Exhibit
        10.3

      


      EXECUTIVE
        SEVERANCE AGREEMENT

      


      This
        Executive Severance Agreement (“Agreement”), including the attached Exhibit “A,”
which is incorporated herein by reference and made an integral part of this
        Agreement, is entered into between U.S. Concrete, Inc., a Delaware corporation
        (the “Company”), and Thomas J. Albanese (“Executive”).
        This Agreement is effective as of July 31, 2007 (the “Effective Date”). The
        Company and Executive agree as follows:

       

      1.   Termination

       

      1.1 Termination
        By the Company.
        The
        Company may terminate Executive’s employment for any of the following
        reasons:

       

      a. Termination
        for Cause.
        For
“Cause” upon the determination by a majority of the Company’s Board of Directors
        that “Cause” exists to terminate Executive’s employment. “Cause” means (i)
        Executive’s gross negligence, willful misconduct, or willful neglect in the
        performance of the material duties and services of Executive to the Company
        in
        his current Position (as set forth on Exhibit “A” or any Position to which
        Executive has been promoted (provided Executive has accepted such promotion);
        (ii) Executive’s final conviction of a felony by a trial court, or Executive’s
        entry of a plea of nolo
        contendere
        to a
        felony charge; (iii) any criminal indictment of Executive relating to an
        event
        or occurrence for which Executive was directly responsible which, in the
        business judgment of a majority of the Company’s Board of Directors, exposes the
        Company to ridicule, shame or business or financial risk; or (iv) a material
        breach by Executive of any material provision of this Agreement. If the Company
        terminates Executive’s employment for Cause, Executive shall be entitled only to
        Executive’s (a) pro rata Monthly Base Salary (as defined in Exhibit “A”) through
        the date of such termination, and (b) unused vacation days earned the year
        prior
        to the year in which Executive’s termination for Cause occurs, plus pro rata
        vacation days earned for the year in which Executive’s termination for Cause
        occurs. All future compensation and benefits, other than benefits to which
        Executive is entitled under the terms of the Company’s compensation and/or
        benefit plans, shall cease as of the date of such termination. In the case
        of a
        termination for Cause under subpart (i) above, (a) all stock options previously
        granted by the Company to Executive that are vested on the date of termination
        for Cause shall, notwithstanding any contrary provision of any applicable
        plan
        or agreement covering any such stock option awards, remain outstanding and
        continue to be exercisable for a period of 90 days following the date of
        termination for Cause (or, if earlier, the expiration of their term), (b)
        all
        stock options previously granted by the Company to Executive that are not
        vested
        on the date of termination for Cause shall terminate immediately and (c)
        all
        restricted stock, restricted stock units and other awards that have not vested
        prior to the date of termination for Cause shall be cancelled to the extent
        not
        then vested. In the case of a termination for Cause under subparts (ii),
        (iii)
        or (iv) above, (y) all stock options previously granted by the Company to
        Executive (whether or not vested) shall terminate immediately and (z) all
        restricted stock, restricted stock units and other awards that have not vested
        prior to the date of termination for Cause shall be cancelled to the extent
        not
        then vested.

       

      b. Involuntary
        Termination.
        Without
        Cause at the Company’s option at any time, with or without notice and for any
        reason whatsoever, other than death, disability or for Cause, in the sole
        discretion of the Company (“Involuntary Termination”). Upon an Involuntary
        Termination, Executive shall receive all of the following severance benefits
        (provided, however, that, in the event of an Involuntary Termination in
        circumstances in which the provisions of Section 1.3 would be applicable,
        the
        provisions of Section 1.3 will instead apply): 

       

      (i) a
        lump-sum payment in cash (in accordance with Section 4.10) equal to the Monthly
        Base Salary in effect on the date of Involuntary Termination multiplied by
        12,
        together with a prorated amount of Monthly Base Salary for any partial month
        in
        which such termination occurs;

       

      (ii) a
        lump-sum payment in cash (in accordance with Section 4.10) equal to the amount
        of Executive’s (a) target bonus for the bonus year in which Executive’s
        Involuntary Termination occurs, prorated based on the number of days in the
        bonus year that have elapsed prior to the Involuntary Termination, and (b)
        unused vacation days earned the year prior to the year in which Executive’s
        Involuntary Termination occurs, plus pro rata vacation days earned in the
        year
        in which Executive’s Involuntary Termination occurs;

       

      
        
           

        

        
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      (iii) provided
        that Executive is eligible for and timely elects to receive group medical
        continuation coverage under COBRA, the Company will pay 100% of applicable
        medical continuation premiums for the benefit of Executive (and his covered
        dependents as of the date of his termination, if any) under Executive’s
        then-current plan election for 18 months after termination, with such coverage
        to be provided under the closest comparable plan as offered by the Company
        from
        time to time; and

       

      (iv) all
        stock
        options, restricted stock awards, restricted stock units and similar awards
        granted to Executive by the Company prior to the date of Involuntary Termination
        shall, notwithstanding any contrary provision of any applicable plan or
        agreement covering any such stock options, restricted stock awards, restricted
        stock units or similar awards, fully vest and become exercisable in full
        on the
        date of Involuntary Termination and shall remain outstanding and in effect
        in
        accordance with their respective terms, and any restrictions, forfeiture
        conditions or other conditions or criteria applicable to any such awards
        shall
        lapse on the date of Involuntary Termination. Executive may exercise any
        such
        stock options or other exercisable awards at any time before the expiration
        of
        their term.

       

      c. Death/Disability.
        Upon
        Executive’s (i) death, or (ii) becoming unable to engage in any substantial
        gainful activity by reason of any medically determinable physical or mental
        impairment that can be expected to result in death or can be expected to
        last
        for a continuous period of not less than 12 months, or (iii) termination
        of
        employment as a result of becoming permanently and totally unable to perform
        Executive’s duties hereunder as a result of any physical or mental impairment
        supported by a written opinion by a physician selected by the Company who
        is
        reasonably acceptable to Executive. Upon termination of employment due to
        such
        death or disability, Executive or Executive’s heirs shall be entitled to receive
        all severance benefits described in Section 1.1.b. as if Executive’s employment
        ended due to an Involuntary Termination by the Company as of the date of
        death,
        date of disability as described in (ii) above, or as of the date of termination
        due to permanent and total incapacity as described in (iii) above, except
        that
        with respect to severance benefits relating to stock options upon termination
        of
        employment due to death or disability, (a) all stock options previously granted
        by the Company to Executive that are vested on the date of termination shall,
        notwithstanding any contrary provision of any applicable plan or agreement
        covering any such stock option awards, remain outstanding and continue to
        be
        exercisable in accordance with their terms and (b) all stock options previously
        granted by the Company to Executive that are not vested on the date of
        termination shall terminate immediately. 

       

      1.2  Termination
        By Executive.
        Executive may terminate Executive’s employment for any of the following
        reasons:

       

      a. Termination
        for Good Cause.
        For
“Good Cause” upon determination by Executive that Good Cause exists to terminate
        Executive’s employment. “Good Cause” means, without Executive’s consent, (i) a
        diminution in Executive’s then current Monthly Base Salary, (ii) a material
        change in the location of Executive’s principal place of employment by the
        Company from the “Location” set out on Exhibit “A,” (iii) any material
        diminution in Executive’s Position from that set out on Exhibit “A” or any title
        or Position to which Executive has been promoted, (iv) any material diminution
        of Executive’s authority, duties, or responsibilities from those commensurate
        and consistent with the character, status and dignity appropriate to Executive’s
        Position or any title or Position to which Executive has been promoted
        (provided, however, that if at any time Executive ceases to have such duties
        and
        responsibilities as are commensurate and consistent with his Position that
        are
        associated with a publicly traded company because the Company ceases to have
        any
        securities registered under Section 12 of the Securities Exchange Act of
        1934,
        as amended, or ceases to be required to file reports under Section 15(d)
        of the
        Securities Exchange Act of 1934, as amended, then Executive’s authority, duties
        and responsibilities will not be deemed to have been materially diminished
        solely due to the cessation of such publicly-traded company duties and


       

      
        
           

        

        
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      responsibilities),
        or (v) any material breach by the Company of any material provision of this
        Agreement, any of which remain uncorrected for 30 days following Executive’s
        written notice to the Company of Good Cause. Executive must provide such
        written
        notice to the Company of Good Cause within 90 days of the existence of such
        condition. Upon Executive’s termination for Good Cause, Executive shall receive
        all of the following severance benefits (provided, however, that, in the
        event
        of a termination for Good Cause in circumstances in which the provisions
        of
        Section 1.3 would be applicable, the provisions of Section 1.3 will instead
        apply):

       

      (i) a
        lump-sum payment in cash (in accordance with Section 4.10) equal to the Monthly
        Base Salary in effect on the date of termination for Good Cause multiplied
        by
        12, together with a prorated amount of Monthly Base Salary for any partial
        month
        in which such termination occurs;

       

      (ii) a
        lump-sum payment in cash (in accordance with Section 4.10) equal to the amount
        of Executive’s (a) target bonus for such bonus year, prorated based on the
        number of days in the bonus year that have elapsed prior to the termination
        for
        Good Cause; and (b) unused vacation days earned the year prior to the year
        in
        which Executive’s termination for Good Cause occurs, plus pro rata vacation days
        earned in the year in which Executive’s termination for Good Cause
        occurs;

       

      (iii) provided
        that Executive is eligible for and timely elects to receive group medical
        continuation coverage under COBRA, the Company will pay 100% of applicable
        medical continuation premiums for the benefit of Executive (and his covered
        dependents as of the date of his termination, if any) under Executive’s
        then-current plan election for 18 months after termination, with such coverage
        to be provided under the closest comparable plan as offered by the Company
        from
        time to time; and

       

      (iv) all
        stock
        options, restricted stock awards, restricted stock units and similar awards
        granted to Executive by the Company prior to the date of termination for
        Good
        Cause shall, notwithstanding any contrary provision of any applicable plan
        or
        agreement covering any such stock options, restricted stock awards, restricted
        stock units or similar awards, fully vest and become exercisable in full
        on the
        date of termination for Good Cause and shall remain outstanding and in effect
        in
        accordance with their respective terms, and any restrictions, forfeiture
        conditions or other conditions or criteria applicable to any such awards
        shall
        lapse on the date of termination for Good Cause. Executive may exercise any
        such
        stock options or other exercisable awards at any time before the expiration
        of
        their term.

       

      b. Voluntary
        Termination.
        For any
        other reason whatsoever, in Executive’s sole discretion. Upon such voluntary
        termination by Executive for any reason other than Good Cause (a “Voluntary
        Termination”), all of Executive’s future compensation and benefits, other than
        benefits to which Executive is entitled under the terms of the Company’s
        compensation and/or benefit plans, shall cease as of the date of Voluntary
        Termination, and Executive shall be entitled only to (a) pro rata Monthly
        Base
        Salary through such date of Voluntary Termination; and (b) unused vacation
        days
        earned the year prior to the year in which Executive’s Voluntary Termination
        occurs, plus pro rata vacation days earned for the year in which Executive’s
        Voluntary Termination occurs. In the case of a Voluntary Termination, (i)
        all
        stock options previously granted by the Company to Executive that are vested
        on
        the date of Voluntary Termination will remain outstanding and continue to
        be
        exercisable by Executive until 90 days after the date of Voluntary Termination
        (or, if earlier, the expiration of their term), and (ii) all restricted stock,
        restricted stock units or other awards that have not vested prior to the
        date of
        Voluntary Termination shall be cancelled to the extent not then
        vested.

       

      
        
           

        

        
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      1.3 Termination
        Following Change In Control.
        In the
        event a Change in Control (as defined herein) occurs and within one year
        after
        the date of the Change in Control either (a) Executive terminates his employment
        for Good Cause or (b) the Company or any successor (whether direct or indirect
        and whether by purchase, merger, consolidation, share exchange or otherwise)
        to
        substantially all of the business, properties and/or assets of the Company
        makes
        an Involuntary Termination of Executive’s employment, then in either case the
        Company or its successor
        shall be required to provide Executive, and Executive shall receive, all
        of the
        following Change in Control benefits:

       

      (i) a
        lump-sum payment in cash (payable on the termination date) equal to the sum
        of
        (a) Executive’s Monthly Base Salary in effect on the termination date multiplied
        by 12, and (b) the amount of Executive’s full target bonus for such bonus year,
        and multiplying the sum of (a) and (b) by the Change in control multiplier
        described on Exhibit “A”;

       

      (ii) a
        lump-sum payment in cash (payable on the termination date) equal to the unused
        vacation days earned the year prior to the year in which Executive’s employment
        is terminated, plus pro rata vacation days earned in the year in which
        Executive’s employment is terminated; 

      


      (iii) provided
        that Executive is eligible for and timely elects to receive group medical
        continuation coverage under COBRA, the Company will pay 100% of applicable
        medical continuation premiums for the benefit of Executive (and his covered
        dependents as of the date of his termination, if any) under Executive’s
        then-current plan election for 18 months after termination, with such coverage
        to be provided under the closest comparable plan as offered by the Company
        from
        time to time; and

       

      (iv) all
        stock
        options, restricted stock awards, restricted stock units and similar awards
        granted to Executive by the Company prior to the termination date shall vest
        in
        accordance with Section 3.2.

       

      1.4 Offset.
        In all
        cases, the compensation and benefits payable to Executive under this Agreement
        upon termination of Executive’s employment shall be offset by any undisputed
        amounts that Executive then owes to the Company.

       

      1.5 One
        Recovery.
        In the
        event of termination of Executive’s employment, Executive shall be entitled, if
        at all, to only one set of severance benefits or Change in Control benefits,
        as
        applicable, provided in this Agreement. 

       

      1.6 Certain
        Obligations Continue.
        Upon
        termination of Executive’s employment, all rights and obligations of Executive
        and the Company or its successor under this Agreement shall cease as of the
        effective date of termination except that (i) Executive’s obligations under
        Article 2 and Sections 4.1 and 4.4 of this Agreement and the Company’s or its
        successor’s obligations under Article 3 and Sections 1.1, 1.2, 1.3, 2.6, 4.1 and
        4.4 and the Company’s or its successor’s obligations to provide any severance
        benefits or Change in Control benefits to Executive shall survive such
        termination in accordance with their terms, and (ii) Executive shall be entitled
        to receive all compensation (including bonus) earned and benefits and
        reimbursements due through the effective date of termination as provided
        herein.

       

      1.7 Notice
        of Termination.
        Any
        termination of Executive’s employment shall be communicated by Notice of
        Termination to the non-terminating party, given in accordance with this
        Agreement. For purposes of this Agreement, “Notice of Termination” means a
        written notice which (i) indicates the specific termination provision in
        this
        Agreement relied upon, (ii) sets forth in reasonable detail the facts and
        circumstances claimed to provide a basis for termination of Executive’s
        employment under the provision so indicated, and (iii) specifies the termination
        date, if such date is other than the date of receipt of such
        notice.

