EX-10.6



 Exhibit 10.6 
 EMPLOYMENT AGREEMENT 
 DOUGLAS C. RAUH 

EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 29, 2011 by and between Summit Materials Holdings L.P.
(the “Company”) and Douglas C. Rauh (“Executive”). 
 The Company desires to employ Executive
and to enter into an agreement embodying the terms of such employment; 
 Executive desires to accept such employment and enter
into such an agreement; 
 In consideration of the premises and mutual covenants herein and for other good and valuable
consideration, the parties agree as follows: 
 1. Term of Employment. Subject to the provisions of Section 6 of
this Agreement, Executive shall be employed by the Company hereunder for a period commencing January 1, 2012 (the “Commencement Date”) and ending on the third anniversary of the Commencement Date (the “Employment
Term”) on the terms and subject to the conditions set forth in this Agreement; provided, however, that (a) commencing with the third anniversary of the Commencement Date and on each anniversary thereafter (each an
“Extension Date”), the Employment Term shall be automatically extended for an additional one-year period, unless the Company or Executive provides the other party hereto 60 days prior written notice before the next Extension Date
that the Employment Term shall not be so extended and (b) if the Company is dissolved pursuant to the terms of the LP Agreement (a “Dissolution”), then the Employment Term shall automatically and immediately be terminated and,
except as expressly provided in Section 6(d), no Person shall have any obligation hereunder except to the extent such obligation arose prior to, or directly as a result of, such termination. 

2. Position. 
 a. During the Employment Term, Executive shall serve as President, Eastern Division of the Company. In such position, Executive shall have such duties and authority as shall be determined from time to
time by the Board of Directors of Summit Materials Holdings GP, Ltd. (the “General Partner”) (the “Board”). Executive shall report to the Chief Executive Officer of the Company. Executive’s duties shall at all
times be consistent with the duties of a regional president of a company of similar size and complexity. 
 b. During the
Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise
which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive, subject to the prior approval of the
Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or
interfere with the performance of Executive’s duties hereunder or conflict with Sections 7 and 8. 







 3. Compensation. 

a. During the Employment Term, the Company shall pay Executive a base salary at the annual rate of $450,000.00 per annum, payable in
regular installments in accordance with the Company’s usual payment practices. The rate of Executive’s base salary will be reviewed annually by the Board, and may be increased (but not decreased). Executive’s annual base salary, as in
effect from time to time, is hereinafter referred to as the “Base Salary.” 
 b.(i) With respect to each full
or partial fiscal year during the Employment Term, Executive shall be eligible to earn an annual bonus (an “Annual Bonus”) of up to sixty percent (60%) of Executive’s Base Salary (the “Target”) based upon
the achievement of performance targets (which may be based on EBITDA and/or free cash flow targets) established by the Board within the first three months of each fiscal year during the Employment Term, with a potential bonus of up to ninety percent
(90%) of the Target for extraordinary performance; provided, however, the Board, in its sole discretion, may appropriately adjust such performance targets in any fiscal year to reflect any merger, acquisition or divestiture effected by
the Company during such fiscal year. The Annual Bonus, if any, shall be paid by the Company to Executive during the calendar year immediately following the year in which it is earned, promptly after the Company receives its audited financial
statements with respect to the year in which the Annual Bonus was earned. Notwithstanding the foregoing, the minimum Annual Bonus for 2012 (payable in 2013) shall be $150,000. 

