exv10w3






Exhibit 10.3




EAGLE MATERIALS INC.

INCENTIVE PLAN




     1. Plan. This Eagle Materials Inc. Incentive Plan (the “Plan”) constitutes an
amendment and restatement in its entirety of the Centex Construction Products, Inc. Incentive Plan
originally effective January 8, 2004, as thereafter amended (the “Existing Plan”). The Existing
Plan was a combined amendment and restatement of the Centex Construction Products, Inc. Amended and
Restated Stock Option Plan and the Centex Construction Products, Inc. 2000 Stock Option Plan (the
“Prior Plans”) which were adopted by the Corporation to reward certain key Employees of the
Corporation and its Affiliates and Nonemployee Directors of the Corporation by enabling them to
acquire shares of Common Stock of the Corporation. The number of shares referenced throughout the
Plan has been adjusted, effective on the 24th day of February, 2006, to reflect the Corporation’s
3-for-1 stock split in the form of a 200% stock dividend that was payable to the Corporation’s
shareholders on February 24, 2006. The Plan has also been amended to reflect the reclassification
of the Corporation’s Class A and Class B common stock into a single new class of Common Stock as
approved by the Corporation’s shareholders on April 11, 2006.



     2. Objectives. The purpose of this Plan is to further the interests of the
Corporation and its shareholders by providing incentives in the form of Awards to key Employees and
Nonemployee Directors who can contribute materially to the success and profitability of the
Corporation and its Affiliates. Such Awards will recognize and reward outstanding performances and
individual contributions and give Participants in the Plan an interest in the Corporation parallel
to that of the shareholders, thus enhancing the proprietary and personal interest of such
Participants in the Corporation’s continued success and progress. This Plan will also enable the
Corporation and its Affiliates to attract and retain such Employees and Nonemployee Directors.



     3. Definitions. As used herein, the terms set forth below shall have the following
respective meanings:



          “Affiliate” means a Subsidiary or Joint Venture.



          “Authorized Officer” means the Chief Executive Officer of the Corporation (or any other senior
officer of the Corporation to whom he or she shall delegate the authority to execute any Award
Agreement, where applicable).



          “Award” means an Employee Award or a Director Award.



          “Award Agreement” means a written agreement setting forth the terms, conditions and
limitations applicable to an Award, to the extent the Committee determines such agreement is
necessary.



          “Board” means the Board of Directors of the Corporation.



          “Cash Award” means an award denominated in cash.



          “Code” means the Internal Revenue Code of 1986, as amended from time to time.



          “Committee” means the independent Compensation Committee of the Board as is designated by the
Board to administer the Plan.



 









 





          “Common Stock” means the Common Stock, par value $.01 per share, of Eagle Materials Inc.



          “Corporation” means Eagle Materials Inc., a Delaware corporation, formerly known as Centex
Construction Products, Inc., or any successor thereto.



          “Director” means an individual who is a member of the Board.



          “Director Award” means any Nonqualified Options or Stock Award granted, whether singly, in
combination or in tandem, to a Participant who is a Nonemployee Director pursuant to such
applicable terms, conditions and limitations as the Committee may establish in order to fulfill the
objectives of the Plan.



          “Disability” means a disability that renders the Participant unable to engage in any
occupation in accordance with the terms of the Long Term Disability Plan of Eagle Materials Inc.



          “Dividend Equivalents” means, with respect to Stock Units or shares of Restricted Stock that
are to be issued at the end of the Restriction Period, an amount equal to all dividends and other
distributions (or the economic equivalent thereof) that are payable to stockholders of record
during the Restriction Period on a like number of shares of Common Stock.



          “Employee” means an employee of the Corporation or any of its Affiliates and an individual who
has agreed to become an Employee of the Corporation or any of its Affiliates and actually becomes
such an Employee within the following six months.



          “Employee Award” means any Option, SAR, Stock Award, Cash Award, or Performance Award granted,
whether singly, in combination or in tandem, to a Participant who is an Employee pursuant to such
applicable terms, conditions and limitations (including treatment as a Performance Award) as the
Committee may establish in order to fulfill the objectives of the Plan.



          “Employee Director” means an individual serving as a member of the Board who is an Employee of
the Corporation or any of its Affiliates.



          “Equity Award” means any Option, SAR, Stock Award, or Performance Award (other than a
Performance Award denominated in cash) granted to a Participant under the Plan.



          “Exchange Act” means the Securities Exchange Act of 1934, as amended.



