exv10w2



 






Exhibit 10.2




PLEASE SIGN & RETURN




EAGLE MATERIALS INC.

INCENTIVE PLAN




RESTRICTED STOCK UNIT AGREEMENT




          This restricted stock unit agreement (the “Restricted Stock Unit Agreement” or “Agreement”)
entered into between Eagle Materials Inc., a Delaware corporation (the “Company”), and
                                        
(the “Grantee”), an employee of the Company or its Affiliates, with respect to a
right (the “Award”) of
                     restricted stock units (“Restricted Stock Units”) representing
shares of Class B Common Stock (as defined in the Eagle Materials Inc. Incentive Plan, as amended
and restated as of July 27, 2004 (the “Plan”)) granted to the Grantee under the Plan on June 9,
2005 (the “Award Date”), such number of units subject to adjustment as provided in the Plan, and
further subject to the following terms and conditions:




          1. Relationship to Plan.




          This Award is subject to all of the terms, conditions and provisions of the Plan and
administrative interpretations thereunder, if any, which have been adopted by the Company’s
Compensation Committee (“Committee”) and are in effect on the date hereof. Except as defined
herein, capitalized terms shall have the same meanings ascribed to them under the Plan. For the
purposes of this Restricted Stock Unit Agreement:




          (a) “Capitalization” means stockholders’ equity (as such term is reported by the Company in
its annual report to stockholders for the fiscal year ended March 31, 2006) plus Net Debt.




          (b) “Net Debt-to-Capitalization Ratio” means the ratio of: (i) Net Debt; over (ii)
Capitalization, as adjusted by the Committee in its reasonable discretion to take into account
events and circumstances not contemplated at the time of this Award.




          (c) “EBIT” for any fiscal year means the Company’s earnings before interest and taxes as
reported by the Company in its annual report to stockholders for such fiscal year, as adjusted by
the Committee in its reasonable discretion to take into account events and circumstances not
contemplated at the time of this Award.




          (d) “Net Debt” means notes payable, plus long term debt, minus cash and cash equivalents (as
such terms are reported by the Company in its annual report to stockholders for the fiscal year
ended March 31, 2006).




          (e) “Vesting Date” means for EBIT RSUs March 31 of any given fiscal year in which EBIT RSUs
(as defined below) vest, if any, in accordance with Section 2(a) and, for Operational Excellence
RSUs (as defined below) and Balance Sheet Improvement RSUs (as defined below), March 31, 2006.




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          (f) “Vesting Period” means the period commencing on the Award Date and ending on March 31,
2008 for the portion of the Award subject to Section 2(a) and March 31, 2006 for the portions of
the Award subject to Sections 2(b) and 2(c).




          2. Vesting and Payment.




          (a)
EBIT Vesting Schedule.                      Restricted Stock Units of the Award (the “EBIT RSUs”) shall
vest based on the trailing three year average EBIT for the three consecutive fiscal years ending
with the applicable fiscal year in accordance with the following schedule:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	3 Year Average EBIT Targets
	 	 	at FYE (in Millions)
	Vesting	 	 	 	 	 	 
	Percentage	 	March 31, 2006	 	March 31, 2007	 	March 31, 2008
	0%
	 	less than $150.0	 	less than $180.0	 	less than $210.0
	50%
	 	$	150.0	 	 	$	180.0	 	 	$	210.0	 
	60%
	 	$	153.0	 	 	$	183.0	 	 	$	213.0	 
	70%
	 	$	156.0	 	 	$	186.0	 	 	$	216.0	 
	75%
	 	$	160.0	 	 	$	190.0	 	 	$	220.0	 
	80%
	 	$	163.0	 	 	$	193.0	 	 	$	223.0	 
	90%
	 	$	166.0	 	 	$	196.0	 	 	$	226.0	 
	100%
	 	$	170.0	 	 	$	200.0	 	 	$	230.0	 






          The exact vesting percentage attained from the vesting schedule above shall be calculated
based on straight-line interpolation between the percentages shown in the vesting schedule above
with fractional percentages rounded to the nearest tenth of one percent; provided, however, in no
event shall the EBIT RSUs vest below fifty percent.