(ii) Promptly after Executive commences his employment hereunder, by January 17, 2012 the Company shall pay him a starting bonus of
$400,000, which shall be paid in a lump sum minus applicable deductions. 
 (iii) Car allowance: the Company shall provide
Executive with an allowance in the amount of $1,000 per month for car expenses, to be paid on or before the last day of each calendar month and shall, in addition, reimburse Executive for the amount of his actual expenditures for gasoline, upon
submission of appropriate documentation. 
 c. Executive and the Company have entered into separate agreements relating to the
Company’s grant of equity awards to Executive and the Executive’s investment in the equity of the Company. 
 d. The
Company shall reimburse Executive for (i) any loss suffered by Executive in connection with the sale of his current residence in Ohio (i.e., the amount by which Executive’s tax basis therein, estimated by Executive to be $1,100,000,
exceeds the net proceeds received by Executive upon the good faith sale of such residence); such reimbursement payment by the Company to Executive shall be in an amount equal to both: a) the actual out of pocket loss incurred by Executive on the
sale of his current residence, and b) an additional amount equal to all income taxes imposed on Executive in connection with the reimbursement payment plus the additional amount of taxes imposed on Executive due to the Company’s reimbursement
of payment of such taxes; (ii) the cost of up to three (3) visits by Executive and 

  
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his family to the area proximate to Executive’s Company offices, in connection with the search for a new residence; (iii) three (3) months of the reasonable rental of a house
proximate to Executive’s Company offices; and (iv) reasonable moving expenses incurred by Executive in connection with his relocation. 
 e. The Company shall also reimburse Executive for his out of pocket costs for payment of COBRA continuation premiums in connection with health care insurance covering Executive and his family and
maintained by his former employer, until such time as Executive and his family obtain coverage under the Company’s health care insurance plan. 
 f. The Company shall provide Executive with four (4) weeks of paid vacation during each calendar year during the Employment Term; in addition, the period January 1, 2012 through January 16,
2012 shall also be paid vacation. 
 g. For all purposes under this Agreement, the period from the Commencement Date through
and including December 31, 2012 shall be considered a full calendar year. For the purposes of clarity, the amount of Executive’s salary from the Commencement Date through and including December 31, 2012, inclusive of paid vacations,
shall be $450,000. 
 4. Employee Benefits. During the Employment Term, Executive shall be entitled to participate in the
Company’s employee benefit plans as in effect from time to time (collectively “Employee Benefits”), on the same basis as those benefits are generally made available to other senior executives of the Company. 

5. Business Expenses. During the Employment Term, reasonable business expenses incurred by Executive in the performance of
Executive’s duties hereunder shall be reimbursed by the Company in accordance with Company policies. 
 6.
Termination. The Employment Term and Executive’s employment hereunder may be terminated by either party at any time and for any reason; provided that Executive will be required to give the Company at least 60 days advance written
notice of any resignation of Executive’s employment. Notwithstanding any other provision of this Agreement, the provisions of this Section 6 shall exclusively govern Executive’s rights upon termination of employment with the Company
and its affiliates. 
 a. By the Company With Cause or By Executive Other Than As a Result of a Constructive
Termination. 
 (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company with
Cause (as defined below) and shall terminate automatically upon the effective date of Executive’s resignation other than as a result of a Constructive Termination (as defined in Section 6(c)(ii)); provided that Executive will be
required to give the Company at least 60 days advance written notice of a resignation other than as a result of a Constructive Termination. 

  
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 (ii) For purposes of this Agreement, “Cause” shall mean that the Board,
based on information then known to the Company or the General Partner, determines in good faith (A) Executive’s willful or grossly negligent continued failure to substantially perform Executive’s material duties hereunder (other than
as a result of total or partial incapacity due to physical or mental illness) for a period of 10 days following written notice by the Company or the General Partner to Executive of such failure, (B) dishonesty in the performance of
Executive’s material duties hereunder, (C) an act or acts on Executive’s part constituting, or plea of guilty or nolo contendere to a crime constituting, (x) a felony under the laws of the United States or any state
thereof or (y) a misdemeanor involving moral turpitude, (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties hereunder or (E) Executive’s breach, in a material respect, of
Sections 7 or 8 of this Agreement that is not cured (to the extent curable) for a period of 10 days following written notice by the Company or the General Partner to Executive of such breach. 