          “Fair Market Value” of a share of Common Stock means, as of a particular date, (i) (A) if
Common Stock is listed on a national securities exchange, the mean between the highest and lowest
sales price per share of the Common Stock on the consolidated transaction reporting system for the
principal national securities exchange on which shares of Common Stock are listed on that date, or,
if there shall have been no such sale so reported on that date, on the last preceding date on which
such a sale was so reported, or, at the discretion of the Committee, the price prevailing on the
exchange at the time of exercise, (B) the mean between the highest and lowest sales price per share
of such Common Stock reported on the consolidated transaction reporting system for The Nasdaq Stock
Market, Inc. or, if there shall have been no such sale so reported on that date, on the last
preceding date on which such a sale was reported, (C) if Common Stock is not so listed or quoted,
the mean between the closing bid and asked price on that date, or, if there are no quotations
available for such date, on the last preceding date on which such quotations shall be available, as
reported by The Nasdaq Stock Market, Inc., or, if not reported by The Nasdaq Stock Market, Inc., by
the National Quotation Bureau Incorporated or (D) if



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Common Stock is not publicly traded, the most recent value determined by an independent
appraiser appointed by the Corporation for such purpose, or (ii) if applicable, the price per share
as determined in accordance with the procedures of a third party administrator retained by the
Corporation to administer the Plan.



          “Grant Date” means the date an Award is granted to a Participant pursuant to the Plan. The
Grant Date for a substituted award is the Grant Date of the original award.



          “Grant Price” means the price at which a Participant may exercise his or her right to receive
cash or Common Stock, as applicable, under the terms of an Award.



          “Incentive Stock Option” means an Option that is intended to comply with the requirements set
forth in Section 422 of the Code.



          “Joint Venture” means any joint venture or partnership in which the Corporation has at least
50% ownership, voting, capital or profit interests (in whatever form) and which is a subsidiary of
the Corporation within the meaning of the Securities Act of 1933, as amended.



          “Non-Employee Director” means an individual serving as a member of the Board who is not an
Employee of the Corporation or any of its Affiliates.



          “Non-Qualified Stock Option” means an Option that is not an Incentive Stock Option.



          “Option” means a right to purchase a specified number of shares of Common Stock at a specified
Grant Price, which may be an Incentive Stock Option or a Nonqualified Stock Option.



          “Participant” means an Employee or Nonemployee Director to whom an Award has been granted
under this Plan.



          “Performance Award” means an Award made pursuant to this Plan that is subject to the
attainment in the future of one or more Performance Goals.



          “Performance Goal” means a standard established by the Committee, to determine in whole or in
part whether a Qualified Performance Award shall be earned.



          “Qualified Performance Award” means a Performance Award made to a Participant who is an
Employee that is intended to qualify as qualified performance-based compensation under Section
162(m) of the Code, as described in Section 8(a)(v)(B) of the Plan.



          “Restricted Stock” means Common Stock that is restricted or subject to forfeiture provisions.



          “Restriction Period” means a period of time beginning as of the Grant Date of an Award of
Restricted Stock and ending as of the date upon which the Common Stock subject to such Award is no
longer restricted or subject to forfeiture provisions.



          “Stock Appreciation Right” or “SAR” means a right to receive a payment, in cash, Common Stock
or a combination of cash and Common Stock, equal to the excess of the Fair Market Value or other
specified valuation of a specified number of shares of Common Stock on the date the right is
exercised over a specified Grant Price, in each case, as determined by the Committee.



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          “Stock Award” means an Award in the form of shares of Common Stock or Stock Units, including
an award of Restricted Stock.



          “Stock Unit” means a unit evidencing the right to receive in specified circumstances one share
of Common Stock (as determined by the Committee) granted to either an Employee or a Nonemployee
Director.



          “Subsidiary” means any corporation, partnership, limited liability company or other business
venture or entity of which the Corporation directly or indirectly owns 50% or more of the ownership
interest in such entity, as determined by the Committee in its sole and absolute discretion (such
determination by the Committee to be conclusively established by the grant of an Award by the
Committee to an officer or employee of such an entity).



     4. Eligibility.




	 	(a)	 	Employees. Employees eligible for the grant of Employee Awards
under this Plan are those Employee Directors and Employees who hold positions of
responsibility and whose performance, in the judgment of the Committee, can have
a significant effect on the success of the Corporation and its Affiliates.
	 
	 	(b)	 	Directors. Members of the Board eligible for the grant of
Director Awards under this Plan are those who are Nonemployee Directors.





