Stock-Only Stock Appreciation Rights Award Agreement – Vulcan Materials Co.

1.

Definitions. As used in this Award
Agreement the following terms shall have the meanings as follows:

(a)

“Award Agreement” means this Stock-Only Stock Appreciation Rights Award
Agreement.

(b)

“Company” means Vulcan Materials Company, a New Jersey corporation.

(c)

“Committee” means the Compensation Committee of the Board of Directors.

(d)

“Disability” means Permanent and Total Disability whereby the Participant is
entitled to long-term disability benefits under the applicable group long-term
disability plan of the Company or a subsidiary, or, to the extent not eligible
to participate in any Company-sponsored plan, under the guidelines of the Social
Security Administration.

(e)

“Exercise Price” means the Fair Market Value of a Share on the Grant Date.

(f)

“Fair Market Value” or “FMV” means the closing stock price for a Share as
reported on a national securities exchange if the Shares are then being traded
on such an exchange or as determined by the Committee if Shares are not so
traded.

(g)

“Grant Date” means the date of this Award Agreement.

(h)

“Participant” means the name of the employee of the Company or its
subsidiaries or affiliates.

(i)

“Plan” means the Vulcan Materials Company 2006 Omnibus Long-Term Incentive
Plan, as amended, or any successor plan, as amended.

(j)

“Share” means a share of Common Stock, par value $1.00 per share, of the
Company.

(k)

“Stock-Only Stock Appreciation Right” or “SOSAR” means the right granted to
the Participant by the Company to receive Shares having a Fair Market Value
equal to the excess, if any, of the Fair Market Value of a Share on the date of
exercise over the Exercise Price for each such right granted.

2.

Grant and Term of the SOSARs

(a)

Grant. The Participant is awarded the number
of SOSARS identified through the electronic, on-line grant acceptance process.

(b)

Term. The SOSARs shall terminate and may no longer be
exercised on the first to occur of (i) the date ten (10) years after the Grant
Date or (ii) the last date for exercising a SOSAR following termination of the
Participant’s employment with the Company as described in Section 4.

3.

Exercise of a SOSAR.

(a)

Vesting and Right to Exercise. Except as otherwise provided in Section
4, and subject to the Committee153s discretion set forth in Section 6, the SOSARs
shall vest and become exercisable in installments as follows:

On December 31, 2011, 40% shall vest and become exercisable. The remaining
60% shall vest and become exercisable at the rate of 1/35^th each
month beginning on January 9, 2012. The final vesting date shall be November 9,
2014.

(b)

Vesting of Partial Shares. In the event that the vesting schedule set
forth above yields a fractional number of SOSARs, the number of SOSARs subject
to vesting in any given installment shall be rounded down to the nearest whole
number of SOSARs.

(c)

Method of Exercise. SOSARs may be exercised by written notice to the
Company which must state the Participant’s election to exercise the SOSARs, the
number of SOSARs being exercised and such other representations and agreements
with respect to such SOSARs as may be required pursuant to the provisions of
this Award Agreement and the Plan. The written notice must be signed by the
Participant and must be delivered to the person designated by the Committee as
the Stock Administrator prior to the termination of the SOSARs as set forth in
Section 2.

(d)

Delivery of Shares. Upon the exercise of a SOSAR, the Company shall
issue or deliver to the Participant certificates for the number of Shares the
Participant is entitled to receive under the terms of this Award Agreement as
soon as practicable; and, when possible, in the same calendar year.

(e)

Withholding. The Company shall withhold Shares having a Fair Market
Value on the date the tax is to be determined equal to the minimum statutory
amount for federal, state, local, and employment taxes (“Total Tax”) which could
be withheld on the transaction, unless the Participant remits to the Company the
Total Tax required with respect to any taxable event arising as a result of this
Award Agreement.

4.

Termination of Employment.

(a)

Disability. Upon determination of Disability, as defined in Section
1(d), the SOSARs outstanding as of the date of such disability shall be deemed
to be fully vested and immediately exercisable. The term of the SOSARs will
remain as defined in Section 2.

(b)

Death. Upon the death of a Participant, the SOSARs outstanding as of
the date of death shall be deemed to be fully vested and immediately
exercisable, and may be exercised by the Participant’s legal representatives at
any time until the first to occur of (i) the date that is one year after the
Participant’s death or (ii) the date on which the SOSARs expire according to
their term.

(c)

Other Termination. Upon voluntary termination prior to age 55, or upon
involuntary termination for reasons other than death, Disability, or cause as
determined under Section 4(d), the Participant may exercise vested SOSARs until
the first to occur of (i) the date that is 30 days after the Participant’s
termination or (ii) the date on which the SOSARs expire according to their term.
The unvested SOSARs on the date of termination shall be forfeited.

