**Exhibit 10.2.1**UNITED STATES LIME & MINERALS, INC.Non Qualified Stock Option Agreement        This Agreement, made as of this                     day of                     , by and between United StatesLime & Minerals, Inc., a Texas Corporation (the “Company”), and                                          (“Employee”).Witnesseth:Whereas, the Compensation Committee of the Board of Directors of the Company (the “Committee”)acting under the United States Lime & Minerals, Inc. 2001 Long-Term Incentive Plan (the “Plan”) hasdetermined that it is desirable to grant an option under the Plan to Employee, who is currentlyemployed by the Company and/or a subsidiary of the Company;        Now, Therefore, the Company and Employee hereby agree as follows: 1. Definitions. As used in the Agreement, the following terms shall have thefollowing meanings, respectively: a) “Stock” shall have the meaning set forth in Section 2(k) of the Plan.  b) “Fair Market Value” shall mean the most recent closing sales pricefor a share of stock reported on the NASDAQ Stock Market. 2. Option. The Company hereby grants to Employee the option to purchase, ashereinafter set forth;                     shares of Stock at a price of $                     per share, for aperiod commencing on                      and terminating on the first to occur of (i) theexpiration of ten years from the date hereof, or (ii) when Employee ceases to be anemployee of the Company and its subsidiaries for any reason; provided, however, that, ifsaid cessation occurs less than ten years from the date hereof other than by reason ofdeath or disability, then Employee may exercise this option at any time within threemonths after such cessation but not after the expiration of the ten-year period;providedfurther, that, if said cessation
 

 
 ** ** occurs less than ten years from the date hereof by reason of Employee becoming permanentlyand totally disabled (within the meaning of Section 22(e) (3) of the Internal Revenue Codeof 1986, as amended), the Employee or legal representative (if Employee is legallyincompetent) may exercise this option at any time within one year after such cessation butnot after the expiration of the ten-year period; and provided further, that, if saidcessation occurs less than ten years from the date hereof by reason of Employee’s death,then the executor or administrator of Employee’s estate or anyone who shall have acquiredthis option by will or pursuant to the laws of descent and distribution may exercise thisoption at any time within one year after such death but not after the expiration of theten-year period.        Anything to the contrary herein notwithstanding, the option granted hereunder shallterminate immediately upon the Employee’s cessation to be an Employee on account of fraud,dishonesty or the performance of any other act detrimental to the Company. A transfer ofemployment without interruption of service between or among the Company or any of itssubsidiaries shall not be considered a termination of employment for purposes of thisAgreement. 3. Exercise During Employment. Except as provided in Section 2 hereof, thisoption may not be exercised unless Employee is, at the time of exercise, an employee ofthe Company or its subsidiaries. 4. Manner of Exercise. This option may be exercised by written notice signed bythe person entitled to exercise the same and delivered to the Secretary of the Company orsent by United States registered mail addressed to the Company at its corporate office.        Such notice, which shall be effective upon receipt, shall state the number of sharesof Common Stock as to which the option is exercised and shall be accompanied by the fullamount of the purchase price of such shares. 5. Payment. The purchase price for the option shares may be paid in cash or, inwhole or in part by the surrender of issued and outstanding shares of Common Stock of theCompany, which shall be credited against the purchase price at the Fair Market Value ofthe shares surrendered on the date of exercise of the option.  6. Delivery of Certificates for Shares. Delivery of the certificatesrepresenting the
 

 
   shares of Common Stock purchased upon exercise of this option shall be made promptly afterreceipt of notice of exercise and payment. If the Company so elects, its obligation todeliver shares of Common Stock upon the exercise of this option shall be conditioned uponits receipt from the person exercising this option of an executed investment letter, inform and content satisfactory to the Company and its legal counsel, evidencing theinvestment intent of such person and such other matters as the Company may reasonablyrequire. If the Company so elects, the certificates representing the shares of CommonStock issued upon exercise of this option shall bear a legend in substantially thefollowing form:          THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAYNOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE FIRST REGISTERED THEREUNDER ORUNLESS THE COMPANY RECEIVES A WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL AREACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT REGISTRATION THEREUNDER IS NOT REQUIRED. 7. Transferability. This option is not transferable otherwise than by will andthe laws of descent and distribution, and during the lifetime of Employee is exercisableonly by Employee or, if Employee is legally incompetent, by Employee’s legalrepresentative.  8. Option Subject to Plan. By execution of this Agreement, Employee agrees thatthis option and the shares of Common Stock to be received upon exercise hereof shall begoverned by and subject to all applicable provisions of the Plan.In Witness Whereof, the parties have executed this Agreement as of the date first above written.         United States Lime & Minerals, Inc.         By:                    By: