Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 9, 2006
Eagle Materials Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
1-12984 (Commission File Number) |
75-2520779 (IRS Employer Identification No.) |
||
| 3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas |
75219 | |||
| (Address of principal executive offices) |
(Zip code) | |||
Registrant’s telephone number including area code: (214) 432-2000
Not Applicable
(Former name or former address if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement
On
May 9, 2006, the Compensation Committee of the Board of Directors of Eagle Materials
Inc., a Delaware corporation, approved certain compensation arrangements set forth below with the
persons (the “Named Officers”) who are anticipated to be listed in the Summary Compensation Table
in the Proxy Statement for the Company’s 2006 Annual Meeting of Stockholders.
Base Salary for Fiscal 2007
The annual base salary levels for Named Officers for Fiscal Year 2007 are: Steven R. Rowley,
President and Chief Executive Officer ($650,000); Arthur R. Zunker, Jr., Senior Vice
President-Finance and Treasurer ($250,000); David B. Powers, Executive Vice President-Gypsum
($300,000); Gerald J. Essl, Executive Vice President-Cement/Concrete and Aggregates ($275,000); and
James H. Graass, Executive Vice President, General Counsel and Secretary ($280,000).
Annual Incentive Compensation for Fiscal 2007
The Compensation Committee approved the Eagle Materials Inc. Salaried Incentive Compensation
Program for Fiscal 2007 (the “Eagle Plan”). A copy of the Eagle Plan is attached to this Report as
Exhibit 10.1. Under the terms of the Eagle Plan, a pool of 1.2% of the Company’s earnings
before interest and taxes for fiscal 2007 is available to pay annual bonuses to participating
officers, subject to reduction based on individual performance in fiscal 2007. The Compensation
Committee also determined the applicable percentage of the bonus pool available for payment of the
annual bonus to Mr. Rowley (40%), and the other Named Officers participating in the Eagle Plan (Mr.
Zunker — 20% and Mr. Graass — 15%).
The remaining Named Officers (Mr. Essl and Mr. Powers) participate in subsidiary incentive
compensation plans pursuant to which a percentage of the operating earnings of the applicable
subsidiary (or group of subsidiaries) is available for payment of bonuses to the participating
employees. Mr. Essl participates in the Eagle Materials Inc. Cement Companies Salaried Incentive
Compensation Program for Fiscal 2007 (a copy which is attached to this Report as Exhibit
10.2) and the Eagle Materials Inc. Concrete and Aggregates Companies Salaried Incentive
Compensation Program for Fiscal 2007 (a copy of which is attached to this Report as Exhibit
10.3). In the plans in which Mr. Essl participates, the Compensation Committee approved the
percentage of operating earnings of each of the Company’s cement
and concrete/aggregates
subsidiaries for fiscal 2007 which is available for payment of bonuses to participating employees
(2.25%) and the percentage of such bonus pool available for payment to Mr. Essl at the end of
fiscal 2007 (22%), subject to reduction based on Mr. Essl’s individual performance. Mr. Powers
participates in the American Gypsum Company Salaried Incentive Compensation Program for Fiscal 2007
(a copy which is attached to this Report as Exhibit 10.4). In the case of Mr. Powers, the
Compensation Committee approved the percentage of American Gypsum’s operating earnings available
for payment of annual bonuses to participating American Gypsum employees (2.25%) and the percentage
of such bonus pool available for payment to Mr. Powers at the end of Fiscal 2007 (22%), subject to
reduction based on Mr. Powers individual performance.
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Stock Option and Restricted Stock Unit Grants
The
Compensation Committee also made stock option and restricted stock
unit (“RSU”) grants to the
Named Officers under the Eagle Materials Inc.’s Incentive Plan,
as amended, covering the following
number of shares of the Company’s Common Stock.
| Stock | ||||||||
| Options | RSUs | |||||||
Mr. Rowley |
17,794 | 8,972 | ||||||
Mr. Powers |
5,662 | 2,855 | ||||||
Mr. Essl |
5,662 | 2,855 | ||||||
Mr. Zunker |
4,044 | 2,039 | ||||||
Mr. Graass |
4,044 | 2,039 | ||||||
Stock Options. The vesting of the stock options is subject to the Company’s
achievement of certain earnings and strategic execution goals. In particular, 66-2/3% of the stock
options vest based on the Company’s three-year average earnings
before interest and taxes, measured
at the end of each of fiscal 2007, 2008 and 2009. Such options may vest in whole or in part at the
end of any of these fiscal years, but any portion not vested at the
end of fiscal 2009 shall be forfeited.
