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10-Q
Jul 29, 5:42 PM ET
EAGLE MATERIALS INC 10-Q
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Contents
5
Avg. A-TSR = [((Ending Price + Reinvested Dividends)/Beginning Price)^(1/3)] – 1
; provided, that (i) the percentage of the target PSUs earned and the TSR Modifier, respectively, shall be calculated based on straight-line interpolation between the points shown above with fractional points rounded up to the nearest hundredth of a percent; (ii) if Average Absolute TSR is less than threshold, then the Vesting Percentage is capped at 100.0%, even if Average Return on Equity is greater than target; and (iii) if Average Absolute TSR is greater than 20.0%, then the Vesting Percentage shall be no less than 100.0%, even if Average Return on Equity is less than target or threshold.
After the end of the Performance Period, the Committee shall certify the Vesting Percentage (“Certification Date”), with such Certification Date occurring no later than 90 days from the end of the Performance Period, and the PSUs, if earned, shall vest and be payable in Common Stock as set forth in Section 3(b) below. Upon the Certification Date, any portion of the PSUs that are not earned in accordance with the provisions above shall be immediately and automatically forfeited.
(a) Change in Control. Notwithstanding Section 3, if the Grantee has been in Continuous Service from the Award Date through the occurrence of a Change in Control, then, in the event of the occurrence of such a Change in Control, any vesting of the PSUs will remain subject to the applicable provisions of the Plan, including, but not limited to, Sections 1.3 and 5.8 thereof.
(e) Reformation. In the event that any covenant contained in this Section 11 should ever be adjudicated to exceed the time, geographic or other limitations permitted by applicable law, then such covenant shall be reformed to the maximum time, geographic or other limitations to the maximum extent permitted by law. The covenants contained in this Section 11 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.