EXP 10-K Annual Report March 31, 2018 | Alphaminr
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EXP 10-K Fiscal year ended March 31, 2018

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EAGLE MATERIALS INC
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TABLE OF CONTENTS
Item 1. BusinessItem 1B. Unresolved Staff CommentsItem 4. Mine Safety DisclosuresItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 9A. Controls and ProceduresItem 9B. Other InformationItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesItem 15. Exhibits, Financial Statement Schedules

Exhibits

2.1 Amended and Restated Agreement and Plan of Merger, dated as of November 4,2003, among Centex Corporation, Centex Construction Products, Inc. (now known as Eagle Materials Inc.), and ARG Merger Corporation filed as Exhibit 2.1 to the Companys Current Report on Form 8-K/A filed with the Securities and Exchange Commission (the Commission) on November 12,2003 (File No. 001-12984) and incorporated herein by reference. 2.2 Amended and Restated Distribution Agreement dated as of November 4,2003 between Centex Corporation and Centex Construction Products, Inc. (now known as Eagle Materials Inc.) filed as Exhibit 2.2 to the Companys Current Report on Form 8-K/A filed with the Commission on November 12,2003 (File No. 001-12984) and incorporated herein by reference. 3.1 Restated Certificate of Incorporation filed as Exhibit 3.1 to the Companys Current Report on Form 8-Kfiled with the Commission on April 11, 2006 (File No. 001-12984) and incorporated herein by reference. 3.2 Restated Certificate of Designation, Preferences and Rights of Series A Preferred Stock filed as Exhibit 3.2 to the Companys Current Report on Form 8-K filed with the Commission on April 11,2006 (File No. 001-12984) and incorporated herein by reference. 3.3 Amended and Restated Bylaws filed as Exhibit 3.3 to the Companys Annual Report on Form 10-K for the fiscal year ended March 31,2007, filed with the Commission on May 29,2007 (File No. 001-12984) and incorporated herein by reference. 3.4 Amendment to Amended and Restated Bylaws filed as Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the Commission on November 24,2008 (File No. 001-12984) and incorporated herein by reference. 3.5 Amendment to Amended and Restated Bylaws filed as Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the Commission on February 3,2012 (File No. 001-12984) and incorporated herein by reference. 3.6 Amendment to Amended and Restated Bylaws filed as Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the Commission on August 7,2015 (File No. 001-12984) and incorporated herein by reference. 4.1 Third Amended and Restated Credit Agreement dated as of October 30,2014 among Eagle Materials Inc., the lenders party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent, and the other Lenders party thereto, filed as Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2014, filed with the Commission on November 5,2014 (File No. 001-12984) and incorporated herein by reference. 4.1(a) Amendment No. 1 to Third Amended and Restated Credit Agreement by and among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other Lenders party thereto dated August 10,2015, filed as Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2015, filed with the Commission on October 27,2015 (File No. 001-12984) and incorporated herein by reference. 4.1(b) Amendment No. 2 to Third Amended and Restated Credit Agreement, dated as of August 2,2016, among the Company, the lenders identified therein, and JPMorgan Chase Bank, N.A., as the administrative agent, issuing bank, and swingline lender thereunder, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Commission on August 2,2016 (File No. 001-12984) and incorporated herein by reference. 4.3(a) First Amendment to Note Purchase Agreement (Series2007A) dated September 26,2012 filed as Exhibit 10.3 to the Current Report on Form 8-K/A filed with the Commission on September 27,2012 (File No. 001-12984) and incorporated herein by reference. 4.4 First Supplemental Indenture, dated as of August 2,2016, among Eagle Materials Inc., the guarantor parties identified therein, and The Bank of New York Mellon Trust Company, N.A., filed as Exhibit 4.2 to the Companys Current Report on Form 8-K filed with the Commission on August 2,2016 (File No. 001-12984) and incorporated by reference. 4.5 Form of 4.500% Senior Note due2026 filed as Exhibit 4.3 to the Companys Current Report on Form 8-K filed with the Commission on August 2,2016 (File No. 001-12984) and incorporated herein by reference. 10.2 The Eagle Materials Inc. Amended and Restated Incentive Plan, filed as Exhibit A to the Companys Schedule 14A filed with the Commission on June 21,2013 (File No. 001-12984) and incorporated herein by reference.(1) 10.2(a) Amendment to Amended and Restated Incentive Plan, filed as Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the Commission on July 28, 2017 (File No. 001-12984) and incorporated herein by reference.(1) 10.3 Form of Restricted Stock Unit Agreement for Non-Employee Directors filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Commission on August 1,2006 (File No. 001-12984) and incorporated by reference herein.