       

      
        
          2.           
            Confidential
            Information; Post-Employment Obligations

        

      

       

      2.1  Company
        Property.
        All
        written materials, records, data, and other documents prepared by Executive
        during Executive’s employment by the Company are Company property. All
        information, ideas, concepts, improvements, discoveries, and inventions that
        are
        conceived, made, developed, or acquired by Executive individually or in
        conjunction with others during Executive’s employment (whether during business
        hours and whether on the Company’s premises or otherwise) which relate to the
        Company’s business, products, or services are the Company’s sole and exclusive
        property. All memoranda, notes, records, files, correspondence, drawings,
        manuals, models, specifications, computer programs, maps, and all other
        documents, data, or materials of any type embodying such information, ideas,
        concepts, improvements, discoveries, and inventions are the Company’s property.
        At the termination of Executive’s employment with the Company for any reason,
        Executive shall return all of the Company’s documents, data, or other Company
        property, including all copies, to the Company. 

       

      
        
           

        

        
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      2.2  Confidential
        Information; Non-Disclosure.
        Executive acknowledges that the business of the Company and its affiliated
        entities is highly competitive and that the Company will provide Executive
        with
        access to Confidential Information relating to the business of the Company
        and
        its affiliated entities. “Confidential Information” means and includes the
        Company’s and its affiliated entities’ confidential and/or proprietary
        information and/or trade secrets that have been developed or used and/or
        are
        reasonably planned to be developed and that cannot be obtained readily by
        third
        parties from outside sources. Confidential Information includes, by way of
        example and without limitation, the following: information regarding customers,
        employees, contractors, and the industry not generally known to the public;
        strategies, methods, books, records, and documents; technical information
        concerning products, equipment, services, and processes, particularly mixing
        techniques, mix designs or chemical analyses of concrete products; procurement
        procedures and pricing techniques; the names of and other information concerning
        customers, investors, and business affiliates (such as contact name, service
        provided, pricing for that customer, type and amount of services used, credit
        and financial data, and/or other information relating to the Company’s
        relationship with that customer); pricing strategies and price curves;
        positions; plans and strategies for expansion or acquisitions; budgets; customer
        lists; research; financial and sales data; trading methodologies and terms;
        evaluations, opinions, and interpretations of information and data; marketing
        and merchandising techniques; prospective customers’ names and marks; grids and
        maps; electronic databases; models; specifications; computer programs; internal
        business records; contracts benefiting or obligating the Company or its
        affiliated entities; bids or proposals submitted to any third party;
        technologies and methods; training methods and training processes;
        organizational structure; personnel information, including salaries of
        personnel; payment amounts or rates paid to consultants or other service
        providers; and other such confidential or proprietary information. Executive
        acknowledges that this Confidential Information constitutes a valuable, special,
        and unique asset used by the Company and its affiliated entities in its
        businesses to obtain a competitive advantage over its competitors. Executive
        further acknowledges that protection of such Confidential Information against
        unauthorized disclosure and use is of critical importance to the Company
        in
        maintaining its competitive position. Executive also will have access to,
        or
        knowledge of, Confidential Information of third parties, such as actual and
        potential customers, suppliers, partners, joint venturers, investors, financing
        sources and the like, of the Company. The Company also agrees to provide
        Executive with access to Confidential Information and specialized training
        regarding the Company’s and its affiliated entities’ methodologies and business
        strategies, which will enable Executive to perform his job at the
        Company.

       

      Executive
        agrees that Executive will not, at any time during or after Executive’s
        employ-ment with the Company, make any unauthorized disclosure of any
        Confidential Information or specialized training of the Company, or make
        any use
        thereof, except in carrying out his employment responsibilities hereunder.
        Executive also agrees to preserve and protect the confidentiality of third
        party
        Confidential Information to the same extent, and on the same basis, as the
        Company’s Confidential Information. Nothing in this Section 2.2 is intended to
        prohibit Executive from complying with any court order, lawful subpoena or
        governmental request for information, provided that Executive notifies the
        Company promptly upon the receipt of any such order, subpoena or request
        and
        before the date of required compliance.

       

      2.3  Non-Competition
        Obligations.
        The
        Company agrees to and shall provide Executive with immediate access to
        Confidential Information. Ancillary to the rights and severance benefits
        provided to Executive, the Company’s provision of Confidential Information and
        specialized training to Executive, and Executive’s agreement not to disclose
        Confidential Information, and in order to protect the Confidential Information
        described above, the Company and Executive agree to the following
        non-competition provisions. Executive agrees that during Executive’s employment
        with the Company and for the “Period of Post-Employment Non-Competition
        Obligations” set forth in Exhibit “A,” Executive will not, directly or
        indirectly, for Executive or for others, in the “Geographic Region of
        Responsibility” described on Exhibit “A” (or, if Executive’s Geographic Region
        of Responsibility has changed, in any and all geographic regions in which
        Executive has devoted substantial attention at such location to the material
        business interest of the Company and its affiliated entities during the 12-month
        period immediately preceding Executive’s termination of employment), engage in,
        assist, or have any active interest or involvement, whether as an employee,
        agent, consultant, creditor, advisor, officer, director, stockholder (excluding
        holdings of 2% or less of the stock of a public company), partner, proprietor,
        or any type of principal whatsoever in any person, firm or business that
        generates more than 10% of its annual revenue from the sale of any
        concrete-related products and services that the Company or its affiliated
        entities offers, then has plans to offer, or has offered in the preceding
        12-month period, including, but not limited to, ready-mixed concrete, pre-cast
        concrete or related building materials or services such as proportioned mix
        design services, concrete mold engineering or design services, rebar, mesh,
        color additives, curing compounds, grouts, wooden forms, or similar products
        or
        services, whether at wholesale or retail (a “Competing Business”). Executive
        understands that the foregoing restrictions may limit Executive’s ability to
        engage in certain businesses in the geographic region and during the period
        provided for above, but acknowledges that these restrictions are necessary
        to
        protect the Confidential Information the Company has provided to
        Executive.

       

      
        
           

        

        
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      2.4  Non-Solicitation
        of Customers.
        During
        Executive’s employment with the Company and for the Period of Post-Employment
        Non-Competition Obligations, Executive will not call on, service, or solicit
        Competing Business from clients or customers of the Company or its affiliated
        entities whom that Executive, within the previous 24 months, (i) provided
        services to, worked with, solicited or had or made contact with, or (ii)
        had
        access to information and files concerning.

       

      2.5  Non-Solicitation
        of Employees.
        During
        Executive’s employment with the Company, and for the Period of Post-Employment
        Non-Competition Obligations, Executive will not, either directly or indirectly,
        call on, solicit, or induce any other employee or officer of the Company
        or its
        affiliated entities whom Executive had contact with, knowledge of, or
        association with in the course of employment with the Company to terminate
        his
        employment, and will not assist any other person or entity in such a
        solicitation.

       

      2.6  Early
        Resolution Conference/Arbitration.
        The
        parties are entering into this Agreement with the express understanding that
        this Agreement is clear and fully enforceable as written. If Executive ever
        decides to contend that any restriction on activities imposed by Article 3
        of this Agreement is no longer enforceable as written or does not apply to
        an
        activity in which Executive intends to engage, Executive first will notify
        the
        Company’s President and its Secretary in writing and meet with a Company
        representative at least 14 days before engaging in any activity that foreseeably
        could fall within the questioned restriction to discuss resolution of such
        claims (an “Early Resolution Conference”). Should the parties not be able to
        resolve disputes at the Early Resolution Conference, the parties agree to
        use
        confidential, binding arbitration to resolve the disputes. The arbitration
        shall
        be conducted in Houston, Texas, in accordance with the then-current employment
        arbitration rules of the American Arbitration Association, before an arbitrator
        licensed to practice law in Texas. The parties agree that the arbitrator,
        in the
        arbitrator’s discretion, may award a prevailing party, a reasonable attorney’s
        fee, including arbitration expenses and costs. Either party may seek a temporary
        restraining order, injunction, specific performance, or other equitable relief
        regarding the provisions of this Section if the other party fails to comply
        with
        obligations stated herein. The parties’ agreement to arbitrate applies only to
        the matters subject to an Early Resolution Conference. 

       

      2.7  Warranty
        and Indemnification.
        Executive warrants that Executive is not a party to any restrictive agreement
        limiting Executive’s activities in his employment by the Company. Executive
        further warrants that at the time of the signing of this Agreement, Executive
        knows of no written or oral contract or of any other impediment that would
        inhibit or prohibit employment with the Company, and that Executive will
        not
        knowingly use any trade secret, confidential information, or other intellectual
        property right of any other party in the performance of Executive’s duties
        hereunder. Executive shall hold the Company harmless from any and all suits
        and
        claims arising out of any breach of such restrictive agreement or
        contracts.

       

      2.8  Modification.
        Executive and the Company agree that if the scope or enforceability of a
        restrictive covenant described in this Article 2 is disputed, the arbitrator
        or
        court with competent jurisdiction may modify and enforce the covenant to
        the
        extent that it determines the covenant to be reasonable.

       

      
        
           

        

        
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      3.           
        Change
        in Control

       

      3.1 Definitions.

       

      a. For
        purposes of this Agreement, a “Change in Control” shall be deemed to have
        occurred on the earliest of any of the following dates:

       

      (i) the
        date
        the Company merges or consolidates with any other person or entity, and the
        voting securities of the Company outstanding immediately prior to such merger
        or
        consolidation do not continue to represent (either by remaining outstanding
        or
        by being converted into voting securities of the surviving entity) more than
        50%
        of the total voting power of the voting securities of the Company or such
        surviving entity outstanding immediately after such merger or
        consolidation;

       

      (ii) the
        date
        the Company sells all or substantially all of its assets to any other person
        or
        entity;

       

      (iii) the
        date
        the Company is dissolved;

       

      (iv) the
        date
        any person or entity together with its Affiliates (as defined herein) becomes,
        directly or indirectly, the Beneficial Owner (as defined herein) of voting
        securities representing more than 50% of the total voting power of all then
        outstanding voting securities of the Company; or

       

      (v) the
        date
        the individuals who constituted the non-employee members of the Company’s Board
        of Directors (“Incumbent Board”) as of the Effective Date cease for any reason
        to constitute at least a majority of the non-employee members of the Board,
        provided that for purposes of this clause (v) any person becoming a director
        of
        the Company whose election or nomination for election by the Company’s
        stockholders was approved by a vote of at least 80% of the directors comprising
        the Incumbent Board then still in office (or whose election or nomination
        was
        previously so approved) shall be, for purposes of this clause (v), considered
        as
        though such person were a member of the Incumbent Board;

       

      provided,
        however, that notwithstanding anything to the contrary contained in clauses
        (i) - (v), a Change in Control shall not be deemed to have occurred in
        connection with any bankruptcy or insolvency of the Company, or any transaction
        in connection therewith.