          If the three year average EBIT for any fiscal year subsequent to the initial fiscal year
within the Vesting Period results in a vesting percentage, the applicable percentage of EBIT RSUs
which shall vest on the applicable Vesting Date shall equal (i) the vesting percentage derived from
the vesting schedule above for the given fiscal year end less (ii) the vesting percentage
previously attained in prior fiscal year(s), if any. At the end of the Vesting Period, if any EBIT
RSUs remain unvested, such EBIT RSUs shall be forfeited.




          The Grantee must be in continuous employment with the Company or any of its Affiliates or
serve as a Director from the Award Date through the Vesting Date in order for the EBIT RSUs to vest
as provided in this Section 2(a).




          (b)
Operational Excellence Vesting Schedule. ___ Restricted Stock Units of the Award (the
“Operational Excellence RSUs”) shall vest on the Vesting Date based on the number of points
achieved at the end of Fiscal Year 2006 based on the Fiscal Year 2006 Operational Excellence Goals
(as described in Exhibit B to this Agreement) in accordance with the following schedule:




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	Points	 	Percentage of Operational
	Achieved	 	Excellence RSUs Vested
	100
	 	 	100	%
	94
	 	 	90	%
	88
	 	 	80	%
	82
	 	 	70	%
	76
	 	 	60	%
	70
	 	 	50	%
	64
	 	 	40	%
	58
	 	 	30	%
	52
	 	 	20	%
	46
	 	 	10	%
	40
	 	 	0	%






          The determination of the number of points achieved shall be made and approved by the
Committee. The Committee shall have the sole authority to determine the number of points achieved
for purposes of this schedule, and its determination shall be final, conclusive and binding on all
parties. The exact vesting percentage attained from the schedule shall be calculated based on
straight-line interpolation between the percentages shown in the schedule with fractional
percentages rounded to the nearest tenth of one percent. At the end of the Vesting Period, if any
Operational Excellence RSUs remain unvested, such Operational Excellence RSUs shall be forfeited.




          The Grantee must be in continuous employment with the Company or any of its Affiliates or
serve as a Director from the Award Date through the Vesting Date in order for the Operational
Excellence RSUs to vest as provided in this Section 2(b).




          (c)
Balance Sheet Improvement Vesting. ___ Restricted Stock Units (the “Balance Sheet
Improvement RSUs”) shall fully vest on March 31, 2006 if the Company achieves a Net
Debt-to-Capitalization Ratio between 0.2 and 0.45 as of March 31, 2006. At the end of the Vesting
Period, if any Balance Sheet Improvement RSUs remain unvested, such Balance Sheet Improvement RSUs
shall be forfeited.




          The Grantee must be in continuous employment with the Company or any of its Affiliates or
serve as a Director from the Award Date through the Vesting Date in order for the Balance Sheet
Improvement RSUs to vest as provided this Section 2(c).




          (d) Payment. One-third of the Restricted Stock Units that vest in accordance with the
provisions of Section 2(a), 2(b) or 2(c) shall become payable as soon as administratively
practicable following the applicable Vesting Date. The remaining two-thirds shall become payable
one-third on the first anniversary of such Vesting Date and one-third on the second anniversary of
such Vesting Date.




          The Grantee must be in continuous employment with the Company or any of its Affiliates or
serve as a Director from the Award Date through the date the portion of the Award would otherwise
become payable in order for the portion of the Award to become
payable with


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respect to additional Restricted Stock Units, otherwise such portion of the Award shall be
forfeited.




          (e) Calculations. Calculations of EBIT, the points achieved under the Operational Excellence
Goals and the Balance Sheet Improvement criteria shall be made and approved by the Committee. The
Committee shall have the sole authority to approve the calculations for purposes of the vesting
schedules, and its approval of such calculations shall be final, conclusive, and binding on all
parties.




