Item 5.02 Departure of Directors or Certain officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Execution of Change in Control Agreements On February 20, 2009, the Company entered into Change in Control Agreements with Kenneth W. Smith, its Senior Vice President and Chief Financial Officer, Paul M. Murray, its Senior Vice President of Human Resources and Organizational Development, and Timothy J. Heasley, its Senior Vice President and Secretary.
The Change in Control Agreements provide that, if a change in control of the Company occurs, the officer would receive a lump sum payment if his employment is terminated without "Cause" or he resigns for "Good Reason" (each, defined in the Change in Control Agreement) within one (1) year following the change in control. The Change in Control Agreement with the Company's Chief Financial Officer provides that the amount which is payable to the Chief Financial Officer upon a termination of his employment is equal to two (2) times his Annual Compensation (as defined in the Change in Control Agreement). The Change in Control Agreements with the Company's Senior Vice President of Human Resources and Organizational Development and its Senior Vice President and Secretary provide that the amount which is payable to the officer upon a termination of his employment is a equal to the officer's Annual Compensation (as defined in the Change in Control Agreement). The three (3) Change in Control Agreements also provide, among other things, that upon the occurrence of a change in control, the officers will be entitled to: (1) accelerated vesting of certain equity compensation awards, (2) accelerated vesting and payment of deferred compensation, and (3) accelerated receipt of shares of common stock of the Company equal to the number of shares of common stock of the Company the officer is eligible to receive under any long term incentive compensation plan previously adopted by the Company, even though at the time the change in control of the Company occurs the additional shares of common stock of the Company may not have been earned by him.
The foregoing description of the Change in Control Agreements the Company entered into on February 20, 2009, is qualified in its entirety by reference to the terms and conditions of those Change in Control Agreements, copies of which are filed as Exhibits 10.3, 10.4 and 10.5 hereto and incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Gibraltar Industries, Inc. Summary Description of Management Incentive Compensation Plan.

10.2 Gibraltar Deferred Compensation Plan as Amended and Restated Effective January 1, 2009.

10.3 Change in Control Agreement between the Company and Kenneth W. Smith dated February 20, 2009.

10.4 Change in Control Agreement between the Company and Timothy J.

Heasley dated February 20, 2009.

10.5 Change in Control Agreement between the Company and Paul M. Murray dated February 20, 2009.

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