Exhibit
10.6
RESTRICTED STOCK
AGREEMENT
Eagle Materials Inc., a Delaware
corporation (the “ Company ”), and the Mark V.
Dendle (the “ Grantee ”) hereby enter into this
Restricted Stock Award Agreement (the “ Agreement
”) in order to set forth the terms and conditions of the
Company’s award (the “ Award ”) to the
Grantee of certain shares of Common Stock of the Company granted to
the Grantee on June 10, 2008 (the “ Award Date
”).
1. Award . The Company hereby
awards to the Grantee 15,000 shares of Common Stock of the Company
(the “ Shares ”).
2. Relationship to the Plan .
The Award shall be subject to the terms and conditions
of:
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(a)
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the Eagle
Materials Inc. Incentive Plan, as amended and restated (the “
Plan ”);
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(c)
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such
administrative interpretations of the Plan, if any, as may be in
effect on the date of this Agreement.
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3. Vesting .
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(a)
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Vesting
Schedule . The
Grantee’s interest in the Shares shall vest on the date
designated (a “ Vesting Date ”) in accordance
with the following vesting schedule (the “ Vesting
Schedule ”):
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Shares
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June 10, 2009
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2,143
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June 10, 2010
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2,143
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June 10, 2011
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2,143
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June 10, 2012
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2,143
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June 10, 2013
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2,143
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June 10, 2014
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2,143
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June 10, 2015
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2,142
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Total
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15,000
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(b)
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Restrictions . The period beginning on the Award Date and
ending on the date immediately preceding the Vesting Date for a
Share shall be known as the restriction period (the
“Restriction Period”). During the Restriction Period,
the Grantee may not sell, transfer, pledge, exchange, hypothecate,
or otherwise dispose of any Unvested Shares or any right or
interest related to such Unvested Shares, other than as required by
the Grantee’s will or beneficiary designation, in accordance
with the laws of descent and distribution or by a qualified
domestic relations order.
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(c)
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Cancellation
Right . Except as
otherwise expressly provided by this Agreement, in the event
Grantee’s employment by the Company and all of its Affiliates
terminates (for reasons other than death or Disability), the
Company shall have the right to cancel any or all Shares in which
Grantee’s interest remains unvested (the “ Unvested
Shares ”) as of the date of such termination (the “
Termination Date ”) without payment of any additional
consideration (the “ Cancellation Right ”). The
Cancellation Right shall be effective for the duration of a 90-day
period commencing on the Termination Date (the “
Cancellation Period ”). The Company shall exercise
such Cancellation Right by delivering written notice to the Grantee
of the cancellation of a specified number of Unvested Shares (the
“ Cancellation Notice ”). The Cancellation
Notice shall be provided prior to the expiration of the
Cancellation Period and the cancellation of the Unvested Shares
shall be effective immediately upon the delivery of the
Cancellation Notice without any further action on the part of the
Grantee. Upon receipt of the Cancellation Notice, Grantee shall
promptly deliver or cause to be delivered to the Company the
certificates (if any) representing the cancelled Shares; provided,
however, that notwithstanding the foregoing, failure to deliver
such certificates shall neither prevent nor limit the effectiveness
of the cancellation. The Cancellation Right shall terminate and
cease to be exercisable by the Company on the last day of the
Cancellation Period.
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(d)
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Death or
Disability . In the event
Grantee’s employment by the Company and all of its Affiliates
terminates by reason of death or Disability, any Unvested Shares
shall not be forfeited (or subject to cancellation under
(c) above), but the restrictions with respect to such Unvested
Shares shall continue to lapse in accordance with the vesting
schedule set forth in this Section 3 hereof as though Grantee
had remained employed by the Company or any of its Affiliates for a
period of two (2) years following such termination. Any such
Unvested Shares which remain unvested at the end of such two-year
period shall be cancelled and forfeited at the expiration of such
two-year period.
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4. Change-in-Control . The
restrictions set forth above shall lapse with respect to any
Unvested Shares and this Award shall become fully vested without
regard to the limitations set forth in Section 3 above,
provided that the Grantee has been in continuous employment with
the Company or any of its Affiliates since the Award Date upon the
occurrence of a Change in Control (as defined in
Exhibit A to this Agreement), 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 Section 4. Upon a
Change in Control, 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.
5. Stockholder Rights . Until
such time as any of the Unvested Shares are forfeited, the Grantee
shall have all the rights of a stockholder with respect to the
Unvested Shares, including without limitation, the right to vote
the Unvested Shares and the right to receive any cash dividends
declared and paid thereon, subject to the restrictions contained in
this Agreement and the Plan.
6. Capital Adjustments and
Corporate Events . If, from time to time during the term of the
Restriction Period, there is any capital adjustment affecting the
outstanding Common Stock as a class without the Company’s
receipt of consideration, the Unvested Shares shall be adjusted in
accordance with the provisions of Section 16 of the Plan. Any
and all new, substituted or additional securities to which the
Grantee may be entitled by reason of the Grantee’s ownership
of the Unvested Shares hereunder because of a capital adjustment
shall be immediately subject to the restrictions set forth herein
and included thereafter as “Unvested Shares” for
purposes of this Agreement.
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7. Refusal to Transfer
.
The Company shall not be
required:
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(a)
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to transfer on
its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Agreement or the
Plan; or
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(b)
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to treat such
purchaser or other transferee as owner of such Shares, accord such
purchaser or other transferee the right to vote; or pay or deliver
dividends or other distributions to such purchaser or other
transferee with respect to such Shares.
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8. Legends . If the Shares
are certificated, the certificate or certificates evidencing the
Unvested Shares, if any, issued hereunder shall be endorsed with
the following legend:
THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AND, ACCORDINGLY,
MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY
MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF THAT
CERTAIN RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE
ORIGINAL HOLDER OF THESE SHARES. A COPY OF SUCH AGREEMENT IS
MAINTAINED AT THE ISSUER’S PRINCIPAL CORPORATE
OFFICES.
9. Tax Consequences . The
Grantee has reviewed with the Grantee’s own tax advisors the
federal, state, and local tax consequences of this investment and
the transactions contemplated by this Agreement. The Grantee is
relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. The Grantee
understands that the Grantee (and not the Company) shall be
responsible for the Grantee’s own tax liability that may
arise as a result of the transactions contemplated by this
Agreement. The Grantee understands that Section 83 of the Code
taxes as ordinary income the difference between the purchase price,
if any, for the Shares and the Fair Market Value of the Shares as
of the date any restrictions on the Shares lapse. In this context,
“restriction” includes (a) the restrictions
imposed during the Restriction Period and (b) the right of the
Company to repurchase the Unvested Shares. The Grantee understands
that the Grantee may elect to be taxed at the time the Shares are
awarded rather than when and as the restricti
