(H) 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 May 2018, the Compensation Committee of the Board of Directors approved the granting to certain officers and key employees an aggregate of 62,179 performance vesting stock options that will be earned only if certain performance conditions are satisfied (the Fiscal 2019 Employee Performance Stock Option Grant). The performance criteria for the Fiscal 2019 Employee Performance Stock Option Grant is based upon the achievement of certain levels of return on equity (as defined in the option agreements), ranging from 10.0% to 20.0%, for the fiscal year ending March 31, 2019. All stock options will be earned if the return on equity is 20.0% or greater, and the percentage of shares earned will be reduced proportionately to approximately 66.7% if the return on equity is 10.0%. If the Company does not achieve a return on equity of at least 10.0%, all stock options granted will be forfeited. Following any such reduction, restrictions on the earned stock options will lapse ratably over four years, with the initial fourth lapsing promptly following the determination date, and the remaining restrictions lapsing on March 31, 2020 through 2022. The stock options have a term of ten years from the date of grant. The Compensation Committee also approved the granting of 51,814 time vesting stock options to the same officers and key employees, which vest ratably over four years (the Fiscal 2019 Employee Time Vesting Stock Option Grant).

The weighted average assumptions used in the Black-Scholes model to value the option awards in fiscal 2018 are as follows:

	2018
Dividend Yield		1.3	%
Expected Volatility		32.7	%
Risk Free Interest Rate		2.88	%
Expected Life	6.0 years

Stock option expense for all outstanding stock option awards totaled approximately $1.1 million and $0.9 million for the three months ended June 30, 2018 and 2017, respectively. At June 30, 2018, there was approximately $9.5 million of unrecognized compensation cost related to outstanding stock options, which is expected to be recognized over a weighted average period of 2.9 years.

The following table represents stock option activity for the three months ended June 30, 2018:

	Number of Shares			Weighted Average Exercise Price
Outstanding Options at Beginning of Year		958,136		$	72.52
Granted		113,993		$	106.24
Exercised		(35,454	)	$	110.89
Cancelled		(2,197	)	$	100.88
Outstanding Options at End of Year		1,034,478		$	76.74
Options Exercisable at End of Year		696,466		$	69.08
Weighted Average Fair Value of Options Granted during the Year				$	34.20

The following table summarizes information about stock options outstanding at June 30, 2018:

	Options Outstanding						Options Exercisable
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 - $29.84		65,912		3.10	$	23.27		65,912	$	23.27
$33.43 - $37.34		84,582		3.96	$	33.98		84,582	$	33.98
$53.22 - $77.67		293,163		6.82	$	71.27		188,311	$	70.56
$79.73 - $106.24		590,821		7.66	$	91.53		357,661	$	85.05
		1,034,478		6.83	$	76.74		696,466	$	69.08

At June 30, 2018, the aggregate intrinsic value for outstanding and exercisable options was approximately $29.2 million and $25.0 million, respectively. The total intrinsic value of options exercised during the three months ended June 30, 2018 was approximately $1.9 million.

RESTRICTED STOCK

In May 2018, the Compensation Committee approved the granting to certain officers and key employees an aggregate of 57,756 shares of performance vesting restricted stock that will be earned if certain performance conditions are satisfied (the Fiscal 2019 Employee Restricted Stock Performance Award). The performance criteria for the Fiscal 2019 Employee Restricted Stock Performance Award is based upon the achievement of certain levels of return on equity (as defined in the award agreement), ranging from 10.0% to 20.0%, for the fiscal year ending March 31, 2019. All restricted shares will be earned if the return on equity is 20.0% or greater, and the percentage of shares earned will be reduced proportionately to approximately 66.7% if the return on equity is 10.0%. If the Company does not achieve a return on equity of at least 10.0%, all awards will be forfeited. Following any such reduction, restrictions on the earned shares will lapse ratably over four years, with the initial fourth lapsing promptly following the determination date, and the remaining restrictions lapsing on March 31, 2020 through 2022. The Compensation Committee also approved the granting of 48,130 shares of time vesting restricted stock to the same officers and key employees, which vest ratably over four years (the Fiscal 2019 Employee Restricted Stock Time Vesting Award). The Fiscal 2019 Employee Restricted Stock Performance Award and the Fiscal 2019 Employee Restricted Stock Time Vesting Award were valued at the closing price of the stock on the date of grant and are being expensed over a four year period.

The fair value of restricted stock is based on the stock price at the date of grant. The following table summarizes the activity for nonvested restricted shares during the three months ended June 30, 2018:

	Number of Shares			Weighted Average Grant Date Fair Value
Restricted Stock Beginning of Year		328,059		$	65.76
Granted		105,886		$	106.24
Vested		(25,019	)	$	88.45
Forfeited		(1,990	)	$	100.88
Nonvested Restricted Stock at End of Year		406,936		$	76.12

During the three months ended June 30, 2018, the weighted average grant date fair value of restricted shares granted was $106.24.

Expense related to restricted shares was approximately $2.4 million and $2.5 million for the three months ended June 30, 2018 and 2017, respectively. At June 30, 2018, there was approximately $26.0 million of unearned compensation from restricted stock, which will be recognized over a weighted average period of 2.7 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 3,992,994 at June 30, 2018.