(iii) If Executive’s employment is terminated by the Company with Cause or if Executive resigns other than as a result of a
Constructive Termination, Executive shall be entitled to receive: 
 (A) the Base Salary accrued through the date
of termination, payable in accordance with the Company’s usual payment practices; 
 (B) any Annual Bonus
earned, but unpaid, as of the date of termination for the immediately preceding fiscal year, paid in accordance with Section 3(b) (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement
with the Company); 
 (C) reimbursement, within 60 days following submission by Executive to the Company of
appropriate supporting documentation for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the date of Executive’s termination; provided that claims for such reimbursement
(accompanied by appropriate supporting documentation) are submitted to the Company within 90 days following the date of Executive’s termination of employment; and 

(D) such fully vested and nonforfeitable Employee Benefits, if any, as to which Executive may be entitled under the
employee benefit plans of the Company (the amounts described in clauses (A) through (D) hereof being referred to as the “Accrued Rights”). 
 Following such termination of Executive’s employment by the Company with Cause or resignation by Executive other than as a result of a Constructive Termination, except as set forth in this
Section 6(a)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement. 

b. Disability or Death. 
 (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated
and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period 

  
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to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which
Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each
shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of
this Agreement. 
 (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or
Executive’s estate (as the case may be) shall be entitled to receive: 
 (A) the Accrued Rights; 

(B) a pro-rata portion of the Annual Bonus, if any, that Executive would have been entitled to receive pursuant to
Section 3(b) hereof in such year based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive
pursuant to Section 3(b) had Executive’s employment not terminated (the “Pro-Rata Bonus”); and 
 (C) the costs of “COBRA” health continuation coverage for eighteen (18) months (or, if shorter, until COBRA coverage ends under the Company’s group health plan). 

Following Executive’s termination of employment due to death or Disability, except as set forth in this Section 6(b)(ii),
Executive shall have no further rights to any compensation or any other benefits under this Agreement. 
 c. By the Company
Without Cause or Resignation by Executive as a result of a Constructive Termination. 
 (i) The Employment Term and
Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation as a result of a Constructive Termination. 
 (ii) For purposes of this Agreement, a “Constructive Termination” shall mean any of the following, without the Executive’s prior written consent: (A) a material reduction in the
Executive’s Base Salary or Target Annual Bonus; (B) a material diminution of the Executive’s authority, duties or responsibilities; (C) a required relocation of the Executive’s primary place of business by more than fifty
(50) miles from its location as of the Commencement Date; (D) the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder or (E) any material breach by the Company of this
Agreement or any agreement between the Company and the Executive relating to Executive’s compensation (including any equity awards); provided that any of the events described in clauses (A), (B), (D) and (E) of this
Section 6(c)(ii) shall constitute a Constructive Termination only if the Company fails to cure such event within 30 days after receipt from 

  
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Executive of written notice of the event which constitutes such Constructive Termination; provided, further, that a “Constructive Termination” shall cease to exist for an
event on the 60th day following the later of its
occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date. 
 (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination, Executive
shall be entitled to receive: 
 (A) the Accrued Rights; and 

(B) subject to Executive’s continued compliance with the provisions of Sections 7 and 8 and execution, within 30 days
after the date of Executive’s termination of employment, and non-revocation of a general release of claims against the Company and its affiliates in a form and substance reasonably satisfactory to the Company, 

(1) continued payment of the Base Salary in accordance with the Company’s normal payroll practices, as in effect on
the date of termination of Executive’s employment, until twenty-four months after the date of such termination (twelve months if the termination occurs on or after January 1, 2014) (the “Severance Period”); 

(2) an amount equal to one and two (2) times (one (1) times if the termination occurs on or after
January 1, 2014) Executive’s Annual Bonus in respect of the fiscal year immediately preceding the applicable year of Executive’s termination of employment, payable in equal monthly installments for eighteen months after the date of
such termination; if the termination occurs prior to January 1, 2013, the amount payable pursuant to this section shall be $300,000; and 
 (3) the costs of “COBRA” health continuation coverage for the lesser of the Severance Period or eighteen (18) months (or, if shorter, until COBRA coverage ends under the Company’s
group health plan). 
 provided that the aggregate amounts described in this clause (B) shall be reduced by the
present value of any other cash severance or termination benefits payable to Executive under any other plans, programs or arrangements of the Company or its affiliates. 
 Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation as a result of a
Constructive Termination, except as set forth in this Section 6(c)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement. 

