this row represent the market value of restricted stock units that would vest and convert to a cash balance upon the occurrence of the events in each column. The amount is payable in accordance with his deferral election, with interest compounding at the average of quarterly ten-year treasury rates plus two percent (2%) on the undistributed balance of his deferral. Mr. Smith is over sixty (60) years old, and therefore will vest in the Company’s matching contributions upon the occurrence of the events shown in each column.

(3)

(4)

The amounts shown in this row represent the amount earned under the Management Incentive Compensation ~~Program~~Plan for ~~2014~~2015 which was deferred into the Management Stock Purchase Plan by Mr. Smith ~~on February 27, 2015~~ and therefore includes the vested Company match as Mr. Smith is over sixty (60). It is the Company’s policy to pay amounts due under the Management Incentive Compensation ~~Program~~Plan to participants on a prorated basis when their employment is terminated without cause.

Paul M. Murray



Source of Payment	Voluntary Termination		Retirement		Termination Without Cause		Termination for Cause		Death		Disability
Supplemental Salary Continuation Plan (1)	$	—	$	—	$	—	$	—	$	—	$	73,846
Management Stock Purchase Plan (2)	$	1,546,128	$	1,546,128	$	1,546,128	$	1,546,128	$	1,546,128	$	1,546,128
Long-term Incentive Plan (3)	$	710,842	$	710,842	$	1,744,253	$	710,842	$	1,744,253	$	1,744,253
Non-equity Incentive Compensation (4)	$	—	$	220,500	$	220,500	$	—	$	220,500	$	220,500
401(k) Restoration Plan (5)	$	31,369	$	31,369	$	31,369	$	31,369	$	31,369	$	31,369
Total	$	2,288,339	$	2,508,839	$	3,542,250	$	2,288,339	$	3,542,250	$	3,616,096

Source of Payment Voluntary Termination Retirement Termination Without Cause Termination for Cause Death Disability
Supplemental Salary Continuation Plan (1) $ —
$ —
$ —
$ —
$ —
$ 68,615
Management Stock Purchase Plan (2) $ 1,077,161
$ 1,077,161
$ 1,077,161
$ 1,077,161
$ 1,077,161
$ 1,077,161
Long-term Incentive Plan (3) $ 465,010
$ 465,010
$ 659,707
$ 465,010
$ 659,707
$ 659,707
Non-equity Incentive Compensation (4) $ —
$ 58,322
$ 58,322
$ —
$ 58,322
$ 58,322
401(k) Restoration Plan (5) $ 32,609
$ 32,609
$ 32,609
$ 32,609
$ 32,609
$ 32,609
Total $ 1,574,780
$ 1,633,102
$ 1,827,799
$ 1,574,780
$ 1,827,799
$ 1,896,414


(1)	The amount shown in the disability column represents payments Mr. Murray would receive under the Supplemental Salary Continuation Plan. This plan, a supplement to our short-term disability coverage, covers all full-time employees in our corporate offices. Mr. Murray qualifies for sixteen weeks of salary continuation under this plan based on years of service.

(2)

The amounts shown in this row represent the market value of restricted stock units that would vest and convert to a cash balance upon the occurrence of the events in each column. The amount is payable in accordance with his deferral election, with interest compounding at the average of quarterly ten-year treasury rates plus two percent (2%) on the undistributed balance of his deferral. Mr. Murray is over sixty (60) years old, and therefore will vest in the Company’s matching contributions upon the occurrence of the events shown in each column.

(3)

The amounts shown in this row represent the market value of restricted stock units (“RSUs”) and performance stock units (“PSUs”) that vested or would vest upon the occurrence of the events in each column as of December 31, ~~2014.~~2015. The actual payments of RSUs and PSUs occur six months after the event occurs and three years after grant, respectively, except for death, in which case payment is immediate.

(4)

The amounts shown in this row represent the amount earned under the Management Incentive Compensation ~~Program~~Plan for ~~2014~~2015 which was deferred into the Management Stock Purchase Plan by Mr. Murray ~~on February 27, 2015~~ and therefore includes the vested Company match as Mr. Murray is over sixty (60). It is the Company’s policy to pay amounts due under the Management Incentive Compensation ~~Program~~Plan to participants on a prorated basis when their employment is terminated without cause.


(5)	The amounts represent the balance of Mr. Murray’s 401(k) Restoration Plan account as of December 31, ~~2014,~~2015, which may be paid six months after the event in annual installments over a period of five to ten years, except in the event of Mr. Murray’s death, in which case the amount would be paid immediately.

Timothy F. Murphy



Source of Payment	Voluntary Termination		Retirement		Termination Without Cause		Termination for Cause		Death		Disability
Supplemental Salary Continuation Plan (1)	$	—	$	—	$	—	$	—	$	—	$	63,077
Management Stock Purchase Plan (2)	$	311,650	$	463,867	$	311,650	$	311,650	$	311,650	$	311,650
Long-term Incentive Plan (3)	$	116,970	$	858,312	$	1,018,685	$	116,970	$	1,018,685	$	1,018,685
Non-equity Incentive Compensation (4)	$	—	$	134,531	$	76,875	$	—	$	76,875	$	76,875
Total	$	428,620	$	1,456,710	$	1,407,210	$	428,620	$	1,407,210	$	1,470,287

Source of Payment Voluntary Termination Retirement Termination Without Cause Termination for Cause Death Disability
Supplemental Salary Continuation Plan (1) $ —
$ —
$ —
$ —
$ —
$ 57,458
Management Stock Purchase Plan (2) $ 224,528
$ 328,852
$ 224,528
$ 224,528
$ 224,528
$ 224,528
Long-term Incentive Plan (3) $ —
$ 269,916
$ 369,492
$ —
$ 369,492
$ 369,492
Non-equity Incentive Compensation (4) $ —
$ 27,448
$ 19,962
$ —
$ 19,962
$ 19,962
Total $ 224,528
$ 626,216
$ 613,982
$ 224,528
$ 613,982
$ 671,440


(1)	The amount shown in the disability column represents payments Mr. Murphy would receive under the Supplemental Salary Continuation Plan. This plan, a supplement to our short-term disability coverage, covers all full-time employees in our corporate offices. Mr. Murphy qualifies for ~~eight~~sixteen weeks of salary continuation under this plan based on years of service.

(2)

The amounts shown in this row represent the market value of restricted stock units that would vest and convert to a cash balance upon the occurrence of the events in each column. The amount is payable in accordance with his deferral election, with interest compounding at the average of quarterly ten-year treasury rates plus two percent (2%) on the undistributed balance of his deferral. Mr. Murphy is not over sixty (60) years old, and therefore would not vest in the Company’s matching contributions upon the occurrence of the events shown in each column except retirement which presumes Mr. Murphy is sixty (60) years of age.

(3)

The actual payments of RSUs and PSUs occur six months after the event occurs and three years after grant, respectively, except for death, in which case payment is immediate. The amount shown in the retirement column presumes Mr. Murphy is sixty (60) years old.

(4)

The amounts shown in this row represent the amount earned under the Management Incentive Compensation ~~Program~~Plan for ~~2014~~2015 which was deferred into the Management Stock Purchase Plan by Mr. Murphy ~~on February 27, 2015~~ and therefore the amount in the retirement column includes the Company match as we assume Mr. Murphy is over sixty (60) to calculate retirement payments. It is the Company’s policy to pay amounts due under the Management Incentive Compensation ~~Program~~Plan to participants on a prorated basis when their employment is terminated without cause.

Payments upon Change in Control

The following tables set forth the amount of compensation which would be payable to the executive officers of the Company with whom the Company has entered into Change in Control Agreements as described above. For purposes of the payments to be made upon a change in control, the tables reflect amounts which would be paid to the executive officers if the change in control occurred and the executive officers were terminated on December 31, ~~2014,~~2015, on which date, the closing price per share of the Company’s stock was ~~$16.26.~~$25.44.

~~Brian J. Lipke~~

Frank G. Heard


Lump Sum Cash Payment	Lump Sum Cash Payment	Value of Retirement RSUs		Value of LTIP RSUs (1)		Value of LTIP PSUs (2)		401(k) Restoration Plan Payment		Non-equity Incentive Compensation		Tax Gross Up Payment (3)		Total		Lump Sum Cash Payment	Value of MSPP RSUs		Value of Outstanding Options		Value of LTIP RSUs (1)		Value of LTIP PSUs (2)		Non-equity Incentive Compensation		Total
$	3,719,617	$	2,439,000	$	250,615	$	927,096	$	16,006	$	261,324	$	2,478,785	$	10,092,443	4,675,000	$	493,853	$	—	$	2,459,870	$	2,934,259	$	1,785,000	$	12,347,982


(1)	Represents the value of LTIP RSUs currently issued.


(2)	Represents the value of LTIP PSUs ~~that were earned during~~currently issued, adjusted for actual performance relative to the ~~2012, 2013~~2014 and ~~2014~~2015 performance periods.


~~(3)~~	~~Represents a tax gross up payment related to Mr. Lipke’s Retirement RSUs.~~

~~Frank G. Heard~~Kenneth W. Smith



Lump Sum Cash Payment		Value of MSPP RSUs		Value of Retirement RSUs		Value of Outstanding Options		Value of LTIP RSUs (1)		Value of LTIP PSUs (2)		Non-equity Incentive Compensation		Excise Tax Gross-up (3)		Total
$	1,463,000	$	3,389,120	$	763,200	$	—	$	957,918	$	2,184,600	$	606,375	$	855,840	$	10,220,053

Lump Sum Cash Payment Value of LTIP RSUs (1) Value of LTIP PSUs (2) Non-equity Incentive Compensation Total
$ —
$ 1,084,168
$ —
$ 168,131
$ 1,252,299


(1)	Represents the value of LTIP RSUs currently issued.


(2)	Represents the value of LTIP PSUs ~~that were earned during~~currently issued, adjusted for actual performance relative to the 2013, 2014, and 2015 performance periods.


(3)	Mr. Smith's Change in Control Agreement includes a provision to provide a tax gross-up payment in the event any excise taxes are due on a change in control payment.

~~Kenneth W. Smith~~

Paul M. Murray



Lump Sum Cash Payment		Value of MSPP RSUs		Value of Retirement RSUs		Value of LTIP RSUs (1)		Value of LTIP PSUs (2)		401(k) Restoration Plan Payment		Non-equity Incentive Compensation		Total
$	366,000	$	1,546,128	$	585,120	$	213,085	$	946,048	$	31,369	$	220,500	$	3,908,250

Lump Sum Cash Payment Value of Retirement RSUs Value of MSPP RSUs Value of LTIP RSUs (1) Value of LTIP PSUs (2) Non-equity Incentive Compensation Total
$ 1,223,960
$ 406,500
$ 2,364,974
$ 405,378
$ 390,293
$ 168,131
$ 4,959,236


(1)	Represents the value of LTIP RSUs currently issued.


(2)	Represents the value of LTIP PSUs ~~that were earned during~~currently issued, adjusted for actual performance relative to the ~~2012,~~ 2013, 2014, and ~~2014~~2015 performance periods.

~~Paul M. Murray~~

Lump Sum Cash Payment Value of Outstanding Options Value of Retirement RSUs Value of MSPP RSUs Value of LTIP RSUs (1) Value of LTIP PSUs (2) 401(k) Restoration Plan Payment Non-equity Incentive Compensation Total
$ 302,238
$ —
$ 308,940
$ 1,077,161
$ 129,657
$ 221,111
$ 32,609
$ 58,322
$ 2,130,038


~~(1)~~	~~Represents the value of LTIP RSUs currently issued.~~

4239


~~(2)~~	~~Represents the value of LTIP PSUs that were earned during the 2012, 2013 and 2014 performance periods.~~

Timothy F. Murphy



Lump Sum Cash Payment		Value of MSPP RSUs		Value of Retirement RSUs		Value Outstanding Options		Value of LTIP RSUs (1)		Value of LTIP PSUs (2)		Non-equity Incentive Compensation		Total
$	—	$	463,867	$	343,440	$	35,520	$	160,374	$	479,352	$	134,531	$	1,617,084

Lump Sum Cash Payment Value Outstanding Options Value of Retirement RSUs Value of MSPP RSUs Value of LTIP RSUs (1) Value of LTIP PSUs (2) Non-equity Incentive Compensation Total
$ —
$ —
$ 219,510
$ 328,852
$ 42,666
$ 107,316
$ 34,933
$ 733,277


(1)	Represents the value of LTIP RSUs currently issued.


(2)	Represents the value of LTIP PSUs ~~that were earned during~~currently issued, adjusted for actual performance relative to the ~~2012,~~ 2013, 2014, and ~~2014~~2015 performance periods.

PROPOSAL 43

APPROVAL OF THE MATERIAL TERMS OF THE

~~MANAGEMENT INCENTIVE COMPENSATION PLAN~~SPECIAL PERFORMANCE STOCK UNIT GRANT

Proposal

We seek stockholder approval of material terms of the Company’s ~~Management Incentive Compensation Plan~~special grant of Performance Stock Units (“~~MICP”~~TSR PSUs”) to the CEO and CFO on December 31, 2015 so that compensation payable under the ~~incentive plan~~performance-based equity award may qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code (“Section 162(m)”).

Section 162(m) limits the deduction that a publicly-held corporation may claim for compensation paid to its Chief Executive Officer and certain other executive officers (“Covered Employees”). Section 162(m) generally provides that amounts paid to a Covered Employee in excess of $1 million are not deductible.

The deduction limitation of Section 162(m) does not apply to “performance-based compensation.” Compensation can qualify as “performance-based” under Section 162(m) only if a number of requirements are satisfied. One requirement of Section 162(m) is that the Company’s stockholders must approve the material terms of the performance criteria pursuant to which the compensation is payable. For this purpose, the material terms of the performance criteria must include (1) the employees eligible to receive performance-based compensation, (2) the business criteria on which the performance targets may be based, and (3) the maximum amount that an employee may receive for achieving the performance goals. Section 162(m) also requires that the material terms of the performance criteria be submitted to stockholders on a recurring basis.

TSR PSU awards are intended to provide compensation that qualifies as performance-based compensation under Section 162(m). Stockholders are being asked to approve material terms of the special TSR PSU grants in accordance with the regulations so compensation under the TSR PSU awards can qualify as performance-based compensation that is deductible by the Company without regard to the limitation of Section 162(m).

Purpose

The objective of the special TSR PSU awards was to provide meaningful financial incentives to the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") of the Company consistent with interests of our stockholders. The Compensation Committee sought to accomplish this objective by providing the CEO and CFO a grant of TSR PSUs that may convert into shares of Gibraltar stock based upon achievement of the Company's total stockholder return relative to a peer group of companies. The Compensation Committee believes the TSR PSU awards closely align executive compensation with stockholder value creation.

Description of the Special PSU Grant

The PSUs are earned by the CEO and CFO based on the Company's relative total stockholder return ("TSR") generated over a performance period beginning January 1, 2016 and ending December 31, 2018 compared to the TSR of companies within the S&P SmallCap 600 Industrial Sector Index. The payout factor applied to the target TSR PSUs granted is based upon meeting a threshold of the 40^th percentile. At the 40^th percentile, 100% of the TSR PSUs will be issuable. If Gibraltar's TSR does not exceed the 40^th percentile, no TSR PSUs will be issuable. A ranking between the 40^th and 90^th percentiles results in an adjustment of the number of TSR PSUs issuable on a straight-line basis until the maximum award limit is reached at the 90th percentile where the executive will be entitled to the issuance of 150% of the TSR PSUs awarded. All awards will be settled in shares of Gibraltar stock upon vesting on December 31, 2018.

The number of PSUs granted, performance criteria, targeted and threshold performance levels were established by the Compensation Committee of the Board of Directors. The Compensation Committee believes the long-term equity based incentive compensation structure described above promotes the interests of the Company's stockholders by providing incentives to the CEO and CFO to maximize the Company's TSR.

Eligible Employees

The special PSU grant was made to the CEO and CFO on December 31, 2015.

Performance Goals

The incentive compensation earned under the PSU grant is intended to qualify as performance-based compensation within the meaning of Section 162(m) and will be subject to attainment of performance targets relating to the performance criteria identified by the Compensation Committee. The performance goal is based solely on TSR relative to a peer group as described above.

Maximum Amount of Compensation that Can Be Paid to an Individual Under the Performance Goal

The maximum number of PSUs that may be converted to stock for the CEO and CFO is set equal to 150% of the PSUs granted.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE MATERIAL TERMS OF THE SPECIAL PSU GRANT IN PROPOSAL 3.

PROPOSAL 4

APPROVAL OF THE MATERIAL TERMS OF THE

MANAGEMENT INCENTIVE COMPENSATION PLAN

Proposal

We seek stockholder approval of material terms of the Company’s Management Incentive Compensation Plan (“MICP”) so that compensation payable under the incentive plan may also qualify as “performance-based compensation” under Section 162(m).

As noted above, compensation can qualify as “performance-based” under Section 162(m) only if a number of requirements are satisfied. One requirement of Section 162(m) is that the Company’s stockholders must approve the material terms of the performance criteria pursuant to which the compensation is payable. For this purpose, the material terms of the performance criteria must include (1) the employees eligible to receive performance-based compensation, (2) the business criteria on which the performance targets may be based, and (3) the maximum amount that an employee may receive for achieving the performance goals. Section 162(m) also requires that the material terms of the performance criteria be submitted to stockholders on a recurring basis.

The MICP is intended to provide annual incentive compensation that qualifies as performance-based compensation under Section 162(m). Stockholders are being asked to approve material terms of the MICP in accordance with the regulations so compensation under the MICP can qualify as performance-based compensation that is deductible by the Company without regard to the limitation of Section 162(m).

Purpose

The objectives of the MICP are to provide meaningful financial incentives to executive officers and other key employees of the Company and its subsidiaries consistent with interests of ~~the Company’s~~our stockholders. The Compensation Committee seeks to accomplish this objective by providing annual cash awards to ~~the~~ executive officers and key employees of the Company based upon achievement of established financial ~~targets.~~targets and strategic goals. The Company believes the MICP aligns management compensation with stockholder value creation.

Description of the Management Incentive Compensation Plan

In ~~the~~ administration of the MICP, a targeted annual incentive compensation award (which is equal to a stated percentage of a ~~participant’s~~participant's annual base salary) is established for each participant. Participants are entitled to payment of their targeted annual incentive compensation award if the level of performance achieved by the participant and the Company with respect to objective performance criteria is equal to targeted performance established for each performance criteria. Adjustments are made to the performance levels achieved by the Company with respect to the applicable performance criteria to eliminate the effects of restructuring charges and other non-routine transactions. The actual annual incentive compensation award which is paid to ~~participants~~each participant may be greater than or less than the targeted annual incentive compensation award to reflect the relationship between the actual level of performance achieved by the participant and the Company and the targeted level of performance. Participants will not be entitled to any annual incentive compensation award under the MICP if threshold performance levels established for the performance criteria are not achieved.

With respect to the ~~Company’s~~Company's executive officers, the targeted annual incentive compensation awards, performance criteria, targeted and threshold performance levels and relative weights to be attributed to each performance ~~criterion~~criteria under the MICP were established by the Compensation Committee of the Board of Directors through an analysis of historical performance of the Company, analysis of similar companies, and stretch performance criteria. These targeted incentives, performance criteria, targeted and threshold performance levels, and relative weights are reviewed by the Compensation Committee on an annual basis and adjusted accordingly. With respect to participants in the MICP who are not executive officers of the Company, the targeted incentives, performance criteria, targeted and threshold performance levels, and relative weights are established to ~~mirror~~closely replicate the MICP elements established for the executive officers.

Eligible Employees

The MICP is provided to executive officers and other key management of the Company and its subsidiaries identified by senior management. Approximately 50 members of management participate in the MICP which includes managers that our executive officers believe have the ability to improve financial results in order to generate stockholder value.

Performance Goals

The annual incentive compensation earned under the MICP is intended to qualify as performance-based compensation within the meaning of Section 162(m) and will be subject to attainment of performance targets relating to the performance criteria identified by the Compensation Committee and management. Performance goals must be based solely on one or more of the following business criteria: (i) adjusted earnings per share, (ii) adjusted operating income as a percentage of sales, (iii) adjusted operating income, ~~and~~ (iv) days of working ~~capital.~~capital, and (v) participant achievement of strategic goals. Any of these performance criteria may be used to measure the performance of the Company as a whole or any business unit or division of the Company.

Maximum Amount of Compensation that Can Be Paid to an Individual Under the Performance Goal

The maximum achievement under each performance ~~goal~~criteria is ~~limited to a payout of~~capped at 150% of target.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE MATERIAL TERMS OF THE MANAGEMENT INCENTIVE COMPENSATION PLAN IN PROPOSAL 4.

PROPOSAL 5

APPROVAL OF THE MATERIAL TERMS OF THE

ANNUAL PERFORMANCE STOCK UNIT GRANT

Proposal

We seek stockholder approval of material terms of the Company's annual grant of performance-based equity awards of Performance Stock Units ("PSUs") so that compensation payable under the performance-based equity award may qualify as "performance-based compensation" under Section 162(m).

PSU awards are intended to provide compensation that qualifies as performance-based compensation under Section 162(m). Stockholders are being asked to approve the material terms of annual PSU grants in accordance with the regulations so compensation under PSU awards can qualify as deductible performance-based compensation not subject to the limitation of Section 162(m).

Purpose

The objectives of PSU awards are to provide meaningful financial incentives to executive officers and other key employees of the Company and its subsidiaries consistent with interests of the Company's stockholders. The Compensation Committee seeks to accomplish this objective by providing executive officers and key employees of the Company with PSUs that may be converted into cash if the Company achieves certain targeted levels of performance. The Company believes PSU awards align management compensation with stockholder value creation.

4542

Description of the Performance Stock Unit Grant

PSUs are earned by executive officers based on the Company's return on invested capital ("ROIC") for the annual performance period beginning January 1 and ending December 31 against targets set by the Compensation Committee. Payment of the performance units awarded is to be made in January following a three year vesting period ending December 31 and will be set equal to an amount determined from the number of units earned for the performance period, multiplied by the average closing price of the Company's common stock during the period beginning October 1 and ending December 31 immediately preceding the payment of the awards.

If the Company's ROIC for a performance period is less than the threshold set by the Compensation Committee, the number of performance units earned for the performance period will be zero. If the Company's ROIC for a performance period is greater than the threshold, the Company's ROIC will be compared to the ROIC target. If the Company's ROIC is equal to target, the executive officers will earn performance units equal to the targeted award. If the Company's ROIC for the applicable performance period is less than target, the number of performance units earned by executive officers will be less than the targeted number of performance share units with the possibility of not earning any performance units. Conversely, if the Company's ROIC for a performance period exceeds target, the number of performance units earned by the executive officers will be increased up to a maximum of two hundred percent (200%) of the targeted performance unit award.

The Compensation Committee believes that the long-term equity based incentive compensation structure described above promotes the interests of the Company's stockholders by providing incentives to executive officers and other key employees to continue their employment with the Company and improve return on invested capital, which we believe will lead to shareholder value creation. Furthermore, executive officers are provided an incentive to increase the value of the Company's common stock over the long term because final payment of this long-term equity based incentive compensation program is based on the price of the Company's common stock at the time of payment.

Eligible Employees

The annual PSU grant is awarded to executive officers and other key management of the Company and its subsidiaries identified by senior management. Approximately 15 employees are awarded PSUs which include members of senior management that our executive officers believe have the ability to improve return on invested capital and the value of the Company.

Performance Goals

The incentive compensation earned under the annual PSU grant that is intended to qualify as performance-based compensation within the meaning of Section 162(m) is subject to attainment of performance targets relating to the performance criteria identified by the Compensation Committee and senior management. As noted above, the performance targets are based on a comparison of the Company's ROIC for each annual performance period against the targeted ROIC for each performance period. Payment of the performance units awarded is to be made in January following a three year vesting period ending December 31 and is to be determined by multiplying the number of PSUs earned for the performance period by the average closing price of the Company's common stock during the period beginning October 1 and ending December 31 immediately preceding the payment of the awards.

Maximum Amount of Compensation that Can Be Paid to an Individual Under the Performance Goal

Consistent with the Gibraltar Industries, Inc. 2015 Equity Incentive Plan, the maximum number of PSUs that may be credited to an individual for performance that exceeds the Index's performance is capped at two hundred percent (200%) of the PSUs granted. Additionally, the maximum amount payable to an executive officer receiving a PSU award will not exceed five times the grant date fair value of the award.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE MATERIAL TERMS OF THE ANNUAL PERFORMANCE STOCK UNIT GRANT IN PROPOSAL 5.

PROPOSAL 56

ADOPTION OF THE GIBRALTAR INDUSTRIES, INC. ~~2015 EQUITY INCENTIVE~~2016

STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

On March ~~20, 2015,~~24, 2016, the Board of Directors approved the adoption of the Gibraltar Industries, Inc., ~~2015 Equity Incentive~~2016 Stock Plan for Non-Employee Directors (the ~~“2015 Equity Incentive~~“2016 Director Plan” or the “Plan”). The ~~2015 Equity Incentive~~2016 Director Plan provides for the issuance of up to ~~1,250,000~~100,000 shares of Common Stock. Pursuant to the terms of the ~~2015 Equity Incentive~~2016 Director Plan, the Board of Directors is seeking stockholder approval of the ~~2015 Equity Incentive Plan, which approval, if obtained, will include approval of the Management Stock Purchase Plan described below.~~Plan.

The Board of Directors believes there are a number of reasons to vote FOR the adoption of the ~~2015 Equity Incentive~~2016 Director Plan as summarized below.

Our success depends on providing competitive equity compensation to attract and retain ~~employees.~~directors. Our ~~talented employee base and~~ ability to attract and retain ~~high caliber personnel~~high-caliber directors will directly influence how well the Company carries out its strategic plan and creates stockholder value. To compete for talented ~~people,~~leaders, we strive to provide ~~employees~~directors with competitive compensation packages including equity compensation. ~~Further,~~

We provide our directors with different equity awards. The Gibraltar Industries, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) permits the issuance of a variety of equity awards that allows the Compensation Committee ~~believes equity-based~~to provide employees with equity compensation ~~under our Long Term Incentive~~that is both time-based and performance-based. The 2016 Director Plan is designed to permit the issuance of stock to our directors and provide for features that differ from our 2015 Plan. The Compensation Committee determined it should have flexibility to issue shares of stock to non-employee directors that immediately vest in response to a ~~critical component~~change in the structure of ~~compensation~~the Board under which ~~promotes our pay-for-performance philosophy.~~the directors are subject to annual elections.

We carefully manage our equity incentive plan. Currently, the maximum shares that may be issued under the ~~Gibraltar Industries, Inc. 2005 Equity Incentive~~2015 Plan ~~(the “2005 Plan”)~~ is ~~3,000,000~~1,250,000 shares. The ~~2005~~2015 Plan is the only plan from which we currently grant equity awards. As of March ~~20, 2015,~~21, 2016, under the ~~2005~~2015 Plan, ~~274,374~~598,000 shares remained available for grant. We manage our equity compensation programs to minimize stockholder dilution. Therefore, we considered our “burn rate” and “overhang” in evaluating the impact of equity awards and determining the proposed number of shares under the 2015 ~~Equity Incentive~~ Plan.


◦	Our three-year average “burn rate” for ~~2012,~~ 2013, 2014, and ~~2014~~2015 was approximately ~~1.2%~~1.1%; burn rate was calculated by dividing the number of equity awards granted in a year by the weighted average number of shares outstanding.


◦	As of December 31, ~~2014,~~2015, our “overhang” of approximately ~~1,227,000~~1,425,000 shares represented about ~~4.0%~~4.6% of our total outstanding shares; overhang was defined as the number of full value awards and options outstanding.

◦

We believe our “burn rate” and “overhang” are in line with industry norms. In addition to considering the “burn rate” and “overhang”, the Board of Directors considered a number of other factors in determining the proposed ~~1,250,000~~100,000 shares, such as proxy advisory firm guidelines, and equity award usage, and the desire for increased flexibility in awarding performance stock units in stock-settled awards as opposed to the cash-settled awards granted in the past. If all performance stock units awards are granted in stock-settled awards, we expect the 1,250,000 shares under the 2015 Equity Incentive Plan will be sufficient for two to three years depending on the performance levels achieved.usage.

~~Our 2015 Equity Incentive Plan conforms to best practices. The 2015 Equity Incentive Plan contains many features designed to address stockholder concerns related to equity plans, including:~~


◦	~~prohibitions on option and right re-pricing and cash buy-outs;~~


◦	~~prohibitions on option “re-load” features;~~


◦	~~no evergreen share reserve increases;~~


◦	~~minimum 100% fair market value exercise price for stock options and rights;~~


◦	~~minimum one-year vesting period for all awards; and~~


◦	~~the 2015 Equity Incentive Plan does not provide for tax gross-ups of any kind.~~

The following is a summary of the material features of the ~~2015 Equity Incentive~~2016 Director Plan and does not purport to be complete. The summary is subject in all respects and is qualified in its entirety by the terms of the ~~2015 Equity Incentive~~2016 Director Plan, the full text of which ~~(including the full text of the Management Stock Purchase Plan which is an integral component of the 2015 Equity Incentive Plan)~~ is set forth as Appendix A of this Proxy Statement.

Purpose

The ~~2015 Equity Incentive~~2016 Director Plan is an incentive compensation plan which allows the Company to grant equity-based incentive compensation awards to eligible participants (described below) to provide them an additional incentive to promote the business of the Company, to increase their proprietary interest in the success of the Company, to enhance long-term stockholder value, and to encourage them to remain in its ~~employ.~~service.

Eligible Participants

The individuals that are eligible to receive awards under the ~~2015 Equity Incentive~~2016 Director Plan are ~~officers and other employees~~non-employees directors that serve or served on the Board of ~~the Company and its subsidiaries, non-employee~~ Directors of the Company ~~and other independent advisors to~~during the ~~Company.~~year of grant.

Administration

The Compensation Committee administers the ~~2015 Equity Incentive~~2016 Director Plan with respect to ~~executive officers,~~ non-employee directors, other independent advisors. The Compensation Committee administers the plan with respect to all other employees, but may delegate that authority to management’s Compensation Administration Committee.directors. The administrator of the plan is referred to as the Committee.

Reservation of Common Stock

The Board of Directors has reserved ~~1,250,000~~100,000 shares of Common Stock for issuance under the ~~2015 Equity Incentive Plan consisting of 274,374 shares rolled over to the 2015 Equity Incentive Plan from the Gibraltar Industries, Inc. 2005 Equity Incentive Plan and 975,626 new shares.~~

If any award made under the plan expires or is forfeited, the shares which could have been purchased or granted under that award will be available for reissuance under the Plan. Shares applied by a recipient to cover their tax withholding obligations for all types of awards will reduce the number of shares available to be issued under the Plan. Awards issued under the Plan that settle only by payment of cash shall not reduce the number of shares to be issued under the2016 Director Plan. The number of shares of Common Stock available for issuance under the ~~2015 Equity Incentive~~2016 Director Plan and the number of shares issuable under outstanding awards will be proportionately adjusted if the number of outstanding shares of Company Common Stock changes as a result of a stock dividend, stock split, recapitalization or the like, or if the Company's Common Stock is converted as a result of a reorganization.

Types of Awards

Awards will be in the form of ~~Non-Qualified Options, Restricted Shares, Restricted Units, Performance Shares, Performance Units and Rights, all~~shares of the Company's Common Stock as defined in ~~the Plan. Incentive Stock Options are not permitted to be issued under~~ the Plan.

Terms of Awards

The Committee shall determine which eligible participants shall be granted awards, the terms and provisions of the awards, and the number of shares of Common Stock for which awards are granted. ~~All grants of awards under the 2015 Equity Incentive Plan shall have a minimum vesting period of at least one year.~~

~~Non-Qualified Options~~

~~Only non-qualified options may be issued under the Plan. Incentive stock options are not permitted to be issued.~~

~~Option Price~~. The exercise price of each option granted under the 2015 Equity Incentive Plan will be determined by the Committee at the time the option is granted, but shall not be less than 100% of the fair market value of the Common Stock on the date of the grant.

~~Option Exercise Periods~~. Options granted under the 2015 Equity Incentive Plan expire no more than ten years after the date granted. Options will not be exercisable upon termination of a holder's service with the Company, whether or not they were otherwise exercisable, unless so provided in the terms of the option award.

~~Reload Options.~~ ~~The 2015 Equity Incentive Plan expressly prohibits the issuance of options with any reload features.~~

~~Re-pricing or Cash Buyout. The 2015 Equity Incentive Plan expressly prohibits the Company from re-pricing any options or offering a cash buyout for underwater option awards.~~

~~Restricted Shares and Restricted Units~~

~~Restrictions and Restricted Period.~~ Except for awards granted under the MSPP described below, Shares or Restricted Units granted under the 2015 Incentive Equity Plan may not be sold or otherwise disposed of during a restricted period established by the Committee at the time of the grant.

4744

Federal Tax Consequences

~~Rights While Restricted Shares Remain Subject to Restrictions.~~ Holders of Restricted Shares granted under the 2015 Equity Incentive Plan shall have the right to vote Restricted Shares and receive payment of dividends on Restricted Shares during the restricted period. If provided by the terms of a restricted share award, dividends payable with respect to Restricted Shares may be used to purchase additional shares, subject to the same restrictions as the original shares.

