FORM 10-Qd18rn0p25nwr6d.cloudfront.net/CIK-0001592480/89fc1883... · 2017-08-04 · Table of Contents As filed with the Securities and Exchange Commission on August 4, 2017 UNITED

Table of Contents

As filed with the Securities and Exchange Commission on August 4, 2017

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QxQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017or

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________.

Commission File Number: 001-36293

CONTINENTALBUILDINGPRODUCTS,INC.(Exact name of registrant as specified in its charter)

Delaware 61-1718923

(State or other jurisdiction of incorporation) (I.R.S Employer Identification No.)12950 Worldgate Drive, Suite 700, Herndon, VA 20170

(Address of principal executive offices) (Zip Code)(703) 480-3800

(Registrant's telephone number, including the area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitand post such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ¨

Non-accelerated filer ¨ Smaller reporting company ¨

Emerging growth company ¨If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

As of August 2, 2017 , the registrant had outstanding 38,420,573 shares of the registrant’s common stock, which amount excludes 5,884,091 shares of commonstock held by the registrant as treasury shares.

1

Table of Contents

TableofContentstoSecondQuarter2017Form10-Q

Part I - Financial Information 3Item 1. Financial Statements 3

Consolidated Statements of Operations 3 Consolidated Statements of Comprehensive Income 4 Consolidated Balance Sheets 5 Consolidated Statements of Cash Flows 6 Notes to the Unaudited Consolidated Financial Statements 7 1. Background and Nature of Operations 7 2. Significant Accounting Policies 7 3. Receivables, Net 9 4. Inventories, Net 9 5. Property, Plant and Equipment, Net 10 6. Customer Relationships and Other Intangibles, Net 10 7. Investment in Seven Hills 11 8. Accrued and Other Liabilities 11 9. Debt 11 10. Derivative Instruments 13 11. Treasury Stock 14 12. Share-Based Compensation 14 13. Accumulated Other Comprehensive Loss 15 14. Income Taxes 15 15. Earnings Per Share 15 16. Commitments and Contingencies 16 17. Segment Reporting 17 18. Fair Value Disclosures 18Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 19

Overview 19 Results of Operations 21 Non-GAAP Measures 23 Liquidity and Capital Resources 24 Critical Accounting Policies and Estimates 24 Forward-Looking Statements 25Item 3. Quantitative and Qualitative Disclosures About Market Risk 26Item 4. Controls and Procedures 27Part II - Other Information 28Item 1. Legal Proceedings 28Item 1A. Risk Factors 28Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28Item 3. Defaults Upon Senior Securities 28Item 4. Mine Safety Disclosures 28Item 5. Other Information 28Item 6. Exhibits 29

Signatures 30

2

Table of Contents

PARTI-FINANCIALINFORMATIONItem1.FinancialStatements

ContinentalBuildingProducts,Inc.ConsolidatedStatementsofOperations

(unaudited)

For the Three Months Ended For the Six Months Ended

June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016

(inthousands,exceptsharedataandpershareamounts)Net sales $ 120,630 $ 117,115 $ 241,245 $ 228,600

Costs, expenses and other income: Cost of goods sold 89,817 83,744 179,441 163,699

Selling and administrative 9,193 10,163 18,497 19,123

Total costs and operating expenses 99,010 93,907 197,938 182,822

Operating income 21,620 23,208 43,307 45,778

Other (expense)/income, net (135) 6 (779) 160

Interest expense, net (3,062) (3,648) (5,978) (7,346)Income before income/(losses) from equity method investment andprovision for income tax 18,423 19,566 36,550 38,592

Income/(losses) from equity method investment 345 (240) 175 (435)

Income before provision for income taxes 18,768 19,326 36,725 38,157

Provision for income taxes (6,370) (6,604) (12,100) (12,934)

Net income $ 12,398 $ 12,722 $ 24,625 $ 25,223

Net income per share: Basic $ 0.32 $ 0.31 $ 0.63 $ 0.61

Diluted $ 0.32 $ 0.31 $ 0.62 $ 0.61

Weighted average shares outstanding: Basic 39,125,571 40,670,650 39,349,674 41,097,472

Diluted 39,210,219 40,717,162 39,454,928 41,128,466

See accompanying notes to unaudited consolidated financial statements.

3

Table of Contents

ContinentalBuildingProducts,Inc.ConsolidatedStatementsofComprehensiveIncome

(unaudited)



(inthousands)Net income $ 12,398 $ 12,722 $ 24,625 $ 25,223

Foreign currency translation adjustment 440 16 564 1,123

Net unrealized (losses)/gains on derivatives, net of tax (598) 336 (578) 161

Other comprehensive income (158) 352 (14) 1,284

Comprehensive income $ 12,240 $ 13,074 $ 24,611 $ 26,507


4

Table of Contents

ContinentalBuildingProducts,Inc.ConsolidatedBalanceSheets

June 30, 2017 December 31, 2016

(unaudited) (inthousands)Assets: Cash and cash equivalents $ 55,847 $ 51,536

Receivables, net 37,411 32,473

Inventories, net 27,111 25,239

Prepaid and other current assets 5,862 7,485

Total current assets 126,231 116,733

Property, plant and equipment, net 297,931 307,838

Customer relationships and other intangibles, net 75,522 81,555

Goodwill 119,945 119,945

Equity method investment 8,628 8,020

Debt issuance costs 568 658

Total Assets $ 628,825 $ 634,749

Liabilities and Shareholders' Equity: Liabilities: Accounts payable $ 26,262 $ 27,411

Accrued and other liabilities 10,328 12,321

Notes payable, current portion 1,720 1,742

Total current liabilities 38,310 41,474

Deferred taxes and other long-term liabilities 19,251 19,643

Notes payable, non-current portion 263,776 264,620

Total Liabilities 321,337 325,737

Equity: Undesignated preferred stock, par value $0.001 per share; 10,000,000 shares authorized, no shares issued andoutstanding at June 30, 2017 and December 31, 2016 — —Common stock, $0.001 par value per share; 190,000,000 shares authorized; 44,304,664 and 44,191,370 sharesissued at June 30, 2017 and December 31, 2016, respectively; 38,655,886 and 39,691,715 shares outstanding atJune 30, 2017 and December 31, 2016, respectively 44 44

Additional paid-in capital 324,086 322,384

Less: Treasury stock (116,592) (88,756)

Accumulated other comprehensive loss (3,423) (3,409)

Accumulated earnings 103,373 78,749

Total Equity 307,488 309,012

Total Liabilities and Equity $ 628,825 $ 634,749


5

Table of Contents

ContinentalBuildingProducts,Inc.ConsolidatedStatementsofCashFlows

(unaudited)

For the Six Months Ended

June 30, 2017 June 30, 2016

(inthousands)Cash flows from operating activities: Net income $ 24,625 $ 25,223

Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 23,760 23,788

Bad debt expense 22 28

Amortization of debt issuance costs and debt discount 586 1,207

Loss on disposal of property, plant and equipment 18 41

(Income)/losses from equity method investment (175) 435

Loss on debt extinguishment 686 —

Stock-based compensation 1,479 1,152

Deferred taxes 92 268

Change in assets and liabilities: Receivables (4,964) (1,973)

Inventories (1,811) 1,053

Prepaid expenses and other current assets 966 (534)

Accounts payable (564) (620)

Accrued and other current liabilities (2,038) (152)

Other long term liabilities (188) (413)

Net cash provided by operating activities 42,494 49,503

Cash flows from investing activities: Capital expenditures (8,070) (1,765)

Software purchased or developed (133) (356)

Capital contributions to equity method investment (647) (226)

Distributions from equity method investment 214 356

Net cash used in investing activities (8,636) (1,991)

Cash flows from financing activities: Proceeds from exercise of stock options 230 20

Tax withholdings on share-based compensation (240) —

Proceeds from debt refinancing 273,625 —

Disbursements for debt refinancing (273,625) —

Payments of financing costs (649) —

Principal payments for debt (1,368) (25,000)

Payments to repurchase common stock (27,836) (22,010)

Net cash used in financing activities (29,863) (46,990)

Effect of foreign exchange rates on cash and cash equivalents 316 475

Net change in cash and cash equivalents 4,311 997

Cash, beginning of period 51,536 14,729

Cash, end of period $ 55,847 $ 15,726


6

Table of Contents

ContinentalBuildingProducts,Inc.NotestotheUnauditedConsolidatedFinancialStatements

1. BACKGROUND AND NATURE OF OPERATIONS

DescriptionofBusiness

Continental Building Products, Inc. (the "Company") is a Delaware corporation. Prior to the acquisition of the gypsum division of Lafarge North America Inc.("Lafarge N.A.") described below, the Company had no operating activity. The Company manufactures gypsum wallboard related products for commercial andresidential buildings and houses. The Company operates a network of three highly efficient wallboard facilities, all located in the eastern United States, andproduces joint compound at one plant in the United States and at another plant in Canada.

TheAcquisition

On June 24, 2013 , Lone Star Fund VIII (U.S.), L.P., (along with its affiliates and associates, but excluding the companies that it owns as a result of its investmentactivity, “Lone Star”), entered into a definitive agreement with Lafarge N.A. to purchase the assets of its North American gypsum division for an aggregatepurchase price of approximately $703 million (the "Acquisition") in cash. The closing of the Acquisition occurred on August 30, 2013 .

SecondaryPublicOfferings

On March 18, 2016, following a series of secondary offerings, LSF8 Gypsum Holdings, L.P. ("LSF8") sold its remaining 5,106,803 shares of the Company’scommon stock at a price per share of $16.10 . Following the March 18, 2016 transaction and the concurrent repurchase by the Company of 900,000 shares ofCompany’s common stock from LSF8, to the best of the Company's knowledge, neither LSF8 nor any other affiliate of Lone Star held any shares of Companycommon stock. (See Note 11, Treasury Stock).

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

The accompanying consolidated financial statements for the Company have been prepared in accordance with accounting principles generally accepted in theUnited States ("U.S. GAAP"). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompanytransactions have been eliminated.

(b) Basis of Presentation for Interim Periods

Certain information and footnote disclosures normally included for the annual financial statements prepared in accordance withU.S. GAAP have been condensed or omitted for the interim periods presented. Management believes that the unaudited interimfinancial statements include all adjustments (which are normal and recurring in nature) necessary to present fairly the financialposition of the Company and the results of operations and cash flows for the periods presented.

The results of operations for the periods presented are not necessarily indicative of the results that may be expected for the yearending December 31, 2017. Seasonal changes and other conditions can affect the sales volumes of the Company’s products.Therefore, the financial results for any interim period do not necessarily indicate the expected results for the year.

The financial statements should be read in conjunction with Company’s audited consolidated financial statements and the notesthereto for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K for the fiscal year thenended (the "2016 10-K"). The Company has continued to follow the accounting policies set forth in those financial statements.

7

Table of Contents

(c) Supplemental Cash Flow Disclosure

Table 2.1: Certain Cash and Non-Cash Transactions


June 30, 2017 June 30, 2016

(inthousands)Cash paid during the period for: Interest paid on term loan $ 4,973 $ 5,876

Income taxes paid, net 10,259 12,160

Non-cash activity: Amounts in accounts payable for capital expenditures 1,899 547

(d) Recent Accounting Pronouncements

AccountingStandardsAdoptedDuringthePeriod

In July 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-11, "Inventory: SimplifyingtheMeasurementofInventory."This guidance applies to inventory valued at first-in, first-out (FIFO) or average cost and requires inventory to be measured at thelower of cost and net realizable value, rather than at the lower of cost or market. ASU 2015-11 is effective on a prospective basis for annual periods, includinginterim reporting periods within those periods, beginning after December 15, 2016. The Company values its inventory under the average cost method and thus willbe required to adopt the standard. The Company adopted the new standard in the first quarter of 2017. The adoption of this standard did not have a material impacton the Company's Consolidated Financial Statements.

In March 2016, the FASB issued ASU 2016-09, "Compensation-StockCompensation(Topic718):ImprovementstoEmployeeShare-BasedPaymentAccounting,"which introduces targeted amendments intended to simplify the accounting for stock compensation. Specifically, the ASU requires all excess tax benefits and taxdeficiencies (including tax benefits of dividends on share-based payment awards) to be recognized as income tax expense or benefit in the income statement. Thetax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess taxbenefits, and assess the need for a valuation allowance, regardless of whether the benefit reduces taxes payable in the current period. That is, off-balance sheetaccounting for net operating losses stemming from excess tax benefits would no longer be required and instead such net operating losses would be recognizedwhen they arise. Existing net operating losses that are currently tracked off-balance sheet would be recognized, net of a valuation allowance if required, through anadjustment to opening retained earnings in the period of adoption. Entities will no longer need to maintain and track an "APIC pool." The ASU also requires excesstax benefits to be classified along with other income tax cash flows as an operating activity in the statement of cash flows. The amendments were effective forannual periods beginning after December 15, 2016. The Company adopted the new standard in the first quarter of 2017, which resulted in a favorable adjustment toincome tax provision of $0.2 million .

AccountingStandardsNotYetAdopted

In May 2014, the FASB issued ASU No. 2014-9, "RevenuefromContractswithCustomers(Topic606),"which provides accounting guidance for all revenuearising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers. In August 2015, the FASBissued ASU No. 2015-14, "RevenuefromContractswithCustomers(Topic606):DeferraloftheEffectiveDate,"which defers the effective date of ASU No. 2014-9 for all entities by one year to annual reporting periods beginning after December 15, 2017. The ASU requires retroactive application on either a full or modifiedbasis. The Company will adopt the standard on January 1, 2018. The Company has identified a project implementation team and has identified its revenue streams.The Company is in the process of evaluating the various aspects of the standard and how the standard may impact how the Company recognizes revenue. TheCompany is also evaluating the potential impact that the new guidance will have on its Consolidated Financial Statements. While the Company has not completedits analysis, the Company does not anticipate that the new guidance will have a material impact on its Consolidated Financial Statements.

In February 2016, the FASB issued ASU 2016-02, "Leases."ASU 2016-02 requires lessees to recognize a lease liability and a right-of-use asset on the balancesheet. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is in theprocess of evaluating the impact of adoption, which is not expected to have a material impact on the Company's Consolidated Financial Statements.

8

Table of Contents

In June 2016, the FASB issued ASU 2016-13, "FinancialInstruments–CreditLosses:MeasurementofCreditLossesonFinancialInstruments."This ASU isintended to introduce a revised approach to the recognition and measurement of credit losses, emphasizing an updated model based on expected losses rather thanincurred losses. The provisions of this standard are effective for reporting periods beginning after December 15, 2019 and early adoption is permitted. TheCompany is currently evaluating the impact that this guidance may have on its Consolidated Financial Statements.

In August 2016, the FASB issued ASU 2016-15, " ClassificationofCertainCashReceiptsandCashPayments."This ASU intends to add or clarify guidance onthe classification of certain cash receipts and payments in the statement of cash flows. The provisions of this standard are effective for fiscal years beginning afterDecember 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating when it will adopt the ASU and the expected impactto its Consolidated Financial Statements.

In October 2016, the FASB issued ASU 2016-16, "Intra-EntityTransfersofAssetsOtherThanInventory."The new standard requires companies to recognize theincome tax effects of intercompany sales or transfers of assets, other than inventory, in the income statement as income tax expense (or benefit) in the period thesales or transfer occurs. The standard requires companies to apply a modified retrospective approach with a cumulative catch-up adjustment to opening retainedearnings in the period of adoption. The provisions of this standard are effective for fiscal years beginning after December 15, 2017, and early adoption is permitted.The Company is currently evaluating when it will adopt the ASU and the expected impact to its Consolidated Financial Statements.

In January 2017, the FASB issued ASU 2017- 04, "Intangibles-GoodwillandOther."This ASU simplifies the goodwill impairment calculation by eliminating therequirement to calculate the implied fair value of goodwill (i.e., Step 2 of today’s goodwill impairment test) to measure a goodwill impairment charge. Instead,entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., Step 1 of today’s goodwill impairmenttest). The standard will be applied prospectively and is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019.Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The Company is currently evaluating when it will adoptthe ASU and the expected impact to its Consolidated Financial Statements.

3. RECEIVABLES, NET

Table 3: Details of Receivables, Net

June 30, 2017 December 31, 2016

(inthousands)Trade receivables, gross $ 38,169 $ 33,199

Allowance for cash discounts and doubtful accounts (758) (726)

Receivables, net $ 37,411 $ 32,473

Trade receivables are recorded net of credit memos issued during the normal course of business.

4. INVENTORIES, NET

Table 4: Details of Inventories, Net

June 30, 2017 December 31, 2016

(inthousands)Finished products $ 7,474 $ 7,246

Raw materials 12,625 10,910

Supplies and other 7,012 7,083

Inventories, net $ 27,111 $ 25,239

9

Table of Contents

5. PROPERTY, PLANT AND EQUIPMENT, NET

Table 5: Details of Property, Plant and Equipment, Net

June 30, 2017 December 31, 2016

(inthousands)Land $ 13,186 $ 12,925

Buildings 112,971 112,583

Plant machinery 281,516 275,010

Mobile equipment 10,552 6,721

Construction in progress 10,136 15,016

Property, plant and equipment, at cost 428,361 422,255

Accumulated depreciation (130,430) (114,417)

Property, plant and equipment, net $ 297,931 $ 307,838

Depreciation expense was $9.4 million and $17.5 million for the three and six months ended June 30, 2017 , respectively, compared to $8.3 million and $16.7million for the three and six months ended June 30, 2016 , respectively.

6. CUSTOMER RELATIONSHIPS AND OTHER INTANGIBLES, NET

Table 6.1: Details of Customer Relationships and Other Intangibles, Net

June 30, 2017 December 31, 2016

Gross AccumulatedAmortization Net Gross

AccumulatedAmortization Net

(inthousands)Customer relationships $ 116,488 $ (53,226) $ 63,262 $ 116,267 $ (48,243) $ 68,024

Purchased and internally developed software 5,453 (4,219) 1,234 5,322 (3,289) 2,033

Trademarks 14,811 (3,785) 11,026 14,783 (3,285) 11,498

Total $ 136,752 $ (61,230) $ 75,522 $ 136,372 $ (54,817) $ 81,555

Amortization expense was $3.1 million and $6.3 million for the three and six months ended June 30, 2017 , respectively, compared to $3.5 million and $7.1 millionfor the three and six months ended June 30, 2016 , respectively.

Customer relationship assets are amortized over a 15 year period using an accelerated method that reflects the expected future cash flows from the acquiredcustomer list intangible asset. Trademarks are amortized on a straight-line basis over the estimated useful life of 15 years. Software development costs areamortized over a 3 year life with the expense recorded in selling and administrative expense.

Table 6.2: Future Amortization Expense of Customer Relationships and Other Intangibles

As of June 30, 2017

(inthousands)July 1, 2017 through December 31, 2017 $ 5,7652018 9,4682019 8,3982020 7,6552021 7,042Thereafter 37,194

Total $ 75,522

10

Table of Contents

7. INVESTMENT IN SEVEN HILLS

The Company is a party with an unaffiliated third party to a paperboard liner venture named Seven Hills Paperboard, LLC ("Seven Hills") that provides theCompany with a continuous supply of high-quality recycled paperboard liner to meet its ongoing production requirements.

The Company has evaluated the characteristics of its investment and determined that Seven Hills would be deemed a variable interest entity, but that it does nothave the power to direct the principal activities most impacting the economic performance of Seven Hills, and is thus not the primary beneficiary. As such, theCompany accounts for this investment in Seven Hills under the equity method of accounting.

Paperboard liner purchased from Seven Hills was $14.8 million and $26.8 million for the three and six months ended June 30, 2017 , respectively, compared to$11.1 million and $22.9 million for the three and six months ended June 30, 2016 , respectively. As of June 30, 2017 , the Company had certain purchasecommitments for paper totaling $35.6 million through 2020 .

8. ACCRUED AND OTHER LIABILITIES

Table 8: Details of Accrued and Other Liabilities

June 30, 2017 December 31, 2016

(inthousands)Employee-related costs $ 4,830 $ 9,595

Income taxes 1,568 —

Other taxes 3,013 2,088

Other 917 638

Accrued and other liabilities $ 10,328 $ 12,321

9. DEBT

Table 9.1: Details of Debt

June 30, 2017 December 31, 2016

(inthousands)First Lien Credit Agreement (a) $ 272,257 $ 273,625

Less: Original issue discount (net of amortization) (1,810) (1,946)

Less: Debt issuance costs (4,951) (5,317)

Total debt 265,496 266,362

Less: Current portion of long-term debt (1,720) (1,742)

Long-term debt $ 263,776 $ 264,620

(a) As of June 30, 2017, the Amended and Restated Credit Agreement, as amended, had a maturity date of August 18, 2023 and an interest rate of LIBOR (with a 0.75% floor)plus 2.50% , compared to as of December 31, 2016, at which time the First Lien Credit Agreement had the same maturity date and an interest rate of LIBOR (with a 0.75%floor) plus 2.75% .

In connection with the Acquisition, the Company purchased certain assets from Lafarge N.A. with cash. In order to finance a portion of the consideration payableto Lafarge N.A., the Company and its subsidiary Continental Building Products Operating Company, LLC ("OpCo") entered into a first lien credit agreement withCredit Suisse AG, as administrative agent, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as joint lead arrangers and joint bookrunners, and RoyalBank of Canada, as syndication agent (as amended on December 2, 2013, the "First Lien Credit Agreement") and a second lien credit agreement with Credit SuisseAG, as administrative agent, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as joint lead arrangers and joint bookrunners, and Royal Bank ofCanada, as syndication agent for term loan borrowings of $320 million and $120 million , respectively, and drew $25 million under a $50 million revolving creditfacility under the First Lien Credit Agreement. The available amount under the First Lien Credit Agreement term loan was subsequently increased to $415 million .In conjunction with the initial issuance of this debt, the Company incurred $15.3 million of debt issuance costs which were being amortized using the effectiveinterest rate method or the straight-line method which approximates the effective interest rate method, over the estimated life of the related debt. Interest under theFirst Lien Credit Agreement was floating. The margin applicable to the borrowing was reduced in the third quarter 2014 to 3.00% after the Company achieved aB2 rating with a stable outlook by Moody’s.

11

Table of Contents

On August 18, 2016, the Company, OpCo and Continental Building Products Canada Inc. and the lenders party thereto and Credit Suisse, as Administrative Agent,entered into an Amended and Restated Credit Agreement amending and restating the First Lien Credit Agreement (the "Amended and Restated CreditAgreement"). The Amended and Restated Credit Agreement provides for a $275 million senior secured first lien term loan facility and a $75 million senior securedrevolving credit facility (the "Revolver"), which mature on August 18, 2023 and August 18, 2021, respectively. Related to this debt refinancing, the Companyincurred $4.7 million of discount and debt issuance costs, of which $2.5 million was recorded in Other expense, net on the Consolidated Statements of Operations,and $2.2 million will be amortized over the term of the Amended and Restated Credit Agreement. Upon completion of this debt refinancing, the Companyrecognized an additional expense of $3.3 million related to losses resulting from debt extinguishment which is also reported in Other expense, net on theConsolidated Statements of Operations. The interest rate under the Amended and Restated Credit Agreement remained floating but was reduced to a spread overLIBOR of 2.75% and floor of 0.75% .

On February 21, 2017 , the Company repriced its term loan under the Amended and Restated Credit Agreement lowering its interest rate by a further 25 basispoints to LIBOR plus 2.50% thereby reducing its estimated interest expense by approximately $0.8 million per annum. All other terms and conditions under theAmended and Restated Credit Agreement remained the same. In connection with the debt repricing, the Company incurred $0.7 million of debt issuance costs,which was recorded in Other expense, net on the Consolidated Statements of Operations.

The First Lien Credit Agreement was, and the Amended and Restated Credit Agreement is, secured by the underlying property and equipment of the Company.During the six months ended June 30, 2017 , the Company made no voluntary prepayment of principal, compared to $25.0 million of voluntary prepayments in thesame period of 2016 . As of June 30, 2017 , the annual effective interest rate on the Amended and Restated Credit Agreement, including original issue discount andamortization of debt issuance costs, was 4.1% .

There were no amounts outstanding under the Revolver as of June 30, 2017 or December 31, 2016 . During the six months ended June 30, 2017 the Company didnot have any draws under the Revolver, compared to $22.0 million which the Company borrowed and repaid in full during the six months ended June 30, 2016under the applicable revolving credit facility. Interest under the Revolver is floating, based on LIBOR plus 225 basis points. In addition, the Company pays afacility fee of 50 basis points per annum on the total capacity under the Revolver. Availability under the Revolver as of June 30, 2017 , based on draws andoutstanding letters of credit and absence of violations of covenants, was $73.4 million .

