0000950134-05-020686 Sample Contracts

EAGLE MATERIALS INC. INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 7th, 2005 • Eagle Materials Inc • Cement, hydraulic • Texas

This restricted stock unit agreement (the “Restricted Stock Unit Agreement” or “Agreement”) entered into between Eagle Materials Inc., a Delaware corporation (the “Company”), and (the “Grantee”), an employee of the Company or its Affiliates, with respect to a right (the “Award”) of restricted stock units (“Restricted Stock Units”) representing shares of Class B Common Stock (as defined in the Eagle Materials Inc. Incentive Plan, as amended and restated as of July 27, 2004 (the “Plan”)) granted to the Grantee under the Plan on June 9, 2005 (the “Award Date”), such number of units subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:

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EAGLE MATERIALS INC. INCENTIVE PLAN NON-QUALIFIED DIRECTOR STOCK OPTION AGREEMENT
Non-Qualified Director Stock Option Agreement • November 7th, 2005 • Eagle Materials Inc • Cement, hydraulic • Texas

This option agreement (the “Option Agreement” or “Agreement”) entered into between Eagle Materials Inc., a Delaware corporation (the “Company”), and ___ (the “Optionee”), a director of the Company, with respect to a right (the “Option”) awarded to the Optionee under the Eagle Materials Inc. Incentive Plan, as amended and restated as of July 27, 2004 (the “Plan”), on August 4, 2005 (the “Award Date”) to purchase from the Company up to but not exceeding in the aggregate ___ shares of Class B Common Stock (as defined in the Plan) at a price of $105.05 per share (the “Exercise Price”), such number of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:

EAGLE MATERIALS INC. INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • November 7th, 2005 • Eagle Materials Inc • Cement, hydraulic • Texas

This option agreement (the “Option Agreement” or “Agreement”) entered into between Eagle Materials Inc., a Delaware corporation (the “Company”), and (the “Optionee”), an employee of the Company or its Affiliates, with respect to a right (the “Option”) awarded to the Optionee under the Eagle Materials Inc. Incentive Plan, as amended and restated as of July 27, 2004 (the “Plan”), on June 9, 2005 (the “Award Date”) to purchase from the Company up to but not exceeding in the aggregate shares of Class B Common Stock (as defined in the Plan) at a price of $87.23 per share (the “Exercise Price”), such number of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:

EAGLE MATERIALS INC. INCENTIVE PLAN DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 7th, 2005 • Eagle Materials Inc • Cement, hydraulic • Texas

This restricted stock unit agreement (the “Restricted Stock Unit Agreement” or “Agreement”) entered into between Eagle Materials Inc., a Delaware corporation (the “Company”), and ___ (the “Grantee”), a director of the Company, with respect to a right (the “Award”) of ___ restricted stock units (“Restricted Stock Units”) representing shares of Class B Common Stock (as defined in the Eagle Materials Inc. Incentive Plan, as amended and restated as of July 27, 2004 (the “Plan”)) granted to the Grantee under the Plan on August 4, 2005 (the “Award Date”), such number of units subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:

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