     5. Common Stock Available for Awards. Subject to the provisions of paragraph 16
hereof, there shall be available for Awards under this Plan granted or payable wholly or partly in
Common Stock (including rights or Options that may be exercised for or settled in Common Stock) an
aggregate of 4,484,634 shares of Common Stock as of the close of business on April 11, 2006. This
number of shares of Common Stock represents the number of shares of Common Stock originally
approved by the shareholders on January 8, 2004 (1,685,954 less the number of shares issued
pursuant to outstanding Awards after the date of Board approval of the Plan and before shareholder
approval of the Plan), as adjusted to reflect: (i) the special cash dividend of $6.00 per share
paid on January 30, 2004; (ii) the 3-for-1 stock split in the form of a stock dividend paid on
February 25, 2006; and (iii) the number of shares issued on or after January 8, 2004 through April
11, 2006 under the terms of any Awards made under the Plan or Prior Plans. All of the shares
authorized for issuance may be issued pursuant to Incentive Options, Nonqualified Stock Options or
any combination thereof. All shares are available for issuance pursuant to Stock Awards (including
Stock Awards that are granted as Performance Awards).



          The number of shares of Common Stock that are the subject of Awards under this Plan that are
forfeited or terminated, expire unexercised, are settled in cash in lieu of Common Stock or
otherwise in a manner such that all or some of the shares covered by an Award are not issued to a
Participant or are exchanged for Awards that do not involve Common Stock, shall not be counted
against the aggregate plan maximum or any sublimit set forth above and shall again immediately
become available for Awards hereunder. If the tax withholding obligation resulting from the
settlement of any Award is satisfied by withholding shares of Common Stock, only the number of
shares of Common Stock issued net of the shares of Common Stock withheld shall be deemed delivered
for purposes of determining usage of shares against the maximum number of shares of Common Stock
available for delivery under the Plan or any sublimit set forth above. Shares of Common Stock
delivered under the Plan as an Award or in settlement of an Award issued or made (a) upon the
assumption, substitution, conversion or replacement of outstanding awards under a plan or
arrangement of an entity acquired in a merger or other acquisition or (b) as a post-transaction
grant under such a plan or arrangement of an acquired



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entity shall not reduce or be counted against the maximum number of shares of Common Stock
available for delivery under the Plan, to the extent that the exemption for transactions in
connection with mergers acquisitions from the shareholder approval requirements of the New York
Stock Exchange for equity compensation plans applies. The Committee may from time to time adopt
and observe such rules and procedures concerning the counting of shares against the Plan maximum or
any sublimit as it may deem appropriate, including rules more restrictive than those set forth
above to the extent necessary to satisfy the requirements of any national stock exchange on which
the Common Stock is listed or any applicable regulatory requirement. The Board and the appropriate
officers of the Corporation are authorized to take from time to time whatever actions are
necessary, and to file any required documents with governmental authorities, stock exchanges and
transaction reporting systems to ensure that shares of Common Stock are available for issuance
pursuant to Awards.



     6. Administration.




	 	(a)	 	This Plan shall be administered by the Committee except as
otherwise provided herein.
	 
	 	(b)	 	Subject to the provisions hereof, the Committee shall have full
and exclusive power and authority to administer this Plan and to take all
actions that are specifically contemplated hereby or are necessary or
appropriate in connection with the administration hereof. The Committee shall
also have full and exclusive power to interpret this Plan and to adopt such
rules, regulations and guidelines for carrying out this Plan as it may deem
necessary or proper, all of which powers shall be exercised in the best
interests of the Corporation and in keeping with the objectives of this Plan.
The Committee may, in its discretion, provide for the extension of the
exercisability of an Award, accelerate the vesting or exercisability of an
Award, eliminate or make less restrictive any restrictions applicable to an
Award, waive any restriction or other provision of this Plan (insofar as such
provision relates to Awards) or an Award or otherwise amend or modify an Award
in any manner that is either (i) not adverse to the Participant to whom such
Award was granted or (ii) consented to by such Participant. Notwithstanding
anything herein to the contrary, without the prior approval of the Corporation’s
stockholders, Options issued under the Plan will not be repriced, replaced or
regranted through cancellation or by decreasing the exercise price of a
previously granted Option. The Committee may make an Award to an individual who
it expects to become an Employee of the Corporation or any of its Affiliates
within the next six months, with such award being subject to the individual’s
actually becoming an Employee within such time period, and subject to such other
terms and conditions as may be established by the Committee. The Committee may
correct any defect or supply any omission or reconcile any inconsistency in this
Plan or in any Award in the manner and to the extent the Committee deems
necessary or desirable to further the Plan purposes. Any decision of the
Committee, with respect to Awards, in the interpretation and administration of
this Plan shall lie within its sole and absolute discretion and shall be final,
conclusive and binding on all parties concerned.
	 