       

      b. As
        used
        in this Agreement, the following terms are defined as follows:

       

      (i) “Affiliate”
        shall mean, with respect to any person or entity, any person or entity that,
        directly or indirectly, Controls, is Controlled by, or is under common Control
        with such person or entity in question. For the purposes of the definition
        of
        Affiliate, “Control” (including, with correlative meaning, the terms “Controlled
        by” and “under common Control with”) as used with respect to any person or
        entity, shall mean the possession, directly or indirectly, of the power to
        direct or cause the direction of the management and policies of such person
        or
        entity whether through the ownership of voting securities or by contract
        or
        otherwise;

       

      (ii) “Beneficial
        Owner” has the meaning ascribed to it pursuant to Rule 13d-3 under the
        Securities Exchange Act of 1934; and

       

      (iii) “Parent”
        means a corporation, partnership, trust, limited liability company or other
        entity that is the ultimate Beneficial Owner of more than 50% of the Company’s
        or its successor’s outstanding voting securities.

       

      3.2 Vesting
        of Awards.
        All
        stock options, restricted stock awards, restricted stock units and similar
        awards granted to Executive by the Company prior to the date of a Change
        in
        Control shall, notwithstanding any contrary provision of any applicable plan
        or
        agreement covering any such stock options, restricted stock awards, restricted
        stock units or similar awards, fully vest and become exercisable in full
        immediately prior to such Change in Control and shall remain outstanding
        and in
        effect in accordance with their terms, and any restrictions, forfeiture
        conditions or other conditions or criteria applicable to any such awards
        shall
        lapse immediately prior to such Change in Control. Notwithstanding the
        foregoing, any such award that is subject to Section 409A of the Internal
        Revenue Code of 1986, as amended (the “Code”) shall only fully vest and become
        exercisable in full immediately upon a “change in ownership or effective
        control” as defined in Section 409A that also constitutes a Change in Control as
        defined in Section 3.1 above. Executive may exercise any such stock options
        or
        other exercisable awards at any time before the expiration of their
        term.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      After
        a
        Change in Control, if any option (the “Terminated Option”) relating to the
        Company’s capital stock does not remain outstanding, the successor to the
        Company or its then Parent shall either:

       

      (a) issue
        an
        option (the “Successor Option”), to purchase common stock of such successor or
        Parent in an amount such that if Executive exercised the Successor Option
        immediately after the Change in Control, he would be in the same economic
        position as if he had exercised the Terminated Option immediately before
        the
        Change in Control, with such substitution to be made in accordance with the
        requirements of Section 409A of the Code. The aggregate exercise price for
        all
        of the shares covered by such Successor Option shall equal the aggregate
        exercise price of the Terminated Option. The term of such Successor Option
        shall
        equal the remainder of the term of the Terminated Option (as if the Terminated
        Option had remained outstanding) and such Successor Option shall be fully
        vested
        and exercisable in full on the date of its grant; or 

       

      (b) pay
        the
        Executive a cash amount within 10 days after the consummation of the Change
        in
        Control, in an amount agreed to by the Company and the Executive. Such amount
        shall be at least equivalent on an after-tax basis to the net after-tax gain
        that the Executive would have realized if he had been issued a Successor
        Option
        under clause (a) above and had immediately exercised such Successor Option
        and
        sold the underlying stock, taking into account the different tax rates that
        apply to such cash amount and to such gain, and such amount shall also reflect
        other differences to the Executive between receiving a cash amount under
        this
        clause (b) and receiving a Successor Option under clause (a) above.

       

