exv4w10






Exhibit 4.10




U.S. CONCRETE, INC.




RESTRICTED STOCK 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                           (“Grantee”), an employee
of the Company or one of its Subsidiaries. For value received, the Company hereby grants to
Grantee, pursuant to the provisions of the U.S. Concrete, Inc. 2008 Incentive Plan (the “Plan”), a
restricted stock award (this “Award”) of shares (the “Awarded Shares”) of its common stock, par
value $0.001 per share (“Common Stock”), effective as of                     , 20      (the “Grant Date”), but
only on and subject to the terms and conditions set forth herein and in the Plan. Unless otherwise
defined in this Award, capitalized terms used in this Award shall have the meanings assigned to
them in the Plan.




TERMS AND CONDITIONS OF AWARD




     1. EFFECT OF THE PLAN. The Awarded Shares granted to Grantee are subject to all the
provisions of the Plan and of this Award, together with all rules and determinations from time to
time issued by the Committee and by the Board pursuant to the Plan. The Company hereby reserves
the right to amend, modify, restate, supplement or terminate the Plan without the consent of
Grantee, so long as such amendment, modification, restatement or supplement shall not materially
reduce the rights and benefits available to Grantee hereunder, and this Award shall be subject,
without further action by the Company or Grantee, to such amendment, modification, restatement or
supplement.



     2. GRANT. This Award shall evidence Grantee’s ownership of the Awarded Shares, and Grantee
acknowledges that he or she will not receive Awarded Shares unless and until the Awarded Shares
vest as provided in this Award and all tax withholding obligations applicable to the Vested Awarded
Shares (as defined below) have been satisfied. The Company’s transfer agent will hold the Awarded
Shares in custody for Grantee in a book entry account until the Awarded Shares have vested in
accordance with Section 3 of this Award. Upon vesting of the Awarded Shares, the Company shall,
unless otherwise paid by Grantee as described in Section 5.1 of this Award, withhold that number of
Vested Awarded Shares necessary to satisfy any applicable tax withholding obligation of Grantee in
accordance with the provisions of Section 5.1 of this Award, and thereafter instruct its transfer
agent to deliver to Grantee all remaining Vested Awarded Shares into an account for Grantee or, at
the Company’s discretion, in the form of a stock certificate. This Award constitutes an Employee
Award under, and this Agreement will be deemed for all purposes to constitute an Award Agreement
entered into pursuant to, the Plan, which hereby is incorporated in this Agreement by this
reference. Grantee agrees that the Awarded Shares shall be subject to all the terms and conditions
set forth in this Award and the Plan, including, but not limited to, the forfeiture conditions set
forth in Section 3.2 of this Award, the restrictions on transfer set forth in Section 3.3 of this
Award and the satisfaction of the Required Withholding as set forth in Section 5 of this Award.



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     3. AWARDED SHARES.



          3.1 VESTING SCHEDULE; SERVICE REQUIREMENT. Except as provided otherwise in any written
agreement between Grantee and the Company or in Section 3.2 of this Award, the Awarded Shares shall
vest if Grantee’s Employment (as defined below) is not terminated during the period commencing with
the Grant Date and ending with the applicable date that such portion of the Awarded Shares vests
(each, a “Vesting Date”). Awarded Shares that have vested pursuant to this Award are referred to
herein as “Vested Awarded Shares,” and Awarded Shares that have not yet vested pursuant to this
Award are referred to herein as “Unvested Awarded Shares.” If Grantee’s Employment does not
terminate prior to an applicable Vesting Date, twenty-five percent (25%) of the Awarded Shares will
vest on                     , 20     ; an additional twenty-five percent (25%) of the Awarded Shares will vest
on                     , 20     ; an additional twenty-five percent (25%) of the Awarded Shares will vest on
                    , 20     ; and the remaining twenty-five percent (25%) of the Awarded Shares will vest on
                    , 20     . As used herein, “Employment” means the salaried employment of Grantee by the
Company or one of its Subsidiaries; the transfer of Grantee’s salaried employment from the Company
to one of its Subsidiaries or from one Subsidiary of the Company to the Company or another of its
Subsidiaries will not constitute a termination of Grantee’s Employment for purposes of this Section
3.