	 	(c)	 	No member of the Committee or officer of the Corporation to whom
the Committee has delegated authority in accordance with the provisions of
paragraph 7 of this Plan shall be liable for anything done or omitted to be done
by him or her, by any member of the Committee or by any officer of the
Corporation in




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	 	 	 	connection with the performance of any duties under this Plan, except for his
or her own willful misconduct or as expressly provided by statute.





     7. Delegation of Authority. Following the authorization of a pool of cash or shares
of Common Stock to be available for Awards, the Committee may authorize the Chief Executive Officer
of the Corporation or a committee consisting solely of members of the Board to grant individual
Employee Awards from such pool pursuant to such conditions or limitations as the Committee may
establish. The Committee may also delegate to the Chief Executive Officer and to other executive
officers of the Corporation its administrative duties under this Plan (excluding its granting
authority) pursuant to such conditions or limitations as the Committee may establish. The
Committee may engage or authorize the engagement of a third party administrator to carry out
administrative functions under the Plan.



     8. Awards.




	 	(a)	 	The Committee shall determine the type or types of Awards to be
made under this Plan and shall designate from time to time the Participants who
are to be the recipients of such Awards. Each Award may, in the discretion of
the Committee, be embodied in an Award Agreement, which shall contain such
terms, conditions and limitations as shall be determined by the Committee in its
sole discretion and, if required by the Committee, shall be signed by the
Participant to whom the Award is granted and by an Authorized Officer for and on
behalf of the Corporation. Awards may consist of those listed in this paragraph
8(a) and may be granted singly, in combination or in tandem. Awards may also be
granted in combination or in tandem with, in replacement of (subject to
paragraph 14), or as alternatives to, grants or rights under this Plan or any
other plan of the Corporation or any of its Affiliates, including the plan of
any acquired entity. An Award may provide for the grant or issuance of
additional, replacement or alternative Awards upon the occurrence of specified
events. All or part of an Award may be subject to conditions established by the
Committee, which may include, but are not limited to, continuous service with
the Corporation and its Affiliates, achievement of specific business objectives,
increases in specified indices, attainment of specified growth rates, as
referenced in clause (v) below, and other comparable measurements of
performance. Upon the termination of employment by a Participant who is an
Employee, any unexercised, deferred, unvested or unpaid Employee Awards shall be
treated as set forth in the applicable Award Agreement or as otherwise specified
by the Committee.






	 	(i)	 	Option. An Employee Award or Director
Award may be in the form of an Option; provided that Options granted as
Director Awards are not Incentive Stock Options. The Grant Price of an
Option shall be not less than the Fair Market Value of Common Stock
subject to such Option on the Grant Date. Notwithstanding anything
contrary contained in this Plan, in no event shall the term of the Option
extend more than ten (10) years after the Grant Date. Options may not
include provisions that “reload” the option upon exercise. Subject to
the foregoing provisions, the terms, conditions and limitations
applicable to any Options awarded to Participants pursuant to this Plan,
including the Grant Price, the term of the Options, the number of shares
subject to the Option and the date or dates upon which they become
exercisable, shall be determined by the Committee.




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	 	(ii)	 	Stock Appreciation Rights. An Employee
Award may be in the form of an SAR. On the Grant Date, the Grant Price
of an SAR shall be not less than the Fair Market Value of Common Stock
subject to such SAR. The holder of a tandem SAR may elect to exercise
either the option or the SAR, but not both. The exercise period for an
SAR shall extend no more than 10 years after the Grant Date. Subject to
the foregoing provisions, the terms, conditions and limitations
applicable to any SARs awarded pursuant to this Plan, including the Grant
Price, the term of any SARs and the date or dates upon which they become
exercisable, shall be determined by the Committee.
	 