In addition, 33-1/3% of the stock options vest based on certain strategic execution goals achieved
during fiscal 2007. A summary of these strategic execution goals is attached to this Report as
Exhibit 10.5. Any portion of such options not vested at the end of fiscal 2007 shall be forfeited.
Once vested, the stock options become exercisable 1/3 immediately and 1/3 on each of the first and
second anniversaries of vesting.
RSUs. The vesting of the RSUs is subject to the Company’s achievement of certain
operational goals and strategic execution goals. In particular, 66-2/3% of the RSUs vest based on
certain operational excellence goals and 33-1/3% of the RSUs vest based on the same strategic
execution goals used for the stock options described above. A summary of the Operational
Excellence Goals is attached to this Report as Exhibit 10.6. Any portion of such RSUs not
vested at the end of fiscal 2007 shall be forfeited. Once vested, the RSUs become payable 1/3
immediately and 1/3 on each of the first and second anniversaries of vesting.
Item 9.01 Financial Statements and Exhibits
| Exhibit | ||
| Number | Description | |
10.1
|
Eagle Materials Inc. Salaried Incentive Compensation Program for Fiscal 2007 | |
10.2
|
Eagle Materials Inc. Cement Companies Salaried Incentive Compensation Program for Fiscal 2007 | |
10.3
|
Eagle Materials Inc. Concrete and Aggregates Salaried Incentive Compensation Program for Fiscal 2007 | |
10.4
|
American Gypsum Company Salaried Incentive Compensation Program Fiscal 2007 | |
10.5
|
Strategic Execution Goals for Fiscal 2007 | |
10.6
|
Operational Excellence Goals for Fiscal 2007 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EAGLE MATERIALS INC. | ||
| By: | /s/ Arthur R.
Zunker, Jr. Name: Arthur R. Zunker, Jr. Title: Senior Vice President–Finance and Treasurer |
|
Date: May 15, 2006
EXHIBIT
10.1
EAGLE MATERIALS INC.
SALARIED INCENTIVE COMPENSATION PROGRAM
FOR FISCAL YEAR 2007
SALARIED INCENTIVE COMPENSATION PROGRAM
FOR FISCAL YEAR 2007
1. Purpose
The purpose of the Eagle Materials Inc. Salaried Incentive Compensation Program for Fiscal
Year 2007 (the “Plan”) is to establish an incentive bonus program which: (i) focuses on the
performance of Eagle Materials Inc. (the “Company”) as well as individual performance; and (ii)
aligns the interest of participants with those of the Company’s shareholders. The Plan is adopted
by the Compensation Committee of the Board of Directors (the “Committee”) under the structure of
the Company’s Incentive Plan (the “Plan”) and is subject to all the term and condition of such
Incentive Plan. The Plan shall be in effect for the fiscal year ending March 31, 2007.
2. Eligibility
The Company’s Chief Executive Officer (the “CEO”) and his direct reports are eligible to
participate in the Plan. The CEO may also include in the Plan additional exempt salaried employees
at the corporate level of the Company.
Participants must be an exempt salaried manager or professional. No hourly or non-exempt
employee may participate. Participants in the Plan may not participate in any other Company
incentive plan providing for monetary awards, except for the Eagle Materials Long Term Compensation
Program and the Eagle Materials Special Situation Program.
3. Bonus Pool
For Fiscal Year 2007 1.2% of the Company’s earnings before interest and taxes (“EBIT”) will
fund the corporate bonus pool.
To ensure reasonableness and affordability, available funds for bonus payments under the Plan
are to be determined as a percentage of EBIT of the Company. The actual percentage may vary from
year to year as recommend by the CEO and approved by the Committee.
