EAGLE MATERIALS INC. INCENTIVE PLAN (Amendment Dated July 19, 2012)

EX-10.9 7 d412938dex109.htm AMENDMENT TO INCENTIVE PLAN DATED JULY 19, 2012 Amendment to Incentive Plan dated July 19, 2012

Exhibit 10.9

EAGLE MATERIALS INC.

INCENTIVE PLAN

(Amendment Dated July 19, 2012)

The Eagle Materials Inc. Incentive Plan as amended and restated on August 5, 2010 (the “Plan”) is hereby amended as follows:

 

  1. Section 12 of the Plan in amended and restated in its entirety as follows:

12. Option Exercise. The Grant Price shall be paid in full at the time of exercise in cash or, if permitted by the Committee and elected by the optionee, the optionee may purchase such shares by means of tendering Common Stock or surrendering another Award, including Restricted Stock or any combination thereof. The Committee shall determine acceptable methods for Participants to tender Common Stock or other Awards. The Committee may provide for procedures to permit the exercise or purchase of such Awards by use of the proceeds to be received from the sale of Common Stock issuable pursuant to an Award. Unless otherwise provided in the applicable Award Agreement, in the event shares of Restricted Stock are tendered as consideration for the exercise of an Option, a number of the shares issued upon the exercise of the Option, equal to the number of shares of Restricted Stock used as consideration therefor, shall be subject to the same restrictions as the Restricted Stock so submitted as well as any additional restrictions that may be imposed by the Committee. The Committee may adopt additional rules and procedures regarding the exercise of Options from time to time, provided that such rules and procedures are not inconsistent with the provisions of this paragraph.

An optionee desiring to pay the Grant Price of an Option by tendering Common Stock using the method of attestation may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value in which case the Corporation shall issue or otherwise deliver to the optionee upon such exercise a number of shares of Common Stock subject to the Option equal to the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the Grant Price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option, and the optionee may retain the shares of Common Stock the ownership of which is attested.

2. Except as expressly modified and amended in this Amendment, the remaining terms and conditions of the Agreement shall remain in full force and effect and shall not be deemed modified, amended, revoked or changed in whole or in part. The terms and conditions of the Agreement are incorporated herein by reference and made a part hereof.