	 	(iii)	 	Stock Award. An Employee Award or
Director Award may be in the form of a Stock Award. The terms,
conditions and limitations applicable to any Stock Awards granted to
Participants pursuant to this Plan shall be determined by the Committee;
provided that any Stock Award granted as an Employee Award which is not a
Performance Award shall have a minimum Restriction Period of three years
from the Grant Date, provided that (i) the Committee may provide for
earlier vesting upon the occurrence of certain events as set forth in the
applicable Award Agreement or as otherwise specified by the Committee,
(ii) such three-year minimum Restriction Period shall not apply to a
Stock Award that is granted in lieu of salary or bonus, and (iii) vesting
of a Stock Award may occur incrementally over the three-year minimum
Restricted Period.
	 
	 	(iv)	 	Cash Award. An Employee Award may be in
the form of a Cash Award. The terms, conditions and limitations
applicable to any Cash Awards granted pursuant to this Plan shall be
determined by the Committee.
	 
	 	(v)	 	Performance Award. Without limiting the
type or number of Employee Awards or Director Awards that may be made
under the other provisions of this Plan, an Employee Award or Director
Award may be in the form of a Performance Award. The terms, conditions
and limitations applicable to any Performance Awards granted to
Participants pursuant to this Plan shall be determined by the Committee;
provided that any Stock Award granted as an Employee Award which is a
Performance Award shall have a minimum Restriction Period of one year
from the Grant Date, provided that the Committee may provide for earlier
vesting upon the occurrence of certain events as set forth in the
applicable Award Agreement or as otherwise specified by the Committee.
The Committee shall set Performance Goals in its discretion which,
depending on the extent to which they are met, will determine the value
and/or amount of Performance Awards that will be paid out to the
Participant and/or the portion of an Award that may be exercised.






	 	(A)	 	Nonqualified Performance
Awards. Performance Awards granted to Employees or Directors
that are not intended to qualify as qualified performance-based
compensation under Section 162(m) of the Code shall be based on
achievement of such goals and be subject to such terms,
conditions and restrictions as the Committee or its delegate
shall determine.




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	 	(B)	 	Qualified Performance Awards.
Performance Awards granted to Employees under the Plan that are
intended to qualify as qualified performance-based compensation
under Section 162(m) of the Code shall be paid, vested or
otherwise deliverable solely on account of the attainment of
one or more pre-established, objective Performance Goals
established by the Committee prior to the earlier to occur of
(x) 90 days after the commencement of the period of service to
which the Performance Goal relates and (y) the lapse of 25% of
the period of service (as scheduled in good faith at the time
the goal is established), and in any event while the outcome is
substantially uncertain. A Performance Goal is objective if a
third party having knowledge of the relevant facts could
determine whether the goal is met. Such a Performance Goal may
be based on one or more business criteria that apply to the
Employee, one or more business units, divisions, or sectors of
the Corporation, or the Corporation as a whole, and if so
desired by the Committee, by comparison with a peer group of
companies. A Performance Goal may include one or more of the
following: Stock price measures (including but not limited to
growth measures and total shareholder return); Earnings per
share (actual or targeted growth); Earnings before interest,
taxes, depreciation, and amortization (“EBITDA”); Economic
value added (“EVA”); Net income measures (including but not
limited to income after capital costs and income before or
after taxes); Operating income; Cash flow measures; Return
measures (including but not limited to return on average
assets, risk-adjusted return on capital, and return on average
equity); Operating measures (including sales volumes,
production volumes and production efficiency); Expense measures
(including but not limited to overhead cost and general and
administrative expense); Margins; and corporate values measures
(including ethics compliance, environmental, and safety).
	 
	 	 	 	Unless otherwise stated, such a Performance Goal need not be
based upon an increase or positive result under a particular
business criterion and could include, for example, maintaining
the status quo or limiting economic losses (measured, in each
case, by reference to specific business criteria). In
interpreting Plan provisions applicable to Performance Goals and
Qualified Performance Awards, it is the intent of the Plan to
conform with the standards of Section 162(m) of the Code and
Treasury Regulation §1.162-27(e)(2)(i), as to grants to those
Employees whose compensation is, or is likely to be, subject to
Section 162(m) of the Code, and the Committee in establishing
such goals and interpreting the Plan shall be guided by such
provisions. Prior to the payment of any compensation based on
the achievement of Performance Goals, the Committee must certify
in writing that applicable Performance Goals and any of the
material terms thereof were, in fact, satisfied. Subject to the
foregoing provisions,





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	 	 	 	the terms, conditions and limitations applicable to any
Qualified Performance Awards made pursuant to this Plan shall be
determined by the Committee.