Table 9.2: Future Minimum Principal Payments Due Under the Amended and Restated Credit Agreements

Amount Due

(inthousands)July 1, 2017 through December 31, 2017 $ 1,3682018 2,7362019 2,7362020 2,7362021 2,736Thereafter 259,945

Total Payments $ 272,257

Under the terms of the Amended and Restated Credit Agreement, the Company is required to comply with certain covenants, including among others, thelimitation of indebtedness, limitation on liens, and limitations on certain cash distributions. One single financial covenant governs all of the Company’s debt andonly applies if the outstanding borrowings of the Revolver plus outstanding letters of credit are greater than $22.5 million as of the end of the quarter. The financialcovenant is a total leverage ratio calculation, in which total debt less outstanding cash is divided by adjusted earnings before interest, depreciation andamortization. As the sum of outstanding borrowings under the Revolver and outstanding letters of credit were less than $22.5 million at June 30, 2017 , the totalleverage ratio of no greater than 5.0 under the financial covenant was not applicable at June 30, 2017 .

12

Table of Contents

10. DERIVATIVE INSTRUMENTS

The Company uses derivative instruments to manage selected commodity price and interest rate exposures. The Company does not use derivative instruments forspeculative trading purposes, and typically does not hedge beyond one year for commodity derivative instruments. Cash flows from derivative instruments areincluded in net cash provided by operating activities in the consolidated statements of cash flows.

CommodityDerivativeInstruments

As of June 30, 2017 , the Company had 2,420 thousand millions of British Thermal Units ("mmBTUs") in aggregate notional amount outstanding natural gas swapcontracts to manage commodity price exposures. All of these contracts mature by July 31, 2018 . The Company elected to designate these derivative instruments ascash flow hedges in accordance with FASB Accounting Standards Codification ("ASC") 815-20, Derivatives–Hedging. For derivative contracts designated ascash flow hedges, the effective portion of changes in the fair value of the derivative is recorded to accumulated other comprehensive income, and is reclassified toearnings when the underlying forecasted transaction affects earnings. The ineffective portion of changes in the fair value of the derivative is recorded in cost ofgoods sold. The net unrealized loss that remained in accumulated other comprehensive loss as of June 30, 2017 was $0.1 million which is net of a tax amount of$0.1 million . The net unrealized gain that remained in accumulated other comprehensive loss as of December 31, 2016 was $0.2 million which is net of a taxamount of $0.1 million . No ineffectiveness was recorded on these contracts during the three and six months ended June 30, 2017 and 2016 . The Companyreassesses the probability of the underlying forecasted transactions occurring on a quarterly basis.

For the three and six months ended June 30, 2017 , approximately $0.3 million of loss, net of $0.1 million of tax and $0.3 million of loss, net of $0.2 million of tax,respectively, were recognized in other comprehensive income for the commodity contracts. For both the three and six months ended June 30, 2017 , the amount ofgain reclassified from accumulated other comprehensive loss into income was $0.1 million . As of June 30, 2017 , there was $0.1 million recorded in other currentassets and $0.2 million was recorded in other current liabilities. For the three and six months ended June 30, 2016 , approximately $0.3 million of gain, net of $0.2million of tax expense, and $0.2 million of gain, net of $0.1 million of tax expense, respectively, were recognized in other comprehensive income for thecommodity contracts. For the three and six months ended June 30, 2016 , the amount of loss reclassified from accumulated other comprehensive loss into incomewas $0.2 million and $0.4 million , respectively. As of December 31, 2016 , $0.4 million was recorded in other current assets.

InterestRateDerivativeInstrument

In September 2016, the Company entered into interest rate swap agreements for a combined notional amount of $100.0 million with a term of four years , whichhedged the floating LIBOR on a portion of the term loan under the Amended and Restated Credit Agreement to an average fixed rate of 1.323% and LIBOR floorof 0.75% . The Company elected to designate these interest rate swaps as cash flow hedges for accounting purposes. The net unrealized gain that remained inaccumulated other comprehensive loss as of June 30, 2017 was $1.0 million which is net of a tax amount of $0.5 million . The net unrealized gain that remained inaccumulated other comprehensive loss as of December 31, 2016 was $1.2 million which is net of a tax amount of $0.6 million . For the three and six months endedJune 30, 2017 , the amount of loss reclassified from accumulated other comprehensive loss into income was $44,000 and $0.1 million , respectively. For the threeand six months ended June 30, 2017 , approximately $0.3 million of loss, net of tax expense of $0.2 million and $0.2 million of loss, net of tax expense of$0.1 million , respectively, were recognized in other comprehensive income for the interest rate swaps. As of June 30, 2017 , there was $1.5 million recorded inother current assets. No ineffectiveness was recorded on these contracts during the three and six months ended June 30, 2017 .

CounterpartyRisk

The Company is exposed to credit losses in the event of nonperformance by the counterparties to the Company’s derivative instruments. As of June 30, 2017 , theCompany’s derivatives were in a $1.3 million net asset position. All of the Company’s counterparties have investment grade credit ratings; accordingly, theCompany anticipates that the counterparties will be able to fully satisfy their obligations under the contracts. The Company’s agreements outline the conditionsupon which it or the counterparties are required to post collateral. As of June 30, 2017 , the Company had no collateral posted with its counterparties related to thederivatives.

13

Table of Contents

11. TREASURY STOCK

On November 4, 2015 , the Company announced that the Board of Directors approved a new stock repurchase program authorizing the Company to repurchase upto $50 million of its common stock, at such times and prices as determined by management as market conditions warrant, through December 31, 2016 . Pursuant tothis authorization, on March 18, 2016 , the Company repurchased 900,000 shares of its common stock from LSF8 in a private transaction at a price per share of$16.10 , or an aggregate of approximately $14.5 million , pursuant to a stock purchase agreement dated March 14, 2016 . The Company has also repurchasedshares of its common stock in the open market under this authorization. On August 3, 2016 , the Company announced the Board of Directors had approved anexpansion of its stock repurchase program by $50 million , increasing the aggregate authorization from up to $50 million to up to $100 million . The program wasalso extended from the end of 2016 to the end of 2017 .

On February 21, 2017 , the Board of Directors further expanded the Company's share repurchase program up to a total of $200 million of its common stock andextended the expiration date to December 31, 2018 .

All repurchased shares are held in treasury, reducing the number of shares of common stock outstanding and used in the Company’s earnings per share calculation.

Table 11: Treasury Stock Activity

June 30, 2017 June 30, 2016

Shares Amount (a) Average Share Price

(a) Shares Amount (a) Average Share Price

(a)

(inthousands,exceptsharedata)For the Three Months Ended: Beginning Balance 4,716,778 $ 93,993 $ 19.93 3,446,208 $ 65,505 $ 19.01

Repurchases on open market 932,000 22,599 24.25 231,980 4,984 21.48

Ending Balance 5,648,778 $ 116,592 $ 20.64 3,678,188 $ 70,489 $ 19.16

For the Six Months Ended: Beginning Balance 4,499,655 $ 88,756 $ 19.73 2,395,049 $ 48,479 $ 20.24

Repurchases on open market 1,149,123 27,836 24.22 383,139 7,520 19.63Repurchase from LSF8 in privatetransaction — — — 900,000 14,490 16.10

Ending Balance 5,648,778 $ 116,592 $ 20.64 3,678,188 $ 70,489 $ 19.16

(a) Includes commissions paid for repurchases on open market.

12. SHARE-BASED COMPENSATION

Stockoptions,RestrictedStockAwards,RestrictedStockUnitsandPerformanceRestrictedStockUnits

On May 1, 2017 , the Company granted one employee 1,701 Restricted Share Units ("RSUs") that vest ratably over four years from the grant date. The marketprice on the date of grant was $24.30 .

On May 1, 2017 , the Company also granted one employee 1,702 Performance Based RSUs ("PRSUs"). The PRSUs vest on December 31, 2019 , with the exactnumber of PRSUs vesting subject to the achievement of certain performance conditions through December 31, 2018 . The number of PRSUs earned will vary from0% to 200% of the number of PRSUs awarded, depending on the Company’s performance relative to a cumulative two year EBITDA target for fiscal years 2017and 2018. The market price on the date of grant was $24.30 .

For the three and six months ended June 30, 2017 , the Company recognized share-based compensation expenses of $0.8 million and $1.5 million , respectively,compared to $0.8 million and $1.2 million for the three and six months ended June 30, 2016 , respectively. The expenses related to share-based compensationawards were recorded in selling and administrative expenses. As of June 30, 2017 , there was $5.8 million of total unrecognized compensation cost related to non-vested stock options, restricted stock awards, RSUs and PRSUs. This cost is expected to be recognized over a weighted-average period of 2.5 years .

14

Table of Contents

13. ACCUMULATED OTHER COMPREHENSIVE LOSS

Table 13: Changes in Accumulated Other Comprehensive Loss by Category

Foreign currency

translation adjustment Net unrealized gain onderivatives, net of tax Total

(inthousands)Balance as of December 31, 2016 $ (4,778) $ 1,369 $ (3,409)

Other comprehensive income/(loss) before reclassifications 564 (793) (229)

Amounts reclassified from AOCI — 215 215

Net current period other comprehensive income/(loss) 564 (578) (14)

Balance as of June 30, 2017 $ (4,214) $ 791 $ (3,423)

14. INCOME TAXES

The Company’s annual estimated effective tax rate is approximately 33.43% . The Company is subject to audit examinations at federal, state and local levels by taxauthorities in those jurisdictions. In addition, the Canadian operations are subject to audit examinations at federal and provincial levels by tax authorities in thosejurisdictions. The tax matters challenged by the tax authorities are typically complex; therefore, the ultimate outcome of any challenges would be subject touncertainty. The Company has not identified any issues that did not meet the recognition threshold or would be impacted by the measurement provisions of theuncertain tax position guidance.

15. EARNINGS PER SHARE

The following table shows the weighted average number of shares used in computing earnings per share and the effect on the weighted average number of sharesof potentially dilutive securities. Potentially dilutive common stock has no effect on income available to common stockholders. For the three and six months endedJune 30, 2017 , approximately, 1,000 and 43,000 share-based compensation awards, respectively, were excluded from the weighted average shares outstandingbecause their impact would be anti-dilutive in the computation of dilutive earnings per share. Awards excluded for the same periods in 2016 were 165 and 77,000 ,respectively.

Table 15: Basic and Dilutive Earnings Per Share For the Three Months Ended For the Six Months Ended


(dollarsinthousands,exceptforpershareamounts)Net income $ 12,398 $ 12,722 $ 24,625 $ 25,223

Weighted average number of shares outstanding - basic 39,125,571 40,670,650 39,349,674 41,097,472

Effect of dilutive securities: Restricted stock awards 5,880 7,449 7,971 7,236

Restricted stock units 39,988 25,095 57,169 15,789

Performance restricted stock units 17,837 — 17,180 —

Stock options 20,943 13,968 22,934 7,969

Total effect of dilutive securities 84,648 46,512 105,254 30,994

Weighted average number of shares outstanding - diluted 39,210,219 40,717,162 39,454,928 41,128,466

Basic earnings per share $ 0.32 $ 0.31 $ 0.63 $ 0.61

Diluted earnings per share $ 0.32 $ 0.31 $ 0.62 $ 0.61

15

Table of Contents

16. COMMITMENTS AND CONTINGENCIES

Commitments

The Company leases certain buildings and equipment. The Company’s facility and equipment leases may provide for escalations of rent or rent abatements andpayment of pro rata portions of building operating expenses. Minimum lease payments are recognized on a straight-line basis over the minimum lease term. Thetotal expenses under operating leases for the three and six months ended June 30, 2017 was $0.9 million and $1.7 million , respectively, compared to $1.1 millionand $2.1 million for the same periods in 2016 , respectively. The Company also has non-capital purchase commitments that primarily relate to gas, gypsum, paperand other raw materials. The total amounts purchased under such commitments were $21.7 million and $42.8 million for the three and six months ended June 30,2017 , respectively, compared to $15.5 million and $33.1 million for the three and six months ended June 30, 2016 , respectively.

Table 16: Future Minimum Lease Payments Due Under Noncancellable Operating Leases and Purchase Commitments

Future Minimum Lease Payments Purchase Commitments

(inthousands)July 1, 2017 through December 31, 2017 $ 556 $ 22,857

2018 616 26,979

2019 1,494 26,718

2020 — 17,442

2021 — 5,237

Thereafter — 64,256

Total $ 2,666 $ 163,489

Contingentobligations

Under certain circumstances, the Company provides letters of credit related to its natural gas and other supply purchases. As of June 30, 2017 and December 31,2016 , the Company had outstanding letters of credit of approximately $1.6 million and $2.1 million , respectively.

LegalMatters

In the ordinary course of business, the Company executes contracts involving indemnifications standard in the industry. These indemnifications might includeclaims relating to any of the following: environmental and tax matters; intellectual property rights; governmental regulations and employment-related matters;customer, supplier, and other commercial contractual relationships; and financial matters. While the maximum amount to which the Company may be exposedunder such agreements cannot be estimated, it is the opinion of management that these guarantees and indemnifications are not expected to have a material adverseeffect on the Company’s financial condition, results of operations or liquidity.

In the ordinary course of business, the Company is involved in certain legal actions and claims, including proceedings under laws and regulations relating toenvironmental and other matters. Because such matters are subject to many uncertainties and the outcomes are not predictable with assurance, the total liability forthese legal actions and claims cannot be determined with certainty. When the Company determines that it is probable that a liability for environmental matters,legal actions or other contingencies has been incurred and the amount of the loss is reasonably estimable, an estimate of the costs to be incurred is recorded as aliability in the financial statements. As of June 30, 2017 and December 31, 2016 , such liabilities were not expected to have a material adverse effect on theCompany’s financial condition, results of operations or liquidity. While management believes its accruals for such liabilities are adequate, the Company may incurcosts in excess of the amounts provided. Although the ultimate amount of liability that may result from these matters or actions is not ascertainable, any amountsexceeding the recorded accruals are not expected to have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

16

Table of Contents

17. SEGMENT REPORTING

Segment information is presented in accordance with ASC 280, SegmentReporting,which establishes standards for reporting information about operatingsegments. It also establishes standards for related disclosures about products and geographic areas. The Company’s primary reportable segment is wallboard,which represented approximately 97.2% and 96.9% of the Company's revenues for the three and six months ended June 30, 2017 , respectively, compared to 97.0%and 96.8% of the Company's revenues for the three and six months ended June 30, 2016 , respectively. This segment produces wallboard for the commercial andresidential construction sectors. The Company also manufactures finishing products, which complement the Company’s full range of wallboard products.

Revenues from the major products sold to external customers include gypsum wallboard and finishing products.

The Company’s two geographic areas consist of the United States and Canada for which it reports net sales, fixed assets and total assets.

The Company evaluates operating performance based on profit or loss from operations before certain adjustments as shown below. Revenues are attributed togeographic areas based on the location of the assets producing the revenues. The Company did not provide asset information by segment as its Chief OperatingDecision Maker does not use such information for purposes of allocating resources and assessing segment performance.

Table 17.1: Segment Reporting



(inthousands)Net Sales: Wallboard $ 117,194 $ 113,593 $ 233,670 $ 221,192

Other 3,436 3,522 7,575 7,408

Total net sales $ 120,630 $ 117,115 $ 241,245 $ 228,600

Operating income: Wallboard $ 21,819 $ 23,216 $ 43,411 $ 45,620

Other (199) (8) (104) 158

Total operating income $ 21,620 $ 23,208 $ 43,307 $ 45,778

Adjustments: Interest expense $ (3,062) $ (3,648) $ (5,978) $ (7,346)

Income/(losses) from equity investment 345 (240) 175 (435)


Income before provision for income taxes $ 18,768 $ 19,326 $ 36,725 $ 38,157

Depreciation and Amortization: Wallboard $ 12,177 $ 11,566 $ 23,199 $ 23,240

Other 297 276 561 548

Total depreciation and amortization $ 12,474 $ 11,842 $ 23,760 $ 23,788

Table 17.2: Net Sales By Geographic Region



(inthousands)United States $ 113,665 $ 107,694 $ 224,051 $ 211,336

Canada 6,965 9,421 17,194 17,264

Net sales $ 120,630 $ 117,115 $ 241,245 $ 228,600

17

Table of Contents

Table 17.3: Assets By Geographic Region

Fixed Assets Total Assets

June 30, 2017 December 31, 2016 June 30, 2017 December 31, 2016

(inthousands)United States $ 294,561 $ 304,807 $ 610,355 $ 617,050

Canada 3,370 3,031 18,470 17,699

Total $ 297,931 $ 307,838 $ 628,825 $ 634,749

18. FAIR VALUE DISCLOSURES

U.S. GAAP provides a framework for measuring fair value, establishes a fair value hierarchy of the valuation techniques used to measure the fair value andrequires certain disclosures relating to fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer aliability in an orderly transaction between market participants in a market with sufficient activity.

The three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, is as follows:

• Level 1—Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities that a Company has the ability to access;

• Level 2—Inputs, other than the quoted market prices included in Level 1, which are observable for the asset or liability, either directly or indirectly; and

• Level 3—Unobservable inputs for the asset or liability which is typically based on an entity’s own assumptions when there is little, if any, related marketdata available.

The Company evaluates assets and liabilities subject to fair value measurements on a recurring and non-recurring basis to determine the appropriate level toclassify them for each reporting period. This determination requires significant judgments to be made by the Company. The fair values of receivables, accountspayable, accrued costs and other current liabilities approximate the carrying values as a result of the short-term nature of these instruments.

The Company estimates the fair value of its debt by discounting the future cash flows of each instrument using estimated market rates of debt instruments withsimilar maturities and credit profiles. These inputs are classified as Level 3 within the fair value hierarchy. As of June 30, 2017 and December 31, 2016 , thecarrying value reported in the consolidated balance sheet for the Company’s notes payable approximated its fair value.

The only assets or liabilities the Company had at June 30, 2017 that are recorded at fair value on a recurring basis are the natural gas hedges and interest rateswaps. The natural gas hedges had a negative fair value of $0.1 million as of June 30, 2017 , net of tax amount of $0.1 million , compared to a positive fair value of0.2 million , net of tax amount of $0.1 million as of December 31, 2016 . Interest rate swaps had a positive fair value of $1.0 million as of June 30, 2017 , net of taxamount of $0.5 million , compared to a positive fair value of $1.2 million as of December 31, 2016 , net of tax amount of $0.6 million . Both the natural gas hedgesand interest rate swaps are classified within Level 2 of the fair value hierarchy as they are valued using third party pricing models which contain inputs that arederived from observable market data. Generally, the Company obtains its Level 2 pricing inputs from its counterparties. Substantially all of these assumptions areobservable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at whichtransactions are executed in the marketplace.

Assets and liabilities that are measured at fair value on a non-recurring basis include intangible assets and goodwill. These items are recognized at fair value whenthey are considered to be impaired.

There were no fair value adjustments for assets and liabilities measured on a non-recurring basis. The Company discloses fair value information about financialinstruments for which it is practicable to estimate that value.

18

Table of Contents

Item2.Management'sDiscussionandAnalysisofFinancialConditionandResultsofOperations

Thefollowingdiscussionandanalysisisintendedtohelpthereaderunderstandourbusiness,financialcondition,resultsofoperations,liquidityandcapitalresources.Youshouldreadthisdiscussioninconjunctionwith"RiskFactors,""Forward-LookingStatements,""SelectedHistoricalFinancialandOperatingData,"andourfinancialstatementsandrelatednotesincludedinourAnnualReportonForm10-Kforfiscalyear2016filedwiththeSecuritiesandExchangeCommissiononFebruary24,2017(the"201610-K")andelsewhereinthisQuarterlyReportonForm10-Q,asapplicable.

Overview

We are a leading manufacturer of gypsum wallboard and complementary finishing products in the eastern United States and eastern Canada. We operate highlyefficient and automated manufacturing facilities that produce a full range of gypsum wallboard products for our diversified customer base. We sell our products inthe new residential, repair and remodel, or R&R, and commercial construction markets.

Our primary reportable segment is wallboard, which accounted for approximately 97.2% and 96.9% of our net sales for the three and six months ended June 30,2017 , respectively, compared to 97.0% and 96.8% of our net sales for the three and six months ended June 30, 2016 , respectively. We also operate other businessactivities, primarily the production of finishing products, which complement our full range of wallboard products. See Note 17 to the Consolidated FinancialStatements for additional information on our reporting segments.

FactorsAffectingOurResults

Market

For the new residential construction market, housing starts are a good indicator of demand for our gypsum products. Installation of our gypsum products into asingle family home typically follows a housing start by 90 to 120 days. The R&R market includes renovation of both residential and nonresidential buildings.Many buyers begin to remodel an existing home within two years of purchase. The generally rising levels of existing home sales and home resale values in recentyears have contributed to an increase in demand for our products from the R&R market. The commercial construction market encompasses areas such as office,retail, heath care, hospitality, and government projects. Demand for our products from commercial construction typically follows signing of construction contractsby 12 to 18 months.

The rate of recovery in the new residential construction market, R&R market, and the new nonresidential construction market remains uncertain and will dependon broader economic circumstances, including employment, household formation, the home ownership rate, existing home price trends, availability of mortgagefinancing, interest rates, consumer confidence, job growth and discretionary business investment.

Wallboard pricing can be impacted by overall industry capacity in the United States. Currently, there is excess wallboard production capacity industry-wide in theUnited States which can lead to downward pressure on wallboard prices. We estimate that industry capacity utilization was approximately 75% and 73% for thethree and six months ended June 30, 2017, respectively, and 73% for both the three and six months ended June 30, 2016.

MarketOutlook

Most forecasts continue to project moderate growth in housing starts. Industry Analysts’ forecasts for 2017 housing starts in the United States included in the mostrecent Blue Chip Economic Indicators are 1.19 million to 1.29 million units, based on the average of the bottom ten and top ten forecasts included in the report,respectively. This forecast range represents an increase in the range of 2% and 10% over 2016 housing starts of 1.17 million. We also expect that the R&R and newcommercial construction markets will continue to experience moderate growth.

Industry shipments of gypsum wallboard in the United States as reported by the Gypsum Association, were an estimated 6.2 billion and 12.2 billion square feet forthe three and six months ended June 30, 2017, respectively. The 6.2 billion square feet is up 3% when compared to the three months ended June 30, 2016, whilethe 12.2 billion is flat from the same prior year period. We estimate that industry shipments in the United States for all of 2017 will increase mid-single digits from24.7 billion square feet in 2016.

19

Table of Contents

ManufacturingCosts

Paper and synthetic gypsum are our principal wallboard raw materials. Paper constitutes our most significant input cost and the most significant driver of ourvariable manufacturing costs. Energy costs, consisting of natural gas and electricity, are the other key input costs. In total, manufacturing cash costs represented64% of our costs of goods sold for both the three and six months ended June 30, 2017 , compared to 61% and 62% for the same periods in 2016 , respectively.Depreciation and amortization represented 13% of our costs of goods sold for both the three and six months ended June 30, 2017 , compared to 14% of our costs ofgoods sold for the same periods in 2016 . Distribution costs to deliver products to our customers represented the remaining portion of our costs of goods sold, orapproximately 23% of our costs of goods sold for both the three and six months ended June 30, 2017 , compared to 25% and 24% of our costs of goods sold for thesame periods in 2016 , respectively.

Variable manufacturing costs, including inputs such as paper, gypsum, natural gas, and other raw materials, represented 70% and 71% of our manufacturing cashcosts for the three and six months ended June 30, 2017 , respectively, compared to 67% and 68% for the same periods in 2016 , respectively. Fixed productioncosts excluding depreciation and amortization consisted of labor, maintenance, and other costs that represented 30% and 29% of our manufacturing cash costs forthe three and six months ended June 30, 2017 , respectively, compared to 33% and 32% for the same periods in 2016 , respectively.

