EX-10.8






Exhibit 10.8




THIS DOCUMENT CONSTITUTES PART OF

A PROSPECTUS COVERING SECURITIES THAT

HAVE BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933




VULCAN MATERIALS COMPANY

PERFORMANCE SHARE UNIT AWARD AGREEMENT

Granted under the 2006 Omnibus Long-Term Incentive Plan

Terms and Conditions

February 7, 2008

As Amended December 11, 2008





	1.	 	Definitions. As used in this Award Agreement the following terms shall have the
meanings as follows:






	 	(a)	 	“Award Agreement” means this Performance Share Unit Award Agreement.
	 
	 	(b)	 	“Award Period” means the three-year period shown on Schedule A of this Award
Agreement, except that in the “Event” of the Participant’s death or a change in control
(as defined in regulations or other guidance under Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”)), the Award Period will be the period covered by
the Award Agreement ending on December 31st of the calendar year in which
the Event occurred.
	 
	 	(c)	 	“Company” means Vulcan Materials Company, a New Jersey corporation.
	 
	 	(d)	 	“Committee” means the Compensation Committee of the Board of Directors.
	 
	 	(e)	 	“Disability” means Permanent and Total Disability whereby the Participant is
entitled to long-term disability benefits under the applicable group 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.
	 
	 	(f)	 	“Fair Market Value or “FMV” means the closing stock price for a Share on the
business day that immediately precedes the Payment Date as reported on a national
securities exchange if the Shares are then being traded on such an exchange or as
determined by the Committee if Shares are not so traded.
	 
	 	(g)	 	“Grant Date” means the date of this Award Agreement.
	 
	 	(h)	 	“Participant” means the name of the employee of the Company or its subsidiaries
or affiliates appearing on the first page of this Award Agreement.
	 
	 	(i)	 	“Payment Date” means the date on which payment is made under this Award
Agreement.
	 
	 	(j)	 	“Performance Share Unit” or “PSU” means the equivalent of one share of Common
Stock.
	 
	 	(k)	 	“Plan” means the Vulcan Materials Company 2006 Omnibus Long-Term Incentive
Plan, as amended, or any successor plan, as amended.
	 
	 	(l)	 	“Retirement” means a participant who retires or who is eligible to elect to
retire in accordance with the Company’s Retirement Income Plan for Salaried Employees
of Vulcan Materials Company or any successor plan.




 









 






	 	(m)	 	“Share” means a share of Common Stock, par value $1.00 per share, of the Company.






	2.	 	Grant and Vesting of PSUs






	 	(a)	 	Grant. The Participant is awarded the number of PSUs designated on the
first page of this Award Agreement.
	 
	 	(b)	 	Vesting. Except as otherwise provided in Section 4, and subject to the
Committee’s discretion set forth in Section 6, the PSUs will become vested on December
31, at the end of the Award Period.






	3.	 	Payment of Performance Share Units






	 	(a)	 	Percentage of Awards Payable. Utilizing the Performance Share Award
Unit Payment Table, Schedule A, the Committee establishes the Percentage of Awards
Payable (“Percentage”) for the Award Period. The Percentage is based on Economic
Profit (“EP”) and Total Shareholder Return (“TSR”) versus a Comparison Group during the
Award Period. The maximum Percentage, as set forth in Schedule A, may be decreased but
not increased by the Committee.
	 
	 	(b)	 	Performance Share Units Payable. The number of PSUs payable will be
determined by multiplying the number of PSUs granted pursuant to this Award Agreement
by the Percentage as determined in Section 3(a). Payment will be made in stock.
	 
	 	(c)	 	The Value of the Stock Issued as Payment for PSUs Earned. The FMV will
be used to determine the basis of the stock payable.
	 
	 	(d)	 	Withholding. The Company shall withhold Shares having a Fair Market
Value on the date the tax is to be determined equal to the minimum statutory amount for
federal, state, local, and employment taxes (“Total Tax”) which could be withheld on
the transaction, with respect to any taxable event arising as a result of this Award
Agreement.
	 
	 	(e)	 	Timing of Payment. Payment will be made to a Participant between
January 1 and March 15 of the calendar year after the calendar year in which the Award
Period [as defined in Section 1(b)] ends.
	 