	 	(b)	 	Notwithstanding anything to the contrary contained in this Plan,
the following limitations shall apply to any Employee Awards made hereunder:






	 	(i)	 	no Participant may be granted, during any fiscal
year, Employee Awards consisting of Options or SARs (including Options or
SARs that are granted as Performance Awards) that are exercisable for
more than 600,000 shares of Common Stock;
	 
	 	(ii)	 	no Participant may be granted, during any fiscal
year, Employee Awards consisting of Stock Awards (including Stock Awards
that are granted as Performance Awards) covering or relating to more than
300,000 shares of Common Stock (the limitation set forth in this clause
(ii), together with the limitation set forth in clause (i) above and
(c)(i) and (ii) below, being hereinafter collectively referred to as the
“Stock Based Awards Limitations”); and
	 
	 	(iii)	 	no Participant may be granted Employee Awards
under this Plan consisting of cash (including Awards that are granted as
Performance Awards) in respect of any fiscal year having a value
determined on the Grant Date in excess of $3,000,000.






	 	(c)	 	Notwithstanding anything to the contrary contained in this Plan
the following limitations shall apply to any Director Awards made hereunder:






	 	(i)	 	no Participant may be granted, during any fiscal
year, Director Awards consisting of Options that are exercisable for more
than 75,000 shares of Common Stock and
	 
	 	(ii)	 	no Participant may be granted, during any fiscal
year, Director Awards consisting of Stock Awards covering or relating to
more than 45,000 shares of Common Stock.






	 	(d)	 	Prior to the effective date of this amendment and restatement,
certain awards on shares of Common Stock (the “Prior Awards”) had been granted
under the Prior Plans as in effect from time to time. As of the effective date
of the Existing Plan, each Prior Award continued to be outstanding and the
shares of Common Stock that are the subject of such Prior Awards shall be
subject to adjustment in accordance with Section 16 and to the other provisions
of the Plan.





     9. Change in Control under Prior Plans. Unless otherwise expressly provided in the
applicable award agreement, the change in control provisions under the Prior Plans shall govern the
awards previously granted thereunder.



     10. Non-United States Participants. The Committee may grant awards to persons outside
the United States under such terms and conditions as may, in the judgment of the Committee, be
necessary or advisable to comply with the laws of the applicable foreign jurisdictions and, to that
end, may



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establish sub-plans, modified option exercise procedures and other terms and procedures.
Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be
granted, that would violate the Exchange Act, the Code, any securities law, any governing statute,
or any other applicable law.



     11. Payment of Awards.




	 	(a)	 	General. Payment made to a Participant pursuant to an Award may
be made in the form of cash or Common Stock, or a combination thereof, and may
include such restrictions as the Committee shall determine, including, in the
case of Common Stock, restrictions on transfer and forfeiture provisions. If
such payment is made in the form of Restricted Stock, the Committee shall
specify whether the underlying shares are to be issued at the beginning or end
of the Restriction Period. In the event that shares of Restricted Stock are to
be issued at the beginning of the Restriction Period, the certificates
evidencing such shares (to the extent that such shares are so evidenced) shall
contain appropriate legends and restrictions that describe the terms and
conditions of the restrictions applicable thereto. In the event that shares of
Restricted Stock are to be issued at the end of the Restricted Period, the right
to receive such shares shall be evidenced by book entry registration or in such
other manner as the Committee may determine.
	 
	 	(b)	 	Deferral. With the approval of the Committee, amounts payable in
respect of Awards may be deferred and paid either in the form of installments or
as a lump-sum payment. The Committee may permit selected Participants to elect
to defer payments of some or all types of Awards or any other compensation
otherwise payable by the Corporation in accordance with procedures established
by the Committee and may provide that such deferred compensation may be payable
in shares of Common Stock. Any deferred payment pursuant to an Award, whether
elected by the Participant or specified by the Award Agreement or the terms of
the Award or by the Committee, may be forfeited if and to the extent that the
Award Agreement or the terms of the Award so provide.
	 
	 	(c)	 	Dividends, Earnings and Interest. Rights to dividends or
Dividend Equivalents may be extended to and made part of any Stock Award,
subject to such terms, conditions and restrictions as the Committee may
establish. The Committee may also establish rules and procedures for the
crediting of interest or other earnings on deferred cash payments and Dividend
Equivalents for Stock Awards.
	 
	 	(d)	 	Substitution of Awards. Subject to paragraphs 14 and 16, at the
discretion of the Committee, a Participant who is an Employee may be offered an
election to substitute an Employee Award for another Employee Award or Employee
Awards of the same or different type.