We currently purchase most of our paperboard liner from Seven Hills, a joint venture between us and WestRock Company. Under the joint venture agreement withSeven Hills, the price of paper adjusts based on changes in the underlying costs of production of the paperboard liner, of which the two most significant arerecovered waste paper and natural gas. The largest waste paper source used by the operation is old cardboard containers (known as OCC). Seven Hills has thecapacity to supply us with approximately 75% of our paper needs at our full capacity utilization and most of our needs at current capacity utilization on market-based pricing terms that we consider favorable. We also purchase additional paper on the spot market at competitive prices. See Note 7 to the ConsolidatedFinancial Statements for additional information regarding our investment in Seven Hills.

20

Table of Contents

ResultsofOperations

Table M1: Results of Operations



(dollarsinthousands,exceptmillnet)Net Sales $ 120,630 $ 117,115 $ 241,245 $ 228,600

Costs, expenses and other income: Cost of goods sold 89,817 83,744 179,441 163,699

Selling and administrative 9,193 10,163 18,497 19,123

Total costs and operating expenses 99,010 93,907 197,938 182,822

Operating income 21,620 23,208 43,307 45,778


Interest expense, net (3,062) (3,648) (5,978) (7,346)Income before income/(losses) from equity method investmentand provision for income taxes 18,423 19,566 36,550 38,592

Income/(losses) from equity method investment 345 (240) 175 (435)

Income before provision for income taxes 18,768 19,326 36,725 38,157

Provision for income taxes (6,370) (6,604) (12,100) (12,934)

Net income $ 12,398 $ 12,722 $ 24,625 $ 25,223

Other operating data: Capital expenditures and software purchased or developed $ 2,843 $ 1,854 $ 8,203 $ 2,121

Wallboard sales volume (million square feet) 647 643 1,297 1,260

Mill net sales price (1) $ 150.32 $ 144.86 $ 149.11 $ 144.74

(1) Mill net sales price represents average selling price per thousand square feet net of freight and delivery costs.

ThreeMonthsEndedJune30,2017ComparedtoThreeMonthsEndedJune30,2016

NetSales.Net sales increased by $3.5 million , up 3.0% from $117.1 million for the three months ended June 30, 2016 , to $120.6 million for the three monthsended June 30, 2017 . The increase was primarily attributable to a favorable impact of $3.2 million due to an increase in the average net selling price for gypsumwallboard at constant exchange rates. In addition, there was a $0.7 million favorable impact of higher wallboard volumes driven by higher demand in the UnitedStates. The overall increase in net sales was partially offset by unfavorable impact of $0.3 million related to foreign currency exchange rates and $0.1 millionrelated to non-wallboard products.

CostofGoodsSold.Cost of goods sold increased $6.1 million , up 7.3% from $83.7 million for the three months ended June 30, 2016 , to $89.8 million for thethree months ended June 30, 2017 . The increase was primarily driven by higher per unit input costs, mainly related to paper, gypsum and natural gas whichincreased cost of goods sold by $5.6 million . Amortization and depreciation costs and labor costs increased by $0.6 million and $0.4 million , respectively. Inaddition, higher wallboard volumes increased freight costs and input costs by $0.1 million and $0.2 million , respectively. The overall increase was partially offsetby a $0.6 million decrease due to lower per unit freight costs and a $0.2 million increase in other manufacturing costs.

SellingandAdministrativeExpense.Selling and administrative expense decreased $1.0 million , down 9.8% from $10.2 million for the three months endedJune 30, 2016 , to $9.2 million for the three months ended June 30, 2017 . This decrease was mainly driven by a $0.4 million decrease in professional services, a$0.2 million decrease in bad debt expense, a $0.2 million in warehouse lease expense and a $0.2 million decrease in other selling and administrative expense.

OperatingIncome.Operating income of $21.6 million for the three months ended June 30, 2017 decreased by $1.6 million from operating income of $23.2 millionfor the three months ended June 30, 2016 . The primary drivers for this decrease were higher input and labor costs, partially offset by higher net sales and lowerfreight costs for the second quarter 2017 versus the second quarter 2016 .

Other(Expense)/Income,Net.Other (expense)/income, net, was a net expense of $0.1 million for the three months ended June 30, 2017 compared to net incomeof $6,000 for the three months ended June 30, 2016 .

21

Table of Contents

InterestExpense,Net.Interest expense was $3.1 million for the three months ended June 30, 2017 , a decrease of $0.5 million from $3.6 million for the threemonths ended June 30, 2016 , reflecting lower average outstanding borrowings during second quarter 2017 compared to second quarter 2016 and the lower interestrate spread over LIBOR following the debt refinancing in August 2016 and repricing in February 2017. This decrease was partially offset by the rise in LIBOR.See Note 9 to the Consolidated Financial Statements for further details on the refinancing and repricing.

ProvisionforIncomeTaxes.Provision for income taxes decreased $0.2 million from $6.4 million for the three months ended June 30, 2017 , compared to$6.6 million in the prior period. The lower provision for income taxes was primarily driven by lower pretax income and a slightly lower annual estimated effectivetax rate.

SixMonthsEndedJune30,2017ComparedtoSixMonthsEndedJune30,2016

NetSales.Net sales increased by $12.6 million , up 5.5% from $228.6 million for the six months ended June 30, 2016 , to $241.2 million for the six months endedJune 30, 2017 . The increase was primarily attributable to a $6.5 million favorable impact of higher wallboard volumes driven by higher demand in the UnitedStates and a favorable impact of $6.1 million due to an increase in the average net selling price for gypsum wallboard at constant exchange rates.

CostofGoodsSold.Cost of goods sold increased $15.7 million , up 9.6% from $163.7 million for the six months ended June 30, 2016 , to $179.4 million for thesix months ended June 30, 2017 . Higher per unit input costs, mainly related to paper, gypsum and natural gas increased cost of goods sold by $10.6 million andhigher per unit freight costs increased $0.3 million . In addition, higher wallboard volumes increased input costs and freight costs by and $1.9 million and $1.1million , respectively. Furthermore, labor costs increased by $1.3 million . The remaining increase of $0.5 million was due to other manufacturing costs.

SellingandAdministrativeExpense.Selling and administrative expense decreased $0.6 million , down 3.1% from $19.1 million for the six months ended June 30,2016 , to $18.5 million for the six months ended June 30, 2017 . This decrease was driven by a $0.8 million decrease in professional services and a $0.2 milliondecrease in warehouse lease expenses. The overall decrease was partially offset by a $0.3 million increase in stock compensation and a $0.1 million increase inother selling and administrative expenses.

OperatingIncome.Operating income of $43.3 million for the six months ended June 30, 2017 decreased by $2.5 million from operating income of $45.8 millionfor the six months ended June 30, 2016 . The primary drivers for this decrease were higher input, freight and labor costs, partially offset by an increase in net salesresulting from higher volumes and sales price.

Other(Expense)/Income,Net.Other (expense)/income, net, was a net expense of $0.8 million for the six months ended June 30, 2017 compared to net income of$0.2 million for the six months ended June 30, 2016 . The $1.0 million increase in expense was primarily driven by $0.7 million in additional expenses associatedwith the debt repricing in the first quarter 2017. See Note 9 to the Consolidated Financial Statements for further details on the repricing.

InterestExpense,Net.Interest expense was $6.0 million for the six months ended June 30, 2017 , a decrease of $1.3 million from $7.3 million for the six monthsended June 30, 2016 , reflecting lower average outstanding borrowings and the lower interest rate spread over LIBOR following the debt refinancing in August2016 and repricing in February 2017. This decrease was partially offset by the rise in LIBOR. See Note 9 to the Consolidated Financial Statements for furtherdetails on the refinancing and repricing.

ProvisionforIncomeTaxes.Provision for income taxes decreased $0.8 million from $12.1 million for the six months ended June 30, 2017 , compared to$12.9 million in the prior year period. The lower provision for income taxes was primarily driven by lower pretax income, a slightly lower annual estimatedeffective tax rate, and a $0.2 million favorable discrete tax item related to excess tax benefits on stock compensation recognized in connection with the adoption ofnew accounting guidance .See Note 2 to the Consolidated Financial Statements for further detail on our adoption of this share-based compensation accountingguidance.

22

Table of Contents

Non-GAAPMeasures

EBITDA has been presented in this Quarterly Report on Form 10-Q as a supplemental measure of financial performance that is not required by, or presented inaccordance with, GAAP. We have presented EBITDA as a supplemental performance measure because we believe that it facilitates a comparative assessment ofour operating performance relative to our performance based on our results under GAAP while isolating the effects of some items that vary from period to periodwithout any correlation to core operating performance and eliminates certain charges that we believe do not reflect our operations and underlying operationalperformance. Management also believes that EBITDA is useful to investors because it allows investors to view our business through the eyes of management andthe board of directors, facilitating comparison of results across historical periods.

EBITDA may not be comparable to similarly titled measures of other companies because other companies may not calculate EBITDA in the same manner as wedo. EBITDA is not a measurement of our financial performance under GAAP and should not be considered in isolation from or as an alternative to net incomecalculated in accordance with GAAP or any other financial statement data presented as an indicator of financial performance or liquidity, as calculated andpresented in accordance with GAAP.

Table M2: Reconciliation of EBITDA to Net Income



(inthousands)Net income $ 12,398 $ 12,722 $ 24,625 $ 25,223

Adjustments: Other expense/(income), net 135 (6) 779 (160)

Interest expense, net 3,062 3,648 5,978 7,346

(Income)/losses from equity method investment (345) 240 (175) 435

Provision for income taxes 6,370 6,604 12,100 12,934

Depreciation and amortization 12,474 11,842 23,760 23,788

EBITDA—Non-GAAP Measure $ 34,094 $ 35,050 $ 67,067 $ 69,566

23

Table of Contents

LiquidityandCapitalResources

Our primary sources of liquidity are cash on hand, cash from operations, and borrowings under our debt financing arrangements. We believe these sources will besufficient to fund our planned operations and capital expenditures. See Note 9 to the Consolidated Financial Statements for a more detailed discussion of our debtfinancing arrangements.

Table M3: Net Change in Cash and Cash Equivalents


June 30, 2017 June 30, 2016

(inthousands)Net cash provided by operating activities $ 42,494 $ 49,503

Net cash used in investing activities (8,636) (1,991)

Net cash used in financing activities (29,863) (46,990)

Effect of foreign exchange rates on cash and cash equivalents 316 475

Net change in cash and cash equivalents $ 4,311 $ 997

NetCashProvidedByOperatingActivities

Net cash provided by operating activities for the six months ended June 30, 2017 and 2016 was $42.5 million and $49.5 million , respectively. The decrease of$7.0 million in 2017 compared to 2016 was primarily driven by a decrease in net income and a decrease in cash from changes in working capital.

NetCashUsedInInvestingActivities

Net cash used in investing activities for the six months ended June 30, 2017 was $8.6 million , compared to $2.0 million for the six months ended June 30, 2016 .The investing activities for the six months ended June 30, 2017 primarily reflect an aggregate of $8.2 million in capital expenditures and software purchased ordeveloped, compared to $2.1 million for the six months ended June 30, 2016 . The remaining increase is driven by distributions and contributions related to ourequity investment in Seven Hills.

NetCashUsedInFinancingActivities

Net cash used in financing activities for the six months ended June 30, 2017 was $29.9 million , compared to $47.0 million for the six months ended June 30, 2016. During the six months ended June 30, 2017 , we repriced the Amended and Restated Credit Agreement, resulting in a net outflow of $0.6 million . See Note 9 tothe Consolidated Financial Statements for a more detailed discussion of the repricing. We made principal payments on our outstanding debt of $1.4 million and$25.0 million for the six months ended June 30, 2017 and 2016 , respectively. We also deployed $27.8 million and $22.0 million during six months ended June 30,2017 and 2016 , respectively, to repurchase common stock.

CriticalAccountingPoliciesandEstimates

The preparation of our financial statements requires us to make estimates, judgments and assumptions that affect the reportedamounts of assets, liabilities, revenues and expenses during the periods presented. Our 2016 10-K includes a summary of thecritical accounting policies we believe are the most important to aid in understanding our financial results. There have been nochanges to those critical accounting policies that have had a material impact on our reported amounts of assets, liabilities,revenues or expenses during the six months ended June 30, 2017 .

24

Table of Contents

Forward-LookingStatements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, andSection 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are included throughout this QuarterlyReport on Form 10-Q, and relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations,margins, profitability, capital expenditures, liquidity, capital resources and other financial and operating information. We have used the words "anticipate,""assume," "believe," "contemplate," "continue," "could," "estimate," "expect," "future," "intend," "may," "plan," "potential," "predict," "project," "seek," "should,""target," "will" and similar terms and phrases to identify forward-looking statements in this Quarterly Report on Form 10-Q. All of our forward-looking statementsare subject to risks and uncertainties that may cause actual results to differ materially from those that we are expecting, including:

• cyclicality in our markets, especially the new residential construction market;• the highly competitive nature of our industry and the substitutability of competitors’ products;• disruptions in our supply of synthetic gypsum due to regulatory changes or coal-fired power plants ceasing or reducing operations or switching to

natural gas;• changes to environmental and safety laws and regulations requiring modifications to our manufacturing systems;• potential losses of customers;• changes in affordability of energy and transportation costs;• material disruptions at our facilities or the facilities of our suppliers;• disruptions to our supply of paperboard liner, including termination of the WestRock contract;• changes in, cost of compliance with or the failure or inability to comply with governmental laws and regulations, in particular environmental

regulations;• our involvement in legal and regulatory proceedings;• our ability to attract and retain key management employees;• disruptions in our information technology systems;• labor disruptions;• seasonal nature of our business; and• additional factors discussed under the sections captioned "Risk Factors," "Management’s Discussion and Analysis of Financial Condition and

Results of Operations" and "Business" in our SEC filings.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on historical performance and management’s current plans, estimatesand expectations in light of information currently available to us and are subject to uncertainty and changes in circumstances. There can be no assurance that futuredevelopments affecting us will be those that we have anticipated. Actual results may differ materially from these expectations due to changes in global, regional orlocal political, economic, business, competitive, market, regulatory and other factors, many of which are beyond our control. We believe that these factors includethose described in the section captioned "Risk Factors" in the 2016 10-K. Should one or more of these risks or uncertainties materialize, or should any of ourassumptions prove to be incorrect, our actual results may vary in material respects from what we may have expressed or implied by these forward-lookingstatements. We caution that you should not place undue reliance on any of our forward-looking statements. Any forward-looking statement made by us in thisQuarterly Report on Form 10-Q speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge fromtime to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result ofnew information, future developments or otherwise, except as may be required by applicable securities laws.

25

Table of Contents

Item3.QuantitativeandQualitativeDisclosuresAboutMarketRisk

In the normal course of business, we are exposed to financial risks such as changes in interest rates, foreign currency exchange rates, commodity price riskassociated with our input costs and counterparty risk. We use derivative instruments to manage selected commodity price and interest rate exposures.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our outstanding debt, and cash and cash equivalents. As of June 30, 2017 , we had$55.8 million in cash and cash equivalents. The interest expense associated with the term loan and revolving credit facility under the Amended and Restated CreditAgreement will vary with market rates.

Our exposure to market risk for changes in interest rates related to our outstanding debt is somewhat mitigated as the term loan under the Amended and RestatedCredit Agreement has a LIBOR floor of 0.75% . A rise of interest rate levels would increase our interest expense and a reduction in interest rates to the floor woulddecrease our interest expense slightly as the LIBOR specified in the calculation of interest during the second quarter was slightly above the floor. A hypothetical1.00% increase in interest rates would have increased interest expense by approximately $0.4 million for the three months ended June 30, 2017 , while ahypothetical 1.00% decrease in interest rate would have decreased interest expense by $0.2 million . We based this sensitivity calculation on the three monthLIBOR rate of 1.15% as of March 30, 2017 in accordance with the measurement date specified in the Amended and Restated Credit Agreement.

As of June 30, 2017 , we had interest rate swaps with a combined notional amount of $100.0 million and a 3 -year remaining term, which swapped the floatinginterest rate on a portion of the term loan under the Amended and Restated Credit Agreement to an average fixed rate of 1.323% . The fair value of these interestrate swaps was $1.5 million as of June 30, 2017 .

The return on our cash equivalents balance was less than 1%. Therefore, if investment interest rates decrease in the future, the corresponding impact to our interestincome, and likewise to our income and cash flow, would not be material.

Foreign Currency Risk

Approximately 5.8% and 7.1% of our net sales for the three and six months ended June 30, 2017 , respectively, were in Canada, compared to 8.0% and 7.6% of ournet sales for the three and six months ended June 30, 2016 , respectively. As a result, we are exposed to movements in foreign exchange rates between the U.S.dollar and Canadian dollar. We estimate that a 1% change in the exchange rate between the U.S. and Canadian currencies would impact net sales by approximately$0.1 million based on results for the three months ended June 30, 2017 . This may differ from actual results depending on the level of sales volumes in Canada.During the reported periods we did not use foreign currency hedges to manage this risk.

Commodity Price Risk

Some of our key production inputs, such as paper and natural gas, are commodities whose prices are determined by the market’s supply and demand for suchproducts. Price fluctuations on our key input costs have a significant effect on our financial performance. The markets for most of these commodities are cyclicaland are affected by factors such as global economic conditions, changes in or disruptions to industry production capacity, changes in inventory levels and otherfactors beyond our control. As of June 30, 2017 , the Company had natural gas swap contracts for a portion of natural gas usage. The contracts mature betweenJuly 31, 2017 and July 31, 2018 . Other than the natural gas swap contracts described above, we did not manage commodity price risk with derivative instruments.We may in the future enter into derivative financial instruments from time to time to manage our exposure related to these market risks.

Counterparty Risk

The Company is exposed to credit losses in the event of nonperformance by the counterparties to the Company’s derivative instruments. All of the Company’scounterparties have investment grade credit ratings; accordingly, the Company anticipates that the counterparties will be able to fully satisfy their obligations underthe contracts. The Company’s agreements outline the conditions upon which it or the counterparties are required to post collateral. As of June 30, 2017 , theCompany had no collateral posted with its counterparties related to the derivatives.

Seasonality

Sales of our wallboard products are seasonal, similar to many building products, in that sales are generally slightly higher from spring through autumn whenconstruction activity is greatest in our markets.

26

Table of Contents

Item4.CONTROLSANDPROCEDURES

Management's Evaluation of Disclosure Controls and Procedures. The Company's management carried out the evaluation of the effectiveness of the Company'sdisclosure controls and procedures (as defined under Rule 13a-15(e) of the Exchange Act), required by paragraph (b) of Exchange Act Rules 13a-15, under thesupervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer. Based upon this evaluation, the Company's ChiefExecutive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2017 .

Changes in Internal Control Over Financial Reporting. There were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the three months ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, the Company'sinternal control over financial reporting.

Limitations in Control Systems. The design of any system of control is based upon certain assumptions about the likelihood of future events, and there can be noassurance that any design will succeed in achieving its stated objectives under all future events, no matter how remote, or that the degree of compliance with thepolicies or procedures may not deteriorate. Because of their inherent limitations, disclosure controls and procedures may not prevent or detect all misstatements.Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

27

Table of Contents

PARTII-OTHERINFORMATION

Item1.LegalProceedings

From time to time we have been, and may in the future become involved in, litigation or other legal proceedings relating to claims arising in the normal course ofbusiness. In the opinion of management, there are no pending or threatened legal proceedings which would reasonably be expected to have a material adverseeffect on our business or results of operations. We may become involved in material legal proceedings in the future.

See Note 16 to the Consolidated Financial Statements for a description of certain legal proceedings.

Item1A.RiskFactors

There were no material changes during the three months ended June 30, 2017 to the risk factors previously disclosed in the 2016 Form 10-K.

Item2.UnregisteredSalesofEquitySecuritiesandUseofProceeds

(a) None

(b) None

(c) On November 4, 2015, our Board of Directors approved a new stock repurchase program authorizing us to repurchase up to $50 million of our common stock,at such times and prices as determined by management as market conditions warrant, through December 31, 2016. On August 3, 2016, our Board of Directorsincreased the aggregate authorization from up to $50 million to up to $100 million and extended the expiration date to December 31, 2017. On February 21,2017 , the Board of Directors approved a further expansion of our stock repurchase program, increasing the total amount of our common stock we areauthorized to repurchase from $100 million to $200 million and extended the expiration date to December 31, 2018 .

Common Stock Repurchase Activity During the Three Months Ended June 30, 2017

Period Total Number of Shares

Purchased Average Price Paid Per Share

Total Number of SharesPurchased as Part of the

Publicly Announced Plans orPrograms

Maximum Dollar Value ThatMay Yet Be Purchased Under

the Plans or Programs

April 1 - April 30, 2017 269,000 $ 24.09 269,000 $ 139,560,885

May 1 - May 31, 2017 301,500 24.41 301,500 132,202,100

June 1 - June 30, 2017 361,500 24.23 361,500 123,442,794

Total 932,000 $ 24.25 932,000

Item3.DefaultsUponSeniorSecurities

(a) None.

(b) None.

Item4.MineSafetyDisclosures

Not applicable.

Item5.OtherInformation

(a) None.

(b) None.

28

Table of Contents

Item6.Exhibits

ExhibitNo. DescriptionofExhibit

10.1# Continental Building Products, Inc. Amended and Restated 2014 Stock Incentive Plan. *

10.2# Form of Grant Notice for 2014 Stock Incentive Plan Performance-Based Restricted Stock Units. *

10.3# Form of Grant Notice for 2014 Stock Incentive Plan Restricted Stock Units. *

10.4# Continental Building Products, Inc. Amended and Restated Executive Severance and Change in Control Plan. *

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

101.INS XBRL Instance Document. *

101.SCH XBRL Taxonomy Extension Schema Document. *

101.CAL XBRL Taxonomy Calculation Linkbase Document. *

101.DEF XBRL Taxonomy Definition Linkbase Document. *

101.LAB XBRL Taxonomy Label Linkbase Document. *

101.PRE XBRL Taxonomy Presentation Linkbase Document. *

* Filed herewith.# Denotes management compensatory plan or arrangement.

29

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

CONTINENTALBUILDINGPRODUCTS,INC.

/s/ James Bachmann August 4, 2017By: James Bachmann President and Chief Executive Officer (Principal Executive Officer)

/s/ Dennis Schemm August 4, 2017

By: Dennis Schemm Senior Vice President and Chief Financial Officer (Principal Financial Officer)

30

Exhibit 10.1


2014STOCKINCENTIVEPLAN

EffectiveasofFebruary5,2014

AmendedandRestatedEffectiveasofFebruary22,2017


2014STOCKINCENTIVEPLAN

1. Purpose

The purpose of the Continental Building Products, Inc. 2014 Stock Incentive Plan (the “Plan”) is to promote and closely align theinterests of employees, non-employee directors, consultants and advisors of Continental Building Products, Inc. (the “Company”)and its stockholders by providing stock-based compensation and other performance-based compensation. The objectives of the Planare to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive toParticipants and to optimize the profitability and growth of the Company through incentives that are consistent with the Company’sgoals and that link the personal interests of Participants to those of the Company’s stockholders. The Plan provides for the grant ofOptions, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Incentive Awards, and Other Stock-Based Awards.

The Plan is amended and restated effective as of February 22, 2017. The Plan was originally effective as of February 5, 2014.

2. Definitions

As used in the Plan, the following terms shall have the meanings set forth below:

(a) “Act” means the Securities Exchange Act of 1934, as amended, or any successor thereto.

(b) “Affiliate” means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlledby or is under common control with, the Company.

(c) “Award” means an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Stock Unit,Performance Incentive Awards, or Other Stock-Based Award granted under the Plan.

(d) “Award Agreement” means a written or electronic agreement or other instrument as may be approved from time to timeby the Committee and designated as such implementing the grant of each Award.

(e) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Act.

(f) “Board” means the board of directors of the Company.

(g) “Cause” means a Participant’s Termination of Employment by the Company or an Affiliate by reason of the Participant’s(i) material breach of his obligations under any agreement, including any employment agreement, that he has entered into with theCompany or an Affiliate; (ii) intentional misconduct as an officer, employee, director, consultant or advisor of the Company or amaterial violation by the Participant of written policies of the Company; (iii) material breach of any fiduciary duty which theParticipant owes to the Company; (iv) commission by the Participant of (A) a felony or (B) fraud, embezzlement, dishonesty, or acrime involving moral turpitude; (v) the habitual use of illicit drugs or other illicit substances or the addiction to licit drugs or othersubstances; or (vi) unexplained absence from work or service for more than ten (10) days in any twelve (12) month period (vacation,reasonable personal leave, reasonable sick leave and disability excepted). A Participant’s employment or service will be deemed tohave been terminated for Cause if it is determined subsequent to his or her termination of employment or service that grounds fortermination of his or her employment or service for Cause existed at the time of his or her termination of employment or service.

