(J) Stock Option Plans

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 2014, the Compensation Committee of the Board of Directors approved an incentive equity award of an aggregate of 193,636 stock options pursuant to the Plan to certain officers and key employees (the “Fiscal 2015 Employee Stock Option Grant”) that will be earned if our ten year return on equity is at least 15% at March 31, 2015. If this criterion is not met, all of the stock options will be forfeited. If the criterion is met, the award may be reduced by the Compensation Committee based on individual performance goals. The performance criterion was met at March 31, 2015; therefore, all stock options were earned. The stock options will vest ratably over a three year period. The first third of the stock options vested on the determination date, with the remaining stock options vesting on March 31, 2016 and 2017. The stock options have a term of ten years from the date of grant. In August 2014, we granted 18,515 stock options to members of the Board of Directors (the “Fiscal 2015 Board of Directors Grant”). Stock options granted under the Fiscal 2015 Board of Directors 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 Fiscal 2015 Employee Stock Option Grant and Fiscal 2015 Board of Directors Grant were valued at the grant date using the Black-Scholes option pricing model.

All stock options issued during fiscal 2015 and 2014 were valued at the grant date using the Black-Scholes option pricing model. The weighted-average assumptions used in the Black-Scholes model to value the option awards in fiscal 2015 and 2014 are as follows:

	2015			2014
Dividend Yield		2.0	%		2.0	%
Expected Volatility		44.8	%		44.6	%
Risk Free Interest Rate		1.86	%		2.04	%
Expected Life		6.0 years			7.0 years

Stock option expense for all outstanding stock option awards was approximately $6.2 million, $5.3 million and $4.0 million, for the years ended March 31, 2015, 2014 and 2013, respectively. At March 31, 2015, there was approximately $11.4 million of unrecognized compensation cost related to outstanding stock options which is expected to be recognized over a weighted-average period of 3.3 years.

The following table represents stock option activity for the years presented:

	For the Years Ended March 31,
	2015					2014					2013
	Number of Shares			Weighted Average Exercise Price		Number of Shares			Weighted Average Exercise Price		Number of Shares			Weighted Average Exercise Price
Outstanding Options at Beginning of Year		2,788,999		$	41.83		3,022,592		$	37.83		3,241,322		$	36.11
Granted		297,151		$	86.41		256,989		$	68.00		569,679		$	34.64
Exercised		(151,085	)	$	32.38		(485,582	)	$	29.72		(746,131	)	$	27.64
Cancelled		(1,269,500	)	$	47.43		(5,000	)	$	53.22		(42,278	)	$	42.21
Outstanding Options at End of Year		1,665,565		$	46.37		2,788,999		$	41.83		3,022,592		$	37.83
Options Exercisable at End of Year		1,035,166					818,215					986,187
Weighted Average Fair Value of Options Granted during the Year				$	32.31				$	26.35				$	13.28

The following table summarizes information about stock options outstanding at March 31, 2015:

	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 - $30.74		592,210		4.19	$	26.50		589,210	$	26.48
$33.08 - $40.78		487,968		6.91	$	33.95		308,352	$	34.00
$53.22 - $74.10		283,236		7.82	$	66.58		118,089	$	66.59
$79.90 - $93.56		302,151		9.31	$	86.42		19,515	$	91.71
		1,665,565		6.54	$	46.37		1,035,166	$	34.52

At March 31, 2015, the aggregate intrinsic value for outstanding and exercisable options was approximately $61.9 million and $50.8 million, respectively. The total intrinsic value of options exercised during the fiscal year ended March 31, 2015 was approximately $9.6 million.

Restricted Stock Units. Expense related to RSUs was approximately $1.6 million in the fiscal year ended March 31, 2013. There was no expense related to RSUs for the fiscal years ended March 31, 2015 and 2014. At March 31, 2015, there were approximately 20,000 unvested RSUs, with approximately $0.1 million of unearned compensation, net of estimated forfeitures, which will be recognized over a weighted-average period of 1.0 year.

Restricted Stock. In June 2014, the Compensation Committee approved the granting of an aggregate of 80,416 shares of restricted stock to certain officers and key employees (the “Fiscal 2015 Employee Restricted Stock Award”) that will be earned if our ten year return on equity is at least 15% at March 31, 2015. If this criterion is not met, all of the shares will be forfeited. If the criterion is met, the award may be reduced by the Compensation Committee based on individual performance goals. The performance criterion was met at March 31, 2015; therefore, all shares were earned. Restriction on the shares will lapse ratably over five years. The first fifth lapsed on May 8, 2015, and the remaining restrictions lapsing on March 31, 2016 through 2019. The value of the Fiscal 2015 Employee Restricted Stock Award, net of estimated forfeitures, is being expensed over a five year period. In August 2014, we granted 7,457 shares of restricted stock to members of the Board of Directors (the “Board of Directors Fiscal 2014 Restricted Stock Award”). Awards issued under the Board of Directors Fiscal 2015 Restricted Stock Award do not fully vest until the retirement of each director, in accordance with the Company’s director retirement policy.

Expense related to restricted shares was $6.7 million, $4.8 million and $3.4 million in fiscal years ended March 31, 2015, 2014 and 2013, respectively. At March 31, 2015, there were approximately 500,000 shares with remaining restrictions for which $17.0 million of unearned compensation, net of estimated forfeitures, will be recognized over a weighted-average period of 2.5 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 4,907,503 at March 31, 2015. Of the available shares, up to 1,491,297 can be used for future restricted stock and restricted stock unit grants.