If an installment of the vesting would result in a fractional Vested Awarded Share, that
installment will be rounded to the next higher or lower Awarded Share, as determined by the
Company, except for the final installment, which will be for the balance of the Awarded Shares.




          3.2 CONDITIONS OF FORFEITURE. Except as provided otherwise in any written agreement between
Grantee and the Company, if Grantee’s Employment is terminated for any or no reason (other than due
to Grantee’s death), including but not limited to Grantee’s voluntary resignation or termination by
the Company with or without cause, all Unvested Awarded Shares shall, without further action of any
kind by the Company or Grantee, be forfeited. If Grantee’s Employment is terminated due to
Grantee’s death, all Unvested Awarded Shares shall automatically vest as of the date of Grantee’s
death.




          Unvested Awarded Shares that are forfeited shall be deemed to be immediately transferred to
the Company without any payment by the Company or action by Grantee, and the Company shall have the
full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares
and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited
Unvested Awarded Shares. Following such forfeiture, Grantee shall have no further rights with
respect to such forfeited Unvested Awarded Shares. By acceptance of this Award, Grantee
irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are
forfeited to the Company and agrees to execute any documents requested by the Company in connection
with such forfeiture and transfer. The provisions of this Award regarding transfers of Unvested
Awarded Shares that are forfeited shall be specifically performable by the Company in a court of
equity or law.




          3.3 NON-TRANSFERABILITY. This Award may not be transferred, assigned, pledged or otherwise
encumbered by Grantee in any manner whatsoever, except that this Award may be transferred by will
or by the laws of descent and distribution or pursuant to a



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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.
References to Grantee, to the extent relevant in the context, shall include references to
authorized transferees. Except as otherwise determined by the Committee, Grantee shall not sell,
transfer, assign, pledge or otherwise encumber or dispose of, by operation of law or otherwise, any
Unvested Awarded Shares (each, a “transfer”). Any such transfer by Grantee in violation of this
Section 3.3 shall be void and of no force or effect, and shall result in the immediate forfeiture
of all Unvested Awarded Shares.



     4. DIVIDEND AND VOTING RIGHTS. Subject to the restrictions contained in this Award, Grantee
shall have the rights of a stockholder with respect to the Awarded Shares, including the right to
vote all such Awarded Shares, including Unvested Awarded Shares, and to receive all dividends, cash
or stock, paid or delivered thereon, from and after the date hereof. In the event of forfeiture of
Unvested Awarded Shares, Grantee shall have no further rights with respect to such Unvested Awarded
Shares. However, the forfeiture of the Unvested Awarded Shares pursuant to Section 3.2 hereof
shall not create any obligation to repay cash dividends received as to such Unvested Awarded
Shares, nor shall such forfeiture invalidate any votes given by Grantee with respect to such
Unvested Awarded Shares prior to forfeiture.



     5. TAX MATTERS.



          5.1 The Company’s obligation to deliver Awarded Shares to Grantee on the vesting of such
shares shall be subject to the satisfaction of all applicable federal, state and local income and
employment tax withholding requirements (“Required Withholding”). If the Company has not received
from Grantee a certified check or money order for the full amount of the Required Withholding by
5:00 P.M. Central Daylight Time on the date Awarded Shares become Vested Awarded Shares, the
Company shall withhold from the Vested Awarded Shares that otherwise would have been delivered to
Grantee a number of Vested Awarded Shares necessary to satisfy Grantee’s Required Withholding
obligations, and deliver the remaining Vested Awarded Shares to Grantee. The number of Vested
Awarded Shares to be withheld by the Company, if applicable, to satisfy Grantee’s Required
Withholding obligations shall be based on the Fair Market Value of the Vested Awarded Shares on the
last business day prior to the applicable Vesting Date. The obligations of the Company under this
Award will be conditioned on such satisfaction of the Required Withholding.



          5.2 Grantee acknowledges that the tax consequences associated with this Award are complex and
that the Company has urged Grantee to review with Grantee’s own tax advisors the federal, state and
local tax consequences of this Award. Grantee is relying solely on such advisors and not on any
statements or representations of the Company or any of its agents. Grantee understands that
Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise
as a result of this Award.



