TXI Annual Incentive Plans Fiscal Year 2006




 Exhibit 10.11 
  
 TXI 
 ANNUAL INCENTIVE PLANS 
 FISCAL YEAR 2006 
  

	1.	Purpose 

  

	 	a)	To provide shareholders of Texas Industries, Inc. (the Company or TXI) with above-average returns. 

  

	 	b)	To encourage above-average performance and teamwork. 

  

	 	c)	To attract and retain the best employees by offering incentive awards that are high when compared to industry standards. 

  

	 	d)	To focus employee’s work on short-term results which are key to TXI’s long-term business success. 

  

	2.	Administration 

  

	 	a)	The Compensation Committee of the Board of Directors approves the Plans. 

  

	 	b)	The Chief Executive Officer, Executive VP of Finance, and the VP of Human Resources (the Incentive Plan Administrative Committee), together, have the authority to add or delete
acquired or divested operations to incentive plans and make adjustments to reflect the spirit and objectives of the Plan. Such changes will be reported to the Compensation Committee of the Board of Directors. 

  

	 	c)	The Plans will be communicated to participants during the first two months of the plan year. 

  

	3.	Participation 

  

	 	a)	All TXI regular employees not included in another incentive plan (e.g. Aviation, operations/production, or sales) are eligible to participate in these incentive plans that consist
of two regional plans and a TXI plan. 

  

	 	b)	Eligible participants are those continuously employed by the Company during the performance award period or who become eligible during such period. Employees who change incentive
plan levels or eligibility during the Plan Year will have their award prorated for the applicable amount of time. 

  

	 	c)	A participant must be classified as a regular employee on May 31, 2006. 

  

	 	d)	The Incentive Plan Administrative Committee has the authority to lower an eligible employee’s participation in a Plan. Affected employees will be given an explanation in
writing. 

  

	 	e)	Participation in any incentive plan is not a guarantee of employment or compensation. 

  

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	 	f)	Unless otherwise determined by the Company, these plans do not cover employees of entities acquired during a plan year, by the Company, or employees who are covered by collective
bargaining agreements. 

  

	4.	Return on Equity (ROE) Objective 

  
 The Company has established an objective of having, over time, an average return on equity (ROE) 50% better than the U. S. manufacturing industry average.
The Company’s annual ROE objective is translated into a return-on-assets (ROA) goal which allows employees to use the Company’s monthly accounting of operating results to calculate progress toward goal achievement. 
  

	5.	Minimum Award Hurdles 

  
 Regional plans are established for various segments of the Company. Minimum award hurdles are set for each region. The combined result of regional
performances should produce a ROE better than the U. S. manufacturing industry average of 12%. 
  

	6.	ROA Calculations 

  

	 	a)	ROA minimum award hurdles for regional plans are calculated by dividing FY2006 operating profit (earnings before corporate overhead, interest and taxes) by the book value of the
operating assets of the region. The book value of the adjusted operating assets of a region is determined by averaging the book values of the adjusted operating assets at the beginning of the fiscal year and the book value of the adjusted operating
assets at the end of each of the four fiscal quarters. The addition of significant assets during the quarter will be prorated based on the time operated during such quarter. Profits and losses considered to be extraordinary (e.g., the sale of a
major operating facility) will not be included in the ROA calculation. The Incentive Plan Administrative Committee will make the decision as to whether an asset is significant or profits and losses are extraordinary at the time assets are acquired,
placed in service, or sold. 

  

	 	b)	Operating profit and assets are adjusted in order to treat assets on operating leases as owned assets. All ROA calculations include the costs of incentive awards. The costs for the
regional plan awards will be included in each applicable region. 

  

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	7.	Awards 

  

	 	a)	The incentive awards will be based on a participant’s regular earnings (including overtime and excluding earnings from incentive payments) for the plan year.


  

	 	b)	One region can earn an award independent of another. 

  

	 	c)	If a payment is made under any annual incentive plan, all taxes and other deductions required by law will be withheld. 

  

	 	d)	Awards will be distributed no later than the August 15th following the close of the fiscal year. 

  

	8.	TXI INCENTIVE PLANS 

  
 a) TXI PLAN 
  
 The TXI plan covers Officers, Vice Presidents, and employees in staff functions (Information Services, Legal, Environmental, Human Resources, Brookhollow,
Controller, Financial Services and Treasury, etc.). 
  
 b)
REGIONAL PLANS 
  
 Regional plans cover business units
that have facilities and employees whose combined efforts will obtain the best results for the Company. Business units are generally defined by geography or product markets. Participants include managers of each operation/facility and the employees
not included in the TXI, Operations/Production, or Sales plans. 
  
