Common use of OBLIGATIONS OF THE COMPANY UPON A CHANGE IN CONTROL Clause in Contracts

OBLIGATIONS OF THE COMPANY UPON A CHANGE IN CONTROL. (a) Upon the occurrence, prior to the termination of this Agreement as provided for by Section 2 above, of any Change in Control other than a Change in Control described in Section 1(h)(iii), the Executive shall be entitled to receive the following payments and benefits from the Company: (i) the restrictions imposed upon the sale, transfer or other conveyance of any restricted stock held by the Executive pursuant to the terms of any restricted stock agreement or any other plan or agreement shall terminate; (ii) any and all compensation which is payable at a time and in a manner which constitutes a “deferral of compensation” within the meaning of U.S. Treasury Regulation §1.409A-1(b)(1) shall be paid to the Executive in one lump sum payment within thirty (30) days following the occurrence of a Change in Control; (iii) as currently provided for by the Gibraltar Industries, Inc. Management Stock Purchase Plan, the amount required to be paid to the Executive with respect to restricted stock unit awards credited to the Executive’s Account under the terms of the Management Stock Purchase Plan shall be paid to the Executive in one lump sum payment on the date the Change in Control occurs; (iv) any options and stock appreciation rights held by the Executive shall vest and become fully exercisable and any other equity based incentive compensation awards held by the Executive, including but not limited to performance unit awards, shall become payable as provided for by the terms of such awards; and (v) any common stock of the Company which has not been issued to the Executive under the terms of any long term equity based incentive compensation plan which was adopted by the Board of Directors prior to the date the Change in Control occurs, but which common stock would have been issued to the Executive under the terms of such long term equity based incentive compensation plan if the Change in Control had not occurred and the Executive had met all the applicable performance goals established by the Board of Directors in order to receive such common stock under such long term equity based incentive compensation plan shall, effective as of the date the Change in Control occurs, be issued to the Executive, free and clear of all restrictions on the sale, transfer or conveyance of such common stock. (b) Upon the occurrence of a Change in Control described in Section 1(h)(iii), the Executive (or, if applicable, his beneficiary or his estate) shall be entitled to receive the payments and benefits described in Section 3(a) above; provided that: (i) the date on which such payments and benefits are provided to the Executive shall not be later than the end of the thirty (30) day period beginning on the date on which the Change in Control described in Section 1(h)(iii) occurs; and (ii) each payment and/or provision to the Executive of each of the payments and benefits described in Section 3(a) above shall be deemed to be a separate payment for purposes of the short term deferral rules of Section 409A of the Code.

OBLIGATIONS OF THE COMPANY UPON A CHANGE IN CONTROL. (a) Upon the occurrence, prior to the termination of this Agreement as provided for by Section 2 above, of any Change in Control other than a Change in Control described in Section 1(h)(iii), the Executive shall be entitled to receive the following payments and benefits from the Company: (i) the restrictions imposed upon the sale, transfer or other conveyance of any restricted stock held by the Executive pursuant to the terms of any restricted stock agreement or any other plan or agreement shall terminate; (ii) any and all compensation which is payable at a time and in a manner which constitutes a “deferral of compensation” within the meaning of U.S. Treasury Regulation §1.409A-1(b)(1) shall be paid to the Executive in one lump sum payment within thirty (30) days following the occurrence of a Change in Control; (iii) as currently provided for by the Gibraltar Industries, Inc. Management Stock Purchase Plan, the amount required to be paid to the Executive with respect to restricted stock unit awards credited to the Executive’s Account under the terms of the Management Stock Purchase Plan shall be paid to the Executive in one lump sum payment on the date the Change in Control occurs; (iv) any options and stock appreciation rights held by the Executive shall vest and become fully exercisable and any other equity based incentive compensation awards held by the Executive, including but not limited to performance unit awards, shall become payable (whether in stock or cash) as provided for by the terms of such awards; and (v) any common stock of the Company which has not been issued to the Executive under the terms of any long term equity based incentive compensation plan which was adopted by the Board of Directors prior to the date the Change in Control occurs, but which common stock would have been issued to the Executive under the terms of such long term equity based incentive compensation plan if the Change in Control had not occurred and the Executive had met all the applicable performance goals established by the Board of Directors in order to receive such common stock under such long term equity based incentive compensation plan shall, effective as of the date the Change in Control occurs, be issued to the Executive, free and clear of all restrictions on the sale, transfer or conveyance of such common stock. (b) Upon the occurrence of a Change in Control described in Section 1(h)(iii), the Executive (or, if applicable, his beneficiary or his estate) shall be entitled to receive the payments and benefits described in Section 3(a) above; provided that: (i) the date on which such payments and benefits are provided to the Executive shall not be later than the end of the thirty (30) day period beginning on the date on which the Change in Control described in Section 1(h)(iii) occurs; and (ii) each payment and/or provision to the Executive of each of the payments and benefits described in Section 3(a) above shall be deemed to be a separate payment for purposes of the short term deferral rules of Section 409A of the Code.

