amended or adjusted to include or exclude components of any Performance Measure, including, without limitation, foreign exchange gains and losses, asset writedowns, acquisitions and divestitures,
change in fiscal year, unbudgeted capital expenditures, special charges such as restructuring or impairment charges, debt refinancing costs, extraordinary or noncash items, unusual, infrequently occurring, nonrecurring or one-time events affecting the Company or its financial statements or changes in law or accounting principles. Performance Measures shall be subject to such other special rules and conditions as the Committee may
establish at any time.
Performance Period shall mean any period designated by the Committee during which
(i) the Performance Measures applicable to an award shall be measured and (ii) the conditions to vesting applicable to an award shall remain in effect.
Prior Plan shall mean the Eagle Materials Inc. Amended and Restated Incentive Plan, as amended and restated as of
August 7, 2013, and as thereafter amended.
Restricted Stock shall mean shares of Common Stock which are
subject to a Restriction Period and which may, in addition thereto, be subject to the attainment of specified Performance Measures within a specified Performance Period.
Restricted Stock Award shall mean an award of Restricted Stock under this Plan.
Restricted Stock Unit shall mean a right to receive one share of Common Stock or, in lieu thereof, the Fair Market
Value of such share of Common Stock in cash, which shall be contingent upon the expiration of a specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified Performance Measures within a specified
Performance Period.
Restricted Stock Unit Award shall mean an award of Restricted Stock Units under this Plan.
Restriction Period shall mean any period designated by the Committee during which (i) the Common Stock
subject to a Restricted Stock Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or the Agreement relating to such award, or (ii) the conditions to vesting
applicable to a Restricted Stock Unit Award or Other Stock Award shall remain in effect.
SAR shall mean a stock
appreciation right which may be a Free-Standing SAR or a Tandem SAR.
Stock
Award shall mean a Restricted Stock Award, Restricted Stock Unit Award or Other Stock Award.
Subsidiary shall mean any corporation, limited liability company, partnership, joint venture or similar entity in
which the Company owns, directly or indirectly, an equity interest possessing 50% or more of the combined voting power of the total outstanding equity interests of such entity.
Substitute Award shall mean an award granted under this Plan upon the assumption of, or in substitution for,
outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, including a merger, combination, consolidation or acquisition of property or stock; provided, however, that in no
event shall the term Substitute Award be construed to refer to an award made in connection with the cancellation and repricing of an option or SAR.
Tandem SAR shall mean an SAR which is granted in tandem with, or by reference to, an option (including a
Nonqualified Stock Option granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender for cancellation of all or a portion of such option, shares of Common Stock (which may be
Restricted Stock) or, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of shares of
Common Stock subject to such option, or portion thereof, which is surrendered.
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