	 	(f)	 	Payment Determination. The Committee may exercise its discretion to
reduce or eliminate payments if the Award Period average TSR is less than or equal to
the 25th percentile or the average EP is less than or equal to 25% of Target. For
performance levels falling between the values shown on the Payment Table (Schedule A),
the Percentages will be determined by interpolation.




 









 











SCHEDULE A




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Vulcan Materials Company	 	 	 	PERFORMANCE SHARE UNIT AWARD
	3-Year Average Economic	 	 	 	PAYMENT TABLE
	Profit (As a percent of	 	 	 	Percentage of Award Payable
	Target)	 	 	 	Award Period January 1, 2008 – December 31, 2010
	175% or >	 	 
	 	 	100	 	 	 	150	 	 	 	200	 
	 	150	%	 	 
	 	 	75	 	 	 	125	 	 	 	175	 
	 	100	%	 	 
	 	 	50	 	 	 	100	 	 	 	150	 
	 	50	%	 	 
	 	 	25	 	 	 	75	 	 	 	125	 
	25% or <	 	 
	 	 	0	 	 	 	50	 	 	 	100	 
	 	 	 	 	 
	 	25th or <	 	50th	 	75th or >






Company 3-Year Average

Total Shareholder Return Percentile Rank

Relative to S&P 500 Index





	4.	 	Termination of Employment.






	 	(a)	 	Retirement, as defined in Section 1(l).






	 	(i)	 	If a Participant retires from employment at age 62 or later, the
PSUs which have been held by the Participant until January 1st of the
calendar year following the year of grant, will be deemed to be non-forfeitable
and will be paid in accordance with Section 3; provided however, that the
Participant executes a reasonable non-competition covenant with the Company
restricting the Participant from competing with the Company in a specified
territory for a specified period of time; otherwise, if such covenant is not
executed by the Participant, unvested PSUs will be forfeited and vested PSUs not
yet paid as of the date of such termination will be paid in accordance with
Section 3.
	 
	 	(ii)	 	If a Participant retires from employment prior to reaching the
age of 62, the PSUs will become non-forfeitable in accordance with Schedule B
and will be paid in accordance with Section 3; provided however, that the
Participant executes a reasonable non-competition covenant with the Company
restricting the Participant from competing with the Company in a specified
territory for a specified period of time otherwise, if such covenant is not
executed by the Participant, unvested PSUs will be forfeited and vested PSUs not
yet paid as of the date of such termination will be paid in accordance with
Section 3.




 









 











SCHEDULE B




	 	 	 	 	 
	If the “prior to age 62” retirement occurs on or	 	The percentage of PSUs
	after January 1st of the:	 	that will become Non-forfeitable is:
	1st Calendar year following the Grant Date
	 	 	33	%
	2nd Calendar year following the Grant Date
	 	 	67	%
	3rd Calendar year following the Grant Date
	 	 	100	%







	 	(b)	 	Disability. Upon determination of Disability, as defined in Section
1(e), the PSUs granted under this Award Agreement will become non-forfeitable. All
non-forfeitable PSUs will be paid in accordance with Section 3.
	 
	 	(c)	 	Death. Upon the death of the Participant, the PSUs granted under this
Award Agreement will become non-forfeitable. All non-forfeitable PSUs will be paid to
the Participant’s estate in accordance with Section 3.
	 
	 	(d)	 	Other Termination. Upon voluntary termination for reasons other than
retirement, or upon involuntary termination for reasons other than death, Disability,
or cause as determined under Section 4(e), unvested PSUs will be forfeited and vested
PSUs not yet paid as of the date of such termination will be paid in accordance with
Section 3.
	 
	 	(e)	 	Termination for Cause. If a Participant’s employment is terminated for
cause, the PSUs will immediately be forfeited, even with respect to vested PSUs which
were otherwise non-forfeitable but not yet paid. The Committee shall have complete
discretion to determine whether a Participant has been terminated for cause. The
Committee’s determination shall be final and binding on all persons for purposes of the
Plan and this Award Agreement.
	 