2

(h) “Change in Control” means the occurrence of any one of the following:

(1) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not includingin the securities beneficially owned by such Person or any securities acquired directly from the Company or its Affiliates)representing 35% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person whobecomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph 3 below; or

(2) the following individuals cease for any reason to constitute a majority of the number of directors then serving:individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption ofoffice is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to theelection of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’sstockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either weredirectors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended;or

(3) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of theCompany with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of theCompany outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding orby being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power ofthe securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger orconsolidation; or

(4) the implementation of a plan of complete liquidation or dissolution of the Company or there is consummated anagreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale ordisposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined votingpower of the voting securities of which is owned by stockholders of the Company in substantially the same proportions as theirownership of the Company immediately prior to such sale.

(i) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations issuesthereunder.

(j) “Committee” means the Compensation Committee of the Board (or any successor committee), or such other committee asdesignated by the Board to administer the Plan under Section 6.

(k) “Common Stock” means the common stock of the Company, par value $0.001 a share, or such other class or kind ofshares or other securities as may be applicable under Section 15.

(l) “Company” means Continental Building Products, Inc., a Delaware corporation, and except as utilized in the definition ofChange in Control, any successor corporation.

(m) “Covered Employee” has the same meaning as set forth in Section 162(m)(3) of the Code, as interpreted by IRS Notice2007-49.

(n) “Dividend Equivalents” mean an amount payable in cash or Common Stock, as determined by the Committee equal towhat would have been received if the shares underlying the Award had been owned by the Participant.

3

(o) “Eligible Person” means any employee or non-employee director the Company or any of its Subsidiaries; providedhowever that Incentive Stock Options may only be granted to employees of the Company or its Subsidiaries.

(p) “Fair Market Value” means as of any date, the value of the Common Stock determined as follows: (i) the closing price forthe Common Stock as quoted on the New York Stock Exchange as reported in the Wall Street Journal or such other source as theCommittee deems reliable on such date; (ii) if there is no closing price for the Common Stock on the date of determination, then theFair Market Value will be the closing price for the Common Stock on the last preceding date for which a quotation exists; and (iii) inthe absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by theCommittee by the reasonable application of a reasonable valuation method, taking into account factors consistent with TreasuryRegulations Section 409A-1(b)(5)(iv)(B) as the Committee deems appropriate and in a manner that complies with Section 422 of theCode (for Incentive Stock Options).

(q) “Incentive Stock Option” means a stock option that is designated as potentially eligible to qualify as an “incentive stockoption” within the meaning of Section 422 of the Code.

(r) “Negative Discretion” means the discretion authorized by the Plan to be applied by the Committee to eliminate or reducethe size of a Performance Incentive Award in accordance with Section 11; provided, however, that the exercise of such discretionwould not cause the Performance Incentive Award to fail to qualify as “performance-based compensation” under Section 162(m) ofthe Code.

(s) “Non-employee Director” means a member of the Board who is a “non-employee director” within the meaning of Rule16b-3.

(t) “Nonqualified Stock Option” means a stock option that is not intended to qualify as an “incentive stock option” within themeaning of Section 422 of the Code.

(u) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Act.

(v) “Option” means a right to purchase a number of shares of Common Stock at such exercise price, at such times and on suchother terms and conditions as are specified in or determined pursuant to an Award Agreement. Options granted pursuant to the Planmay be Incentive Stock Options or Nonqualified Stock Options.

(w) “Other Stock-Based Award” means an Award that is valued in whole or in part by reference to, or is otherwise payable in,or otherwise based on, Common Stock.

(x) “Outside Director” means a member of the Board who is an “outside director” within the meaning of Section 162(m) ofthe Code and Treasury Regulations Section 1.162-27(e)(3).

(y) “Participant” means an Eligible Person to whom an Award or Awards have been granted from time to time by theCommittee and any authorized transferee of such individual.

(z) “Performance Criteria” means the criterion or criteria that the Committee selects for purposes of establishing thePerformance Goal(s) for a Performance Period with respect to any Performance Incentive Award. The Performance Criteria that willbe used to establish the Performance Goal(s) will be based on the attainment of specific levels of performance of the Company (orAffiliate, division, business unit or operational unit of the Company) and will be limited to the following:

4

(1) Sales, including (i) net sales, (ii) unit sales volume, or (iii) product price, including mill net price;

(2) Share price, including (i) market price per share; and (ii) share price appreciation;

(3) Earnings, including (i) earnings per share, reflecting dilution of shares; (ii) gross or pre-tax profits, (iii) post-taxprofits; (iv) operating profit; (v) earnings net of or including dividends; (vi) earnings net of or including the after-tax cost of capital,(vii) earnings before (or after) interest and taxes (“EBIT”); (viii) earnings per share from continuing operations, diluted or basic; (ix)earnings before (or after) interest, taxes, depreciation and amortization (“EBITDA”); (x) pre-tax operating earnings after interest andbefore incentives, service fees and extraordinary or special items; (xi) operating earnings; (xii) growth in earnings or growth inearnings per share; and (xiii) total earnings;

(4) Return on equity; including (i) return on equity, (ii) return on invested capital; (iii) return or net return on assets;(iv) return on net assets; (v) return on equity, (vi) return on gross sales; (vii) return on investment; (viii) return on capital; (ix) returnon invested capital; (x) return on committed capital; (xi) financial return ratios; (xii) value of assets; and (xiii) change in assets;

(5) Cash flow(s), including (i) operating cash flow; (ii) net cash flow; (iii) free cash flow; and (iv) cash flow oninvestment;

(6) Revenue, including (i) gross or net revenue; and (ii) changes in annual revenues;

(7) Margins, including (i) adjusted pre-tax margin; and (ii) operating margins;

(8) Income, including (i) net income; and (ii) consolidated net income,

(9) Economic value added;

(10) Costs, including (i) operating or administrative expenses; (ii) operating expenses as a percentage of revenue; (iii)expense or cost levels; (iv) reduction of losses, loss ratios or expense ratios; (v) reduction in fixed costs; (vi) expense reductionlevels; (vii) operating cost management; (viii) cash costs per unit of sale; and (ix) cost of capital;

(11) Financial ratings, including (i) credit rating; (ii) capital expenditures; (iii) debt; (iv) debt reduction; (v) workingcapital; (vi) average invested capital; and (vii) attainment of balance sheet or income statement objectives;

(12) Market or category share, including (i) market share; (ii) volume; (iii) unit sales volume; and (iv) market share ormarket penetration with respect to specific designated products or product groups and/or specific geographic areas;

(13) Shareholder return, including (i) total shareholder return; (ii) shareholder return based on growth measures or theattainment of a specified share price for a specified period of time; and (iii) dividends;

(14) Objective nonfinancial performance criteria, including (i) attainment of strategic and business goals; (ii)regulatory compliance; (iii) productivity and productivity improvements; (iv) inventory turnover, average inventory turnover orinventory controls; (v) net asset turnover; (vi) customer satisfaction based on specified objective goals or Company-sponsoredcustomer surveys; (vii) employee satisfaction based on specified objective goals or Company-sponsored employee surveys; (viii)objective employee diversity goals; (ix) employee turnover; (x) specified objective environmental goals; (xi) specified objectivesocial goals, (xii) specified objective goals in corporate ethics and integrity; (xiii) specified objective safety goals; (xiv) specifiedobjective business integration goals; (xv) specified

5

objective business expansion goals or goals relating to acquisitions or divestitures; and (xvi) succession plan development andimplementation.

Any one or more of the Performance Criteria may be used on an absolute or relative basis to measure the performance of theCompany or an Affiliate as a whole or any division, business unit or operational unit of the Company and/or an Affiliate or anycombination thereof, as the Committee may deem appropriate, or as compared to the performance of a group of comparablecompanies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Committee may selectPerformance Criteria (2) or (13) above as compared to various stock market indices. In the case of the President and CEO of theCompany, the independent members of the Board will ratify the decisions of the Committee.

(aa) “Performance Formula” means, for a Performance Period, the one or more objective formulas applied against the relevantPerformance Goal(s) to determine, with regard to the Performance Incentive Award of a particular Participant, whether all, someportion (but less than all), or none of the Performance Incentive Award has been earned for the Performance Period.

“Performance Goals” means the one or more goals established by the Committee for the Performance Period based upon thePerformance Criteria. The Committee is authorized at any time during the first 90 days of a Performance Period (or, if longer orshorter, within the maximum period allowed under Section 162(m) of the Code), or at any time thereafter (but only to the extent theexercise of this authority after the period would not cause the Performance Incentive Awards granted to any Participant for thePerformance Period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code), in its sole andabsolute discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period to the extent permittedunder Section 162(m) of the Code to prevent the dilution or enlargement of the rights of Participants based on the following events:(1) asset write-downs; (2) litigation or claim judgments or settlements; (3) the effect of changes in tax laws, accounting principles,regulations, or other laws or regulations affecting reported results; (4) any reorganization and restructuring programs; (5)acquisitions or divestitures; (6) unusual nonrecurring or extraordinary items identified in the Company’s audited financialstatements, including footnotes; (7) annual incentive payments or other bonuses; or (8) capital charges. In the case of the Presidentand CEO of the Company, the independent members of the Board will ratify the decisions of the Committee.

(bb) “Performance Incentive Awards” means an Award designated by the Committee as a Performance Incentive Award pursuantto Section 11.

(cc) “Performance Period” means the period of time the Committee selects over which the attainment of one or more PerformanceGoals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Incentive Award.

(dd) “Person” shall have the meaning given in Section 3(a)(9) of the Act, as modified and used in Sections 13(d) and 14(d) thereof,except that such term shall not include (i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding securitiesunder an employee benefit plan of the Company or any of its Subsidiaries, (iii) an underwriter temporarily holding securitiespursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company insubstantially the same proportions as their ownership of stock of the Company.

(ee) “Plan” means the Continental Building Products, Inc. 2014 Stock Incentive Plan as set forth herein and as amended from timeto time.

(ff) “Restricted Stock” means an Award or issuance of Common Stock the grant, issuance, retention, vesting and/or transferabilityof which is subject during specified periods of time to such conditions

6

(including continued employment or performance conditions) and terms as the Committee deems appropriate.

(gg) “Restricted Stock Unit” means an Award denominated in units of Common Stock under which the issuance of shares ofCommon Stock (or cash payment in lieu thereof) is subject to such conditions (including continued employment or performanceconditions) and terms as the Committee deems appropriate.

(hh) “Stock Appreciation Right” means a right granted that entitles the Participant to receive, in cash or Common Stock or acombination thereof, as determined by the Committee, value equal to the excess of (i) the Fair Market Value of a specified numberof shares of Common Stock at the time of exercise over (ii) the exercise price of the right, as established by the Committee on thedate of grant.

(ii) “Subsidiary” means any business association (including a corporation or a partnership, other than the Company) in anunbroken chain of such associations beginning with the Company if each of the associations other than the last association in theunbroken chain owns equity interests (including stock or partnership interests) possessing 50% or more of the total combined votingpower of all classes of equity interests in one of the other associations in such chain.

(jj) “Substitute Awards” means Awards granted or Common Stock issued by the Company in assumption of, or in substitution orexchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Companyor any Subsidiary or with which the Company or any Subsidiary combines.

(kk) “Termination of Employment” means ceasing to serve as an employee of the Company and its Subsidiaries or, with respect toa non-employee director or other service provider, ceasing to serve as such for the Company, except that with respect to all or anyAwards held by a Participant (i) the Committee may determine that a leave of absence or employment on a less than full-time basisis considered a “Termination of Employment,” (ii) the Committee may determine that a transition of employment to service with apartnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Company or a Subsidiary is aparty is not considered a “Termination of Employment,” (iii) service as a member of the Board shall constitute continuedemployment with respect to Awards granted to a Participant while he or she served as an employee and (iv) service as an employeeof the Company or a Subsidiary shall constitute continued employment with respect to Awards granted to a Participant while he orshe served as a member of the Board or other service provider. The Committee shall determine whether any corporate transaction,such as a sale or spin-off of a division or Subsidiary that employs a Participant, shall be deemed to result in a Termination ofEmployment for purposes of any affected Participant’s Awards, and the Committee’s decision shall be final and binding, subject toand to the extent permitted by Section 409A of the Code and any other applicable law.

3. Eligibility

Any Eligible Person is eligible to receive an Award.

4. EffectiveDateandTerminationofPlan

The Plan became effective on February 5, 2014 (the “Effective Date”). The Plan shall remain available for the grant of Awards untilthe tenth anniversary of the Effective Date. Notwithstanding the foregoing, the Plan may be terminated at such earlier time as theBoard may determine. Termination of the Plan will not affect the rights and obligations of the Participants and the Company arisingunder Awards theretofore granted.

7

5. SharesSubjecttothePlanandtoAwards

(a) AggregateLimits. The aggregate number of shares of Common Stock issuable under the Plan shall be equal to 1,615,200.The aggregate number of shares of Common Stock available for grant the Plan and the number of shares of Common Stock subjectto Awards outstanding at the time of any event described in Section 15 shall be subject to adjustment as provided in Section 15. Theshares of Common Stock issued pursuant to Awards granted under the Plan may be shares that are authorized and unissued or sharesthat were reacquired by the Company, including shares purchased in the open market.

(b) IssuanceofShares. For purposes of Section 5(a), the aggregate number of shares of Common Stock issued under the Planat any time shall equal only the number of shares of Common Stock actually issued upon exercise or settlement of an Award, andshares of Common Stock subject to Awards that have been canceled, expired, forfeited or otherwise not issued under an Award andshares of Common Stock subject to Awards settled in cash shall not count as shares of Common Stock issued under the Plan. Theaggregate number of shares of Common Stock available for issuance under the Plan at any time shall not be reduced by (i) shares ofCommon Stock subject to Awards that have been terminated, expired unexercised, forfeited or settled in cash; (ii) shares of CommonStock subject to Awards that have been retained or withheld by the Company in payment or satisfaction of the exercise price,purchase price or tax withholding obligation of an Award; or (iii) shares of Common Stock subject to Awards that otherwise do notresult in the issuance of shares of Common Stock in connection with payment or settlement of the Award. In addition, shares ofCommon Stock that have been delivered (either actually or by attestation) to the Company in payment or satisfaction of the exerciseprice, purchase price or tax withholding obligation of an Award shall be available for issuance under the Plan.

(c) IncentiveStockOptionLimits. The aggregate number of shares of Common Stock that may be issued pursuant to theexercise of Incentive Stock Options granted under the Plan shall be equal to 1,615,200, which number shall be calculated andadjusted pursuant to Section 15 only to the extent that such calculation or adjustment will not affect the status of any Option intendedto qualify as an Incentive Stock Option under Section 422 of the Code.

(d) PerformanceIncentiveAwardLimits. The maximum number of shares of Common Stock subject to Awards of Optionsor Stock Appreciation Rights that may be granted under the Plan to each Participant shall not exceed 1,000,000 shares of CommonStock (subject to adjustment as provided in the Plan) during each calendar year during the term of the Plan, beginning with andincluding 2017. The maximum number of shares of Common Stock subject to Performance Incentive Awards that may be grantedunder the Plan to each Participant shall not exceed 500,000 shares of Common Stock (subject to adjustment as provided in the Plan)during each calendar year during the term of the Plan, beginning with and including 2017. The maximum amount of cash subject toPerformance Incentive Awards that may be granted under the Plan to each Participant shall not exceed $7,500,000 during eachcalendar year during the term of the Plan, beginning with and including 2017.

(e) SubstituteAwards. Substitute Awards shall not reduce the shares of Common Stock authorized for issuance under thePlan or authorized for grant of new Awards to a Participant in any calendar year. Additionally, in the event that a company acquiredby the Company or any Subsidiary, or with which the Company or any Subsidiary combines, has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available forgrant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or otheradjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to theholders of common stock of the entities party to such

8

acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Common Stock authorized forissuance under the Plan; provided that Awards using such available shares shall not be made after the date awards or grants couldhave been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made toindividuals who were employees of such acquired or combined company before such acquisition or combination.

6. AdministrationofthePlan

(a) AdministratorofthePlan. The Plan shall be administered by the Committee or, in the Board’s sole discretion, by theBoard.

(b) CommitteeComposition. The Board will have discretion to determine whether or not it intends to comply with theexemption requirements of Rule 16b-3 or Section 162(m) of the Code. If the Board intends to satisfy the exemption requirementswith respect to Awards to any Covered Employee and with respect to any insider subject to Section 16 of the Act the Committee willbe a compensation committee of the Board that at all times consists solely of two or more Non-employee Directors who are alsoOutside Directors. Within the scope of such authority, the Board or the Committee may (i) delegate to a committee of one or moremembers of the Board who are not Outside Directors the authority to grant Awards to Eligible Persons who are either (A) not thenCovered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Award,or (B) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code or (ii) delegate to acommittee of one or more members of the Board who are not Non-employee Directors the authority to grant Awards to EligiblePersons who are not then subject to Section 16 of the Act. Nothing in the Plan will create an inference that an Award is not validlygranted under the Plan in the event Awards are granted under the Plan by a compensation committee of the Board that does not at alltimes consist solely of two or more Non-employee Directors who are also Outside Directors.

(c) PowersofCommittee. Subject to applicable laws and subject to and not inconsistent with the express provisions of thePlan, the Committee shall be authorized and empowered to do all things that it determines to be necessary or appropriate inconnection with the administration of the Plan, including, without limitation:

(1) to grant Awards;

(2) to select which Eligible Persons shall be granted Awards and the timing of when those Awards will be granted;

(3) to determine the type and number of Awards to be granted, and the number of shares of Common Stock, or amountof cash, to be made subject to each Award;

(4) to determine whether each Option is to be an Incentive Stock Option or a Nonqualified Stock Option;

(5) to determine the terms, conditions, restrictions and performance conditions, not inconsistent with the terms of thePlan, relating to any Award, including, without limitation, the exercise or payment price, any restrictions or limitations, performanceconditions, any vesting schedule or acceleration of any vesting schedule, or any forfeiture or waiver of any vesting schedule, basedon the factors, if any, as the Committee determines in its sole discretion, medium of payment, and to specify the terms andconditions in the applicable Award Agreement;

(6) to approve the forms of Award Agreements;

9

(7) to establish and verify the extent of satisfaction of any performance conditions or other conditions applicable to thegrant, issuance, retention, vesting, exercisability or settlement of any Award;

(8) to make adjustments in recognition of the events set forth in Section 15;

(9) to construe and interpret the Plan and apply its provisions;

(10) to authorize any employee of the Company to execute, on behalf of the Company, any document or noticerequired in connection with the administration of the Plan;

(11) to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in thePlan and any instrument or agreement relating to, or Award granted under, the Plan in the manner and to the extent it deemsnecessary to carry the Plan into effect but only to the extent any such action would be permitted under the applicable provisions ofRule 16b-3 and Section 162(m) of the Code;

(12) to exercise discretion to make any and all other determinations that it determines to be necessary or advisable forthe administration of the Plan.

(d) DelegationofAdministrativeDuties. The Committee may delegate to one or more of its members or to one or moreagents such administrative duties as it may deem advisable and the Committee or any person to whom it has delegated duties mayemploy one or more persons to render advice with respect to any responsibility the Committee may have under the Plan.

(e) DelegationtoanOfficer. To the maximum extent permissible under applicable law, the Committee may by resolutiondelegate to one or more Officers the authority to designate employees of the Company who are not Officers to receive Options,Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards, and determine the number ofshares of Common Stock to be subject to such Awards; provided, however, that the resolutions regarding the delegation will specifythe total number of shares of Common Stock that may be subject to the Awards granted by the Officer and the Officer may not grantan Award to himself or herself. Any Award will be granted on the form Award Agreement most recently approved by theCommittee, unless otherwise provided in the resolutions approving the delegation authority. The Committee may not delegateauthority to an Officer who is acting solely in the capacity of an Officer (and not also as a member of the Board) to determine theFair Market Value.

(f) DeterminationsbytheCommittee. All decisions, determinations and interpretations by the Committee regarding the Plan,any rules and regulations under the Plan and the terms and conditions of or operation of any Award, shall be final and binding on allParticipants, beneficiaries, heirs, assigns or other persons holding or claiming rights under the Plan or any Award. The Committeeshall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations andinterpretations including, without limitation, the recommendations or advice of any officer or other employee of the Company andsuch attorneys, consultants and accountants as it may select. Members of the Board and members of the Committee acting under thePlan shall be fully protected in relying in good faith upon the advice of counsel and shall incur no liability except for grossnegligence or willful misconduct in the performance of their duties.

(g) SubsidiaryAwards. In the case of a grant of an Award to any Participant employed by a Subsidiary, such grant may, if theCommittee so directs, be implemented by the Company issuing any subject shares of Common Stock to the Subsidiary, for suchlawful consideration as the Committee may determine, upon the condition or understanding that the Subsidiary will transfer theshares of Common Stock to the

10

Participant in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan.

7. PlanAwards

(a) TermsSetForthinAwardAgreement. Awards may be granted at any time and from time to time prior to the terminationof the Plan to Eligible Persons as determined by the Committee. The terms and conditions of each Award shall be set forth in anAward Agreement in a form approved by the Committee for such Award, which Award Agreement may contain such terms andconditions as specified from time to time by the Committee, provided such terms and conditions do not conflict with the Plan. TheAward Agreement for any Award (other than Restricted Stock Awards) shall include the time or times at or within which and theconsideration, if any, for which any shares of Common Stock may be acquired from the Company. The terms of Awards may varyamong Participants, and the Plan does not impose upon the Committee any requirement to make Awards subject to uniform terms.Accordingly, the terms of individual Award Agreements may vary.

(b) RightsofaStockholder. A Participant shall have no rights as a stockholder with respect to shares of Common Stockcovered by an Award (including voting rights) until the date the Participant becomes the holder of record of such shares of CommonStock. No adjustment shall be made for dividends or other rights for which the record date is prior to such date, except as provided inSection 10(b) (with respect to Restricted Stock Awards) or Section 15, or as otherwise provided by the Committee.

8. Options

(a) Grant,TermandPrice. The grant, issuance, retention, vesting and/or settlement of any Option shall occur at such timeand be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, whichmay include conditions based on continued employment, passage of time, attainment of age and/or service requirements, and/orsatisfaction of performance conditions. The term of an Option shall in no event be greater than ten years. If the exercise of an Option(other than an Incentive Stock Option) following the Participant’s Termination of Employment (other than for Cause) would beprohibited by law or the Company’s insider trading policy, then the Option will terminate on the earlier of (i) 30 days following thedate such prohibition no longer applies, or (ii) the expiration of the term of the Option. The Committee will establish the price atwhich Common Stock may be purchased upon exercise of an Option, which, in no event will be less than the Fair Market Value ofsuch shares on the date of grant; provided, however, that the exercise price per share of Common Stock with respect to an Optionthat is granted as a Substitute Award may be less than the Fair Market Value of the shares of Common Stock on the date such Optionis granted as a Substitute Award if such exercise price is based on a formula set forth in the terms of the options held by suchoptionees or in the terms of the agreement providing for such merger or other acquisition that satisfies the requirements of (i) Section409A of the Code, if such options held by such optionees are not intended to qualify as Incentive Stock Options, and (ii) Section424(a) of the Code, if such options held by such optionees are intended to qualify as Incentive Stock Options. The exercise price ofany Option may be paid in cash or such other method as determined by the Committee, including an irrevocable commitment by abroker to pay over such amount from a sale of the shares of Common Stock issuable under an Option, the delivery of previouslyowned shares of Common Stock or withholding of shares of Common Stock deliverable upon exercise.

(b) NoRepricingwithoutStockholderApproval. Other than in connection with a change in the Company’s capitalization (asdescribed in Section 15), the Committee shall not, without stockholder approval, reduce the exercise price of a previously awardedOption and, at any time when the exercise price of a previously awarded Option is above the Fair Market Value of a share ofCommon Stock, the

11

Committee shall not, without stockholder approval, cancel and re-grant or exchange such Option for cash or a new Award with alower (or no) exercise price.

(c) NoReloadGrants. Options shall not be granted under the Plan in consideration for and shall not be conditioned upon thedelivery of shares of Common Stock to the Company in payment of the exercise price and/or tax withholding obligation under anyother stock option.

