EX-10.3






Exhibit 10.3




VULCAN MATERIALS COMPANY

MANAGEMENT INCENTIVE PLAN

As Amended December 11, 2008




1. Name and Purpose




     The name of this plan is the “Vulcan Materials Company Management Incentive Plan” (the
“Plan”), and its purpose is to promote the profitability of the Corporation by providing
incentive rewards for those employees who contribute most to the operating progress and earning
power of the Corporation. This amendment and restatement is effective as of December 11, 2008
(“Effective Date”).



2. Definitions




     As used in the Plan, unless the context otherwise requires:



     (a) “Administrative Guidelines” mean the guidelines approved from time to time by the
Committee and the chief executive officer setting forth details with respect to the operation and
administration of the Plan and the Awards thereunder, which Administrative Guidelines are not
inconsistent with the terms of the Plan.



     (b) “Annualized Base Salary” means the amount an Eligible Employee is entitled to receive as
wages or salary on an annualized basis (based on a 365 day year), excluding all bonus, commissions,
overtime, health additive and incentive compensation, payable by a Corporation, as consideration
for the Eligible Employee’s services to the Corporation, and including any base salary which has
been earned but deferred.



     (c) “Award” means the dollar amount payable to an Eligible Employee for a certain Plan Year.



     (d) “Board of Directors” means the Board of Directors of the Company.



     (e) “Change in Control” means a change in control as defined in the Vulcan Materials Company
Change in Control Severance Plan or any successor plan.



     (f) “Committee” means the Compensation Committee of the Board of Directors.



     (g) “Common Stock” means the common stock, par value $1.00 per share, of the Company.



     (h) “Company” means Vulcan Materials Company, a New Jersey corporation, and any successor
thereto.



     (i) “Consolidated Net Earnings” for any Year means the sum of (1) the amount of net earnings
(before any deduction for dividends) as reported in the Statement of Earnings, except that items
which are classified therein as extraordinary items shall be excluded in the computation of
Consolidated Net Earnings and (2) interest on long-term debt included in Net Capital, such interest
to include charges or credits arising out of any premium or discount paid or



 









 







received with respect to such debt, and such interest to be adjusted for the provision for
federal and state income taxes attributable thereto.



     (j) “Corporation” means the Company and its Subsidiaries.



     (k) “Disability” means an Eligible Employee’s termination due to a disability entitling him to
long-term disability benefits under the applicable long-term disability plan of the Company or a
Subsidiary, or, to the extent not eligible to participate in any Company-sponsored plan, under the
guidelines of the Social Security Administration.



     (l) “Eligible Employee” means a salaried employee of the Corporation who has been designated
by the Committee or the chief executive officer as eligible for an Award for a certain Plan Year in
accordance with Section 5, other than salaried employees who participate in the Company’s Executive
Incentive Plan.



     (m) “Incentive Provision” means the annual incentive pool, denominated in dollars, as
determined in accordance with Section 4.



     (n) “Net Capital” for any Year means the sum of (1) long-term debt (comprising bonds,
debentures and promissory notes having a maturity at the time of creation of more than one year),
(2) issued capital stock, (3) capital in excess of par value and (4) earnings retained in the
business and reserves created by appropriations therefrom, less the cost of treasury stock, all as
shown in the Balance Sheet as of the end of the preceding Year, with appropriate prorated
adjustments, as approved by the Corporate Internal Audit Department in accordance with the Plan,
for any change during the Year arising from the increase or decrease of outstanding principal of
long-term debt or from original issuance or redemption and retirement of capital stock.



     (o) “Plan Year” means the Year for which Awards are being made.



     (p) “Retirement” means a termination of an Eligible Employee’s employment with the Company
that entitles such Employee to immediate payment of a pension benefit under the Retirement Income
Plan for Salaried Employees of Vulcan Materials Company or any successor plan.



     (q) “Statement of Earnings” and “Balance Sheet” mean the consolidated statements of the
Corporation’s annual earnings and financial position certified by the Corporate Internal Audit
Department and published from year to year in the Corporation’s Annual Report to Shareholders.



