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EXHIBIT 10.4
1 February 2000
SERP
CENTEX CONSTRUCTION PRODUCTS, INC.
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PURPOSE
Under the Internal Revenue Code (the "Code") the federal government
sets a limit (currently $170,000) on the amount of annual compensation
which may be considered in determining, for the account of an eligible
participant, a company's contribution to a tax-qualified defined
contribution plan, including the Profit Sharing and Retirement Plan of
Centex Construction Products, Inc. (the "Plan"). The purpose of this
non-qualified Supplemental Executive Retirement Plan ("SERP") is to
establish balances for each participant in this SERP in an amount
substantially equal to the additional contribution which he or she
would have received under the Plan had 100% of his or her annual salary
been eligible for a profit sharing contribution. The first SERP
contribution was for the Plan year ended March 31, 1995. The Plan year
was changed to a calendar year basis in 1999.
ELIGIBILITY
All current participants in the Plan whose employer's contribution,
other than a 401(k) contribution, is reduced either by the compensation
limit under Section 401(k)(17) of the Code (currently $170,000) or in
order to satisfy any of the non-discrimination tests applicable to the
Plan, such as Section 410(b)(2) of the Code, which is commonly referred
to as the "average benefits test". Those provisions of the Code which
so limit the employer's contribution are herein called the
"Limitations". New employees paid annual compensation in excess of the
Limitations (including an employee who does not yet qualify for
participation in the Plan, provided that he or she does subscribe to
the Plan when he or she becomes eligible to do so), and participants in
the Plan who first meet the eligibility standards after subscribing to
the Plan, may be added to this SERP at the sole discretion of either
the Chairman of the Board or the President and Chief Executive Officer
of Centex Construction Products, Inc. (the "Company").
FUNDING
This is an unfunded, non-qualified plan. The amounts to be allocated to
each participant for both contributions and earnings will be reflected
only as accrued
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liabilities on the books and records of the Company. The participants
will thus be unsecured creditors of the Company. From time to time the
Company may, in its sole and absolute discretion, create and administer
separate accounts for one or more participants which the Company may
fund, from time to time, in amounts which are equivalent to the total
account of the participant.
CONTRIBUTIONS
The annual SERP accrual for the account of each participant will be
calculated using the total compensation which, but for the Limitations,
would be eligible for a profit sharing contribution under the Plan
("Total Compensation") less the amount which has been considered for
the Plan contribution (this amount will be $170,000 for the Plan year
ending December 31, 2000, and is subject to upward adjustment in future
years as permitted by law). The difference between Total Compensation
and that considered in the Plan is herein called "Excess Salary".
The accrual contribution to be allocated to the account of a
participant in the SERP will be the product of his or her Excess Salary
times the percent of salary used by his or her employer in calculating
the Plan contribution. Should the Plan formula be changed in future
years such that the contribution is not calculated exclusively as a
percentage of compensation, then the percentage to be used for the SERP
shall represent the percentage derived by dividing the total profit
sharing contribution for the applicable employer by the sum of all of
Total Compensation for all of that employer's Plan participants.
EARNINGS
Each participant may designate how his or her SERP account balance is
to be invested by the Company and will have a "phantom" account whose
results will match the result of the investments made by the Company.
Each participant may so designate how his or her SERP balance is to be
invested by the Company by selecting among the various investment
options available to him or her as a participant in the Plan. If a
participant does not notify Fidelity, the offeror of such various
investment options, as to which investment options he or she selects,
then such account balance will be invested in the Fidelity Freedom 2000
Fund, which is heavily invested in fixed income securities, or its
successor.
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PAYOUT
Upon termination of employment, including retirement from the Company
and all its subsidiaries and affiliates (including Centex Corporation
and its subsidiaries) the Company will become obligated to pay to an
employee the entire vested balance in his or her account in the SERP.
Payout will be made on the same basis as payout to the employee under
the Plan, subject to the following:
1. The Company may, in its sole and absolute discretion, pay out
the entire SERP balance to such participant, regardless of
whether or not such participant has elected to maintain his or
her balance in the Plan, at any time upon 90 days prior
written notice.
2. If the balance of the SERP account at the time of termination
of employment is less than $5,000, then within thirty (30)
days following termination of employment the vested portion of
his or her account balance will be disbursed to such
participant, and thereafter he or she will have no further
interest in the SERP.
3. Following termination of employment upon retirement, if the
participant is entitled to and, with the consent of the
Company, does leave his or her SERP account balance in place,
then the account will be credited with earnings at the same
rate as active participants, depending upon the investment
selections made by the retired participant.
4. Following termination of employment for any reason other than
retirement, if the participant is entitled to and, with the
consent of the Company, does leave his or her SERP account
balance in place, then the account will be credited with
earnings at the lesser of the rate earned by the participant's
Plan account for the year or 80% of the average Bank of
America prime interest rate for the year. Such participant
will not have the option of using the phantom accounts offered
by Fidelity for active participants.
5. Vesting of SERP balances will be identical to vesting of
employer contributions to the Plan. Thus, if a terminated
employee is only 60% vested in the Plan, the vesting in the
SERP balance and accumulated earnings will also be 60%. No
participant will be entitled to borrow or withdraw early any
part of his or her vested balance.
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MODIFICATION, SUSPENSION OR TERMINATION OF SERP
The Company may at any time amend, suspend or terminate the SERP.
However, the amount accrued in the account of a participant in the SERP
will not be reduced. If the SERP is suspended or terminated, the amount
accrued in each account but not paid to the participant will continue
to accrue interest at a rate equal to 80% of the prime rate charged
from time to time by Bank of America until payout of such sum to the
participant.
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