EXHIBIT (c)(1) AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 14, 1998, by and among Vulcan Materials Company, a New Jersey corporation ("Parent"), ALB Acquisition Corporation, a Delaware corporation...Agreement and Plan of Merger • November 20th, 1998 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
ESCROW AGREEMENT ----------------Escrow Agreement • May 1st, 1998 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels)
REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (this "Rights Agreement") is made and entered into as of ____________, 19__, by and among C.W. Matthews Quarries, Inc., a Georgia corporation ("Seller"),...Registration Rights Agreement • April 20th, 1998 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels) • Georgia
1 EXHIBIT 10(N) FORM OF EMPLOYMENT AGREEMENT AGREEMENT by and between Vulcan Materials Company, a New Jersey corporation (the "Company") and (Named Executive - See Schedule A) (the "Executive"), dated as of the ___ day of February, 2000. The Board of...Employment Agreement • March 28th, 2000 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels) • New Jersey
andVulcan Materials Co • October 23rd, 1998 • Mining & quarrying of nonmetallic minerals (no fuels) • New Jersey
EXHIBIT 10(M) FORM OF EMPLOYMENT AGREEMENT AGREEMENT by and between Vulcan Materials Company, a New Jersey corporation (the "Company") and (Named Executive - See Schedule A) (the "Executive"), dated as of the ___ day of February, 2000. The Board of...Employment Agreement • March 28th, 2000 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels) • New Jersey
EMPLOYMENT AGREEMENTEmployment Agreement • June 9th, 2005 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels)
AGREEMENT by and between Vulcan Materials Company, a New Jersey corporation (the "Company") and Daniel F. Sansone (the "Executive"), dated June 9, 2005. The Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the E
EXHIBIT 99.1 ASSET PURCHASE AGREEMENT BY AND BETWEEN BASIC CHEMICALS COMPANY, LLC, VULCAN CHLORALKALI, LLCAsset Purchase Agreement • October 15th, 2004 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels) • New York
1 EXHIBIT 10(L) CONSULTING AGREEMENT CONSULTING AGREEMENT dated as of January 6, 1999 between VULCAN MATERIALS COMPANY, a New Jersey corporation (the "Parent"), and A. FREDERICK GERSTELL (the "Consultant"). WHEREAS, pursuant to an Agreement and Plan...Consulting Agreement • March 19th, 1999 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
VULCAN MATERIALS COMPANY DEBT SECURITIES UNDERWRITING AGREEMENT February 2, 2001Vulcan Materials Co • February 7th, 2001 • Mining & quarrying of nonmetallic minerals (no fuels)
Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Wachovia Securities, Inc. Banc of America Securities LLC Banc One Capital Markets, Inc. c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Ladies and Gentlemen:
SUPPORT AGREEMENTSupport Agreement • February 20th, 2007 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels) • New York
The undersigned (the “Shareholders,” and each a “Shareholder”) understand that Vulcan Materials Company, a New Jersey corporation (“Vulcan”), and Florida Rock Industries, Inc., a Florida corporation (“Florida Rock”), propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), providing for, among other things, the Florida Rock Merger, in which each share of common stock, par value $0.10 per share, of Florida Rock (the “Florida Rock Common Stock”) (other than Excluded Shares) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive, at the election of the holder thereof and subject to proration in accordance with the Merger Agreement, the Cash Consideration or the Stock Consideration. Capitalized terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.
November 14, 1998Vulcan Materials Co • November 20th, 1998 • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 VULCAN MATERIALS COMPANY DEFERRED STOCK UNIT AMENDED AGREEMENT Granted under the 1996 Long-Term Incentive Plan Terms and...Vulcan Materials Co • February 26th, 2007 • Mining & quarrying of nonmetallic minerals (no fuels)
THIS AMENDED AWARD AGREEMENT is between the Company and the Participant, as designated on page one of each previous agreement for an award of Deferred Stock Units provided in 2001, 2002, 2003, 2004, or 2005 (“Prior Agreement”). This Agreement amends and replaces each Prior Agreement (other than page one of the Prior Agreement), effective with respect to each Prior Agreement as of the Grant Date of the award in that Prior Agreement as if this Agreement were a separate agreement for each such award.