 Regional Plans 
  
 - Central 
  
   - Western 
  
 c) OPERATIONS/PRODUCTION PLANS 
  
 Operations or production plans cover individual plant and operating areas
whose performance can be more directly influenced by employees. Participation in these plans can vary year-to-year and generally will include employees who are directly involved in the production process with the exception of Plant/Operation
Managers. 
  
 Production plans’ objectives contribute to
regional plan goals but are not tied directly to their ROA achievement. These plans are tailored to local needs and pay for improvement or above average performance. Plans may vary in goal achievement, timing of awards (weekly, monthly, quarterly,
or annually), objectives and award amounts. Base award amounts can vary from 5% to 15% although they are expected to average 5% over time. 
  
 d) SALES PLANS 
  

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 Sales plans cover business units where individual performance can be more directly influenced by
employees. Participation in these plans can vary year-to-year and generally will include sales, marketing, customer relations, and/or administrative support employees directly involved in the sales process. 
  
 Sales plans’ objectives contribute to Business Unit or Regional plan
goals and are tied directly to their ROA achievement. These plans are tailored to business unit markets and pay for improvement or above average performance. Plans may vary in goal achievement, timing of awards (quarterly, or annually), objectives
and award amounts. Base award amounts can vary from 10% to 25% depending on the participant level similar to the TXI and Regional Plans. 
  

	 	e)	Operations/Production and Sales Plans are described in this document to provide the authority for individual plan development that will provide all eligible employees an
opportunity to participate in an incentive plan. There are approximately 35 such plans in any Fiscal Year. 

  
  

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	9.	PARTICIPATION ELIGIBILITY DEFINITIONS (TXI AND REGIONAL PLANS) 

  
 PARTICIPANT A 
  

	 	•	 	Non-exempt employees 

  
 PARTICIPANT B 
  

	 	•	 	Exempt non-supervisory employees. 

  
 PARTICIPANT C 
  

	 	•	 	Supervisory positions in Salary Grades 11 or below. 

  

	 	•	 	Exempt employees in Salary Grades 10 or above reporting directly to a Vice President. 

  
 PARTICIPANT D 
  

	 	•	 	All employees in Salary Grades 12 or above. 

  
 PARTICIPANT E 
  

	 	•	 	All officers of TXI excluding the President/CEO 

  
 PARTICIPANT F 
  

	 	•	 	President/CEO 

  

	10.	ANNUAL INCENTIVE PLAN AWARD SCHEDULE 

  
 FY 2006 - RETURN-ON-ASSETS (ROA’s) 
 TXI Plan and Regional AWARD SCHEDULES 
  
 The “Base Award
Percentage” for the TXI Plan is the sum of the achieved regional base awards pro-rated by each region’s assets as a percent of the sum of total regional assets. 
  
 As of the approval date of this plan, each region’s assets as a percent of the TXI Plan sum are estimated at 80% in the Central
Region and 20% in the Western Region. 
  

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 REGIONAL AWARD SCHEDULES 
  

					
	 	 	 TXI ROA% *


	 Base Award%

	 	 Central

	 	 Western


	 6 **
	 	14	 	7
	 8
	 	15	 	8.5
	 10 ***
	 	16	 	10
	 12
	 	17	 	11
	 14
	 	18	 	12
	 16
	 	19	 	13
	 18
	 	20	 	14
	 20
	 	21	 	15
	 22
	 	22	 	16
	 24
	 	23	 	17
	 26
	 	24	 	18



	*	For achievement above those listed, add 2% to the base award for each 1% increase in a Regional ROA. 


	**	Minimum Hurdle 


	***	Company Objective 

  

	 	•	 	The achieved Regional ROA determines the BASE AWARD PERCENTAGE. 

  

	 	•	 	A participant’s eligibility determines the award multiplier. The total award percentage is calculated by multiplying the BASE AWARD PERCENTAGE by the participant’s
DESIGNATED AWARD MULTIPLIER. 

  

			
	 Participant
 Eligibility

	 	 Award
 Multiplier


	 A
	 	1.0
	 B
	 	1.5
	 C
	 	2.0
	 D
	 	2.5
	 E
	 	3.0
	 F
	 	4.0

  

	 	•	 	The total percentage award is multiplied by the participant’s annual gross earnings excluding incentive payments. 

  

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