Exhibit 10.6
AMENDMENT NO. 1
TO
SAR AGREEMENT FOR NON-EMPLOYEE DIRECTORS
UNDER
TEXAS INDUSTRIES, INC. 2003 STOCK APPRECIATION RIGHTS AGREEMENT
This Amendment dated _________, 2006 amends the SAR Agreement
For Non-Employee Directors Under Texas Industries, Inc. 2003 Stock Appreciation
Rights Plan to which the Grantee set forth below is a party. Such SAR Agreement
is referred to as the "SAR Agreement".
ARTICLE I
Definitions
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Each capitalized term that is used but not defined in this Amendment
shall have the meaning prescribed in the Plan or the SAR Agreement.
ARTICLE II
Amendment
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A new Article VII is added to the SAR Agreement as follows:
(a) If a Change of Control (as defined below) occurs, this SAR shall become
immediately fully exercisable, notwithstanding the specific terms of
this Agreement.
(b) "Change of Control" shall mean the occurrence of any of the following
after the Effective Date:
(i) Any person becomes the beneficial owner of securities of the
Company representing more than 50% of the combined voting
power of the Company's then outstanding securities that have
the right to vote for the election of directors generally.
"Person" shall have the meaning ascribed to such term in
Section 3(a)(9) of the Securities Exchange Act of 1934, as
amended, and used in Sections 13(d)(3) and 14(d)(2) thereof,
including a "group" as defined in Section 13(d) thereof, other
than (1) any employee plan established by the Company, (2) the
Company or any of its subsidiaries, (3) an underwriter
temporarily holding securities pursuant to an offering of such
securities, or (4) an entity owned, directly or indirectly, by
security holders (including, without limitation, warrant or
option holders) of the Company in substantially the same
proportions as their ownership of the Company. "Beneficial
owner" shall have the meaning ascribed to such term in Rule
13d-3 under such act.
(ii) Continuing Directors cease for any reason to constitute a
majority of the directors of the Company then serving.
"Continuing Directors" means directors of the Company who
were:
(x) directors on the Effective Date of this Option, or
(y) elected or nominated for election with the approval
of a majority of the directors who, at the time of
such election or nomination, were Continuing
Directors.
(iii) A merger, consolidation or other business combination
(including an exchange of securities with the security holders
of an entity that is a constituent in such transaction) of the
Company with any other entity, unless the voting securities of
the Company outstanding immediately prior to such merger,
consolidation or business combination continue to represent at
least a majority of the combined voting power of the
securities having the right to vote for the election of
directors generally of the Company or the surviving entity or
any parent thereof outstanding immediately after such merger,
consolidation or business combination (either by remaining
outstanding or by being converted into or exchanged for voting
securities of the surviving entity or parent thereof).
(iv) The Company (taken as a whole with its subsidiaries) sells,
leases or otherwise disposes of all or substantially all of
its assets (in one transaction or a series of related
transactions, including by means of a sale, lease or
disposition of the assets or equity interests in one or more
of its direct or indirect subsidiaries), other than such a
sale, lease or other disposition to an entity of which at
least a majority of the combined voting power of the
outstanding securities are owned directly or indirectly by
stockholders of the Company.
(v) The occurrence of any other event or circumstance that results
in the Company filing or being required to file a report or
proxy statement with the Securities and Exchange Commission
disclosing that a change of control of the Company has
occurred.
ARTICLE III
Other Terms
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All of the terms of the SAR Agreement, as expressly amended by this
Amendment, remain in full force and effect.
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IN WITNESS WHEREOF, TEXAS INDUSTRIES, INC. has caused this Amendment to
be executed as of the date set forth above, and Grantee has accepted the terms
and provisions thereof.
TEXAS INDUSTRIES, INC.
By:
---------------------------------
Authorized Officer
ACCEPTED:
By:
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Grantee
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