EX-10(P) 2006 COMPENSATION ARRANGEMENTS



 








Exhibit (10)(p)




2006 Compensation Arrangements



On February 9, 2006, the Compensation Committee of the Board of Directors of Vulcan Materials
Company (the “Company”) approved the annual base salaries effective March 1, 2006, the short term
incentive payments (cash performance bonus) for 2005, and payments for previously granted
performance share units for the three-year period ending December 31, 2005, for executive officers
of the Company. The compensation for the CEO was ratified by the Board of Directors.




Salary and Cash Bonus



The Compensation Committee authorized the payment of annual bonus awards to each of the Company’s
executive officers for the year ended December 31, 2005 under the Vulcan Materials Company
Executive Incentive Plan (“EIP”) or the Management Incentive Plan (“MIP”). No executive may
participate in both plans concurrently. The annual incentive awards, shown on the table below,
were made within the maximum payable established under the Plans and were based on achieving
previously established financial objectives. The EIP is intended to ensure the tax deductibility of
the bonus for the Company. Total incentive payments to executive officers participating in the EIP
in any year cannot exceed 4% of consolidated net earnings in excess of 6% of net capital for the
prior year. Total payments under the MIP in any year cannot exceed 10% of consolidated net
earnings in excess of 6% of net capital for the prior year.



The following table sets forth the annual base salary and cash bonus for the executive officers who
will be included as the Named Executive Officers in the Company’s 2006 proxy statement. Please
note that any changes to base salaries do not become effective until March 1 of each year.
Consequently, the 2005 base salary shown in the table below is a higher amount than the actual
salary earned from January 1 through December 31, 2005. The actual salary earned for 2005 is the
amount that will be reflected in the Summary Compensation table in Vulcan’s Proxy Statement for its
2006 Annual meeting.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	New Base	 	 
	 	 	 	 	 	 	 	 	Salary	 	Bonus
	Named Executive	 	Title	 	Year	 	($)	 	($)
	James, Don
	 	Chairman and Chief Executive Officer	 	 	2006	 	 	 	1,125,000	 	 	 	2,700,000	 
	 
	 	 	 	 	2005	 	 	 	1,060,000	 	 	 	1,400,000	 
	 
	Badgett, Mac
	 	Senior Vice President, Construction Materials	 	 	2006	 	 	 	445,000	 	 	 	400,000	 
	 
	 	 	 	 	2005	 	 	 	425,000	 	 	 	280,000	 
	 
	Denson, Bill
	 	Senior Vice President, General
Counsel and Secretary	 	 	2006	 	 	 	360,000	 	 	 	475,000	 
	 
	 		 	 	2005	 	 	 	345,000	 	 	 	250,000	 
	 
	Sansone, Dan
	 	Senior Vice President, Chief
Financial Officer and Treasurer	 	 	2006	 	 	 	445,000	 	 	 	563,000	 
	 
	 	 	 	 	2005	 	 	 	430,000	 	 	 	220,000	 
	 
	Smack, Jim
	 	Senior Vice President, Construction Materials	 	 	2006	 	 	 	440,000	 	 	 	393,000	 
	 
	 	 	 	 	2005	 	 	 	425,000	 	 	 	260,000	 








 









 








Long-Term Incentive Award Payments



The Compensation Committee also authorized payments to the Company’s executive officers for the
Performance Share Units previously granted pursuant to the Company’s 1996 Long-Term Incentive Plan.
The payments were based on internal performance measures along with changes in the market value of
our common stock and total shareholder return versus a preselected comparison group.



The following table sets forth the amount earned for the previously granted 2003 Performance Share
Units for the period ending December 31, 2005. Note that the value will be paid in approximately 50%
cash and 50% stock.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Performance	 	Original	 	Units	 	Value
	Named Executive	 	Title	 	Period	 	Grant	 	Earned	 	($)
	James, Don

	 	Chairman and Chief
Executive Officer
	 	1/1/2003 -

12/31/2005
	 	 	37,000	 	 	 	58,534	 	 	 	4,623,601	 
	Badgett, Mac

	 	Senior Vice President,
Construction Materials
	 	1/1/2003 -

12/31/2005
	 	 	7,000	 	 	 	9,667	 	 	 	763,596	 
	Denson, Bill

	 	Senior Vice
President, General
Counsel and Secretary
	 	1/1/2003 -

12/31/2005
	 	 	4,600	 	 	 	7,277	 	 	 	574,810	 
	Sansone, Dan

	 	Senior Vice
President, Chief
Financial Officer and
Treasurer
	 	1/1/2003 -

12/31/2005
	 	 	3,600	 	 	 	5,112	 	 	 	403,797	 
	Smack, Jim

	 	Senior Vice
President,
Construction
Materials
	 	1/1/2003 -

12/31/2005
	 	 	4,100	 	 	 	5,662	 	 	 	447,241