          (f) Change in Control. This Award shall become fully vested and payable without regard to the
limitations set forth in subparagraph (a), (b), (c) or (d) above, provided that the Grantee has
been in continuous employment with the Company or any of its Affiliates or served as a Director
since the Award Date, upon the occurrence of a Change in Control (as defined in Exhibit A
to this Agreement), and fully payable (without regard to the limitations set forth in subparagraph
(d) above or any elections made pursuant to Section 5 below) upon a Change in Control with respect
to any Restricted Stock Units which have not been theretofore forfeited, unless either (i) the
Committee determines that the terms of the transaction giving rise to the Change in Control provide
that the Award is to be replaced within a reasonable time after the Change in Control with an award
of equivalent value of shares of the surviving parent corporation or (ii) the Award is to be
settled in cash in accordance with the last sentence of this subparagraph (f). Upon a Change in
Control, pursuant to Section 16 of the Plan, the Company may, in its discretion, settle the Award
by a cash payment that the Committee shall determine in its sole discretion is equal to the fair
market value of the Award on the date of such event.




          3. Forfeiture of Award.




          Except as provided in any other agreement between the Grantee and the Company, if the
Grantee’s employment terminates, all unvested and vested (but not yet payable) Restricted Stock
Units, and all Dividend Equivalent Amounts (as defined in Section 4) attributable thereto, as of
the termination date shall be forfeited.




          4. Dividend Equivalent Payments.




          During the period of time between the Award Date and the earlier of the date the Restricted
Stock Units are paid or settled, the Restricted Stock Units will be evidenced by book entry
registration. As of each date that dividends are paid with respect to Class B Common Stock after
the end of the applicable Vesting Period, the Grantee shall have a number of additional Restricted
Stock Units credited to his or her account with respect to such dividends. The additional
Restricted Stock Units credited with respect to such dividends shall be equal to: (i) the amount of
the dividend paid per share of Class B Common Stock as of such dividend payment date multiplied by
the number of Restricted Stock Units credited to the Grantee’s account immediately prior to such
dividend payment date; divided by (ii) the Fair Market Value of the Class B Common Stock on such
dividend payment date.




          5. Timing and Form of Payment.




          The Grantee may elect on or before September 30, 2005 to receive the Award at a time permitted
in and pursuant to an election form, subject to such terms and conditions set forth


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in such form, as prescribed by the Committee (“Election Form”). The Grantee may timely elect
to further defer receipt of the Award in such time and manner, if any, as prescribed by the
Committee in its sole and absolute discretion.




          Notwithstanding anything herein to the contrary including the Grantee’s election pursuant to
the Election Form, the Company reserves the right to pay the value of the vested Restricted Stock
Units, to the extent not yet paid, to the Grantee in the form of shares of Class B Common Stock or
an equivalent cash payment at any time following vesting of the Award.




          6. Delivery of Shares.




          The Company shall not be obligated to deliver any shares of Class B Common Stock if counsel to
the Company determines that such sale or delivery would violate any applicable law or any rule or
regulations of any governmental authority or any rule or regulation of, or agreement of the Company
with, any securities exchange or association upon which the Class B Common Stock is listed or
quoted. The Company shall in no event be obligated to take any affirmative action in order to
cause the delivery of shares of Class B Common Stock to comply with any such law, rule, regulations
or agreement.




          7. Notices.




          Notice or other communication to the Company with respect to this Award must be made in the
following manner, using such forms as the Company may from time to time provide:




          (a) by electronic means as designated by the Committee;




          (b) by registered or certified United States mail, postage prepaid, to Eagle Materials Inc.,
Attention: Secretary, 3811 Turtle Creek Blvd, Suite 1100, Dallas, Texas 75219; or




          (c) by hand delivery or otherwise to Eagle Materials Inc., Attention: Secretary, 3811 Turtle
Creek Blvd, Suite 1100, Dallas, Texas 75219.




          Notwithstanding the foregoing, in the event that the address of the Company is changed, any
such notice shall instead be made pursuant to the foregoing provisions at the Company’s current
address.