Participants must be employed at fiscal year-end to be eligible for any bonus award. Awards
may be adjusted for partial year participation for participants who enter the program during a
fiscal year.
4. Allocation of Corporate Pool
At the beginning of the fiscal year goals and objectives shall be established for each
participant. The actual bonus award paid at the end of the fiscal year shall be based on the
individual participant’s performance relative to the previously established goals and objectives.
1
Except with respect to the CEO, each participant’s allocated percentage of the corporate pool,
his/her goals and objectives and his/her individual performance relative to the goals and
objectives (and bonus award) shall be determined by the recommendation of the CEO and subject to
the approval of the Committee. The CEO’s allocated percentage of the corporate pool, his/her goals
and objectives and his/her individual performance (and bonus award) shall be established by the
Committee. For each participant, the maximum annual bonus award opportunity is represented by the
percentage of the corporate pool assigned to such participant.
5. Goals and Objectives
The goals and objectives to be used for participants in the Plan may be comprised of objective
and subjective criteria and should generally have a broader scope than the goals and objectives for
subsidiary companies. However, at the same time the goals must also contain specific criteria
regarding execution that links subsidiary company performance to corporate performance. By way of
example and not limitation, these goals and objectives could focus on operational criteria, the
interaction between corporate and subsidiaries as a way of gauging the successful execution of
business plans, strategic execution criteria, criteria relating to shareholder alignment and
investor relations, interaction and communication with the board, performance relative to the
responsibilities associated with being publicly traded company, organizational development and
leadership skills.
6. Plan Administration
The Plan shall be administered by the Committee, which shall have full and exclusive power to
interpret this Plan and to adopt such rules, regulations and guidelines for carrying out this Plan
as it may deem necessary or appropriate in its sole discretion. All decisions of the Committee
shall be binding and conclusive on the participants. The Committee shall determine all terms and
conditions of the bonus awards.
No member of the Committee shall be liable for anything done or omitted to be done by him or
by any member of the Committee in connection with the performance of any duties under this Plan,
except for his own willful misconduct or as expressly provided by statute.
7. No Employment Guaranteed
No provision of this Plan hereunder shall confer any right upon any executive officer to
continued employment.
8. Governing Law
This Plan and all determinations made and actions taken pursuant hereto, shall be governed by
and construed in accordance with the laws of the State of Texas, without reference to any conflicts
of law principles thereof that would require the application of the laws of another jurisdiction.
2
EXHIBIT 10.2
EAGLE MATERIALS INC.
CEMENT COMPANIES
SALARIED INCENTIVE COMPENSATION PROGRAM
FOR FISCAL YEAR 2007
CEMENT COMPANIES
SALARIED INCENTIVE COMPENSATION PROGRAM
FOR FISCAL YEAR 2007
1. Bonus Pool
To insure reasonableness and affordability the available funds for bonus payments are
determined as a percent of earnings of the cement companies of Eagle Materials Inc. The actual
percentage may vary from year to year.
For Fiscal Year 2007 bonus pool funding from the subsidiary companies will be 2.25% of each
company’s operating profit.
Participants must be employed at fiscal year-end to be eligible for any bonus award. Awards
may be adjusted for partial year participation for participants added during a year.
Eagle Materials CEO retains the final right of interpretation and administration of the plan
and to amend or terminate the plan at any time.
2. Eligibility
The Eagle Materials Cement EVP, the subsidiary company Presidents, and his/her direct reports
will be in the plan. Additional participants who have management responsibilities or are in a
professional capacity that can measurably impact earnings may be recommended by subsidiary company
presidents subject to the approval of the Eagle Materials Cement EVP and the Eagle Materials CEO.
The addition of new participants will not affect the total pool available but will in effect dilute
the potential bonuses of the original participants.
Participants must be an exempt salaried manager or professional. No hourly or non-exempt
employee may participate. Participants in this plan may not participate in any other company
incentive plan with monetary awards, except for the Cement Companies’ Long Term Compensation
program, the Eagle Materials Long Term Compensation Program and the Eagle Materials Special
Situation Program.