(d) IncentiveStockOptions. Notwithstanding anything to the contrary in this Section 8, in the case of the grant of an Optionintending to qualify as an Incentive Stock Option, if the Participant owns stock possessing more than 10 percent of the combinedvoting power of all classes of stock of the Company (a “10% Stockholder”), the exercise price of such Option must be at least 110percent of the Fair Market Value of the shares of Common Stock on the date of grant and the Option must expire within a period ofnot more than five years from the date of grant. Notwithstanding anything in this Section 8 to the contrary, Options designated asIncentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and will be deemed to beNonqualified Stock Options) to the extent that either (i) the aggregate Fair Market Value of shares of Common Stock (determined asof the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year(under all plans of the Company and any Subsidiary) exceeds $100,000, taking Options into account in the order in which they weregranted, or (ii) such Options otherwise remain exercisable but are not exercised within three months of the employee’s terminationof employment with the Company (or a “parent corporation” or “subsidiary corporation” as defined in Sections 424(e) and 424(f) ofthe Code) for any reason other than death or “disability” (as defined in Section 22(e)(3) of the Code), or twelve months of theemployee’s termination of employment with the Company (or a “parent corporation” or “subsidiary corporation”) if the employeeterminates due to death or “disability.”

(e) NoStockholderRights. Participants shall have no voting rights and will have no rights to receive dividends or DividendEquivalents in respect of an Option or any shares of Common Stock subject to an Option until the Participant has become the holderof record of such shares.

9. StockAppreciationRights

(a) GeneralTerms. The grant, issuance, retention, vesting and/or settlement of any Stock Appreciation Right shall occur atsuch time and be subject to such terms and conditions as determined by the Committee or under criteria established by theCommittee, which may include conditions based on continued employment, passage of time, attainment of age and/or servicerequirements, and/or satisfaction of performance conditions. Stock Appreciation Rights may be granted to Participants from time totime either in tandem with or as a component of Options granted under the Plan (“tandem SARs”) or not in conjunction with otherAwards (“freestanding SARs”). Upon exercise of a tandem SAR as to some or all of the shares covered by the grant, the relatedOption shall be canceled automatically to the extent of the number of shares covered by such exercise. Conversely, if the relatedOption is exercised as to some or all of the shares covered by the grant, the related tandem SAR, if any, shall be canceledautomatically to the extent of the number of shares covered by the Option exercise. Any Stock Appreciation Right granted in tandemwith an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of suchOption, provided that the Fair Market Value of Common Stock on the date of the tandem SAR’s grant is not greater than the exerciseprice of the related Option. All freestanding SARs shall be granted subject to the same terms and conditions applicable to Options asset forth in Section 8 and all tandem SARs shall have the same exercise price as the Option to which they relate. Subject to theprovisions of Section 8 and the immediately preceding sentence, the Committee may impose such other conditions or restrictions onany Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights may be settled in Common Stock, cash,Restricted Stock or a combination thereof, as determined by the Committee and set forth in the applicable Award Agreement.

12

(b) NoRepricingwithoutStockholderApproval. Other than in connection with a change in the Company’s capitalization (asdescribed in Section 15), the Committee shall not, without stockholder approval, reduce the exercise price of a previously awardedStock Appreciation Right and, at any time when the exercise price of a previously awarded Stock Appreciation Right is above theFair Market Value of a share of Common Stock, the Committee shall not, without stockholder approval, cancel and re-grant orexchange such Stock Appreciation Right for cash or a new Award with a lower (or no) exercise price.

(c) NoStockholderRights. Participants shall have no voting rights and will have no rights to receive dividends or DividendEquivalents in respect of an Award of Stock Appreciation Rights or any shares of Common Stock subject to an Award of StockAppreciation Rights until the Participant has become the holder of record of such shares.

10. RestrictedStockandRestrictedStockUnits

(a) VestingandPerformanceConditions. The grant, issuance, retention, vesting and/or settlement of any Award of RestrictedStock or Restricted Stock Units shall occur at such time and be subject to such terms and conditions as determined by the Committeeor under criteria established by the Committee, which may include conditions based on continued employment, passage of time,attainment of age and/or service requirements, and /or satisfaction of performance conditions. In addition, the Committee shall havethe right to grant Restricted Stock or Restricted Stock Unit Awards as the form of payment for grants or rights earned or due underother stockholder-approved compensation plans or arrangements of the Company.

(b) DividendsandDistributions. Participants in whose name Restricted Stock is granted shall be entitled to receive alldividends and other distributions paid with respect to those shares of Common Stock, unless determined otherwise by theCommittee. The Committee will determine whether any such dividends or distributions will be automatically reinvested in additionalshares of Restricted Stock and/or subject to the same restrictions on transferability as the Restricted Stock with respect to which theywere distributed or whether such dividends or distributions will be paid in cash. Shares underlying Restricted Stock Units shall beentitled to dividends or Dividend Equivalents only to the extent provided by the Committee and specified in the Award Agreement.Notwithstanding anything in the Plan or any Award Agreement to the contrary, in no event will dividends or Dividend Equivalentsbe paid during the period of performance with respect to unearned Awards of Restricted Stock or Restricted Stock Units that aresubject to performance-based vesting criteria. Dividends or Dividend Equivalents accrued on such shares shall become payable noearlier than the date the performance based vesting criteria have been achieved and the underlying shares or Restricted Stock Unitshave been earned.

11. PerformanceIncentiveAward

(a) General. The Committee will have the authority, at the time of grant of any Award (other than Options and StockAppreciation Rights granted with an exercise price equal to or greater than the Fair Market Value per share of Common Stock on thedate of grant), to designate the Award as a Performance Incentive Award to qualify the Award as “performance-basedcompensation” under Section 162(m) of the Code. In addition, the Committee will have the authority to make an Award of a cashbonus to any Participant and designate the Award as a Performance Incentive Award to qualify the Award as “performance-basedcompensation” under Section 162(m) of the Code.

(b) Eligibility. The Committee will designate within the first 90 days of a Performance Period (or, if longer or shorter, withinthe maximum period allowed under Section 162(m) of the Code) which Eligible Persons will be eligible to receive PerformanceIncentive Awards in respect of such Performance Period.

13

(c) DiscretionofCommitteewithRespecttoPerformanceIncentiveAwards. For each particular Performance Period, theCommittee will have full discretion to select the length of the Performance Period, the type(s) of Performance Incentive Awards tobe issued, the Performance Criteria that will be used to establish the Performance Goals, the kind(s) and/or level(s) of thePerformance Goal(s) that is (are) to apply to the Company and the Performance Formula. Within the first 90 days of a PerformancePeriod (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), the Committee shall, withregard to the Performance Incentive Awards to be issued for the Performance Period, exercise its discretion with respect to each ofthe matters enumerated in the immediately preceding sentence of this Section 11(c) and record the same in writing.

(d) PaymentofPerformanceIncentiveAwards.

(1) ConditiontoReceiptofPayment. Unless otherwise provided in the applicable Award Agreement, a Participantmust be employed by the Company or a Subsidiary on the last day of a Performance Period to be eligible for payment in respect of aPerformance Incentive Award for the Performance Period.

(2) Limitation. A Participant will be eligible to receive payment in respect of a Performance Incentive Award only tothe extent that: (A) the Performance Goals for the period are achieved; and (B) the Performance Formula as applied against thePerformance Goals determines that all or some portion of the Participant’s Performance Incentive Award has been earned for thePerformance Period.

(3) Certification. Following the completion of a Performance Period, the Committee shall review and certify inwriting whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate andcertify in writing the amount of the Performance Incentive Awards earned for the period based upon the Performance Formula. TheCommittee will then determine the actual size of each Participant’s Performance Incentive Award for the Performance Period and, inso doing, may apply Negative Discretion in accordance with Section 11(d)(4), if and when it deems appropriate.

(4) UseofDiscretion. In determining the actual size of an individual Performance Incentive Award for a PerformancePeriod, the Committee may reduce or eliminate the amount of the Performance Incentive Award earned under the PerformanceFormula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination isappropriate. The Committee shall not have the discretion to (A) grant or provide payment in respect of Performance IncentiveAwards for a Performance Period if the Performance Goals for such Performance Period have not been attained or (B) increase aPerformance Incentive Award above the maximum amount payable under Section 5(d).

(e) TimingofAwardPayments. Performance Incentive Awards granted for a Performance Period shall be paid to Participantsfollowing completion of the certifications required by this Section 11 as provided in the applicable Award Agreement.

(f) ServiceRequirement. A Performance Incentive Award may, but need not, require the Participant’s completion of aspecified period of service prior to payment or settlement.

12. OtherStock-BasedAwards

Other forms of Awards valued in whole or in part by reference to, or otherwise payable in, or based on, shares of Common Stock,may be granted under the Plan. Subject to the terms of the Plan, the Committee will have sole and complete authority to determinewhich Eligible Persons and the time or times at which Other Stock-Based Awards will be granted, the number of shares of CommonStock or share units (or the

14

cash equivalent of the shares or units) to be granted and all other terms and conditions of the Other Stock-Based Awards.

13. DeferralofPayment

The Committee may, in an Award Agreement or other written instrument or agreement, provide for the deferred delivery ofCommon Stock or cash upon settlement, vesting, payment, satisfaction or other events with respect to Awards (other than Options orStock Appreciation Rights granted with an exercise price equal to or greater than the Fair Market Value per share of Common Stockon the date of grant). Notwithstanding anything in the Plan to the contrary, in no event will any election to defer the delivery ofCommon Stock or any other payment with respect to any Award be allowed if the Committee determines, in its sole discretion, thatthe deferral would result in the imposition of the additional tax under Section 409A(a)(1)(B) of the Code. The Company, the Boardand the Committee shall have no liability to a Participant, or any other person, if an Award that is intended to be exempt from, orcompliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Board or the Committee.

14. ConditionsandRestrictionsUponSecuritiesSubjecttoAwards

The Committee may provide that the Common Stock issued upon exercise of an Option or Stock Appreciation Right or otherwisesubject to or issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as theCommittee in its discretion may specify prior to the exercise of such Option or Stock Appreciation Right or the grant, vesting orsettlement of such Award, including without limitation, conditions on vesting or transferability, forfeiture or repurchase provisionsand method of payment for the Common Stock issued upon exercise, vesting or settlement of such Award (including the actual orconstructive surrender of Common Stock already owned by the Participant) or payment of taxes arising in connection with anAward. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant orother subsequent transfers by the Participant of any shares of Common Stock issued under an Award, including without limitation (i)restrictions under an insider trading policy or pursuant to applicable law, (ii) restrictions designed to delay and/or coordinate thetiming and manner of sales by the Participant and holders of other Company equity compensation arrangements, (iii) restrictions asto the use of a specified brokerage firm for such resales or other transfers and (iv) provisions requiring Common Stock be sold on theopen market or to the Company in order to satisfy tax withholding or other obligations.

15. AdjustmentofandChangesintheStock

(a) The number and kind of shares of Common Stock available for issuance under the Plan (including under any Awards thenoutstanding), and the number and kind of shares of Common Stock subject to the limits set forth in Section 5, shall be equitablyadjusted by the Committee to reflect any reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend or distribution of securities, property or cash (other than regular, quarterly cash dividends), or any other event ortransaction that affects the number or kind of shares of Common Stock outstanding. Such adjustment may be designed to complywith Section 424 of the Code or may be designed to treat the shares of Common Stock available under the Plan and subject toAwards as if they were all outstanding on the record date for such event or transaction or to increase the number of such shares ofCommon Stock to reflect a deemed reinvestment in shares of Common Stock of the amount distributed to the Company’ssecurityholders. The terms of any outstanding Award shall also be equitably adjusted by the Committee as to price, number or kindof shares of Common Stock subject to such Award, vesting, and other terms to reflect the foregoing events, which adjustments neednot be uniform as between different Awards or different types of Awards. No fractional shares of Common Stock shall be issuedpursuant to such an adjustment.

15

(b) In the event there shall be any other change in the number or kind of outstanding shares of Common Stock, or any stock orother securities into which such Common Stock shall have been changed, or for which it shall have been exchanged, by reason of aChange in Control, other merger, consolidation or otherwise, then the Committee shall determine the appropriate and equitableadjustment to be effected, which adjustments need not be uniform between different Awards or different types of Awards. Inaddition, in the event of such change described in this paragraph, the Committee may accelerate the time or times at which anyAward may be exercised, consistent with and as otherwise permitted under Section 409A of the Code, and may provide forcancellation of such accelerated Awards that are not exercised within a time prescribed by the Committee in its sole discretion.

(c) Unless otherwise expressly provided in the Award Agreement or another contract, including an employment agreement, orunder the terms of a transaction constituting a Change in Control, the Committee may provide that any or all of the following shalloccur upon a Participant’s Termination of Employment without Cause within 24 months following a Change in Control (withrespect to Awards that are assumed or continued in connection with the Change in Control): (i) in the case of an Option or StockAppreciation Right, the Participant shall have the ability to exercise any portion of the Option or Stock Appreciation Right notpreviously exercisable, (ii) in the case of any Award (other than a Performance Incentive Award) the vesting of which is in whole orin part subject to performance conditions, all conditions to the grant, issuance, retention, vesting or transferability of, or any otherrestrictions applicable to, such Award shall immediately lapse and the Participant shall have the right to receive a payment based onperformance through a date determined by the Committee, (iii) in the case of outstanding Restricted Stock and/or Restricted StockUnits (other than those referenced in subsection (ii)), all conditions to the grant, issuance, retention, vesting or transferability of, orany other restrictions applicable to, such Award shall immediately lapse, and (iv) Performance Incentive Awards will be subject tovesting or payment (if any), as set forth in the Award Agreement. Notwithstanding anything in the Plan to the contrary, in the eventof a Change in Control in which the acquiring or surviving company in the transaction does not assume or continue outstandingAwards upon the Change in Control, immediately prior to the Change in Control, all Awards that are not assumed or continued shallbe treated as follows effective immediately prior to the Change in Control: (w) in the case of an Option or Stock Appreciation Right,the Participant shall have the ability to exercise such Option or Stock Appreciation Right, including any portion of the Option orStock Appreciation Right not previously exercisable, (x) in the case of any Award the vesting of which is in whole or in part subjectto performance conditions (other than a Performance Incentive Award), all conditions to the grant, issuance, retention, vesting ortransferability of, or any other restrictions applicable to, such Award shall immediately lapse and the Participant shall have the rightto receive a payment based on performance through a date determined by the Committee, (y) in the case of outstanding RestrictedStock and/or Restricted Stock Units (other than those referenced in subsection (x)), all conditions to the grant, issuance, retention,vesting or transferability of, or any other restrictions applicable to, such Award shall immediately lapse, and (z) PerformanceIncentive Awards will be subject to vesting or payment (if any), as set forth in the Award Agreement. In no event shall any action betaken pursuant to this Section 15(c) that would change the payment or settlement date of an Award in a manner that would result inthe imposition of any additional taxes or penalties pursuant to Section 409A of the Code.

(d) Notwithstanding anything in this Section 15 to the contrary, in the event of a Change in Control, the Committee mayprovide for the cancelation and cash settlement of all outstanding Awards upon such Change in Control.

(e) The Company shall notify Participants holding Awards subject to any adjustments pursuant to this Section 15 of suchadjustment, but (whether or not notice is given) such adjustment shall be effective and binding for all purposes of the Plan.

16

(f) Notwithstanding anything in this Section 15 to the contrary, an adjustment to an Option or Stock Appreciation Right underthis Section 15 shall be made in a manner that will not result in the grant of a new Option or Stock Appreciation Right under Section409A of the Code.

16. Transferability

Each Award may not be sold, transferred for value, pledged, assigned, or otherwise alienated or hypothecated by a Participant otherthan by will or the laws of descent and distribution, and each Option or Stock Appreciation Right shall be exercisable only by theParticipant during his or her lifetime. Notwithstanding the foregoing, (i) outstanding Options may be exercised following theParticipant’s death by the Participant’s beneficiaries or as permitted by the Committee and (ii) a Participant may transfer or assign anAward as a gift to an entity wholly owned by such Participant (an “Assignee Entity”), provided that such Assignee Entity shall beentitled to exercise assigned Options and Stock Appreciation Rights only during the lifetime of the assigning Participant (orfollowing the assigning Participant’s death, by the Participant’s beneficiaries or as otherwise permitted by the Committee)and provided further that such Assignee Entity shall not further sell, pledge, transfer, assign or otherwise alienate or hypothecatesuch Award.

17. CompliancewithLawsandRegulations

The Plan, the grant, issuance, vesting, exercise and settlement of Awards under the Plan, and the obligation of the Company to sell,issue or deliver shares of Common Stock under such Awards, shall be subject to all applicable foreign, federal, state and local laws,rules and regulations, stock exchange rules and regulations, and to such approvals by any governmental or regulatory agency as maybe required. The Company shall not be required to register in a Participant’s name or deliver Common Stock prior to the completionof any registration or qualification of such shares under any foreign, federal, state or local law or any ruling or regulation of anygovernment body which the Committee shall determine to be necessary or advisable. To the extent the Company is unable to or theCommittee deems it infeasible to obtain authority from any regulatory body having jurisdiction, which authority is deemed by theCompany’s counsel to be necessary to the lawful issuance and sale of any shares of Common Stock under the Plan, the Companyand its Affiliates shall be relieved of any liability with respect to the failure to issue or sell such shares of Common Stock as to whichsuch requisite authority shall not have been obtained. No Option shall be exercisable and no Common Stock shall be issued and/ortransferable under any other Award unless a registration statement with respect to the Common Stock underlying such Option iseffective and current or the Company has determined that such registration is unnecessary. In the event an Award is granted to orheld by a Participant who is employed or providing services outside the United States, the Committee may, in its sole discretion,modify the provisions of the Plan or of such Award as they pertain to such individual to comply with applicable foreign law or torecognize differences in local law, currency or tax policy. The Committee may also impose conditions on the grant, issuance,exercise, vesting, settlement or retention of Awards in order to comply with such foreign law and/or to minimize the Company’sobligations with respect to tax equalization for Participants employed outside their home country.

18. Withholding

To the extent required by applicable federal, state, local or foreign law, the Committee may and/or a Participant shall makearrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise with respect to anyAward, or the issuance or sale of any shares of Common Stock. The Company shall not be required to recognize any Participantrights under an Award, to issue shares of Common Stock or to recognize the disposition of such shares of Common Stock until suchobligations are satisfied. To the extent permitted or required by the Committee, these obligations may or

17

shall be satisfied by the Company withholding cash from any compensation otherwise payable to or for the benefit of a Participant,the Company withholding a portion of the shares of Common Stock that otherwise would be issued to a Participant under suchAward or any other award held by the Participant or by the Participant tendering to the Company cash or, if allowed by theCommittee, shares of Common Stock.

19. AmendmentofthePlanorAwards

The Board may amend, alter or discontinue the Plan and the Committee may amend, or alter any agreement or other documentevidencing an Award made under the Plan but, except as provided pursuant to the provisions of Section 15, no such amendmentshall, without the approval of the stockholders of the Company:

(a) increase the maximum number of shares of Common Stock for which Awards may be granted under the Plan;

(b) reduce the price at which Options may be granted below the price provided for in Section 8(a);

(c) reprice outstanding Options or Stock Appreciation Rights as described in 8(b) and 9(b);

(d) extend the term of the Plan;

(e) change the class of persons eligible to be Participants;

(f) increase the limits in Section 5(c) or Section 5(d); or

(g) otherwise amend the Plan in any manner requiring stockholder approval by law or the rules of the New York StockExchange.

No amendment or alteration to the Plan or an Award or Award Agreement shall be made that would impair the rights of the holder ofan Award, without such holder’s consent, provided that no such consent shall be required if the Committee determines in its solediscretion and prior to the date of any Change in Control that such amendment or alteration either (i) is required or advisable in orderfor the Company, the Plan or the Award to satisfy any law or regulation or to meet the requirements of or avoid adverse financialaccounting consequences under any accounting standard, or (ii) is not reasonably likely to significantly diminish the benefitsprovided under such Award, or that any such diminishment has been adequately compensated.

20. NoLiabilityofCompany

The Company or any Affiliate that is in existence or after the Effective Date comes into existence, the Board and the Committeeshall not be liable to a Participant or any other person as to: (a) the non-issuance or sale of shares of Common Stock as to which theCompany has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel tobe necessary to the lawful issuance and sale of any shares of Common Stock under the Plan or pursuant to any Award; and (b) anytax consequence expected, but not realized, by any Participant or other person due to the receipt, exercise or settlement of any Awardgranted under the Plan.

21. Non-ExclusivityofPlan

Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders of the Company for approval shallbe construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements aseither may deem desirable, including without limitation, the granting of restricted stock or stock options otherwise than under thePlan or an

18

arrangement not intended to qualify under Section 162(m) of the Code, and such arrangements may be either generally applicable orapplicable only in specific cases.

22. GoverningLaw

The Plan and any agreements or other documents under the Plan shall be interpreted and construed in accordance with the laws ofthe State of Delaware and applicable federal law. Any reference in the Plan or in the agreement or other document evidencing anyAwards to a provision of law or to a rule or regulation shall be deemed to include any successor law, rule or regulation of similareffect or applicability.

23. NoRighttoEmployment,ReelectionorContinuedService

Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company, or its Affiliates toterminate any Participant’s employment, service on the Board or service for the Company at any time or for any reason notprohibited by law, nor shall the Plan or an Award itself confer upon any Participant any right to continue his or her employment orservice for any specified period of time. Neither an Award nor any benefits arising under the Plan shall constitute an employmentcontract or service agreement with the Company, or its Affiliates. Subject to Sections 4 and 19, the Plan and the benefits under thePlan may be terminated at any time in the sole and exclusive discretion of the Board without giving rise to any liability on the part ofthe Company, or its Affiliates.

24. Section409AoftheCode

The Plan, the Award Agreements and any payments under the Plan are intended to comply with Section 409A of the Code (“Section409A”) to avoid the incurrence of the adverse tax consequences under Section 409A and, accordingly, to the maximum extentpermitted, will be interpreted and administered to be exempt from or in compliance with Section 409A. To the extent any paymentunder the Plan is considered “nonqualified deferred compensation” under Section 409A, such payment may not be made to a“specified employee” (as determined by the Company, in its sole discretion, in accordance with Section 409A) upon a “separationfrom service” (as defined under Section 409A) before the date that is six months after the specified employee’s separation fromservice (or if earlier, the specified employee’s death). Any payment that would otherwise be made during this period of delay will beaccumulated and paid on the first business day of the seventh month following the specified employee’s separation from service (orif earlier, the specified employee’s death).

25. NoLiabilityofCommitteeMembers

No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member oron his behalf in his capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Companyshall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the Company towhom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any costor expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission toact in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided, however, that approvalof the Board shall be required for the payment of any amount in settlement of a claim against any such person. The foregoing rightof indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under theCompany’s Articles of Incorporation or By-laws, as a matter of law, or otherwise, or any power that the Company may have toindemnify them or hold them harmless.

19

26. Severability

If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or asto any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, suchprovision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amendedwithout, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall bestricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force andeffect.

27. UnfundedPlan

The Plan is intended to be an unfunded plan. Participants are and shall at all times be general creditors of the Company with respectto their Awards. If the Committee or the Company chooses to set aside funds in a trust or otherwise for the payment of Awardsunder the Plan, such funds shall at all times be subject to the claims of the creditors of the Company in the event of its bankruptcy orinsolvency.

20

Exhibit 10.2CONTINENTALBUILDINGPRODUCTS,INC.

GRANTNOTICEFOR2014STOCKINCENTIVEPLANPERFORMANCE-BASEDRESTRICTEDSTOCKUNITAWARD

FOR GOOD AND VALUABLE CONSIDERATION, Continental Building Products, Inc. (the “Company”), hereby grants to the Participant named below themaximum number of performance-based restricted stock units specified below (the “Award”). Each performance-based restricted stock unit represents the right toreceive one share of the Company’s common stock, par value $0.001 (the “Common Stock”), upon the terms and subject to the conditions set forth in this GrantNotice, the Continental Building Products, Inc. 2014 Stock Incentive Plan (the “Plan”) and the Standard Terms and Conditions (the “Standard Terms andConditions”) promulgated under the Plan, each as amended from time to time. This Award is granted pursuant to the Plan and is subject to and qualified in itsentirety by the Standard Terms and Conditions. The Award is intended to be a Performance Incentive Award under Section 11 of the Plan. [Notwithstandinganything to the contrary in this Grant Notice, the Standard Terms and Conditions, or the Plan, the Award is granted subject to, and contingent upon, approval of theperformance goals under the Plan by the Company’s stockholders at the Company’s annual meeting in 2017 (the “2017 Annual Meeting”), and the Award will becanceled without consideration if stockholder approval of the performance goals is not received at the 2017 Annual Meeting.]