          Any notices provided for in this Restricted Stock Unit Agreement or in the Plan shall be given
in writing or by such electronic means, as permitted by the Committee, and shall be deemed
effectively delivered or given upon receipt or, in the case of notices delivered by the Company to
the Grantee, five days after deposit in the United States mail, postage prepaid, addressed to the
Grantee at the address specified at the end of this Agreement or at such other address as the
Grantee hereafter designates by written notice to the Company.




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          8. Assignment of Award.




          Except as otherwise permitted by the Committee, the Grantee’s rights under the Plan and this
Restricted Stock Unit Agreement are personal; no assignment or transfer of the Grantee’s rights
under and interest in this Award may be made by the Grantee other than by will, by beneficiary
designation, by the laws of descent and distribution or by a qualified domestic relations order;
and this Award is payable only to the Grantee during his lifetime.




          After the death of the Grantee, payment of the Award shall be permitted only to the Grantee’s
executor or the personal representative of the Grantee’s estate (or by his assignee, in the event
of a permitted assignment) and only to the extent that the Award was payable on the date of the
Grantee’s death.




          9. Stock Certificates.




          Certificates representing the Class B Common Stock issued pursuant to the Award will bear all
legends required by law and necessary or advisable to effectuate the provisions of the Plan and
this Award. The Company may place a “stop transfer” order against shares of the Class B Common
Stock issued pursuant to this Award until all restrictions and conditions set forth in the Plan or
this Agreement and in the legends referred to in this Section 9 have been complied with.




          10. Withholding.




          No certificates representing shares of Class B Common Stock awarded hereunder shall be
delivered to or in respect of an Grantee unless the amount of all federal, state and other
governmental withholding tax requirements imposed upon the Company with respect to the issuance of
such shares of Class B Common Stock has been remitted to the Company or unless provisions to pay
such withholding requirements have been made to the satisfaction of the Committee. The Committee
may make such provisions as it may deem appropriate for the withholding of any taxes which it
determines is required in connection with this Award. The Grantee may pay all or any portion of
the taxes required to be withheld by the Company or paid by the Grantee in connection with this
Award by delivering cash, or, with the Committee’s approval, by electing to have the Company
withhold shares of Class B Common Stock, or by delivering previously owned shares of Common Stock,
having a Fair Market Value equal to the amount required to be withheld or paid. The Grantee must
make the foregoing election on or before the date that the amount of tax to be withheld is
determined.




          11. Shareholder Rights.




          The Grantee shall have no rights of a shareholder with respect to shares of Class B Common
Stock subject to the Award unless and until such time as the Award has been paid pursuant to
Section 5 and shares of Class B Common Stock have been transferred to the Grantee.




          12. Successors and Assigns.




          This Agreement shall bind and inure to the benefit of and be enforceable by the Grantee, the
Company and their respective permitted successors and assigns (including personal


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representatives, heirs and legatees), except that the Grantee may not assign any rights or
obligations under this Agreement except to the extent and in the manner expressly permitted herein.




          13. No Employment Guaranteed.




          No provision of this Restricted Stock Unit Agreement shall confer any right upon the Grantee
to continued employment with the Company or any Affiliate.




          14. Governing Law.




          This Restricted Stock Unit Agreement shall be governed by, construed, and enforced in
accordance with the laws of the State of Texas.




          15. Amendment.




          This Agreement cannot be modified, altered or amended except by an agreement, in writing,
signed by both the Company and the Grantee.




	 	 	 	 	 	 	 
	 	 	 	 	EAGLE MATERIALS INC.
	 
	Date:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	Name:
	 	Steven R. Rowley
	 

	 	 	 	Title:
	 	President and CEO






          The Grantee hereby accepts the foregoing Restricted Stock Unit Agreement, subject to the terms
and provisions of the Plan and administrative interpretations thereof referred to above.




	 	 	 	 	 
	 

	 	 	 	GRANTEE:
	Date:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	Grantee’s Address:
	 

	 	 	 	Eagle Materials Inc.
	 

