TXI Three Year Incentive Plan, 05/31/2007, as amended



 Exhibit 10.16 
 TXI 
 THREE YEAR INCENTIVE PLAN 
 FOR THE THREE CONSECUTIVE FISCAL YEAR PERIODS 
 ENDING MAY 31, 2007

 (amended July 12, 2006) 
  

	1.	PURPOSE: 

 This Plan and subsequent Plans are created for
these reasons: 
  

	 	A.	To create an interest (focus) for Plan participants that mirrors the interest of the Company’s shareholders. 

  

	 	B.	Focus Plan participants on medium-term growth and profitability. 

  

	 	C.	Provide an opportunity for participants to accumulate estate building capital. 

  

	 	D.	Provide an incentive necessary to retain and recruit top-quality executives. 

  

	2.	PERFORMANCE PERIOD: 

 A rolling three years beginning
June 1, 2004. 
  

	3.	PARTICIPANTS: 

 Participants are recommended by management
for Board approval and listed in Section 8 of the Plan document. 
  

	4.	ADMINISTRATION: 

  

	 	A.	The Compensation Committee of the Board of Directors approves the Plan. 

  

	 	B.	The Chief Executive Officer, Chief Operating Officers, and Chief Financial Officer, together, have the authority to add or delete acquired or divested operations to incentive plans
and make minor adjustments to reflect the spirit and objectives of the Plan. Such changes will be reported to the Compensation Committee of the Board of Directors. 

  

 Page 1 









	5.	MINIMUM AWARD HURDLE: 

  

	 	A.	Achievement of an award is dependent on attainment of a three (3) year consolidated average return-on-equity (ROE) equal to or greater than twelve percent (12%).


  

	 	B.	Average return on equity for each performance period means the average of net income of the Company as a percentage of the average shareholder’s equity of the Company reported
to shareholders in the Company’s consolidated financial statements of fiscal years included in a performance period, rounded to the nearest one-tenth (1/10) of one percent (1%). A fiscal year’s “average shareholder’s
equity” is the average of its four (4) fiscal quarters. A “quarter’s average” is the sum of the beginning and ending balances divided by two. 

  

	 	C.	The minimum ROE hurdle will be established annually, approximately in the month of June, by the Compensation Committee of the Board of Directors. 

  

	6.	INDIVIDUAL PARTICIPATION: 

  

	 	A.	All participants approved by the Compensation Committee of the Board of Directors who are continuously employed by the Company during the performance period. Those who become
eligible during the performance award period will have their award pro-rated for the amount of time they became eligible with a six (6) month minimum time requirement. 

  

	 	B.	Participants must be employed by the Company at time of payment which is expected to be prior to August 15 following the fiscal year end. Participation in any incentive plan is
not considered a guarantee of employment or compensation. 

  

	7.	AWARDS 

 If a payment is made under any three-year
incentive plan, it will consist of two parts: the Award Percentage and Discretionary Performance Award. 
  

	 	A.	The award percentage is based on the preceding three year ROE for the Company and is calculated as a percentage of base salary at time of award. 

  

	 	B.	A discretionary award fund will be created equal to the combined awards to be paid to the participants. The President/CEO will recommend to the Compensation Committee of the Board
of Directors distribution of the award fund to plan participants (excluding the President/CEO) based upon their individual and team performance for the preceding three (3) years. 

  

 Page 2 









	7.	AWARDS (Continued) 

  

	 	C.	There is a requirement that all of the fund be awarded. 

  

	 	D.	All taxes and other deductions required by law will be withheld. 

  

	 	E.	The Compensation Committee of the Board of Directors may elect to pay awards in cash, stock equivalent or combination of cash and stock. Notwithstanding any provision hereof to the
contrary, to the extent that Section 162(m) of the Internal Revenue Code of 1986, as amended, would limit the Company’s deduction of any portion of an award if it were paid to a participant, if such nondeductible portion exceeds $25,000,
then payment of such nondeductible portion of the award shall be deferred by the Company until 15 days after the earlier of (i) the first time the deductibility of a payment of some or all of such deferred amount will not be limited by
Section 162(m) (as reasonably determined by the Company), and (ii) the date such participant’s employment with the Company is terminated. The deferred amount will bear interest until paid at the average U.S. Treasury Bill rate for
Treasury Bills with a three month maturity (calculated as the average of such rates on the first day of the deferral period and at the end of each fiscal quarter during the deferral period), and upon payment of any portion of the deferred amount the
interest thereon will be paid at the same time and in the same form as the deferred amount is paid. 

  

	 	F.	All awards will be approved by the Compensation Committee of the Board of Directors. 

  

	 	G.	Amendments and exceptions to the plan provisions must be approved by the Compensation Committee of the Board of Directors. 

  

 Page 3 









	8.	PARTICIPANT LIST 

 The following is a list of members
recommended to participate in the Executive Three-Year Incentive Plan for the three consecutive fiscal year periods ending May 31, 2005, 2006 and 2007. 
 Corporate Officers: 
  

			
	Mel G. Brekhus	 	President and Chief Executive Officer
	Barry M. Bone	 	VP, Real Estate
	William J. Durbin	 	VP, Human Resources
	Carlos E. Fonts	 	VP, Development
	Richard M. Fowler	 	Executive VP, Finance
	Robert C. Moore	 	VP, General Counsel & Secretary
	Tommy A. Valenta	 	Executive VP, Steel
		
	Operations & Staff Officers	 	
		
	Kenneth R. Allen	 	VP and Treasurer
	Timothy J. Bourcier	 	VP, Operations - Steel
	J. Lynn Davis	 	VP, Cement
	William H. Dickert	 	VP, Steel Marketing and Sales
	George E. Eure	 	VP, Expanded Shale and Clay
	E. Leo Faciane	 	VP, Environmental Affairs
	Philip L. Gaynor	 	VP, Cement Manufacturing
	J. Celtyn Hughes	 	VP, Logistics and Steel Finance
	Richard T. Jaffre	 	VP, Raw Materials
	D. Randall Jones	 	VP, Communications & Governmental Affairs
	J. Michael Link	 	VP, Controller, Cement, Aggregate, & Concrete
	Stephen D. Mayfield	 	VP, Aggregates
	James R. McCraw	 	VP, Accounting & Information Services
	Ronnie A. Pruitt	 	VP, Aggregate and Cement Sales
	Michael E. Perkins	 	VP, Concrete
	J. Barrett Reese	 	VP, Marketing, Cement, Aggregate, & Concrete
	James B. Rogers	 	VP, Consumer Products
	Robert J. Simcoe	 	VP, Virginia Plant Manager, Steel
	Thomas L. Vines	 	VP, Corporate Controller

  

 Page 4 









	9.	AWARD SCHEDULE 

 Three-Year Incentive Plan 
 For The Three Consecutive Fiscal Year Periods 
 Ending May 31, 2005, 2006 & 2007 
  

			
	 Three-Year Average ROE
	 	 Award as a % of Base Pay *

	12% to less than 14%	 	25%
	14% to less than 16%	 	35%
	16% to less than 18%	 	50%
	18% and above	 	70%



	*	Discretionary award fund doubles amount of individual awards. 

 The
President and Chief Executive Officer award will be double that of the schedule’s base pay percentage plus a discretionary amount, determined by the Board of Directors, up to the base award. 
  

					
	  
	 		  	  

	Approved	 		  	Date

  

 Page 5