     (r) “Subsidiary” means any corporation or other entity, the majority of the outstanding voting
stock or other ownership interest of which is owned, directly or indirectly, by the Company.



     (s) “Target Bonus Amount” means the dollar amount derived by multiplying an Eligible
Employee’s Annualized Base Salary and the Eligible Employee’s Target Bonus Percentage.



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     (t) “Target Bonus Percentage” means the percentage that is used to establish an Eligible
Employee’s Target Bonus Amount as set by the Committee or the chief executive officer for a Plan
Year in accordance with Section 5.



     (u) “Year” means the Corporation’s fiscal year or period covered by a Statement of Earnings.



     In addition, certain other terms used herein have the definition given to them in the first
place in which they are used.



3. The Committee and Its Functions




     (a) Administration. Subject to the terms of the Plan, full power and authority to
interpret and administer the Plan are vested in the Committee; provided, however,
the Committee may delegate the day-to-day administration of the Plan to an officer of the Company.
The Committee shall have the power to adopt eligibility and other rules and regulations not
inconsistent with the provisions of the Plan for the administration thereof, and to alter, amend or
revoke any rule or regulation so adopted. From time to time during each Plan Year, the Committee
shall submit to the Board of Directors preliminary or interim reports to the extent deemed
necessary or appropriate by the Committee or upon the request of the Board of Directors.



     (b) Binding Authority. Decisions of the Committee made in accordance with the Plan
shall be final, conclusive and binding upon all parties, including the Corporation and the
employees thereof; provided, however, that the Committee shall rely upon and be
bound by the report of the Corporate Internal Audit Department for each Year with respect to the
maximum amount available for credit to the Incentive Provision for such Year.



     (c) Miscellaneous. No member of the Committee shall be eligible for Awards under the
Plan. The Committee is authorized to conduct such consultations with officers and other executives
of the Company and to engage or employ from time to time such counsel, advisers, consultants,
accountants, analysts and other persons as it may deem necessary or expedient for the performance
of the functions and duties authorized hereunder.



4. Incentive Provision




     (a) Determination of the Incentive Provision. As promptly as practicable after the
end of each Plan Year, the Corporate Internal Audit Department shall determine in accordance with
the Plan and certify in a report to the Committee the maximum amount available for credit to the
Incentive Provision for such Plan Year, based upon the formula set forth in Section 4(b) below.



     (b) Crediting of the Incentive Provision. The Committee or the Board of Directors
shall credit to the Incentive Provision for each Plan Year (except for Years in which such credit
is prohibited or limited by specific order of the Committee or Board of Directors) an amount that
shall not exceed 10% of the Consolidated Net Earnings in excess of 6% of Net Capital for such Plan
Year (as determined by the Corporate Internal Audit Department in accordance with Section 4(a)
above); provided, however, that the Committee or the Board of Directors may in its



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sole discretion credit a lesser amount for any Plan Year. The Committee may, at its
discretion, exclude non-recurring non-operating items from the calculation of Consolidated Net
Earnings.



5. Eligibility for Participation in the Plan and Target Bonus Percentage




     (a) Determination of Eligibility and Target Bonus Percentage. During the first
quarter of each Plan Year, the Committee, in its sole discretion, shall determine the eligibility
of and establish the Target Bonus Percentage for those salaried employees whose annual base salary
is set by the Committee, and the chief executive officer of the Company shall determine the
eligibility of and establish the Target Bonus Percentage for all other salaried employees. The
designation or non-designation of an employee as an Eligible Employee will be decided by the
Committee or the chief executive officer in its or his sole discretion with respect to each Plan
Year and without regard to an employee having or not having been designated as an Eligible Employee
in any prior Plan Year. Designation as an Eligible Employee in one Plan Year does not create a
right or imply that the employee will be designated as an Eligible Employee in any other Plan Year.
No members of the Board of Directors, except those who are salaried employees of the Corporation,
may be designated as an Eligible Employee under the Plan. An employee who is otherwise an Eligible
Employee for a particular Plan Year shall not be eligible for an Award unless he is an employee of
the Corporation on the last day of such Plan Year; provided that an Eligible Employee who
terminates employment with the Corporation during a Plan Year by reason of his or her death,
disability, or retirement may, at the discretion of the Committee be eligible for a prorated Award.