	 	 	 	3811 Turtle Creek Blvd. #1100
	 

	 	 	 	Dallas, TX 75219






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Exhibit A




Change in Control




          For the purpose of this Agreement, a “Change of Control” shall mean the occurrence of any of
the following events:




          (a) The acquisition by any Person of beneficial ownership of securities of the Company
(including any such acquisition of beneficial ownership deemed to have occurred pursuant to Rule
13d-5 under the Exchange Act) if, immediately thereafter, such Person is the beneficial owner of
(i) 50% or more of the total number of outstanding shares of any single class of Company Common
Stock or (ii) 40% or more of the total number of outstanding shares of all classes of Company
Common Stock, unless such acquisition is made (a) directly from the Company in a transaction
approved by a majority of the members of the Incumbent Board or (b) by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation controlled by the
Company;




          (b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or nomination for
election by the Company’s stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board (or who is otherwise designated as a member of the
Incumbent Board by such a vote) shall be considered as though such individual were a member of the
Incumbent Board, except that any such individual shall not be considered a member of the Incumbent
Board if his or her initial assumption of office occurs as a result of either an actual or
threatened election contest (as such term is used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board;




          (c) The consummation of a Business Combination, unless, immediately following such Business
Combination, (i) more than 50% of both the total number of then outstanding shares of common stock
of the parent corporation resulting from such Business Combination and the combined voting power of
the then outstanding voting securities of such parent corporation entitled to vote generally in the
election of directors will be (or is) then beneficially owned, directly or indirectly, by all or
substantially all of the Persons who were the beneficial owners, respectively, of the outstanding
shares of Company Common Stock immediately prior to such Business Combination in substantially the
same proportions as their ownership immediately prior to such Business Combination of the
outstanding shares of Company Common Stock, (ii) no Person (other than any employee benefit plan
(or related trust) of the Company or any corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 40% or more of the total number of then outstanding
shares of common stock of the corporation resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such corporation entitled to vote
generally in the election of directors and (iii) at least a majority of the members of the board of
directors of the parent corporation resulting from such Business Combination


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were members of the Incumbent Board immediately prior to the consummation of such Business
Combination; or




          (d) Approval by the Board and the shareholders of the Company of (i) a complete liquidation or
dissolution of the Company or (ii) a Major Asset Disposition (or, if there is no such approval by
shareholders, consummation of such Major Asset Disposition) unless, immediately following such
Major Asset Disposition, (A) Persons that were beneficial owners of the outstanding shares of
Company Common Stock immediately prior to such Major Asset Disposition beneficially own, directly
or indirectly, more than 50% of the total number of then outstanding shares of common stock and the
combined voting power of the then outstanding shares of voting stock of the Company (if it
continues to exist) and of the Acquiring Entity in substantially the same proportions as their
ownership immediately prior to such Major Asset Disposition of the outstanding shares of Company
Common Stock; (B) no Person (other than any employee benefit plan (or related trust) of the Company
or such entity) beneficially owns, directly or indirectly, 40% or more of the then outstanding
shares of common stock or the combined voting power of the then outstanding voting securities of
the Company (if it continues to exist) and of the Acquiring Entity entitled to vote generally in
the election of directors and (C) at least a majority of the members of the Board of the Company
(if it continues to exist) and of the Acquiring Entity were members of the Incumbent Board at the
time of the execution of the initial agreement or action of the Board providing for such Major
Asset Disposition.




          For purposes of the foregoing,





     (i) the term “Person” means an individual, entity or group;




     (ii) the term “group” is used as it is defined for purposes of
Section 13(d)(3) of the Exchange Act;




     (iii) the terms “beneficial owner”, “beneficially ownership” and
“beneficially own” are used as defined for purposes of Rule 13d-3 under
the Exchange Act;




     (iv) the term “Business Combination” means (x) a merger,
consolidation or share exchange involving the Company or its stock or (y)
an acquisition by the Company, directly or through one or more
subsidiaries, of another entity or its stock or assets;




     (v) the term “Company Common Stock” shall mean the Common Stock, par
value $.01 per share, of the Company and the Class B Common Stock, par
value $.01 per share, of the Company (or, if the context requires, shall
mean either such class);




     (vi) the term “Exchange Act” means the Securities Exchange Act of
1934, as amended.



