EX-10.4



 







Exhibit 10.4




GIBRALTAR STEEL CORPORATION




RESTRICTED STOCK PLAN




 






First Amendment to

Second Amendment and Restatement




 






RECITALS:




     On September 21, 1993, Gibraltar Steel Corporation, a Delaware corporation with offices at
3556 Lake Shore Road, Buffalo, New York 14219 (now known as Gibraltar Industries, Inc. (the
“Company”)) adopted a restricted stock plan known as the “Gibraltar Steel Corporation Restricted
Stock Plan” (hereinafter the “Plan”) to enable the Company to attract and retain highly qualified
individuals as officers and key employees of the Company by providing the Company a program under
which it could grant equity based incentive compensation to such officers and key employees.



     Effective as of August 11, 1997 the Plan was amended and restated, among other things, to
expand the class of individuals eligible to participate in the Plan. Effective as of April 11,
2003, the Plan was further amended and restated to increase the number of shares of the Company’s
common stock which were issuable under the terms of the Plan.



     On April 1, 2005, the Company adopted the Gibraltar Industries, Inc. 2005 Equity Incentive
Plan (the “Equity Incentive Plan”), an equity based incentive compensation plan which provides the
Company the ability to grant a wide variety of equity based incentive compensation awards to
employees, non-employee directors, consultants and other service providers.



     Included in the equity based incentive compensation awards which the Company has the ability
to grant under the Equity Incentive Plan are shares of restricted stock. Accordingly, in its
authorization of the Equity Incentive Plan, the Company’s Board of Directors authorized the
termination of the Plan, effective as of the date of the adoption of the Equity Incentive Plan.



     NOW, THEREFORE, in order to carry into effect the termination of the Gibraltar Steel
Corporation Restricted Stock Plan, as amended, the Company hereby adopts the following as the First
Amendment to the Second Amendment and Restatement of the Gibraltar Steel Corporation Restricted
Stock Plan:



     1. Termination of Plan. Effective as of April 1, 2005, the Gibraltar Steel
Corporation Restricted Stock Plan, as amended, shall be, and the same hereby is, terminated subject
to the provisions of Section 2 below. As a consequence of the termination of the Gibraltar Steel
Corporation Restricted Stock Plan, the Company shall no longer have any right or authority to grant
or issue awards of restricted stock under the terms of the Gibraltar Steel Corporation Restricted
Stock Plan, as amended.



 









 





     2. Reservation of Rights Under Prior Awards. Notwithstanding the termination of
Gibraltar Steel Corporation Restricted Stock Plan provided for by Section 1 above, if and to the
extent that the restrictions on the transferability of any shares of the Company’s common stock
issued in connection with any awards of restricted stock which have been granted or issued by the
Company under the Gibraltar Steel Corporation Restricted Stock Plan prior to April 1, 2005, have
not lapsed and expired prior to April 1, 2005, the rights of the recipients of such grants or
awards of restricted stock shall continue in full force and effect from and after April 1, 2005 in
accordance with their terms.



     3. Release of Shares. As a consequence of the termination of the Gibraltar Steel
Corporation Restricted Stock Plan, the reservation by the Company of shares of its common stock for
issuance under the terms of the Gibraltar Steel Corporation Restricted Stock Plan is hereby
terminated and released with respect to all the shares of the Company’s common stock originally
reserved for issuance under the terms of the Gibraltar Steel Corporation Restricted Stock Plan
which have not been issued as shares of restricted stock pursuant to the terms of the Gibraltar
Steel Corporation Restricted Stock Plan prior to April 1, 2005.



     IN WITNESS WHEREOF, Gibraltar Industries, Inc. has caused this First Amendment to the Second
Amendment and Restatement of the Gibraltar Steel Corporation Restricted Stock Plan to be executed
as of this 22nd day of May, 2006.



	 	 	 	 	 
	 	GIBRALTAR INDUSTRIES, INC.

 	 
	 	By:  	/s/
Henning Kornbrekke	 
	 	        Name: Henning Kornbrekke

        Title: President	 
	 	  
	 	 	 	 	 




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