~~Rights While Restricted Units Remain Subject to Restrictions.~~ Restricted Units do not provide any voting or cash dividend rights to the holder of such Units. However, dividends paid in shares will entitle a holder of Restricted Units to additional Restricted Units having the same restricted period as the original Restricted Units.

~~Management Stock Purchase Plan.~~ On the date that the adoption of the Gibraltar Industries, Inc. 2005 Equity Incentive Plan was approved, the Board of Directors approved the adoption of the Gibraltar Industries, Inc. Management Stock Purchase Plan to establish a framework for a specific type of Restricted Unit award under the Gibraltar Industries, Inc. 2005 Equity Incentive Plan. A similar framework has been established under the 2015 Equity Incentive Plan and is known as the Gibraltar Industries, Inc. 2015 Management Stock Purchase Plan (MSPP). The MSPP provides eligible employees of the Company and all directors with the right to defer portions of their annual bonus, salaries, and director fees to purchase Restricted Units at a price equal to the then applicable fair market value of the Company's Common Stock. If an eligible employee uses a portion of his compensation to purchase Restricted Units, the Company will make a matching award to the eligible employee equal to a percentage of the Restricted Units deferred by the participant (Matching Units).

~~Forfeiture of Restricted Shares and Restricted Units.~~ If the holder of Restricted Shares or Restricted Units terminates his service with the Company before the expiration of the restricted period, the Restricted Shares or Restricted Units will be forfeited unless otherwise specifically provided by the terms of the award. In addition, any Matching Units awarded to an eligible participant under the MSPP will be forfeited if the eligible employee's employment is terminated before age 60.

~~Payment of Restricted Shares and Restricted Units.~~ ~~Payment upon the lapse of the restricted period for Restricted Shares shall be made by the issuance~~ of shares of Common Stock. Payment upon the lapse of the restricted period for Restricted Units may be made in shares or cash, as provided for in the original instrument evidencing the award. Restricted Units awarded under the MSPP will only be paid in cash.

~~Performance Shares and Performance Units~~

~~Performance Goals and Performance Period.~~ ~~The Committee shall establish written performance goals and performance periods for each award of Performance Shares or Performance Units granted under the 2015 Incentive Equity Plan.~~

~~Rights While Performance Shares Remain Subject to the Achievement of Performance Goals.~~ Holders of Performance Shares granted under the 2015 Equity Incentive Plan shall have the right to vote Performance Shares and receive payment of dividends on Performance Shares during the performance period. However, if provided by the terms of a performance share award, dividends on Performance Shares may be used to purchase additional shares, subject to the same performance goals and performance period as the original Performance Shares.

~~Rights While Performance Units Remain Subject to the Achievement of Performance Goals.~~ Performance Units do not provide any voting or cash dividend rights to the holder of such Units. However, dividends paid in shares will entitle a holder of Performance Units to additional Performance Units having the same performance goals and performance period as the original Performance Units.

~~Forfeiture of Performance Shares and Performance Units.~~ If the holder of Performance Shares or Performance Units terminates his service with the Company before the expiration of the performance period, the Performance Shares or Performance Units will be forfeited unless otherwise specifically provided by the terms of the award.

~~Payment for Performance Shares and Performance Units.~~ ~~Common~~ Stock issued upon the grant of Performance Shares will be retained by the recipient if performance goals are achieved within the performance period, or may be forfeited back to the Company if such goals are not achieved. Common Stock will be issued or cash will be paid for Performance Units, as provided in the award, if the performance goals within the performance period are achieved.

~~Rights~~

~~Terms of Rights.~~ Rights granted under the 2015 Equity Incentive Plan shall provide the holder with the right to receive shares or cash in an amount determined based on the appreciation, if any, in the value of a specified number of shares of Common Stock over a specified period of time, each as established by the Committee. The base price used to determine the amount of the appreciation in value will not be less than the fair market value of a share of Common Stock on the date the award of Rights is made.

~~Rights during the Appreciation Period.~~ Rights do not provide any voting or cash dividend rights to the holder. However, dividends paid in shares of Common Stock will entitle a holder to additional Rights having an appreciation period which ends at the same time the appreciation period ends for the original Rights. The base price for such additional rights is the fair market value of a share of Common Stock on the date dividends are paid.

~~Forfeiture of Rights.~~ If the holder of Rights terminates his service with the Company before the expiration of the appreciation period, the Rights will be forfeited unless otherwise specifically provided by the terms of the award of Rights.

~~Change in Control~~

The 2015 Equity Incentive Plan defines a “change in control” transaction for the Company. The Compensation Committee believes this definition is consistent with best practices. Upon a change in control of the Company, all outstanding Options and Rights will be converted to a right to receive cash, restrictions on Restricted Shares and Restricted Units will lapse, and all Performance Shares and Performance Units will be treated as if the performance goals had been met. However, the 2015 Equity Incentive Plan provides for the continuation of the terms of outstanding awards as of the date of the change in control if the acquirer substitutes, or assumes, the outstanding awards with equivalent awards issued by the entity which survives the change in control transaction.

~~Acceleration of Vesting Terms~~

~~The Committee will not have any authority to accelerate the vesting of any awards under the 2015 Equity Incentive Plan for purposes other than a change in control, retirement, death, or disability.~~

~~Federal Tax Consequences~~

~~Restricted Shares and Performance Shares.~~ ~~The value of Restricted Shares and Performance Shares~~ awarded are taxed as ordinary income to the award recipient in the year ~~the restrictions lapse. Alternatively, recipients~~ of an award of Restricted Shares or Performance Shares may file an election under Section 83(b) of the Internal Revenue Code and include the value of the Restricted Shares or Performance Shares as ordinary income in the year of the grant.

~~Income or Excise Tax Gross-ups.~~ Awards granted under the ~~2015 Equity Incentive~~2016 Director Plan are expressly prohibited from including features that allow for income or excise tax gross-ups to the recipient.

Holding Period

The Company does not have a formal holding period policy and a holding period is not defined within the ~~2015 Equity Incentive~~2016 Director Plan. However, the Company’s Stock Ownership Policy prohibits our directors ~~and executive officers~~ from selling or transferring any shares received from the Plan until their guideline ownership levels have been ~~met (except for the payment of applicable withholding taxes).~~

~~Transferability~~

Generally, awards granted under the 2015 Equity Incentive Plan are not transferable by a recipient during his or her lifetime. However, if the instrument evidencing the award permits, a recipient may transfer his or her rights with respect to an award, or any portion thereof, to a family member.met.

Amendments

The Board of Directors may suspend, amend or terminate the 2015 ~~Equity Incentive~~Director Plan, provided that, stockholder approval is required for any amendment which (i) increases the maximum number of shares as to which options may be issued under the ~~2015 Equity Incentive~~2016 Director Plan or (ii) materially modifies the requirements as to eligibility or participation in the ~~2015 Equity Incentive~~2016 Director Plan. The applicable listing standards of the NASDAQ require stockholder approval of any material amendment to the ~~2015 Equity Incentive~~2016 Director Plan.

Effective Date

The adoption of the ~~2015 Equity Incentive~~2016 Director Plan was approved by the Board of Directors on March ~~20, 2015,~~24, 2016, subject to approval by the stockholders of the Company.

Plan Benefits

For 2016, the Compensation Committee plans to issue each non-employee director awards equal in value to $70,000 as partial compensation for service on the Board, or $420,000 in aggregate. The ~~type,~~ number ~~and value~~ of awards which may be granted under the ~~2015 Equity Incentive~~2016 Director Plan currently ~~cannot be determined. If the 2015 Equity Incentive Plan is approved, the value of grants under the Company’s Long-term Incentive Compensation Plan and the number of awards that may be issued~~ cannot be determined at this ~~time.~~time as the number of awards will vary based on the stock price of Gibraltar's shares and may vary with adjustments to the level of compensation approved by the Compensation Committee. However, the Plan includes a $300,000 annual limit on the fair value of shares which may be awarded to any non-employee director.

Vote Required

The ~~ffirmative~~affirmative vote of the holders of a majority of the shares of Common Stock present, in person or by proxy, and entitled to vote at the meeting is required to approve the ~~2015 Equity Incentive~~2016 Director Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE GIBRALTAR INDUSTRIES, INC. ~~2015 EQUITY INCENTIVE~~2016 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS IN PROPOSAL 5.6.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s Directors and executive officers, and any persons who own more than ten percent (10%) of a registered class of the Company’s equity securities, to file reports of initial ownership of Common Stock and subsequent changes in that ownership with the Securities and Exchange Commission and to furnish the Company with copies of all forms they file pursuant to Section 16(a).

On ~~April 29, 2014, a~~February 19, 2015, four Form ~~5 was~~4 disclosures were issued to report the conversion of ~~15,413 restricted~~33,799, 14,000, 7,870, and 3,858 performance stock units awarded to Brian J. Lipke, Kenneth W. Smith, Paul M. Murray, and Timothy J. Murphy, respectively, into ~~common stock~~cash upon vesting of an award under the Company’s Long-term Incentive Plan. The performance stock units converted to cash on January 16, 2015 but were inadvertently not reported due to an administrative oversight. Additionally, on June 17, 2015, a Form 4 was issued to report the conversion of 4,169 restricted stock units to Frank G. Heard into shares of Company stock upon vesting of an award under the Company's Long-term Incentive Plan and the contemporaneous disposal of ~~5,917~~1,542 shares to satisfy income tax withholdings. The restricted stock units vested ~~January 3, 2014~~June 11, 2015 but were inadvertently not reported due to an administrative oversight.

5045

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

Certain Beneficial Owners

The following table sets forth information as of March ~~23, 2015~~21, 2016 (except as otherwise noted) with respect to all stockholders known by the Company to be the beneficial owners of more than 5% and certain other holders of its outstanding Common Stock:



Name and Address	Number of Shares and Nature of Beneficial Ownership (1)	Percent of Class
BlackRock, Inc. (2) 55 East 52nd Street New York, NY 10022	3,233,516	10.2
Franklin Resources, Inc. (3) One Franklin Parkway San Mateo, CA 94403-1906	2,789,322	8.8
Dimensional Fund Advisors LP (4) Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746	2,637,185	8.3
Barrow, Hanley, Mewhinney & Strauss, LLC (5) 2200 Ross Avenue, 31st Floor Dallas, TX 75201-2761	1,909,347	6.0

Name and Address Number of Shares and Nature of Beneficial Ownership (1) Percent of Class
Franklin Resources, Inc. (2)
One Franklin Parkway
San Mateo, CA 94403-1906 3,439,822
11.1
BlackRock, Inc. (3)
55 East 52nd Street
New York, NY 10022 2,750,837
8.9
Archer Capital Management, LP (4) 570 Lexington Avenue, 40th Floor New York, NY 10022 2,699,062
8.7
Dimensional Fund Advisors LP (5)
Palisades West, Building One
6300 Bee Cave Road
Austin, TX 78746 2,577,260
8.3
T. Rowe Price Associates, Inc. (6) 100 E. Pratt Street Baltimore, MD 21202 2,348,805
7.6
Barrows, Hanley, Mewhinney & Strauss, LLC (7) 2200 Ross Avenue, 31st Floor Dallas, TX 75201-2761 2,008,242
6.5
Pzena Investment Management, LLC (8) 120 West 45th Street, 20th Floor New York, NY 10036 1,857,795
6.0


(1)	Unless otherwise indicated in the footnotes each of the stockholders named in this table has the sole voting and investment power with respect to the shares shown as beneficially owned by such stockholder, except to the extent that authority is shared by spouses under applicable law.

(2)

Based on information set forth in a statement on Schedule 13G filed with the SEC reflecting information as of December 31, ~~2014~~2015 available on NASDAQ.com, filed on ~~February 9, 2015~~January 8, 2016 by ~~Franklin Resources,~~BlackRock, Inc. ~~on behalf of itself, Charles B. Johnson, Rupert H. Johnson, Jr., and Franklin Advisor Services, LLC.~~ Number of shares disclosed above includes ~~183,100~~99,014 shares over which ~~Franklin Resources,~~Blackrock, Inc. does not have the sole voting power.

(3)

Based on information set forth in a statement on Schedule 13G filed with the SEC reflecting information as of December 31, ~~2014~~2015 available on NASDAQ.com, filed on ~~January 22, 2015~~February 4, 2016 by ~~BlackRock,~~Franklin Resources, Inc. on behalf of itself, Charles B. Johnson, Rupert H. Johnson, Jr., and Franklin Advisory Services, LLC. Number of shares disclosed above includes ~~79,522~~272,200 shares over which ~~Blackrock,~~Franklin Resources, Inc. does not have the sole voting power.

(4)

Based on information set forth in a statement on Schedule 13G filed with the SEC reflecting information as of December 31, ~~2014~~2015 and available on NASDAQ.com, filed on February ~~17, 2015~~9, 2016 by ~~Archer Capital Management,~~Dimensional Fund Advisors LP. Number of shares disclosed above includes 82,958 shares over which Dimensional Fund Advisors LP ~~on behalf of itself, Canton Holdings, LLC, Joshua A. Lobel, and Eric J. Edidin.~~does not have the sole voting power.


(5)	Based on information set forth in a statement on Schedule 13G filed with the SEC reflecting information as of December 31, ~~2014 and~~2015 available on NASDAQ.com, filed on February ~~5, 2015 by Dimensional Fund Advisors LP. Number of shares disclosed above includes 84,736 shares over which Dimensional Fund Advisors LP does not have the sole voting power.~~

~~(6)~~

Based on information set forth in a statement on Schedule 13G filed with the SEC reflecting information as of December 31, 2014 and available on NASDAQ.com, filed on February 13, 2015 by T. Rowe Price Associates, Inc. (“Price Associates”). These securities are owned by various individual and institutional investors which Price Associates serves as an investment advisor with power to direct investments and/or sole power to vote the securities. For the purposes of the reporting requirements of the Securities and Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. Number of shares disclosed above includes 1,479,325 shares over which Price Associates does not have the sole voting power.


~~(7)~~	~~Based on information set forth in a statement on Schedule 13G filed with the SEC reflecting information as of December 31, 2014 available on NASDAQ.com, filed on February 10, 2015~~2, 2016 by Barrow, Hanley, Mewhinney & Strauss, LLC. Number of shares disclosed above includes ~~993,989~~923,689 shares over which Barrow, Hanley, Mewhinney, & Strauss, LLC does not have the sole voting power.


~~(8)~~	Based on information set forth in a statement on Schedule 13G filed with the SEC reflecting information as of December 31, 2014 available on NASDAQ.com, filed on January 29, 2015 by Pzena Investment Management, LLC. Number of shares disclosed above includes 242,046 shares over which Pzena Investment Management, LLC does not have the sole voting power.

Management

The following table sets forth information as of March ~~23, 2015~~21, 2016 (except as otherwise noted) with respect to each director, director nominee, each executive officer named in the Summary Compensation table above, and all executive officers and directors as a group:

Name and Address (1)
Number of Shares and
Nature of Beneficial Ownership (2)
Percent of Class

Brian J. Lipke (3) 1,273,924
4.1
Kenneth W. Smith (4) 46,638
*
William P. Montague (5) 35,838
*
Robert E. Sadler, Jr. (6) 28,156
*
William J. Colombo (7) 23,156
*
Arthur A. Russ, Jr. (8) 22,939
*
Timothy F. Murphy (9) 19,710
*
Paul M. Murray (10) 12,310
*
Jane L. Corwin (11) 3,103
*
All Directors and Executive Officers as a Group 1,465,774
4.7



Name and Address (1)	Number of Shares and Nature of Beneficial Ownership (2)	Percent of Class
Name and Address (1)	Number of Shares and Nature of Beneficial Ownership (2)	Percent of Class
Kenneth W. Smith (3)	52,764	*
William P. Montague (4)	38,774	*
William J. Colombo (5)	26,092	*
Timothy F. Murphy (6)	18,095	*
Paul M. Murray (7)	13,667	*
Frank G. Heard (8)	11,707	*
Jane L. Corwin (9)	6,039	*
Craig A. Hindman (10)	3,465	*
Vinod M. Khilnani (11)	3,465	*
Sharon M. Brady (12)	1,322	*
James B. Nish (13)	1,322	*
All Directors and Executive Officers as a Group	176,712	0.6



*	Less than 1%.


(1)	The address of each executive officer and director is 3556 Lake Shore Road, PO Box 2028, Buffalo, New York 14219.


(2)	Unless otherwise indicated in the footnotes each of the stockholders named in this table has the sole voting and investment power with respect to the shares shown as beneficially owned by such stockholder, except to the extent that authority is shared by spouses under applicable law.

(3)

Consists of (i) 226,631 shares of common stock registered in the name of the reporting person, (ii) 1,001,972 shares of common stock held by three trusts for the benefit of Brian J. Lipke, (iii) 27,186 shares of common stock held by trusts and custodial accounts for the benefit of the daughters of Brian J. Lipke, (iv) 5,235 shares of common stock allocated to Brian J. Lipke’s self-directed account under our 401(k) Retirement Savings Plan, and (v) 12,900 shares of common stock held by the minor children of Brian J. Lipke. Excludes (i) 28,267 shares of common stock held by a trust for the benefit of the mother of Brian J. Lipke, as to which he serves as one of three trustees and disclaims beneficial ownership, (ii) 45,000 shares of common stock held by a trust for the benefit of a sibling of Brian J. Lipke, as to which he serves as one of five trustees and disclaims beneficial ownership, (iii) 9,407 shares of common stock held by a trust for the benefit a niece of Brian J. Lipke, as to which he serves as one of three trustees and disclaims beneficial ownership, and (iv) 2,077 shares of common stock held in a custodial account for the benefit of a relative of Brian J. Lipke as to which he disclaims beneficial ownership.


~~(4)~~	~~Consists of 46,638~~52,764 shares of common stock registered in the name of the reporting person.


~~(5)~~(4)	Consists of ~~35,838~~38,774 shares of common stock registered in the name of the reporting person, including ~~9,156~~10,237 restricted shares with respect to which Mr. Montague exercises voting power but does not currently have dispositive power.


~~(6)~~(5)	Consists of ~~28,156~~26,092 shares of common stock registered in the name of the reporting person, including ~~13,156 restricted shares with respect to which Mr. Sadler exercises voting power but does not currently have dispositive power.~~


~~(7)~~	~~Consists of 23,156 shares of common stock registered in the name of the reporting person, including 13,156~~14,237 restricted shares with respect to which Mr. Colombo exercises voting power but does not currently have dispositive power.


~~(8)~~(6)	Consists of (i) 22,939 shares of common stock registered in the name of the reporting person, including 9,156 restricted shares with respect to which Mr. Russ exercises voting power but does not currently have dispositive power. Excludes 28,267 shares of common stock held by a trust as to which Mr. Russ serves as one of three trustees and disclaims beneficial ownership.


~~(9)~~	~~Consists of (i) 8,468~~9,095 shares of common stock registered in the name of the reporting person and (ii) ~~11,242~~9,000 shares of common stock issuable under currently exercisable options pursuant to our 2005 Equity Incentive Plan.


~~(10)~~(7)	Consists of (i) ~~10,013~~11,906 shares of common stock registered in the name of the reporting person and (ii) 1,761 shares of common stock allocated to Mr. Murray’s self-directed account under our 401(k) Retirement Savings ~~Plan, and (iii) 536 shares of common stock issuable under currently exercisable options pursuant to our 2005 Equity Incentive~~ Plan.


~~(11)~~(8)	Consists of ~~3,103~~11,707 shares of common stock registered in the name of the reporting person.


(9)	Consists of 6,039 shares of common stock registered in the name of the reporting person, including ~~3,103~~6,039 restricted shares with respect to which Ms. Corwin exercises voting power but does not currently have dispositive power.


(10)	Consists of 3,465 shares of common stock registered in the name of the reporting person, including 3,465 restricted shares with respect to which Mr. Hindman exercises voting power but does not currently have dispositive power.


(11)	Consists of 3,465 shares of common stock registered in the name of the reporting person, including 3,465 restricted shares with respect to which Mr. Khilnani exercises voting power but does not currently have dispositive power.


(12)	Consists of 1,322 shares of common stock registered in the name of the reporting person, including 1,322 restricted shares with respect to which Ms. Brady exercises voting power but does not currently have dispositive power.


(13)	Consists of 1,322 shares of common stock registered in the name of the reporting person, including 1,322 restricted shares with respect to which Mr. Nish exercises voting power but does not currently have dispositive power.

5347

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE REPORT

The Nominating and Corporate Governance Committee currently consists of five directors who are independent as defined in the listing standards of NASDAQ applicable to members of nominating committees. A brief description of the responsibilities of the Nominating and Corporate Governance Committee is set forth above under the caption “The Board of Directors and its Committees.”

The current nominees for director were recommended for election to the Board at a meeting of the Nominating and Corporate Governance Committee held on February ~~19, 2015. Ms. Corwin~~16, 2016. Mr. Hindman did not participate in ~~her~~his recommendation for election to the Board. No communications from stockholders regarding nominations were received by the Committee. The Nominating and Corporate Governance Committee recommended that ~~the existing Class III Directors~~Sharon Brady, Craig Hindman, and James Nish each be nominated as Directors for a ~~three-year term as Class III Directors.~~

one-year term.

In evaluating potential nominees, the Nominating and Corporate Governance Committee considers a nominee’s experience as a senior executive at a publicly traded corporation, or as a management consultant, investment banker, partner at a law firm or registered public accounting firm, professor at an accredited law or business school, experience in the management or leadership of a substantial private business enterprise, educational, religious, governmental or not-for-profit organization, or such other professional experience as the Nominating and Corporate Governance Committee determines shall qualify an individual for Board service; whether such person is “independent” within the meaning of such term in accordance with the applicable listing standards of NASDAQ and the rules promulgated by the Securities and Exchange Commission; financial expertise of a potential nominee; and particular or unique needs of the Company at the time a nominee is being considered.

NOMINATING AND CORPORATE GOVERNANCE

COMMITTEE OF THE BOARD OF DIRECTORS OF

GIBRALTAR INDUSTRIES, INC.

~~William P. Montague~~

William J. Colombo

Jane L. Corwin

Craig A. Hindman

Vinod M. Khilnani

William P. Montague

PROPOSAL 67

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Audit Committee of the Company’s Board has selected the firm of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2015,~~2016, and recommends that the stockholders vote for the ratification of that selection. Ernst & Young LLP has audited the Company’s consolidated financial statements for the past ~~ten~~eleven fiscal years including ~~2014.~~2015. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will be given the opportunity to make a statement if they so desire and to respond to appropriate questions.

The Audit Committee is responsible for the appointment, oversight, and compensation of the Company’s independent registered public accounting firm, which is evaluated on an annual basis. Before selecting Ernst & Young LLP, the Audit Committee carefully considered that firm’s qualifications as the independent registered public accounting firm for the Company and the audit scope. Stockholder ratification of the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm is not required by the Company’s bylaws or otherwise. The Company’s Board of Directors is submitting the selection of Ernst & Young LLP to the stockholders for ratification and will reconsider whether to retain Ernst & Young LLP if the stockholders fail to ratify the Audit Committee’s selection. In addition, even if the stockholders ratify the selection of Ernst & Young LLP, the Audit Committee may in its discretion appoint a different independent accounting firm at any time during the year if the Audit Committee determines that a change is in the best interests of the Company.

THE AUDIT COMMITTEE RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM IN PROPOSAL 6.7.

5548

INFORMATION ABOUT OUR INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the ~~2015~~2016 fiscal year. EY served as our independent registered public accounting firm and audited our consolidated financial statements for the fiscal years ended December 31, ~~2014~~2015 and ~~2013~~2014 and expressed an opinion as to whether the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2014~~2015 and ~~2013.~~2014. Additionally, EY performed certain non-audit services during fiscal ~~2014~~2015 and ~~2013~~2014 that are permitted under the Sarbanes-Oxley Act and related rules of the Securities and Exchange Commission ("SEC").

The Audit Committee determined that the provision of the audit-related and permitted non-audit services provided by EY during fiscal ~~2014~~2015 and ~~2013~~2014 was compatible with maintaining their independence pursuant to the auditor independence rules of the SEC for each of these years.

Fees Billed to the Company by EY during Fiscal Year ~~2014~~2015 and ~~2013~~2014

Audit Fees

The aggregate fees billed by EY for each of the fiscal years ended December 31, ~~2014~~2015 and ~~2013,~~2014, for services rendered for the audit of the Company’s annual financial statements and internal control over financial reporting included the Company’s annual reports on Form 10-K and review of the interim financial statements included in the Company’s quarterly reports on Form 10-Q, including services related thereto, were ~~$1,008,922~~$1,185,988 and ~~$1,070,403,~~$1,008,922, respectively.

Audit-Related Fees

NoThe aggregate fees billed by EY for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements (including advice related to mergers and acquisitions) were $290,141 for the fiscal year ended December 31, 2015. No fees were billed by EY for these services during ~~2014 and 2013.~~2014.

Tax Fees

The aggregate fees billed by EY for the fiscal years ended December 31, ~~2014~~2015 and ~~2013~~2014 for services rendered for tax compliance (including tax planning, tax advice, and other tax services) were ~~$58,147~~$36,467 and ~~$66,540,~~$58,147, respectively.

All Other Fees

The aggregate fees billed for other products and services was $2,170 and ~~$2,159~~$2,170 for the fiscal years ended December 31, ~~2014~~2015 and ~~2013,~~2014, respectively.

Pre-Approval for Non-Audit Services Policies and Procedures of the Audit Committee

The Audit Committee has adopted procedures for pre-approving audit and non-audit services to be provided by EY. In considering such approval, the Audit Committee may request all such information and documentation from the Company as it deems necessary in order for it to make its decision with respect to the requested engagement. The Audit Committee may discuss the potential engagement with the independent registered public accounting firm, with its counsel or other professional advisors. The Audit Committee shall consider whether or not the performance of the requested non-audit services complies with law, including but not limited to the Sarbanes-Oxley Act and the regulations promulgated by the SEC thereunder. It shall also consider whether the services provided will have a negative effect upon the integrity of the Company’s financial reporting, whether by approving such engagement the Audit Committee is complying with and promoting its purposes, duties, and functions as set forth in its Charter, and it shall also consider any potential negative effect which the engagement may have on the Company, including the possible appearance of a conflict of interest or impropriety.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Audit Committee is responsible for reviewing and approving transactions and business relationships with any significant shareholder, director, executive officer or other member of senior management, or their family members on an ongoing basis. The Audit Committee requests and receives from the Company on an annual basis, a list and description of transactions with related parties, as described above, to the extent such transactions are required to be reported in the Company’s Definitive Proxy Statement pursuant to Regulation S-K, Item 404(a). The Audit Committee reviews and discusses such transactions with management and the independent auditor, and approves or ratifies such transactions on an annual basis. Prior to approval or ratification of such transactions, the Audit Committee considers the qualifications of the related party, fees charged to the Company, and the significance of the transaction to the Company and the related party.

Prior to his retirement as of December 31, 2014, a director on the Company’s Board, Gerald S. Lippes, was a partner in the law firm of Lippes Mathias Wexler Friedman, LLP which provided legal services to the Company. During 2014, this firm received

5649

~~$1.4 million~~An officer of certain of the Company's business units, Mr. Richard Reilly, is the owner of certain real estate properties leased for ~~legal services rendered to~~manufacturing and distribution purposes. The leases are in effect until June 2018 and June 2020. For the ~~Company. As a result of our transactions with Lippes Mathias Wexler Friedman LLP, Mr. Lippes was not considered an independent director.~~

~~The Company entered into a consulting agreement with Mr. Henning N. Kornbrekke, the former President and Chief Operating Officer, effective September 30, 2013. Under this agreement which terminated~~fiscal year ended December 31, ~~2014, Mr. Kornbrekke served as a consultant to~~2015, the Company ~~during 2014 for a monetary fee~~incurred $523,000 of ~~$120,000.~~

lease expense related to these properties.

The Audit Committee reviewed and approved all the transactions described above for ~~2014~~2015 in accordance with the policy, as described above, which is included in the Audit Committee Charter.

AUDIT COMMITTEE REPORT

The Audit Committee currently consists of three directors who are independent as defined in the listing standards of NASDAQ applicable to members of audit committees. A brief description of the responsibilities of the Audit Committee is set forth above under the caption “Corporate Governance”.

The Audit Committee has reviewed and discussed the Company’s audited financial statements for the year ended December 31, ~~2014~~2015 with management of the Company and Ernst & Young LLP, the Company’s independent registered public accounting firm. During ~~2014,~~2015, management evaluated the Company’s internal control over financial reporting in response to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway ~~Commission.~~Commission (2013 Framework). Throughout the year, management kept the Audit Committee apprised of the progress of its evaluation of internal controls and the Audit Committee provided oversight of the evaluation process. At the end of the year, management issued a report on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee reviewed this report and discussed with management and Ernst & Young LLP the adequacy of the Company’s internal control over financial reporting and disclosure controls. The Audit Committee also discussed with Ernst & Young LLP the matters required to be discussed by the Public Company Accounting Oversight Board’s (“PCAOB”) auditing standard section 380, The Auditor’s Communication with Those Charged with Governance, which relates to the conduct of the audit, including the auditor’s judgment about the quality of the accounting principles applied in the Company’s ~~2014~~2015 audited financial statements. The Audit Committee also has reviewed the written disclosures and the letter from Ernst & Young LLP required by Rule 3526 of the PCAOB, Communication with Audit Committees Concerning Independence, and has discussed with Ernst & Young LLP its independence.

Based on the review and the discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014~~2015 for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE OF THE

BOARD OF DIRECTORS OF

GIBRALTAR INDUSTRIES, INC.

~~Robert E. Sadler, Jr.~~

Jane L. Corwin

William P. Montague

James B. Nish

OTHER MATTERS

The Company’s management does not currently know of any matters to be presented for consideration at the Annual Meeting other than the matters described in the Notice of Annual Meeting. However, if other matters are presented, the accompanying proxy confers upon the person or persons entitled to vote the shares represented by the proxy, discretionary authority to vote such shares in respect of any such other matter in accordance with their best judgment.

5750

OTHER INFORMATION

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS SOLICITED, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K, FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2014,~~2015, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO. SUCH WRITTEN REQUEST SHOULD BE DIRECTED TO GIBRALTAR INDUSTRIES, INC., 3556 LAKE SHORE ROAD, PO BOX 2028, BUFFALO, NEW YORK 14219-0228, ATTENTION: TIMOTHY F. MURPHY. EACH SUCH REQUEST MUST SET FORTH A GOOD FAITH REPRESENTATION THAT, AS OF MARCH ~~23, 2015,~~21, 2016, THE PERSON MAKING THE REQUEST WAS A BENEFICIAL OWNER OF SECURITIES ENTITLED TO VOTE AT THE ANNUAL MEETING OF STOCKHOLDERS.

STOCKHOLDERS’ PROPOSALS

Proposals of stockholders intended to be presented at the ~~2016~~2017 Annual Meeting must be received by the Company’s Secretary by December 22, ~~2015~~2016 to be considered for inclusion in the Company’s Definitive Proxy Statement and form of proxy relating to that meeting. Proposals should be sent to the attention of the Secretary at the Company’s headquarters located at 3556 Lake Shore Road, PO Box 2028, Buffalo, NY 14219-0228.

The accompanying Notice and this Definitive Proxy Statement are sent by Order of the Board of Directors.

Timothy F. Murphy

Secretary

Dated: April ~~6, 2015~~5, 2016

STOCKHOLDERS ARE URGED TO EXECUTE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE, WHETHER OR NOT THEY EXPECT TO ATTEND THE MEETING. A STOCKHOLDER MAY NEVERTHELESS VOTE IN PERSON IF HE OR SHE DOES ATTEND.

5851

APPENDIX A

GIBRALTAR INDUSTRIES, INC.

~~2015 EQUITY INCENTIVE~~2016 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

~~Effective as~~The Compensation Committee of ~~May 19, 2005,~~the Board of Directors of Gibraltar Industries, Inc., a Delaware corporation with offices at 3556 Lake Shore Road, Buffalo, New York (the “Company”) ~~adopted an equity based incentive compensation plan known as~~has determined that Compensation Committee should have the “Gibraltar Industries, Inc. 2005 Equity Incentive Plan (such plan, as subsequently amended, being hereinafter the “Prior Plan”). The Company’s adoption of the Prior Plan included the adoption of the terms of a separate plan, known as the Gibraltar Industries, Inc. Management Stock Purchase Plan (the “2005 MSPP”) which was an integral component of the Prior Plan and provided the Company’s management employees and non-employee Directors the opportunityflexibility to acquire Restricted Units (to be settled in cash) pursuant to a deferral, in the case of employees, of their base salary and incentive compensation and, in the case of non-employee Directors, of their Director fees.

Effective as of March 20, 2015, the Company authorized an amendment to the MSPP to provide for a termination, to be effective as of December 31, 2015, of the continuing rights of management employees and non-employee Directors to acquire Restricted Units pursuant to the 2005 MSPP and further authorized a termination, effective as of March 20, 2015,issue shares of the Company’s ~~authorization~~par value $0.01 per share common stock (“Common Stock”) to ~~issue any equity based incentive compensation awards under~~non-employee members of the ~~Prior Plan other than Restricted Units as contemplated by the 2005 MSPP.~~Company’s Board of Directors, which shares of Common Stock are fully vested when issued. In connection with the foregoing, management employees will continue to be able to defer their base salary and bonuses and non-employee Directors will continue to be able to defer their Director fees and, in each case, acquire Restricted Units as provided for by deferral elections made by such management employees and non-employee Directors pursuant to the 2005 MSPP through December 31, 2015. In addition, notwithstanding the termination of the Company’s authorization to issue equity based incentive compensation awards under the Prior Plan, the Company’s obligations with respect to all equity based incentive compensation awards issued or awarded by the Company under the terms of the Prior Plan prior to the termination of the Company’s authorization to issue equity based incentive compensation awards under the terms of the Prior Plan as described above were expressly provided to be continuing obligations of the Company.