(1) 10.4 Form of Restricted Stock Agreement, filed as Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30,2008, filed with the Commission on August 8,2008 (File No. 001-12984) and incorporated herein by reference.(1) 10.5 Form of Non-Qualified Stock Option Agreement for Senior Executives filed as Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30,2010, filed with the Commission on August 6,2010 (File No. 001-12984) and incorporated herein by reference.(1) 10.5(a) Form of Restricted Stock Agreement filed as Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed with the Commission on August 6,2010 (File No. 001-12984) and incorporated herein by reference.(1) 10.5(b) Form of Non-Qualified Stock Option Agreement for Non-Employee Directors filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2010, filed with the Commission on November 5,2010 (File No. 001-12984) and incorporated herein by reference.(1) 10.6 Form of Non-Qualified Stock Option Agreement for Senior Executives filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2011, filed with the Commission on November 4,2011 (File No. 001-12984) and incorporated herein by reference.(1) 10.6(a) Form of Non-Qualified Stock Option Agreement for Non-Employee Directors filed as Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2011, filed with the Commission on November 4,2011 (File No. 001-12984) and incorporated herein by reference.(1) 10.7 Form of Non-Qualified Stock Option Agreement for Senior Executives filed as Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2012, filed with the Commission on November 8,2012 (File No. 001-12984) and incorporated herein by reference.(1) 10.7(b) Form of Restricted Stock Agreement for Non-Employee Directors filed as Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2012, filed with the Commission on November 8,2012 (File No. 001-12984) and incorporated herein by reference.(1) 10.8 Form of Non-Qualified Stock Option Agreement for Senior Executives filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2013, filed with the Commission on November 7,2013 (File No. 001-12984) and incorporated herein by reference.(1) 10.8(a) Form of Restricted Stock Agreement for Senior Executives filed as Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2013, filed with the Commission on November 7,2013 (File No. 001-12984) and incorporated herein by reference.(1) 10.8(b) Form of Non-Qualified Stock Option Agreement for Non-Employee Directors filed as Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2013, filed with the Commission on November 7,2013 (File No. 001-12984) and incorporated herein by reference.(1) 10.8(c) Form of Restricted Stock Agreement for Non-Employee Directors filed as Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2013, filed with the Commission on November 7,2013 (File No. 001-12984) and incorporated herein by reference.(1) 10.9 Form of Non-Qualified Stock Option Agreement for Senior Executives filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2014, filed with the Commission on November 5,2014 (File No. 001-12984) and incorporated herein by reference.(1) 10.9(a) Form of Restricted Stock Agreement for Senior Executives filed as Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2014, filed with the Commission on November 5,2014 (File No. 001-12984) and incorporated herein by reference.(1) 10.9(b) Form of Non-Qualified Stock Option Agreement for Non-Employee Directors filed as Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2014, filed with the Commission on November 5,2014 (File No. 001-12984) and incorporated herein by reference.(1) 10.9(c) Form of Restricted Stock Agreement for Non-Employee Directors filed as Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2014, filed with the Commission on November 5,2014 (File No. 001-12984) and incorporated herein by reference.(1) 10.10 Form of Non-Qualified Stock Option Agreement for Senior Executives filed as Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30,2015, filed with the Commission on August 4,2015 (File No. 001-12984) and incorporated herein by reference.(1) 10.10(a) Form of Restricted Stock Agreement for Senior Executives filed as Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30,2015, filed with the Commission on August 4,2015 (File No. 001-12984) and incorporated herein by reference.(1) 10.10(c) Form of Restricted Stock Agreement for Non-Employee Directors filed as Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2015, filed with the Commission on October 27,2015 (File No. 001-12984) and incorporated herein by reference.(1) 10.11 Form of Non-Qualified Stock Option Agreement for Non-Employee Directors filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2016, filed with the Commission on October 24,2016 (File No. 001-12984) and incorporated herein by reference.(1) 10.11(a) Form of Restricted Stock Agreement for Non-Employee Directors filed as Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2016, filed with the Commission on October 24,2016 (File No. 001-12984) and incorporated herein by reference.