	 	(f)	 	Change in Control of the Company. Upon a Change in Control of the
Company, as defined in regulations or other guidance under Section 409A of the Code,
the PSUs granted under this Award Agreement will be deemed to be non-forfeitable. All
non-forfeitable PSUs will be paid in accordance with Section 3.






	5.	 	Section 16(b) Participants. Any Participant subject to Section 16(b) reporting shall
be governed by same with respect to PSUs.






	6.	 	Committee Discretion. The Committee may, in its sole discretion, amend this Award
Agreement to the extent necessary to comply with any statute, regulation, or other
administrative guidance. Notwithstanding any other provision of the Plan or this Award
Agreement, the Committee may amend the Plan or this Award Agreement to the extent permitted
by their terms deem any units granted under this Agreement non-forfeitable for the events
described in Sections 4(a) and 4(d). The Committee shall not make any amendment pursuant
to this Section 6 that would cause this Award Agreement, if it is subject to or becomes
subject to Section 409A of the Internal Revenue Code, to fail to satisfy the requirements
of such Section 409A. The Committee has sole discretion to establish the Comparison Group
to be used in evaluating the performance of the Company in accordance with Section 3(a),
and may change the Comparison Group from time to time.






	7.	 	Entire Agreement; Amendment. This Award Agreement, The Memorandum, and the Plan are
incorporated herewith and represent the entire understanding and agreement between the
Company and the Participant, and shall supersede any prior agreement and understanding
between the parties. Except as provided in




 









 






	 	 	Section 6 of this Agreement and subject to any Plan provision, this Award may not be amended
or modified except by a written instrument executed by the parties hereto.






	8.	 	Non-Solicitation. In consideration for this Agreement and notwithstanding any other
provision in this Agreement, the Participant agrees to comply with the non-solicitation
covenants set forth below:






	 	(a)	 	Non-Solicitation of Customers. The Participant acknowledges that while
employed by the Company, the Participant will occupy a position of trust and confidence
and will acquire confidential information about the Company, its subsidiaries and
affiliates, and their clients and customers that is not disclosed by the Company or any
of its subsidiaries or affiliates in the ordinary course of business, including trade
secrets, data, formulae, information concerning customers and other information which
is of value to the Company because it is not generally known. The Participant agrees
that during the period of employment with the Company and for a period of two years
after the date of termination of employment with the Company, regardless of the reason
for termination, the Participant will not, either individually or as an officer,
director, stockholder, member, partner, agent, consultant or principal of another
business firm, directly or indirectly solicit any customer of the Company or of its
affiliates or subsidiaries.
	 
	 	(b)	 	Non-Solicitation of Employees. The Participant recognizes that while
employed by the Company, the Participant will possess confidential information about
other employees of the Company and its subsidiaries or affiliates relating to their
education, experience, skills, abilities, compensation and benefits, and inter-personal
relationships with suppliers to and customers of the Company and its subsidiaries or
affiliates. The Participant recognizes that this information is not generally known,
is of substantial value to the Company and its subsidiaries or affiliates in developing
their respective businesses and in securing and retaining customers, and will be
acquired by the Participant because of the Participant’s business position with the
Company. The Participant agrees that during the period of employment with the Company
and for two years after the date of termination of employment with the Company,
regardless of the reason for termination, the Participant will not, directly or
indirectly, solicit or recruit any employee of the Company or any of its subsidiaries
or affiliates for the purpose of being employed by the Participant or by any business,
individual, partnership, firm, corporation or other entity on whose behalf the
Participant is acting as an agent, representative or employee and that the Participant
will not convey any such confidential information or trade secrets about other
employees of the Company or any of its subsidiaries or affiliates to any other person
except within the scope of the Participant’s duties as an employee of the Company.
	 
	 	(c)	 	Remedies. If any dispute arises concerning the violation by the
Participant of the covenants described in this Section, an injunction may be issued
restraining such violation pending the determination of such controversy, and no bond
or other security shall be required in connection therewith. If the Participant
violates any of the obligations in this Section, this Award Agreement will terminate,
if it is outstanding, and, in addition, the Company will be entitled to any appropriate
relief, including money damages, equitable relief, and attorneys’ fees.