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     (vii) the phrase “parent corporation resulting from a Business
Combination” means the Company if its stock is not acquired or converted
in the Business Combination and otherwise means the entity which as a
result of such Business Combination owns the Company or all or
substantially all of the Company’s assets either directly or through one
or more subsidiaries;




     (viii) the term “Major Asset Disposition” means the sale or other
disposition in one transaction or a series of related transactions of 50%
or more of the assets of the Company and its subsidiaries on a
consolidated basis; and any specified percentage or portion of the assets
of the Company shall be based on fair market value, as determined by a
majority of the members of the Incumbent Board;




     (ix) the term “Acquiring Entity” means the entity that acquires the
largest portion of the assets sold or otherwise disposed of in a Major
Asset Disposition (or the entity, if any, that owns a majority of the
outstanding voting stock of such acquiring entity entitled to vote
generally in the election of directors or members of a comparable
governing body); and




     (x) the phrase “substantially the same proportions,” when used with
reference to ownership interests in the parent corporation resulting from
a Business Combination or in an Acquiring Entity, means substantially in
proportion to the number of shares of Company Common Stock beneficially
owned by the applicable Persons immediately prior to the Business
Combination or Major Asset Disposition, but is not to be construed in such
a manner as to require that the same ratio or number of shares of such
parent corporation or Acquiring Entity be issued, paid or delivered in
exchange for or in respect of the shares of each class of Company Common
Stock.



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Exhibit B




Eagle Materials Inc.

FY 2006 Operational Excellence Goals




Gypsum Companies





	1.  	(20 pts) Goal related to combined annual average 1/2” Eagleroc (#1 MSF/Net hour)







	2.  	(20 pts) Goal related to combined annual average 5/8” Firebloc (#1 MSF/Net hour)






	3.  	(15 pts) Goal related to combined annual plant efficiencies







	4.  	(20 pts) Goal related to the commencement of the Georgetown facility by fiscal year end.






	5.  	(10 pts) Goal related to current and potential synthetic sources for gypsum in North America.






	6.  	(5 pts) Develop a plan to maximize the payload on all outbound trucks and rail cars of gypsum
wallboard.






	7.  	(5 pts) Goal related to additional gypsum reserves for the Duke facility.




Cement Companies



	8.  	(20 pts) Goal related to combined annual average type I/II clinker production rate.






	9.  	(15 pts) Goal related to combined annual average kiln utilization (based on 8760 available hours).







	10.  	(10 pts) Goal related to timely completion of construction of the 80,000 ton dome for the Illinois Cement
expansion project within budget.






	11.  	(20 pts) Goal realted to the Illinois Cement expansion project being on budget and on timeline.






	12.  	(10 pts) Continue to develop project echo:








	13.  	(5 pts) Goal related to additional limestone reserves for Illinois Cement.





Paperboard Company




14. (15 pts) Goal related to net winder tons/calendar day






	15.  	(15 pts) Goal related to annual 54” gypsum facing paper sales.






	16.  	(10 pts) Goal related to quality returns and allowances $  per ton.





	17.  	(5 pts) Goal related to new boiler completion.





Concrete and Aggregates Companies





	18.  	(10 pts) Goal related to new mining equipment for Western
Aggregates.






	19.  	(10 pts) Goal related to CER proposal to increase production
capacity at Centex Materials Buda quarry.





Safety — All Companies





	20.  	(20 pts) Goal related to safety.





Total 260 pts








The number of points to be used in Section 2(b) of this Agreement to determine the vesting
percentage shall be the total number of points achieved under this Exhibit B (as determined by this
Committee in accordance with Section 2(b) hereof) divided by 2.6.





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