(1) 10.11(b) Form of Performance Vesting Non-Qualified Stock Option Agreement for Senior Executives filed as Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2016, filed with the Commission on October 24,2016 (File No. 001-12984) and incorporated herein by reference.(1) 10.11(c) Form of Time Vesting Non-Qualified Stock Option Agreement for Senior Executives filed as Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2016, filed with the Commission on October 24,2016 (File No. 001-12984) and incorporated herein by reference.(1) 10.11(d) Form of Performance Vesting Restricted Stock Agreement for Senior Executives filed as Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2016, filed with the Commission on October 24,2016 (File No. 001-12984) and incorporated herein by reference.(1) 10.11(e) Form of Time Vesting Restricted Stock Agreement for Senior Executives filed as Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2016, filed with the Commission on October 24,2016 (File No. 001-12984) and incorporated herein by reference.(1) 10.12 Form of Non-Qualified Stock Option Agreement for Non-Employee Directors filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2017, filed with the Commission on October 25, 2017 (File No. 001-12984) and incorporated herein by reference.(1) 10.12(a) Form of Restricted Stock Agreement for Non-Employee Directors filed as Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2017, filed with the Commission on October 25, 2017 (File No. 001-12984) and incorporated herein by reference.(1) 10.12(b) Form of Performance Vesting Non-Qualified Stock Option Agreement for Senior Executives filed as Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the Commission on July 28, 2017 (File No. 001-12984) and incorporated herein by reference.(1) 10.12(c) Form of Time Vesting Non-Qualified Stock Option Agreement for Senior Executives filed as Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the Commission on July 28, 2017 (File No. 001-12984) and incorporated herein by reference.(1) 10.12(d) Form of Performance Vesting Restricted Stock Agreement for Senior Executives filed as Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the Commission on July 28, 2017 (File No. 001-12984) and incorporated herein by reference.(1) 10.12(e) Form of Time Vesting Restricted Stock Agreement for Senior Executives filed as Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the Commission on July 28, 2017 (File No. 001-12984) and incorporated herein by reference.(1) 10.13 Eagle Materials Inc. Salaried Incentive Compensation Program for Fiscal Year2018 filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on May 19,2017 (File No. 001-12984) and incorporated herein by reference.(1) 10.13(a) Eagle Materials Inc. Cement Companies Salaried Incentive Compensation Program for Fiscal Year2018 filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the Commission on May 19,2017 (File No. 001-12984) and incorporated herein by reference.(1) 10.13(b) Eagle Materials Inc. Special Situation Program for Fiscal Year2018 filed as Exhibit 10.3 to the Current Report on Form 8-K filed with the Commission on May 19,2017 (File No. 001-12984) and incorporated herein by reference.(1) 10.14(a) First Amendment to the Eagle Materials Inc. Amended and Restated Supplemental Executive Retirement Plan, dated as of May 11,2004, filed as Exhibit 10.4(a) to the Companys Annual Report on Form 10-K for the fiscal year ended March 31,2006, filed with the Commission on June 2,2006 (File No. 001-12984) and incorporated herein by reference.(1) 10.15 Retirement and Consulting Agreement, dated January 25,2016, between the Company and Steven R. Rowley, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Commission on January 26,2016 (File No. 001-12984) and incorporated herein by reference.(1) 10.18 Eagle Materials Inc. Director Compensation Summary filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2017, filed with the Commission on October 25, 2017 (File No. 001-12984) and incorporated herein by reference.(1) 10.19 Asset Purchase Agreement between Eagle Materials Inc. and Cemex Construction Materials Atlantic, LLC dated September 11,2016, filed as Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30,2016, filed with the Commission on October 24,2016 (File No. 001-12984) and incorporated herein by reference. 10.20 Settlement Agreement filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, filed with the Commission on December 29, 2017 (File No. 001-12984) and incorporated herein by reference. 12.1* Computation of Ratio of Earnings to Fixed Charges. 21* Subsidiaries of the Company. 23.1* Consent of Registered Independent Public Accounting Firm Ernst & Young LLP. 31.1* Certification of the Chief Executive Officer of Eagle Materials Inc. pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of1934, as amended. 31.2* Certification of the Chief Financial Officer of Eagle Materials Inc. pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of1934, as amended. 32.1* Certification of the Chief Executive Officer of Eagle Materials Inc. pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002. 32.2* Certification of the Chief Financial Officer of Eagle Materials Inc. pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002. 95* Mine Safety Disclosure.