     12. Option Exercise. The Grant Price shall be paid in full at the time of exercise in
cash or, if permitted by the Committee and elected by the optionee, the optionee may purchase such
shares by means of tendering Common Stock or surrendering another Award, including Restricted
Stock, valued at Fair Market Value on the date of exercise, or any combination thereof. The
Committee shall determine acceptable methods for Participants to tender Common Stock or other
Awards provided that any Common Stock that is or was the subject of an Award may be so tendered
only if it has been held by the Participant for six months. The Committee may provide for
procedures to permit the exercise or



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purchase of such Awards by use of the proceeds to be received from the sale of Common Stock
issuable pursuant to an Award. Unless otherwise provided in the applicable Award Agreement, in the
event shares of Restricted Stock are tendered as consideration for the exercise of an Option, a
number of the shares issued upon the exercise of the Option, equal to the number of shares of
Restricted Stock used as consideration therefor, shall be subject to the same restrictions as the
Restricted Stock so submitted as well as any additional restrictions that may be imposed by the
Committee. The Committee may adopt additional rules and procedures regarding the exercise of
Options from time to time, provided that such rules and procedures are not inconsistent with the
provisions of this paragraph.



          An optionee desiring to pay the Grant Price of an Option by tendering Common Stock using the
method of attestation may, subject to any such conditions and in compliance with any such
procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the
requisite value in which case the Corporation shall issue or otherwise deliver to the optionee upon
such exercise a number of shares of Common Stock subject to the Option equal to the result obtained
by dividing (a) the excess of the aggregate Fair Market Value of the shares of Common Stock subject
to the Option for which the Option (or portion thereof) is being exercised over the Grant Price
payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject
to the Option, and the optionee may retain the shares of Common Stock the ownership of which is
attested.




     13. Taxes. The Corporation or its designated third party administrator shall have the
right to deduct applicable taxes from any Employee Award payment and withhold, at the time of
delivery or vesting of cash or shares of Common Stock under this Plan, an appropriate amount of
cash or number of shares of Common Stock or a combination thereof for payment of taxes or other
amounts required by law or to take such other action as may be necessary in the opinion of the
Corporation to satisfy all obligations for withholding of such taxes. The Committee may also
permit withholding to be satisfied by the transfer to the Corporation of shares of Common Stock
theretofore owned by the holder of the Employee Award with respect to which withholding is
required. If shares of Common Stock are used to satisfy tax withholding, such shares shall be
valued based on the Fair Market Value when the tax withholding is required to be made. The
Committee may provide for loans, to the extent not otherwise prohibited by law, on either a short
term or demand basis, from the Corporation to a Participant who is an Employee to permit the
payment of taxes required by law.



     14. Amendment, Modification, Suspension or Termination of the Plan. The Board may
amend, modify, suspend or terminate this Plan for the purpose of meeting or addressing any changes
in legal requirements or for any other purpose permitted by law, except that (i) no amendment or
alteration that would adversely affect the rights of any Participant under any Award previously
granted to such Participant shall be made without the consent of such Participant and (ii) no
amendment or alteration shall be effective prior to its approval by the stockholders of the
Corporation to the extent such approval is required by applicable legal requirements or the
requirements of the securities exchange on which the Corporation’s Common Stock is listed.



     15. Assignability. Unless otherwise determined by the Committee and provided in the
Award Agreement or the terms of the Award, no Award or any other benefit under this Plan shall be
assignable or otherwise transferable except by will, by beneficiary designation or the laws of
descent and distribution or pursuant to a qualified domestic relations order as defined by the Code
or Title I of the Employee Retirement Income Security Act, or the rules thereunder. In the event
that a beneficiary designation conflicts with an assignment by will, the beneficiary designation
will prevail. The Committee may prescribe and include in applicable Award Agreements or the terms
of the Award other



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restrictions on transfer. Any attempted assignment of an Award or any other benefit under
this Plan in violation of this paragraph 15 shall be null and void.



     16. Adjustments.




	 	(a)	 	The existence of outstanding Awards shall not affect in any
manner the right or power of the Corporation or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the capital stock of the Corporation or its business or any merger or
consolidation of the Corporation, or any issue of bonds, debentures, preferred
or prior preference stock (whether or not such issue is prior to, on a parity
with or junior to the existing Common Stock) or the dissolution or liquidation
of the Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding of any kind, whether or not
of a character similar to that of the acts or proceedings enumerated above.
	 