          5.3 Grantee understands further that Section 83 of the Internal Revenue Code of 1986, as
amended (the “Code”), taxes as ordinary income the fair market value of the Awarded Shares as of
the Vesting Date. Grantee also understands that, provided that Grantee is a U.S. citizen, he or
she may elect to be taxed at Grant Date rather than at the time the Awarded Shares vest by filing
an election under Section 83(b) of the Code with the Internal Revenue



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Service and by providing a copy of the election to the Company. GRANTEE ACKNOWLEDGES THAT HE
OR SHE HAS BEEN INFORMED OF THE AVAILABILITY OF MAKING AN ELECTION IN ACCORDANCE WITH SECTION 83(b)
OF THE CODE; THAT SUCH ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE (AND A COPY OF THE
ELECTION GIVEN TO THE COMPANY) WITHIN 30 DAYS OF THE GRANT OF AWARDED SHARES TO GRANTEE; AND THAT
GRANTEE IS SOLELY RESPONSIBLE FOR MAKING SUCH ELECTION.



     6. GOVERNING LAW. This Award shall be construed, interpreted and enforced in accordance with
the laws of the State of Texas without regard to any applicable conflicts of laws provisions that
would result in the application of the laws of any other jurisdiction.



     7. PROVISIONS OF THE PLAN. This Award is subject to the provisions of the Plan, a copy of
which is available from the Company.



     8. NO RIGHT TO EMPLOYMENT OR OTHER STATUS. This Award shall not be construed as giving
Grantee the right to continued employment or any other relationship with the Company. The Company
expressly reserves the right at any time to dismiss or otherwise terminate its relationship with
Grantee, free from any liability or claim under this Award or the Plan, except as expressly
provided in this Award.



     9. NATURE OF PAYMENTS. Any and all grants or deliveries of Awarded Shares hereunder shall
constitute special incentive payments to Grantee and shall not be taken into account in computing
the amount of salary or compensation of Grantee for the purpose of determining any retirement,
death or other benefits under (a) any retirement, bonus, life insurance or other employee benefit
plan of the Company or (b) any agreement between the Company and Grantee, except as such plan or
agreement shall otherwise expressly provide.



     10. CONFIDENTIALITY. In consideration for the grant of the Award, Grantee agrees that he or
she will not at any time, either while employed by the Company or any of its Subsidiaries, or at
any time thereafter, make any independent use of, or disclose to any other person (except as
authorized by the Company) any confidential, nonpublic and/or proprietary information of the
Company and its Subsidiaries, including, without limitation, information derived from reports, work
in progress, codes, marketing and sales programs, customer lists, records of customer service
requirements, cost summaries, pricing formulae, methods of doing business, ideas, materials or
information prepared or performed for, by or on behalf of the Company or any of its Subsidiaries.
This Section 10 shall survive termination of this Award.



     11. BINDING EFFECT. This Award shall be binding upon and inure to the benefit of the Company
and Grantee and their respective heirs, executors, administrators, legal representatives,
successors and assigns, subject to the restrictions on transfer set forth in Section 3 of this
Award.



     12. SEVERABILITY. The invalidity or unenforceability of any provision of this Award shall not
affect the validity or enforceability of any other provision of this Award, and each other
provision of this Award shall be severable and enforceable to the extent permitted by applicable
law.



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     13. AMENDMENT; WAIVER; MISCELLANEOUS. This Award may be amended or modified only by means of
a written document or documents signed by the Company and Grantee. Any provision for the benefit
of the Company contained in this Award may be waived, either generally or in any particular
instance, by the Board or by the Committee. A waiver on one occasion shall not be deemed to be a
waiver of the same or any other breach on a future occasion.



     14. ENTIRE AGREEMENT. This Award and the Plan embody the entire agreement of the parties
hereto with respect to the Awarded Shares and all other matters contained herein.



          IN WITNESS WHEREOF, this Award has been executed as of the Grant Date.




	 	 	 	 	 
	 	U.S. CONCRETE, INC.

 	 
	 	 	 
	 	By:  	Michael W. Harlan 	 
	 	 	President and Chief Executive Officer 	 
	 



Acceptance




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





	 	 	 	 	 
	 	 	
 	 
	 	 	(Grantee)  	 	 
	 
	 	 	Social Security No.: 	 	 






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