     (b) Changes of Prior Determinations. During the Plan Year, the Committee may approve
changes in the Eligible Employees and the Target Bonus Percentage of the Eligible Employees whose
annual base salary is determined by the Committee, and the chief executive officer may approve
changes in the Eligible Employees and the Target Bonus Percentage of all other Eligible Employees
of the Corporation.



     (c) Report Recommending Award Allocations to Eligible Employees. As promptly as
practicable after the end of each Plan Year, the chief executive officer of the Company shall
compile and submit to the Committee a report listing the name, position and Target Bonus Percentage
of each Eligible Employee (or proposed Eligible Employee) to be considered for allocation of an
Award for such Plan Year.



6. Allocation of Awards




     (a) Allocation of Awards and Award Pools by the Committee. During the first quarter
of the Year following the end of each Plan Year and after the Committee’s receipt of the report
referred to in Section 5(c) above, the Committee shall allocate individual Awards (if any) to those
Eligible Employees whose annual base salary is determined by the Committee and establish an Award
pool to be allocated by the chief executive officer of the Company among all other Eligible
Employees. Any such allocations shall be made in the sole discretion of the Committee in
accordance with the terms of the Plan; provided, however, that the Committee may,
in the exercise of its discretion allocate no Awards or Award pools for a particular Plan Year.
The total amount of all Awards and Award pools shall not exceed the total amount



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credited to the Incentive Provision for the most recently completed Plan Year, as determined
in accordance with Section 4 hereof.



     (b) Allocation of Awards by the Chief Executive Officer. As soon as reasonably
practicable after the establishment by the Committee of any Award pools, the chief executive
officer of the Company shall allocate individual Awards, not to exceed the total amount of the
Award pools authorized by the Committee, to the Eligible Employees, as the chief executive officer
of the Company may in his sole discretion determine in accordance with the terms of the Plan.



     (c) Considerations. Nothing contained in this Section 6 shall require the Committee
or the chief executive officer of the Company to allocate all of the Awards for a Plan Year at one
or the same time. Subject to the provisions of Sections 4, 5, and 6, the Eligible Employees for a
given Plan Year shall be allocated Awards for such Plan Year in the individual amounts as the
Committee or the chief executive officer of the Company in accordance with the Plan may in its or
his sole discretion determine. Designation as an Eligible Employee and/or inclusion on the chief
executive officer’s report referred to in Section 5(c) does not give an individual a right or
entitlement to be allocated an Award.



     (d) Other Incentive Programs. The amount of any Award allocated to an Eligible
Employee for all or part of a particular Year under a sales, production or other similar incentive
plan or plans maintained by the Company or any Subsidiary shall be considered in determining the
amount of any Award allocated to such Eligible Employee for the same Year under the Plan.



7. Distribution of Awards




     (a) General. Each Award payable under the Plan shall be paid no later than two and
one-half months after the close of the Plan Year for which such Award is payable. Awards shall be
paid in accordance with such conditions and Administrative Guidelines as the Committee may in
accordance with the Plan prescribe.



     (b) Withholding. No later than the date as of which an amount first becomes
includible in the gross income of an Eligible Employee for federal income tax purposes with respect
to any Award under the Plan, the Corporation shall withhold any and all taxes required by any
governmental authority to be withheld by the Company or a Subsidiary. The payment to any such
governmental authority of an amount so withheld shall be deemed a payment of such amount to the
Eligible Employee or his legal representatives.



     (c) No Liability for Interest. Interest shall not be paid, and neither the Company
nor the employing Subsidiary shall be liable for interest on, an Award (or portion of an Award)
that is allocated, but not distributed.