Name of Participant:

Grant Date:

Maximum Number of Performance-

Based Restricted Stock Units

(“PRSUs”):

Performance Period:

Vesting Date:

By signing this Grant Notice, the Participant acknowledges that he or she has received and read, and agrees that this Awardshall be subject to, the terms of this Grant Notice, the Plan and the Standard Terms and Conditions.

CONTINENTAL BUILDING PRODUCTS, INC. ____________________________________ Participant Signature

By _______________________________________________ Title: _______________________________________________ Address (please print):

____________________________________ ____________________________________ ____________________________________

CONTINENTALBUILDINGPRODUCTS,INC.STANDARDTERMSANDCONDITIONSFOR

PERFORMANCE-BASEDRESTRICTEDSTOCKUNITS

1. GENERAL

Continental Building Products, Inc. (the “Company”), has granted to the Participant named in the Grant Notice (the “Grant Notice”) an award of amaximum number of performance-based restricted stock units (the “Award” or the “PRSUs”) under the Continental Building Products, Inc. 2014 StockIncentive Plan (the “Plan”). The Award is subject to the terms and conditions set forth in the Grant Notice, these Standard Terms and Conditions, and theterms and conditions of the Plan, which are hereby incorporated into these Standard Terms and Conditions by this reference, each as amended from timeto time. Capitalized terms not otherwise defined in the Grant Notice and these Standard Terms and Conditions will have the meaning set forth in the Plan.The Award is intended to be a Performance Incentive Award under Section 11 of the Plan.

2. EARNINGOFPRSUs

Subject to the terms and conditions of the Plan and these Standard Terms and Conditions, the Participant will be entitled to receive, for each PRSU earnedin accordance with this Section 2 and Appendix A to these Standard Terms and Conditions (“Appendix A”), one share of the Company’s common stock,par value $0.001 (the “Common Stock”). The Participant will earn the number of PRSUs set forth in the Grant Notice for achievement at the maximumperformance goal as specified in Appendix A, and subject to adjustment for achievement below the maximum performance goal in accordance withAppendix A. If the threshold performance level set forth in Appendix A is not achieved, none of the PRSUs granted to the Participant will be earned. TheCommittee shall certify the level of achievement of the performance goal as soon as practicable following the end of the Performance Period and at suchtime shall determine the number of PRSUs the Participant is eligible to receive, subject to Section 3 and Section 4 below.

3. VESTINGANDSETTLEMENTOFPRSUs

(a) The PRSUs will be subject to a one-year continuous employment period following the end of the Performance Period and will become vested onthe Vesting Date. Subject to these Standard Terms and Conditions and the Plan, shares of Common Stock equal to the number of PRSUs theParticipant has earned will be issued and delivered to the Participant as described in Section 3(b) below if the Participant has been continuouslyemployed by the Company and its Subsidiaries through the Vesting Date. Other than as explicitly provided in Section 4 below, there will be noproportionate or partial vesting and/or vesting in the periods prior to the Vesting Date, and all vesting will occur only on the Vesting Date.

(b) Except as explicitly provided in Section 4 below with respect to proportionate or partial vesting and/or vesting in the periods prior to the VestingDate, on or within 30 days following the Vesting Date, the Company shall issue and deliver to the Participant the number of shares of CommonStock equal to the number of vested PRSUs the Participant earns.

4. VESTINGANDSETTLEMENTOFPRSUsONTERMINATIONOFEMPLOYMENT

(a) Termination of Employment Prior to a Change in Control: After Performance Period and Committee Certification .

(i) In the event of the Participant’s Termination of Employment prior to a Change in Control by the Company without Cause or due to theParticipant’s death, disability (within the meaning of Section 409A(a)(2)(C)(i) or (ii)) or retirement after age 65 and the Termination ofEmployment occurs after the end of the Performance Period and the Committee’s certification of the achievement of the performancegoal, the Participant will vest in and become entitled to receive a pro rata portion of the PRSUs that the Participant would have beenentitled to receive had the Participant been employed by the Company through the Vesting Date, based on the actual level of achievementof the performance goal set forth in Appendix A as certified by the Committee at the end of the Performance Period. The pro rata portionwill be determined by multiplying the number of PRSUs the Participant would have been entitled to receive if the Participant had notincurred the Termination of Employment by a fraction, the numerator of which is the number of days the Participant was employedduring the period beginning on the first day of the Performance Period and the denominator of which is the total number of daysbeginning on the first day of Performance Period and ending on the Vesting Date.

2

(ii) The Company shall issue and deliver to the Participant the number of shares of Common Stock equal to the number of PRSUs theParticipant is entitled to as determined in accordance with Section 4(a)(i) above:

(A) with respect to a Participant other than a Retirement-Eligible Participant (as defined below), on or within 30 days followingthe Participant’s Termination of Employment, and in no event later than March 15th of the year following the year in whichthe Participant’s Termination of Employment occurs; or

(B) with respect to a Retirement-Eligible Participant, on or within 30 days following the Vesting Date.

(b) Termination of Employment Prior to a Change in Control: During Performance Period or Before Committee Certification .

(i) In the event of the Participant’s Termination of Employment prior to a Change in Control by the Company without Cause or due to theParticipant’s death, disability (within the meaning of Section 409A(a)(2)(C)(i) or (ii)) or retirement after age 65 and the Termination ofEmployment occurs before the end of the Performance Period, or coincident with or after the end of the Performance Period and beforethe Committee’s certification of the achievement of the performance goal, the Participant will vest in and become entitled to receive a prorata portion of the PRSUs that the Participant would have been entitled to receive had the Participant been employed by the Companythrough the Vesting Date, based on the actual level of achievement of the performance goal set forth in Appendix A as certified by theCommittee at the end of the Performance Period. The pro rata portion will be determined by multiplying the number of PRSUs theParticipant would have been entitled to receive if the Participant had not incurred the Termination of Employment by a fraction, thenumerator of which is the number of days the Participant was employed during the period beginning on the first day of the PerformancePeriod and the denominator of which is the total number of days beginning on the first day of Performance Period and ending on theVesting Date.

(ii) The Company shall issue and deliver to the Participant the number of shares of Common Stock equal to the number of PRSUs theParticipant is entitled to as determined in accordance with Section 4(b)(i) above:

(A) with respect to a Participant other than a Retirement-Eligible Participant, on or within 30 days following the Committee’scertification of the achievement of the performance goal at the end of the Performance Period, and in no event later thanMarch 15th of the year following the year in which the Performance Period ends; or

(B) with respect to a Retirement-Eligible Participant, on or within 30 days following the Vesting Date.

(c) Termination of Employment on or Following a Change in Control: After Performance Period and Committee Certification .

(i) In the event of the Participant’s Termination of Employment without Cause on or within 24 months following the occurrence of a Changein Control and the Termination of Employment occurs after the end of the Performance Period and the Committee’s certification of theachievement of the performance goal, the Participant will vest in and become entitled to receive the number of PRSUs that the Participantwould have been entitled to receive had the Participant been employed by the Company through the Vesting Date, based on the actuallevel of achievement of the performance goal set forth in Appendix A as certified by the Committee at the end of the Performance Period.

(ii) The Company shall issue and deliver to the Participant the number of shares of Common Stock equal to the number of PRSUs theParticipant is entitled to as determined in accordance with Section 4(c)(i) above on or within 30 days following the Participant’sTermination of Employment, and in no event later than March 15th of the year following the year in which the Participant’s Terminationof Employment occurs.

3

(d) Termination of Employment on or Following a Change in Control: During Performance Period or Before Committee Certification .

(i) In the event of the Participant’s Termination of Employment without Cause on or within 24 months following the occurrence of a Changein Control and the Termination of Employment occurs before the end of the Performance Period, or coincident with or after the end of thePerformance Period and before the Committee’s certification of the achievement of the performance goal set forth in Appendix A, theParticipant will vest in and become entitled to receive the number of PRSUs that the Participant would have been entitled to receive hadthe Participant been employed by the Company through the Vesting Date, based on the actual level of achievement of the performancegoal set forth in Appendix A as certified by the Committee at the end of the Performance Period.

(ii) The Company shall issue and deliver to the Participant the number of shares of Common Stock equal to the number of PRSUs theParticipant is entitled to as determined in accordance with Section 4(d)(i) above on or within 30 days following the Committee’scertification of the achievement of the performance goal at the end of the Performance Period, and in no event later than March 15th ofthe year following the year in which the Performance Period ends.

(e) Retirement-Eligible Participant . For purposes of these Standard Terms and Conditions, a “Retirement-Eligible Participant” is a Participant whohas attained or will attain age 65 after the Grant Date and prior to the Vesting Date. Notwithstanding anything to the contrary in these StandardTerms and Conditions, with respect to a Retirement-Eligible Participant, the settlement of any shares of Common Stock will occur on or within30 days following the original Vesting Date as set forth on the Grant Notice and will not be subject to acceleration (with respect to settlement) inthe event of the Participant’s Termination of Employment pursuant to this Section 4, and, further, will be subject, if applicable, to the delay withrespect to certain payments made to “specified employees” pursuant to Section 24 of the Plan.

5. FORFEITURE

Any PRSUs that are not earned in accordance with Section 2 and vested in accordance with Section 3 or Section 4 will be forfeited without compensation.

6. RIGHTSASSTOCKHOLDER

(a) The Participant shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any PRSUs unless and untilshares of Common Stock settled for such PRSUs have been issued by the Company to the Participant. Upon issuance of the Common Stock, theCompany shall enter the Participant’s name on the books of the Company or of a duly authorized transfer agent of the Company as thestockholder of record with respect to the shares of Common Stock delivered to the Participant.

(b) In no event will any dividend equivalents accrue or be paid on any PRSUs.

7. RESTRICTIONSONRESALESOFSHARES

The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by theParticipant or other subsequent transfers by the Participant of any shares of Common Stock issued pursuant to Vested PRSUs, including withoutlimitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by theParticipant and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

8. INCOMETAXES

To the extent required by applicable federal, state, local or foreign law, the Participant shall make arrangements satisfactory to the Company for thesatisfaction of any withholding tax obligations that arise by reason of the grant or vesting of the PRSUs. The Company shall not be required to issueshares of Common Stock or to recognize the disposition of such shares until such obligations are satisfied.

9. NON-TRANSFERABILITYOFAWARD

The Participant understands, acknowledges and agrees that, except as otherwise provided in the Plan or as permitted by the Committee, the Award maynot be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of other than by will or the laws of descent anddistribution.

4

10. OTHERAGREEMENTSSUPERSEDED

The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Companyregarding the Award. Any prior agreements, commitments or negotiations concerning the Award are superseded.

11. LIMITATIONOFINTERESTINSHARESSUBJECTTOPRSUs

Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall haveany right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Grant Noticeor these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall have been issued to such person in connection withthe Award. Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shallconfer upon the Participant any right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate theParticipant’s employment at any time for any reason.

12. GENERAL

(a) In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court ofcompetent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, orotherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform ordelete such illegal, invalid or unenforceable provision.

(b) The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of theseStandard Terms and Conditions, nor shall they affect its meaning, construction or effect.

(c) These Standard Terms and Conditions shall inure to the benefit of, and be binding upon, the parties hereto and their respective permitted heirs,beneficiaries, successors and assigns.

(d) These Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, without regardto principles of conflicts of law.

(e) In the event of any conflict between the Grant Notice, these Standard Terms and Conditions and the Plan, the Grant Notice and these StandardTerms and Conditions shall control. In the event of any conflict between the Grant Notice and these Standard Terms and Conditions, the GrantNotice shall control.

(f) All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Committee in its total and absolutediscretion.

13. ELECTRONICDELIVERY

By executing the Grant Notice, the Participant hereby consents to the delivery of information (including, without limitation, information required to bedelivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the PRSUs via Companywebsite or other electronic delivery.

5

Exhibit 10.3

CONTINENTALBUILDINGPRODUCTS,INC.GRANTNOTICEFOR2014STOCKINCENTIVEPLAN

RESTRICTEDSTOCKUNITAWARD

FOR GOOD AND VALUABLE CONSIDERATION, Continental Building Products, Inc. (the “Company”), hereby grants to Participant named below the numberof restricted stock units specified below (the “Award”). Each restricted stock unit represents the right to receive one share of the Company’s common stock, parvalue $0.001 (the “Common Stock”), upon the terms and subject to the conditions set forth in this Grant Notice, the Continental Building Products, Inc. 2014 StockIncentive Plan (the “Plan”) and the Standard Terms and Conditions (the “Standard Terms and Conditions”) promulgated under such Plan, each as amended fromtime to time. This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions.

Name of Participant:

Grant Date:

Number of restricted stock units:

Vesting Schedule:

By accepting this Grant Notice, Participant acknowledges that he or she has received and read, and agrees that this Award shall be subject to, the terms of thisGrant Notice, the Plan and the Standard Terms and Conditions.

CONTINENTAL BUILDING PRODUCTS, INC. ____________________________________ Participant Signature

By _______________________________________________ Title: _______________________________________________ Address (please print):

____________________________________ ____________________________________ ____________________________________

CONTINENTALBUILDINGPRODUCTS,INC.STANDARDTERMSANDCONDITIONSFOR

RESTRICTEDSTOCKUNITS

These Standard Terms and Conditions apply to the Award of restricted stock units granted pursuant to the Continental Building Products, Inc. 2014 Stock IncentivePlan (the “Plan”), which are evidenced by a Grant Notice or an action of the Committee that specifically refers to these Standard Terms and Conditions. In additionto these Standard Terms and Conditions, the restricted stock units shall be subject to the terms of the Plan, which are incorporated into these Standard Terms andConditions by this reference. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

1. TERMSOFRESTRICTEDSTOCKUNITSContinental Building Products, Inc. (the “Company”), has granted to the Participant named in the Grant Notice provided to said Participant herewith (the“Grant Notice”) an award of a number of restricted stock units (the “Award” or the “Restricted Stock Units”) with each Restricted Stock Unit representingthe right to receive one share of the Company’s common stock, par value $0.001 (the “Common Stock”) specified in the Grant Notice. The Award issubject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions, and the Plan, each as amended from time to time. Forpurposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary.

2. VESTINGOFRESTRICTEDSTOCKUNITS

(a) The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall be forfeitable unless and until otherwise vestedpursuant to the terms of the Grant Notice and these Standard Terms and Conditions. After the Grant Date, subject to termination or accelerationas provided in these Standard Terms and Conditions and the Plan, the Award shall become vested as described in the Grant Notice with respectto that number of Restricted Stock Units as set forth in the Grant Notice. Restricted Stock Units that have vested and are no longer subject toforfeiture are referred to herein as “Vested RSUs.” Restricted Stock Units awarded hereunder that are not vested and remain subject to forfeitureare referred to herein as “Unvested RSUs.”

(b) Notwithstanding anything contained in these Standard Terms and Conditions to the contrary, upon a Participant’s Termination of Employmentdue to Participant’s death, disability or retirement after age 65, or upon a Termination of Employment by the Company without Cause on orwithin 24 months following the occurrence of a Change in Control, 100% of Unvested RSUs shall become Vested RSUs on the date of suchTermination of Employment. Upon a Participant’s Termination of Employment for any other reason, including a Termination of Employment bythe Company without Cause that occurs prior to the occurrence of a Change in Control, any then Unvested RSUs held by the Participant shall beforfeited and canceled as of the date of such Termination of Employment.

3. SETTLEMENTOFRESTRICTEDSTOCKUNITS

(a) Subject to Section 6 of these Standard Terms and Conditions and except as otherwise provided in Section 3(b), on or within 30 days followingthe date that Restricted Stock Units become Vested RSUs (whether pursuant to the vesting schedule set forth in the Grant Notice or pursuant toSection 2 of these Standard Terms and Conditions), the Company shall issue and deliver to the Participant the number of shares of CommonStock equal to the number of Vested RSUs, and enter the Participant’s name on the books of the Company or of a duly authorized transfer agentof the Company as the stockholder of record with respect to the shares of Common Stock delivered to the Participant.

(b) Notwithstanding the foregoing or anything to the contrary in these Standard Terms and Conditions, to the extent Participant has attained or willattain age 65 after the Grant Date and prior to last scheduled vesting date set forth in the Grant Notice, the settlement of any shares of CommonStock will occur on or within 30 days following the date the Restricted Stock Units become Vested RSUs pursuant to the original vestingschedule as set forth in the Grant Notice and will not be subject to acceleration (with respect to settlement) in the event of Participant’sTermination of Employment, and, further, will be subject, if applicable, to the Specified Employee Delay pursuant to Section 24 of the Plan. Forpurposes of Section 409A of the Code, each installment payment provided under the Award will be treated as a separate payment.

2

4. RIGHTSASSTOCKHOLDERParticipant shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any Restricted Stock Units unless and untilshares of Common Stock settled for such Restricted Stock Units shall have been issued by the Company to Participant (as evidenced by the appropriateentry on the books of the Company or of a duly authorized transfer agent of the Company). Notwithstanding the foregoing, from and after the Grant Dateand until the earlier of (a) the time when the Restricted Stock Units become nonforfeitable and payable in accordance with the terms hereof or (b) the timewhen the Participant’s right to receive Common Stock upon payment of Restricted Stock Units is forfeited, on the date that the Company pays a cashdividend (if any) to holders of Common Stock generally, the Participant shall be entitled to a number of additional whole Restricted Stock Unitsdetermined by dividing (i) the product of (A) the dollar amount of the cash dividend paid per share of Common Stock on such date and (B) the totalnumber of Restricted Stock Units (including dividend equivalents paid thereon) previously credited to the Participant as of such date, by (ii) the FairMarket Value per share of Common Stock on such date. Such dividend equivalents (if any) shall be subject to the same terms and conditions and shall besettled or forfeited in the same manner and at the same time as the Restricted Stock Units to which the dividend equivalents were credited.

5. RESTRICTIONSONRESALESOFSHARESThe Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by theParticipant or other subsequent transfers by the Participant of any shares of Common Stock issued pursuant to Vested RSUs, including without limitation(a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and otherholders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

6. INCOMETAXESTo the extent required by applicable federal, state, local or foreign law, the Participant shall make arrangements satisfactory to the Company for thesatisfaction of any withholding tax obligations that arise by reason of the grant or vesting of the Restricted Stock Units. The Company shall not berequired to issue shares or to recognize the disposition of such shares until such obligations are satisfied.

7. NON-TRANSFERABILITYOFAWARDThe Participant understands, acknowledges and agrees that, except as otherwise provided in the Plan or as permitted by the Committee, the Award maynot be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of other than by will or the laws of descent anddistribution.

8. OTHERAGREEMENTSSUPERSEDEDThe Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Companyregarding the Award. Any prior agreements, commitments or negotiations concerning the Award are superseded.

9. LIMITATIONOFINTERESTINSHARESSUBJECTTORESTRICTEDSTOCKUNITSNeither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall haveany right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Grant Noticeor these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall have been issued to such person in connection withthe Award. Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shallconfer upon the Participant any right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate theParticipant’s employment at any time for any reason.

10. GENERAL

(a) In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court ofcompetent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, orotherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform ordelete such illegal, invalid or unenforceable provision.

(b) The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of theseStandard Terms and Conditions, nor shall they affect its meaning, construction or effect.

3

(c) These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs,beneficiaries, successors and assigns.

(d) These Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, without regardto principles of conflicts of law.

(e) In the event of any conflict between the Grant Notice, these Standard Terms and Conditions and the Plan, the Grant Notice and these StandardTerms and Conditions shall control. In the event of any conflict between the Grant Notice and these Standard Terms and Conditions, the GrantNotice shall control.

(f) All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Committee in its total and absolutediscretion.

11. ELECTRONICDELIVERYBy executing the Grant Notice, the Participant hereby consents to the delivery of information (including, without limitation, information required to bedelivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the Restricted Stock Unitsvia Company web site or other electronic delivery.

4

Exhibit 10.4CONTINENTALBUILDINGPRODUCTS,INC.

AMENDEDANDRESTATEDEXECUTIVESEVERANCEANDCHANGEINCONTROLPLAN

Article1-Introduction

1.1PurposeofPlan.The Company considers it essential and in the best interests of the Company and its stockholders to promote and preserve the continuousemployment of key management personnel. The Compensation Committee recognizes that, as is the case with many publicly held corporations, a Change inControl, and the uncertainty and questions that it may raise among management may result in departure or distraction of key management personnel to thedetriment of the Company and its stockholders. Therefore, the Compensation Committee has adopted this Continental Building Products, Inc. Amended andRestated Executive Severance and Change in Control Plan (the “ Plan”) to enable certain key management personnel to devote their full and continued attention tothe Company’s business affairs during the crucial (and often tumultuous) period preceding and immediately following a Change in Control. The Plan is alsointended to provide for severance payments to a Participant whose employment is terminated under certain circumstances not involving a Change in Control. ThisPlan document is also the summary plan description of the Plan.

1.2EffectiveDate.The Plan was initially adopted on November 5, 2015, and was amended and restated on May 2, 2017 (the “ EffectiveDate”).

Article2-Definitions

Whenever used herein, the following terms have the following meanings unless a different meaning is clearly intended:

2.1“ AccruedObligations” means: (a) Base Salary and other benefits earned by a Participant through the Date of Termination that remains unpaid; (b) any bonusearned with respect to any period which ended prior to the Date of Termination, which remains unpaid; (c) any reimbursement or payment due to the Participant onor prior to the Date of Termination, which remains unpaid; and (d) the value of any unused vacation or other paid-time off determined under the Company’spersonnel policy. These amounts will be paid no later than thirty (30) days after the Participant’s Date of Termination and where applicable will be based on therate of compensation and value of benefits in effect on the Participant’s Date of Termination.

2.2“ Administrator” means the Compensation Committee, or such other person or committee as may be appointed from time to time by the Board orCompensation Committee to supervise administration of the Plan.

2.3“ ApplicableSeverancePeriod” means (a) with respect to a Tier I Executive, the period of twenty-four (24) months immediately following the Tier IExecutive’s Date of Termination; and (b) with respect to a Tier II Executive, the period of twelve (12) months immediately following the Tier II Executive’s Dateof Termination.

2.4“ BaseSalary” means the Participant’s annual rate of base salary in effect as of the Date of Termination.

2.5“ BenefitMultiplier” means (a) with respect to a Tier I Executive, two (2); and (b) with respect to a Tier II Executive, one (1).

2.6“ Board” means the Company’s Board of Directors.

2.7“ BonusAmount” means the Participant’s annual bonus target opportunity in effect during the year of the Participant’s Termination.

2.8“ Cause” means the Participant’s (a) willful and continued failure to substantially perform assigned duties for the Company (other than any such failureresulting from the Participant’s disability) if such failure to perform is not fully cured by the Participant within ten (10) days after he or she receives written noticeof such failure from the Company; (b) gross misconduct which is materially and demonstrably injurious to the Company; (c) willful violation of any of thecovenants contained in Article 8 of this Plan; (d) conviction of, or plea of nolo contendere, to (i) a felony or (ii) any other crime which, in the reasonable opinion ofthe Company, could adversely affect the business or reputation of the Company; (e) commission of an act of misappropriation, fraud, embezzlement, or materialbreach of fiduciary duty to the Company; or (f) a material violation of the Company’s code of conduct or any other policy of the Company that applies to theParticipant.

