Exhibit 99.1
GIBRALTAR INDUSTRIES, INC.
2005 EQUITY INCENTIVE PLAN
First Amendment to
Third Amendment And Restatement
Effective as of May 19, 2005, 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 the Gibraltar Industries, Inc. 2005 Equity Incentive Plan (the “Plan”)
for the purpose of carrying into effect its objective to provide its employees and its non-employee
directors, consultants and other service providers with equity based incentives to increase their
motivation to improve the profitability of the Company.
Effective as of December 18, 2006, the Company amended and restated the Plan to limit the form
of payment of certain Awards to an issuance of Shares and to make certain other technical changes.
Effective as of December 30, 2008, the Company amended and restated the Plan to conform the Plan to
the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and to make
certain other technical changes. Effective as of May 18, 2009, the Company amended and restated
the Plan to increase the number of shares of Common Stock which could be issued pursuant to Awards
made under the terms of the Plan and to make certain other technical changes to the Plan. The May
18, 2009 amendment and restatement of the Plan was approved by the Company’s stockholders held on
May 18, 2009.
The Company, as permitted by the Plan, now desires to amend the Plan effective as of January
1, 2010, to clarify that, with respect to Awards made under the terms of the Plan to members of the
Board of Directors and to Executive Officers, the Plan has been and is to be administered in a
manner which provides the Compensation Committee of the Board of Directors of the Company the sole
and exclusive authority to determine the identity of those members of the Board of Directors of the
Company and the identity of the Executive Officers who will be entitled to receive Awards under the
terms of the Plan and the sole and exclusive authority to establish the terms and conditions of any
such Awards, including, but not limited to, the form of such Award (including, but not limited to
restricted stock, restricted stock units, options, performance stock, performance stock units and
rights), the number of shares of Common Stock to be reflected in Awards made to any such
individuals and the terms and conditions for payment of any cash or Common Stock of the Company
payable to any such individuals under the terms of any such Awards.
In connection with the foregoing, the Company hereby adopts the following as the First
Amendment to the Third Amendment and Restatement of the Gibraltar Industries, Inc., 2005 Equity
Incentive Plan effective as of January 1, 2010:
1. Section 1.10 of the Plan is hereby amended by deleting the same in its entirety and
substituting therefore a new Section 1.10 to read as follows:
“1.10 Committee means: (a) 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.”
2. Section 2.02 of the Plan is hereby amended by deleting the same in its entirety and
substituting therefore a new Section 2.02 to read as follows:
“2.02 Grants of Awards; Award Instruments. The Committee shall have
sole and exclusive authority for determining the identity of any individual 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. Each Award made
to an Eligible Person under the Plan shall be evidenced by a written instrument in
such form as the Committee shall prescribe, setting forth the terms and conditions
of the 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.”
3. Section 11.01(a) of the Plan is hereby amended by deleting the same in its entirety and
substituting therefore a new Section 11.01(a) to read as follows:
“11.01 Administration of the Plan. (a) Except as otherwise
specifically provided in the Plan, the Plan shall be administered: (i) by 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 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.”
4. Notwithstanding anything to the contrary contained in the Plan, the Plan shall be and
hereby is deemed and construed to be amended to the full extent necessary to provide that,
effective as of January 1, 2010, the Compensation Committee shall have the sole and exclusive
authority to determine the identity of those members of the Board of Director and the identity of
the Executive Officers who will be entitled to receive Awards under the terms of the Plan and shall
have sole and exclusive authority to establish the terms and conditions of any such Awards,
including, but not limited to, the form of the Award (including, but not limited to restricted
stock, restricted stock units, options, performance stock, performance stock units and rights), the
number of shares of Common Stock of the Company reflected by the Award and the terms and
conditions for payment of any cash or Common Stock which may be payable or issuable pursuant to the
terms of any Awards made to any members of the Board of Directors and pursuant to the terms of any
Awards made to any Executive Officers.
5. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings
ascribed to such terms by the Plan.
IN WITNESS WHEREOF, Gibraltar Industries, Inc. has caused this Plan to be executed as of
the _____ day of April, 2011.
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GIBRALTAR INDUSTRIES, INC.
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