8. Change in Fiscal Year




     In the event of a change in the Corporation’s fiscal year, the Plan shall continue, but there
shall be a prorated adjustment of Net Capital to take into account the change in the fiscal year to
a period of less than (or more than) 12 months. Thereafter, the Plan shall continue in effect and
apply to each subsequent full fiscal year of the Corporation.



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9. Administrative Expenses




     All costs of the Plan, including any fees, retainers or other remuneration paid to members of
the Committee as may from time to time be authorized by the Board of Directors, and all expenses
incurred by the Committee or the Company in interpreting and administering the Plan, shall be borne
by the Company and not charged against the Incentive Provision.



10. Payments in the Event of a Change in Control




     (a) General. Notwithstanding any other provision of the Plan, in the event of a
Change in Control, Eligible Employees as of the date of such Change in Control shall be entitled to
receive payment of Awards in accordance with this Section 10. For purposes of this Section 10,
with respect to the applicable Plan Year, each individual whose employment terminated during such
Plan Year as a result of Retirement, Disability or death and who was an Eligible Employee at the
time of such termination shall be considered an Eligible Employee as of the date of such Change in
Control and shall be entitled to a pro-rata Award (as determined under the applicable provisions of
this Section 10), to the extent such individual has not previously received an Award with respect
to the same period of service.



     (b) Change in Control After Allocation of Awards for Plan Year. If a Change in
Control occurs after Awards for a Plan Year have been allocated by the Committee or the chief
executive officer of the Company in accordance with Section 6, but before the distribution of all
or a portion of the Awards for that Plan Year, then such Awards as so allocated (or the unpaid
portion thereof) shall be paid as promptly as practicable, but not later than two and one-half
months after the close of the Plan Year for which such Award is payable.



     (c) Change in Control After Plan Year Ends But Before Allocation of Awards. If a
Change in Control occurs after the end of a Plan Year, but before Awards for such Plan Year have
been allocated by the Committee or the chief executive officer of the Company in accordance with
Section 6, each individual who was an Eligible Employee at the end of such Plan Year shall be paid
an Award for such Plan Year at least equal to the greater of (A) the product of (x) the
individual’s Target Bonus Percentage multiplied by (y) the individual’s Annualized Base Salary at
the rate in effect as of the end of such Plan Year, or (B) the amount equal to the Award allocated
to such Eligible Employee as determined in accordance with Sections 4, 5 and 6 of the Plan for such
Plan Year based upon the Company’s actual performance for such Plan Year; provided,
however, that each individual whose employment terminated during such Plan Year as a result
of Retirement, Disability or death and who was an Eligible Employee at the time of such termination
shall be paid an Award for such partial Plan Year determined in accordance with the foregoing and
pro-rated based on a fraction, the numerator of which is the number of months (rounded to the
nearest whole month) in such Plan Year through the date of such termination, and the denominator of
which is 12. Awards provided for under this Section 10(c) shall be paid as promptly as
practicable, but not later than the two and one-half months after the close of the Plan Year for
which such Award is payable.



     (d) Change in Control Prior to the End of Plan Year. If a Change in Control occurs
prior to the end of a Plan Year, then the following shall apply:



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     (1) Eligible Employees Terminated During the Plan Year of the Change in Control
Without Cause, for Good Reason or due to Death, Disability or Retirement.




          (i) Without Cause or for Good Reason after the Change in Control. Each
individual, (A) whose employment is terminated by the Company without Cause (as defined in
the Vulcan Materials Company Change of Control Severance Plan) or (B) whose employment is
terminated for Good Reason (as defined in the Vulcan Materials Company Change of Control
Severance Plan) following the Change in Control and who was an Eligible Employee immediately
before the date of the Change in Control, shall be paid, within 90 days following such
termination of employment (or within two and one-half months after the close of the Plan
Year for which such Award is payable, if earlier), an Award for such Plan Year at least
equal to the product of (A) the individual’s Target Bonus Percentage multiplied by (B) the
individual’s Annualized Base Salary at the rate in effect immediately before the date of
such termination (or, if higher, the Change in Control) and further multiplied by (C) a
fraction, the numerator of which is the number of months (rounded to the nearest whole
month) in such Plan Year through the date of such termination of employment, and the
denominator of which is 12.




