GIBRALTAR INDUSTRIES, INC.
MANAGEMENT STOCK PURCHASE PLAN
First Amendment to
Second 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”) established the Gibraltar Industries, Inc. 2005 Equity
Incentive Plan (the “Omnibus Plan”) to enable the Company to grant awards of equity based compensation to its
employees and to non-employee directors, consultants and service providers.
In addition, effective as of May 19, 2005, the Company established the Gibraltar Industries, Inc. Management
Stock Purchase Plan (as amended, the “Plan”) to set forth a uniform set of principals under which certain of the
Company’s management employees would be permitted to purchase Restricted Stock Units which the Company
is authorized to issue pursuant to the Omnibus Plan.
Pursuant to the terms of the Plan and the Omnibus Plan, the Plan is to be treated as an instrument evidencing
the grant of an Award under the Omnibus Plan.
Effective as of December 18, 2006, the Company adopted a First Amendment and Restatement of the Plan
to permit the Company’s non-Employee Directors to elect to defer their receipt of their Director Fees and to
have Restricted Stock Units credited to an Account established for their benefit under the Plan in lieu of their
receipt of their Director Fees and to make certain other technical changes.
Effective as of December 31, 2008, the Company adopted a Second Amendment and Restatement of the
Plan to permit the Company’s Eligible Employees to elect to defer receipt of their Base Salary and to have
Restricted Stock Units credited to an Account established for their benefit under the Plan in lieu of their receipt of
their Base Salary effective for Plan years beginning January 1, 2009 and thereafter, to provide the Company
greater flexibility with respect to the amount of the Bonus that can be deferred by an Eligible Employee, to