2.9“ ChangeinControl” means an event that shall be deemed to have occurred on any of the following:

(a) at any time during a period of twelve (12) consecutive months, the Incumbent Directors cease for any reason other than death to constitute at least amajority of the members of the Board; provided however, that any individual becoming a director after the Effective Date whose election, or nomination forelection by the Company’s stockholders, was approved by a vote of at least a majority of the then Incumbent Directors shall also be treated as an IncumbentDirector;

(b) the acquisition by any person or group (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other than the Company or any employeebenefit plan (or related trust) sponsored or maintained by the Company, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under theExchange Act), directly or indirectly, of thirty-five percent (35%) or more of the combined voting power of the then outstanding voting securities of the Companyentitled to vote generally in the election of directors of the Company provided, however, that the provisions of this paragraph (b) shall not include the acquisition ofvoting securities by any entity or person with respect to which that acquirer has filed SEC Schedule 13G (or any successor form or filing) indicating that the votingsecurities were not acquired and are not held for the purpose of or with the effect of changing or influencing, directly or indirectly, the Company’s management orpolicies, unless and until that entity or person indicates that its intent has changed by filing SEC Schedule 13D (or any successor form or filing);

(c) the consummation of a merger, consolidation or other business combination of the Company with or into another entity, or the acquisition by the Companyof assets or shares or equity interests of another entity, as a result of which the stockholders of the Company immediately prior to such merger, consolidation, otherbusiness combination or acquisition, do not, immediately thereafter, beneficially own, directly or indirectly, more than fifty percent (50%) of the combined votingpower of the then outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such merger, consolidation or otherbusiness combination of the Company;

(d) the sale or other disposition of all or substantially all of the assets of the Company; or

(e) the liquidation or dissolution of the Company.

Notwithstanding the foregoing, with respect to any amount payable under this Plan that is subject to Code Section 409A (and for which no exception applies), aChange in Control shall not be deemed to have occurred unless the events or circumstances constituting a Change in Control also constitute a “change in controlevent” within the meaning of Code Section 409A and the Treasury Regulations promulgated thereunder.

2.10“ CICParticipant” means a Participant who the Compensation Committee has designated as an individual eligible for the additional change in controlbenefits set forth in Article 5. Exhibit A sets forth the list of CIC Participants as of the Effective Date, which may be amended by the Compensation Committee asdescribed in Section 3.3.

2.11“ Code” means the Internal Revenue Code of 1986, as amended.

2.12“ Company” means Continental Building Products, Inc., a Delaware corporation, and any successor entity thereto, together with its Subsidiaries.

2.13“ CompanyCustomer” means any person or entity to whom or which the Company sold or provided Competitive Products during the twelve (12) monthperiod immediately preceding Participant’s termination of employment with the Company.

2.14“ CompanyEmployee” means any person who was employed by the Company at any time in the three (3) month period immediately preceding the date ofthe potential hiring or solicitation for hiring by the Participant; provided however, that the term Company Employee will not mean any person who was terminatedby the Company without cause prior to the potential hiring or solicitation for hiring by the Participant.

2.15“ CompanyProspectiveCustomer” means any person or entity with whom or which the Participant was aware the Company was involved in making aproposal or provide Competitive Products during the twelve (12) month period immediately preceding Participant’s termination of employment with the Company.

2.16“ CompensationCommittee” means the Compensation Committee of the Board.

2

2.17“ CompetitiveProducts” means products and related services of the manner and kind sold or provided by the Company to any customer at any time duringthe twelve (12) month period immediately preceding Participant’s termination of employment with the Company.

2.18“ ConfidentialInformation” means any and all confidential, proprietary or trade secret information of the Company not within the public domain, whetherdisclosed, directly or indirectly, verbally, in writing (including electronically) or by any other means in tangible or intangible form, including that which isconceived or developed by the Participant applicable to or in any way related to: (i) the present or future business of the Company; (ii) the research anddevelopment of the Company; or (iii) the business of any client or vendor of the Company. Such Confidential Information includes the following property orinformation of the Company, by way of example and without limitation, trade secrets, processes, formulas, data, program documentation, customer lists, designs,drawings, algorithms, source code, object code, know-how, improvements, inventions, licenses, techniques, all plans or strategies for marketing, development andpricing, business plans, financial statements, profit margins and all information concerning existing or potential clients, suppliers or vendors. ConfidentialInformation also means all similar information disclosed to any member of the Company by third parties that is subject to confidentiality obligations. TheCompany shall not be required to advise the Participant specifically of the confidential nature of any such information, nor shall the Company be required to affix adesignation of confidentiality to any tangible item, in order to establish and maintain its confidential nature. Notwithstanding the preceding to the contrary,Confidential Information shall not include general industry information or information that is publicly available or readily discernable from publicly availableproduct or literature; information that the Participant lawfully acquires from a source other than the Company or any client or vendor of any member of theCompany (provided that such source is not bound by a confidentiality agreement with any member of the Company); information that is required to be disclosedpursuant to any law, regulation, rule of any governmental body or authority, or stock exchange, or court order; or information that reflects employee’s own skills,knowledge, know-how and experience gained prior to employment or service and outside of any connection to or relationship with the Company.

2.19“ DateofTermination” means the date of the Participant’s Termination for purposes of receiving benefits under the terms of this Plan.

2.20“ ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules, regulations and guidance thereunder. Any reference to aprovision in ERISA shall include any successor provision thereto.

2.21“ ExchangeAct” means the Securities Exchange Act of 1934, as amended.

2.22“ ExciseTax” means the excise tax imposed by Code Section 4999, together with any interest or penalties imposed with respect to such tax.

2.23“ GoodReason” means any of the following to which a Participant has not consented in writing: (a) a material diminution in the Participant’s Base Salary;(b) a material diminution in the Participant’s authority, duties, or responsibilities; (c) the relocation of the Participant to a facility or a location more than fifty (50)or more miles from the Participant’s principal business location at which the Participant must perform services for the Company; or (d) any other action or inactionthat constitutes a material breach of the terms of this Plan; provided however, that such events shall not constitute grounds for Good Reason termination unlesssuch Participant has provided notice to the Company of the existence of the one or more of the above conditions within ninety (90) days of its initial existence, theCompany has been provided thirty (30) days to remedy the condition, and such Participant terminates his or her employment with the Company within ninety (90)days following the expiration of such cure period to the extent the condition remains uncured.

2.24“ IncumbentDirector” means the members of the Board on the Effective Date.

2.25“ Participant” means any full-time employee of the Company designated by the Compensation Committee to participate in this Plan, whether as a SeveranceParticipant and/or a CIC Participant, including any beneficiary of either.

2.26“ ProtectedPeriod” means the period beginning on the effective date of the Change in Control and ending on the date that is twenty-four (24) monthsfollowing the effective date of the Change in Control.

2.27“ RecoupmentPolicy” means the Company’s executive compensation recoupment policy, as in effect on the Effective Date, or subsequently adoptedthereafter, and any amendments thereto.

2.28“ RestrictedArea” means, with respect to each of: (i) wallboard products for interior and exterior applications; and (ii) joint compounds and finishingproducts; any state of the United States or province of Canada in which the Company sold such products to any customer at any time during the twelve (12) monthperiod immediately preceding Participant’s termination of employment with the Company.

3

2.29“ RestrictedPeriod” means (a) with respect to a Tier I Executive, the period of twenty-four (24) months immediately following the Tier I Executive’stermination of employment with the Company; (b) with respect to a Tier II Executive, the period of twelve (12) months immediately following the Tier IIExecutive’s termination of employment with the Company; or (c) such longer period as may be ordered by a court in the event of any breach of the Participant’sobligations under Article 8.

2.30“ SafeHarborCap” has the meaning set forth in Section 5.3(a).

2.31“ SeveranceParticipant” means a Participant who the Compensation Committee has designated as an individual eligible for the benefits set forth inArticle 6. Exhibit A sets forth the list of Severance Participants as of the Effective Date, which may be amended by the Compensation Committee as described inSection 3.3.

2.32“ SpecifiedEmployee” means any Participant who is a “specified employee” (as defined under Code Section 409A), as determined by the Company inaccordance with Code Section 409A, on the Participant’s Date of Termination.

2.33“ Subsidiary” or “ Subsidiaries” means any corporation, partnership, venture or other entity in which the Company holds, directly or indirectly, a fiftypercent (50%) or greater ownership interest. The Compensation Committee may, at its sole discretion, designate, on such terms and conditions as theCompensation Committee shall determine, any other corporation, partnership, limited liability company, venture or other entity a Subsidiary for purposes of thisPlan.

2.34“ Termination” or “ Terminates” means a “separation from service” from the Company within the meaning of Treasury Regulation Section 1.409A-1(h).

2.35“ TierIExecutive” means any Participant designated by the Compensation Committee as a Tier I Executive.

2.36“ TierIIExecutive” means any Participant designated by the Compensation Committee as a Tier II Executive.

Article3-EligibilitytoParticipate

3.1Participation.The Administrator shall provide each Participant with a notice in writing indicating that such Participant has been selected for participation inthe Plan as a Severance Participant and/or CIC Participant, and the specific level (Tier I Executive or Tier II Executive) at which such Participant shall participate,as of the date designated by the Compensation Committee. The written notice may include such other provisions deemed necessary or appropriate by theAdministrator that are not inconsistent with the provisions of the Plan.

3.2DurationofParticipation.A Participant shall cease to be a Participant in the Plan if (a) the Participant terminates employment with the Company undercircumstances not entitling him or her to benefits under the Plan; (b) the Participant is removed from participation in the Plan as described in Section 3.3; (c) theParticipant breaches his or her obligations under Article 8; or (d) the amounts and benefits payable under the Plan to a Participant who is entitled to receive benefitsunder Article 4 have been paid or provided to the Participant in full.

3.3ChangestoParticipation.

(a)The Compensation Committee in its sole discretion may add or remove any Severance Participant or CIC Participant from participation in the Plan as ofany date specified by the Compensation Committee, provided that no individual may be removed from participation in the Plan as a CIC Participant (i) after theCompensation Committee has knowledge of a possible transaction or event that, if consummated, would constitute a Change in Control, unless and until theCompensation Committee has determined that all transactions or events that, if consummated, would constitute a Change in Control have been abandoned and willnot be consummated; or (ii) during the Protected Period.

(b)The Compensation Committee can add or remove any Severance Participant or CIC Participant from participation in the Plan by an official record ofproceedings of the Compensation Committee, at which time Exhibit A will be deemed to be amended by such record. The Administrator may update Exhibit Afrom time to time without formal amendment to the Plan. In the event of a conflict between the official record of proceedings of the Compensation Committee andExhibit A, the official record of proceedings of the Compensation Committee will control.

Article4-EligibilityforBenefits

4.1TerminationFollowingaChangeinControl.If following a Change in Control (a) (i) the Company Terminates a CIC Participant without Cause, or (ii) aCIC Participant Terminates for Good Reason by delivering to the Company a written notice that specifies in reasonable detail the facts and circumstances claimedto provide a basis upon which the CIC Participant believes that Good Reason has arisen; provided that the Company does not cure such Good Reason event within30 days after

4

the notice is delivered, or the Company does not contest that Good Reason exists; and (b) the Date of Termination is within the Protected Period, then theCompany will pay or provide to the CIC Participant the payments and benefits described in Article 5.

4.2TerminationNotConnectedwithChangeinControl.If the Company Terminates a Participant (a) without Cause, or (b) a Participant Terminates for GoodReason by delivering to the Company a written notice that specifies in reasonable detail the facts and circumstances claimed to provide a basis upon which theParticipant believes that Good Reason has arisen; provided that the Company does not cure such Good Reason event within 30 days after the notice is delivered, orthe Company does not contest that Good Reason exists; and (c) such Termination is either (i) not connected with a Change in Control or (ii) connected with aChange in Control but not within the Protected Period, then the Company will pay or provide to the Participant the payments and benefits described in Article 6.

4.3TerminationforAnyOtherReason.If the Participant Terminates for any reason other than those described in either Section 4.1 or 4.2, including, but notlimited to, death, disability, voluntary retirement, termination by the Company for Cause, or voluntary resignation, no payments or benefits will be paid or due toor on behalf of the Participant under this Plan at any time. Notwithstanding this Section 4.3, a Participant may be entitled to benefits under other plans maintainedby the Company if the terms of such plans provide such benefits.

4.4EffectofEmploymentAgreement.If, at any time a Participant is employed by the Company pursuant to an employment agreement (“ EmploymentAgreement”), the following rules of application will be applied:

(a)If a term is defined in the Plan and in the Employment Agreement and those definitions are not identical, the definition contained in the EmploymentAgreement will supersede and replace the definition contained in the Plan for purposes of applying that term under both the Plan and the Employment Agreement;and

(b)If an event or a series of related events entitle a Participant to payments under both the Employment Agreement and Article 5 or Article 6, the Participantwill be entitled to the payments due under Article 5 or Article 6 reduced by the amounts (if any) received under the Employment Agreement before the paymentsbecome due under the Plan and no further payments will be due under the Employment Agreement.

Article5-ChangeinControlPaymentsandBenefits

5.1ChangeinControlPayments.If a CIC Participant is eligible for payments and benefits under Section 4.1, the Company will:

(a) Pay the Accrued Obligations; and

Subject to the CIC Participant’s execution of the Release and the Release becoming effective within the Release Execution Period (as these terms are defined inSection 8.1), the Company will:

(b) Make a severance payment to the CIC Participant equal to the product of (i) the Benefit Multiplier and (ii) the sum of such CIC Participant’s Base Salaryand Bonus Amount;

(c) Pay the actual bonus that would have been payable to the CIC Participant for the calendar year that includes the Date of Termination based on actualperformance as if the CIC Participant had remained employed through the end of such calendar year; provided, however, that such amount shall be adjusted on apro rata basis based on the number of days the CIC Participant was actually employed during the bonus plan year in which the Date of Termination occurs;

(d) Continue for the Applicable Severance Period after the CIC Participant’s Date of Termination, to provide for the CIC Participant’s continued benefit (andthat of all family members and other dependents who were enrolled in the programs on the CIC Participant’s Date of Termination) all life, disability, medical,dental and/or vision insurance programs in which the CIC Participant (or members of the CIC Participant’s family or other dependents) was participating or wascovered immediately before the CIC Participant’s Date of Termination. If the terms of any of the programs just described do not allow the continued participationdescribed in the preceding sentence, the Company will (i) provide benefits that are substantially similar (including eligibility conditions, conditions on benefits, thevalue of benefits and the scope of coverage) to those provided by the life, disability, medical, dental and/or vision insurance programs in which the CIC Participant(or members of the CIC Participant’s family or other dependents) was participating immediately before the CIC Participant’s Date of Termination and (ii) ensurethat any eligibility or other conditions on benefits under these programs, including deductibles and co-payments, will be administered by applying the CICParticipant’s experience under any predecessor program in which the CIC Participant (or members of the CIC Participant’s family or other dependents) wasparticipating immediately before the CIC Participant’s Date of Termination. Notwithstanding the foregoing provisions of this Section 5.1(d), in the event theCompany is unable to provide any of the above promised benefits under its benefit plans, the Company will reimburse the CIC Participant for amounts

5

necessary to enable the CIC Participant to obtain similar benefits substantially equal to what was provided to the CIC Participant immediately prior to the CICParticipant’s Date of Termination taking into account the amount of co-payment required by the CIC Participant. To the extent that any benefit extended under thisSection 5.1(d) would result in taxable compensation for the CIC Participant, the CIC Participant shall be solely responsible for any such taxes. Notwithstanding theforegoing, in the event a CIC Participant becomes reemployed with another employer and becomes eligible to receive group health plan coverage from suchemployer, the Company’s obligations under this Section 5.1(d) shall cease as of the date such CIC Participant commences such new employment. The CICParticipant shall promptly notify the Company of any such new employment; and

(e)Outstanding equity awards (other than equity awards granted in the calendar year 2014) shall be treated as follows: (i) all outstanding and unvested stockoptions and stock appreciation rights (“SARs”) shall immediately vest and (along with all other outstanding and vested stock options and SARs) shall remainexercisable for a period of ninety (90) days from the Date of Termination or the last day of the stock option or SAR term, whichever occurs first; (ii) all restrictionson unvested shares of restricted stock and unvested restricted stock units shall immediately lapse, with such shares and units becoming nonforfeitable (and paymentin settlement of the restricted stock units will be determined as set forth in the applicable award agreement) except to the extent that an award meeting therequirements of a Replacement Award is provided to the CIC Participant holding such award to replace or adjust such outstanding award (a “ ReplacedAward”).An award shall qualify as a “ ReplacementAward” if: (a) it has a value at least equal to the value of the Replaced Award as determined by the Committee in itssole discretion; (b) it relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with theCompany or its successor following the Change in Control; and (c) its other terms and conditions are not less favorable to the Participant than the terms andconditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). Without limiting the generality ofthe foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied. Thedetermination of whether the conditions of the Replacement Award are satisfied shall be made by the Committee, as constituted immediately before the Change inControl, in its sole discretion. Further, any unearned performance shares and unearned performance units granted before January 1, 2017, shall be deemed to havebeen earned assuming achievement of one-hundred (100) percent of target level performance and payment in settlement of the performance units will bedetermined as set forth in the applicable award agreement. Upon a termination of a CIC Participant’s employment pursuant to Section 4.1 the Replacement Awardsshall become fully vested, exercisable, and free of restrictions. In the event that the scheduled expiration date of an option or SAR shall fall within a blackoutperiod that has been declared by the Company and that applies to the CIC Participant, then the expiration date shall automatically be extended until such time asfifteen (15) consecutive business days have elapsed after the scheduled expiration date without interruption by any applicable blackout period (but not past the lastday of the stock option or SAR term). Except as otherwise provided in this Section 5.1(e), the treatment of any outstanding equity award previously granted to theCIC Participant will be determined in accordance with the terms of the equity plan and award agreement pursuant to which such award was granted.

(f)In addition to the payments and benefits described above, the CIC Participant shall receive any other change in control benefits to which the CICParticipant is entitled under any other plan, program or agreement with the Company. Such benefits shall be provided in accordance with the terms and conditionsof the applicable plan, program or agreement.

5.2FormandTimingofChangeinControlSeverancePayments.For all CIC Participants, unless a payment delay is required under Section 7.4, the change incontrol severance payments described in: (a) Section 5.1(a) shall be made in a single lump sum no later than thirty (30) days after the CIC Participant’s Date ofTermination; (b) Section 5.1(b) shall be made in a single lump sum payment within sixty (60) days following the Date of Termination; provided, however, that ifthe Release Execution Period begins in one taxable year and ends in another taxable year, payment will not be made until the beginning of the second taxable year;and (c) Section 5.1(c) shall be made in a single lump sum at the same time as annual bonuses are paid to other senior executives of the Company but not later thanMarch 15th next following the Date of Termination.

5.3TreatmentUnderCodeSection280G.

(a)Anything in the Plan or any other plan, arrangement or agreement to the contrary notwithstanding, in the event it shall be determined that any payments orbenefits provided or to be provided by the Company to the CIC Participant or for the CIC Participant’s benefit under the terms of this Plan or otherwise (the “CoveredPayments”), would be subject to an Excise Tax, then the Covered Payments shall be either (i) provided to the CIC Participant in full, or (ii) provided tothe CIC Participant but reduced (but not below zero) to the maximum amount that could be paid to the CIC Participant without giving rise to an Excise Tax (the “SafeHarborCap”), whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, theExcise Tax, and any other applicable taxes, results in the receipt by the CIC Participant, on an after-tax basis, of the greatest amount of benefits, notwithstandingthat all or some portion of the Covered Payments may be taxable under the Excise Tax. The reduction of the Covered Payments, if applicable, shall occur in

6

accordance with Code Section 409A and in the following order: (i) any cash severance payable to the CIC Participant, (ii) any other cash amount payable to theCIC Participant, (iii) the acceleration of vesting of any equity-based awards that are subject to performance vesting, (iv) the acceleration of vesting of any equity-based awards that are not subject to performance vesting, and (v) reduction of all other Covered Payments shall be made by the Company in its sole discretion andconsistent with the requirements of Code Section 409A. In the case of the reductions of Covered Payments to be made pursuant to each of the above-mentionedclauses, the cash payments to be reduced and the acceleration of vesting to be cancelled shall be reduced or cancelled in the inverse order of their originallyscheduled dates of payment or vesting, as applicable, and shall be so reduced (x) only to the extent that the Covered Payment would be treated as a “parachutepayment” within the meaning of Code Section 280G and (y) only to the extent necessary to achieve the Safe Harbor Cap.

(b) All determinations required to be made under this Section 5.3 shall be made by a public accounting firm that is retained by the Company to provide taxadvice as of the date immediately prior to the Change in Control (the “ AccountingFirm”), which shall provide detailed supporting calculations both to theCompany and the CIC Participant as requested by the Company. For purposes of making the calculations required by this Section 5.3, the Accounting Firm maymake reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application ofthe Code and other applicable legal authority. The Company and the applicable CIC Participant shall furnish to the Accounting Firm such information anddocuments as the Accounting Firm may reasonably request in order to make a determination under this Section 5.3. Notwithstanding the foregoing, in the event (i)the Compensation Committee shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicableauditor independence rules or (ii) the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because ofauditor independence concerns or (iii) the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control,the Audit Committee shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firmshall then be referred to as the Accounting Firm hereunder). All reasonable fees, costs and expenses incurred by the Accounting Firm in connection with anycalculations contemplated by this Section 5.3 shall be borne by the Company.

(c) If any good faith dispute arises regarding the determination of a payment of an Excise Tax, then the Company shall pay any and all of the CICParticipant’s professional fees and expenses relating to such dispute, including but not limited to the CIC Participant’s reasonable attorney’s fees.

Article6-SeveranceBenefits

6.1SeverancePayments.If a Severance Participant is eligible for payments and benefits under Section 4.2, the Company shall:

(a) Pay the Accrued Obligations; and

Subject to the Severance Participant’s execution of the Release and the Release becoming effective within the Release Execution Period (as these terms are definedin Section 8.1), the Company shall:

(b) Make a severance payment to the Severance Participant equal to the product of (i) the Benefit Multiplier and (ii) the Severance Participant’s Base Salary;

(c) Pay the actual bonus that would have been payable to the Severance Participant for the calendar year that includes the Date of Termination based on actualperformance as if the Severance Participant had remained employed through the end of such calendar year; provided, however, that such amount shall be adjustedon a pro rata basis based on the number of days the Severance Participant was actually employed during the bonus plan year in which the Date of Terminationoccurs;

(d) Continue for the Applicable Severance Period after the Severance Participant’s Date of Termination, to provide for the Severance Participant’s continuedbenefit (and that of all family members and other dependents who were enrolled in the programs on the Severance Participant’s Date of Termination) all life,disability, medical, dental and/or vision insurance programs in which the Severance Participant (or members of the Severance Participant’s family or otherdependents) was participating or was covered immediately before the Severance Participant’s Date of Termination. If the terms of any of the programs justdescribed do not allow the continued participation described in the preceding sentence, the Company will (i) provide benefits that are substantially similar(including eligibility conditions, conditions on benefits, the value of benefits and the scope of coverage) to those provided by the life, disability, medical, dentaland/or vision insurance programs in which the Severance Participant (or members of the Severance Participant’s family or other dependents) was participatingimmediately before the Severance Participant’s Date of Termination and (ii) ensure that any eligibility or other conditions on benefits under these programs,including deductibles and co-payments, will be administered by applying the Severance Participant’s experience under any predecessor program in which theSeverance Participant (or members of the Severance Participant’s

7

family or other dependents) was participating immediately before the Severance Participant’s Date of Termination. Notwithstanding the foregoing provisions ofthis Section 6(d), in the event the Company is unable to provide any of the above promised benefits under its benefit plans, the Company will reimburse theSeverance Participant for amounts necessary to enable the Severance Participant to obtain similar benefits substantially equal to what was provided to theSeverance Participant immediately prior to the Severance Participant’s Date of Termination taking into account the amount of co-payment required by theSeverance Participant. To the extent that any benefit extended under this Section 6.1(d) would result in taxable compensation for the Severance Participant, theSeverance Participant shall be solely responsible for any such taxes. Notwithstanding the foregoing, in the event a Severance Participant becomes reemployed withanother employer and becomes eligible to receive group health plan coverage from such employer, the Company’s obligations under this Section 6.1(d) shall ceaseas of the date such Severance Participant commences such new employment. The Severance Participant shall promptly notify the Company of any such newemployment; and

(e) Outstanding equity awards (other than equity awards granted in the calendar year 2014) shall be treated as follows: (i) all outstanding and unvested stockoptions and SARs shall immediately vest on a pro rata basis based on the number of days the Participant was actually employed during the vesting period upthrough the Date of Termination over the total number of days in the vesting period, and (along with all other outstanding vested stock options and SARs) shallremain exercisable for a period of ninety (90) days from the Date of Termination or the last day of the stock option or SAR term, whichever occurs first; and (ii) allunvested shares of restricted stock and unvested restricted stock units shall immediately be forfeited back to the Company. Further, any unearned performanceshares and unearned performance units granted before January 1, 2017, shall be deemed to have been earned on a pro rata basis based on the number of days theSeverance Participant was actually employed during the applicable performance period up through the Date of Termination over the total number of days in theperformance period, measuring actual performance achieved as of the completion of the applicable performance period, and settlement of the performance unitswill be determined as set forth in the applicable award agreement. In the event that the scheduled expiration date of an option or SAR shall fall within a blackoutperiod that has been declared by the Company and that applies to the Severance Participant, then the expiration date shall automatically be extended until such timeas fifteen (15) consecutive business days have elapsed after the scheduled expiration date without interruption by any applicable blackout period (but not past thelast day of the stock option or SAR term). Except as otherwise provided in this Section 6.1(e), the treatment of any outstanding equity award previously granted tothe Severance Participant will be determined in accordance with the terms of the equity plan and award agreement pursuant to which such award was granted.