          (ii) Due to Death, Disability or Retirement Prior to the Change in Control.
Each individual, whose employment terminated prior to the Change in Control as a result of
Retirement, Disability or death and who was an Eligible Employee at the time of such
termination, shall be paid, within 90 days following the date of the Change in Control (or
within two and one-half months after the close of the Plan Year for which such Award is
payable, if earlier), an Award for such Plan Year at least equal to the product of (A) the
individual’s Target Bonus Percentage multiplied by (B) the individual’s Annualized Base
Salary at the rate in effect immediately before the date of such termination, and further
multiplied by (C) a fraction, the numerator of which is the number of months (rounded to the
nearest whole month) in such Plan Year through the date of such termination of employment,
and the denominator of which is 12.




          (iii) Due to Death, Disability or Retirement after the Change in Control. Each
individual, whose employment terminated during the Plan Year after the Change in Control as
a result of Retirement, Disability or death and who was an Eligible Employee at the time of
such termination, shall be paid, within 90 days following such termination of employment (or
within two and one-half months after the close of the Plan Year for which such Award is
payable, if earlier), an Award for such Plan Year at least equal to the product of (A) the
individual’s Target Bonus Percentage multiplied by (B) the individual’s Annualized Base
Salary at the rate in effect immediately before the date of such termination (or, if higher,
the Change in Control) and further multiplied by (C) a fraction, the numerator of which is
the number of months (rounded to the nearest whole month) in such Plan Year through the date
of such termination of employment, and the denominator of which is 12.




     (2) Eligible Employees Whose Employment Continues through the end of the Plan Year
of the Change in Control. Each individual who was an Eligible Employee immediately
before the date of the Change in Control and continues to be employed at



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the end of the Plan Year in which the Change in Control occurs shall be paid, within
two and one-half months following the end of such Plan Year (whether or not still employed
at the time of such payment), an Award for the Plan Year in which the Change in Control
occurs at least equal to the greater of (A) the amount equal to the product of (x) the
individual’s Target Bonus Percentage multiplied by (y) the individual’s Annualized Base
Salary at the rate in effect immediately before the date of such Change in Control, or (B)
the amount equal to the Award allocated to such Eligible Employee as determined in
accordance with Sections 4, 5 and 6 of the Plan for such Plan Year based upon the Company’s
actual performance for such Plan Year.




     (3) Change of Control Before the Determination of Eligible Employees and Target
Bonus Percentages for the Plan Year. Notwithstanding anything contained herein to the
contrary, if a Change in Control occurs before the Committee or the chief executive officer
of the Company has designated the Eligible Employees and Target Bonus Percentages for the
Plan Year in accordance with Section 5, the Eligible Employees and Target Bonus Percentages
designated by the Committee or the chief executive officer of the Company for the
immediately preceding Plan Year shall be deemed to be the Eligible Employees and Target
Bonus Percentages for the current Plan Year.



     (e) No Duplication of Benefits. Depending upon the date on which a Change in Control
occurs, an Eligible Employee may be entitled to receive an Award (or partial Award) under Section
10(b) or Section 10(c) and under Section 10(d). Anything to the contrary notwithstanding, in no
event shall an Eligible Employee be paid an Award (or partial Award) under this Section 10, if
payment thereof would be duplicative of amounts of annual incentive compensation with respect to
the same period of service previously paid or payable to the Eligible Employee, whether pursuant to
the terms of this Plan, another plan of the Corporation or an individual employment or severance
agreement between the Eligible Employee and the Corporation, and any amounts payable under this
Section 10 shall be reduced or offset by any such duplicate payments.



