X0306 4 2015-05-07 0000912562 GIBRALTAR INDUSTRIES, INC. ROCK 0001204034 KHILNANI VINOD M 3556 LAKE SHORE ROAD P.O. BOX 2028 BUFFALO NY 14219-0228 1 Common Stock (Restricted) 2015-05-07 4 A 0 2936.0000 17.7100 A 2936.0000 D Restricted Stock Unit (MSPP Match Post-2012) Common Stock 2240.1200 2240.1200 D Restricted Stock Unit (MSPP Post-2012) Common Stock 2877.8800 2877.8800 D Restrictions lapse on the earlier of (i) the date the Reporting Person no longer serves on the Board of Directors, provided that the Reporting Person has served as a member of the Board of Directors for at least one year following following the grant of restricted stock; (ii) the date of the Reporting Person's death; (iii) the date the Reporting Person suffers from disability; (iv) the date a change in control of the Company occurs; and/or (v) 3 years following the grant date. Represents matching restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of his annual retainer fee pursuant to the Company's Management Stock Purchase Plan. Restricted stock units are forfeited if Reporting Person's service as a director of the Company is terminated prior to age sixty (60). If service as a director continues through age sixty (60), restricted stock units are payable solely in cash in one lump sum payment or in five (5) or ten (10) consecutive, substantially equal annual installments, whichever distribution form is elected by the Reporting Person, beginning six (6) months following termination of service. 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 the Reporting Person after 2012 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 payable solely in cash in one lump sum payment or in five (5) or ten (10) consecutive, substantially equal annual installments, whichever distribution form is elected by the Reporting Person, beginning six (6) months following termination of service as a director of the Company. 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. khilnanipoa.txt /s/Paul J. Schulz, Attorney in Fact for Vinod M. Khilnani 2015-05-11