In connection with the termination of the Company’s authority to issue equity based incentive compensation awards under the provisions of the Prior Plan as described above, the Company desires to adopt a new equity based incentive compensation plan which will enable it to make equity based compensation awards to its employees, Directors, consultants and other independent advisors providing services to the Company or any affiliate. The Compensation Committee of the Company’s Board of Directors ~~believes that it is necessary for~~(the “Committee”) has authorized the ~~Company~~adoption of this plan, the Gibraltar Industries, Inc. 2016 Stock Plan For Non-Employee Directors (hereinafter the “Plan”) to ~~have an equity based compensation plan in order to be able to attract, retain and motivate highly qualified individuals to become employees~~create a vehicle through which grants of the ~~Company or~~Company’s Common Stock may be made to ~~serve as~~non-employee members of the ~~Company’s~~ Board of Directors. The Compensation Committee has determined that the Company should have a substantial amount of flexibility with respect to the type of the equity based compensation awards that are permitted to be awarded under the terms of the new equity based incentive compensation plan as well as substantial flexibility with respect to the specific terms of any such equity based incentive compensation awards.

InNOW, THEREFORE, in connection with the foregoing and subject to the approval of the stockholders of the Company, the Company, pursuant to the authorization of the Committee, hereby adopts this document as the Gibraltar Industries, Inc. ~~2015 Equity Incentive~~2016 Stock Plan ~~effective as of May 7, 2015.~~For Non-Employee Directors:

ARTICLE 1.

DEFINITIONS

The following words and phrases, when used in this Plan, shall have the following meanings, unless a different meaning is plainly required by the context:

1.01 ~~Affiliate~~ means any corporation under common control with the Company within the meaning of Section 414(b) of the Internal Revenue Code and any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(c) of the Internal Revenue Code.

~~1.02~~ ~~Appreciation Period~~ ~~means the period of time between the Date of Grant of a Right and the date that the Right is exercised.~~

~~1.03~~ ~~Award~~ ~~means any Option,~~Annual Share ~~Right or Unit granted to any Person under the Plan.~~

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~~1.04~~ ~~Base Price~~Award Value means the dollar amount ~~used~~which is, from time to ~~determine~~time, established by the ~~amount of the increase, if any, in the value of the Share used to determine the value of a Right, which amount shall not be less than~~Committee as the Fair Market Value of the ~~Share, determined~~annual Awards to be granted to non-employee Directors as equity based compensation for their service as a member of the ~~Date of Grant of the Right.~~Board.

~~1.05~~1.02 ~~Beneficiary~~Award means a grant of shares of the Company’s Common Stock to any ~~person, firm, corporation, trust~~non-employee member of the Board of Directors or ~~other entity designated~~to an individual who was a non-employee member of the Board of Directors at any time during the calendar year in which the grant of shares of the Company's Common Stock is made, which grant of shares follows a determination by ~~a Participant in accordance with Section 11.07~~the Compensation Committee that the individual to ~~receive any payment that~~whom such grant is ~~required~~ to be made ~~under~~should receive a grant of shares of the ~~Plan upon~~Company’s Common Stock and a further determination by the Compensation Committee as to the number of which shares of Common Stock which are to be contained in any such grant and the date on which any such shares of Common Stock are issued to such current or ~~after~~former non-employee member of the ~~Participant’s death.~~Board.

~~1.06~~1.03 Board or Board of Directors means the Board of Directors of the Company.

~~1.07~~ ~~CEO~~ ~~means the Chief Executive Officer of the Company.~~

~~1.08~~ ~~Change in Control~~ ~~means the occurrence of any of the following:~~

~~(a)~~During any twelve-consecutive month period, any “person” or group of persons (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other than the Company, an Affiliate of the Company or an employee benefit plan sponsored by the Company becomes the “beneficial owner” (as defined in section 13(d) of the Exchange Act) of thirty five percent (35%) or more of the then outstanding voting stock of the Company through a transaction which has not (or a series of transactions which have not) been arranged by or consummated with the prior approval of the Board of Directors; or

~~(b)~~a majority of the members of the Board of Directors is replaced during any consecutive twelve-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors prior to the date of appointment or election;

~~(c)~~the Company enters into a Merger Sale Agreement; provided however, that the entry into a Merger Sale Agreement shall only be deemed a “Change in Control” if the Eligible Person’s employment with or service to the Company and all of its Affiliates is terminated (without cause in the case of an Eligible Person that is an Employee) during the period beginning on the date the Merger Sale Agreement is executed and ending on the earlier of: (i) the date the transaction contemplated by the Merger Sale Agreement is consummated; and (ii) the date the Merger Sale Agreement is terminated; or

~~(d)the consummation of a Merger Sale.~~

~~1.09~~1.04 Code and Internal Revenue Code mean the Internal Revenue Code of 1986, as amended.

~~1.10~~1.05 Committee ~~means: (a)~~means the Compensation Committee ~~with respect to any Award that has been or may be granted to: (i) any member~~ of the Board of Directors; (ii) any Executive Officer; or (iii) any Eligible Person who is not an Employee; and (b) the Compensation Administration Committee with respect to Awards made or granted to Employees who are not Executive Officers.Directors.

~~1.11~~1.06 Common Stock means the common stock, ~~(par~~par value $0.01 per ~~share)~~share, of the Company.

~~1.12~~1.07 Company means Gibraltar Industries, Inc., a Delaware corporation.

~~1.13~~ ~~Compensation Administration Committee~~ means a committee comprised of the Company's President and two (2) senior level management employees of the Company, selected by the President and employed in a position which is at the director level or any more senior position; provided that, the President may, in his discretion and at any time, remove and/or replace with different senior level management employees, either or both of the senior level management employees who serve with the President as members of the Compensation Administration Committee.

~~1.14~~ ~~Compensation Committee~~ ~~means the Compensation Committee of the Board of Directors.~~

~~1.15~~ ~~Covered Executive~~ means, with respect to any Award granted hereunder, any individual who at the Date of Grant of such Award is a “Covered Employee” of the Company for such year for purposes of Section 162(m) of the Code.

~~1.16~~1.08 Covered Individual means any current or former member of the Committee, any current or former officer or director of the Company and any employee or ~~any~~other individual designated by the Committee to assist it in the administration of this Plan as provided for by Section 4.02.

1.09 Director means each natural person who has been appointed or elected as a member of the ~~second paragraph~~Board of ~~Section 11.02.~~Directors and has not experienced a Termination of Service.

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~~1.17~~ ~~Date of Grant~~ means, with respect to any Award, the date on which the Committee approves the grant of such Award, or such later date as may be specified as the date of grant of such Award in the instrument evidencing the grant of such Award.

~~1.18~~1.10 Disability means, with respect to any ~~Employee, such employee’s “permanent~~non-employee Director, a physical or mental disease, injury or condition which has been suffered by a non-employee Director and ~~total disability” as defined~~which, in ~~Section 22(e)(3)~~the reasonable determination of the ~~Code~~Committee, will prevent the non-employee Director from attending meetings of the Board and its committees or ~~any successor provision.~~otherwise prevent the non-employee Director from devoting appropriate time and energy to his or her duties as a Director for a period of eight (8) months.

~~1.19~~ ~~Dividend Equivalent Units~~ ~~means additional Restricted Units, additional Performance Units or additional Rights credited to a Participant pursuant to Section 5.04, Section 6.04 or Section 7.02.~~

~~1.20~~ ~~Dividend Payment Date~~ ~~means each date on which the Company pays a dividend on its Common Stock.~~

~~1.21~~ ~~Eligible Person~~ means: (a) each Employee of the Company or any Affiliate; (b) each member of the Board of Directors who is not an Employee of the Company or any Affiliate; and (c) any natural person that is a consultant or other independent advisor providing services to the Company or any Affiliate.

~~1.22~~ ~~Employee~~ ~~means each natural person that is engaged in the performance of services for the Company or any Affiliate for wages as defined in Section 3101(a) of the Code.~~

~~1.23~~ ~~Executive Officer~~ means: (a) the CEO; (b) the Company’s President; (c) the Company’s principal financial officer; (d) the Company’s principal accounting officer; (e) any Vice President of the Company who is in charge of a principal business unit, division or function; (f) any other officer of the Company who performs a policy making function for the Company; (g) any officer of any Affiliate who performs policy making functions for the Company; and (h) any other person who performs policy making functions for the Company.

~~1.24~~1.11 Fair Market Value means, for purposes of determining the ~~value~~number of ~~any Share, Unit or Right, except as otherwise expressly provided by the terms~~shares of Common Stock to be granted to a non-employee member of the ~~instrument containing the terms~~Board of anDirectors in connection with any Award, the closing price of a share of Common Stock as reported by the NASDAQ Stock Market on the date as of which the determination of Fair Market Value is to be made or, if no sale of Common Stock shall have been made on the NASDAQ Stock Market on that day, on the next preceding day on which there was a sale of Common Stock.

~~1.25~~ ~~Incentive Stock Option~~ ~~means an Option that is an “incentive stock option” within the meaning of Section 422 of the Code.~~

~~1.26~~ ~~Merger Sale~~ means the consolidation, merger, or other reorganization of the Company, other than: (a) any such consolidation, merger or reorganization of the Company in which holders of Common Stock immediately prior to the earlier of: (i) the Board of Director’s approval of such consolidation, merger or other reorganization; or (ii) the date of the stockholders meeting in which such consolidation, merger or other reorganization is approved, continue to hold more than seventy percent (70%) of the outstanding voting securities of the surviving entity immediately after the consolidation, merger, or other reorganization; and (b) any such consolidation, merger or other reorganization which is effected pursuant to the terms of a Merger Sale Agreement which provides that the consolidation, merger or other reorganization contemplated by the Merger Sale Agreement will not constitute a Change in Control for purposes of this Plan.

~~1.27~~ ~~Merger Sale Agreement~~ means an agreement between the Company and any one or more other persons, firms, corporations or other entities (which are not Affiliates of the Company) providing for a consolidation, merger or other reorganization in which the holders of Common Stock of the Company immediately prior to the Company’s execution of such agreement do not hold more than seventy percent (70%) of the outstanding voting securities of the surviving entity immediately after the consummation of the consolidation, merger, or other reorganization contemplated by such agreement.

~~1.28~~ ~~Non-Qualified Stock Option~~ ~~means an Option that is not an Incentive Stock Option.~~

~~1.29~~ ~~Option~~ ~~means an option to purchase Shares granted pursuant to Article 4 of the Plan.~~

~~1.30~~ ~~Option Cash Out Payment~~ means an amount, payable to a Participant that is the holder of Options, equal to the amount by which: (a)(i) the greatest of: (A) the Fair Market Value of one Share, determined as of the date a Merger Sale Agreement is executed by the Company; (B) the Fair Market Value of one Share, determined as of the day immediately preceding the date a Change in Control occurs; and (C) the amount, if any, of cash payable with respect to one Share in connection with the consummation of the Change in Control as provided for by the certificate filed with the Delaware Secretary of State to effect the Change in Control; multiplied by (ii) the total number of Shares which the Participant is entitled to acquire

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pursuant to all Options (whether or not such Options are then currently exercisable pursuant to the provisions of the instruments containing the terms of the Option Awards held by the Participant) held by the Participant on the date the Change in Control is effective; exceeds (b) the aggregate amount which the Participant would be required to pay to the Company in connection with the purchase by the Participant of all Shares which the Participant is entitled to purchase pursuant to the exercise of all unexpired and unexercised Options held by the Participant as of the date the Change in Control is effective (whether or not such Options are then currently exercisable pursuant to the provisions of the instruments containing the terms of the Option Awards held by the Participant).

~~1.31~~ ~~Participant~~ ~~means any Eligible Person who holds an Award granted under the Plan, and any successor, permitted transferee or Beneficiary that succeeds to such individual’s interest in such Award.~~

~~1.32~~ ~~Performance Goals~~ means the performance goals established by the Committee in connection with Awards granted to Eligible Persons under Article 6, which performance goals are used to determine whether any payment will be made to Eligible Persons in connection with Awards granted under Article 6 and, if any such payments are to be made, the amount of the payments.

~~1.33~~ ~~Performance Period~~ ~~means the period established by the Committee for measuring whether, and to what extent, any Performance Goals established in connection with any Award granted under Article 6 hereof have been met.~~

~~1.34~~ ~~Performance Shares~~ means Shares that may be issued and delivered pursuant to an Award made to an Eligible Person under Article 6, depending on the achievement, or the level of achievement, of one or more Performance Goals within such period, as provided in Article 6.

~~1.35~~ ~~Performance Units~~ means Units credited to an Eligible Person at the beginning of a Performance Period pursuant to an Award made to such individual under Article 6, and any Dividend Equivalent Units that are credited to the individual with respect to such Units during such Performance Period, payment with respect to which Units and related Dividend Equivalent Units depends on the achievement, or the level of achievement, of one or more Performance Goals within such period, as provided in Article 6.

~~1.36~~1.12 Plan means the Gibraltar Industries, Inc. ~~2015 Equity Incentive~~2016 Stock Plan for Non-Employee Directors as set forth herein and as amended from time to time hereafter.

~~1.37~~ ~~Pro Rata Portion~~ means, with respect to any portion of any Award of Restricted Shares or Restricted Units made hereunder, with respect to any portion of any Award of Performance Shares or Performance Units made hereunder, or with respect to any portion of any Award of Rights made hereunder, the percentage determined by dividing: (a) the number of full and partial calendar months in the period beginning on the first day of: (i) the Restricted Period established for such portion of the Restricted Shares or Restricted Units so granted; (ii) the Performance Period established for such portion of the Performance Shares or Performance Units so awarded; or (iii) the Appreciation Period established for such portion of the Rights so awarded, and ending on the date the Eligible Person’s employment with or service to the Company and each of its Affiliates is terminated; by (b) the total number of full and partial calendar months in such Restricted Period, in such Performance Period, or in such Appreciation Period, whichever the case may be.

~~1.38~~ ~~Restricted Period~~ ~~means the period of time during which Restricted Shares or Restricted Units are subject to Restrictions as set forth in Article 5.~~

~~1.39~~ ~~Restricted Shares~~ ~~means Shares which are granted subject to Restrictions pursuant to Article 5.~~

~~1.40~~ ~~Restricted Units~~ means Units credited to an Eligible Person which are subject to Restrictions at the beginning of a Restricted Period pursuant to an Award made to such Eligible Person under Article 5, and any Dividend Equivalent Units that are credited to the Eligible Person with respect to such Units during such Restricted Period as provided in Article 5.

~~1.41~~ ~~Restrictions~~ ~~means the restrictions to which Restricted Shares or Restricted Units are subject under the provisions of Section 5.02.~~

~~1.42~~ ~~Retirement~~ means the termination of a Participant’s employment with or service to the Company and all of its Affiliates, provided that such termination occurs after: (a) the Participant has either: (i) been continuously employed by or provided services (as a non-employee director, consultant or other independent advisor) to the Company or any of its Affiliates for a period of at least five (5) years and attained at least age sixty (60); or (ii) attained at least age sixty-five (65); and (b) the Participant has given at least thirty (30) days advance written notice to the Company or, if applicable, the Affiliate of the

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Company by whom the Participant is employed or for whom the Participant is providing services, which notice states that the Participant will retire from his or her employment with or service to the Company and its Affiliates.

~~1.43~~ ~~Right~~ means an Award which enables the Eligible Person to whom the Award has been made to receive Shares having a Fair Market Value equal to an amount which is based on the amount by which the Fair Market Value of one Share at the end of the Appreciation Period exceeds the Base Price of one Share at the beginning of the Appreciation Period.

~~1.44~~ ~~Right Cash Out Payment~~ means an amount, payable to a Participant that is the holder of Rights, equal to the amount by which: (a)(i) the greatest of: (A) the Fair Market Value of one Share, determined as of the date a Merger Sale Agreement is executed by the Company; (B) the Fair Market Value of one Share, determined as of the day immediately preceding the date a Change in Control occurs; and (C) the amount, if any, of cash payable with respect to one Share in connection with the consummation of the Change in Control as provided for by the certificate filed with the Delaware Secretary of State to effect the Change in Control; multiplied by (ii) the total number of Shares represented by the Rights held by the Participant; exceeds (b) the aggregate Base Price of the Shares used to calculate the value of the Rights held by the Participant, determined, with respect to each Right, as of the date the Right was granted to the Participant and adjusted, if applicable, pursuant to Section 3.02.

~~1.45~~1.13 Share means a share of Common Stock.

~~1.46~~ ~~Termination of Service~~ means: (a) with respect to any Employee, his or her ceasing to be employed by the Company and each of its Affiliates; (b) with respect to any non-employee director, his or her ceasing to serve as a member of the Board of Directors; and (c) with respect to any consultant or other independent advisor providing services to the Company or its Affiliates, that, in each case, is a natural person, the termination of all consulting or other service providing arrangements which such consultant or independent advisor has with the Company and each Affiliate of the Company.

~~1.47~~ ~~Unit~~ means a unit of measurement equi-valent to one Share, with none of the attendant rights of a shareholder of such Share, (including among the rights which the holder of a Unit does not have are the right to vote such Share and the right to receive dividends thereon), except to the extent otherwise specifically provided herein.

ARTICLE 2.

AWARDS

2.01 ~~Form of~~ Awards. ~~Awards under~~At any time that this Plan is in effect, the ~~Plan~~Compensation Committee may ~~be made in the form~~make an Award of ~~Options, Restricted~~ Shares ~~Restricted Units, Performance Shares, Performance Units and Rights. An Award in any of the foregoing forms may be granted~~ to any ~~Eligible Person~~individual who is then a non-employee Director or to any ~~group~~individual who, although not a non-employee Director at the time of ~~Eligible Persons, upon terms and conditions that differ from~~ the ~~terms and conditions upon~~Award of Shares is made, was a non-employee Director at any time during the calendar year in which ~~any other Awards in~~ the ~~same form are made to other Eligible Persons or groups~~Award of ~~Eligible Persons.~~Shares is made.

2.02 ~~Grants~~Grant of ~~Awards;~~Awards, Award ~~Instruments~~Instruments.. The Committee shall have sole and exclusive authority for determining the identity of any ~~individual~~current or former non-employee Director who is to be a recipient of an Award ~~and sole and exclusive authority for the establishment~~ of the terms of the Award made to any individual, including, but not limited to, the form of the Award, the number of shares of Common Stock reflected by the Award and the terms and conditions for payment or distribution of any cash or Common Stock which is payable or issuable in connection with any such Awards.Shares. Each Award ~~made to an Eligible Person under the Plan~~of Shares shall be evidenced by a written instrument in such form as the Committee shall prescribe, setting forth the terms and conditions of ~~the~~such Award. The instrument evidencing the grant of any Award hereunder shall specify that the Award shall be subject to all of the terms and provisions of the Plan as in effect from time to time but subject to the limitation on amendments set forth in Section 11.09 of the Plan.

2.03 ~~Prohibited Award Terms~~Deferral Option. ~~Notwithstanding~~Each current or former non-employee Directors shall have the ~~foregoing provisions~~right to defer his or her receipt of ~~this Article 2,~~ the ~~Committee shall not grant and shall not have authority~~Shares which he or she may be awarded pursuant to ~~grant any Award to any Eligible Person, whether as a new Award or as an Award granted in exchange for a Prior Award made hereunder if, under~~ the terms of any ~~such Award: (a) in~~determination made or any other compensation program established by the ~~case of a new Award granted in exchange for~~Compensation Committee. The terms and conditions upon which the ~~surrender and cancellation of a Prior Award: (i)~~current or former non-employee Directors shall have the ~~aggregate fair value~~right to defer their receipt of the ~~new Award exceeds the aggregate fair value of the Prior Award, determined as of the time the new Award is granted; or (ii) the grant of the new Award~~Shares which they would ~~constitute a “repricing” of any Option or Right or would~~ otherwise ~~be treated as a “material revision” of the Plan; (b) the Eligible Person to whom the Award is made would~~ be entitled to receive ~~a “gross up” of any income or other taxes which may be payable by such Eligible Person with respect~~pursuant to such Award; (c) the Award would provide that the Eligible Person’s rights to receive payment of the cash or Shares provided for by the Award will become non-forfeitable (vested) in less than one (1) year from the Date of Grant, except to the extent required by the terms of ~~any employment or other agreement between~~ the ~~Company~~compensation program which is, from time to time, in effect and ~~any such Eligible Person~~pursuant to the terms of this Plan shall comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder and are contained in ~~connection with a termination~~the terms of ~~such Eligible Person’s employment~~the Gibraltar Industries, Inc. 2016 Non-Employee Director Stock Deferral Plan adopted by the Company ~~without “cause” or by the Eligible Person with a “good reason” (in each case~~ as ~~the terms “cause” and “good reason” are defined in any such employment agreement); (d) the Award would provide the Committee the discretion to accelerate the~~

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~~vesting or payment~~ of the Award; (e) the Award would require or permit the Company to purchase from the Eligible Person to whom the Award is made, any Options or Rights with respect to which the Fair Market Value of the Company’s Common Stock is less than the exercise price established under the Option or the Base Price established with respect to the Right; or (f) the Eligible Person, upon the settlement of any Award in connection with which the Company has withheld Shares of Common Stock from the Eligible Person for the purpose of paying the applicable withholding taxes payable by the Eligible Person in connection with the settlement of such Award, is entitled to an Award which will provide the Eligible Person the right to acquire Shares of Common Stock equal in number to the Shares of Common Stock withheld by the Company to pay the applicable withholding taxes payable in connection with the settlement of the Prior Award.date hereof.

ARTICLE 3.

SHARES SUBJECT TO THE PLAN

3.01 Shares Available for Awards. Shares distributed in respect of Awards made under the Plan may be authorized but unissued Shares, Shares held in the treasury of the Company or Shares purchased by the Company on the open market at such time or times and in such manner as it may determine. ~~The Company shall be under no obligation to issue or acquire Shares in respect of an Award made under~~Notwithstanding the ~~Plan before~~foregoing, the ~~time when delivery of Shares is due under the terms of the Award. The~~total number of Shares ~~available for distribution in respect of Awards made under the Plan shall be subject to the following limitations:~~

a.~~Subject to the provisions of Section 3.02 hereof, the aggregate number of Shares that~~which may be distributed in respect of Awards made under the Plan shall be limited to 1.25 million (1,250,000) Shares, which number of Shares includes 274,374 Shares of Common Stock reserved for issuance under the Prior Plan in excess of the number of Shares of Common Stock which are currently issuable under the terms of any awards granted under the terms of the Prior Plan. The maximum number of Shares that are available for issuanceawarded pursuant to ~~the~~this Plan shall not ~~be reduced by Awards of Restricted Units that are payable only~~exceed, in ~~cash in an amount equal to~~ the Fair Market Value of the Restricted Units which are the subject of such Awards and shall not be reduced by Awards of Performance Units that are payable only in cash in an amount equal to the Fair Market Value of the Performance Units which are the subject of such Awards.aggregate, 100,000 Shares. For the avoidance of doubt, the aggregate number of Shares available for issuance pursuant to the terms of this Plan shall not be increased without the approval of the stockholders of the Company.

b.~~Subject to the provisions of Section 3.01(a) and Section 3.01(c), upon the grant of any Award, the overall aggregate number of Shares available for further Awards under the Plan shall be reduced by~~ In addition, the number of Shares ~~subject~~which may be awarded to a current or former non-employee Director during any calendar year shall not, in any case, have a Fair Market Value as of the ~~Award so granted.~~grant date in excess of Three Hundred Thousand Dollars ($300,000).

c.There shall be added back to the aggregate number of Shares available for the grant of Awards under the Plan, as determined under (a) and (b) above, the following: (i) any Shares as to which an Option granted hereunder has not been exercised at the time of its expiration, cancellation or forfeiture; and (ii) any Shares included in any other form of Award granted to an Eligible Person hereunder, to the extent that the person’s right to receive such Shares is forfeited.

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3.02 Certain Adjustments to Shares. In the event of any change in the number of outstanding Shares ~~of Common Stock~~ without receipt of consideration by the Company resulting from any stock dividend, stock split, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of Shares, or any rights offering to purchase Shares ~~of Common Stock~~ at a price substantially below fair market value, or any similar change affecting the ~~Shares of Common Stock:~~Shares: (a) the maximum aggregate number and kind of Shares specified herein as available for the grant of ~~Awards,~~Awards; and (b) if and to the extent that a current or former non-employee Director has utilized the deferral option provided for the grant of any particular form of Award, under the Plan; (b) the number and kind of Shares that may be issued and delivered to Participants upon the exercise of any Option, or in payment with respect to any Award of Restricted Shares or Performance Shares, that is outstanding at the time of such change; (c) the number and kind of Shares represented by ~~any Restricted Units, Performance Units, Rights or Dividend Equivalent Units that are outstanding at the time of such change; (d)~~Section 2.03 above, the number of Shares ~~represented by any Award of Rights; (e)~~which shall be distributed to the ~~exercise price per share of any Options granted hereunder that are outstanding~~current or former non-employee Director at the time for distribution specified by such current or former non-employee Director in his or her election to defer the receipt of ~~such change; and (f) the Base Price established with respect to any Rights granted hereunder that are outstanding at the date of such change,~~Shares, shall be appropriately adjusted consistent with such change in such manner as the ~~Compensation Administration~~ Committee, in its sole discretion, may deem equitable to prevent substantial dilution or enlargement of the ~~rights granted to, or available for,~~Fair Market Value of the ~~Participants hereunder.~~Award determined as of the date the change in the number of outstanding Shares of the Company contemplated by this Section 3.02 occurs.

The Committee shall give notice to each ~~Participant~~current or former non-employee Director who has elected to defer his or her receipt of Shares which would otherwise have been awarded to such current or former non-employee Director of any adjustment made pursuant to this Section 3.02 and, upon such notice, such adjustment shall be effective and binding for all purposes.

3.03 Listing and Qualification of Shares. The Company, in its discretion, may postpone the issuance, delivery, or distribution of Shares with respect to any Award until completion of such stock exchange listing or other qualification of such Shares under any state or federal law, rule or regulation as the Company may consider appropriate, and may require any

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~~Participant~~ non-employee Director to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the Shares in compliance with applicable laws, rules and regulations.

ARTICLE 4.

~~OPTIONS~~ADMINISTRATION

4.01~~Awards of Options~~. Subject to the terms and conditions of the Plan, Options may be granted under the Plan to Eligible Persons for the purchase of such number of Shares, at such times and, upon such terms and conditions, as the Committee in its discretion may determine.

~~4.02~~ ~~Type of Options~~. The only type of Options which the Committee shall have authority to issue shall be Non-Qualified Options and accordingly, the Committee shall not grant and shall nave no authority to grant any Incentive Stock Options pursuant to Awards issued under this Plan.

~~4.03~~ ~~Term of Options~~. The period of time during which an Option may be exercised shall be such period of time as is determined by the Committee and specified in the instrument setting forth the terms of the Option Award; provided that, in no event may the period of time during which an Option may be exercised exceed ten (10) years from the Date of Grant of the Option. Notwith-standing any other provision in this Plan to the contrary, no Option may be exercised after its expiration.

~~4.04~~ ~~Exercise of Options~~. Each Option granted hereunder shall become exercisable, in whole or in part, at such time or times during its term as the instrument evidencing the grant of such Option shall specify. To the extent that an Option has become exercisable, it may be exercised thereafter, in whole or in part, at any time or from time to time prior to its expiration, as to any or all Shares as to which the Option has become and remains exercisable, subject to the provisions of Section 4.05 below.

~~4.05~~ ~~Termination of Service~~. Except as the instrument evidencing the grant of an Option may otherwise provide, the portion of any outstanding Option held by an Eligible Person on the date of his or her Termination of Service that has not become exercisable prior to such date, and the portion of such Option which was exercisable but had not been exercised prior to the date of the Eligible Person’s Termination of Service, shall be forfeited on such date.

Notwithstanding the foregoing, if the Committee so determines, in its discretion, the instrument evidencing the grant of an Option may provide that the portion of the Option that is exercisable at the time of the Eligible Person’s Termination of Service will continue to be exercisable, and that the portion of such Option that is not exercisable at such time will become exercisable in accordance with the terms of the Option and remain exercisable thereafter, during such period of time after the date on which the Eligible Person’s Termination of Service occurs (but not beyond the expiration of the term of the Option), in such circumstances and subject to such terms and conditions, as are specified in such instrument.

~~4.06~~ ~~Exercise Price and Method of Exercise~~. The price at which Shares may be purchased upon any exercise of an Option shall be the price per share determined by the Committee and specified in the instrument evidencing the grant of such Option; provided that, in no event shall the exercise price per Share be less than: (a) the Fair Market Value of a Share determined as of the Date of Grant of the Option; or (b) if greater, the par value of a Share.

An Option shall be exercised by delivery of a written notice of exercise, in a form satisfactory to the Committee, to the Company at its principal business office and addressed to the attention of the Company’s Secretary or such other person as the Company’s Secretary may have designated to receive such notice. The notice shall specify the number of Shares with respect to which the Option is being exercised. The notice shall be accompanied by payment of the exercise price of the Shares for which the Option is being exercised, which payment shall be made under one or more of the methods of payment provided in Section 4.07 below.

~~4.07~~ ~~Payment~~. Payment of the exercise price for Shares purchased upon the exercise of an Option shall be made by one, or by a combination of any, of the following methods: (a) in cash, which may be paid by check or other instrument acceptable to the Company, or by wire transfer of funds, in each case in United States dollars; (b) if permitted by the Committee and subject to any terms and conditions it may impose on the use of such methods, by: (i) the delivery to the Company of other Shares owned by the Participant; provided that such shares have been owned by the Participant for the requisite period necessary to avoid a charge to the Company’s earnings; or (ii) the surrender to the Company of Shares that otherwise would have been delivered to the Participant upon exercise of the Option; and (c) to the extent permissible under applicable law, through any cashless exercise sale and remittance procedure that the Committee in its discretion may from time to time approve.

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For purposes of determining the portion of the exercise price payable upon the exercise of an Option that will be treated as satisfied by the delivery or surrender of Shares pursuant to clause (b) (i) or (ii) above, Shares so delivered or surrendered shall be valued at their Fair Market Value determined as of the business day next preceding the date on which the Option is exercised.

~~4.08~~ ~~Other Option Provisions~~. The instrument evidencing the grant of any Option hereunder may contain such other terms and conditions, not inconsistent with the provisions of the Plan or any applicable law, as the Committee may determine.

~~4.09~~ ~~Rights of a Shareholder~~. Upon the exercise by a Participant of an Option or any portion thereof in accordance with the Plan, the provisions of the instrument evidencing the grant of such Option and any applicable rules and regulations established by the Committee and the issuance to the Participant of a certificate representing the Shares with respect to which the Option has been exercised, the Participant shall have all of the rights of a stockholder of the Company with respect to the Shares issued as a result of such exercise. Prior to the issuance to a Participant of a certificate representing Shares issuable to the Participant upon his or her exercise of an Option, the Participant shall not have any rights as a stockholder of the Company with respect to such Shares.

~~ARTICLE 5.~~

~~RESTRICTED SHARES AND RESTRICTED UNITS~~

~~5.01~~ ~~Awards of Restricted Shares and Restricted Units~~. Subject to the limitations set forth in Article 3 and to the other terms and conditions of the Plan, Restricted Shares and Restricted Units may be granted to such Eligible Persons, at such times, and in such amounts, as the Committee may determine in its discretion. In addition to Awards of Restricted Shares or Restricted Units which may be made to any Eligible Person in recognition of services provided to the Company and its Affiliates or as an incentive for such Eligible Person to continue to contribute to the profitability and growth of the Company and its Affiliates, effective as of the date hereof, the Company has adopted a framework under which a specific type of Restricted Unit Awards will be made, which framework, as amended from time to time prior to the effective date hereof, is known as the Gibraltar Industries, Inc. Management Stock Purchase Plan (the “MSPP”). The MSPP is intended to be treated as an integral part of this Plan and provides for the granting of Awards of Restricted Units to Eligible Persons in consideration for and recognition of the agreement of such Eligible Persons to authorize the Company to credit Restricted Units to an account established for the benefit of such Eligible Persons under the MSSP in lieu of the payment to such Eligible Persons of a portion of the base salary and/or a portion of the annual incentive bonus (in the case of an Eligible Person that is an Employee) or all or part of the Director fees (in the case of an Eligible Person that is a member of the Company’s Board of Directors) which such Eligible Persons would otherwise be entitled to receive from the Company and its Affiliates.

~~5.02~~ ~~Restrictions and Restricted Period~~. At the time of each grant of Restricted Shares or Restricted Units to any Participant, the Committee shall establish a period of time within which the Restricted Shares or Restricted Units covered by such grant (and the Participant’s right to receive payment with respect to such Restricted Units) may not be sold, assigned, transferred (other than a transfer to the Participant’s Beneficiary occurring by reason of the Participant’s death), made subject to gift, or otherwise disposed of, or mortgaged, pledged or otherwise encumbered, whether voluntarily or by operation of law. The Committee in its discretion may prescribe a separate Restricted Period for any specified portion of the Restricted Shares or Restricted Units granted pursuant to any Award.

