October 1, 2000
_____________________
_____________________
_____________________
_____________________
_____________________
Dear _____________:
As you are aware, Gibraltar Steel Corporation (the
"Company") is examining various strategic alternatives in an
effort to enhance shareholder value. In this regard, one
alternative being examined is a sale of the Company in its
entirety. You are important to the success of the business
of the Company and your active involvement during a sale of
the business and a transition period subsequent to such sale
is essential. Accordingly, it is in the best interests of
the Company to have an understanding with you regarding your
continued employment.
Based on the above, the Company will provide, and will
require the party that acquires the Company to provide, you
with the following rights and benefits:
1. Your salary and benefits, both contributory and
non-contributory, will be maintained at levels which are not
less than the levels which are in effect as of September 1,
2000, for a period of six (6) months following the date on
which a "Sale" (as hereinafter defined) occurs (such date
being hereinafter referred to as the "Closing Date"). For
purposes of this letter, a "Sale" will be deemed to occur
upon: (a) the sale (including a transfer occurring as a
result of a tender offer, an exchange offer or the
consummation of a plan of merger or consolidation) of ninety
percent (90%) or more of the Company's issued and
outstanding stock or (b) the sale of all or substantially
all of the Company's assets with the buyer assuming all or
substantially all of its liabilities, to any person or group
(within the meaning of Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended).
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2. If a Sale occurs before the end of the calendar
year 2001, or if, at the end of such calendar year,
negotiations regarding a possible Sale to an identified
prospective purchaser with sufficient financial resources
are taking place and such negotiations result in a Sale
which occurs by March 31, 2002, the Company will pay to you
bonus payments as described herein upon and subject to the
terms and conditions set forth in this letter.
3. If a Sale which satisfies the conditions of
paragraph 2 above occurs, you will, subject to your
compliance with the terms of this letter, be entitled
to receive an amount based upon the per share Sales Price as
set forth in Schedule I annexed hereto (such amount being
hereinafter referred to as the "Stay Bonus").
4. In order to receive any payment as described
herein, you must remain in the Company's active employment
(or, if applicable, in the active employment of the
purchaser or any of its affiliates ("Purchaser")) through
the date that a payment becomes payable as described below.
5. If a Sale which satisfies the conditions of
paragraph 2 above occurs, and you have satisfied the
requirements of paragraph 4, one-half of the amount of the
Stay Bonus will become payable and will be paid to you in
one lump sum on the Closing Date and the remaining one-half
of the Stay Bonus will become payable and will be paid to
you in one lump sum at the end of the six (6) month period
following the Closing Date.
6. If, for any reason, your employment with the
Company or the Purchaser is terminated before any payment as
described in paragraph 5 becomes payable to you, you will
not be entitled to such payment or payments. In addition, if
a Sale does not occur in a manner which satisfies the
conditions set forth in Paragraph 2 above, the Stay Bonus
will not be payable.
7. The fact that the Company has agreed, by the
terms of this letter, to make payments to you as provided
for in this letter, is strictly confidential. As a result,
you are expressly prohibited from disclosing or revealing to
any person or entity, any information regarding the specific
terms of this letter or the existence of the Company's
agreement, as contained in this letter, to make payments to
you which are conditioned, in part, on the occurrence of a
Sale and your continued active employment with the Company
or a Purchaser. If it is determined that you have violated
the provisions of this paragraph 7, you will not be entitled
to receive any payment of the amounts described above in
this letter.
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8. As you know, on July 9, 1998, the Company entered
into an agreement (hereinafter the "Change in Control
Agreement") providing for the payment to you of certain
amounts in the event that your employment with the Company
is terminated under certain specified conditions following a
change in control of the Company (as defined in such Change
in Control Agreement). It is the Company's intent that you
will not be entitled to receive both the second half of the
Stay Bonus as provided for by this letter and the full
amount of the payments provided for by the Change in Control
Agreement. Accordingly, by your execution of this letter as
provided for at the end hereof, you will be deemed to
expressly agree that the Change in Control Agreement will be
deemed and construed to be amended, by this letter (and this
letter will be deemed to constitute an amendment to the
Change in Control Agreement), to provide that, if and to the
extent that you are paid the second half of the Stay Bonus
provided for by this letter, the amount of any payments you
may thereafter become entitled to receive under the terms
of the Change in Control Agreement will be reduced by an
amount equal to the second half of the Stay Bonus provided
for by this letter.
9. Your right to receive the Stay Bonus will only
apply to one Sale. Therefore, you will not have any right to
receive payment of a second Stay Bonus if, after the closing
of the Sale, a sale of all or substantially all the assets
of the Company or a sale of any portion of the issued and
outstanding stock of the Company occurs.
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Thank you for your cooperation and support in exploring
and implementing the strategic alternatives facing our
Company. We believe your continued best efforts will help
ensure a successful endeavor.
Yours truly,
GIBRALTAR STEEL CORPORATION
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇,
Chairman of the Board and Chief
Executive Officer
Agreed to and Acknowledged
this ___ day of October, 2000.
_____________________
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