3. Allocation of Pool
The subsidiary company Presidents will be eligible for 20% — 30% of the pool. The subsidiary
company Presidents will recommend the distribution of the remainder of the company pool. The
participants in the plan and their percentage of the pool will require approval of the Eagle
Materials Cement EVP and Eagle Materials CEO at the beginning of the fiscal year for which the
bonus is being earned. For example:
1
| Participant | % of Pool Available | |||
Company President |
27 | % | ||
Plant Manager |
15 | % | ||
Vice President, Sales |
13 | % | ||
Vice President, Finance |
9 | % | ||
Production Manager |
7 | % | ||
Maintenance Manager |
7 | % | ||
Executive Vice President |
22 | % | ||
Total |
100 | % | ||
The subsidiary company President’s bonus opportunity will be 50% specific, objective goals and
50% discretionary as determined by Eagle Materials Cement EVP taking into consideration overall job
performance and compliance with Eagle Materials Policies and Code of Ethics. All participants in
the plan must have the ability to significantly affect the performance of the subsidiary company by
achieving measurable, quantifiable, objectives. The subsidiary company Presidents will determine
the objective and discretionary balance of bonus opportunities for the participants in their
companies, subject to approval by Eagle Materials Cement EVP and Eagle Materials CEO.
4. Objective Criteria
Objective setting is essential to an effective incentive compensation plan and should be
measurable and focus on areas that have meaningful impact on our operational performance. Having
selected objectives, it is also important to establish a reference point for that objective which
indicates expected performance.
In addition to consideration of the budget plan as a reference, we will consider historic
performance of a facility, equipment design standards, industry standards, comparable values from
other companies or like situations and any other qualified source or establishing reference points
or basis for determining performance.
To illustrate the need for the selection of an objective, the reference point and how
performance deviation from the reference is judged, take safety, for example. Let’s suppose a
company plans 0 lost time accidents, which is reasonable to plan. If they have 1 lost time
accidents, is the performance a total failure, poor, fair or reasonable? If they have 2 lost time
accidents, is the performance unacceptable, poor, fair or reasonable? From this information it
would be difficult to assess their overall safety performance. We could give consideration to the
number of incidents requiring doctor’s treatment. We could include an evaluation of worker’s
compensation claims or dollars spent. As an alternative to these, we could use industry statistics
available from an authoritative source such as MSHA or PCA which show accident frequency and
severity ratio for comparable facilities. We could establish a mean or average as our reference
point, based on accident frequency and severity, and agree to a bonus adjustment according to our
percentile ranking with comparable industry.
Another example might be the case of a kiln chain system that is allowed to deteriorate. This
would tend to lower thermal efficiency and clinker production rate, but
2
could increase kiln available hours because we didn’t take the necessary down time to repair the
chain system. A plan built on this premise might have TPH clinker production and BTU per ton
statistics lower than historical performance but kiln up time shown as higher. Rather than using
plan as the reference point for these criteria, we might use historical performance for TPH
clinker, BTU/ton and a combination of historical and industry average for kiln up time. The intent
would be to cause a focus on the issue of not deferring maintenance.
Because our basic products are commodities, the level of prices in a given market area are
established by supply and demand over which local management has little control. Through price
leadership, local management can affect prices in a small range around supply-demand equilibrium.
Accordingly, one of the performance criteria might still be pricing but this does not indicate that
an overall bad or good market is itself a performance indicator of local management. For bonus
purposes, they should neither be penalized nor rewarded for the general economic conditions.
Fixed assets is another area over which local management exercises limited control. Each
manager basically has to work with the fixed assets he is assigned. Local management can exercise
considerable control over current assets such as receivables and
inventory but, as a heavily
capitalized industry with limited transportability, local management essentially has to do the best
they can with the PP&E they are assigned.
