First Amendment to the 2005 Stock Awards Plan
Effective February 7, 2008
The undersigned, being all of the directors of Synalloy Corporation, a Delaware corporation (the
“Corporation”) do hereby consent to and adopt the following First Amendment to the 2005 Stock Awards Plan
(the “Plan”) and direct that this First Amendment be added to the minutes of the Corporation as action taken by
the Board of Directors in lieu of an organizational meeting.
WHEREAS, the Corporation desires to amend the Plan in compliance with the recently enacted Internal
Revenue Code Section 409A and associated federal regulations.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Board of Directors of the Corporation hereby
agrees as follows:
1. Amendments . The Plan is hereby amended as of February 7, 2008, in the following respects:
A. Section 6.D of the Plan is deleted in its entirety and replaced as follows:
The third sentence of Section 6.E of the Plan is deleted in its entirety and replaced as follows:
Upon vesting of any portion of a stock award, certificates evidencing the vested shares shall be
delivered to the employee. In addition, in the event that, following the grant of the stock award to
an employee, the Company has made any distribution to shareholders of the Company in
connection with their ownership of the stock, such employee shall be paid, upon vesting of any
portion of a stock award, a sum equal to the cumulative distribution(s) associated with the vested
stock from the date of the grant of the stock award through the date of vesting of any portion of
the stock award.
The following provision is inserted as a new subsection F contained in Section 6 of the Plan.
D. Sale or Merger . Notwithstanding the vesting schedule set forth in Section 6.A above, 50% of
the total number of unveste