PRICING AGREEMENTPricing Agreement • February 7th, 2001 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels)
Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Wachovia Securities, Inc. Banc of America Securities LLC Banc One Capital Markets, Inc. c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 28th, 2003 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels) • New Jersey
This Amendment, dated as of July 15, 2002, is among Vulcan Materials Company, a New Jersey corporation (the "Company"), EquiServe Trust Company, N.A., fka First Chicago Trust Company of New York (the "Resigning Rights Agent") and The Bank of New York, a New York banking corporation (the "Successor Rights Agent"), and amends the Rights Agreement, dated as of October 19, 1998 (the "Rights Agreement"), between the Company and the Resigning Rights Agent.
SHAREHOLDERS AGREEMENTShareholders Agreement • February 20th, 2007 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels) • New Jersey
This SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of February 19, 2007 (this “Agreement”), is by and among Vulcan Materials Company, a New Jersey corporation (“Vulcan”), Virginia Holdco, Inc., a New Jersey corporation (“Holdco”), and Baker Holdings, L.P. and the individual shareholders signatory hereto (the “Baker Shareholders”).
1 EXHIBIT 1 VULCAN MATERIALS COMPANY DEBT SECURITIES FORM OF UNDERWRITING AGREEMENTVulcan Materials • March 30th, 1999 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels) • New York
ContractSupplemental Executive Retirement Agreement • November 2nd, 2001 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels)
THIS AGREEMENT is made as of the 28th day of September, 2001, by and between VULCAN MATERIALS COMPANY, a New Jersey corporation (the "Company"), and DONALD M. JAMES (the "Executive"). WHEREAS, the Executive has been employed by the Company in valuable executive service to the Company; and WHEREAS, the Company desires to reward such past service and to encourage and reward the continued employment of the Executive with the Company until his retirement and to promote his devotion to his duties on behalf of the Company without uncertainty or concern as to his retirement income security or that of his spouse; NOW, THEREFORE, the Company and the Executive hereby enter into this Supplemental Executive Retirement Agreement as hereinafter provided:
EXHIBIT 2 ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG C.W. MATTHEWS QUARRIES, INC., THE SHAREHOLDERS OF C.W. MATTHEWS QUARRIES, INC., AND VULCAN MATERIALS COMPANY TABLE OF CONTENTS ----------------- [Not Part of the Agreement]Asset Purchase Agreement And • April 20th, 1998 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels)
AGREEMENT AND PLAN OF MERGER dated as of February 19, 2007 by and among VULCAN MATERIALS COMPANY FLORIDA ROCK INDUSTRIES, INC. VIRGINIA HOLDCO, INC. VIRGINIA MERGER SUB, INC. and FRESNO MERGER SUB, INC.Agreement and Plan of Merger • February 20th, 2007 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels) • Florida
AGREEMENT AND PLAN OF MERGER dated as of February 19, 2007 (this “Agreement”) is by and among Vulcan Materials Company, a New Jersey corporation (“Vulcan”), Florida Rock Industries, Inc., a Florida corporation (“Florida Rock”), Virginia Holdco, Inc., a New Jersey corporation and a direct wholly owned subsidiary of Vulcan (“Holdco”), Virginia Merger Sub, Inc., a New Jersey corporation and a direct wholly owned subsidiary of Holdco (“Virginia Merger Sub”), and Fresno Merger Sub, Inc., a Florida corporation and a direct wholly owned subsidiary of Holdco (“Fresno Merger Sub” and, together with Virginia Merger Sub, the “Merger Subs”).
VULCAN MATERIALS COMPANY 401(k) AND PROFIT SHARING RETIREMENT PLANVulcan Materials • August 13th, 2007 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels) • Alabama