Typical examples for consideration:
| • | Sales |
| • | Volumes, tons | ||
| • | Mill nets |
| • | Gross Margins | ||
| • | Accuracy of monthly reprojections | ||
| • | Production costs | ||
| • | Terminal Expenses | ||
| • | Controlling capital projects | ||
| • | Safety | ||
| • | Housekeeping & Appearance | ||
| • | Production — Efficiency |
| • | Clinker tons per hour | ||
| • | Cement tons per hour | ||
| • | BTU’s per ton of clinker | ||
| • | % utilization on kiln |
| • | Productivity |
| • | Clinker tons per year | ||
| • | Cement tons per year |
| • | Overhead Cost |
| • | T & E | ||
| • | Bad debt expense |
| • | Working capital — |
| • | Reducing spare parts inventory | ||
| • | Receivables — stated as DSO |
3
| • | Inventory R&O, raw materials, fuel, payables or process |
| • | Quality — |
| • | Cement uniformity, specific product application | ||
| • | Clinker standard deviation |
| • | Long-term planning |
| • | Reserves | ||
| • | Environmental compliance | ||
| • | Maintenance — protection of assets |
| • | Personnel |
| • | Organization | ||
| • | Training | ||
| • | Replacement | ||
| • | Union relations |
| • | Other profits |
| • | Sale of surplus assets | ||
| • | Lease or rental income |
5. Measuring Performance
At the close of the fiscal year each subsidiary company President will review the performance
of the company versus the objectives submitted at the beginning of the year and recommend to Eagle
Materials Cement EVP distribution of the bonus pool to the participants. Distribution of the bonus
pool requires approval of both Eagle Materials EVP and CEO.
Any portion of the Company Operating Pool not paid out (unearned) or forfeited will be added
to the SSP at Corporate.
At any time during the fiscal year each cement company President may also recommend to the
Eagle Materials Cement EVP and CEO an SSP award to recognize outstanding individual performances.
4
EXHIBIT
10.3
EAGLE MATERIALS INC.
CONCRETE and AGGREGATES COMPANIES
SALARIED INCENTIVE COMPENSATION PROGRAM
FOR FISCAL YEAR 2007
CONCRETE and AGGREGATES COMPANIES
SALARIED INCENTIVE COMPENSATION PROGRAM
FOR FISCAL YEAR 2007
1. Bonus Pool
To insure reasonableness and affordability the available funds for bonus payments are
determined as a percent of earnings of Eagle Materials Inc.’s concrete and aggregate companies.
The actual percentage may vary from year to year.
For Fiscal Year 2007 bonus pool funding from the concrete and aggregate companies will be
2.25% of each company’s operating profit.
Participants must be employed at fiscal year-end to be eligible for any bonus award. Awards
may be adjusted for partial year participation for participants added during a year.
Eagle Materials CEO retains the final right of interpretation and administration of the plan
and to amend or terminate the plan at any time.
2. Eligibility
The Eagle Materials Concrete and Aggregate EVP, the subsidiary company Presidents, V.P. Sales
and Plant Managers will be in the plan. Additional participants who have management
responsibilities or are in a professional capacity that can measurably impact earnings may be
recommended by subsidiary company presidents subject to the approval of the Eagle Materials
Concrete and Aggregate EVP and Eagle Materials CEO. The addition of new participants will not
affect the total pool available but will in effect dilute the potential bonuses of the original
participants.
Participants must be an exempt salaried manager or professional. No hourly or non-exempt
employee may participate. Participants in this plan may not participate in any other company
incentive plan with monetary awards, except for the Concrete and Aggregate Companies’ Long Term
Compensation Program, the Eagle Materials Long Term Compensation Program and the Eagle Materials
Special Situation Program.
3. Allocation of Pool
The subsidiary company Presidents will be eligible for 20% — 40% of the pool. The subsidiary
company Presidents will recommend the distribution of the remainder of the company pool. The
participants in the plan and their percentage of the pool will require approval of the Eagle
Materials Concrete and Aggregate EVP and Eagle Materials CEO at the beginning of the fiscal year
for which the bonus is being earned.
1
The subsidiary company President’s bonus opportunity will be 50% specific, objective goals and
50% discretionary as determined by Eagle Materials Concrete and Aggregate EVP taking into
consideration overall job performance and compliance with Eagle Materials Policies and Code of
Ethics. All participants in the plan must have the ability to significantly affect the performance
of the subsidiary company by achieving measurable, quantifiable, objectives. The subsidiary
company Presidents will determine the objective and discretionary balance of bonus opportunities
for the participants in their companies subject to approval by Eagle Materials Concrete and
Aggregate EVP and Eagle Materials CEO.
