X0303 4 2009-05-19 0000912562 GIBRALTAR INDUSTRIES, INC. ROCK 0001245786 SADLER ROBERT E JR 3556 LAKE SHORE ROAD P.O. BOX 2028 BUFFALO NY 14219-0228 1 Common Stock (Restricted) 2009-05-19 4 A 0 1000 0 A 10000 D Common Stock 9000 D Restricted Stock Unit (MSPP Match) Common Stock 1629.33 1629.33 D Restricted Stock Unit (MSPP) Common Stock 4184.81 4184.81 D Restricted Stock. Restrictions lapse the earliest to occur of (i) May 19, 2011; (ii) the date the Reporting Person retires from service as a member of the Company's Board of Directors; (iii) the date of the Reporting Person's death; (iv) the date the Reporting Person suffers from a disability; and/or (v) the date a change in control of the Company occurs. Includes 10,000 shares of restricted stock. Represents matching restricted stock units allocated to the Reporting Person pursuant to the Company's Management Stock Purchase Plan to reflect the Reporting Person's deferral of a portion of his annual director retainer fee. Restricted stock units are forfeited if Reporting Person's service as a member of the Company's Board of Directors is terminated prior to age sixty (60). If service as a member of the Company's Board of Directors continues through age sixty (60), restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning in January of the year following the year in which termination of service occurs. Each restricted stock unit is converted to cash in an amount equal to the fair market value (200 day rolling average) of one share of the Company's common stock on the date of termination of the Reporting Person's service as a director of the Company. Represents restricted stock units allocated to Reporting Person pursuant to the Company's Management Stock Purchase Plan reflecting deferred annual director fees. Restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning in January of the year following the year in which termination of service as a member of the Company's Board of Directors occurs. Each restricted stock unit is converted to cash in an amount equal to the fair market value (200 day rolling average) of one share of the Company's common stock on the date of termination of the Reporting Person's service as a director of the Company. sadlerrev2.HTM /s/Paul J. Schulz, Attorney in Fact for Robert E. Sadler, Jr. 2009-05-20