~~5.03~~ ~~Rights While Restricted Shares Remain Subject to Restrictions~~. Restricted Shares granted to a Participant hereunder may be issued to the Participant as of the Date of Grant as uncertificated shares or as Shares represented by a stock certificate bearing a legend or legends making appropriate references to the Restrictions. Until the Restrictions which apply to Restricted Shares lapse in accordance with the provisions of Section 5.05 below or Section 9.01(c), the Restricted Shares granted to a Participant which are not certificated shall be held in the Participant’s name in a bookkeeping account maintained by the Company and Restricted Shares granted to a Participant and represented by a stock certificate shall continue to bear the legend or legends making reference to the Restrictions. A separate account shall be maintained for all Restricted Shares granted to a Participant with a Restricted Period ending on the same date.

Except for the Restrictions which apply to Restricted Shares, and subject to the forfeiture provisions applicable under Section 5.06 below, a Participant shall have, with respect to all Restricted Shares so held for his account, all of the rights of a stockholder of the Company, including full voting rights with respect to such Shares and the right to receive currently with respect to the Participant’s Restricted Shares all dividends and other distributions payable generally on the Company’s Shares. If any dividends or distributions so payable are paid in Shares, the Shares paid as a dividend or distribution with respect to a Participant’s Restricted Shares shall be subject to the same Restrictions and provisions relating to forfeiture as apply to the Restricted Shares with respect to which they were paid. Such stock dividend Shares shall themselves be treated as Restricted

~~A- 8~~

~~Shares, and shall be credited to the same account which the Company maintains for those Restricted Shares of the Participant with respect to which such stock dividends or distributions were paid.~~

Notwithstanding the foregoing, if the instrument evidencing the grant of any Restricted Shares to a Participant so provides, all cash dividends and distributions payable generally on the Company’s Shares that are otherwise payable with respect to the Restricted Shares granted to the Participant shall not be paid currently to the Participant but instead, shall be applied to the purchase of additional Shares for the Participant’s account. The additional Shares so purchased shall be subject to the same Restrictions and provisions relating to forfeiture as apply to the Restricted Shares with respect to which they were paid. Such additional Shares shall themselves be treated as Restricted Shares, and shall be credited to the same account which the Company maintains for those Restricted Shares of the Participant with respect to which such dividends or distributions were paid. The purchase of any such additional Shares shall be made in accordance with such other procedure as may be specified in the instrument evidencing the grant of the Restricted Shares on which such dividends are paid.

~~5.04~~ ~~Rights While Restricted Units Remain Subject to Restrictions~~. No Shares shall be issued at the time an award of Restricted Units is made. Except as provided in the following paragraph or otherwise provided by the instrument evidencing an Award of Restricted Units, a Participant that is the holder of an Award of Restricted Units shall not have any rights as a shareholder with respect to such Restricted Units. Restricted Units granted to a Participant hereunder shall be credited to a bookkeeping account maintained by the Company for the Participant. A separate account shall be maintained for all Restricted Units granted to a Participant with a Restricted Period ending on the same date and for all Dividend Equivalent Units that are to be credited to such account in accordance with the next following paragraph.

If any dividends or other distributions payable on the Company’s Shares are paid in Shares during any period that a Participant holds an Award of Restricted Units, as of the applicable Dividend Payment Date, a number of additional Restricted Units shall be credited to each account established for the Participant to reflect the number of Restricted Units held by the Participant as of such Dividend Payment Date. The number of additional Restricted Units to be credited shall be determined by ~~first~~ multiplying: (a) the total number of Restricted Units standing to the Participant’s credit in such account on the day immediately preceding such Dividend Payment Date (including all Dividend Equivalent Units credited to such account on all previous Dividend Payment Dates); by (b) the per share dollar amount of the dividend paid on such Dividend Payment Date; ~~and then~~, (c) dividing the resulting amount by the Fair Market Value of one Share on such Dividend Payment Date. Dividend Equivalent Units awarded pursuant to this paragraph to a Participant that holds an Award of Restricted Units shall have the same Restricted Period as the Restricted Units with respect to which such Dividend Equivalent Units have been awarded.

~~5.05~~ ~~Lapse of Restrictions and Payment~~. Upon the expiration of the Restricted Period for any Restricted Shares or Restricted Units granted to a Participant hereunder but subject to the provisions of Section 5.06 below, the Restrictions applicable to such Restricted Shares or Restricted Units shall lapse, and payment with respect to such Restricted Shares or Restricted Units (including any related Dividend Equivalent Units) shall be made in accordance with the following provisions:

a.In the case of Restricted Shares, payment shall be made by delivery to the Participant of a stock certificate for the number of such Restricted Shares, free and clear of all Restrictions to which such shares were subject. However, if the Restricted Shares with respect to which the applicable Restrictions have lapsed includes a fractional Share, payment for such fractional Share shall be made in cash, in an amount equal to the Fair Market Value of such fractional Share determined as of the date on which such Restrictions lapsed. Delivery of such stock certificate and any such cash payment shall be made to the Participant as soon as practicable following the lapse of the applicable Restrictions.

b.In the case of Restricted Units (including related Dividend Equivalent Units), payment shall be made: (i) in all cases other than Restricted Units issued in connection with the MSPP, by the issuance and delivery to the Participant of a stock certificate for a number of Shares equal to the number of whole Restricted Units and related Dividend Equivalent Units with respect to which the applicable Restrictions have lapsed, and (ii) by payment in cash for any fractional Restricted Unit payable as a result of the lapse of such Restrictions, in an amount equal to the Fair Market Value of such fractional Restricted Unit determined as of the date as of which such Restrictions lapsed. In the case of Restricted Units issued pursuant to the terms of the MSPP, payment shall be made, in cash, in an amount and at the time provided for in the MSPP. Issuance of certificates for Shares shall be made in such manner and at such time or times as provided in such instrument. Unless otherwise provided by the instrument evidencing a grant of Restricted Units, payment with respect to any part or all of a Participant’s Restricted Units (including related Dividend Equivalent Units) may be deferred, at the Participant’s election, upon such terms and conditions as are specified by the Participant, in writing, subject to the restrictions on deferral of compensation contained in Code Section 409A.

~~5.06~~ ~~Termination of Service~~. Except as the instrument evidencing the grant of Restricted Shares or Restricted Units may otherwise provide, upon an Eligible Person’s Termination of Service for any reason prior to the expiration of the

~~A- 9~~

Restricted Period which is in effect for any Restricted Shares or Restricted Units (and related Dividend Equivalent Units) standing to his or her credit immediately prior to such Termination of Service, the Eligible Person’s right to receive payment with respect to such Restricted Shares, Restricted Units and Dividend Equivalent Units shall be forfeited and cancelled as of the date of such Termination of Service, and no payment of any kind shall be made with respect to such Restricted Shares, Restricted Units and Dividend Equivalent Units.

Notwithstanding the foregoing, if the Committee so determines, in its discretion, the instrument evidencing the Award of such Restricted Shares or Restricted Units may provide that if the Eligible Person’s Termination of Service occurs prior to the end of the Restricted Period established for such Restricted Shares or Restricted Units as a result of the Eligible Person’s death, Disability or Retirement, as a result of a termination of the Eligible Person’s employment by the Company without “cause” or as a result of a termination of the Eligible Person’s employment by the Eligible Person for a “good reason” (in each case, as “cause” and “good reason” may be defined in the instrument evidencing the grant of Restricted Shares or Restricted Units), payment will be made with respect to all or a Pro Rata Portion of such Restricted Shares or Restricted Units and any related Dividend Equivalent Units. In such case, only the Eligible Person’s right to receive payment with respect to any remaining portion of the Restricted Shares or Restricted Units (and related Dividend Equivalent Units) for which such Restricted Period was established shall be cancelled and forfeited. Any payment required to be made with respect to an Eligible Person’s Restricted Shares or Restricted Units (and related Dividend Equivalent Units) pursuant to this paragraph shall be made as soon as practicable after the date of such Eligible Person’s Termination of Service, and shall be made in the manner specified in Section 5.05.

Notwithstanding the provisions of Section 5.03 or of the above, if an Eligible Person's Termination of Service occurs, for any reason, prior to the expiration of the Restricted Period which is in effect for an Award of Restricted Shares, the Eligible Person shall, to the extent that the Eligible Person has forfeited any Restricted Shares in connection with such Termination of Service, be deemed to forfeit his right to all cash dividends received with respect to the portion of the Restricted Shares previously awarded to such Eligible Person which have been forfeited. In connection with the forfeiture by an Eligible Person of the cash dividends received by the Eligible Person with respect to the Restricted Shares previously awarded to the Eligible Person which have been forfeited, the Eligible Person shall be obligated to pay to the Company, no later than thirty (30) days following such Eligible Person's Termination of Service, the amount of the dividends received by such Eligible Person which is deemed to be forfeited pursuant to the provision of the preceding sentence. In connection with the foregoing, if, pursuant to the provisions of the preceding paragraph, the Committee has provided in the instrument evidencing the Award of Restricted Shares that the Eligible Person’s right to receive payment for all or a Pro Rata portion of the Restricted Shares will not be forfeited if the Eligible Person's Termination of Service occurs prior to the end of the Restricted Period established for such Restricted Shares as a result of the Eligible Person's death, Disability or Retirement, as a result of a termination of the Eligible Person’s employment by the Company without “cause” or as a result of a termination of the Eligible Person’s employment by the Eligible Person for a “good reason”, the Eligible Person will not forfeit his right to all cash dividends received with respect to the portion of Restricted Shares which have not been forfeited and such Eligible Person shall be entitled to retain all or a portion of such cash dividends.

~~5.07~~ ~~Notice of Code Section 83(b) Election~~. A Participant who files an election under Section 83(b) of the Code to include in gross income the Fair Market Value of any Restricted Shares granted hereunder while such Shares are still subject to Restrictions shall furnish the Company with a copy of the election so filed by the Participant, within ten days of the filing of such election with the Internal Revenue Service.

~~ARTICLE 6.~~

~~PERFORMANCE SHARES AND PERFORMANCE UNITS~~

~~6.01~~ ~~Awards of Performance Shares and Performance Units~~. Subject to the limitations set forth in Article 3 and to the other terms and conditions of the Plan, Performance Shares or Performance Units may be granted to such Eligible Persons, at such times, in such amounts, and upon such terms and conditions, as the Committee may determine in its discretion. Performance Shares and Performance Units shall be granted in accordance with the provisions set forth below.

~~6.02~~ ~~Establishment of Performance Goals and Performance Targets~~. In connection with each Award of Performance Shares or Performance Units, the Committee shall establish in writing, and the instrument evidencing the grant of such Award shall specify: (a) the Performance Goal or Goals and the Performance Period that will apply with respect to such Award; (b) the level or levels of achievement of the Performance Goal or Goals that must be met in order for payment to be made with respect to the Award; (c) the number of Performance Shares that will be issued and delivered to the recipient of the Award, or the percentage of the Performance Units (and any related Dividend Equivalent Units) credited to the recipient in connection with the Award as to which payment will be made, if the Performance Goal or Goals applicable to such Award: (i) have been fully achieved; (ii) have been exceeded; or (iii) have not been fully achieved but have been achieved at or beyond

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any minimum or intermediate level of achievement specified in the instrument evidencing the grant of such Award; and (d) such other terms and conditions pertaining to the Award as the Committee in its discretion may determine. In connection with any such Award made to any Covered Executive, the matters described in the preceding sentence shall be established within such period of time as may be permitted by the regulations issued under Section 162(m) of the Code.

~~6.03~~ ~~Rights While Performance Shares Remain Subject to Achievement of Performance Goals~~. Performance Shares granted to a Participant hereunder may be issued to the Participant as of the Date of Grant as uncertificated shares or as Shares represented by a stock certificate bearing a legend or legends making appropriate reference to the restrictions on transferability of such Performance Shares as hereinafter set forth. Until the Performance Period which applies to the Performance Shares expires, the Performance Shares granted to a Participant which are not certificated shall be held in the Participant’s name in a bookkeeping account maintained by the Company and Performance Shares granted to a Participant and represented by a stock certificate shall continue to bear the legend or legends making reference to the restrictions on transferability of such Performance Shares as hereinafter set forth.

Until the Performance Period which applies to an award of Performance Shares has expired, the Performance Shares shall not be sold, assigned, transferred (other than a transfer to the Participant’s Beneficiary occurring by reason of the Participant’s death), made subject to gift or otherwise disposed of, mortgaged, pledged or otherwise encumbered, whether voluntarily or by operation of law. A separate account shall be maintained for all Performance Shares granted to a Participant with a Performance Period ending on the same date.

Except for the restrictions on transferability which apply to Performance Shares, and subject to the forfeiture provisions applicable under Section 6.10 below, a Participant shall have, with respect to all Performance Shares so held for his account, all of the rights of a stockholder of the Company, including full voting rights with respect to such Shares and the right to receive currently with respect to the Participant’s Performance Shares, all dividends and other distributions payable generally on the Company’s Shares. If any dividends or distributions so payable are paid in Shares, the Shares paid as a dividend or distribution with respect to a Participant’s Performance Shares shall be subject to the same Performance Goals and provisions relating to forfeiture as apply to the Performance Shares with respect to which they were paid. Such stock dividend Shares shall themselves be treated as Performance Shares, and shall be credited to the same account which the Company maintains for those Performance Shares of the Participant with respect to which such stock dividends or distributions were paid.

Notwithstanding the foregoing, if the instrument evidencing the grant of any Performance Shares to a Participant so provides, all cash dividends and distributions payable generally on the Company’s Shares that are otherwise payable with respect to the Performance Shares granted to the Participant shall not be paid currently to the Participant but instead, shall be applied to the purchase of additional Shares for the Participant’s account. The additional Shares so purchased shall be subject to the same Performance Goals and provisions relating to forfeiture as apply to the Performance Shares, and shall be credited to the same account which the Company maintains for those Performance Shares of the Participant with respect to which such dividends or distributions were paid. The purchase of any such additional Shares shall be made in accordance with such other procedure as may be specified in the instrument evidencing the grant of the Performance Shares on which such dividends are paid.

~~6.04~~ ~~Rights While Performance Units Remain Subject to Achievement of Performance Goals~~. No Shares shall be issued at the time an Award of Performance Units is made. Except as provided in the following paragraph or otherwise provided in the instrument evidencing an Award of Performance Units, a Participant that is the holder of an Award of Performance Units shall not have any rights of a shareholder with respect to such Performance Units. Performance Units granted to a Participant hereunder shall be credited to a bookkeeping account maintained by the Company for the Participant. A separate account shall be maintained for all Performance Units granted to a Participant with a Performance Period ending on the same date and for all Dividend Equivalent Units that are to be credited to such account in accordance with the following paragraph.

If any dividends or other distributions payable on the Company’s Shares are paid in Shares during any period that a Participant holds an Award of Performance Units, as of the applicable Dividend Payment Date, a number of additional Performance Units shall be credited to each account established for the Participant to reflect the number of Performance Units held by the Participant as of such Dividend Payment Date. The number of such additional Performance Units to be credited shall be determined by ~~first~~ multiplying: (a) the total number of Performance Units standing to the Participant’s credit in such account on the day immediately preceding such Dividend Payment Date (including all Dividend Equivalent Units credited to such account on all previous Dividend Payment Dates); by (b) the per Share dollar amount of the dividend paid on such Dividend Payment Date; ~~andthen~~, (c) dividing the resulting amount by the Fair Market Value of one Share on such Dividend Payment Date. Dividend Equivalent Units awarded pursuant to this paragraph to a Participant that holds an Award of Performance Units shall have the same Performance Goals and Performance Period as the Performance Units with respect to which such Dividend Equivalent Units have been awarded.

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~~6.05~~ ~~Performance Goals for Covered Executives~~. In the case of any Award of Performance Shares or Performance Units to any Eligible Person who is a Covered Executive, the Performance Goal or Goals established in connection with such Award shall be based on one or more of the following business criteria, as determined by the Committee in its discretion: (a) the attainment of specified levels of, or increases in, the Company’s after-tax or pretax return on stockholder’s equity; (b) the attainment of specified levels in the fair market value of the Company’s Shares; (c) the attainment of specified levels of growth in the value of an investment in the Company’s Shares, assuming that all dividends paid on the Company’s Common Stock are reinvested in additional Shares; (d) the attainment of specified levels of, or increases in, the Company’s pre-tax or after-tax earnings, profits, net income, or earnings per share; (e) the attainment of specified levels of, or increases in, the Company’s earnings before income tax, depreciation and amortization (EBITDA); (f) attainment of specified levels of, or increases in, the Company’s net sales, gross revenues or cash flow from operations; (g) the attainment of specified levels of, or increases in, the Company’s working capital, or in its return on capital employed or invested; (h) the attainment of specified levels of, or decreases in, the Company’s operating costs or any one or more components thereof, or in the amount of all or any specified portion of the Company’s debt or other outstanding financial obligations; and (i) such other business performance criteria as may, from time to time, be established by the Committee in the instrument which contains the Award of Performance Shares or Performance Units.

Any of the business criteria described in the preceding paragraph which the Committee establishes as a Performance Goal may be measured either by the performance of the Company and its Affiliates on a consolidated basis, or by the performance of any one or more of the Company’s subsidiaries, divisions, or other business units, as the Committee in its discretion may determine. In its discretion, the Committee may also establish Performance Goals, based on any of the business criteria described in this Section 6.05, that require the attainment of a specified level of performance of the Company, or any of its subsidiaries, divisions or other business units, relative to the performance of other specified corporations, in order for such Performance Goals to be met.

The Committee may also, in its discretion, include in any Performance Goal the attainment of which depends on a determination of the net earnings or income of the Company or any of its subsidiaries, divisions or other business units, provisions which require such determination to be made by eliminating the effects of any decreases in or charges to earnings for: (a) the effect of foreign currency exchange rates; (b) any acquisitions, divestitures, discontinuances of business operations, restructurings, impairments, refinancings or other special charges; (c) the cumulative effect of any accounting changes; and (d) any “extraordinary items” as determined under generally accepted accounting principles, to the extent that such decreases or charges referred to in clauses (a) through (d) of this paragraph are separately disclosed in the Company’s Annual Report for each fiscal year within the applicable Performance Period.

~~6.06~~ ~~Performance Goals for Non-Covered Executives~~. In the case of Awards of Performance Shares or Performance Units made hereunder to Eligible Persons who are not Covered Executives, the Performance Goal or Goals applicable to such Awards shall be such corporate or individual goals as the Committee in its discretion may determine.

~~6.07~~ ~~Measurement of Performance~~. At the end of the Performance Period established in connection with any Award of Performance Shares or Performance Units, the Committee shall determine the extent to which the Performance Goal or Goals established for such Award have been met, and shall determine, on that basis, the number of Performance Shares or Performance Units included in such Award that have been earned and as to which payment will be made pursuant to Section 6.09 below, subject to the adjustments provided for in Section 6.08 and the forfeiture provisions of Section 6.10. In the case of any Award granted to a Covered Executive, the issuance of Performance Shares to the Covered Executive shall be subject to Section 162(m) of the Code.

~~6.08~~ ~~Adjustment of Award Amounts~~. The number of Shares issuable with respect to an Award on the basis of the level of attainment of the applicable Performance Goals as determined by the Committee under Section 6.07 shall be subject to adjustment in accordance with the following provisions:

a.To the extent not inconsistent with the terms of the Plan and if the instrument evidencing the Award so provides, the number of Shares otherwise issuable with respect to an Award to an Eligible Person who is not a Covered Executive may be increased or decreased to the extent determined by the Committee in its discretion, based on the Committee’s evaluation of the Eligible Person’s individual performance or to reflect such other events, circumstances or factors as the Committee in its discretion deems appropriate in determining the extent to which payment should be made with respect to the Eligible Person’s Award.

b.Notwithstanding the provisions of Section 6.08(a) above, the Committee shall not have any authority to increase the number of Shares otherwise issuable with respect to any Award of Performance Shares or Performance Units to a Covered Executive. However, if the instrument evidencing an Award to a Covered Executive so provides, the

~~A- 12~~

Committee may, in its discretion, reduce the number of Shares otherwise issuable with respect to such Award: (i) to reflect any decreases in or charges to earnings that were not taken into account pursuant to clause (a), (b), (c), or (d) of the last paragraph of Section 6.05 in determining net earnings or income for purposes of any Performance Goal established in connection with such Award; (ii) to reflect any credits to earnings for extraordinary items of income or gain that were taken into account in determining net earnings or income for such purposes; (iii) to reflect the Committee’s evaluation of the Covered Executive’s individual performance; or (iv) to reflect any other events, circumstances or factors which the Committee believes to be appropriate in determining the extent to which payment should be made with respect to the Covered Executive’s Award.

~~6.09~~ ~~Payment of Awards~~. Payment with respect to that number of Performance Shares or Performance Units subject to any Award which the Committee has determined under Section 6.07 above to have been earned, as adjusted to the extent determined by the Committee under Section 6.08, shall be made in accordance with the following provisions:

a.In the case of any such Performance Shares, payment shall be made by the issuance and delivery to the Participant of a stock certificate for the requisite number of such Shares free of the legends making reference to restrictions on transferability of the Performance Shares provided for by this Plan. However, if the Performance Shares with respect to which payment is to be made include a fractional Share, payment of such fractional Share shall be made in cash, in an amount equal to the Fair Market Value of such fractional Share determined as of the end of the Performance Period. Such Shares shall be issued and delivered, and, if applicable, such cash payment shall be made, to the Participant as soon as practicable after the end of the Performance Period applicable to the Award in question.

b.In the case of Performance Units, (including related Dividend Equivalent Units), payment shall be made: (i) by the issuance and delivery to the Participant of a stock certificate for a number of Shares equal to the total number of such whole Performance Units and related Dividend Equivalent Units; and (ii) by payment in cash for any fractional Unit in an amount equal to the Fair Market Value of such fractional Unit determined as of the day immediately preceding the date as of which payment is to be made. Notwithstanding the foregoing, payment for such Performance Units (including related Dividend Equivalent Units) may be made wholly or partly in cash, in an amount equal to the Fair Market Value of all of the Units and any fractional Unit as to which a cash payment is to be made, if the instrument evidencing the grant of such Performance Units so provides. Payment shall be made in such manner and at such time or times as provided in such instrument. Unless otherwise provided by the instrument evidencing the grant of Performance Units, payment with respect to any part or all of a Participant’s Performance Units (including any related Dividend Equivalent Units) may be deferred, at the Participant’s election, upon such terms and conditions as are specified by the Participant, in writing, subject to the restrictions on deferral of compensation contained in Code Section 409A.

~~6.10~~ ~~Termination of Service~~. Except as the instrument evidencing the grant of Performance Shares or Performance Units may otherwise provide, upon an Eligible Person’s Termination of Service for any reason prior to the end of the Performance Period established for any Award of Performance Shares or Performance Units, such Award shall be cancelled, all Performance Shares or Performance Units included in such Award, and all Dividend Equivalent Units that were credited with respect to such Performance Shares or Performance Units, shall be forfeited, and no payment of any kind shall be made with respect to such Award.

Notwithstanding the foregoing, if the Committee so determines, in its discretion, the instrument evidencing any such Award may provide that if the Eligible Person’s Termination of Service occurs prior to the end of the Performance Period established for such Award as a result of the Eligible Person’s death, Disability or Retirement, as a result of a termination of the Eligible Person’s employment by the Company without “cause” or as a result of a termination of the Eligible Person’s employment by the Eligible Person for a “good reason” (in each case, as “cause” and “good reason” may be defined in the instrument evidencing the grant of Performance Shares or Performance Units), payment will be made at the end of the Performance Period, in accordance with the provisions of Section 6.09, with respect to all or a Pro Rata Portion of the number of Shares and/or the amount of cash that otherwise would have been payable to the Eligible Person, as determined in accordance with the provisions of Sections 6.07 and 6.08, if the Eligible Person’s Termination of Service had not occurred prior to the end of such Performance Period. In such case, only the Eligible Person’s right to receive payment with respect to any remaining portion of the Performance Shares or Performance Units (and related Dividend Equivalent Units) included in such Award shall be cancelled and forfeited.

Notwithstanding the provisions of Section 6.03 above and notwithstanding the absence of the provisions of this paragraph from provisions of any instrument containing the provisions of an Award issued prior to the effective date of this Amendment and Restatement, if an Eligible Person's Termination of Service occurs, for any reason, prior to the expiration of the Performance Period which is in effect for an Award of Performance Shares, the Eligible Person shall, upon such Termination of Service, be deemed to forfeit his right to all cash dividends received with respect to the portion of the Performance Shares previously awarded to such Eligible Person which have been forfeited. In connection with the forfeiture by an Eligible Person of the cash dividends received by the Eligible Person with respect to the Performance Shares previously awarded to the Eligible Person which have

~~A- 13~~

been forfeited, the Eligible Person shall be obligated to pay to the Company, no later than thirty (30) days following such Eligible Person's Termination of Service, the amount of the dividends received by such Eligible Person which is deemed to be forfeited pursuant to the provision of the preceding sentence. In connection with the foregoing, if, pursuant to the provisions of the preceding paragraph, the Committee has provided in the instrument evidencing the Award of Performance Shares that the Eligible Person shall have the right to receive payment for Performance Shares awarded to the Eligible Person if the Eligible Person's Termination of Service occurs prior to the end of the Performance Period established for such Performance Shares as a result of the Eligible Person's death, Disability or Retirement, as a result of a termination of the Eligible Person’s employment by the Company without “cause” or as a result of a termination of the Eligible Person’s employment by the Eligible Person for a “good reason”, the Eligible Person will not forfeit his right to all cash dividends received with respect to the portion of Performance Shares which have not been forfeited and that such Eligible Person shall be entitled to retain all or a portion of such cash dividends.

~~6.11~~ ~~Notice of Code Section 83(b) Election~~. A Participant who files an election under Section 83(b) of the Code to include in gross income the Fair Market Value of any Performance Shares granted hereunder while such Shares are still subject to achievement of Performance Goals shall furnish the Company with a copy of the election so filed by the Participant within ten (10) days of the filing of such election with the Internal Revenue Service.

~~ARTICLE 7.~~

~~RIGHTS~~

~~7.01~~ ~~Awards of Rights~~. a. Subject to the limitations set forth in Article 3 above and to the other terms and conditions of the Plan, Rights may be granted under the Plan to any Eligible Person at such times and upon such terms and conditions as the Committee, in its discretion may determine. Rights shall be granted in accordance with the provisions of this Article 7.

b.The terms of the instrument which contains the terms of an Award of Rights shall specify the number of Shares which shall be used as the basis for determining the value of the Rights at the end of the Appreciation Period and the Base Price in effect for those Shares.

c.Rights shall be exercisable at such time and upon such terms as may be established by the Committee in the instrument setting forth the terms of the Award; provided that, in no event shall the period of time that an Award of Rights is exercisable extend beyond the ten (10) year period beginning on the Date of Grant.

d.Rights shall be subject to the same transferability restrictions applicable to all Awards and may not be transferred during the holder’s lifetime, except to one or more family members as provided in Section 8.02.

e.~~The holder of a Right shall not have any stockholder rights with respect to the Shares used to determine the value of the Right.~~

~~7.02~~ ~~Dividend Equivalent Units~~. If any dividends or other distributions payable on the Company’s Shares are paid in Shares during any period that a Participant holds an Award of Rights, as of the applicable Dividend Payment Date, a number of additional Rights shall be credited to any account established for the Participant to reflect the number of Rights held by the Participant as of such Dividend Payment Date. The number of such additional Rights to be credited shall be determined by ~~first~~ multiplying: (a) the total number of Rights standing to the Participant’s credit in such account on the day immediately preceding such Dividend Payment Date (including all Dividend Equivalent Units credited to such account on all previous Dividend Payment Dates); by (b) the per share dollar amount of the dividend paid on such Dividend Payment Date; and ~~then~~ (c) dividing the resulting amount by the Fair Market Value of one Share on such Dividend Payment Date. Additional Rights awarded pursuant to this Section to a Participant that holds an Award of Rights shall be exercisable at the same time and upon the same terms as the Rights with respect to which such additional Rights are to be issued; provided that, the Base Price of such rights shall be equal to the Fair Market Value of a Share, determined as of the applicable Dividend Payment Date.

~~7.03~~ ~~Termination of Service~~. Except as the instrument evidencing the grant of an Award of Rights may otherwise provide, upon an Eligible Person’s Termination of Service for any reason prior to the expiration of the Appreciation Period which is in effect for any Right (and related Dividend Equivalent Units) standing to his or her credit immediately prior to such Termination of Service, the Eligible Person’s right to exercise such Right shall be forfeited and cancelled as of the date of such Termination of Service, and no payment of any kind shall be made with respect to such Right and related Dividend Equivalent Units.

Notwithstanding the foregoing, if the Committee so determines, in its discretion, the instrument evidencing the Award of such Right may provide that if the Eligible Person’s Termination of Service occurs prior to the end of the Appreciation Period established for such Right as a result of the Eligible Person’s death, Disability or Retirement, as a result of a termination of the Eligible Person’s employment by the Company without “cause” or as a result of a termination of the

~~A- 14~~

Eligible Person’s employment by the Eligible Person for a “good reason” (in each case, as “cause” and “good reason” may be defined in the instrument evidencing the grant of Rights), payment will be made with respect to all or a Pro Rata Portion of such Right and any related Dividend Equivalent Units. In such case, only the Eligible Person’s right to receive payment with respect to any portion of the Right (and related Dividend Equivalent Units) which has been forfeited shall be cancelled and forfeited. Any payment required to be made with respect to an Eligible Person’s Right (and related Dividend Equivalent Units) pursuant to this paragraph shall be made as soon as practicable after the date of such person’s Termination of Service, and shall be made in the manner specified in Section 7.04.

~~7.04~~ ~~Payment of Awards~~. In the case of Rights, (including related Dividend Equivalent Units), payment shall be made: (a) by the issuance and delivery to the Participant of a stock certificate for a number of Shares having a Fair Market Value on the date the Rights are exercised equal to: (i) the aggregate Fair Market Value of the Shares used as the basis for determining the value of the Rights being exercised, determined as of the date the Rights are exercised; minus (ii) the aggregate Base Price in effect for the Rights being exercised; and (b) by payment in cash for any fractional Shares which would be issued using the formula contained in (a) above. Issuance of certificates for Shares shall be made in such manner and at such time or times as provided in such instrument. Unless otherwise provided by the instrument evidencing the grant of Rights, issuance of certificates for Shares with respect to any part or all of a Participant’s Rights (including any related Dividend Equivalent Units) may be deferred, at the Participant’s election, upon such terms and conditions as are specified by the Participant, in writing, subject to the restrictions on deferral of compensation contained in Code Section 409A.

~~ARTICLE 8.~~

~~TRANSFERABILITY OF AWARDS~~

~~8.01~~ ~~Restrictions on Transfers~~. Except as otherwise provided by Section 8.02 below: (a) any Option granted to an Eligible Person under the Plan shall be nontransferable and may be exercised during the Eligible Person’s lifetime only by the Eligible Person; (b) any Restricted Shares, Restricted Units, Performance Shares, Performance Units and Rights granted to an Eligible Person under the Plan shall not be transferrable by the Eligible Person during his or her lifetime; and (c) a Participant’s right to receive payment of Shares or cash with respect to any Award granted to the Participant under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Participant.

~~8.02~~ ~~Permitted Transfers~~. Notwithstanding the provisions of Section 8.01 above, if the instrument evidencing the grant of any Award so provides, the recipient of such Award may transfer his or her rights with respect to such Award, or any portion thereof, to any “family member” of the recipient, as that term is defined in the General Instructions to Form S‑8 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, subject to such limitations, terms and conditions as may be specified in such instrument.