4. Objective Criteria
Objective setting is essential to an effective incentive compensation plan and should be
measurable and focus on areas that have meaningful impact on our operational performance. Having
selected objectives, it is also important to establish a reference point for that objective which
indicates expected performance.
In addition to consideration of the budget plan as a reference, we will consider historic
performance of a facility, equipment design standards, industry standards, comparable values from
other companies or like situations and any other qualified source or establishing reference points
or basis for determining performance.
To illustrate the need for the selection of an objective, the reference point and how
performance deviation from the reference is judged, let’s look at safety as an example. Let’s
suppose a company plans 0 lost time accidents, which is reasonable to plan. If they have 1 lost
time accidents, is the performance a total failure, poor, fair or reasonable? If they have 2 lost
time accidents, is the performance unacceptable, poor, fair or reasonable? From this information
it would be difficult to assess their overall safety performance. We could give consideration to
the number of incidents requiring doctor’s treatment. We could include an evaluation of worker’s
compensation claims or dollars spent. As an alternative to these, we could use industry statistics
available from an authoritative source such as MSHA or OSHA which show accident frequency and
severity ratio for comparable facilities. We could establish a mean or average as our reference
point, based on accident frequency and severity, and agree to a bonus adjustment according to our
percentile ranking with comparable industry.
Because our basic products are commodities the level of prices in a given market area are
established by supply and demand over which local management has little control. Through price
leadership, local management can affect prices in a small range around supply-demand equilibrium.
Accordingly, one of the performance criteria might still be pricing but this does not indicate that
an overall bad or good market is itself a performance indicator of local management. For bonus
purposes, they should neither be penalized nor rewarded for the general economic conditions.
Fixed assets is another area over which local management exercises limited control. Each
manager basically has to work with the fixed assets he is assigned. Local management can exercise
considerable control over current assets such as receivable and
2
inventory but, as a heavily capitalized industry with limited transportability, local management
essentially has to do the best they can with the PP&E they are assigned.
Typical examples for consideration:
| • | Sales |
| • | Volumes – cubic yards, tons | ||
| • | Price – cubic yards, tons |
| • | Costs |
| • | Per yard of dry materials | ||
| • | Per ton of aggregates (produced) | ||
| • | Maintenance per cubic yard | ||
| • | Delivery per cubic yard |
| • | Gross margins | ||
| • | Accuracy of monthly reprojections | ||
| • | Safety | ||
| • | Housekeeping & Appearance Production — Efficiency |
| • | Concrete yards per truck | ||
| • | Concrete yards per batch plant | ||
| • | % utilization of dry/wet plants |
| • | Productivity |
| • | Man hours per concrete yard — plant | ||
| • | Man hours per concrete yard — delivery | ||
| • | Aggregates — TPH |
| • | Overhead Cost |
| • | T & E | ||
| • | Bad debt expense |
| • | Working capital — |
| • | Receivables — stated as DSO | ||
| • | Inventory R&O, raw materials, fuel, payables or process |
| • | Quality — Uniformity, specific product application | ||
| • | Long-term planning |
| • | Reserves | ||
| • | Environmental compliance | ||
| • | Maintenance — protection of assets |
| • | Personnel |
| • | Organization | ||
| • | Training | ||
| • | Union relations |
| • | Other profits |
| • | Associated business lines | ||
| • | Sale of surplus assets | ||
| • | Lease or rental income |
3
5. Measuring Performance
At the close of the fiscal year each subsidiary company President will review the performance
of the company versus the objectives submitted at the beginning of the year and recommend to Eagle
Materials Concrete and Aggregate EVP distribution of the pool to the participants. Distribution of
the pool requires approval of both Eagle Materials Concrete and Aggregate EVP and Eagle Materials
CEO.
Any portion of the Company Operating Pool not paid out (unearned) or forfeited will be added
to the SSP at Corporate.
At anytime during the fiscal year each concrete and aggregate company President may also
recommend to the Eagle Materials Concrete and Aggregate EVP and CEO an SSP award to recognize
outstanding individual performances.