  
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 d. Expiration of Employment Term or Dissolution. In the event (A) Executive
elects not to extend the Employment Term pursuant to Section 1 of this Agreement or (B) of a Dissolution with a Negative Return, unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of
this Section 6, Executive’s termination of employment hereunder (whether or not Executive continues as an employee of the Company thereafter) shall be deemed to occur on the close of business on the earlier of the effective date of
Dissolution or the day immediately preceding the next scheduled Extension Date, and Executive shall be entitled to receive the Accrued Rights. Following such termination of Executive’s employment hereunder, Executive shall have no further
rights to any compensation or any other benefits under this Agreement. In the event (A) that the Company elects not to extend the Employment Term pursuant to Section 1 of this Agreement or (B) of a Dissolution with a Positive Return,
Executive shall be treated as terminated without Cause effective as of (as applicable) the close of business on the day immediately preceding the next scheduled Extension Date or the effective date of the Dissolution, and shall be entitled to
receive the amounts and benefits specified in Section 6(c)(iii). For purposes hereof, “Positive Return” means the Sponsor shall have received aggregate cash proceeds and the fair market value of property in respect of its
Class A-1 Interests in the Company equal to more than 100% of its aggregate Capital Contributions (as defined in the LP Agreement) in respect of such Class A-1 Interests, and “Negative Return” means that the Sponsor shall
have received aggregate cash proceeds and the fair market value of property in respect of its Class A-1 Interests in the Company of equal to or less than 100% of its aggregate Capital Contributions (as defined in the LP Agreement) in respect of
such Class A-1 Interests. Capitalized terms in the immediately-preceding sentence shall have the same meaning as specified in the Management Interest Subscription Agreement between Executive and the Company, dated as of December 29, 2011.

 e. Notice of Termination. Any purported termination of employment by the Company or by Executive (other than due to
Executive’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 10(i) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice
which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

 f. Resignation from Other Positions. Upon termination of Executive’s employment from the Company for any reason,
Executive agrees to resign, as of the date of such termination and to the extent applicable, from the board of directors (and any committees thereof) of any of the Company’s affiliates and any positions held at the General Partner. 

7. Restrictive Covenants. 
 a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: 

(1) During the Employment Term and, for a period of twelve (12) months (twenty-four (24) months if the Severance Period is
twenty-four (24) months) following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person,
firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the
business of any client or prospective client: 
  

	 	(i)	with whom Executive had personal contact or dealings on behalf of the Company during the one-year period preceding Executive’s termination of employment;



  
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	 	(ii)	with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive’s
termination of employment; or 

  

	 	(iii)	for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment. 


(2) During the Restricted Period, Executive will not directly or indirectly: 

 

	 	(i)	engage in any business involved, either directly or indirectly, in (x) the acquisition of companies primarily engaged in the U.S. and Canadian aggregates and
related downstream product sectors (including, but not limited to, asphalt, paving, cement, concrete and concrete products) (any such company, a “Business”) or (y) the operation of any Business (any such business as described
in subclauses (x) or (y), a “Competitive Business”); 

  

	 	(ii)	enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive
Business; 

  

	 	(iii)	acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder,
officer, director, principal, agent, trustee or consultant; or 

  

	 	(iv)	interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its
affiliates, customers, clients, suppliers, partners, members, investors or acquisition targets. 

 (3)
Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Competitive Business which are publicly traded on a national or regional stock
exchange or on the over-the-counter market if Executive (i) is not a controlling Person of, or a member of a group which controls, such Person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such
Person. 

  
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 (4) During the Restricted Period, Executive will not, whether on Executive’s own behalf
or on behalf of or in conjunction with any Person, directly or indirectly: 
  

	 	(i)	solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or 


 

	 	(ii)	hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the
employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company. 


