exv4w8






Exhibit 4.8




U.S. CONCRETE, INC.

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT




          This Award Agreement (this “Agreement”) is made as of                     , 20      by and between U.S.
Concrete, Inc., a Delaware corporation (the “Company”), and
                    
      (the “Optionee”), a
Nonemployee Director (as defined in the U.S. Concrete, Inc. 2008 Incentive Plan (the “Incentive
Plan”)) of the Company. For value received, the Company hereby grants to the Optionee a
nonqualified stock option (the “Option”) to purchase from the Company up to                      shares of
the Common Stock, par value $.001 per share, of the Company (the “Common Stock”) at a price per
share equal to $           (the “Exercise Price”), subject to the following terms and conditions:




     1. Grant Date. The Option is granted as of                     , 20      (the “Grant Date”).



     2. Exercise Period. Subject to the terms and conditions of this Agreement, the Option will become
fully exercisable as to all of the shares subject thereto on the date which is 180 days after the
Grant Date; provided, however, that the Option will expire on the date that is the fifth
anniversary of the Grant Date (the “Expiration Date”) and must be exercised, if at all, on or
before the Expiration Date.



     3. Restrictions on Exercise. The Option may not be exercised unless the Company is satisfied, on the
basis of advice of its counsel, that the exercise will comply with the Securities Act of 1933, as
amended, and all other applicable federal and state securities laws, as they are in effect on the
date of exercise.



     4. Termination of Option. If the Optionee’s status as a Nonemployee Director terminates, the Optionee
may exercise the Option during the 180-day period beginning the day after the effective date of
termination of that status, provided that (a) if the Optionee resigns as a Director (as defined in
the Incentive Plan) without the consent of a majority of the other Directors, then effective
immediately upon such resignation the Optionee will forfeit the Option if it is not then
exercisable and (b) the Option will not be exercisable in any event on or after the Expiration
Date.



     5. Manner of Exercise.




     (a) The Optionee may exercise the Option by delivering to the Company a written notice
(an “Exercise Notice”) in such form as the Committee approves, which sets forth the
Optionee’s election to exercise the Option, the number of shares the Optionee is purchasing
and such other representations and agreements as to the Optionee’s investment intent and
access to information as the Company may require to comply with applicable securities laws.




     (b) The Optionee must include with any Exercise Notice he or she delivers the full
payment of the total Exercise Price respecting the shares of Common Stock he or she is
purchasing pursuant to that Exercise Notice in cash or, if the Incentive Plan so permits and
the Optionee so elects, shares of Common Stock or a combination of cash and shares of Common
Stock, provided, that: (i) shares of Common Stock tendered in payment of the Exercise Price
will be valued at Fair Market Value (as the Incentive Plan defines that



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 term) on the date
the Exercise Notice is delivered; (ii) the Committee will determine the method for tendering
 shares of Common Stock in payment of the Exercise Price; and (iii) the Optionee may tender
in payment of the Exercise Price shares of Common Stock that are or were the subject of a
compensatory award (whether under the Incentive Plan or otherwise) only if the Optionee has
owned those shares for at least six months.




     (c) Subject to the foregoing provisions of this Section 5, if the Exercise Notice and
accompanying payment are in form and substance satisfactory to counsel for the Company, the
Company will issue the purchased shares registered in the name of the Optionee or the
Optionee’s legal representative.



     6. Compliance With Laws and Regulations. The issuance and transfer of the shares of Common Stock
subject to the Option will be subject to compliance by the Company and the Optionee with all
applicable requirements of federal and state laws and with all applicable requirements of any stock
exchange on which the Common Stock may be listed at the time of that issuance or transfer.



     7. Effect of the Incentive Plan. The Option constitutes a Director Award in the form of a
Nonqualified Option under, and this Agreement will be deemed for all purposes to constitute an
Award Agreement entered into pursuant to, the Incentive Plan, which hereby is incorporated in this
Agreement by this reference, including the provisions thereof relating to the adjustment of the
Exercise Price and other terms of the Option.



     8. Nontransferability of Option. The Option may not be transferred in any manner other than by will
or by the laws of descent and distribution or pursuant to a domestic relations order as defined in
the Internal Revenue Code of 1986, as amended, or Title I of the Employee Income Retirement
Security Act of 1974, as amended, or the rules thereunder. The terms of the Option will be binding
on the executors, administrators, successors and assigns of the Optionee.



	 	 	 	 	 
	 	U.S. CONCRETE, INC.

 	 
	 	By:  	 	 
	 	 	Michael W. Harlan 	 
	 	 	President and Chief Executive Officer 	 
	 



Acceptance





          The Optionee hereby acknowledges receipt of a copy of the Incentive Plan, represents that the
Optionee has read and understands the terms and provisions of the Incentive Plan and this
Agreement, and accepts the Option, as of the date first written above, subject to all the terms and
provisions of the Incentive Plan and this Agreement.



	 	 	 	 	 
	 	
 
	 	[Optionee] 	 






	 	 	 	 	 
	 	Social Security No.: 	 
	 




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