6.2FormandTimingofSeverancePayments.For all Severance Participants, unless a payment delay is required under Section 7.4, the non-change in controlseverance payments described in: (a) Section 6.1(a) shall be made in a single lump sum no later than thirty (30) days after the Severance Participant’s Date ofTermination; (b) Section 6.1(b) shall be payable in equal installments in accordance with the Company’s normal payroll practices over the Applicable SeverancePeriod; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, payments will not begin until thebeginning of the second taxable year; provided further, that the first installment payment will include all amounts that would otherwise have been paid to theSeverance Participant during the period beginning on the Date of Termination and ending on the first payment date if no delay had been imposed; and (c) Section6.1(c) shall be made in a single lump sum at the same time as annual bonuses are paid to other senior executives of the Company but not later than March 15th nextfollowing the Date of Termination.

Article7-ConditionsAffectingPayments

7.1OtherBenefits.Except as expressly provided in this Plan, a Participant’s right to receive the payments and benefits described in Article 5 or Article 6 will notdecrease the amount of, or otherwise adversely affect, any other benefits payable to the Participant under any plan, program or agreement between the Participantand the Company.

7.2NoMitigation.Subject to Section 5.1(d) and Section 6.1(d) the Participant is not required to mitigate the amount of any payment described in this Plan byseeking other employment or otherwise, nor will the amount of any payment or benefit provided for in Article 5 or Article 6 be reduced by any compensation theParticipant earns in any capacity after Termination or by reason of the Participant’s receipt of or right to receive any retirement or other benefits on or afterTermination.

7.3Withholding.The amount of any payment made under this Plan will be reduced by amounts the Company is required to withhold with respect to any income,wage or employment taxes imposed on the payment.

7.4PaymentDelayRequiredByCodeSection409A.Notwithstanding anything in the Plan to the contrary, if a Participant is a Specified Employee on the Dateof Termination and the Participant is entitled to a payment and/or a benefit under the Plan that is required to be delayed pursuant to Code Section 409A(a)(2)(B)(i),then such payment or benefit, as the case may be, shall not be paid or provided (or begin to be paid or provided) until the first business day of the seventh monthfollowing the Date of Termination or, if earlier, the date of the Participant’s death. The first payment that can be made to the Participant

8

following such postponement period shall include the cumulative amount of any payments or benefits that could not be paid or provided during such postponementperiod due to the application of Code Section 409A(a)(2)(B)(i) and thereafter, any remaining payments will be paid without delay in accordance with their originalschedule.

Article8-SeparationAgreementandParticipantObligations

8.1SeparationAgreement.The obligations of the Company to pay or provide the payments and benefits described in Article 5 or Article 6 (excluding theAccrued Obligations) are contingent on the Participant’s (for him/herself, his/her heirs, legal representatives and assigns) agreement to execute a separation or likeagreement in the form and substance to be provided by Company, containing a general release of the Company and their officers, directors, agents and employeesfrom any claims or causes of action of any kind that the Participant might have, regarding his/her employment or the termination of that employment and shallrequire that the Participant acknowledge and agree to be subject to the Participant obligations set forth in Article 8, including specifically the obligation to repayPlan benefits pursuant to Section 8.5 (the “ Release”) and such Release becoming effective within sixty (60) days following the Participant’s Date of Termination(the 60-day period, the “ ReleaseExecutionPeriod”). The Participant understands that the release portion of the agreement will apply to the maximum extentpermitted by law to all claim(s) he or she might have under any federal, state or local statute or ordinance, or the common law, for employment discrimination,wrongful discharge, breach of contract, violations of Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination inEmployment Act, the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act, or the Familyand Medical Leave Act, and all other claims related in any way to the Participant’s employment or the termination of that employment.

8.2ConfidentialInformation.Except as otherwise required by applicable law, a Participant expressly agrees to keep and maintain Confidential Informationconfidential and not, at any time during or subsequent to the Participant’s employment with the Company, to use any Confidential Information for the Participant’sown benefit or to divulge, disclose or communicate any Confidential Information to any person or entity in any manner except (a) to employees or agents of theCompany that need the Confidential Information to perform their duties on behalf of the Company or (b) in the performance of the Participant’s duties to theCompany. The Participant also agrees to notify the Company promptly of any circumstance the Participant believes may legally compel the disclosure ofConfidential Information and to give this notice before disclosing any Confidential Information.

8.3Post-EmploymentRestrictions.The Participant acknowledges that the Company has spent significant time, effort and resources protecting its ConfidentialInformation and customer goodwill. The Participant further acknowledges that the Confidential Information is of significant competitive value to the Company theindustry in which it competes, and that the use or disclosure, even if inadvertent, of such Confidential Information for the benefit of a competitor would causesignificant damage to the legitimate business interests of the Company. Accordingly, in order to protect the legitimate business and customer goodwill interests ofthe Company, to protect that Confidential Information against inappropriate use or disclosure, and in consideration for the Participant’s employment and thebenefits provided to the Participant (including, without limitation, the benefits payable to the Participant pursuant to this Plan), the Participant agrees as follows:

(a)Non-Competition.During the Restricted Period, the Participant shall not, without the prior written consent of the Administrator, engage in any position inwhich the Executive, directly or indirectly, is providing Competitive Products in the Restricted Area. The foregoing, however, shall not prevent the Participant’spassive ownership of up to five percent (5%) or less of the equity securities of any publicly traded company.

(b)Non-SolicitationofEmployees.The Participant agrees that during the Restricted Period, the Participant shall not, either directly or indirectly, on his orher own behalf or in the service or on behalf of others, solicit, recruit, or hire any Company Employee for a position of employment with an entity that providesCompetitive Products. This restriction includes and applies to situations where a Company Employee initiates contact with the Participant. The Participant alsoagrees that, during the Participant’s employment with the Company and during the Applicable Severance Period, the Participant will not provide the names ofCompany Employees to other persons or entities who might have a potential interest in hiring such employee, or to any placement, recruiting or headhunting firm.

(c)Non-PiracyofCompanyCustomers.The Participant agrees that, during the Restricted Period, the Participant will not, directly or indirectly, without theCompany’s written permission, solicit to provide, or provide, Competitive Products to any Company Customer.

(d)Non-PiracyofCompanyProspectiveCustomers.The Participant agrees that, during the Restricted Period, the Participant will not, directly or indirectly,without the Company’s written permission, solicit to provide, or provide, Competitive Products to any Company Prospective Customer.

9

(e)Non-InterferencewithBusinessContacts.The Participant agrees that, during the Restricted Period, the Participant will not, directly or indirectly,without prior written approval of the Administrator, interfere with the Company’s relationship with any supplier, licensee, licensor, landlord, or other businessrelation of the Company (each a “ BusinessContact”) by: (i) soliciting or encouraging any Business Contact to terminate or diminish its relationship with theCompany; or (ii) seeking to persuade any such Business Contact to conduct with any other person or entity any business or activity conducted between theBusiness Contact and the Company, or, to the Participant’s knowledge, any business or activity between the Business Contact and the Company underconsideration by the Company as of the Date of Termination.

8.4IntellectualProperty.The Participant hereby assigns to the Company all rights, including, without limitation, copyrights, patents, trade secret rights, andother intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, works of authorship, Confidential Information or tradesecrets (i) developed or created by the Participant, solely or jointly with others, during the course of performing work for or on behalf of the Company or anysubsidiary of the Company, whether as an employee or independent contractor, at any time during the Participant employment with the Company, (ii) that theParticipant conceives, develops, discovers or makes in whole or in part during the Participant’s employment by the Company that relate to the business of theCompany or any subsidiary of the Company or the actual or demonstrably anticipated research or development of the Company or any subsidiary of the Company,(iii) that the Participant conceives, develops, discovers or makes in whole or in part during or after the Participant’s employment by the Company that are madethrough the use of any of the equipment, facilities, supplies, trade secrets or time of the Company or any subsidiary of the Company, or that result from any workthe Participant performs for the Company or any subsidiary of the Company or (iv) developed or created by the Participant, solely or jointly with others, at anytime before the Participant’s employment with the Company, that relate to or involve the Company’s businesses (collectively, the “ WorkProduct”). Withoutlimiting the foregoing, to the extent possible, all software, compilations and other original works of authorship included in the Work Product will be considered a“work made for hire” as that term is defined in Title 17 of the United States Code. If, notwithstanding the foregoing, the Participant for any reason retains anyright, title or interest in or relating to any Work Product, the Participant agrees promptly to assign, in writing and without any requirement of further consideration,all such right, title, and interest to the Company. Upon request of the Company at any time during or after the Participant’s employment with the Company, theParticipant will take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to evidence, perfect, record orotherwise give full and proper effect to any assignments of rights under or pursuant to this Agreement. The Participant will promptly disclose to the Company anysuch Work Product in writing.

8.5Non-Disparagement.The Participant agrees that he or she shall not make or publish any statement (orally or in writing) that becomes or reasonably could beexpected to become publicly known or otherwise impact the Company’s business, or instigate, assist or participate in the making or publication of any suchstatement, which would libel, slander or disparage (whether or not such disparagement legally constitutes libel or slander) the Company or its officers, directorsand employees, or any person affiliated with the Company, or the reputations of any of its past or present stockholders, officers, directors, agents, representativesand employees unless compelled to do so by valid subpoena or other court order, and in such case only after first notifying the Company in advance of suchsubpoena or court order.

8.6EffectofBreachofObligations.If a Participant breaches any obligation contained in this Article 8:

(a) If that breach occurs prior to the Participant’s Termination, his or her participation in this Plan shall terminate as of the date of the breach, even if the factof the breach becomes apparent at a later date, and no amounts will be due under this Plan; or

(b) If that breach occurs or becomes apparent after the Participant’s Termination, no amounts will be due under this Plan and the Participant must repay anyamounts paid under either Article 5 or Article 6, plus interest calculated at the prime rate of interest quoted in the WallStreetJournal, over the period beginningon the date of the payment to the Participant under the Plan and ending on the date of repayment.

8.7 Recoupment.In addition to the recovery right described in Section 8.6, if the Company is required to prepare an accounting restatement that would triggerrecoupment under the Company’s Recoupment Policy, any amount to be repaid by a Participant under the Recoupment Policy may be withheld by the Companyfrom amounts otherwise payable by the Company to the Participant under this Plan to the extent permitted by applicable law and in a manner that complies withCode Section 409A or an applicable exemption.

8.8Reasonableness.

(a)The Participant acknowledges and agrees that the restrictions in this Section 8 are reasonable as the Participant’s capabilities and training are such that heor she can obtain employment with entities that do not provide Competitive Products,

10

and further that the Participant can obtain employment with entities that provide Competitive Products as long as such employment is not engaged in providingCompetitive Products.

(b)The Participant also agrees that the restrictive covenants herein: (i) are necessary for the protection of the Company’s business; (ii) will not unduly restrictthe Participant’s ability to earn a livelihood; and (iii) are reasonable in time, territory, and scope. Therefore, the Participant agrees that, in addition to injunctiverelief, the Company is entitled to recover from the Participant damages arising from a violation of Sections 8.2, 8.3(a), 8.3(b), 8.3(c), 8.3(d), and 8.3(e). Participantfurther agrees that, if Participant breaches or threatens to breach any of Participant's obligations contained herein, then the Company, in addition to any otherremedies available to it under the law, may obtain specific performance and/or injunctive relief, without bond, against Participant to prevent such continued orthreatened breach. In the event of any breach of any obligation under this Plan, whether or not there is litigation relating thereto, the restrictions as to durationcontained therein shall extend for a period equal to the cumulative duration of such breach or breaches.

(c)Sections 8.2, 8.3(a), 8.3(b), 8.3(c), 8.3(d), and 8.3(e) above each are and shall be construed as independent and separate covenants and Participant agreesthat the existence of a claim or cause of action by Participant against the Company shall not constitute a defense to the enforcement of the provisions of thesecovenants by the Company.

(d)The Participant affirms that the restrictions in Sections 8.3(b), 8.3(c), 8.3(d), and 8.3(e) contain no geographic scope and agree and acknowledge that sucha scope is unnecessary given the limited functional scope of the restrictions.

(e)If the Participant violates any of these restrictions, the duration of the violated restriction(s) will be extended for an amount of time equal to the number ofdays the Participant violated the restriction(s).

8.9Enforceability.To the extent any provision of this Article 8 shall be invalid or unenforceable, it shall be considered deleted and the remainder of suchprovision shall be unaffected and shall continue in full force and effect. In furtherance and not in limitation of the foregoing, should the duration or geographicalextent of, or business activities covered by any provision of this Article 8 be in excess of that which is valid and enforceable under applicable law, then suchprovision shall be construed to cover only that duration, extent or activities which may validly and enforceably be covered. The Participant acknowledges theuncertainty of the law in this respect and expressly stipulates that this Article 8 shall be given the construction that renders the provisions valid and enforceable tothe maximum extent (not exceeding its express terms) possible under applicable law.

Article9-AdministrationofthePlan

9.1Administrator.The administration of the Plan shall be under the supervision of the Administrator. The Administrator shall have the discretionary authority tomake eligibility determinations, all necessary factual determinations and to construe terms under this Plan. The Administrator shall have the discretionary authorityto delegate its authority to any committee or individual and to hire such accountants, counsel, actuaries, consultants or other experts it determines necessary for theadministration of this Plan.

9.2RelianceonTables,Etc.In administering the Plan, the Administrator will be entitled, to the extent permitted by law, to rely conclusively on all tables,valuations, certificates, opinions and reports which are furnished by, or in accordance with the instructions or recommendations of accountants, counsel, actuaries,consultants or other experts employed or engaged by the Administrator.

9.3ClaimsandReviewProcedure.

(a)ClaimsProcedure.Any person who believes he or she is being denied any rights or benefits under the Plan may file a claim in writing with theAdministrator. If any such claim is wholly or partially denied, the Administrator will notify such person of its decision in writing. Such notification will contain (i)specific reasons for the denial, (ii) specific reference to pertinent Plan provisions, (iii) a description of any additional material or information necessary for suchperson to perfect such claim and an explanation of why such material or information is necessary, and (iv) information as to the steps to be taken if the personwishes to submit a request for review. Such notification will be given within ninety (90) days after the claim is received by the Administrator (or within onehundred eighty (180) days, if special circumstances require an extension of time for processing the claim, and if written notice of such extension and circumstancesare given to such person within the initial ninety (90) day period). If such notification is not given within such period, the claim will be considered denied as of thelast day of such period, and such person may request a review of his or her claim.

(b)ReviewProcedure.Within sixty (60) days after the date on which a person receives a written notice of a denied claim (or, if applicable, within sixty(60) days after the date on which such denial is considered to have occurred) such person (or his or her duly authorized representative) may (i) file a written requestwith the Administrator for the review of the denied claim

11

and of pertinent documents and (ii) submit written issues and comments to the Administrator. The Administrator will notify such person of its decision in writing.Such notification will be written in a manner calculated to be understood by such person and will contain specific reasons for the decision as well as specificreference to pertinent Plan provisions. The decision on review will be made within sixty (60) days after the request for review is received by the Administrator (orwithin one hundred twenty (120) days, if special circumstances require an extension of time for processing the request, such as an election by the Administrator tohold a hearing, and if written notice of such extension and circumstances are given to such person within the initial sixty (60) day period). If the decision on reviewis not made within such period, the claim will be considered denied.

9.4IndemnificationofAdministrator.The Company agrees to indemnify and to defend to the fullest extent permitted by law any member of the CompensationCommittee serving as the Administrator and any employee assisting the Administrator in connection with its duties (including any individual who formerly servedas a member of the Compensation Committee or who assisted the Administrator), against all liabilities, damages, costs and expenses (including attorneys’ fees andamounts paid in settlement of any claims approved by the Compensation Committee) incurred by the Administrator or such employee in connection with theadministration of this Plan, including but not limited to the application of the Claims and Reviews Procedures set forth herein.

9.5NamedFiduciary.For purposes of ERISA, the named fiduciary of the Plan shall be the Company.

Article10-AmendmentandTermination;Term

10.1AmendmentandTermination.The Compensation Committee in its sole discretion may amend or terminate the Plan at any time; provided, however, thatthe Plan may not be amended or terminated (a) after the Compensation Committee has knowledge of a possible transaction or event that, if consummated, wouldconstitute a Change in Control, unless and until the Compensation Committee has determined that all transactions or events that, if consummated, would constitutea Change in Control have been abandoned and will not be consummated; or (b) during the Protected Period. Notwithstanding the foregoing, the terms in thisSection 10.1 that otherwise restrict the amendment of the Plan will not apply to an amendment that (i) is required or advisable for the Company, the Plan, or anypayments or benefits under the Plan to satisfy any applicable law or regulation, including, without limitation, any amendment pursuant to Section 12.6; or (ii) is notreasonably likely to significantly diminish the payments or benefits provided to any Participant under the Plan without the Participant’s written consent.

10.2Term.The Plan will become effective on the Effective Date and will terminate on the last day of the Protected Period, unless terminated sooner underSection 10.1 above. The Company’s obligation to make all payments and provide benefits that have become payable under the Plan during the existence of thePlan will survive any termination of the Plan.

Article11-Successors;BindingAgreement

11.1Successors.The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all ofthe business and/or assets of the Company to unconditionally assume all of the obligations of the Company hereunder. Failure of the Company to obtain suchassumption prior to the effectiveness of any such succession shall constitute Good Reason hereunder and shall entitle the CIC Participants to payments and benefitsin the same amount and on the same terms as such CIC Participants would be entitled hereunder if they had satisfied the requirements of Section 4.1, except thatfor purposes of implementing the foregoing, the date on which any succession becomes effective shall be deemed the Date of Termination.

11.2BindingAgreement.The benefits provided under this Plan shall inure to the benefit of and be enforceable by the Participant’s personal or legalrepresentatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Participant shall die while any amounts would be payable tothe Participant hereunder had the Participant continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms ofthis Plan to such person or persons appointed in writing by the Participant to receive such amounts or, if no person is so appointed, to the Participant’s estate.

Article12-Miscellaneous

12.1ElectionsandNotices.Notwithstanding anything to the contrary contained in this Plan, all elections and notices of every kind under this Plan shall be madeon forms prepared by the Company or shall be made in such other manner as permitted or required by the Company, including through electronic means, over theinternet or otherwise. An election shall be deemed made when received by the Company (or its designated agent, but only in cases where the designated agent hasbeen appointed for the purpose of receiving such election), which may waive any defects in form.

12

If not otherwise specified by this Plan or the Company, any notice or filing required or permitted to be given to the Company under the Plan shall be delivered tothe principal office of the Company, directed to the attention of the SVP General Counsel and Secretary of the Company, or his successor. Such notice shall bedeemed given on the date of delivery.

Notice to the Participant shall be deemed given when mailed (or sent by telecopy) to the Participant’s work or home address as shown on the records of theCompany or, at the option of the Company, to the Participant’s email address as shown on the records of the Company. It is the Participant’s responsibility toensure that the Participant’s addresses are kept up to date on the records of the Company. In the case of notices affecting multiple Participants, the notices may begiven by general distribution at the Participants’ work locations.

12.2GoverningLaw;Validity.To the extent not preempted by federal law, the Plan, and all benefits and agreements hereunder, and any and all disputes inconnection therewith, shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without regard to conflict or choice oflaw principles which might otherwise refer the construction, interpretation or enforceability of this Plan to the substantive law of another jurisdiction.

12.3EmploymentNotGuaranteed.Nothing contained in the Plan nor any action taken thereunder shall be construed as giving any Participant the right to beretained in the employ of the Company.

12.4Funding.Benefits are paid from the Company’s general assets.

12.5Invalidity.In the event any provision of this Plan is held to be illegal or invalid, the remaining provisions of the Plan shall not be affected thereby.

12.6CodeSection409A.

(a) The Plan shall be interpreted, construed and operated to reflect the intent of the Company that all aspects of the Plan and the payments described in thePlan shall be interpreted either to be exempt from the provisions of Code Section 409A or, to the extent subject to Code Section 409A, comply with CodeSection 409A and any regulations and other guidance thereunder, to the extent necessary to avoid the incurrence of the adverse tax consequences under CodeSection 409A, and will be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Plan, payments providedunder the Plan may be made only upon an event and in a manner that complies with Code Section 409A or an applicable exemption.

(b) Any payments under this Plan that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as ashort-term deferral will be excluded from Code Section 409A to the maximum extent possible. For purposes of Code Section 409A, each installment paymentprovided under this Plan will be treated as a separate payment.

(c) Whenever a payment under this Plan specifies a payment period with reference to a number of days or a specified time period, the actual payment datewithin the specified time period will be within the sole discretion of the Company.

(d) To the extent required by Code Section 409A, each reimbursement or in-kind payment benefit provided under this Plan will be provided in accordancewith the following: (i) the amount of expenses eligible for reimbursement, or in-kind payments or benefits provided, during each calendar year cannot affect theexpenses eligible for reimbursement, or in-kind payments or benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shallbe paid to the Participant on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right toreimbursements or in-kind payments or benefits under this Plan shall not be subject to liquidation or exchange for another benefit.

(e) Notwithstanding anything to the contrary in Article 10, this Plan may be amended at any time, without the consent of any Participant, to avoid theapplication of Code Section 409A in a particular circumstance or to the extent determined necessary or desirable to satisfy any of the requirements under CodeSection 409A, but the Company shall not be under any obligation to make any such amendment. Nothing in the Plan shall provide a basis for any person to takeaction against the Company based on matters covered by Code Section 409A, including the tax treatment of any award made under the Plan, and the Companyshall not under any circumstances have any liability to any Participant or other person for any taxes, penalties or interest due on amounts paid or payable under thePlan, including taxes, penalties or interest imposed under Code Section 409A.

13

EXHIBITA

CONTINENTALBUILDINGPRODUCTS,INC.AMENDEDANDRESTATED

EXECUTIVESEVERANCEANDCHANGEINCONTROLPLAN

If a title is listed, then the individual then serving in that position will be deemed to be a Participant of the specified type or types (Severance Participant and/orCIC Participant) and at the specified level (Tier I Executive or Tier II Executive) stated in the table below.

SeveranceParticipants CICParticipantsTier I Executives Tier I ExecutivesPresident and CEO President and CEOTier II Executives Tier II Executives

Senior Vice Presidents Senior Vice Presidents

14

Exhibit31.1

CERTIFICATION

I, James Bachmann, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Continental Building Products, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;

b. Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.

/s/ James Bachmann August 4, 2017James Bachmann DatePresident and Chief Executive Officer (Principal Executive Officer)

Exhibit31.2

CERTIFICATION

I, Dennis Schemm, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Continental Building Products, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;

b. Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.

/s/ Dennis Schemm August 4, 2017Dennis Schemm DateSenior Vice President and Chief Financial Officer (Principal Financial Officer)

Exhibit32.1

CERTIFICATIONPURSUANTTO18U.S.C.SECTION1350,ASADOPTEDPURSUANTTOSECTION906OFTHESARBANES-OXLEYACTOF2002

In connection with the Quarterly Report of Continental Building Products, Inc. (the “Company”) on Form 10-Q for the fiscal quarterly period ended June 30, 2017as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, James Bachmann, President and Chief Executive Officerof the Company, and Dennis Schemm, Senior Vice President and Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that to his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James Bachmann August 4, 2017James Bachmann DatePresident and Chief Executive Officer (Principal Executive Officer)

/s/ Dennis Schemm August 4, 2017Dennis Schemm DateSenior Vice President and Chief Financial Officer (Principal Financial Officer)

Documents

FORM 10-Qd18rn0p25nwr6d.cloudfront.net/CIK-0001592480/89fc1883... · 2017-08-04 · Table of Contents As filed with the Securities and Exchange Commission on August 4, 2017 UNITED