~~ARTICLE 9.~~

~~EFFECTS OF CHANGE IN CONTROL~~

~~9.01~~ ~~Change in Control~~. Notwithstanding any other provision in the Plan to the contrary, except as otherwise provided in the Merger Sale Agreement entered into by the Company in connection with a Change in Control, upon the occurrence of a Change in Control, the following provisions shall apply:

a.Each Option outstanding on the day immediately preceding the date on which the Change in Control occurs shall be converted to a right to receive an Option Cash Out Payment. Payment of the Option Cash Out Payment shall be made to the holder of the Option in one lump sum payment, less applicable withholding taxes, on the date on which the Change in Control occurs.

b.Each Right outstanding on the day immediately preceding the date on which the Change in Control occurs shall be converted to a right to receive a Right Cash Out Payment. Payment of the Right Cash Out Payment shall be made to the holder of the Right in one lump sum payment, less applicable withholding taxes, on the date on which the Change in Control occurs.

c.The Restricted Periods applicable to all Restricted Shares and Restricted Units (including any related Dividend Equivalent Units) granted to a Participant hereunder that are still outstanding on the day immediately preceding the date on which such Change in Control occurs shall expire on such date; all Restrictions applicable to such outstanding Restricted Shares, Restricted Units and related Dividend Equivalent Units shall lapse on such date; and the Participant’s rights to receive delivery or payment with respect to all such outstanding Restricted Shares, Restricted Units and related Dividend Equivalent Units shall become nonforfeitable as of such date. Payment with respect to such outstanding

~~A- 15~~

Restricted Shares, Restricted Units and related Dividend Equivalent Units shall be made on the date the Change in Control occurs. Unless the Committee determines that payment with respect to Restricted Shares and Restricted Units is to be made in the form of a cash payment instead of the issuance and delivery of Shares, the Company shall take whatever steps are necessary to cause all such Restricted Shares and Shares attributable to Restricted Units to be issued to the applicable Participants, and to be treated as outstanding, as of the date the Change in Control occurs.

d.The Performance Periods applicable to all Performance Shares and Performance Units (including any related Dividend Equivalent Units) granted to a Participant hereunder that are still outstanding on the day immediately preceding the date on which such Change in Control occurs shall end on such date; all Performance Goals that were established in connection with the Award of such Performance Shares or Performance Units shall be deemed to have been satisfied in full as of such date at the targeted level of performance established for such Performance Shares or such Performance Units; the number of Performance Shares or the percentage of the Performance Units as to which payment is to be made in the event the Performance Goal or Goals applicable to the Award of such Shares or Units are met at the targeted level of performance, as specified in the instrument evidencing the grant of such Award, shall be deemed to be earned in full as of such date; and the Participant shall acquire on such date a nonforfeitable right to receive payment with respect to such number of Performance Shares (including any cash payment for dividends payable thereon, if the instrument evidencing the grant of such shares provides for such cash payment), or with respect to such percentage of the Performance Units (and any related Dividend Equivalent Units), determined without any adjustment under Section 6.09(a) or (b). Payment with respect to such Performance Shares, Performance Units and related Dividend Equivalent Units shall be made on the date the Change in Control occurs. Unless the Committee determines that payment with respect to such Performance Shares and Performance Units is to be made in the form of a cash payment instead of by the issuance and delivery of Shares, the Company shall take whatever steps are necessary to cause all such Performance Shares and Shares attributable to Performance Units to be issued to the applicable Participants, and to be treated as outstanding, as of the date the Change in Control occurs.

~~9.02~~ ~~Substitution of New Awards~~. Notwithstanding the provisions of Section 9.01, if provided for by a Merger Sale Agreement entered into in connection with a Change in Control, the rights of Participants under any Awards outstanding on the day immediately preceding the Change in Control shall be honored or assumed or new rights issued therefor by the entity which survives the Change in Control (each such honored, assumed or substituted Award being hereinafter an “Alternative Award”); provided that, any such Alternative Award satisfies the following criteria:

a.~~the Alternative Award must be based on stock which is traded on an established securities market, or which will be so traded within thirty (30) days of the Change in Control;~~

b.the Alternative Award must provide the Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise schedule; and

c.~~the Alternative Award must have economic value substantially equivalent to the value of such Award (determined at the time of the Change in Control).~~

~~ARTICLE 10.~~

~~COMPLIANCE WITH CODE SECTION 409A~~

~~10.01~~ ~~In General~~. This Article 10 is intended to comply with final regulations promulgated under Code Section 409A. If and to the extent that an amount which is payable with respect to any Award made pursuant to the terms of this Plan is determined to be deferred compensation within the meaning of Code Section 409A, notwithstanding any contrary provision of this Plan or any Award or in any instrument pursuant to which an Award is granted under the Plan (an “Award Instrument”), payment of such deferred compensation shall only be made in a manner which complies with the requirements of Code Section 409A and the regulations promulgated thereunder.

~~10.02~~ ~~409A Excluded Stock Rights~~. All Non-Qualified Stock Options and Rights awarded under the Plan are intended not to provide for the deferral of compensation, in accordance with Treas. Reg. §1.409A-1(b)(5)(i)(A) and (B) (said Awards are hereinafter referred to as “409A Excluded Stock Rights”), except where an Award Instrument states explicitly that the Award is intended to provide for a deferral of compensation (such Award is hereinafter referred to as a “409A Non-Excluded Stock Right”). Accordingly, the Plan shall be construed, and may be amended, in such manner as will ensure that 409A Excluded Stock Rights remain excluded from the application of Code Section 409A. Without limiting the generality of the foregoing:

~~A- 16~~

a. no 409A Excluded Stock Right shall be awarded with an exercise price that is less than the Fair Market Value of the Common Stock on the Date of Grant where Fair Market Value is determined in a manner permitted under Treas. Reg. §1.409A-1(b)(5)(iv);

b. no 409A Excluded Stock Right shall be modified, extended or exchanged for a new Award if such modification, extension or exchange would cause the 409A Excluded Stock Right to become (or be replaced by) a 409A Non-Excluded Stock Right or other Award that is subject to Code Section 409A;

c. a 409A Excluded Stock Right shall expire no later than its original expiration date and, if a Excluded Stock Right would expire after its original expiration date, because the Participant has died or otherwise become unable to exercise the Stock Right due to a mental or physical disability, the Stock Right shall be deemed exercised by the owner thereof on the day preceding its original expiration date if the then Fair Market Value of the Common Stock exceeds the exercise price;

d. any extension of a 409A Excluded Stock Right, whether pursuant to a provision of the Plan or an exercise of Committee discretion, shall not extend the term of the Award beyond the earlier of (i) the original expiration date stated in the Award Instrument, or (ii) the tenth anniversary of the Award;

e.~~no 409A Excluded Stock Right shall permit the deferral of compensation beyond the date of exercise;~~

f. no dividends shall be paid or credited on a 409A Excluded Stock Right that would have the effect of reducing the exercise price of the 409A Excluded Stock Right below Fair Market Value of the Common Stock on the Date of Grant in violation of Code Section 409A and the Treas. Reg. §1.409A-1(b)(5)(i)(E); and

g. any Common Stock, cash or other consideration to be transferred to the Participant in connection with the exercise of the 409A Excluded Stock Right shall be transferred as soon as practicable and in all events within 30 days following the exercise date and the Participant shall have no right to determine the calendar year in which such transfer occurs.

~~10.03~~ ~~409A Non-Excluded Stock Rights~~. If an Award Instrument states explicitly that the Non-Qualified Stock Option or the Right granted thereunder is intended to provide for a deferral of compensation in accordance with Treas. Reg. §1.409A-1(b)(5)(i)(C) (such Award is hereinafter referred to as “409A Non-Excluded Stock Right”), the Award Instrument shall be deemed to incorporate the terms and conditions necessary to avoid inclusion of the Award in the Participant’s gross income pursuant to Section 409A(a)(1) of the Code and the Plan and Award Instrument shall be interpreted in accordance with Section 409A of the Code and the regulations and other interpretive guidance issued thereunder so as to avoid the inclusion of the Award in gross income pursuant to Section 409A(a)(1) of the Code. Without limiting the generality of the foregoing:

~~(e)~~the Award Instrument shall specify that the 409A Non-Excluded Stock Right will expire on the last day of the calendar year in which the 409A Non-Excluded Stock Right becomes exercisable, and that any Common Stock, cash or other consideration to be transferred to the Participant in connection with the exercise of the 409A Non-Excluded Stock Right shall be transferred to the Participant on or before March 15 of the calendar year following the calendar year in which the 409A Non-Excluded Stock Right becomes exercisable;

~~(f)the date on which the 409A Non-Excluded Stock Right becomes exercisable may not be accelerated except as may be permitted under Treas. Reg. §1.409A-3(j); and~~

~~(g)~~in the case of a 409A Non-Excluded Stock Right that becomes exercisable as a result of the separation from service of a Participant who is a “specified employee” within the meaning of Treas. Reg. §1.409A-1(i) as applied by the Company, no Common Stock, cash or other consideration shall be transferred to the Participant in connection with the exercise of the 409A Non-Excluded Stock Right until the day following the 6-month anniversary of the Participant’s separation from service.

~~10.04~~ ~~409A Excluded Current Property Transfers~~. Restricted Shares and Performance Shares (“Current Property Transfers”) awarded under the Plan are intended not to provide for the deferral of compensation, in accordance with Treas. Reg. §1.409A-1(b)(6) (said Awards are hereinafter referred to as “409A Excluded Current Property Transfers”), unless the Award Instrument states explicitly that the Award is intended to provide for a deferral of compensation (such an Award is hereinafter referred to as “409A Non-excluded Current Property Transfer”). Accordingly, the Plan shall be construed, and may be amended, to ensure that 409A Excluded Current Property Transfers remain excluded from the application of Code Section 409A. Without limiting the generality of the foregoing, no Award Instrument shall provide for or permit the deferral of

~~A- 17~~

compensation resulting from a 409A Excluded Current Property Transfer beyond the date on which the 409A Excluded Current Property Transfer would otherwise become includable in gross income in accordance with the rules of Code Section 83 (or would have become includable but for the exercise of an election under Code Section 83(b)).

~~10.05~~ ~~409A Non-Excluded Current Property Transfers~~. If, under the terms of an Award Instrument, a Current Property Transfer would be deemed to be a deferral of compensation under Section 409A of the Code (such Award is hereinafter referred to as “409A Non-Excluded Current Property Transfer”), the Award Instrument shall be deemed to incorporate the terms and conditions necessary to avoid inclusion of the Award in the Participant’s gross income pursuant to Section 409A(a)(1) of the Code and the Plan and Award Instrument shall be interpreted in accordance with Section 409A of the Code and the regulations and other interpretive guidance issued thereunder so as to avoid the inclusion of the Award in gross income pursuant to Section 409A(a)(1) of the Code. Without limiting the generality of the foregoing:

~~(h)the Award Instrument shall specify one or more dates or events permitted under Code Section 409A(a)(2)(A) at which time the Award will be settled in cash or vested property;~~

~~(i)the Award Instrument shall specify the manner in which the Award will be paid (e.g., lump sum or installments) and the dates on or periods within which payment will occur;~~

~~(j)the date of settlement of the Award shall not be accelerated except as otherwise permitted under Treas. Reg. §1.409A-3(j); and~~

~~(k)~~in the case of a 409A Non-excluded Current Property Transfer that becomes payable as a result of the separation from service of a Participant who is a “specified employee” within the meaning of Treas. Reg. §1.409A-1(i) as applied by the Company, no cash or property shall be paid to the Participant in connection with the settlement of the Award until the day following the 6-month anniversary of the Participant’s separation from service.

~~10.06~~ ~~409A Excluded Future Property Transfers~~. Any Awards permitted under the Plan other than those referred to in Sections 10.02, 10.03, 10.04 and 10.05 including, but not limited to, Restricted Units and Performance Units (“Future Property Transfers”), are intended not to provide for the deferral of compensation, in accordance with the short-term deferral rule set forth in Treas. Reg. §1.409A-1(b)(4) (said Awards are hereinafter referred to as “409A Excluded Future Property Transfers”) unless the terms of the Award Instrument, the Future Property Transfer would be deemed to result in a deferral of compensation under Section 409A of the Code (such an Award is hereinafter referred to as a “409A Non-excluded Future Property Transfer”). Accordingly, the Plan shall be construed, and may be amended, to ensure that 409A Excluded Future Property Transfers remain excluded from the application of Code Section 409A. Without limiting the generality of the foregoing, the Award Instrument shall provide (or shall be construed to provide) that a 409A Excluded Future Property Transfer must be settled in cash or vested property on or before March 15 of the calendar year following the calendar year in which the 409A Excluded Future Property Transfer ceased to be subject to a substantial risk of forfeiture within the meaning of Treas. Reg. §1.409A-1(b)(4).

~~10.07~~ ~~409A Non-excluded Future Property Transfers~~. If, under the terms of an Award Instrument, a Future Property Transfer would be deemed to result in a deferral of compensation in accordance with Treas. Reg. §1.409A-1(b)(4) (“409A Non-excluded Future Property Transfer”), the Award Instrument shall be deemed to incorporate the terms and conditions necessary to avoid inclusion of the Award in the Participant’s gross income pursuant to Section 409A(a)(1) of the Code and the Plan and Award Instrument shall be interpreted in accordance with Section 409A of the Code and the regulations and other interpretive guidance issued thereunder so as to avoid the inclusion of the Award in gross income pursuant to Section 409A(a)(1) of the Code. Without limiting the generality of the foregoing:

~~(l)the Award Instrument shall specify one or more dates or events permitted under Code Section 409A(a)(2)(A) at which time the Award will be settled in cash or vested property;~~

~~(m)the Award Instrument shall specify the manner in which the Award will be paid (e.g., lump sum or installments) and the dates on or periods within which payment will occur;~~

~~(n)the date of settlement of the Award shall not be accelerated except as otherwise permitted under Treas. Reg. §1.409A-3(j); and~~

~~(o)~~in the case of a 409A Non-excluded Future Property Transfer that becomes payable as a result of the separation from service of a Participant who is a “specified employee” within the meaning of Treas. Reg. §1.409A-1(i) as

~~A- 18~~

applied by the Company, no cash or property shall be paid to the Participant in connection with the settlement of the Award until the day following the 6-month anniversary of the Participant’s separation from service.

~~10.08~~ ~~Authority To Amend Plan And/Or Award Instrument~~. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the date of this Plan amendment), the Committee may adopt such amendments to the Plan and/or the applicable Award Instrument as the Committee determines are necessary or appropriate to (1) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (2) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

~~10.09~~ ~~Protection of the Committee and Others~~. Notwithstanding the foregoing provisions of this Article 10, neither the Company, nor any officer, employee, director or agent of the Company or any affiliate of the Company, nor any member of the Committee, shall have any liability to any Participant on account of an Award hereunder being taxable under Code Section 409A regardless of whether such person could have taken action to prevent such result and failed to do so. To the extent permitted by law, the Company shall indemnify and defend any officer, employee, director or agent of the Company or of any affiliate of the Company, and any member of the Committee, from any claim based on an Award becoming taxable under Code Section 409A resulting from such person’s action taken, or action failed to be taken, in connection with the Plan or any Award Instrument.

~~ARTICLE 11.~~

~~ADMINISTRATION~~

~~11.01~~ Administration of the Plan. ~~a. Except as otherwise specifically provided~~(a) The Committee shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan. In addition to the responsibilities and powers assigned to the Committee elsewhere in the Plan, the Committee shall have the authority, in its discretion, to establish, from time to time, guidelines or regulations for the administration of the Plan, to interpret the Plan, and to make all determinations it considers necessary or advisable for the administration of the Plan. All decisions, actions or interpretations of the Committee under the Plan shall be ~~administered: (i) by~~final, conclusive and binding upon all parties. The Committee may correct any defect, supply any omission or reconcile any inconsistency in such manner and to such extent as shall be deemed necessary or advisable to carry out the ~~Compensation Committee with respect to all matters pertaining to Awards that may be made or granted or that have been made or granted: (A) to members~~purposes of the Board of Directors; (B) to any Eligible Person who is not an Employee; and (C) except as provided in Section 11.01(a)(ii) below, to any Eligible Person who is an Employee; and (ii) by the Compensation Administration Committee with respect to those specific matters pertaining to Awards to Employees who are not Executive Officers that are within the scope of the authority granted to the Compensation Administration Committee under Section 11.04 below or delegated by the Compensation Committee to the Compensation Administration Committee pursuant to Section 11.05 below.this Plan.

b.(b) No Covered Individual shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under the Plan. The Company shall, to the maximum extent permitted by applicable law and the Certificate of Incorporation and By-laws of the Company, indemnify and hold each Covered Individual harmless from and against any loss, cost or expense (including reasonable attorney fees) or liability (including any amount paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection with the Plan or any Award granted pursuant to the Plan. Such indemnification shall be in addition to any rights of indemnification such individuals may have under applicable law or under the Certificate of Incorporation and By-laws of the Company.

~~11.02~~4.02 ~~The Committee’s Power~~Allocation and ~~Authority~~Delegation of Responsibilities. In addition to the responsibilities and powers assigned to the Committee elsewhere in the Plan, the Committee ~~shall have the authority, in its discretion,~~may allocate among themselves and/or delegate to ~~establish, from time to time, guidelines or regulations for the administration~~employees of the ~~Plan, to interpret the Plan,~~Company or other persons or parties any ministerial, clerical and ~~to make all determinations it considers necessary or advisable for the administration of the Plan. All decisions, actions or interpretations~~recordkeeping responsibilities of the Committee ~~under the Plan shall be final, conclusive and binding upon all parties.~~

~~The Committee may designate Employees of the Company and professional advisors~~relating to ~~assist the Committee in its administration of the Plan and may grant authority to Employees of the Company to execute agreements or other documents on behalf of the Committee in connection with the~~ administration of the Plan. The Committee ~~may~~shall also have the authority to employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any advice and any computation received from any such counsel, consultant or agent. The Company shall pay all expenses and costs incurred by the Committee for the engagement of any such counsel, consultant or agent.

~~11.03~~ ~~Modification of Awards~~.

~~(a)~~To the extent not inconsistent with the terms of the Plan or any provision of applicable law (including, but limited to Code Section 409A), the Committee, in its discretion, may waive or modify any of the terms and conditions set forth in the instrument evidencing the grant of any Award made to a Participant hereunder; provided that, in no event shall the Committee waive or modify the terms and conditions of any Award in a manner which would accelerate the time

~~A- 19~~

at which an Eligible Person’s rights under an Award become non-forfeitable or in a manner which would accelerate the time which is otherwise provided for under the terms of any Award, at which an Eligible Person would be entitled to receive any payment of cash or Shares as contemplated by the Award.

~~(b)~~Notwithstanding the foregoing, no waiver or amendment may be authorized or directed by the Committee pursuant to this Section 11.03 without the consent of the Participant if it would adversely affect, to any material extent, any of the rights or obligations of the Participant with respect to such Award. In addition, no such waiver or amendment may be authorized or directed by the Committee pursuant to this Section 11.03 with respect to any Option, Restricted Shares or Restricted Units, Performance Shares or Performance Units or Rights awarded to any Covered Executive, if such waiver or amendment would cause the delivery of Shares or the payment of any cash amounts that are made with respect to such Award to fail to be deductible for federal income tax purposes pursuant to the applicable provisions of Section 162(m) of the Code and the regulations issued thereunder.

~~11.04~~ ~~Power and Authority of the Compensation Administration Committee~~. With respect to such number of Shares as the Compensation Committee may in its discretion determine to be available from time to time for the grant of Awards in any form to Employees who are not Executive Officers, the Compensation Administration Committee shall have the authority: (a) to determine which of such Employees shall receive Awards in each form; (b) to determine the time or times when Awards in such form shall be made to such Eligible Employees; (c) to determine the number of Shares that will be subject to any Option, or the number of Restricted Shares, Restricted Units, Performance Shares, Performance Units or Rights, to be included in any Award to any such Employee; (d) with respect to any Award of Performance Shares or Performance Units made to any such Employees, to make all determinations which the Committee is authorized to make with respect to such Award under the provisions of Section 6.02, Section 6.07 and Section 6.09(a); and (e) with respect to any Awards made to any such Employees pursuant to the Compensation Administration Committee’s exercise of the authority granted to it under this Section 11.04, to exercise all of the authority and powers granted to the Committee under Section 11.02 above and under the second paragraph of Section 11.05 below, but only to the extent that any such exercise by the Compensation Administration Committee is not inconsistent with any action taken by the Compensation Committee, or with any determination, decision or interpretation of the Plan made by the Compensation Committee, under Section 11.02 above or any delegation made by the Compensation Committee under the second paragraph of Section 11.05 below.

Except for the matters specified in the foregoing paragraph and any additional matters pertaining to Awards to Employees who are not Executive Officers with respect to which authority has been granted to the Compensation Administration Committee pursuant to this Section 11.04, the Compensation Administration Committee shall not have any of the authority or powers otherwise granted to the Compensation Committee under any other provisions of the Plan.

The Compensation Committee in its discretion may at any time, by resolution duly adopted by it and without any amendment of the Plan, revoke or modify in any manner or respect the authority and powers granted to the Compensation Administration Committee under this Section 11.04.

~~11.05~~ ~~Delegation~~. In addition to the authority and powers granted to the Compensation Administration Committee under Section 11.04 above, the Compensation Committee in its discretion may, by resolution duly adopted by it, delegate to the Compensation Administration Committee authority with respect to such other matters pertaining to Awards to Employees who are not Executive Officers as the Compensation Committee may specify in such resolution. Any authority so delegated to the Compensation Administration Committee may be revoked or modified by the Compensation Committee, in whole or in part, at any time.

The Committee may delegate any ministerial or nondiscretionary function pertaining to the administration of the Plan to any one or more officers or other employees of the Company or any of its Affiliates.

~~11.06~~ ~~Non-U.S. Participants~~. In order to comply with any applicable provisions of local law and regulations in any foreign country in which the Company or any of its Affiliates operates, the Committee may in its sole discretion: (a) modify the terms and conditions of Awards granted under the Plan to Eligible Persons located in such foreign country; (b) establish subplans with such modifications to the terms of the Plan as it determines to be necessary or appropriate under the circumstances applicable in such foreign country; or (c) take any other action that it deems necessary or appropriate in order to comply with, or obtain any exemptions from the applicability of, the local laws and regulations in such foreign country.

~~11.07~~ ~~Designation and Change of Beneficiary~~. Each Participant shall file with the Committee, or with such Employee of the Company who has been designated by the Committee to receive same, a written designation of one or more persons as the Beneficiary who shall be entitled to receive any Shares or cash amount payable with respect to any Award upon or after the Participant’s death. A Participant may, from time to time, revoke or change his or her Beneficiary designation

~~A- 20~~

without the consent of any previously designated Beneficiary by filing a new designation with the Committee or its designee. The last such designation received by the Committee or its designee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If at the date of a Participant’s death, there is no designation of a Beneficiary in effect for the Participant pursuant to the provisions of this Section 11.07, or if no Beneficiary designated by the Participant in accordance with the provisions hereof survives to receive any Shares or cash amount payable under the Plan with respect to the Participant after his or death, the Participant’s estate shall be treated as the Participant’s Beneficiary for purposes of the Plan.

~~11.08~~ ~~Taxes~~. Notwithstanding any other provision of the Plan, the Company and each of its Affiliates may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all federal, state and local taxes required by law to be withheld with respect to the exercise of any Option or with respect any payments to be made in respect of any other form of Award granted to a Participant under the Plan, including but not limited to: (a) deducting the amount of taxes so required to be withheld from any other compensation or other amounts then or thereafter payable to the Participant, and/or (b) withholding delivery of any Shares or payment of any cash amount otherwise required to be delivered or paid to the Participant with respect to the exercise of such Option, or with respect to such other form of Award, until the amount of taxes so required to be withheld has been paid in full to the Company or any of its Affiliated Companies. With the approval of the Compensation Committee and subject to such terms and conditions as it may require, such amount may be paid in Shares previously owned by the Participant, or by the surrender of a portion of the Shares that otherwise would be delivered or paid to such Participant with respect to his or her Award, or by a combination of payments in cash and Shares.

~~11.09~~ ~~Amendment or Termination~~. The Board of Directors may, with prospective or retroactive effect, amend, suspend or terminate the Plan or any portion thereof at any time; provided, however, that: (a) no amendment, suspension or termination of the Plan shall, without the Participant’s written consent, adversely affect the rights of any Participant with respect to any Awards previously granted to the Participant; and (b) no amendment which constitutes a “material revision” of the Plan, as the term material revision is defined in the applicable NASDAQ rules, shall be effective unless approved by the stockholders of the Company in the manner required by such rules and by applicable law.

~~11.10~~ ~~Participant Rights Unsecured~~. A Participant shall have the status of a general unsecured creditor of the Company with respect to his or her right to receive any cash payment provided for by the instrument containing the terms of any Award made pursuant to the Plan. The Plan and the instrument containing the terms of any Award providing for the payment of cash shall constitute a mere promise by the Company to make payments in the future of the benefits provided for therein. It is intended that the arrangements reflected in the Plan be treated as unfunded for tax purposes, as well as for purposes of any applicable provisions of Title I of ERISA.

~~11.11~~ ~~Terms of Employment Not Affected~~. Neither the Plan nor any Award granted to a Participant hereunder or any other action taken in connection with the Plan shall be construed as giving any Participant any right to be retained in the employment of the Company or any of its Affiliates. In addition, the Plan, any Award granted to a Participant hereunder and any other action taken by the Committee pursuant to the Plan shall not be deemed or construed to interfere with the right of the Company or any of its Affiliates to terminate a Participant’s employment or service at any time subject, however, to the Participant’s rights under any employment contract in effect between the Participant and the Company or any of its Affiliates.

No Award made to a Participant under the Plan, and no payment made with respect to such Award, shall be considered as compensation or wages payable to the Participant for purposes of determining the amount of contributions or benefits the Participant may be entitled to receive under any employee benefit plan of the Company or any of its Affiliates, except as specifically provided in such plan or as otherwise determined by the Board of Directors.

~~11.12~~ ~~Successors~~. The obligations of the Company under the Plan shall be binding upon any successor Company or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor Company or organi-zation succeeding to substantially all of the assets and business of the Company. The Company agrees that it will make appropriate provision for the preservation of Participants’ rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets.

~~11.13~~ ~~Binding Effect~~. The provisions of the Plan and the terms and conditions contained in the instrument evidencing any Award made to a Participant hereunder shall be binding upon the Participant, his or her successors and permitted transferees.

~~11.14~~ ~~Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflicts of law principles.~~

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~~11.15~~ ~~Effective Date~~. This Plan was approved by the Board of Directors on March 20, 2015 and, subject to approval by the stockholders of the Company at the annual meeting of the Company’s stockholders to be held May 7, 2015 and, upon execution by an authorized officer of the Company, shall be effective as of May 7, 2015. In the event that the terms of this Plan are not approved by the stockholders of the Company, this Plan shall not become effective and any Awards issued hereunder prior to May 7, 2015 shall be automatically cancelled and of no force or effect.

~~IN WITNESS WHEREOF, Gibraltar Industries, Inc. has caused this Plan to be executed as of the _____ day of May, 2015.~~

~~GIBRALTAR INDUSTRIES, INC.~~

~~By:_________________________~~

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~~GIBRALTAR INDUSTRIES, INC.~~

~~2015 MANAGEMENT STOCK PURCHASE PLAN~~

~~_____________________________~~

The Board of Directors of Gibraltar Industries, Inc., a Delaware corporation with offices at 3556 Lake Shore Road, Buffalo, New York (the “Company”) has, subject to the approval of the stockholders of the Company, authorized the establishment of the Gibraltar Industries, Inc. 2015 Equity Incentive Plan (the “Omnibus Plan”) to be effective May 7. 2015, to enable the Company to grant awards of equity based compensation to its employees and to non-employee directors, consultants and independent advisors providing services to the Company or its affiliates.

In connection with the Company’s establishment of the Omnibus Plan, the Company desires to establish a uniform set of principals under the company’s non-employee directors and certain of the Company’s management employees will be permitted, effective as of January 1, 2016, to purchase Restricted Units which the Company is authorized to issue pursuant to the Omnibus Plan through the terms of a separate plan contained in this plan document and known as the Gibraltar Industries, Inc. 2015 Management Stock Purchase Plan (the “Plan”).

~~Pursuant to the terms of the Plan and the Omnibus Plan, the Plan is to be treated as an instrument evidencing the grant of an Award under the Omnibus Plan.~~

~~In connection with the foregoing, the Company hereby adopts the following as the Gibraltar Industries, Inc. 2015 Management Stock Purchase Plan effective as of May 7, 2015.~~

~~ARTICLE 1.~~

~~DEFINITIONS~~

~~The following words and phrases, when used in this Plan, shall have the following meanings, unless a different meaning is plainly required by the context:~~

~~1.01~~ ~~Account~~ means the account or accounts established and maintained by the Committee for each Participant to reflect the number of Restricted Units allocated to the Participant and to reflect the amount which is payable to such Participant under the terms of this Plan.

~~1.02~~ ~~Affiliate~~ means any corporation under common control with the Company within the meaning of Internal Revenue Code Section 414(b) and any trade or business (whether or not incorporated) under common control with the Company within the meaning of Internal Revenue Code Section 414(c).

~~1.03~~ ~~Annual Base Salary Deferral~~ means the amount, if any, of the Base Salary deferred by an Eligible Employee with respect to services performed for the Employer in a calendar year, which amount will be determined by the Base Salary Deferral Election Form delivered by the Eligible Employee to the Committee no later than December 31 of the calendar year ending immediately prior to the calendar year with respect to which the Eligible Employee performs the services resulting in an entitlement to payment of the Base Salary which the Eligible Employee has elected to defer his receipt of.

~~1.04~~ ~~Annual Bonus Deferral~~ means the amount, if any, of the Bonus deferred by an Eligible Employee with respect to services performed by the Eligible Employee for a calendar year, which amount will be determined by the Bonus Deferral Election Form delivered by the Eligible Employee to the Committee no later than June 30 of the calendar year with respect to which the Eligible Employee performs services for the Employer resulting in the entitlement to payment of a Bonus (which the Eligible Employee has elected to defer the receipt of) in the following calendar year.

~~1.05~~ ~~Annual Director Fee Deferral~~ means the amount, if any, of the Director Fees deferred by a non-Employee Director with respect to services performed in a calendar year, which amount will be determined by the Director Fee Deferral Form delivered by the Director to the Committee no later than December 31 of the calendar year ending immediately prior to the calendar year with respect to which the Director performs the services resulting in an entitlement to payment of the Director Fees which the Director has elected to defer his receipt of.

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~~1.06~~ ~~Annual Bonus Plan~~ ~~means the Gibraltar Industries, Inc. Annual Incentive Compensation Plan as adopted by the Board of Directors on November 30, 2004, as amended from time to time after such date.~~

~~1.07~~ ~~Applicable Interest Rate~~ means, for each Plan Year, an annual rate of interest equal to the sum of: (a) two percent (2%); and (b) the average of the annualized rates of interest payable on ten (10) year U.S. Treasury Notes, as reported by the Federal Reserve Board on a weekly average basis for the four weeks in which January 1, April 1, July 1 and October 1 of the Plan Year occur.

~~1.08~~ ~~Base Salary~~ means an amount equal to the total salary or wages paid or payable by an Employer to an Eligible Employee at the Eligible Employee’s regular rate for services actually rendered during a calendar year excluding commissions, overtime and bonuses for any such calendar year.

~~1.09~~ ~~Base Salary Deferral Election Form~~ means the form which an Eligible Employee is required to execute and deliver to the Committee in order to defer his receipt of any portion of his Base Salary. If an Eligible Employee desires to defer any portion of his Base Salary, the Eligible Employee must execute and deliver a Base Salary Deferral Election Form to the Committee no later than December 31 of the calendar year immediately preceding the calendar year in which the Base Salary of the Eligible Employee which is to be deferred would be payable to the Eligible Employee for services rendered. The Base Salary Deferral Election Form: (a) shall specify: (i) the portion, if any, of the Base Salary of an Eligible Employee which the Eligible Employee is electing to defer; and (ii) the form in which such deferred Base Salary is to be paid; and (b) shall contain such other information as may be determined by the Committee in its discretion.

~~1.10~~ ~~Base Salary Deferral Unit~~ ~~means each Restricted Unit which is allocated to the Account of a Participant that is an Eligible Employee pursuant to the provisions of Section 4.04.~~

~~1.11~~ ~~Beneficiary~~ means any person, firm, corporation, trust or other entity designated, in writing, by a Participant to receive any payment or distribution required to be made under this Plan upon or after the Participant’s death, or if none, the Participant’s spouse, or, if neither, the Participant’s estate.

~~1.12~~ ~~Board of Directors~~ ~~means the Board of Directors of the Company.~~

~~1.13~~ ~~Bonus~~ means the amount, if any, payable to an Eligible Employee under the terms of the Annual Bonus Plan for services rendered by the Eligible Employee to the Company or any Affiliate of the Company for a calendar year. The determination of the Committee of the amount of an Eligible Employee’s Bonus within the meaning of the foregoing shall be conclusive.

~~1.14~~ ~~Bonus Deferral Election Form~~ means the form which an Eligible Employee is required to execute and deliver to the Committee in order to defer his receipt of any portion of his Bonus. If an Eligible Employee desires to defer any portion of his Bonus, the Eligible Employee must execute and deliver a Bonus Deferral Election Form to the Committee no later than June 30 of the calendar year in which the Eligible Employee performs the services for the Employer resulting in the entitlement to payment of a Bonus (which the Eligible Employee has elected to defer the receipt of) in the following calendar year. The Bonus Deferral Election Form: (a) shall specify: (i) the portion, if any, of the Bonus of an Eligible Employee which the Eligible Employee is electing to defer; and (ii) the form in which such deferred Bonus is to be paid; and (b) shall contain such other information as may be determined by the Committee in its discretion.

~~1.15~~ ~~Bonus Deferral Unit~~ ~~means each Restricted Unit which is allocated to the Account of a Participant that is an Eligible Employee pursuant to the provisions of Section 4.04.~~

~~1.16~~ ~~Cause~~ means that the Committee has determined (and provided the Eligible Employee a written statement of its determination) that the Eligible Employee has engaged in egregious acts or omissions which have resulted in material injury to the Company and its business.

