Elkcorp 8-K Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2006

ElkCorp

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

1-5341	75-1217920
(Commission File Number)	(I.R.S. Employer Identification No.)

14911 Quorum Drive, Suite 600, Dallas, Texas 75254-1491
(Address of principal executive offices)

(972) 851-0500
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement

     As previously disclosed in the Current Report on Form 8-K filed by ElkCorp (the “Company”) with the Securities and Exchange Commission on July 7, 2006 (the “July8-K”), which report is incorporated herein by this reference, effective July 1, 2006, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company approved and the Board ratified certain executive officer compensation amounts and performance-based compensation plan performance goals and awards for the year ending June 30, 2007 (“fiscal 2007”). On September 11, 2006, after completion of their performance evaluations for fiscal 2006, the Committee and the Board approved adjustments to the base salaries of Thomas D. Karol and Richard A. Nowak, the Company’s Chairman of the Board and Chief Executive Officer and President and Chief Operating Officer, for fiscal 2007. Adjustments to base salaries of other executive officers for fiscal 2007 will not be finalized until completion of executive performance evaluations for fiscal 2006, which are expected to be completed by October 2006.

Base Salaries for Fiscal 2007

     Retroactive to July 1, 2006, the beginning of the Company’s fiscal year, Mr. Karol’s base salary was increased from $627,000 to $655,000 and Mr. Nowak’s base salary was increased from $464,000 to $485,000.

Compensation Summary

     A summary of fiscal 2007 compensation for Mr. Karol and Mr. Nowak is set forth below. Cash profit-sharing bonus payments and restricted stock amounts set forth below are pro forma amounts, assuming the Company’s achievement of target performance under its profit-sharing plan for fiscal 2007, as described in the July 8-K. The Company’s actual performance may be greater or less than target, and in such event actual bonus and restricted stock payments would be greater or less than those set forth in the table below.

					Restricted		Performance
Executive Officers	FY 2007 Salary		Bonus(1)		Stock(2)		Stock(3)		Stock Options(4)
Thomas D. Karol	$	655,000	$	458,500	$	275,100		50,960		38,097
Richard A. Nowak	$	485,000	$	291,000	$	145,500		29,160		21,447

(1)	Cash profit-sharing bonus payments in these amounts would be paid, based on the operation of the profit-sharing formula on fiscal 2007 salaries, if the Company achieves ROE performance in fiscal 2007 equal to the 62 nd percentile of NYSE companies over the previous three years. These bonus amounts vary from those set forth in the July 8-K, which were based on salaries prior to the salary adjustments reported herein.
(2)	Restricted stock with a valuation (with no discount for restrictions) equal to this amount on date of grant, based on the operation of the profit-sharing formula on fiscal 2007 salaries, would be issued if the Company achieves ROE performance in fiscal 2007 equal to the62 nd percentile of NYSE companies over the previous three years. The restricted stock would “vest” (restrictions would lapse) ratably over five years of continued service to the Company or its subsidiaries. These restricted stock amounts vary from those set forth in the July 8-K, which were based on salaries prior to the salary adjustments reported herein.
(3)	Expressed in number of shares of Common Stock. The specified number of shares would be issued in August 2009 if the Company achieves ROE performance and TSR performance equal to the 62 nd percentile of NYSE companies for the three-year performance cycle from July 1, 2006 through June 30, 2009, and the other conditions to payment in the award agreements are met, including continued service to the Company or its subsidiaries over the performance cycle.
(4)	Expressed in number of shares of Common Stock. Options have a ten-year term and become exercisable ratably over three years of continued service to the Company or its subsidiaries, with an exercise price of $27.80, the market value of the Common Stock on July 3, 2006, the first trading day following the date of award.

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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 hereunto duly authorized.

	ElkCorp
DATE: September 15, 2006	/s/ Gregory J. Fisher
	Gregory J. Fisher
	Senior Vice President, Chief Financial Officer and Controller
	/s/ Leonard R. Harral
	Leonard R. Harral
	Vice President, Chief Accounting Officer and Treasurer

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