4
EXHIBIT 10.4
EAGLE MATERIALS INC.
AMERICAN GYPSUM COMPANY
SALARIED INCENTIVE COMPENSATION PROGRAM
FOR FISCAL YEAR 2007
AMERICAN GYPSUM COMPANY
SALARIED INCENTIVE COMPENSATION PROGRAM
FOR FISCAL YEAR 2007
1. Bonus Pool
To insure reasonableness and affordability the available funds for bonus payments are
determined as a percent of earnings of American Gypsum Company. The actual percentage may vary
from year to year.
For Fiscal Year 2007 bonus pool funding will be 2.25% of American Gypsum Company’s operating
profit.
Participants must be employed at fiscal year-end to be eligible for any bonus award. Awards
may be adjusted for partial year participation for participants added during a year.
Eagle Materials CEO retains the final right of interpretation and administration of the plan
and to amend or terminate the plan at any time.
2. Eligibility
The American Gypsum Company President, Vice Presidents and Plant Mangers will be in the plan.
Additional participants who have management responsibilities or are in a professional capacity that
can measurably impact earnings may be recommended by American Gypsum Company President subject to
the approval of the Eagle Materials CEO. The addition of new plan participants will not affect the
total pool available but will in effect dilute the potential bonuses of the original participants.
Participants must be an exempt salaried manager or professional. No hourly or non-exempt
employee may participate. Participants in this plan may not participate in any other company
incentive plan with monetary awards, except for American Gypsum Company’s Long Term Compensation
Program, the Eagle Materials Long Term Compensation Program and the Eagle Materials Special
Situation Program.
3. Allocation of Pool
The American Gypsum Company President will be eligible for 20% — 25% of the pool. The American
Gypsum Company President will recommend the distribution of the remainder of the company pool. The
participants in the plan and their percentage of the pool will be approved by the Eagle Materials
CEO at the beginning of the fiscal year for which the bonus is being earned. For example:
1
| Participant | % of Pool Available | |||
Company President |
22 | % | ||
Vice Presidents |
34 | % | ||
Plant Managers |
20 | % | ||
Other Participants (Directors, Superintendents) |
24 | % | ||
Total |
100 | % | ||
The American Gypsum Company President’s bonus opportunity will be 50% objective goals and 50%
discretionary as determined by Eagle Materials CEO taking into consideration overall job
performance and compliance with Eagle Materials Policies and Code of Ethics. All participants in
the plan must have the ability to significantly affect the performance of the subsidiary company by
achieving measurable, quantifiable objectives. The American Gypsum Company President will
determine the objective and discretionary balance of bonus opportunities for the other participants
in this program, subject to approval by the Eagle Materials CEO.
4. Objective Criteria
Objective setting is essential to an effective incentive compensation plan. Objectives should
be measurable and focus on areas that have meaningful impact on our operational performance.
Having selected objectives, it is also important to establish a reference point for that objective
which indicates expected performance.
In addition to consideration of the budget plan as a reference, we will consider historic
performance of a facility, equipment design standards, industry standards, comparable values from
other companies or like situations and any other qualified source or establishing reference points
or basis for determining performance.
To illustrate the need for the selection of an objective, the reference point and how
performance deviation from the reference is judged, let’s look at safety as an example. Let’s
suppose a company plans 0 lost time accidents, which is reasonable to plan. If they have 1 lost
time accidents, is the performance a total failure, poor, fair or reasonable? If they have 2 lost
time accidents, is the performance unacceptable, poor, fair or reasonable? From this information
it would be difficult to assess their overall safety performance. We could give consideration to
the number of incidents requiring doctor’s treatment. We could include an evaluation of worker’s
compensation claims or dollars spent. As an alternative to these, we could use industry statistics
available from an authoritative source such as OSHA or GA which show accident frequency and
severity ratio for comparable facilities. We could establish a mean or average as our reference
point, based on accident frequency and severity, and agree to a bonus adjustment according to our
percentile ranking with comparable industry.