~~1.17~~ ~~Change in Control~~ ~~means the occurrence of any of the following:~~

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~~(c)~~the Company enters into a Merger Sale Agreement; provided however, that the entry into a Merger Sale Agreement shall only be deemed a “Change in Control” if the Eligible Employee’s employment with or service to the Company and all of its Affiliates is terminated by his Employer without Cause or by the Eligible Employee for a Good Reason, in each case, at any time during the period beginning on the date the Merger Sale Agreement is executed and ending on the date the transaction contemplated by the Merger Sale Agreement is consummated; or

~~(d)the consummation of a Merger Sale.~~

~~1.18~~ ~~Common Stock~~ ~~means the common stock (par value $0.01 per share) of the Company.~~

~~1.19~~ ~~Committee~~ means: (a) with respect to any Eligible Employee that is an Executive Officer, the Compensation Committee of the Board of Directors; (b) with respect to any non-Employee member of the Board of Directors, the Compensation Committee of the Board of Directors; and (c) with respect to any Eligible Employee that is not an Executive Officer, the administrative committee appointed to administer this Plan pursuant to Section 9.01 hereof.

~~1.20~~ ~~Compensation~~ means an amount equal to the total salary or wages paid or payable by an Employer to an Eligible Employee at the Eligible Employee’s regular rate for services actually rendered including commissions, overtime and bonuses (whether or not any such salary, wages, commissions, overtime or bonus is actually paid to the Eligible Employee as a result of the Eligible Employee’s election to defer receipt of such compensation) but excluding the amount of any contributions allocated to the account of the Eligible Employee under the terms of the Gibraltar 401(k) Plan and the amount of any other contributions or benefits made to or for the benefit of the Eligible Employee under any qualified or non-qualified pension, profit sharing, insurance, hospitalization or other plan or policy maintained by the Company for the benefit of any such Eligible Employee. The decision of the Committee as to what constitutes Compensation within the meaning of the foregoing definitions shall be conclusive.

~~1.21~~ ~~Deferred Compensation Election Form~~ ~~means, for Base Salary or Bonuses deferred by an Eligible Employee on or after January 1, 2016, as required by the context, a Base Salary Deferral Election Form or a Bonus Deferral Election Form.~~

~~1.22~~ ~~Deferred Director Fee Election Form~~ means the form which an Eligible Director is required to execute and deliver to the Committee in order to defer his receipt of all or any portion of his Director Fees, which form; (a) shall be delivered to the Committee: (i) in the first year that the Eligible Director becomes eligible to defer his receipt of any portion of his Director Fees, no later than thirty (30) days following the date that the Eligible Director becomes eligible to defer his receipt of his Director Fees; and (ii) with respect to any Director Fees which are to be deferred by an Eligible Director for a calendar year following the calendar year in which the non-Employee Director first becomes eligible to defer his Director Fees, no later than December 31 of the calendar year ending immediately prior to the calendar year in which any portion of the Eligible Director’s Fees is to be deferred; (b) shall specify: (i) the portion, if any, of the Eligible Director’s Director Fees which the Eligible Director is electing to defer; and (ii) the form in which such deferred Director Fees are to be paid; and (c) shall contain such other information as may be determined by the Committee in its discretion.

~~1.23~~ ~~Director Fees~~ means the total cash amount payable to a non-Employee Director in connection with the services he provides to the Company as a member of the Board of Directors, including, but not limited to, the non-Employee Director’s Retainer Fee, any fees payable in connection with the attendance by such non-Employee Director at any meetings of the Board of Directors or any committee of the Board of Directors and any fees payable in connection with duties performed by any such non-Employee Director as chairman of any committee of the Board of Directors. The term Director Fees shall not include any awards of restricted stock, stock options or other equity based compensation paid to non-Employee Directors.

~~1.24~~ ~~Director Fee Deferral Units~~ means each Restricted Unit which is allocated, pursuant to the provisions of Section 5.03, to the Account of a Participant that is an Eligible Director. The term Director Fee Deferral Unit shall include Retainer Fee Deferral Units credited to the Account of a Participant that is an Eligible Director.

~~1.25~~ ~~Eligible Director~~ ~~means each non-Employee member of the Board of Directors.~~

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~~1.26~~ ~~Eligible Employee~~ means each Employee who has been determined by the Committee to be eligible for participation in this Plan. Any determination by the Committee that an Employee is an Eligible Employee shall be conclusive and binding on all persons.

~~1.27~~ ~~Employee~~ ~~means each individual engaged in rendering services to an Employer for wages as defined in Section 3121(a) of the Code.~~

~~1.28~~ ~~Employer~~ ~~means the Company and each Affiliate of the Company.~~

~~1.29~~ ~~Executive Officer~~ means: (a) the Company’s Chief Executive Officer; (b) the Company’s President; (c) the Company’s principal financial officer; (d) the Company’s principal accounting officer; (e) any Vice President of the Company who is in charge of a principal business unit, division or function; (f) any other officer of the Company who performs a policy making function for the Company; (g) any officer of any Affiliate who performs policy making functions for the Company; and (h) any other person who performs policy making functions for the Company.

~~1.30~~ ~~Fair Market Value~~ means: (a) for purposes of determining the value of one Share of Common Stock in connection with the calculation of the number of Units to be credited to the Account of an Eligible Employee as of the end of any calendar quarter to reflect the Eligible Employee’s deferral of his receipt of any portion of his Base Salary, the average of the closing prices of a Share of Common Stock as reported by the NASDAQ Stock Market on each business day which occurs during the calendar quarter ending on the date as of which such Units are to be credited to the Eligible Employee’s Account; (b) for purposes of determining the value of one Share of Common Stock in connection with the calculation of the number of number of Matching Units to be credited to the Account of a Participant as of the end of any calendar quarter, the average of the closing prices of a Share of Common Stock as reported by the NASDAQ Stock Market on each business day which occurs during the calendar quarter ending on the date as of which such Matching Units are to be credited to the Participant's Account; (c) for purposes of determining the value of one Share of Common Stock in connection with the calculation of the amount of any distributions to be made upon the occurrence of a Change in Control, the closing price of a Share of Common Stock as reported by the NASDAQ Stock Market on the day immediately preceding the date the Change in Control occurs; and (d) for all purposes other than the purposes described in Section 1.30(a), (b) and (c) above, the average of the closing prices of a Share of Common Stock as reported by the NASDAQ Stock Market on each of the two hundred (200) consecutive trading days immediately preceding the date as of which the determination of Fair Market Value is to be made.

~~1.31~~ ~~Good Reason~~ means that: (a) the Eligible Employee’s annual Base Salary and/or annual Bonus is reduced or any other material compensation or benefit arrangement for the Eligible Employee is materially reduced (and such reduction is unrelated to the Company’s, a Company Affiliate’s or the Eligible Employee’s performance); (b) the Eligible Employee’s duties or responsibilities are negatively and materially changed in a manner inconsistent with the Eligible Employee’s position (including status, offices, titles and reporting requirements) or authority; (c) the Company requires the Eligible Employee’s work location or residence to be relocated more than 50 miles from its location as of the date a Merger Sale Agreement is executed; or (d) the Company or its successor fails to offer the Eligible Employee a position after the Change in Control comparable to that held by the Eligible Employee immediately prior to the Change in Control.

~~1.32~~ ~~Internal Revenue Code, Code and IRC~~ ~~each mean the Internal Revenue Code of 1986, as amended.~~

~~1.33~~ ~~Matching Percentage~~ means the percentage determined and established by the Committee for each Eligible Employee and used for purposes of calculating the number of Matching Units to be credited to the Account of the Eligible Employee, which percentage: (a) with respect to the amount of any Annual Base Salary Deferral of an Eligible Employee, shall be an amount which is up to fifty percent (50%) of the amount of such Eligible Employee’s Annual Base Salary Deferral; and (b) with respect to the amount of any Annual Bonus Deferral of an Eligible Employee, shall be an amount which is: (i) up to one hundred percent (100%) for the first fifty percent (50%) of the amount of the such Eligible Employee’s Annual Bonus Deferral; and (ii) up to fifty percent (50%) for the second fifty percent (50%) of the amount of the Eligible Employee’s Annual Bonus Deferral. The amount of an Eligible Employee’s Matching Percentage will be specified in the Deferred Compensation Election Form which the Eligible Employee is required to execute and deliver in connection with his deferral of any portion of his Base Salary and/or Bonus.

~~1.34~~ ~~Matching Units~~ means: (a) Restricted Units allocated to the Account of an Eligible Employee pursuant to Section 6.01 hereof and having an aggregate value, determined as of the date Base Salary Deferral Units are allocated to the Eligible Employee’s Account, equal to: (i) the amount of the Annual Base Salary Deferral of the Eligible Employee; multiplied by (ii) the Matching Percentage applicable to the Eligible Employee's Annual Base Salary Deferral; (b) Restricted Units allocated to the Account of an Eligible Employee pursuant to Section 6.01 hereof and having an aggregate value, determined as of the date Bonus Deferral Units are allocated to the Eligible Employee’s Account, equal to: (i) the amount of the Annual

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Bonus Deferral of the Eligible Employee; multiplied by (ii) the Matching Percentage applicable to the Eligible Employee's Annual Bonus Deferral; and (c) Restricted Units allocated to the Account of an Eligible Director pursuant to Section 6.01 hereof (to reflect Retainer Fee Deferral Units allocated to such Eligible Director’s Account pursuant to Section 5.03).

~~1.35~~ ~~Maximum Deferral Percentage~~ means: (a) when used with respect to an Eligible Employee’s Annual Base Salary Deferral, the maximum percentage of the Eligible Employee’s Base Salary which the Eligible Employee is eligible to defer his receipt of for the calendar year applicable to such Annual Base Salary Deferral; and (b) when used with respect to an Eligible Employee’s Annual Bonus Deferral, the maximum percentage of the Eligible Employee’s Bonus which the Eligible Employee is eligible to defer his receipt of for the calendar year applicable to such Annual Bonus Deferral, each of which percentages shall be established by the Committee for each Eligible Employee, in its discretion. The amount of an Eligible Employee’s Maximum Deferral Percentage will be specified in the Deferred Compensation Election Form which the Eligible Employee is required to execute and deliver in connection with his deferral of any portion of his Base Salary and/or Bonus.

~~1.36~~ ~~Merger Sale~~ means the consolidation, merger, or other reorganization of the Company, other than: (a) any such consolidation, merger or reorganization of the Company in which holders of Common Stock immediately prior to the earlier of: (i) the Board of Director’s approval of such consolidation, merger or other reorganization; or (ii) the date of the stockholders meeting in which such consolidation, merger or other reorganization is approved; continue to hold more than seventy percent (70%) of the outstanding voting securities of the surviving entity immediately after the consolidation, merger, or other reorganization; and (b) any such consolidation, merger or other reorganization which is effected pursuant to the terms of a Merger Sale Agreement which provides that the consolidation, merger or other reorganization contemplated by the Merger Sale Agreement will not constitute a Change in Control for purposes of this Plan.

~~1.37~~ ~~Merger Sale Agreement~~ means an agreement between the Company and any one or more other persons, firms, corporations or other entities (which are not Affiliates of the Company) providing for a consolidation, merger or other reorganization in which the holders of Common Stock of the Company immediately prior to the Company’s execution of such agreement do not hold more than seventy percent (70%) of the outstanding voting securities of the surviving entity immediately after the consummation of the consolidation, merger, or other reorganization contemplated by such agreement.

~~1.38~~ ~~Participant~~ ~~means each Eligible Employee and each Eligible Director who becomes a participant in the Plan pursuant to Article 3.~~

~~1.39~~ ~~Plan~~ ~~means this non-qualified plan of deferred equity based incentive compensation known as the Gibraltar Industries, Inc. 2015 Management Stock Purchase Plan.~~

~~1.40~~ ~~Plan Year~~ ~~means the twelve (12) consecutive month period beginning January 1, 2016 and each twelve (12) consecutive month period beginning on each January 1 thereafter.~~

~~1.41~~ ~~Restricted Unit~~ means each Unit (whether a Base Salary Deferral Unit, a Bonus Deferral Unit, a Director Fee Deferral Unit or a Matching Unit) credited to the Account of a Participant and any additional units which may be credited to a Participant’s Account with respect to such Units pursuant to the provisions of Section 6.03 hereof.

~~1.42~~ ~~Restricted Stock~~ ~~means Shares which have been granted pursuant to the Omnibus Plan subject to specified restrictions on the transferability of such Shares.~~

~~1.43~~ ~~Retainer Fee~~ means the annual amount payable by the Company to a non-Employee Director as a retainer for his services as a member of the Board of Directors excluding amounts: (a) paid to the non-Employee Director: (i) for attendance at meetings of the Board of Directors; (ii) for attendance at meetings of any committee of the Board of Directors; (iii) to serve as a chairman of any Committee of the Board of Directors; (b) attributable to awards of Restricted Stock or any other equity interest in the Company; (c) attributable to the vesting of shares of Restricted Stock of the Company; or (d) the exercise of any options to purchase Shares.

~~1.44~~ ~~Retainer Fee Deferral Unit~~ means each Restricted Unit which is allocated, pursuant to the provisions of Section 5.03 to the Account of a Participant that is an Eligible Director and reflects the portion, if any, of the Retainer Fee which has been deferred by the Eligible Director.

~~1.45~~ ~~Share~~ ~~means a share of Common Stock.~~

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~~1.46~~ ~~Unit~~ means a unit of measurement equivalent to one Share, with none of the attendant rights of a shareholder of such Share, (including among the rights which the holder of a Unit does not have are the right to vote such Share and the right to receive dividends thereon), except to the extent otherwise specifically provided herein.

~~ARTICLE 2.~~

~~OVERVIEW OF PLAN OPERATION~~

~~2.01~~ ~~General Description of Plan Operation~~. In general, the Plan will be operated in the manner described in this Section 2.01. The more specific provisions relating to the Plan and its operation are contained in the remaining Articles of this Plan.

a.Individual Employees will be selected for participation in the Plan by the Committee. The Committee will provide written notice to each Employee that is selected for participation on the Plan. Each non-Employee Director will, by virtue of such status, be eligible to participate in the Plan. If an Employee who has been selected for participation in the Plan decides that he or she wants to participate in the Plan for any particular year, the Employee must execute and deliver a Deferred Compensation Election Form to the Committee on or before the date specified in Section 2.01(c) below. If a non-Employee Director decides that he or she wants to participate in the Plan for any particular year, the non-Employee Director must execute and deliver a Deferred Director Fee Election Form to the Committee on or before the date specified in Section 2.01(c) below. Each Deferred Compensation Election Form and each Deferred Director Fee Election Form must specify the form in which the Annual Base Salary Deferral, the Annual Bonus Deferral or the Annual Director Fee Deferral attributable to the election made in the Participant’s Deferred Compensation Election Form, whichever the case may be, is to be paid.

b.If an Employee is selected for participation in the Plan, the Employee will be entitled to defer receipt of up to twenty-five percent (25%) of the Base Salary that the Employee is entitled to receive and up to one hundred percent (100%) of the Bonus that the Employee is entitled to receive under the Annual Bonus Plan. The Maximum Deferral Percentage of each Employee that is selected for participation in the Plan will be specified in the written notice which is provided to the Employee of his selection for participation in the Plan. In addition, each Eligible Director will be entitled to defer up to one hundred percent (100%) of his Director Fees.

c.Due to applicable tax rules: (i) an Eligible Employee that elects to defer any portion of his Base Salary must file his Base Salary Deferral Election Form with the Committee no later than December 31 of the calendar year immediately preceding the calendar year in which the Base Salary which he is electing to defer will be paid; (ii) an Eligible Employee that elects to defer his receipt of payment of all or any portion of his Bonus must file his Bonus Deferral Election Form with the Committee no later than June 30 of the calendar year in which he performs the services which will give rise to his entitlement to payment of the Bonus to be deferred; and (iii) an Eligible Director that elects to defer any portion of his Director Fees must file his election to defer any portion of his Director Fees with the Committee no later than December 31 of the calendar year immediately preceding the calendar year in which the Director Fees which he is electing to defer will be paid. In the first year that an individual becomes an Eligible Employee or a non-Employee Director, the individual will be required to deliver a Deferred Compensation Election Form or a Deferred Director Fee Election Form, whichever the case may be, to the Committee and such elections will only be effective with respect to Base Salary, Bonuses and Director Fees payable after the applicable election form is delivered to the Committee.

d.If an Eligible Employee elects to defer his receipt of payment of a portion of his Base Salary, at the time his Base Salary is payable (which is in the calendar year following the calendar year in which he makes his election to defer his Base Salary), the portion of his Base Salary which he has elected to defer will not be paid to him and, instead, the Committee will, at the end of each calendar quarter, credit an Account which will be established for his benefit with a number of Restricted Units equal to the number of Shares he could have purchased using the portion of his Base Salary which was deferred for the calendar quarter at a price per Share equal to the Fair Market Value of a Share determined as of the end of the applicable calendar quarter.

e.If an Eligible Employee elects to defer his receipt of payment of all or any portion of his Bonus, at the time his Bonus is payable (which is in the calendar year following the calendar year in which he performs the services giving rise to his entitlement to payment of a Bonus), the portion of his Bonus which he has elected to defer will not be paid to him and, instead, the Committee will credit an Account which will be established for his benefit with a number of Restricted Units equal to the number of Shares he could have purchased using the deferred portion of his Bonus at a price per Share equal to the Fair Market Value of a Share on the date he receives (or would have received) payment of his Bonus.

~~A- 28~~

f.If an Eligible Director elects to defer his receipt of payment of any portion of his Director Fees, on each date that he is entitled to payment of the portion of his Director Fees which he has elected to defer, whether attributable to Retainer Fees, fees for attendance at meetings of the Board of Directors or any committee thereof, or any other fees, a portion (stated as a percentage) of the type of the Director Fees which he has elected to defer will not be paid to him and, instead, the Committee will credit an Account which will be established for his benefit with a number of Restricted Units equal to the number of Shares he could have purchased using the deferred portion of the type of the Director Fees which he has elected to defer at a price per Share equal to the Fair Market Value of a Share determined as of the date Director Fee Deferral Units are to be allocated to the Director’s Account as provided for in the Deferred Director Fee Election Form.

g.In addition to the Base Salary Deferral Units that are credited, as described in (d) above, to the Account of a Participant that is an Eligible Employee, at the same time that Base Salary Deferral Units are credited to such Eligible Employee’s Account, the Committee will credit the Eligible Employee’s Account with an additional number of Restricted Units (Matching Units) which have an aggregate Fair Market Value, determined as of the date that Base Salary Deferral Units are credited to the Account of the Eligible Employee, equal to the total amount of the Base Salary which was deferred by the Eligible Employee during the calendar quarter which ends on the date that Base Salary Deferral Units are credited to the Participant’s Account, multiplied by the Matching Percentage applicable to the Eligible Employee’s deferral of his Base Salary. Similarly, in addition to the Bonus Deferral Units that are credited, as described in (e) above, to the Account of a Participant that is an Eligible Employee, at the same time that Bonus Deferral Units are credited to such Eligible Employee’s Account, the Committee will credit the Eligible Employee’s Account with an additional number of Restricted Units (Matching Units) which have an aggregate Fair Market Value, determined as of the date that Bonus Deferral Units are credited to the Account of the Eligible Employee, equal to the total amount of the Bonus which was deferred by the Eligible Employee multiplied by the Eligible Employee’s Matching Percentage applicable to the Eligible Employee’s deferred Bonus.

h.In addition to the Director Fee Deferral Units credited to the Account of a Participant that is an Eligible Director as described in (f) above, at the same time that Director Fee Deferral Units are credited to such Eligible Director’s Account, the Committee will credit the Eligible Director’s Account with an additional number of Matching Units equal to the number of Retainer Fee Deferral Units, if any, credited to the Eligible Director’s Account.

i.The total value of the Restricted Units credited to the Account of a Participant that is an Eligible Employee will not be distributable to the Eligible Employee until the Eligible Employee’s employment is terminated or, if earlier, the date a Change in Control occurs. However, if the Eligible Employee’s employment is terminated before he has attained age sixty (60), the Matching Units credited to the Eligible Employee’s Account will be forfeited and the amount which is distributable to the Eligible Employee will only consist of an amount equal to the value of the Bonus Deferral Units and/or the Base Salary Deferral Units credited to the Eligible Employee’s Account.

j.The total value of the Restricted Units credited to the Account of a Participant that is an Eligible Director will not be distributable to the Eligible Director until the date on which the Eligible Director’s status as a member of the Board of Directors is terminated or, if earlier, the date a Change in Control occurs. However, if the Eligible Director’s status as a member of the Board of Directors is terminated before he has attained age sixty (60), the Matching Units credited to the Eligible Director’s Account will be forfeited and the amount which is distributable to the Eligible Director will only consist of an amount equal to the value of the Director Fee Deferral Units credited to the Eligible Director’s Account.

k.At the time a Participant becomes entitled to a distribution, the number of Restricted Units credited to the Participant’s Account (and not forfeited) will be converted (hypothetically and for accounting purposes only) to a cash amount equal to the total number of Restricted Units credited to the Participant’s Account (and not forfeited) multiplied by the Fair Market Value of one Share determined as of the date the Participant becomes entitled to a distribution. The Committee will separately identify the cash amount attributable to each Annual Base Salary Deferral and any related Matching Units, each Annual Bonus Deferral and any related Matching Units and each Annual Director Fee Deferral and related Matching Units applicable to the Participant. However, as indicated in Sections 2.01(i) and (j) above, if the Participant’s employment or status as a member of the Board of Directors is terminated before he has attained at least age sixty (60), the total number of Restricted Units which are credited to the Participant’s Account will not include any Matching Units.

l.With respect to amounts which a Participant is entitled to receive based on Base Salary and Bonus or Director Fees deferred by the Participant under this Plan, if: (i) the Participant is entitled to a distribution because his employment has been terminated or his status as a member of the Board of Directors has been terminated; and (ii) if the value of the Participant’s Account which is attributable to Base Salary and Bonus or Director Fees deferred by the Participant, when combined with the value of the Participant’s account, established under the terms of the Gibraltar Industries, Inc. Management Stock Purchase Plan (the “2005 MSPP”) as effective under the terms of the Gibraltar Industries, Inc. 2005 Equity Incentive Plan, exceeds the applicable dollar amount provided for under Section 402(g)(1)(B) of the Code (as adjusted by the Secretary

~~A- 29~~

of the Treasury); then (iii)(A) the value of each Annual Base Salary Deferral and the value of any Matching Units attributable to such Annual Base Salary Deferral shall be distributed to the Eligible Employee in one lump sum payment, in five (5) substantially equal annual payments or in ten (10) substantially equal annual payments, whichever form of distribution has been elected by the Eligible Employee in the Base Salary Deferral Election Form which gave rise to the Annual Base Salary Deferral; (B) the value of each Annual Bonus Deferral and the value of any Matching Units attributable to such Annual Bonus Deferral shall be distributed to the Eligible Employee in one lump sum payment, in five (5) substantially equal annual payments or in ten (10) substantially equal annual payments, whichever form of distribution has been elected by the Eligible Employee in the Bonus Deferral Election Form which gave rise to the Annual Bonus Deferral; and (C) the value of each Annual Director Fee Deferral and the value of any Matching Units attributable to such Annual Director Fee Deferral shall be distributed to the Eligible Director in one lump sum payment, in five (5) substantially equal annual payments or in ten (10) substantially equal annual payments, whichever form of distribution has been elected by the Eligible Director in the Director Fee Deferral Election Form which gave rise to the Annual Director Fee Deferral. With respect to amounts which a Participant is entitled to receive based on Base Salary and Bonus or Director Fees deferred by the Participant, if the Participant is entitled to a distribution because his employment has been terminated or his status as a member of the Board of Directors has been terminated and if the value of the Participant’s Account which is attributable to Base Salary, Bonus or Director Fees deferred by the Participant, when combined with the value of the Participant’s account, established under the terms of the 2005 MSPP is less than or equal to the applicable dollar amount provided for under Section 402(g)(1)(B) of the Code (as adjusted by the Secretary of the Treasury), then such cash value shall be distributed to the Participant in one lump sum. Distribution of any lump sum contemplated by the preceding provisions of this Section 2.01(l) and distribution of the first installment of any series of annual installments contemplated by this Section 2.01(l) will be made in the first calendar month following the end of the six (6) month period which begins on the first day following the date the Participant’s employment or status as a member of the Board of directors is terminated and, if distribution is to be made in installments, subsequent installments shall be distributed in each January thereafter until the end of the installment period selected by the Participant. The payments required to be made to the Participant as described above in this Section 2.01(l) shall be paid in cash less applicable withholding taxes. For the avoidance of doubt, if the value of a Participant’s Account attributable to Base Salary and Bonus or Director Fees deferred by the Participant, including any applicable Matching Units, when combined with the value of the Participant’s account, established under the terms of the 2005 MSPP, exceeds the applicable dollar amount provided for under Code Section 402(g)(1)(B) of the Code (as adjusted by the Secretary of the Treasury), then each Annual Base Salary Deferral, each Annual Bonus Deferral and each Annual Director Fee Deferral and the Matching Units attributable to any such Annual Base Salary Deferral, Annual Bonus Deferral or Annual Director Fee Deferral may be paid in one of the three optional forms for distribution provided for such amounts, whichever form is selected by the Participant with respect to such Annual Base Salary Deferral, Annual Bonus Deferral or Annual Director Fee Deferral in the Base Salary Deferral Election Form, the Bonus Deferral Election Form or the Director Fee Deferral Election Form which is delivered by the Participant to the Committee with respect to any such Annual Base Salary Deferral, Annual Bonus Deferral or Annual Director Fee Deferral.

m.During the period between the date the Participant’s Account is converted to cash and the date the entire value of the Participant’s Account is distributed, the value of the Account shall be increased by interest at an annual rate equal to the Applicable Interest Rate, compounded annually.

n.If a Participant is entitled to a distribution because a Change in Control has occurred, on the date such Change in Control occurs, each Participant shall be paid an amount, in one lump sum payment less applicable withholding taxes, equal to the total number of Restricted Units credited to the Participant’s Account multiplied by the Fair Market Value of one Share determined as of the date on which the Change in Control occurs.

~~ARTICLE 3.~~

~~PARTICIPATION~~

~~3.01~~ ~~Commencement of Participation by Eligible Employees~~. As soon as possible after the Committee determines that an Employee has become an Eligible Employee, the Committee shall deliver a written notice to such Employee informing him that he is eligible to become a Participant in this Plan and that he will become a Participant in this Plan upon his execution and delivery to the Committee of a Deferred Compensation Election Form. If an Employee receives a written notice from the Committee that he is eligible to become a Participant in the Plan and the Employee does not execute and deliver a Deferred Compensation Election Form to the Committee within the time period provided for by the Committee, the Employee shall not thereafter be eligible to become a Participant in the Plan with respect to any subsequently payable Base Salary or Bonus unless, prior to the time that the Employee must deliver a Deferred Compensation Election Form to the Committee with respect to such subsequently payable Base Salary or Bonus, the Committee provides the Employee written notice that he is eligible to become a Participant in the Plan with respect to any such subsequently payable Bonus or Base Salary, and the Employee executes and

~~A- 30~~

delivers a Deferred Compensation Election Form to the Committee prior to the time that the Employee must deliver a Deferred Compensation Election Form to the Committee with respect to such subsequently payable Bonus or Base Salary.

~~3.02~~ ~~Deferred Bonus and Base Salary Election Form~~. The Committee shall provide each Eligible Employee with a Deferred Base Salary Election Form within a reasonable period of time before December 31 of each year the Eligible Employee is entitled to defer his receipt of a portion of his Base Salary. The Committee shall also provide each Eligible Employee with a Bonus Deferral Election Form on or before June 30 of each calendar year in which the Eligible Employee performs the services for the Employer resulting in the entitlement to payment of a Bonus (which the Eligible Employee may elect to defer the receipt of) in the following calendar year. The Deferred Compensation Election Form provided to each Eligible Employee shall specify the amount of the Base Salary and/or Bonus that the Eligible Employee is electing to defer, the amount of the Eligible Employee’s Matching Percentage and shall specify the form in which distribution of the Annual Base Salary Deferral or the Annual Bonus Deferral arising from such Deferred Compensation Election Form is to be made.

~~3.03~~ ~~Commencement of Participation by Eligible Directors~~. Each Eligible Director shall be eligible to become a Participant in this Plan at any time and shall become a Participant in the Plan upon his execution and delivery to the Committee of a Deferred Director Fee Election Form within the time provided for by the Committee. The Committee shall provide each Eligible Director with a Deferred Director Fee Election Form within a reasonable period of time before December 31 of each year the Eligible Director is entitled to defer his receipt of his Director Fees. The Deferred Director Fee Election Form provided to each Eligible Director shall specify the amount of the Retainer Fee and any other Director Fee that the Eligible Director is electing to defer and shall specify the form in which the Annual Director Fee Deferral attributable to the Deferred Director Fee Election Form is to be made.

~~3.04~~ ~~Termination of Participation. Each individual that becomes a Participant in the Plan shall continue to participate until the full value of his Account has been distributed to him or his Beneficiary.~~

~~ARTICLE 4.~~

~~DEFERRALS OF BASE SALARY AND BONUSES~~

~~4.01~~ ~~Base Salary Deferrals~~. Each Eligible Employee shall be entitled to defer his or her receipt of a portion of his or her Base Salary by executing and delivering a Deferred Base Salary Election Form to the Committee within the time provided for by Section 4.03 hereof. An Eligible Employee’s election to defer any portion of his Base Salary shall become irrevocable upon his delivery to the Committee of his executed Deferred Base Salary Election Form. The amount of the Maximum Deferral Percentage applicable to the Eligible Employee's election to defer any portion of his Base Salary shall be set forth in the Deferred Base Salary Election Form. Notwithstanding anything to the contrary contained in this Plan, the Maximum Deferral Percentage applicable to the aggregate amount of the Base Salary which any Participant shall be permitted to defer his receipt of for any Plan Year, shall be equal to twenty-five percent (25%) of the Base Salary payable to the Participant.

~~4.02~~ ~~Bonus Deferrals~~. Each Eligible Employee shall be entitled to defer his or her receipt of all or any portion of his or her Bonus by executing and delivering a Deferred Bonus Election Form to the Committee within the time provided for by Section 4.03 hereof. An Eligible Employee’s election to defer all or any portion of his Bonus shall become irrevocable upon his delivery to the Committee of his executed Deferred Bonus Election Form. The amount of the Maximum Deferral Percentage applicable to the Eligible Employee's election to defer any portion of his Bonus shall be set forth in the Deferred Bonus Election Form. Notwithstanding anything to the contrary contained in this Plan, the Maximum Deferral Percentage applicable to the amount of the Bonus which any Participant shall be permitted to defer his receipt of for any Plan Year, shall be equal to one hundred percent (100%) of the Bonus payable to the Participant under the terms of the Annual Bonus Plan for services performed in the immediately preceding calendar year.

~~4.03~~ ~~Procedure for Making Base Salary and Bonus Deferrals~~. In order for a an Eligible Employee to defer his receipt of any portion of the Base Salary, which is payable to the Eligible Employee for services rendered in a calendar year, the Eligible Employee must execute and deliver a Deferred Base Salary Election Form to the Committee on or before December 31 of the calendar year immediately preceding the year in which the services giving rise to the payment of such Base Salary will be performed. In order for an Eligible Employee to defer his receipt of any portion of the Bonus, if any, which is payable to the Eligible Employee under the terms of the Annual Bonus Plan, the Eligible Employee must execute and deliver a Deferred Bonus Election Form to the Committee on or before June 30 of the calendar year in which the services giving rise to the payment of such Bonus are performed. In the year that an Employee first becomes an Eligible Employee, the Employee must execute and deliver a Deferred Base Salary Election Form to the Committee before the end of the thirty (30) day period

~~A- 31~~

beginning on the date the Employee becomes an Eligible Employee and the deferral of any Base Salary provided for by such Deferred Base Salary Election Form shall only be effective with respect to Base Salary payable to the Eligible Employee after the date the Deferred Base Salary Election Form is delivered to the Committee.

~~4.04~~ ~~Effect of Base Salary and Bonus Deferrals~~. If an Eligible Employee elects to defer his receipt of all or any portion the Base Salary which he is entitled to receive for services performed for the Company for a calendar year or all or any portion of any Bonus which he is entitled to receive under the Annual Bonus Plan for services performed for the Company for a calendar year, the portion of the Base Salary or Bonus which the Eligible Employee has elected to defer the receipt of (as set forth in the Deferred Compensation Election Form which the Eligible Employee has delivered to the Committee) shall not be paid to the Eligible Employee at the time such Base Salary or Bonus would otherwise have been paid and, instead, the Eligible Employee’s Account shall be credited with a number of Base Salary Deferral Units or Bonus Deferral Units, as applicable, equal to the number of Shares (including fractional Shares) which could have been purchased with the amount of the Annual Base Salary Deferral or the amount of the Annual Bonus Deferral, as applicable, that has been deferred by the Participant at a price per Share equal to: (a) in the case of a deferral by an Eligible Employee of any portion of his Base Salary, the Fair Market Value of one Share determined as of the last day of the applicable calendar quarter in which the Base Salary Deferral Units are to be credited to the Eligible Employee’s Account with respect to the Base Salary of the Eligible Employee which was deferred in such calendar quarter; and (b) in the case of a deferral by an Eligible Employee of a portion of his Bonus, the Fair Market Value of one Share determined as of the date as of which the portion of the Eligible Employee’s Bonus which has been deferred would otherwise have been paid to the Eligible Employee.

ARTICLE 5.