OBLIGATIONS OF THE COMPANY UPON A CHANGE IN CONTROL. (a) Upon the occurrence, prior to the termination occurrence of this Agreement as provided for by Section 2 above, of any Change in Control other than a Change in Control described in Section 1(h)(iii)during the term of this Agreement, the Executive shall be entitled to receive the following payments and benefits from the Company: (ia) the restrictions imposed upon the sale, transfer or other conveyance of any restricted stock held by the Executive pursuant to the terms of any restricted stock agreement or any other plan or agreement shall terminate; (iib) any and all deferred compensation (except for compensation deferred by the Executive pursuant to the terms of any 401(k) plan maintained by the Company, which is payable at a time and deferred compensation shall be paid in a manner which constitutes a “deferral accordance with the terms of compensation” within the meaning of U.S. Treasury Regulation §1.409A-1(b)(1such 401(k) plan) shall be paid to the Executive in one lump sum payment within thirty (30) days following the occurrence of a the Change in Control; (iii) as currently provided for by the Gibraltar Industries, Inc. Management Stock Purchase Plan, the amount required to be paid to the Executive with respect to restricted stock unit awards credited to the Executive’s Account under the terms of the Management Stock Purchase Plan shall be paid to the Executive in one lump sum payment on the date the Change in Control occurs; (ivc) any options and stock appreciation rights held by the Executive shall vest and become fully exercisable and any other equity based incentive compensation awards held by the Executiveaward, including but not limited to performance unit awardsoptions and stock appreciation rights, shall vest and become payable as provided for by the terms of such awards; andfully exercisable. (vd) the Company shall pay the Executive an amount equal to three (3) times the Executive's Annual Compensation. (e) any common stock of the Company which has not been issued to the Executive under the terms of any long term equity based incentive compensation plan which was adopted by the Board of Directors prior to the date the Change in Control occurs, but which common stock would have been issued to the Executive under the terms of such long term equity based incentive compensation plan if the Change in Control had not occurred and the Executive had met all the applicable performance goals established by the Board of Directors in order to receive such common awards of restricted stock or restricted stock units under such long term equity based incentive compensation plan plan, shall, effective as of the date the Change in Control occurs, be issued to the Executive, free and clear of all restrictions on the sale, transfer or conveyance of such common stock. (b) Upon the occurrence of a Change in Control described in Section 1(h)(iii), the Executive (or, if applicable, his beneficiary or his estate) shall be entitled to receive the payments and benefits described in Section 3(a) above; provided that: (i) the date on which such payments and benefits are provided to the Executive shall not be later than the end of the thirty (30) day period beginning on the date on which the Change in Control described in Section 1(h)(iii) occurs; and (ii) each payment and/or provision to the Executive of each of the payments and benefits described in Section 3(a) above shall be deemed to be a separate payment for purposes of the short term deferral rules of Section 409A of the Code.