      3.3 Certain
        Additional Payments.
        Anything in this Agreement to the contrary notwithstanding, in the event
        it
        shall be determined that any payment or distribution by the Company or its
        successor to or for the benefit of Executive, whether paid or payable or
        distributed or distributable pursuant to the terms of this Agreement or
        otherwise (a “Payment”), would be subject to the excise tax imposed by Section
        4999 of the Code (such excise tax, together with any interest thereon, any
        penalties, additions to tax, or additional amounts with respect to such excise
        tax, and any interest in respect of such penalties, additions to tax or
        additional amounts, being collectively referred herein to as the “Excise Tax”),
        then Executive shall be entitled to receive and the Company or its successor
        shall make an additional payment (a “Gross-Up Payment”) in an amount such that
        after payment by Executive of all taxes (as defined herein) imposed upon
        the
        Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal
        to
        the Excise Tax imposed upon the Payment. The Gross-Up Payment shall be made
        to
        Executive as soon as practicable after written request for payment is submitted
        by Executive to the Company or its successor, but in no event later than
        the end
        of the calendar year next following the year in which Executive remits the
        related taxes. For purposes of this Section 3.3, the terms “tax” and “taxes”
mean any and all taxes of any kind whatsoever (including, but not limited
        to,
        any and all Excise Taxes, income taxes, and employment taxes), together with
        any
        interest thereon, any penalties, additions to tax, or additional amounts
        with
        respect to such taxes and any interest in respect of such penalties, additions
        to tax, or additional amounts. All determinations made under this Section
        3.3,
        including whether a Gross-Up Payment is required and the amount of such Gross-Up
        Payment and the assumptions to be utilized in arriving at such determination,
        shall be made by a registered public accounting firm designated by Executive
        and
        reasonably acceptable to the Company (the “Accounting Firm”). All fees and
        expenses of the Accounting Firm shall be borne solely by the Company or its
        successor. Notwithstanding anything to the contrary in this Section 3.3,
        if any
        tax authority determines that a greater Excise Tax should be imposed upon
        a
        Payment than is determined by the Accounting Firm pursuant to this Section
        3.3,
        Executive shall be entitled to receive the full Gross-Up Payment calculated
        on
        the basis of the amount of Excise Tax determined to be payable by such tax
        authority from the Company or its successor within 10 days of the Company
        receiving written notice of such determination.

       

      4.           
        Miscellaneous

       

      4.1 Statements
        About the Company or Executive.
        Except
        as may be required to comply with a court order, lawful subpoena or governmental
        request for information, Executive and the Company shall refrain, both during
        and after Executive’s employment, from publishing any oral or written statements
        about the other that are disparaging, slanderous, libelous, or defamatory;
        or
        that disclose private or confidential information about their business
        affairs.

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      4.2 Notices.
        Notices
        and all other communications hereunder shall be in writing and shall be deemed
        to have been duly given when personally delivered or when mailed by United
        States registered or certified mail. Notices to the Company shall be sent
        to its
        President and its Secretary at: U.S. Concrete, Inc., 2925 Briarpark, Suite
        1050,
        Houston, Texas 77042. Notices and communications to Executive shall be sent
        to
        the address Executive most recently provided in writing to the
        Company.

       

      4.3
         No
        Waiver.
        No
        failure by either party at any time to give notice of any breach by the other
        party of, or to require compliance with, any condition or provision of this
        Agreement shall be deemed a waiver of any provisions or conditions of this
        Agreement.

       

      4.4 Mediation.
        If a
        dispute arises out of or relates to Executive’s termination, other than a
        dispute regarding Executive’s obligations under Article 3, and if the dispute
        cannot be settled through direct discussions, then the Company and Executive
        agree to try to settle the dispute in an amicable manner by confidential
        mediation before having recourse to any other proceeding or forum. The Company
        agrees to pay any pre-suit mediation fee charged by the mediator for two
        full
        days of mediation.

       

      4.5 Venue/Jurisdiction.
        This
        Agreement shall be governed by Texas law. Any litigation that may be brought
        by
        either party involving the enforcement of this Agreement or the rights, duties,
        or obligations under this Agreement, shall be brought exclusively in the
        State
        or federal courts sitting in Houston, Harris County, Texas. 

       

      4.6 Assignment.
        This
        Agreement shall be binding upon and inure to the benefit of and be enforceable
        by the parties hereto and their respective heirs, legal representatives,
        successors and permitted assigns. The Company may assign this Agreement to
        any
        affiliated entity. Executive’s rights and obligations under this Agreement are
        personal, and they shall not be assigned or transferred without the Company’s
        prior written consent otherwise than by will or the laws of descent and
        distribution. The Company will require any successor (direct or indirect
        and
        whether by purchase, merger, consolidation, share exchange or otherwise)
        to
        substantially all of the business, properties and assets of the Company
        expressly to assume and agree to perform this Agreement in the same manner
        and
        to the same extent the Company would have been required to perform it had
        no
        succession taken place. 

       

      4.7 Other
        Agreements/Entire Agreement.
        This
        Agreement shall supersede any and all existing oral or written agreements,
        representations or warranties between Executive and the Company or any of
        its
        affiliated entities relating to the terms of Executive’s termination by the
        Company or any of its affiliated entities, including that certain Employment
        Agreement, dated May 28, 2003 between the Company and Executive (the “Initial
        Agreement”), and the Initial Agreement is hereby terminated as of the Effective
        Date hereof. This Agreement (including Exhibit “A” attached hereto, which is
        incorporated herein by reference and made an integral part of this Agreement)
        constitutes the entire agreement of the parties with respect to the subject
        matters of this Agreement. Any modification of this Agreement (including
        without
        limitation to Exhibit “A”) will be effective only if it is in writing and signed
        by each party.

       

      4.8 Invalidity.
        Should
        any provision(s) in this Agreement be held by a court of competent jurisdiction
        to be invalid, void, or unenforceable, the remaining provisions shall be
        unaffected and shall continue in full force and effect, and the invalid,
        void or
        unenforceable provision(s) shall be deemed not to be part of this
        Agreement.