(d)

Termination for Cause. If a Participant153s employment is terminated for
cause, the SOSARs outstanding will immediately terminate and may not be
exercised to any extent by the Participant, even with respect to vested SOSARs.
The Committee shall have complete discretion to determine whether a Participant
has been terminated for cause. The Committee’s determination shall be final and
binding on all persons for purposes of the Plan and this Award Agreement.

(e)

Change in Control of the Company. Upon a Change in Control of the
Company, as defined in the Vulcan Materials Company Change in Control Severance
Plan or any successor plan, the SOSARs granted under this Award Agreement will
be deemed to be fully vested and immediately exercisable by the Participant. The
term of the SOSARs set forth in Section 2 shall not be affected by a Change in
Control of the Company.

5.

Section 16(b) Participants. Any Participant subject
to Section 16(b) reporting shall be governed by same with respect to the
exercise of SOSARs.

6.

Committee Discretion. The Committee may, in its
sole discretion, amend this Award Agreement to the extent necessary to comply
with any statute, regulation, or other administrative guidance. Notwithstanding
any other provision of the Plan or this Award Agreement, the Committee may amend
the Plan or this Award Agreement to the extent permitted by their terms and
accelerate vesting for the events described in Section 4(a) and 4(b) extend the
exercise periods for the events described in Sections 4(b) and 4(c), as long as
the exercise period does not extend beyond the SOSAR term set forth in Section
2. The Committee shall not make any amendment pursuant to this Section 6 that
would cause this Award Agreement, if it is subject to or becomes subject to
Section 409A of the Internal Revenue Code, to fail to satisfy the requirements
of such Section 409A.

7.

Entire Agreement; Amendment. This Award Agreement,
The Memorandum, and the Plan are incorporated herewith and represent the entire
understanding and agreement between the Company and the Participant, and shall
supersede any prior agreement and understanding between the parties. Except as
provided in Section 6 of this Agreement and subject to any Plan provision, this
Award may not be amended or modified except by a written instrument executed by
the parties hereto.

8.

Non-Solicitation. In consideration for this
Agreement and notwithstanding any other provision in this Agreement, the
Participant agrees to comply with the non-solicitation covenants set forth below
(except where not applicable due to some state laws):

(a)

Non-Solicitation of Customers. The Participant acknowledges that while
employed by the Company, the Participant will occupy a position of trust and
confidence and will acquire confidential information about the Company, its
subsidiaries and affiliates, and their clients and customers that is not
disclosed by the Company or any of its subsidiaries or affiliates in the
ordinary course of business, including trade secrets, data, formulae,
information concerning customers and other information which is of value to the
Company because it is not generally known. The Participant agrees that during
the period of employment with the Company and for a period of two years after
the date of termination of employment with the Company, regardless of the reason
for termination, the Participant will not, either individually or as an officer,
director, stockholder, member, partner, agent, consultant or principal of
another business firm, directly or indirectly solicit any customer of the
Company or of its affiliates or subsidiaries.

(b)

Non-Solicitation of Employees. The Participant recognizes that while
employed by the Company, the Participant will possess confidential information
about other employees of the Company and its subsidiaries or affiliates relating
to their education, experience, skills, abilities, compensation and benefits,
and inter-personal relationships with suppliers to and customers of the Company
and its subsidiaries or affiliates. The Participant recognizes that this
information is not generally known, is of substantial value to the Company and
its subsidiaries or affiliates in developing their respective businesses and in
securing and retaining customers, and will be acquired by the Participant
because of the Participant153s business position with the Company. The Participant
agrees that during the period of employment with the Company and for two years
after the date of termination of employment with the Company, regardless of the
reason for termination, the Participant will not, directly or indirectly,
solicit or recruit any employee of the Company or any of its subsidiaries or
affiliates for the purpose of being employed by the Participant or by any
business, individual, partnership, firm, corporation or other entity on whose
behalf the Participant is acting as an agent, representative or employee and
that the Participant will not convey any such confidential information or trade
secrets about other employees of the Company or any of its subsidiaries or
affiliates to any other person except within the scope of the Participant153s
duties as an employee of the Company.

(c)

Remedies. If any dispute arises concerning the violation by the
Participant of the covenants described in this Section, an injunction may be
issued restraining such violation pending the determination of such controversy,
and no bond or other security shall be required in connection therewith. If the
Participant violates any of the obligations in this Section, this Award
Agreement will terminate, if it is outstanding, and, in addition, the Company
will be entitled to any appropriate relief, including money damages, equitable
relief, and attorneys153 fees.