Another example might be the case of a dryer system that is allowed to deteriorate. This
would tend to lower thermal efficiency and line speed, but could increase available hours because
we didn’t take the necessary down time to repair the dryer system. A plan built on this premise
might have production and BTU per MSF
2
statistics lower than historical performance but up time shown as higher. Rather than using plan
as the reference point for these criteria, we might use historical performance for line speed,
BTU/msf and a combination of historical and industry average for up time. The intent would be to
cause a focus on the issue of not deferring maintenance.
Because our basic products are commodities the level of prices in a given market area are
established by supply and demand over which local management has little control. Through price
leadership, local management can affect prices in a small range around supply-demand equilibrium.
Accordingly, one of the performance criteria might still be pricing but this does not indicate that
an overall bad or good market is itself a performance indicator of local management. For bonus
purposes, they should neither be penalized nor rewarded for the general economic conditions.
Fixed assets is another area over which local management exercises limited control. Each
manager basically has to work with the fixed assets he is assigned. Local management can exercise
considerable control over current assets such as receivable and inventory but, as a heavily
capitalized industry with limited transportability, local management essentially has to do the best
they can with the PP&E they are assigned.
Typical objectives that impact earnings include:
| • | Sales |
| • | Volume (total or specific product) | ||
| • | Price | ||
| • | Market share |
| • | Plant Efficiencies |
| • | Waste | ||
| • | Speed | ||
| • | Delay | ||
| • | Fuel usage/msf | ||
| • | Contribution/machine hour |
| • | Production |
| • | Volume | ||
| • | Cost (total or specific component) |
| • | Quality Rating | ||
| • | Environmental Compliance | ||
| • | Managing Capital Projects | ||
| • | Overhead Reduction | ||
| • | Working Capital |
| • | Inventory turns | ||
| • | Receivables |
| • | Long Term Planning |
| • | Gypsum reserves | ||
| • | Maintenance – protection of assets |
| • | Personnel |
| • | Training and development | ||
| • | Turnover rate | ||
| • | Union relations |
3
5. Measuring Performance
At the close of the fiscal year the American Gypsum Company President will review the
performance of the company versus the objectives submitted at the beginning of the year and
recommend the distribution of the pool to the participants. Distribution of the pool requires
approval of the Eagle Materials CEO.
Any portion of the Company Operating Pool not paid out (unearned) or forfeited will be added
to the SSP at Corporate.
At anytime during the fiscal year the American Gypsum Company President may also recommend to
the Eagle Materials CEO an SSP award to recognize outstanding individual performances that
dramatically improved the companies profitability or long term value.
4
EXHIBIT 10.5
EAGLE MATERIALS INC.
FY 2007 STRATEGIC EXECUTION GOALS
FY 2007 STRATEGIC EXECUTION GOALS
Wallboard Companies
| 1. | Goal regarding scheduling and budget of strategic project. | |
| 2. | Goal regarding logistic plan. | |
| 3. | Goal regarding future expansion opportunities. |
Cement Companies
| 1. | Goal regarding scheduling and budget of strategic projects. | |
| 2. | Goal regarding completion of analysis for certain projects. | |
| 3. | Goal regarding future expansion opportunities. |
Paperboard Company
| 1. | Goal regarding product differentiation. |
Concrete and Aggregate Companies
| 1. | Goal regarding scheduling and budget of strategic project. | |
| 2. | Goal regarding expansion project analysis. |
General
| 1. | Goal relating to strategic expansion opportunities. |
EXHIBIT 10.6
EAGLE MATERIALS INC.
FY 2007 OPERATIONAL EXCELLENCE GOALS
FY 2007 OPERATIONAL EXCELLENCE GOALS
Gypsum Companies
| 1. | Goal relating to gypsum wallboard production. | |
| 2. | Goal relating to wallboard product development. | |
| 3. | Goal relating to customer relationships. |
Cement Companies
| 1. | Goals relating to annual production and sales. |
Paperboard Company
| 1. | Goal relating to plant operations. |
Concrete and Aggregates Companies
| 1. | Goal relating to aggregates companies operating and financial performance. | |
| 2. | Goal relating to concrete companies operating and financial performance. |
Safety – All Companies
| 1. | Goal relating to reportable cases. |