       

      4.9 Withholding.
        All
        payments required to be made to Executive pursuant to this Agreement shall
        be
        subject to the withholding of amounts relating to income and employment taxes
        and other customary employee deductions in conformity with the Company’s payroll
        policies in effect from time to time.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      4.10 Time
        of Payments.
        All
        amounts payable under Sections 1.1.b and 1.2 of this Agreement shall be paid
        within 10 days after Executive’s execution without revocation of a release in a
        form satisfactory to the Company and within the time period prescribed by
        the
        Company (which may not be less than 21 days after the date of termination
        of
        employment). If Executive is a “specified employee,” as such term is defined in
        Section 409A and determined as described below in this Section 4.10, any
        payments payable as a result of Executive’s termination (other than death) shall
        not be payable before the earliest of (i) the date that is six months after
        Executive’s termination, (ii) the date of Executive’s death, or (iii) the date
        that otherwise complies with the requirements of Section 409A. This Section
        4.10
        shall be applied by accumulating all payments that otherwise would have been
        paid within six months of Executive’s termination and paying such accumulated
        amounts at the earliest date which complies with the requirements of Section
        409A. Executive shall be a “specified employee” for the twelve-month period
        beginning on April 1 of a year if Executive is a “key employee” as defined in
        Section 416(i) of the Code (without regard to Section 416(i)(5)) as of December
        31 of the preceding year or using such dates as designated by the Company
        in
        accordance with Section 409A and in a manner that is consistent with respect
        to
        all of the Company’s nonqualified deferred compensation plans. For purposes of
        determining the identity of specified employees, the Company may establish
        procedures as it deems appropriate in accordance with Section 409A.

      


      4.11 Headings.
        The
        Article and Section headings contained in this Agreement are for reference
        purposes only and shall not affect in any way the meaning or interpretation
        of
        this Agreement.

       

      4.12 Counterparts.
        This
        Agreement may be executed in any number of counterparts and by the parties
        hereto in separate counterparts, each of which when so executed shall be
        deemed
        to be an original and all of which taken together shall constitute one and
        the
        same agreement.

       

      IN
        WITNESS WHEREOF, the Company and Executive have executed this Agreement in
        multiple originals to be effective on the Effective Date.

       

      
        	 Thomas
                J. Albanese (“Executive”) 	 	 U.S.
                Concrete, Inc.
                (the “Company”) 
	 	 	 	 	 
	 By:	/s/ Thomas
                J.
                Albanese	 	 By:	/s/ Michael
                W. Harlan
	 	
                

              	 	 	
                

              
	
                 

                Date:July
                  31, 2007

              	
                 

              	Printed
                Name:Michael
                W. Harlan
                Title:President
                  & Chief Executive Officer

                Date:July
                  31, 2007

              


      

      

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

       

      Exhibit
        “A” to Employment Agreement Between

      The
        Company And Thomas J. Albanese

       

      
        	
                Position:

              	
                Executive
                  Vice President of Sales - Bay Area Region

              
	 	 
	
                Location:

              	
                San
                  Jose, California

              
	 	 
	
                Geographic
                  Region of Responsibility:

              	
                During
                  Executive’s employment with the Company, within 75 miles of any plant or
                  other operating facility in which the Company is then engaged in
                  business.

                Upon
                  termination of Executive’s employment with the Company, within 75 miles of
                  any plant or other operating facility in which the Company was
                  engaged in
                  business on the date immediately prior to Executive’s termination.
                  

              
	 	 
	
                Change
                  in control multiplier:

              	
                2

              
	 	 
	
                Period
                  of Post-Employment

                Non-Competition
                  Obligations:

              	
                One
                  year from the date of termination if Executive’s employment is terminated
                  for Cause under Section 1.1.a. If Executive’s employment is terminated
                  under Sections 1.1.b., 1.1.c., 1.2.a. or 1.3 and Executive receives
                  any
                  severance benefits or Change in Control benefits, then the Period
                  of
                  Post-Employment Non-Competition Obligations shall be the period
                  of time
                  equal to the number of months of Monthly Base Salary upon which
                  severance
                  benefits or Change in Control benefits were determined. If Executive’s
                  employment is terminated under Section 1.2.b., then the Period
                  of
                  Post-Employment Non-Competition Obligations shall be one year from
                  the
                  date of termination. If Executive’s employment is terminated under any
                  other section of this Agreement, there shall be no Period of
                  Post-Employment Non-Competition Obligations.

              
	 	 
	
                Monthly
                  Base Salary:

              	
                $22,874
                  or such higher rate as may be determined by the Company from time
                  to
                  time

              
	 	 
	
                Annual
                  Paid Vacation:

              	
                Four
                  weeks

              


      

      
         

        
          	 Thomas
                  J. Albanese (“Executive”) 	 	 U.S.
                  Concrete, Inc.
                  (the “Company”) 
	 	 	 	 	 
	 By:	/s/ Thomas
                  J.
                  Albanese	 	 By:	/s/ Michael
                  W. Harlan
	 	
                  

                	 	 	
                  

                
	
                   

                  Date:July
                    31, 2007

                	
                   

                	Printed
                  Name:Michael
                  W. Harlan
                  Title:President
                    & Chief Executive Officer

                  Date:July
                    31, 2007

                


        

         

        
          
             

          

          
            11