~~DEFERRAL OF DIRECTOR FEES~~

~~5.01~~ ~~Director Fee Deferrals~~. Each Eligible Director shall be entitled to defer his receipt of all or any portion of his Director Fees by executing and delivering a Deferred Director Fee Election Form to the Committee within the time provided for by Section 5.02 hereof. An Eligible Director’s election to defer any portion of his Director Fees shall become irrevocable upon his delivery to the Committee of his executed Deferred Director Fee Election Form.

~~5.02~~ ~~Procedure for Making Director Fee Deferrals~~. In order for an Eligible Director to defer his receipt of any portion of the Director Fees which he is entitled to receive for any calendar year, he must execute and deliver a Deferred Director Fee Election Form to the Committee on or before December 31 of the calendar year immediately preceding the calendar year in which any portion of the Director Fees to be deferred by the Eligible Director are to be paid. In the year that a Director first becomes an Eligible Director, the Director must execute and deliver a Deferred Director Fee Election Form to the Committee before the end of the thirty (30) day period beginning on the date the Director becomes an Eligible Director and the deferral of any Director Fees provided for by such Deferred Director Fee Election Form shall only be effective with respect to Director Fees payable to the Eligible Director after the date the Deferred Director Fee Election Form is delivered to the Committee.

~~5.03~~ ~~Effect of Director Fee Deferrals~~. If an Eligible Director elects to defer his receipt of any portion of the Director Fees payable to the Eligible Director for a calendar year, the portion of the Director Fees which the Eligible Director has elected to defer the receipt of (as set forth in the Deferred Director Fee Election Form which the Eligible Director has delivered to the Committee) shall be withheld from the Director Fees which are payable to the Eligible Director for the calendar year in which the Eligible Director has elected to defer his receipt of any portion of his Director Fees and instead, the Eligible Director’s Account shall be credited with a number of Director Fee Deferral Units equal to the number of Shares (including fractional shares) which could have been purchased with the amount of the Annual Director Fee Deferral at a price per Share equal to the Fair Market Value of one Share determined as of the date the Director Fee Deferral Units are allocated to the Eligible Director’s Account. In addition, if an Eligible Director has elected to defer any portion of his Retainer Fee, the total number of Director Fee Deferral Units to be allocated to the Account of the Eligible Director shall include (in a sub-account to be established by the Committee) a number of Retainer Fee Deferral Units equal to the number of Shares which could have been purchased with the amount of the Retainer Fee withheld from the Eligible Director’s Retainer Fee at a price per Share equal to the Fair Market Value of one Share determined as of the date the full amount of the Eligible Director’s Retainer Fee (or any applicable installment thereof) would otherwise have been paid to the Eligible Director.

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~~ARTICLE 6.~~

~~MATCHING AND OTHER ALLOCATIONS~~

~~6.01~~ ~~Matching Allocations~~. For each Plan Year that this Plan is in effect, the Company shall make an allocation of Matching Units to the Account of each Eligible Employee with respect to whom Base Salary Deferral Units and/or Bonus Deferral Units have been credited as provided for by Section 4.04 and, if an Eligible Director has elected to defer any portion of his Retainer Fee, to the Account of each Eligible Director with respect to whom Retainer Fee Deferral Units have been credited as provided for by Section 5.03. The number of Matching Units to be credited to the Account of an Eligible Employee for any Plan Year in which Base Salary Deferral Units have been credited to such Eligible Employee’s Account shall be equal to the aggregate number of Shares (including fractional shares) which could be purchased, at a price per share equal to the Fair Market Value of one Share determined as of the date that Base Salary Deferral Units are credited to the Eligible Employee’s Account, with an amount equal to: (a) the amount of the Annual Base Salary Deferral; multiplied by (b) the Eligible Employee’s applicable Matching Percentage. The number of Matching Units to be credited to the Account of an Eligible Employee for any Plan Year in which Bonus Deferral Units have been credited to such Eligible Employee’s Account shall be equal to the aggregate number of Shares (including fractional shares) which could be purchased, at a price per share equal to the Fair Market Value of one Share determined as of the date that Bonus Deferral Units are credited to the Eligible Employee’s Account, with an amount equal to: (y) the amount of the Annual Bonus Deferral; multiplied by (z) the Eligible Employee’s applicable Matching Percentage. The number of Matching Units to be credited to the Account of an Eligible Director for any Plan Year in which Retainer Fee Deferral Units have been credited to such Eligible Director’s Account shall be the same as the number of Retainer Fee Deferral Units credited to the Eligible Director’s Account for such Plan Year.

~~6.02~~ ~~Forfeiture of Matching Units~~. If an Eligible Employee’s employment with the Company is terminated before the date he has attained at least age sixty (60), the Matching Units credited to the Eligible Employee’s Account shall be forfeited on the date the Eligible Employee’s employment is terminated. If an Eligible Director’s service as a member of the Board of Directors of the Company is terminated before the date he has attained age sixty (60), the Matching Units credited to the Eligible Director’s Account shall be forfeited. Notwithstanding the foregoing, if an Eligible Employee’s employment with the Company is terminated in connection with a Change in Control or if an Eligible Director’s service with the Company is terminated in connection with a Change in Control, the number of Matching Units credited to the Account of the Eligible Employee and the number of Matching Units credited to the Account of the Eligible Director shall not be forfeited even though the Eligible Employee or the Eligible Director has not attained age sixty (60) or has net been employed or served as a Director for at least one (1) year.

~~6.03~~ ~~Certain Anti-Dilutive Adjustments~~. In the event of any change in the number of outstanding Shares of Common Stock without receipt of consideration by the Company resulting from any stock dividend, stock split, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of Shares, or any rights offering to purchase Shares of Common Stock at a price substantially below fair market value, or any similar change affecting the Shares of Common Stock the number of Restricted Units credited to a Participant’s Account on the date of such change shall be appropriately adjusted consistent with such change in such manner as the Committee, in its sole discretion, may deem equitable to prevent substantial dilution or enlargement of the rights granted to, or available for, the Participants hereunder.

~~ARTICLE 7.~~

~~ACCOUNTS~~

~~7.01~~ ~~Participant’s Account~~. The Committee shall establish and maintain an Account in the name of each Eligible Employee to which the Committee shall allocate Base Salary Deferral Units, Bonus Deferral Units and Matching Units. In addition, the Committee shall establish and maintain an Account in the name of each Eligible Director to which the Committee shall allocate Director Fee Deferral Units (including, if applicable, a sub account separately identifying the number of Director Fee Deferral Units which are Retainer Fee Deferral Units) and Matching Units. Thereafter, at the time a Participant becomes entitled to a distribution of the value of the Restricted Units credited to his Account, the Participant’s Account shall be credited (hypothetically and for accounting purposes only) with a dollar amount determined as provided in Section 8.01 below. The Accounts established by the Committee for Eligible Employees shall include sub accounts representing the Base Salary Deferral Units and related Matching Units for each Annual Base Salary Deferral and representing Bonus Deferral Units and related Matching Units for each Annual Bonus Deferral. The Accounts established by the Committee for Eligible Directors shall include sub accounts representing Director Fee Deferral Units and related Matching Units for each Annual Director Fee Deferral. Finally, the Accounts established by the Committee for Participants in connection with its administration of this Plan shall be for recordkeeping purposes and shall not require any segregation of any assets of the Company.

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~~7.02~~ ~~Time of Allocation~~. In each Plan Year in which an Eligible Employee does not, pursuant to the Eligible Employee's election, receive payment of a portion of Base Salary which is payable to him in such Plan Year (which Base Salary deferral is based on the Eligible Employee’s election, made in the preceding Plan Year, to defer the payment of any Base Salary the Eligible Employee might earn for such Plan Year), the Base Salary Deferral Units and Matching Units required to be allocated to the Eligible Employee’s Account shall be allocated to the Eligible Employee’s Account as of the last day of each calendar quarter during the Plan Year with respect to which the Eligible Employee has elected to defer a portion of his Base Salary. In each Plan Year in which an Eligible Employee does not, pursuant to the Eligible Employee's election, receive payment of the amount of the Bonus which is payable to him in such Plan Year (which Bonus deferral is based on the Eligible Employee’s election to defer the payment of any Bonus the Eligible Employee might earn for services performed in such preceding Plan Year), the Bonus Deferral Units and Matching Units required to be allocated to the Eligible Employee’s Account shall be allocated to the Eligible Employee’s Account as of the date Eligible Employee would have been paid the portion of his Bonus (attributable to services performed in the preceding Plan Year) which he has elected to defer. In each Plan Year in which an Eligible Director defers any portion of the Director Fees which are payable to him in such Plan Year (which Director Fee deferral is based on the Eligible Director’s election, made in the preceding Plan Year), the Director Fee Deferral Units required to be allocated to the Eligible Director’s Account shall be allocated to the Eligible Director’s Account as of the date provided for in the Deferred Director Fee Election Form and, if the Eligible Director has elected to defer any portion of his Retainer Fee, Matching Units attributable to the Eligible Director’s deferral of a portion of his Retainer Fee shall be allocated to the Eligible Director’s Account on the date provided for in the Deferred Director Fee Election Form.

~~7.03~~ ~~Allocation Does Not Vest Any Interest~~. The fact that Base Salary Deferral Units, Bonus Deferral Units, Director Fee Deferral Units and Matching Units have been allocated to the Account of a Participant shall not vest in such Participant or any Beneficiary any right, title or interest in any assets of the Company except at such time or times and upon the terms and conditions herein provided.

~~7.04~~ ~~Statement of Account~~. At the time that Base Salary Deferral Units, Bonus Deferral Units, Director Fee Deferral Units and Matching Units are credited to a Participant’s Account (as provided for in Section 7.02 above) the Committee shall provide a written notice to the Participant which states the number of Base Salary Deferral Units, Bonus Deferral Units or the number of Director Fee Deferral Units (whichever the case may be) and the number of Matching Units credited to the Participant’s Account in connection with the Participant’s deferral of his receipt of all or a portion of his Base Salary, the Participant’s deferral of his receipt of a portion of his Bonus or the Participant’s deferral of his receipt of a portion of his Director Fees, together with a statement of the total number of Base Salary Deferral Units, Bonus Deferral Units or the total number of Director Fee Deferral Units (whichever the case may be) and the total number of Matching Units credited to the Participant’s Account as of such date. In addition, as soon as practicable following the end of each Plan Year, the Committee shall deliver: (a) to each Eligible Employee that is a Participant: (i) a statement of the total number of Base Salary Deferral Units, and Matching Units which are credited to the Eligible Employee’s Account, and (ii) a statement of the total number of Bonus Deferral Units, and Matching Units which are credited to the Eligible Employee’s Account; and (b) to each Eligible Director that is a Participant, a statement of the total number of Director Fee Deferral Units and Matching Units which are credited to the Eligible Director’s Account. Finally, if, as provided by Section 8.01 hereof, the Participant’s Account is converted to cash (for accounting purposes), as soon as practicable following the end of each Plan Year that the Participant continues to have a balance in his Account, the Committee shall deliver to such Participant a statement of the value of the Participant’s Account and the amount of interest credited to the Participant’s Account for the Plan Year.

~~ARTICLE 8.~~

~~DISTRIBUTIONS~~

~~8.01~~ ~~Conversion of Account~~.

a. If an Eligible Employee’s employment with the Company and all of its Affiliates is terminated, the Committee shall convert the total number of Restricted Units credited to the Account of the Eligible Employee to a cash value equal to the number of Restricted Units credited to the Eligible Employee’s Account determined as of the date the Eligible Employee’s employment is terminated multiplied by the Fair Market Value of one Share determined as of the day immediately preceding the date an Eligible Employee’s employment is terminated. For purposes of this Section 8.01(a), the total number of Restricted Units which are credited to a Eligible Employee’s Account as of the date the Eligible Employee’s employment is terminated shall not include any Matching Units which are forfeited pursuant to the provisions of Section 6.02 hereof. The Committee shall separately identify the cash amount attributable to each Annual Base Salary Deferral and any related Matching Units and the cash amount attributable to each Annual Bonus Deferral and any related Matching Units applicable to the Eligible Employee.

b.If an Eligible Director’s membership on the Board of Directors is terminated, the Committee shall convert the number of Restricted Units credited to the Account of the Eligible Director to a cash value equal to the number of

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Restricted Units credited to the Eligible Director’s Account determined as of the date the Eligible Director’s membership on the Board of Directors is terminated multiplied by the Fair Market Value of one Share determined as of the day immediately preceding the date the Eligible Director’s membership on the Board of Directors is terminated. For purposes of this Section 8.01(b), the total number of Restricted Units which are credited to an Eligible Director’s Account shall not include any Matching Units which are forfeited pursuant to the provisions of Section 6.02 hereof. The Committee shall separately identify the cash amount attributable to each Annual Director Fee Deferral and any related Matching Units applicable to the Eligible Director.

c.Upon the occurrence of a Change in Control, the Committee shall convert the total number of Restricted Units credited to the Accounts of all Participants to a cash value equal, in the case of each Participant, to the number of Restricted Units credited to the Participant’s Account determined as of the date the Change in Control occurs multiplied by the Fair Market Value of one Share determined as of the business day immediately preceding the date the Change in Control occurs.

d.The conversion of the Participant’s Account to a cash value as contemplated by Sections 8.01 (a), (b) and (c) shall be for accounting purposes only and shall not require any segregation of any assets of the Company. In addition, for purposes of determining the amount of interest to be credited to a Participant’s Account pursuant to Section 8.02, the date on which the Participant’s Account is converted to cash shall be: (i) in the case of the termination of an Eligible Employee’s employment, the first day following the date the Eligible Employee’s employment is terminated; and (ii) in the case of the termination of an Eligible Director’s membership on the Board of Directors, the first day following the date the Eligible Director’s membership on the Board of Director’s is terminated.

~~8.02~~ ~~Crediting of Interest~~. During the period beginning on the date a Participant’s Account is converted to cash as determined pursuant to Section 8.01(d) above and ending on the day immediately preceding the date of the payment to a Participant of the first installment of any series of installment payments or the date a Participant receives payment of a lump sum distribution of his Account, whichever the case may be, the Committee shall increase the cash value of the Participant’s Account by interest at an annual rate equal to the Applicable Interest Rate. In addition, in the case of installment payments contemplated by Section 8.03, the value of the Participant’s Account shall be increased by interest at an annual rate equal to the Applicable Interest Rate as of the end of each Plan Year.

~~8.03~~ ~~Distribution of Participant Accounts~~.

a.If a Participant’s employment with the Employer or membership on the Board of Directors (whichever the case may be) is terminated for any reason other than death and, as of the date the Participant’s employment with the Employer or membership on the Board of Directors is terminated, the value of the Participant’s Account (as determined pursuant to Section 8.01(a) or (b) hereof, whichever is applicable), when combined with the value of the Participant’s account, if any, under the 2005 MSPP, is greater than the applicable dollar amount provided for under Section 402(g)(1)(B) of the Code, as adjusted by the Secretary of the Treasury; then: (i) the value of each Annual Base Salary Deferral contained in the Eligible Employee’s Account and the value of any Matching Units attributable to such Annual Base Salary Deferral shall be distributed to the Eligible Employee in one lump sum payment or in five (5) or ten (10) consecutive annual installments, whichever form of distribution of such Annual Base Salary Deferral has been elected by the Eligible Employee in the Base Salary Deferral Election Form which is attributable to such Annual Base Salary Deferral; (ii) the value of each Annual Bonus Deferral contained in the Eligible Employee’s Account and the value of any Matching Units attributable to such Annual Bonus Deferral shall be distributed to the Eligible Employee in one lump sum payment or in five (5) or ten (10) consecutive annual installments, whichever form of distribution of such Annual Bonus Deferral has been elected by the Eligible Employee in the Bonus Deferral Election Form which is attributable to such Annual Bonus Deferral; and (iii) the value of each Annual Director Fee Deferral contained in the Eligible Director’s Account shall be distributed to the Eligible Director in one lump sum payment or in five (5) or ten (10) consecutive annual installments, whichever form of distribution of such Annual Bonus Deferral has been elected by the Eligible Director in the Deferred Director Fee Election Form which is attributable to such Annual Director Fee Deferral. For the avoidance of doubt, if the value of a Participant’s Account, when combined with the value of the Participant’s account, if any, under the 2005 MSPP, exceeds the applicable dollar amount provided for under Section 402(g)(1)(B) of the Code, as adjusted by the Secretary of the Treasury, each Annual Base Salary Deferral, each Annual Bonus Deferral and each Annual Director Fee Deferral made by the Participant may be paid, at the election of the Participant as contained in the applicable Deferred Compensation Election Form for any such Annual Base Salary Deferral, Annual Bonus Deferral or Annual Director Fee Deferral in one lump sum payment, in five (5) consecutive substantially equal annual installments or in ten (10) consecutive substantially equal annual installments.

b.If the Participant elects to receive any Annual Base Salary Deferral, Annual Bonus Deferral or any Annual Director Fee Deferral in one lump sum payment and the value of the Participant’s Account (as determined pursuant to

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Section 8.01(a) or (b) hereof), when combined with the value of the Participant’s account, if any, under the 2005 MSPP, is greater than the applicable dollar amount provided for under Section 402(g)(1)(B) of the Code, as adjusted by the Secretary of the Treasury, such lump sum payment shall be paid to the Participant in the first calendar month occurring after the end of the six (6) month period beginning on the date the Participant’s employment with the Employer or membership on the Board of Directors is terminated. If the Participant elects to receive any Annual Base Salary Deferral, Annual Bonus Deferral or any Annual Director Fee Deferral in five (5) or ten (10) consecutive annual installments and the value of the Participant’s Account (as determined pursuant to Section 8.01(a) or (b) hereof), when combined with the value of the Participant’s account, if any, under the 2005 MSPP, is greater than the applicable dollar amount provided for under Section 402(g)(1)(B) of the Code, as adjusted by the Secretary of the Treasury, the first installment in any such series of installment payments shall be paid to the Participant in the first calendar month occurring after the end of the six (6) month period beginning on the date the Participant’s employment with the Employer or membership on the Board of Directors is terminated and each of the remaining consecutive annual installments shall be paid to the Participant in each January following the date the first installment of the series of installment payments is paid to the Eligible Employee. For the avoidance of doubt and for example, if an Eligible Employee has elected to receive the any Annual Base Salary Deferral which is attributable to Base Salary deferred on or after January 1, 2016 in ten (10) annual installments and if the Eligible Employee’s employment is terminated in the month of February, the first installment of the ten (10) consecutive annual installments over which the value of such Annual Base Salary Deferral and any related Matching Units is to be paid to the Eligible Employee will be paid in the month of September in the year in which the Eligible Employee’s employment is terminated, the second installment of the ten (10) consecutive annual installments will be paid to the Eligible Employee in the month of January in the first calendar year following the calendar year in which the Eligible Employee’s employment is terminated and one installment of the eight (8) remaining installments will be paid to the Eligible Employee in each of the eight (8) consecutive months of January following the first January payment. If the employment of the Eligible Employee described in the previous sentence is terminated in the month of September, the first installment of the ten (10) consecutive annual installments to be paid to the Eligible Employee will be paid in the month of April of the calendar year following the calendar year in which the Eligible Employee’s employment was terminated and the second installment of the ten (10) consecutive annual installments will be paid to the Eligible Employee in the month of January of the second calendar year following the calendar year in which the Eligible Employee’s employment is terminated. If a Participant elects to receive any Annual Base Salary Deferral, any Annual Bonus Deferral or any Annual Director Fee Deferral which is attributable to Base Salary and/or Bonus or Director Fees deferred on or after January 1, 2016 in five (5) or ten (10) consecutive annual installments, the entire remaining balance in the Participant’s Account attributable to such Annual Base Salary Deferral and related Matching Units, such Annual Bonus Deferral and related Matching Units or such Annual Director Fee Deferral and related Matching Units shall be distributed to the Participant in the last installment of the series of installments elected by the Participant.

c.If a Participant’s employment with the Employer or membership on the Board of Directors is terminated as a result of his death and, as of the date the Participant’s employment with the Employer or membership on the Board of Directors is terminated, the value of the Participant’s Account (as determined pursuant to Section 8.01(a) or Section 8.01(b) hereof), when combined with the value of the Participant’s account, if any, under the 2005 MSPP, is greater than the applicable dollar amount provided for under Section 402(g)(1)(B) of the Code, as adjusted by the Secretary of the Treasury; then: (i) the value of each Annual Base Salary Deferral contained in the Eligible Employee’s Account and the value of any Matching Units attributable to such Annual Base Salary Deferral shall be distributed to the Eligible Employee’s Beneficiary in one lump sum payment or in five (5) or ten (10) consecutive annual installments, whichever form of distribution of such Annual Base Salary Deferral has been elected by the Eligible Employee in the Base Salary Deferral Election Form which is attributable to such Annual Base Salary Deferral; (ii) the value of each Annual Bonus Deferral contained in the Eligible Employee’s Account and the value of any Matching Units attributable to such Annual Bonus Deferral shall be distributed to the Eligible Employee’s Beneficiary in one lump sum payment or in five (5) or ten (10) consecutive annual installments, whichever form of distribution of such Annual Bonus Deferral has been elected by the Eligible Employee in the Bonus Deferral election form which is attributable to such Annual Bonus Deferral; and (iii) the value of each Annual Director Fee Deferral contained in the Eligible Director’s Account shall be distributed to the Eligible Director’s Beneficiary in one lump sum payment or in five (5) or ten (10) consecutive annual installments, whichever form of distribution of such Annual Bonus Deferral has been elected by the Eligible Director in the Director Fee Deferral Election Form which is attributable to such Annual Director Fee Deferral. In connection with the foregoing, if the Participant has elected to receive the portion of his Account which is attributable to any Annual Base Salary Deferral, any Annual Bonus Deferral or any Annual Director Fee Deferral deferred on or after January 1, 2016 in one lump sum payment and the value of the Participant’s Account (as determined pursuant to Section 8.01(a) or (b) hereof), when combined with the value of the Participant’s account, if any, under the 2005 MSPP, is greater than the applicable dollar amount provided for under Section 402(g)(1)(B) of the Code, as adjusted by the Secretary of the Treasury, the value of any such Annual Base Salary Deferral, any Annual Bonus Deferral or any Annual Director Fee Deferral (including, in each case, any related Matching Units) shall be distributed to the Participant’s Beneficiary in one lump sum payment in the first calendar month following the end of the ninety (90) day period which begins on the date of the Participant’s death. If the Participant has elected to receive the portion of his Account which is attributable to any Annual Base Salary Deferral, any

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Annual Bonus Deferral or any Annual Director Fee Deferral deferred on or after January 1, 2016 in five (5) or ten (10) consecutive annual installments, and the value of the Participant’s Account (as determined pursuant to Section 8.01(a) or (b) hereof), when combined with the value of the Participant’s account, if any, under the 2005 MSPP, is greater than the applicable dollar amount provided for under Section 402(g)(1)(B) of the Code, as adjusted by the Secretary of the Treasury, the first installment in any such series of installment payments shall be paid to the Participant’s Beneficiary in the first calendar month occurring after the end of the ninety (90) day period beginning on the date of the Participant’s death and each of the remaining consecutive annual installments shall be paid to the Participant’s Beneficiary in each January following the date the first installment of the series of installment payments is paid to the Participant’s Beneficiary. If a Participant has elected to receive the portion of his Account which is attributable any Annual Base Salary Deferral, any Annual Bonus Deferral or any Annual Director Fee Deferral deferred on or after January 1, 2016 in five (5) or ten (10) consecutive annual installments, the Participant’s employment with the Employer or membership on the Board of Directors is terminated due to the Participant’s death and the value of the Participant’s Account (as determined pursuant to Section 8.01(a) or (b) hereof), when combined with the value of the Participant’s account, if any, under the 2005 MSPP, is greater than the applicable dollar amount provided for under Section 402(g)(1)(B) of the Code, as adjusted by the Secretary of the Treasury, the entire remaining balance in the Participant’s Account attributable to such Annual Base Salary Deferral and related Matching Units, such Annual Bonus Deferral and related Matching Units or such Annual Director Fee Deferral and related Matching Units shall be distributed to the Participant’s Beneficiary in the last installment of the series of installments elected by the Participant.

~~8.04~~ ~~Distribution of Small Amounts~~.

a. If the employment of any Eligible Employee is terminated for any reason other than death, and, as of the date of the termination of the Eligible Employee’s employment, the value of any such Eligible Employee’s Account (as determined pursuant to Section 8.01(a) hereof), when combined with the value of the Eligible Employee’s account, if any, under the 2005 MSPP, is less than or equal to the applicable dollar amount provided for under Section 402(g)(1)(B) of the Code, as adjusted by the Secretary of the Treasury, then, the Company shall, provided that the Company simultaneously makes the payments required to be made to the Eligible Employee by Section 8.04(e) hereof, distribute the value of such Eligible Employee’s Account to the Eligible Employee in one lump sum payment on the first business day following the end of the six (6) month period beginning on the date the Eligible Employee’s employment is terminated.

b.If the employment of any Eligible Employee is terminated due to death, and, as of the date of the Eligible Employee’s death, the value of any such Eligible Employee’s Account (as determined pursuant to Section 8.01(a)), when combined with the value of the Eligible Employee’s account, if any, under the 2005 MSPP, is less than or equal to the applicable dollar amount provided for under Section 402(g)(1)(B) of the Code, as adjusted by the Secretary of the Treasury, then, the Company shall, provided that the Company simultaneously makes the payments required to be made to the Eligible Employee’s Beneficiary by Section 8.04(e) hereof, distribute the value of the Eligible Employee’s Account to the Eligible Employee’s Beneficiary in one lump sum payment in the first calendar month which begins after the end of the ninety (90) day period beginning on the date of the Eligible Employee’s death.

c.If an Eligible Director’s membership on the Board of Directors is terminated for any reason, including death, and, as of the date the Eligible Director’s membership on the Board of Directors is terminated, the value of the Eligible Director’s Account (as determined pursuant to Section 8.01(b) hereof), when combined with the value of the Eligible Director’s account, if any, under the 2005 MSPP, is less than or equal to the applicable dollar amount provided for under Section 402(g)(1)(B) of the Code, as adjusted by the Secretary of the Treasury, the value of such Eligible Director’s Account shall, provided that the Company simultaneously makes the payments required to be made to the Eligible Director by Section 8.04(e) hereof, be distributed to the Eligible Director or, in the case of the termination of the Eligible Director’s membership on the Board of Directors due to his death, to the Eligible Director’s Beneficiary, in one lump sum payment in the first calendar month which begins after the end of the ninety (90) day period beginning on the date the Eligible Director’s membership on the Board of Directors is terminated.

d.In addition to the preceding provisions of this Section 8.04 which describe the manner of distribution of the Account of a Participant upon the termination of the Participant’s employment or membership on the Board of Directors, if the value of the Account of a Participant, when combined with the value of the Participant’s account, if any, under the 2005 MSPP, is less than or equal to the applicable dollar amount provided for under Section 402(g)(1)(B) of the Code, as adjusted by the Secretary of the Treasury, the Committee may, in its discretion, upon written notice to the Participant but without consent or approval of such Participant, require that a lump sum distribution of the value of the Participant’s Account be made to the Participant at any time, even though the Participant’s employment (in the case of a Participant who is an Employee) or the Participant’s service as a member of the Company’s Board of Directors (in the case of a Participant who is a Director) has not been terminated; provided that the Company simultaneously makes the payments required to be made to the Eligible Director by Section 8.04(e) hereof.

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e.Prior to or simultaneously with the cash-out payments under provided for under Sections 8.04(a), (b), (c) and (d) above, the Company shall distribute to the Participant, or if applicable, the Participant’s Beneficiary, the entire amount of the Participant’s interest in all agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Treas. Reg. §1.409A-1(c)(2) such that, as a consequence of such distributions, the entire amount of the Participant’s interest in the Plan and all such other agreements, methods, programs, or arrangements is liquidated and terminated in its entirety.

~~8.05~~ ~~Determination of Amounts of Lump Sums and Installments~~. For purposes of determining the amount of any lump sums payable pursuant to Section 8.03 or Section 8.04 hereof, the amount to be distributed to any Participant shall be equal to the value of the Participant’s Account determined as of the day immediately preceding the date the payment is to be paid to the Participant. For purposes of determining the amount of any installments to be paid pursuant to the provisions of Section 8.03 hereof, the amount of each installment to be paid to an Eligible Employee or an Eligible Director, as the case may be, shall be equal to the value of the Participant’s Account determined as of the day immediately preceding the date the installment is to be paid, divided by the total number of annual installments remaining to be paid to the Participant.

~~8.06~~ ~~Payment of Account~~. (a) The installments required to be distributed to a Participant pursuant to Section 8.03 shall be paid in one payment at the time described in the applicable Section, in cash, less the amount of any withholding taxes due with respect to any such payment.

(b) The amount of any lump sum required to be distributed to a Participant pursuant to Section 8.03 or Section 8.04, including amounts required to be distributed to the beneficiary of an Eligible Employee or any Eligible Director, shall be paid in one lump sum payment, in cash, less the amount of any withholding taxes due with respect to any such payment.

~~8.07~~ ~~Distribution on a Change in Control~~. Upon the occurrence of a Change in Control, each Participant shall be paid an amount equal to the number of Restricted Units credited to his Account, determined as of the date the Change in Control occurs, multiplied by the Fair Market Value of a Share, determined as of the business day immediately preceding the date the Change in Control occurs, less any applicable withholding taxes. Upon the occurrence of a Change in Control, the amount required to be paid to a Participant shall be paid to the Participant in cash in one lump sum payment on the date the Change in Control occurs.

~~8.08~~ ~~Distributions on Death~~. Except to the extent otherwise specifically provided in the foregoing provisions of this Article 8, any payment or distribution required to be made to a Participant under the terms of this Plan shall, in the event of the death of the Participant, be paid to the Participant’s Beneficiary at the same time and in the same manner as the payments would have been made to the Participant if he had not died.

~~ARTICLE 9~~

~~ADMINISTRATION~~

~~9.01~~ ~~The Committee~~. Except as provided in Section 1.19 hereof with respect to Executive Officers and non-Employee Directors, the Committee shall consist of the President and two (2) additional senior level management employees of the Company, selected by the President and employed in a position which is at the director level or any more senior position, which Committee shall be the administrative committee which administers the Plan as the plan administrator. The employees of the Company who are designated as being a member of the Committee for purposes of administering the Plan for Eligible Employees who are not Executive Officers or non-Employee Directors may be changed by the President of the Company in his discretion. Any member of the Committee may resign by delivering his written resignation to the Board of Directors.

~~9.02~~ ~~General Duties and Responsibilities~~. The Committee shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan. Any interpretation, construction or determination made in good faith shall be final and conclusive. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in such manner and to such extent as shall be deemed necessary or advisable to carry out the purpose of this Plan.

~~9.03~~ ~~Allocation and Delegation of Responsibilities~~. The Committee may engage agents to assist it in carrying out the ministerial, clerical and recordkeeping portion of its administrative functions hereunder. The Committee members are expressly authorized to allocate among themselves and/or delegate to other named persons or parties, any ministerial, clerical and recordkeeping responsibilities of the Committee relating to the administration of the Plan.

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~~9.04~~ ~~Records, Reporting and Disclosure~~. The Committee shall maintain all the records necessary for the administration of the Plan. The Committee shall also be responsible for preparing and filing such annual reports and tax forms as may be required by law. The Committee shall furnish and/or make available for inspection by each Participant covered under the Plan and to each Beneficiary who is entitled to receive benefits under the Plan, such information and reports as may be required by law.

~~9.05~~ ~~Expenses and Compensation~~. The expenses necessary to administer the Plan shall be borne by the Company. Expenses include, but are not limited to, those involved in retaining necessary professional assistance from an attorney, an accountant or an actuary. The Company shall furnish the Committee with such ministerial, clerical and other administrative assistance as is necessary in the performance of its duties.

~~9.06~~ ~~Information from the Company~~. To enable the Committee to perform its functions, the Company shall supply full and timely information to the Committee on all matters relating to the Compensation of all Participants that are Eligible Employees, their employment, their retirement, death, disability or termination of employment, and such other pertinent facts as the Committee may require. The Committee is entitled to rely on such information as is supplied by the Company and shall have no duty or responsibility to verify such information.

~~9.07~~ ~~Multiple Signatures~~. In the event that more than one person has been duly nominated to serve on the Committee, one signature may be relied upon by any interested party as conclusive evidence that the Committee has duly authorized the action therein set forth and as representing the will of and binding upon the whole Committee. No person receiving such documents or written instructions and acting in good faith and in reliance thereon shall be obliged to ascertain the validity of such action under the terms of this Plan. The Committee shall act by a majority of its members at the time in office and such action may be taken either by a vote at a meeting or in writing without a meeting.

~~9.08~~ ~~General Fiduciary Liability~~. The Company, its Board of Directors, the Committee and each member of the Committee shall not be liable for any actions taken or omitted by any of them except for such acts involving gross negligence or willful misconduct of the party to be charged. Nothing contained in this Section 9.08 shall be deemed to release, discharge or otherwise limit the liability of the Company, and any successor in interest to the Company for payment to Participants of the amounts described in this Plan.

