EX-10.4 3 exhibit104correspondenceda.htm EX-10.4
Exhibit 10.4
October 13, 2020
Katie Bolanowski
Dear Katie:
As follow-up to your discussion with Cherri Syvrud on Frid ay, we are pleased to extend to you an offer of emp loy ment for the position of General Counse l based out of our Hinsdale, Illinoi s office, reporting to me, with an anticipated start date of Monday, November 16, 2020.
Following is a summary of your eligible compensation and benefits for this position:
Annual Base Salary: $350,000 per year, to be paid in substantia lly equal bi-weekly payments, less app li cable taxes.
Target Annual Performance Bonus (MICP): Annual cash incentive will be targeted at thirty percent (30%) of your Annual Base Salary (Annual Value at Target: $105,000), pro-rated for 2020 based upon your hire date, and is based upon the achievement of financial targets estab lished by the Compensat ion Committee.
Equity Awards (RSU & PSU Plan s): In addition to Annual Base Salary and MICP, you will receive annual equ ity-based incentive compensation as follows:
•RSUs: Beginning in 2021, you will receive Restricted Stock Units having an aggregate value equal to twenty-five percent (25%) of your an nu a l base salary (Annual Value: $87,500), which will vest at an annual rate of 25% per year. Restricted stock units are settled in shares of the Company's common stock upon vesting
•PSUs: Beginning in 2021, you will receive Performance Share Units which, assuming ach iev ement of Gibraltar's targeted ROIC, will have an aggregate value equal to forty percent (40%) of your annual base salary (Annual Value at Target: $140,000). Performance unit awards are sett l ed in shares of the Company's common stock three years from grant date.
Executive Benefit Plan (MSPP): You will be e ligibl e to participate in t he Company's Management Stock Purchase Plan (MSPP) which permits you to defer of up to 25% of your annua l base sa lary and up to 100% of ann u al performance bonus (MICP) sub ject to eligibility and enrollme nt provisions of the Plan, with company match percentages awarded for each component. Amounts deferred are treated as though they have been invested in a menu of funds which are simi l ar to the inv estments available to participants in the Company's 401k plan. The RSUs reflecting the Company match vest after five years of plan eligibility serv i ce.
Vacation: You will be eligible for four (4) weeks of vacation annually, pro-rated for 2020. Vacation time must be sc h edu l ed and used w ithin the calendar year and cannot be carr i ed forward if not used in t h e year in which it i s earned.
Gibraltar Benefit Plans: A benefits Summary i s attac he d o utlin ing Gi b raltar's benefit programs. A ll benefits, with the exception of the 401(k) P l an, begin the first of the month following 30 days of em pl oyment. You can begin participating in the 401(k) Plan following s i x months of emp l oyment.
Other Executive Programs: Eligib ilit y is based upon s imil ar ly s i tuated corporate em p loyees and subject to the terms of the applicable program or p l an documents as amended from t im e to time, including the fo ll ow in g:
•T ax & Personal Investment Consult in g: An annual benefi t of up to $5,000 for persona l tax and investme nt advice will be r e im bursed upon submission of el i g i b l e receipts to Corporate HR.
•Executive Health Reimbursement P l an: Eligib l e for $5,000 reimbursement an n ua ll y to cover all medica l expenses includ in g, but not limited to, deductibles, co-shares and prescription costs.
With respect to termination:
•Should the Company terminate your employment dur i ng the first twe l ve (12) mo nt hs of your emp l oyment, you wi ll be ent it led to twelve (12) months' salary.

•Notwithstanding anyt hin g to t h e contra r y contained in this Agreeme n t, the Company may terminate the Emp l oyee's emp l oyment wit h o ut notice to the Employee in the event of willful or intentional infliction of substant i a l in jury up on the Company, embezzleme n t, dishonesty, fraud or acts of criminal natu re invo lvin g Emp l oyee's employment, a n d in such case, severance will not be paid.
This offe r is conti n gent upon sat i sfactor ily completing the normal hiring process (i.e. drug screen and background checks).
Katie, we sincerely believe this represents an outstanding opportunity for you and Gibraltar. We appreciate your thoughtful considerat i on of th i s offer. If the above terms and conditio n s of employment in this letter are acceptable to you, ple ase sign th i s l etter below and return it to me. I n add i t i on, if you have any quest i ons, p l ease fee l free to contact me o r Cherri Syvrud, SVP HR & OD.
S in cerely,
/s/ William T. Bosway
William T. Bosway
President & C h ief Execut i ve Officer
The above describes terms and conditions of employme n t are hereby accepted and agreed to this 19th day of October, 2020.
/s/ Katie Bolanowski
Katie Bolanowsk i