Exhibit
      10.1

    


    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 Michael W. Harlan (“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),
      (v) any material breach by the Company of any material provision of this
      Agreement, or (vi) any restructuring of Executive’s direct reporting
      relationship such that Executive does not report to the Company’s Board of
      Directors, 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. Executive is also a party to that certain Amended and Restated
      Indemnification Agreement, dated August 17, 2000, between Executive and the
      Company (the “Indemnification Agreement”). Nothing in this Agreement is intended
      to alter or amend the terms or effect of the Indemnification Agreement, which
      shall remain in effect in accordance with its terms, notwithstanding the
      execution or termination of this Agreement. 

     

    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.

     

    

      
        	
                Michael
                  W. Harlan
                  (“Executive”)

              	
                U.S.
                  Concrete, Inc.
                  (the “Company”)

              
	
                 

              	
                 

              	
                 

              	
                 

              
	 	 	 	 
	
                 By:

              	
                /s/
                  Michael W. Harlan 
                  

                

              	
                 By:

              	
                /s/ Robert
                  D. Hardy 
                  

                

              
	
                 

                Date:
                  July
                  31, 2007

              	
                Printed
                  Name: 
                  Robert D. Hardy

                Title:
                  Senior
                  Vice President and Chief Financial Officer
Date:July
                  31, 2007

              


      

    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Exhibit
      “A” to Employment Agreement Between

    The
      Company And Michael W. Harlan

     

    
      	
              Position:

            	
              President
                and Chief Executive Officer

            
	 	 
	
              Location:

            	
              Houston,
                Texas

            
	 	 
	
              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:

            	
              3

            
	 	 
	
              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:

            	
              $38,750
                or such higher rate as may be determined by the Company from time
                to
                time

            
	 	 
	
              Annual
                Paid Vacation:

            	
              Four
                weeks

            


    

     

     

    
      	
              Michael
                W. Harlan
                (“Executive”)

            	
              U.S.
                Concrete, Inc.
                (the “Company”)

            
	
               

            	
               

            	
               

            	
               

            
	 	 	 	 
	
               By:

            	
              /s/
                Michael W. Harlan 
                

              

            	
               By:

            	
              /s/ Robert
                D. Hardy 
                

              

            
	
               

              Date:
                July
                31, 2007

            	
              Printed
                Name: 
                Robert D. Hardy

              Title:
                Senior
                Vice President & Chief Financial
                Officer
Date:July
                31, 2007

            


    

     

    
      
         

      

      
        11