(5) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or
its affiliates any consultant then under contract with the Company or its affiliates. 
 (6) Executive will not, other than as
required by law or by order of a court or other competent authority, make or publish, or cause any other person to make or publish, any statement that is disparaging or that reflects negatively upon the Company or its affiliates, or that is or
reasonably would be expected to be damaging to the reputation of the Company or its affiliates. The Company and its affiliates will not, other than as required by law or by order of a court or other competent authority, make or publish, or cause any
other person to make or publish, any statement that is disparaging or that reflects negatively upon Executive, or that is or reasonably would be expected to be damaging to the reputation of Executive. 

b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this
Section 7 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the
provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any
court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other
restrictions contained herein. 
 8. Confidentiality; Intellectual Property. 

a. Confidentiality. 
 (i) Executive will not at any time (whether during or after Executive’s employment with the Company) (x) retain or use for the benefit, purposes or account of Executive or any other Person; or
(y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential
information —including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances,
investments, profits, pricing, costs, products, services, vendors, 

  
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customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals —
concerning the past, current or future business, activities and operations of the Company, its subsidiaries or affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential
Information”) without the prior written authorization of the Board, except as specifically necessary during the term of the Executive’s employment in order to perform the duties of his or her position and in the best interests of the
Company. 
 (ii) “Confidential Information” shall not include any information that is (a) generally known to the
industry or the public other than as a result of Executive’s breach of this covenant or any breach of other confidentiality obligations by third parties; (b) made legitimately available to Executive by a third party without breach of any
confidentiality obligation; or (c) required by law to be disclosed; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any
attempts by the Company to obtain a protective order or similar treatment. 
 (iii) Except as required by law, Executive will
not disclose to anyone, other than Executive’s immediate family and legal or financial advisors, the existence or contents of this Agreement; provided that Executive may disclose to any prospective future employer the provisions of
Sections 7 and 8 of this Agreement provided they agree to maintain the confidentiality of such terms. 
 (iv) Upon termination
of Executive’s employment with the Company for any reason, Executive shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright,
trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its subsidiaries or affiliates; (y) immediately destroy, delete, or return to the Company, at the Company’s option, all
originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office,
home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company, its affiliates and subsidiaries, except that Executive may retain only those portions of any
personal notes, notebooks and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Executive is or
becomes aware. 
 b. Intellectual Property. 
 (i) If Executive has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including
without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to Executive’s employment
by the Company, that are relevant to or implicated by such employment (“Prior Works”), Executive hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and
intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.


  
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 (ii) If Executive creates, invents, designs, develops, contributes to or improves any
Works, either alone or with third parties, at any time during Executive’s employment by the Company and within the scope of such employment and/or with the use of any the Company resources (“Company Works”), Executive shall
promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial
property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company. 

(iii) Executive agrees to keep and maintain adequate and current written records (in the form of notes, sketches, drawings, and any
other form or media requested by the Company) of all Company Works. The records will be available to and remain the sole property and intellectual property of the Company at all times. 

(iv) Executive shall take all requested actions and execute all requested documents (including any licenses or assignments required by a
government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the
Prior Works and Company Works. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized
officers and agents as Executive’s agent and attorney in fact, to act for and on Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing. 

(v) Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or
provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Executive
hereby indemnifies, holds harmless and agrees to defend the Company and its officers, directors, partners, employees, agents and representatives from any breach of the foregoing covenant. Executive shall comply with all relevant policies and
guidelines of the Company, including regarding the protection of confidential information and intellectual property and potential conflicts of interest. Executive acknowledges that the Company may amend any such policies and guidelines from time to
time, and that Executive remains at all times bound by their most current version. 
 (vi) The provisions of Sections 7, 8 and
9 shall survive the termination of Executive’s employment for any reason. 
 9. Specific Performance. Executive
acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 7 or Section 8 would be inadequate and the Company would suffer irreparable damages as a


  
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result of such breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the
Company, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary
or permanent injunction or any other equitable remedy which may then be available. 
 10. Miscellaneous. 