	 	(b)	 	In the event of any subdivision or consolidation of outstanding shares of Common Stock, declaration of a dividend payable in shares of Common
Stock or other stock split, then (i) the number of shares of Common Stock
reserved under this Plan and available for issuance pursuant to specific types
of Awards as described in paragraph 5, (ii) the number of shares of Common Stock
covered by outstanding Awards, (iii) the Grant Price or other price in respect
of such Awards, (iv) the appropriate Fair Market Value and other price
determinations for such Awards, and (v) the Stock Based Awards Limitations shall
each be proportionately adjusted by the Board as appropriate to reflect such
transaction. In the event of any other recapitalization or capital
reorganization of the Corporation, any consolidation or merger of the
Corporation with another corporation or entity, the adoption by the Corporation
of any plan of exchange affecting Common Stock or any distribution to holders of
Common Stock of securities or property (including special cash dividends but not
normal cash dividends or dividends payable in Common Stock), the Board shall
make appropriate adjustments to (x) the number of shares of Common Stock
reserved under this Plan and (y)(i) the number of shares of Common Stock covered
by Awards, (ii) the Grant Price or other price in respect of such Awards, (iii)
the appropriate Fair Market Value and other price determinations for such
Awards, and (iv) the Stock Based Awards Limitations to reflect such transaction;
provided that such adjustments shall only be such as are necessary to maintain
the proportionate interest of the holders of the Awards and preserve, without
increasing, the value of such Awards. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, the Board shall be authorized (x) to assume under the Plan
previously issued compensatory awards, or to substitute new Awards for
previously issued compensatory awards, including Awards, as part of such
adjustment; (y) to cancel Awards that are Options or SARs and give the
Participants who are the holders of such Awards notice and opportunity to
exercise for 30 days prior to such cancellation; or (z) to cancel any such
Awards and to deliver to the Participants cash in an amount that the Committee
shall determine in its sole discretion is equal to the fair market value of such
Awards on the date of such event, which in




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	 	 	 	the case of Options or SARs shall be the excess of the Fair Market Value of
Common Stock on such date over the exercise or strike price of such Award.





     17. Restrictions. No Common Stock or other form of payment shall be issued with
respect to any Award unless the Corporation shall be satisfied based on the advice of its counsel
that such issuance will be in compliance with applicable federal and state securities laws.
Certificates evidencing shares of Common Stock delivered under this Plan (to the extent that such
shares are so evidenced) may be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, any securities exchange or transaction reporting system upon which the
Common Stock is then listed or to which it is admitted for quotation and any applicable federal or
state securities law. The Committee may cause a legend or legends to be placed upon such
certificates (if any) to make appropriate reference to such restrictions.



     18. Unfunded Plan. This Plan shall be unfunded. Although bookkeeping accounts may be
established with respect to Participants under this Plan, any such accounts shall be used merely as
a bookkeeping convenience, including bookkeeping accounts established by a third party
administrator retained by the Corporation to administer the Plan. The Corporation shall not be
required to segregate any assets for purposes of this Plan or Awards hereunder, nor shall the
Corporation, the Board or the Committee be deemed to be a trustee of any benefit to be granted
under this Plan. Any liability or obligation of the Corporation to any Participant with respect to
an Award under this Plan shall be based solely upon any contractual obligations that may be created
by this Plan and any Award Agreement or the terms of the Award, and no such liability or obligation
of the Corporation shall be deemed to be secured by any pledge or other encumbrance on any property
of the Corporation. Neither the Corporation nor the Board nor the Committee shall be required to
give any security or bond for the performance of any obligation that may be created by this Plan.



     19. Right to Employment. Nothing in the Plan or an Award Agreement shall interfere
with or limit in any way the right of the Corporation to terminate any Participant’s employment or
other service relationship at any time, nor confer upon any Participant any right to continue in
the capacity in which he or she is employed or otherwise serves the Corporation.



     20. Successors. All obligations of the Corporation under the Plan with respect to
Awards granted hereunder shall be binding on any successor to the Corporation, whether the
existence of such successor is the result of a direct or indirect purchase, merger, consolidation,
or otherwise, of all or substantially all of the business and/or assets of the Corporation.



     21. Governing Law. This Plan and all determinations made and actions taken pursuant
hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities
laws of the United States, shall be governed by and construed in accordance with the laws of the
State of Texas.



     22. Effectiveness and Term. The Existing Plan was amended and restated in its
entirety effective as of July 27, 2004 and further amended effective April 11, 2006 as set forth
herein. No Award shall be made ten years after January 8, 2004.




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