exv10w1






Exhibit 10.1




EAGLE MATERIALS INC.




SALARIED INCENTIVE COMPENSATION PROGRAM

FOR FISCAL YEAR 2009




1. Purpose




     The purpose of the Eagle Materials Inc. Salaried Incentive Compensation Program for Fiscal
Year 2009 (the “Plan”) is to establish an incentive bonus program which: (i) focuses on the
performance of Eagle Materials Inc. (the “Company”) as well as individual performance; and (ii)
aligns the interest of participants with those of the Company’s shareholders. The Plan is adopted
by the Compensation Committee of the Board of Directors (the “Committee”) under the structure of
the Company’s Incentive Plan, as amended, (the “Incentive Plan”) and is subject to all the terms
and conditions of such Incentive Plan, including, without limitation the limits set forth in
Section 8 of the Plan. The Plan shall be in effect for the fiscal year ending March 31, 2009.



2. Eligibility




     The Company’s Chief Executive Officer (the “CEO”) and his direct reports are eligible to
participate in the Plan. The CEO may also include in the Plan additional exempt salaried employees
at the corporate level of the Company.



     Participants must be an exempt salaried manager or professional. No hourly or non-exempt
employee may participate. Participants in the Plan may not participate in any other Company
incentive plan providing for monetary awards, except for the Eagle Materials Long Term Compensation
Program and the Eagle Materials Special Situation Program.



3. Bonus Pool




     To ensure reasonableness and affordability, available funds for bonus payments under the Plan
are to be determined as a percentage of earnings before interest and taxes (“EBIT”) of the Company.
The actual percentage may vary from year to year as recommend by the CEO and approved by the
Committee. For Fiscal Year 2009, 1.2% of the Company’s EBIT will fund the corporate bonus pool.



     Participants must be employed on March 31, 2009 to be eligible for any bonus award. Awards
may be adjusted for partial year participation for participants who enter the program after April
1, 2008.



4. Allocation of Corporate Pool




     At the beginning of the fiscal year goals and objectives shall be established for each
participant. The actual bonus award paid at the end of the fiscal year shall be based on the
individual participant’s performance relative to the previously established goals and objectives.
Except with respect to the CEO, each participant’s allocated percentage of the corporate pool,
his/her goals and objectives and his/her individual performance relative to the goals and
objectives (and bonus award) shall be recommended by the CEO and approved and certified by the
Committee. The CEO’s allocated percentage of the corporate pool, his/her goals and



 









 







objectives and his/her individual performance (and bonus award) shall be approved and certified by
the Committee. For each participant, the maximum annual bonus award opportunity is represented by
the percentage of the corporate pool assigned to such participant.



5. Goals and Objectives 




     The goals and objectives to be used for participants in the Plan may be comprised of objective
and subjective criteria and should generally have a broader scope than the goals and objectives for
subsidiary companies. However, at the same time the goals must also contain specific criteria
regarding execution that links subsidiary company performance to corporate performance. By way of
example and not limitation, these goals and objectives could focus on operational criteria, the
interaction between corporate and subsidiaries as a way of gauging the successful execution of
business plans, strategic execution criteria, criteria relating to shareholder alignment and
investor relations, interaction and communication with the board, performance relative to the
responsibilities associated with being publicly traded company, organizational development and
leadership skills.



6. Plan Administration




     The Plan shall be administered by the Committee, which shall 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 appropriate in its sole discretion. All decisions of the Committee
shall be binding and conclusive on the participants. The Committee shall determine all terms and
conditions of the bonus awards.



     No member of the Committee shall be liable for anything done or omitted to be done by him or
by any member of the Committee in connection with the performance of any duties under this Plan,
except for his own willful misconduct or as expressly provided by statute.



7. No Employment Guaranteed




     No provision of this Plan hereunder shall confer any right upon any executive officer to
continued employment.



8. Governing Law




     This Plan and all determinations made and actions taken pursuant hereto, shall be governed by
and construed in accordance with the laws of the State of Texas, without reference to any conflicts
of law principles thereof that would require the application of the laws of another jurisdiction.



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