building a STRONGER foundation - Cemex

Set forth below are the names of the members of our current audit committee, corporate practices committee and finance
committee. The terms of the members of the committees are indefinite. José Manuel Rincón Gallardo qualifies as an “audit committee
financial expert” for purposes of the Sarbanes Oxley Act of 2002. See “Item 16A — Audit Committee Financial Expert.”
Audit Committee:
Roberto Zambrano Villarreal,
President
See “— Board of Directors.”
José Manuel Rincón Gallardo See “— Board of Directors.”
Alfonso Romo Garza See “— Board of Directors.”
Rafael Rangel Sostmann See “— Board of Directors.”
Corporate Practices Committee:
Dionisio Garza Medina,
President
See “— Board of Directors.”
Bernardo Quintana Isaac See “— Board of Directors.”
José Antonio Fernández Carbajal See “— Board of Directors.”
Rafael Rangel Sostmann See “— Board of Directors.”
Finance Committee:
Rogelio Zambrano Lozano,
President
See “— Board of Directors.”
Rodolfo García Muriel See “— Board of Directors.”
Alfonso Romo Garza See “— Board of Directors.”
Tomás Milmo Santos See “— Board of Directors.”
Compensation of Our Directors and Members of Our Senior Management
For the year ended December 31, 2010, the aggregate amount of compensation we paid, or our subsidiaries paid, to all members
of our board of directors, alternate members of our board of directors and senior managers, as a group, was approximately U.S.$11.2
million. Approximately U.S.$8.8 million of this amount was paid as base compensation and approximately U.S.$2.4 million
corresponding to the compensation expense of 2.4 million CPOs issued during 2010 pursuant to the Restricted Stock Incentive Plan,
or RSIP, described below under “— Restricted Stock Incentive Plan (RSIP).” In addition, for the year ended December 31, 2010, we
set aside or accrued approximately U.S.$0.5 million to provide pension, retirement or similar benefits for all members of our board of
directors, alternate members of our board of directors and senior managers, as a group.
In addition, our key executives, including our senior management, participate in a bonus plan that distributes a bonus pool based
on our operating performance. This bonus is calculated and paid annually, a portion in cash and another portion in restricted CPOs
under a RSIP, according to responsibility level. During 2010, no performance bonuses were paid to our senior managers.
Employee Stock Option Plan (ESOP)
In 1995, we adopted an employee stock option plan, or ESOP, under which we were authorized to grant members of our board
of directors, members of our senior management and other eligible employees options to acquire our CPOs. Our obligations under the
plan are covered by shares held in a trust created for such purpose (initially 216,300,000 shares). As of December 31, 2010, options to
acquire 2,760,842 CPOs remained outstanding under the original ESOP, with a weighted average exercise price of approximately
Ps5.85 per CPO, and a weighted average remaining tenure of approximately 0.5 years. Exercise prices and the number of underlying
CPOs are technically adjusted for the dilutive effect of stock dividends and recapitalization of retained earnings.
CEMEX, Inc. ESOP
As a result of the acquisition of CEMEX, Inc. (formerly Southdown, Inc.) in November 2000, we established a stock option
program for CEMEX, Inc.’s executives for the purchase of our ADSs. The options granted under the program have a fixed exercise
price in Dollars equivalent to the average market price of one ADS during a six month period before the grant date and have a 10-year
term. Twenty-five percent of the options vested annually during the first four years after their grant date. The options are covered
using shares currently owned by our subsidiaries, thus potentially increasing stockholders’ equity and the number of shares
outstanding. As of December 31, 2010, considering the options granted since 2001, and the exercise of options that has occurred
through that date, options to acquire 1,429,236 ADSs remained outstanding under this program. These options have a weighted
average exercise price of approximately U.S.$1.36 per CPO, or U.S.$13.60 per ADS as each ADS currently represents 10 CPOs.
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