~~ARTICLE 10.~~

~~AMENDMENT AND TERMINATION~~

~~10.01~~ ~~Amendment~~. The Board of Directors of the Company shall have the right at any time and from time to time, without the consent of any Participant or Beneficiary, to amend, in whole or in part, any or all of the provisions of this Plan. Notwithstanding the foregoing, no amendment to the Plan shall be effective to the extent that it has the effect of decreasing the value of a Participant’s Account determined as of the date any such amendment is adopted or to the extent it has the effect of depriving any Participant or the Beneficiary of any Participant of any amount which, as of the date such amendment is adopted, has irrevocably become payable (whether immediately or in the future) to such Participant or Beneficiary under the terms of this Plan as in effect on the day immediately preceding the date on which such amendment is executed.

~~10.02~~ ~~Termination~~. Subject to the limitation on the right to amend this Plan contained in Section 10.01 hereof, the Company, by action of its Board of Directors shall have the right at any time to discontinue its allocations hereunder and to terminate this Plan. Upon termination of this Plan, any amounts payable to any Participants or Beneficiaries at the time this Plan is terminated shall continue to be payable to such Participants or Beneficiaries as provided for by this Plan.

~~ARTICLE 11.~~

MISCELLANEOUS

~~11.01~~5.01 No Rights Created by Plan ~~- Terms of Employment Not Affected~~. Neither the establishment of the Plan nor any modification or termination hereof, nor the ~~creation~~issuance of any ~~fund or account, nor the payment of any benefits,~~Shares hereunder shall be construed as giving to any ~~Participant, Beneficiary~~current or ~~other person~~former non-employee Director any legal or equitable right against the Company, his Employer or any officer or Employee thereof or the Committee, except as herein provided. Under no circumstances shall participation in this Plan by an Employee constitute a contract of continuing employment or in any manner obligate the Employer to continue the services of an Employee.Company. In addition, under no circumstances shall ~~participation in this Plan by~~the issuance of Shares to a ~~non-Employee~~current non-employee Director constitute an agreement ofby the Company, the Board of Directors or the stockholders of the Company to continue to nominate and elect the ~~non-Employee~~non-employee Director as a member of the ~~Board of Directors.~~Board.

A- 393

~~11.02~~5.02 ~~Participants Rights Unsecured~~Taxes. ~~The Plan~~Each non-employee Director shall ~~at all times~~ be ~~entirely unfunded and no provision shall at any time be made with respect to segregating any assets of the Company~~solely responsible for payment of any ~~distributions hereunder.~~and all federal, state and local taxes required by law to be paid with respect to the receipt of any Shares issuable to such non-employee Director pursuant to this Plan. The ~~rights~~Committee shall not grant and shall not have the authority to grant any Shares to any current or former non-employee Director, whether a new Award or as an Award granted in exchange for a prior Award made hereunder if, under the terms of ~~a Participant~~any such Award, the current or ~~his Beneficiary~~former non-employee Director to whom the Award is made would be entitled to receive a ~~distribution hereunder~~“gross up” of any income or other taxes which may be payable by such individual with respect to such Award.

5.03 Amendment or Termination. The Committee may, with prospective or retroactive effect, amend, suspend or terminate the Plan or any portion thereof at any time; provided, however, that no amendment which constitutes a “material amendment” of the Plan, as the term material amendment is defined in the applicable NASDAQ rules, shall be ~~an unsecured claim against~~effective unless approved by the ~~general assets~~stockholders of the Company ~~and neither~~in the ~~Participant nor his Beneficiary shall have any rights in or against any specific assets of the Company.~~

~~11.03~~ ~~No Guaranty of Benefits~~. This Plan has been established, in part, to provide for the deferral of compensation of a select group of highly compensated Employees of the Company. This Plan is unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. Nothing contained in this Plan shall be deemed to constitute a guaranty by the Company or any other entity or person that the assets of the Company will be sufficient to pay the benefits hereunder.

~~11.04~~ ~~Benefits Non-Assignable. No benefit which shall be payable to any person under this Plan, (including a Participant or his Beneficiary), shall be subject in any~~ manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void and no such benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any such person, nor shall it be subject to attachment or legal process for or against such person, and the same shall not be recognized by the Committee, except to such extent as may be required by such rules and by applicable law.

~~11.05~~5.04 Successors. The obligations of the Company under the Plan shall be binding upon any successor Company or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor Company or organization succeeding to substantially all of the assets and business of the Company. The Company agrees that it will make appropriate provision for the preservation of the rights of current or former non-employee Directors under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets.

5.05 Binding Effect. The provisions of the Plan shall be binding upon each current or former non-employee Director, his or her successors and permitted transferees.

5.06 Construed Under Applicable Federal Law and New York Law. This Plan shall be construed according to applicable Federal Law and the laws of the State of New York, without reference to its conflicts of laws principles, and all provisions hereof shall be administered according to such laws.

~~11.06~~ ~~Masculine Gender to Include Feminine; Singular to Include Plural~~. Wherever any words are used herein in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form, they shall be construed as though they were also used in the plural form in all cases where they would so apply.

~~11.07~~5.07 Headings No Part of Plan. Heading of sections and subsections of this Plan are inserted for convenience of reference only. They constitute no part of this Plan are not to be construed in the construction hereof.

~~11.08~~5.08 Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflicts of law principles.

5.09 Effective Date. ~~Subject~~This Plan was approved by the Committee on March 24, 2016 and, subject to ~~the~~ approval ~~of the terms of this Plan~~ by the stockholders of the Company at the annual meeting of the ~~company’s~~Company’s stockholders to be held on May ~~7, 2015,~~5, 2016 and, upon execution by an authorized officer of the ~~terms~~Company, shall be effective as of May 5, 2016. Accordingly, in no event shall any Awards be issued under this Plan prior to May 5, 2016. In the event that this Plan is not approved by the stockholders of the Company, this Plan shall not become effective and Eligible Employees and Eligible Directors shall have the opportunity to make deferrals of their Base Salary, Bonus and Director Fees as contemplated by this plan effective January 1, 2016.effective.

~~11.09~~ ~~Counterparts~~. This Plan may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same Plan and may be sufficiently evidenced by any one counterpart.

~~11.10~~ ~~409A Savings Clause~~. If and to the extent that any provision of this Plan would result in the payment or deferral of compensation in a manner which does not comply with the provisions of Section 409A of the Code and the Treasury regulations promulgated thereunder, such provisions shall, to the maximum extent possible, be construed and interpreted in a manner which will cause such provisions to be implemented in a manner which complies with the applicable requirements of Section 409A and the Treasury regulations promulgated thereunder so as to avoid subjecting any Participant to taxation under Section 409A(a)(i)(A) of the Code.

IN WITNESS WHEREOF, ~~the~~ Gibraltar Industries, Inc. has caused this Plan to be executed as of the ~~____~~_____ day of ~~_____________, 2015.~~

May, 2016.

GIBRALTAR INDUSTRIES, INC.

~~By________________________~~

By:_________________________

A- 404




GIBRALTAR INDUSTRIES, INC. 3556 LAKE SHORE ROAD P.O. BOX 2028 BUFFALO, NY 14219		VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

If voting by Internet or Phone, do not return your proxy card.



¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Pursuant to Rule 14a-12



Table of Contents	Page Number
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DEFINITIVE PROXY STATEMENT	1
PROPOSAL 1 – ELECTION OF DIRECTORS	2
~~PROPOSAL 2 – APPROVAL OF AN AMENDMENT TO CERTIFICATE OF INCORPORATION~~	5
CORPORATE GOVERNANCE	65
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY	119
COMPENSATION OF DIRECTORS	1210
PROPOSAL 32 – ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)	1312
COMPENSATION DISCUSSION & ANALYSIS	1413
Executive Summary	1413
Compensation Overview and Pay-for-Performance	17
Distinguishing Awarded Compensation from Realized Compensation	19
Say-on-Pay Vote Results	20
Design of the Compensation Program	20
Elements of Our Compensation Program	2422
Employment Agreements	3129
Clawback Policy	3129
Tax Considerations	3129
Conclusion	3130
COMPENSATION COMMITTEE REPORT	3230
COMPENSATION OF EXECUTIVE OFFICERS	3331
Summary Compensation Table	3331
Grants of Plan-Based Awards	3533
Outstanding Equity Awards at Fiscal Year End	3634
Option Exercises and Stock Vested	3635
Pension Benefits	3735
Nonqualified Deferred Compensation	3735
POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL	3736
PROPOSAL 3 – APPROVAL OF THE MATERIAL TERMS OF THE SPECIAL PERFORMANCE STOCK UNIT GRANT	40
PROPOSAL 4 – APPROVAL OF THE MATERIAL TERMS OF THE MANAGEMENT INCENTIVE COMPENSATION PLAN	4341
PROPOSAL 5 – APPROVAL OF THE MATERIAL TERMS OF THE ANNUAL PERFORMANCE STOCK UNIT GRANT	42
PROPOSAL 6 – ADOPTION OF THE GIBRALTAR INDUSTRIES, INC. ~~2015 EQUITY INCENTIVE~~2016 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS	4643
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	5045
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	5046
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE REPORT	5448
PROPOSAL ~~6 -~~7 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	5448
INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	5649
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	5649
AUDIT COMMITTEE REPORT	5750
OTHER MATTERS	5750
OTHER INFORMATION	5851
STOCKHOLDERS’ PROPOSALS	5851
APPENDIX A	A- 1



1.	Election of ~~two Class III~~three Directors nominated by the Board to hold office until the ~~2018~~2017 Annual ~~Meeting and until their successors have been elected and qualified.~~Meeting.
2.	~~Approval of an Amendment to the Company’s Certificate of Incorporation of Gibraltar Industries, Inc. to require annual elections of the Company’s directors.~~
3.	Advisory approval of the Company’s executive compensation (the “Say-on-Pay” vote).
3.	Approval of the material terms of the Company’s special grant of Performance Stock Units to enable the Company to deduct the related compensation for federal income tax purposes without being subject to limitations.
4.	Approval of the material terms of the Company’s Management Incentive Compensation Plan to enable the Company to deduct the related compensation for federal income tax purposes without being subject to limitations.
5.	Approval of the material terms of the Company’s Annual Performance Stock Unit Grant to enable the Company to deduct the related compensation for federal income tax purposes without being subject to limitations.
6.	Approval of adoption of the Gibraltar Industries, Inc. ~~2015 Equity Incentive Plan.~~2016 Stock Plan for Non-employee Directors.
6.7.	Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, ~~2015.~~2016.
7.8.	Transaction of such other business as may properly come before the meeting or any adjournment or adjournments thereof.



Directors Subject to	Class I Directors	Class ~~II Directors~~III Director
Annual Elections	~~Class III Directors~~
Term Expiring in 2017	Term Expiring in ~~2016~~2018
ž Sharon M. Brady ¹	~~Term Expiring in 2015~~
ž Frank G. Heard ¹	ž ~~Wiiliam J. Colombo~~	ž Jane L. Corwin¹
ž ~~Vinod M. Khilnani~~William J. Colombo ¹²	ž ~~Craig A. Hindman~~ ¹Vinod M. Khilnani	ž ~~Robert E. Sadler, Jr.~~
ž ~~Brian J. Lipke~~ ²Craig A. Hindman
ž William P. Montague
ž ~~Arthur A. Russ, Jr.~~James B. Nish ²¹



Name	Age	Position(s) Held
Brian J. Lipke	6364	Retired Executive Chairman of the Board ¹
Frank G. Heard	5657	Director, President, and Chief Executive Officer¹
Kenneth W. Smith	6465	Senior Vice President and Chief Financial Officer
Paul M. Murray	6263	Senior Vice President of Human Resources and Organizational Development
Timothy F. Murphy	5152	Vice President, Treasurer, and Secretary
William P. Montague	6869	~~Lead Independent Director~~Chairman of the Board
~~David N. Campbell~~Sharon M. Brady	7365	Director²
William J. Colombo	5960	Director
Jane L. Corwin	5152	Director
Craig A. Hindman	6061	Director
Vinod M. Khilnani	6263	Director
~~Gerald S. Lippes~~James B. Nish	7557	Director
Arthur A. Russ, Jr.	73	Retired Director ²
~~Arthur A. Russ, Jr.~~	72	~~Director~~
Robert E. Sadler, Jr.	6970	Retired Director²



¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11



	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:



¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:




	BY ORDER OF THE BOARD OF DIRECTORS

	Timothy F. Murphy Secretary Buffalo, New York
	April ~~6, 2015~~5, 2016


¹	~~Jane Corwin,~~Sharon Brady, Frank Heard, ~~Craig Hindman,~~ and ~~Vinod Khilnani~~James Nish are new directors ~~and were all~~ appointed to the Board of Directors in ~~2014 or 2015, respectively.~~2015.


²	~~Brian Lipke and Arthur Russ have announced that they~~William Colombo he will retire from the Board of Directors prior to the 2016 Annual Meeting and will not stand for election in ~~2015.~~2016.


Director	Years of Service			Years of Service
Director	As of March 23, 2014	As of March 23, 2015	Pro forma as of March 23, 2016	As of May 2014	As of May 2015	Pro forma as of May 6, 2016
Sharon M. Brady				n/a	n/a	—
David N. Campbell (retired)	21	n/a	n/a	21	n/a	n/a
William J. Colombo	11	12	13
William J. Colombo (retiring in May 2016)				11	12	n/a
Jane L. Corwin	—	1	2	—	1	2
Frank G. Heard	n/a	—	1	n/a	—	1
Craig A. Hindman	n/a	—	1	n/a	—	1
Vinod M. Khilnani	n/a	—	1	n/a	—	1
Brian J. Lipke (retiring in June 2015)	21	22	n/a
Brian J. Lipke (retired)				21	22	n/a
Gerald S. Lippes (retired)	21	n/a	n/a	21	n/a	n/a
William P. Montague	21	22	23	21	22	23
Arthur A. Russ, Jr. (retiring in May 2015)	21	22	n/a
James B. Nish				n/a		—
Arthur A. Russ, Jr. (retired)				21	—	n/a
Robert E. Sadler, Jr.	11	12	13	11	12	n/a
Average Years of Service	16	10	8	16	8	4



Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Board of Directors
Brian J. Lipke				Chair
William J. Colombo		Chair	X	X
Jane L. Corwin	X		X	X
Frank G. Heard				X
Craig A. Hindman		X	X	X
Vinod M. Khilnani		X	X	X
William P. Montague	X	X	Chair	Lead Ind. Dir.
Arthur A. Russ, Jr.				X
Robert E. Sadler, Jr.	Chair	X		X
Fiscal 2014 Meetings	4	3	4	10


²	Mr. ~~Campbell~~Russ and Mr. ~~Lippes~~Sadler each retired from the Board ~~effective December 31, 2014.~~during 2015. We included both Mr. ~~Campbell~~Russ and Mr. ~~Lippes~~Sadler in the ~~2014~~2015 Director Compensation Table in accordance with Item 402 of Regulation S-K.


Name	Fees Earned or Paid in Cash (1)		Stock Awards (2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings (3)		Total		Fees Earned or Paid in Cash (1)		Stock Awards (2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings (3)		Total
David N. Campbell	$	65,000	$	52,006	$	30,000	$	147,006
Sharon M. Brady									$	26,500	$	21,668	$	10,000	$	58,168
William J. Colombo	$	91,000	$	52,006	$	30,000	$	173,006	$	79,000	$	51,997	$	30,000	$	160,997
Jane L. Corwin	$	45,750	$	52,006	$	23,750	$	121,506	$	68,000	$	51,997	$	30,000	$	149,997
Craig A. Hindman	$	15,000	$	—	$	5,000	$	20,000	$	68,000	$	60,667	$	30,000	$	158,667
Vinod M. Khilnani	$	15,000	$	—	$	5,000	$	20,000	$	68,000	$	60,667	$	30,000	$	158,667
Gerald S. Lippes	$	56,000	$	52,006	$	30,000	$	138,006
William P. Montague	$	96,000	$	52,006	$	30,000	$	178,006	$	178,000	$	51,997	$	30,000	$	259,997
James B. Nish									$	26,500	$	21,668	$	10,000	$	58,168
Arthur A. Russ, Jr.	$	58,000	$	52,006	$	30,000	$	140,006	$	24,500	$	—	$	12,500	$	37,000
Robert E. Sadler, Jr.	$	56,000	$	52,006	$	30,000	$	138,006	$	67,000	$	51,997	$	30,000	$	148,997



(1)	Consists of annual retainer fees of $30,000 (pro-rated for new directors); $5,000 for each of Messrs. ~~Campbell,~~ Colombo and ~~Montague,~~Sadler, to reflect their respective positions as Committee Chairman; ~~$5,000~~$25,000 for Mr. Montague to reflect his position as Lead Independent Director; ~~$20,000~~$75,000 for ~~Messrs. Colombo and~~Mr. Montague ~~for~~to reflect his position as Chairman of the ~~Executive Search Committee fee;~~Board; and additional fees of $2,000 for attendance at each meeting of the Board of Directors and any committee. Messrs. ~~Campbell,~~ Hindman, Khilnani, ~~Lippes,~~ Russ, and Sadler deferred all of their fees into the MSPP. Messrs. Colombo, ~~and~~ Montague, and ~~Ms.~~Nish and Mmes. Brady and Corwin deferred a portion of their fees into the MSPP. Ms. ~~Corwin's~~Brady's compensation reflects a partial year of board fees as does that of ~~Mr. Hindman~~Messrs. Nish and ~~Mr. Khilnani.~~Russ.
(2)	This column represents the grant-date fair value of restricted stock granted during the year. The fair value of restricted stock is calculated using the closing price of Gibraltar Industries, Inc. common stock on the date of grant.
(3)	This column represents the Company match on the deferred retainer in each respective director’s account under the MSPP.



Name	Restricted Shares (1)	Restricted Stock Units ("RSUs") (2)	Aggregate Number of Stock Awards Outstanding
Name	Restricted Shares (1)	Restricted Stock Units ("RSUs") (2)	Aggregate Number of Stock Awards Outstanding
William J. Colombo	13,156	33,300	46,456
Jane L. Corwin	3,103	2,946	6,049
Craig A. Hindman	—	1,252	1,252
Vinod M. Khilnani	—	1,252	1,252
William P. Montague	9,156	26,065	35,221
Arthur A. Russ, Jr.	9,156	46,730	55,886
Robert E. Sadler, Jr.	13,156	25,705	38,861



(1)	Restricted shares generally vest over three years. ~~Messrs.~~Mr. Montague and ~~Russ~~Mr. Colombo hold 2,000 ~~restricted shares~~ and ~~Messrs. Colombo and Sadler hold~~ 6,000 restricted shares, respectively, that will vest upon retirement from the Board.
(2)	Represents Restricted Stock Units ("RSUs") deferred in the MSPP that will be converted to cash and paid out upon retirement from the Board. Includes ~~15,441~~3,406 and ~~1,473~~588 unvested RSUs for the benefit of ~~Mr. Colombo and~~ Ms. Corwin and Mr. Nish, respectively, which will be forfeited if their service as a member of the Company’s Board of Directors is terminated prior to age sixty (60).



What We Do	What We Don’t Do
ž Deliver a significant portion of executive compensation in the form of at-risk, performance-based compensation	ž Have single-trigger change-in-control agreements
ž Set performance goals for stock-based incentives on ROIC based on stockholder recommendations	ž Provide ~~excise tax gross-ups in our~~ change-in-control ~~agreements~~cash benefits greater than 275% of cash compensation
ž Limit the maximum payout that can be received in our annual cash incentive plan to ~~300%~~150% of target	ž ~~Provide change-in-control cash benefits greater than 275% of cash compensation~~Maintain a supplemental executive retirement plan
ž ~~Require~~Reward our ~~directors and executive officers~~executives with performance-based compensation awards linked to ~~satisfy stock ownership guidelines~~relative total stockholder return	ž Allow our directors and employees to enter into hedging and pledging transactions with Gibraltar stock
ž Require our directors and executive officers to satisfy stock ownership guidelines
ž Maintain a Clawback Provision that applies to all employees	ž ~~Maintain a supplemental executive retirement plan~~
ž ~~Conduct annual “say-on-pay” advisory votes~~


Name	Fixed Compensation						Performance Based Compensation																	Fixed Compensation						Performance Based Compensation
	Salary (1)		Time-vested RSUs (1)		All Other (1)		MICP				PSUs				Pension & Deferred Compensation				Total Compensation					Salary (1)		RSU Awards (2)		All Other (1)		MICP				PSUs and Stock Options				Deferred Compensation				Total Compensation
	Salary (1)		Time-vested RSUs (1)		All Other (1)		Target ~~(2)~~(3)		Realized (1)		Target (1)		Realized (3)		Target (4)		Realized (4)		Target		Realized		% of Target	Salary (1)		RSU Awards (2)		All Other (1)		Target ~~(2)~~(3)		Realized (1)		Target (1)		Realized (4)		Target (5)		Realized (5)		Target		Realized		% of Target
Brian J. Lipke	$	680,000	$	—	$	68,343	$	612,000	$	261,324	$	816,002	$	—	$	—	$	—	$	2,176,345	$	1,009,667	46%
Frank G. Heard	$	278,654	$	1,083,001	$	5,031	$	224,775	$	96,075	$	320,055	$	—	$	203,413	$	—	$	2,114,929	$	1,462,761	69%	$	699,077	$	942,001	$	78,442	$	680,000	$	1,020,000	$	1,986,251	$	3,126,009	$	597,385	$	157,710	$	4,983,156	$	6,023,239	121%
Kenneth W. Smith	$	374,596	$	260,846	$	62,802	$	225,000	$	96,075	$	374,994	$	—	$	215,575	$	224,913	$	1,513,813	$	1,019,232	67%	$	399,500	$	570,999	$	74,168	$	231,000	$	346,500	$	1,123,119	$	1,983,510	$	223,188	$	121,994	$	2,621,974	$	3,496,671	133%
Paul M. Murray	$	223,000	$	129,437	$	66,825	$	78,050	$	33,327	$	222,996	$	—	$	86,413	$	81,728	$	806,721	$	534,317	66%	$	248,708	$	123,804	$	70,956	$	84,000	$	126,000	$	239,995	$	776,340	$	94,089	$	55,912	$	861,552	$	1,401,720	163%
Tim F. Murphy	$	186,738	$	83,166	$	34,810	$	46,750	$	19,962	$	112,205	$	—	$	58,405	$	35,031	$	522,074	$	359,707	69%
Timothy F. Murphy																								$	212,331	$	76,321	$	44,491	$	51,250	$	76,875	$	123,006	$	397,902	$	64,979	$	14,971	$	572,378	$	822,891	144%


(1)	Amounts correspond to those set forth in the Summary Compensation Table. Salaries exceed the amounts disclosed in the CD&A as a result of the timing of payrolls in 2015 that resulted in 27 bi-weekly paychecks as opposed to 26.


(3)	Equal to the target annual incentive compensation calculated for each NEO based upon a percentage of their salaries.



Stockholder feedback	Actions taken by the Company
Adopt annual elections for directors of the Board	ž ~~Added~~Adopted a ~~stockholder proposal to remove the classified~~de-classified board structure ~~and adopt an annual election process~~at the 2015 Annual Meeting
Separate the Chairman and CEO roles	ž As a part of the Company’s succession planning process, the CEO and Chairman of the Board roles were separated January 1, 2015
Impose a limit on short-term incentive program payout	ž Limited the payout under our Management Incentive Compensation Plan to ~~300%~~150% of target
~~Use performance metrics in long-term incentive plan impacted by management (not market)~~	ž ~~Awarded performance stock units in 2014 with ROIC as the performance metric as opposed to total shareholder return, or another relative performance goal~~



ž Actuant Corporation	ž Builders FirstSource	ž NCI Building Systems
ž Albany International Corp.	ž Eagle Materials	ž Patrick Industries, Inc.
ž ~~Albany International Corp.~~American Woodmark	ž Griffon Corporation	ž ~~Ply Gem~~
ž ~~American Woodmark~~	ž ~~Headwaters Incorporated~~	ž Quanex Building Products
ž A.O. Smith Corporation	ž ~~L.B. Foster Company~~Headwaters Incorporated	ž Simpson Manufacturing
ž Apogee Enterprises	ž ~~NCI Building Systems~~L.B. Foster Company	ž Trex Company
ž ~~Builders FirstSource~~


Assets ($)	Assets ($)	Market Capitalization ($)		Revenues ($)		Assets ($)		Market Capitalization ($)			Revenues ($)
Peer Company	As of 12/31/14	Peer Company	As of 12/31/14	Peer Company	As of 12/31/14	As of 12/31/15		Peer Company	As of 12/31/15		Peer Company	As of 12/31/15
Builders FirstSource						$	2,882	A.O. Smith	$	5,721	Builders FirstSource	$	3,564
A.O. Smith	2,515	A.O. Smith	5,023	A.O. Smith	2,356	$	2,647	Eagle Materials	$	2,980	A.O. Smith	$	2,537
Eagle Materials						$	1,883	Simpson	$	1,649	Griffon Corporation	$	2,016
Griffon Corporation						$	1,731	Actuant Corporation	$	1,411	NCI Building Systems	$	1,564
Actuant Corporation	1,857	Eagle Materials	3,819	Griffon Corporation	1,992	$	1,637	American Woodmark	$	1,302	Actuant Corporation	$	1,249
Griffon Corporation	1,820	Simpson	1,695	Builders FirstSource	1,604
Eagle Materials	1,512	Albany International	1,680	Ply Gem	1,567
Ply Gem	1,255	NCI Building Systems	1,365	Actuant Corporation	1,400
NCI Building Systems						$	1,080	Apogee Enterprises	$	1,257	Eagle Materials	$	1,066
Albany International	1,029	Trex Company	1,350	NCI Building Systems	1,371	$	1,010	Headwaters	$	1,249	Apogee Enterprises	$	934
Headwaters						$	979	Builders FirstSource	$	1,211	Patrick Industries, Inc.	$	920
Simpson	973	Apogee Enterprises	1,230	Eagle Materials	898	$	961	Trex Company	$	1,174	Headwaters	$	895
Headwaters	903	Actuant Corporation	1,211	Headwaters	791
NCI Building Systems	759	Headwaters	1,104	Apogee Enterprises	771
Builders FirstSource	583	Ply Gem	950	Simpson	752
Apogee Enterprises	565	Builders FirstSource	674	Albany International	745	$	612	Albany International	$	1,052	American Woodmark	$	825
Quanex	517	American Woodmark	643	Patrick Industries, Inc.	736	$	572	NCI Building Systems	$	918	Simpson	$	794
L.B. Foster Company	495	Quanex	632	American Woodmark	727	$	567	Griffon Corporation	$	805	Albany International	$	710
American Woodmark	330	Griffon Corporation	615	L.B. Foster Company	607	$	398	Quanex	$	713	Quanex	$	646
Patrick Industries, Inc.	256	L.B. Foster Company	503	Quanex	595	$	386	Patrick Industries, Inc.	$	676	L.B. Foster Company	$	625
Trex Company	196	Patrick Industries, Inc.	452	Trex Company	392	$	212	L.B. Foster Company	$	141	Trex Company	$	441

Median	831	Median	1,158	Median	781	$	979	Median	$	1,211	Median	$	920
Gibraltar Industries	814	Gibraltar Industries	503	Gibraltar Industries	862	$	890	Gibraltar Industries	$	796	Gibraltar Industries	$	1,041



Name	Base Salary						Non-Equity Incentive Compensation						Long-Term Incentives						Total Comp. (3)
Name	Gibraltar		Peer Group Median		% of Median (1)		Gibraltar		Peer Group Median		% of Median (1)		Gibraltar		Peer Group Average		% of Median (1)		% of Median (1)
Brian J. Lipke, CEO	$	680	$	720	94	%	$	612	$	695	88	%	$	816	$	1,340	61	%	77	%
Frank G. Heard, COO	$	450	$	460	98	%	$	338	$	285	119	%	$	765	$	500	153	%	125	%
Kenneth W. Smith, CFO	$	375	$	380	99	%	$	225	$	290	78	%	$	636	$	500	127	%	106	%
Paul M. Murray, SVP (2)	$	223	$	320	70	%	$	78	$	140	56	%	$	352	$	370	95	%	79	%
Timothy F. Murphy, VP (2)	$	187	$	270	69	%	$	47	$	210	22	%	$	195	$	220	89	%	61	%
Average Ratios for all Named Executive Officers					86	%					73	%					105	%	90	%

(1) Measures the ratio of Gibraltar’s compensation and the median of the peer group for each executive officer.
(2) Only a small sample of close comparisons for the duties performed by Mr. Murray and Mr. Murphy could not be found within the peer group. As such, we compared their compensation to the fourth and fifth highest paid NEOs in each peer company’s summary compensation table, respectively.
(3) Total compensation includes all three components of direct compensation: base salary, non-equity incentive compensation, and long-term incentives.


	Percentage of Salary		Percentage of Salary
Position	Annual Incentive Compensation	Long-term Equity Compensation	Annual Incentive Compensation (MICP)	Long-term Equity Compensation (LTIP)
Chief Executive Officer	90%	120%	100%	120%
Chief Operating Officer	75%	170%
Chief Financial Officer	60%	145%	60%	145%
Senior Vice President	35%	125%	35%	125%
Vice President	25%	70%	25%	70%



Officer	Targeted Annual Incentive Compensation as a Percentage of Base Salary	Potential Payout At
Officer		Threshold		Target		Maximum
Brian J. Lipke	90%	$	—	$	612,000	$	1,836,000
Frank G. Heard	75%	$	—	$	337,500	$	1,012,500
Kenneth W. Smith	60%	$	—	$	225,000	$	675,000
Paul M. Murray	35%	$	—	$	78,050	$	234,150
Timothy F. Murphy	25%	$	—	$	46,750	$	140,250



	NI%			NSG			DWC			Total
Loss from continuing operations as reported	$	(81,792	)
Intangible asset impairment, net of taxes	96,159
Restructuring costs, net of taxes	1,078
Acquisition related costs, net of taxes	(878		)
Adjusted net income	$	14,567

Net sales for current year	$	862,087		$	862,087
Net sales for prior year				$	827,567

Average net working capital (1)							$	151,963
Average daily sales							$	2,395

Actual results	1.7		%	4.2		%	63
MICP targets	2.5		%	10.0		%	65
Payout factor minimum threshold	1.5		%	—		%	75
Payout factor (2)	0.20			0.42			1.20
Weighting	50		%	35		%	15		%
MICP payout percentage	10.0		%	14.7		%	18.0		%	42.7%



~~(1)~~	~~Average net working capital was based on the 13-month average of accounts receivable and inventory less accounts payable for each month end between December 31, 2013 and December 31, 2014.~~
~~(2)~~	The payout factor for NI% and NSG was calculated by comparing the difference between actual results and the minimum threshold to the difference between the target and the minimum threshold. The payout factor for DWC was calculated by dividing the difference between the targeted days of working capital and actual results by the difference between the minimum threshold and targeted days of working capital and adding this factor to 1.00.



Position	Annual RSU Grants as a Percentage of Base Salary	Annual PSU Grants as a Percentage of Base Salary
Chief Executive Officer	0%	120%
Chief Operating Officer	60%	110%
Chief Financial Officer	45%	100%
Senior Vice President	25%	100%
Vice President	10%	60%



	OM			EPS			DWC			Total
Income from operations as reported	$	48,085

Net income from continuing operations as reported				$	23,476

Restructuring costs, pre-tax and after tax	12,827			7,969
Acquisition related costs, pre-tax and after tax	6,094			3,792
Intangible asset impairment, pre-tax and after tax	4,863			3,429
Gain on sale of facility, pre-tax and after tax	(6,799		)	(4,273		)
Adjusted operating income	$	65,070

Adjusted net income				$	34,393
Weighted average shares outstanding - diluted				31,545

Net sales as reported	$	1,040,873

Average net working capital (1)							$	164,247
Average daily sales							$	2,891

Actual results	6.3		%	$	1.09		57
MICP targets	5.5		%	$	0.65		62
Maximum payout target	6.0		%	$	0.70		59
Payout factor (2)	150.0		%	150.0		%	150.0		%
Weighting	25.0		%	50.0		%	25.0		%
MICP payout percentage	37.5		%	75.0		%	37.5		%	150.0%



(1)	Average net working capital was based on the 13-month average of accounts receivable and inventory less accounts payable for each month end between December 31, 2014 and December 31, 2015.
(2)	Since the actual results outperformed the maximum payout target for all three performance goals, the payout factor was determined to be 150% for all performance goals. The MICP limits the payout factor calculated under each performance goal to 150%.


	2014 ROIC			2015 ROIC
Loss from continuing operations as reported	$	(81,792	)
Intangible asset impairment, net of taxes	96,159
Restructuring costs, net of taxes	1,078
Acquisition related costs, net of taxes	(878		)
Net income from continuing operations as reported				$	23,476
Restructuring costs, pre-tax and after tax				7,969
Acquisition related costs, pre-tax and after tax				3,792
Intangible asset impairment, pre-tax and after tax				3,429
Gain on sale of facility, pre-tax and after tax				(4,273		)
Adjusted net income	$	14,567		$	34,393
Tax effected interest expense	8,938			9,493
Adjusted net income before interest	$	23,505		$	43,886
Average adjusted invested capital (1)	$	600,962		$	541,176
Return on invested capital	3.91		%	8.1		%

PSU minimum threshold				4.0		%
PSU target	5.70		%	6.0		%
Prior year ROIC	4.89		%
PSU minimum threshold	4.30		%
PSU maximum limit				8.0		%
Payout factor (2)	0.00		%	200.0		%


(1)	Average adjusted invested capital was based on the 13-month average of total stockholders’ equity adjusted for ~~special~~one-time charges plus net debt for the period ended December 31.