     (f) Not a Limitation on Awards. This Section 10 is intended to establish the minimum
Awards payable to Eligible Employees in the event of a Change in Control, and nothing in this
Section 10 shall preclude the payment of Awards under the Plan that are larger than those
guaranteed to be paid under this Section 10.



     (g) Legal Fees. The Company shall promptly reimburse an individual entitled to an
Award or Awards under this Section 10 for all legal fees and expenses reasonably incurred in
successfully seeking to obtain or enforce any right or benefit provided under this Section 10. Any
reimbursement of legal fees paid to an individual pursuant to this paragraph shall be paid no later
than the end of the individual’s taxable year next following the individual’s taxable year of the
individual in which the related expense is incurred, and, if paid on account of a termination of
employment, no earlier than the seventh month following the individual’s separation from service.
The Company’s obligations under this Section 10(g) shall survive the termination of this Plan.



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11. Termination, Suspension and Amendment




     The Board of Directors may terminate, suspend or amend the Plan at any time; provided,
however, that no provision of the Plan or the Administrative Guidelines for the Plan
relating to a Change in Control, nor any definition of any defined term used in any provision
relating to a Change in Control, may be terminated, suspended or amended after the occurrence of a
Change in Control. No such termination, suspension or amendment of the Plan shall adversely affect
any right or obligation with respect to an Award theretofore allocated, or, after the occurrence of
a Change in Control, an Eligible Employee or a Target Bonus Percentage theretofore designated,
including, without limitation, the right to receive payment of Awards in accordance with Section 10
above.



12. Unfunded Plan Status




     This Plan is intended to be an “unfunded” plan. All payments pursuant to the Plan shall be
made from the general funds of the Corporation, and no special or separate fund shall be
established or other segregation of assets made to assure payment. No employee or other person
shall have under any circumstances any interest in any particular property or assets of the
Corporation as a result of receiving or being eligible to receive an Award under the Plan.



     (a) No Liability. No Award shall become an obligation or liability of, or be recourse
to, any member of the Committee, the Board of Directors, the chief executive officer of the Company
or any other officer or employee of the Corporation.



     (b) Employment Status. The Plan shall not constitute a contract of employment, and
adoption of the Plan shall not confer upon any employee any right to continued employment, nor
shall it interfere in any way with the right of the Corporation to terminate the employment of any
employee at any time.



     (c) Governing Law. The validity, interpretation, construction and performance of the
Plan shall in all respects be governed by the laws of New Jersey, without reference to principles
of conflict of law.



     (d) Non-Transferable. Awards under the Plan are not transferable, except by will or
by laws of descent and distribution.



     (e) Successors. This Plan shall bind any successor of the Company, its assets or its
businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the
same manner and to the same extent that the Company would be obligated under this Plan if no
succession had taken place. In the case of any transaction in which a successor would not by the
foregoing provision or by operation of law be bound by this Plan, the Company shall require such
successor expressly and unconditionally to assume and agree to perform the Company’s obligations
under this Plan, in the same manner and to the same extent that the Company would be required to
perform if no such succession had taken place. The term “Company,” as used in this Plan, shall
mean the Company as hereinbefore defined and any successor or assignee to the business or assets
which by reason hereof becomes bound by this Plan.



     (f) Section 409A. The Plan is intended, and shall be construed, to comply with the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended. However, the



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Plan does not transfer to the Company or any entity or other individual liability for any tax or
penalty that is the responsibility of the employee.


     IN WITNESS WHEREOF, the Company has caused this Vulcan Materials Company Management Incentive
Plan to be hereto affixed and attested by its duly authorized
Secretary, this
11th day of December, 2008.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	VULCAN MATERIALS COMPANY	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Jerry F. Perkins, Jr.	 	 	 	By:	 	/s/ Donald M. James	 	 
	 

	 	 

      Jerry F. Perkins, Jr.	 	 	 	 	 	 

Donald M. James	 	 
	 

	 	      Corporate Secretary
	 	 	 	 	 	Chairman and Chief Executive Officer	 	 






CORPORATE SEAL


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