(I) Share-BASED EMPLOYEE COMPENSATION

On August 7, 2013 our stockholders approved the Eagle Materials Inc. Amended and Restated Incentive Plan (the “Plan”), which increased the shares we are authorized to issue as awards by 3,000,000 (1,500,000 of which may be stock awards). Under the terms of the Plan, we can issue equity awards, including stock options, restricted stock units (“RSUs”), restricted stock and stock appreciation rights to employees of the Company and members of the Board of Directors. Awards that were already outstanding prior to the approval of the Plan on August 7, 2013 remain outstanding. The Compensation Committee of our Board of Directors specifies the terms for grants of equity awards under the Plan.

Long-Term Compensation Plans -

Options. In June 2015, the Compensation Committee approved an equity award of an aggregate of 268,571 stock options pursuant to the Plan to certain officers and key employees that vest ratably over a three year period (the “Fiscal 2016 Employee Stock Option Grant”). The stock options have a term of ten years from the date of grant. The Fiscal 2016 Employee Stock Option Grant was valued at the grant date using the Black-Scholes option pricing model. In August 2015, we granted 17,501 options to members of the Board of Directors (the “Fiscal 2016 Board of Directors Stock Option Grant”). Options granted under the Fiscal 2016 Board of Directors Stock Option Grant vest immediately and can be exercised from the date of grant until their expiration on the tenth anniversary of the date of grant.

The weighted-average assumptions used in the Black-Scholes model to value the option awards in fiscal 2016 are as follows:

	Fiscal 2016
Dividend Yield		2.0%
Expected Volatility		36.5%
Risk Free Interest Rate		1.7%
Expected Life		6.0 years

Stock option expense for all outstanding stock option awards totaled approximately $2.1 million and $4.2 million for the three and six months ended September 30, 2015, respectively and approximately $2.0 million and $3.4 million for the three and six months ended September 30, 2014, respectively. At September 30, 2015, there was approximately $13.8 million of unrecognized compensation cost related to outstanding stock options, net of estimated forfeitures, which is expected to be recognized over a weighted-average period of 2.4 years.

The following table represents stock option activity for the six months ended September 30, 2015:

	Number of Shares			Weighted- Average Exercise Price
Outstanding Options at Beginning of Period		1,665,565		$	46.37
Granted		293,572		$	81.48
Exercised		(97,410	)	$	26.47
Cancelled		(15,000	)	$	86.35
Outstanding Options at End of Period		1,846,727		$	52.68
Options Exercisable at End of Period		1,252,675		$	40.29
Weighted-Average Fair Value of Options Granted during the Period	$	24.76

The following table summarizes information about stock options outstanding at September 30, 2015:

	Outstanding Options						Exercisable Options
Range of Exercise Prices	Number of Shares Outstanding		Weighted - Average Remaining Contractual Life		Weighted - Average Exercise Price		Number of Shares Outstanding		Weighted - Average Exercise Price
$23.17 – $ 30.74		504,200		4.36	$	26.65		502,200	$	26.64
$33.08 – $ 37.95		478,868		6.41	$	33.96		458,868	$	33.92
$53.22 – $ 74.10		282,936		7.32	$	66.60		189,039	$	66.67
$79.73 – $ 93.56		580,723		9.25	$	83.92		102,568	$	86.95
		1,846,727		6.89	$	52.68		1,252,675	$	40.29

At September 30, 2015, the aggregate intrinsic value for outstanding and exercisable options was approximately $29.1 million and $35.2 million, respectively. The total intrinsic value of options exercised during the six months ended September 30, 2015 was approximately $5.2 million.

Restricted Stock. In June 2015, the Compensation Committee approved the granting of an aggregate of 93,782 shares of restricted stock to certain officers and key employees that will be earned if certain performance conditions are satisfied (the “Fiscal 2016 Employee Restricted Stock Award”). The performance criterion for the Fiscal 2016 Employee Restricted Stock Award is based upon the achievement of certain levels of return on equity, ranging from 12.5% to 17.5%, for fiscal year ending March 31, 2016. All restricted shares will be earned if the return on equity is 17.5% or greater, and the percentage of shares earned will be reduced proportionately to approximately 75% if the return on equity is 12.5%. If the Company does not achieve a return on equity of at least 12.5%, all awards will be forfeited. If the criteria are met, the award may be reduced by the Compensation Committee based on individual performance goals. Following any such reduction, restrictions on the earned shares will lapse ratably over five years, with the first fifth lapsing promptly following the determination date, and the remaining restrictions lapsing on March 31, 2017 through 2020. The value of the Fiscal 2016 Employee Restricted Stock Award, net of estimated forfeitures, is being expensed over a five year period. In August 2015, we awarded 15,139 shares of restricted stock to members of the Board of Directors (the “Board of Directors Fiscal 2016 Restricted Stock Award”). Awards issued under the Board of Directors Fiscal 2016 Restricted Stock Award do not fully vest until the retirement of each director, in accordance with our director retirement policy.

Expense related to restricted shares was approximately $1.9 million and $4.2 million for the three and six months ended September 30, 2015, respectively, and approximately $1.8 million and $3.3 million for the three and six months ended September 30, 2014, respectively. At September 30, 2015, there was approximately $20.8 million of unearned compensation from restricted stock, net of estimated forfeitures, which will be recognized over a weighted-average period of 2.6 years.

The number of shares available for future grants of stock options, restricted stock units, stock appreciation rights and restricted stock under the Plan was 4,540,994 at September 30, 2015.