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without
regard to conflicts of laws principles thereof that would direct the application of the laws of any other jurisdiction. 
 b.
Entire Agreement/Amendments. This Agreement contains the entire understanding of the parties with respect to the employment of Executive by the Company, and supersedes any prior agreements or understandings between the parties relating to the
subject matter of this Agreement (except that matters relating to the Company’s grant of equity awards to Executive and Executive’s investment in the equity of the Company shall be governed by the separate agreements relating thereto).
There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended
except by written instrument signed by the parties hereto. 
 c. No Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

 d. Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby. 
 e. Assignment. This Agreement, and all of Executive’s rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported assignment or delegation by Executive in
violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Company to a Person or entity which is an affiliate or a successor in interest to substantially all of the business
operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor Person or entity (provided that the Company shall be secondarily liable to
Executive if the affiliate or successor Person or entity fails to comply with its rights and obligations to Executive hereunder). 
 f. No Mitigation. Executive shall not be obligated to mitigate the amount of severance payments payable hereunder by seeking other employment, or otherwise, nor shall the amounts payable to
Executive hereunder be reduced by compensation earned by Executive by any subsequent employer. 

  
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 g. Compliance with IRC Section 409A. Notwithstanding anything herein to the
contrary, (i) if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
and the U.S. Department of Treasury regulations and other interpretive guidance issued thereunder (“Section 409A”), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such
termination of employment is necessary in order to prevent any prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred under this Section shall be paid or distributed to Executive in a lump sum on the
earlier of (i) the date that is six (6) months following termination of Executive’s employment, (ii) a date that is no later than thirty (30) days after the date of Executive’s death or (iii) the earliest date as
is permitted under Section 409A. For purposes of clarity, the six (6) month delay shall not apply in the case of severance pay contemplated by Treasury Regulation Section 1.409A-1(b)(9)(iii) to the extent of the limits set forth
therein. Any remaining payments due under this Agreement shall be paid as otherwise provided herein. If any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under
Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible,
in a manner, determined by the Board, that is reasonably expected not to cause such an accelerated or additional tax. For purposes of Section 409A, Executive’s right to receive installment payments under this Agreement shall be treated as
a right to receive a series of separate payments and, accordingly, each such payment made under this Agreement shall at all times be considered a separate and distinct payment within the meaning of the Section 409A, and references herein to
Executive’s “termination of employment” shall refer to Executive’s “separation from service” with the Company Group within the meaning of Treas. Reg. Section 409A-1(h) (and any successor provision). To the extent
any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner
consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). To the maximum extent permitted by applicable law, the amounts payable to Executive under this Agreement shall be made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (with
respect to separation pay plans) or Treas. Reg. Section 1.409A-1(b)(4) (with respect to short-term deferrals) The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 10(g);
provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. 
 h. Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. 
 i. Notice. For the purpose of this Agreement, notices and all other communications provided
for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon
receipt. 

  
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 If to the Company: 
 Summit Materials Holdings L.P. 
 2900 K Street, NW, #450 

Harbourside North Tower Building 
 Washington, D.C. 20007 
 Attention: Office of General Counsel/Chief Legal Officer

 with a copy (which shall not constitute notice) to: 
 Silverhawk Capital Partners 
 4725 Piedmont Row Drive, Suite 420 

Charlotte, NC 28210 
 Attention: Ted Gardner 
 with a copy (which shall not constitute notice) to:

 The Blackstone Group L.P. 
 345 Park Avenue 
 New York, New York 10154 

Attention: Neil Simpkins 
 Fax: 212-583-5712 
 with a copy (which shall not constitute notice) to: 

Gibson, Dunn & Crutcher LLP 
 200 Park Avenue 
 New York, New York 10063 

Telecopy: (212) 351-4035 
 Attention: Steven R. Shoemate, Esq. 
 If to Executive: 

To the most recent address of Executive set forth in the personnel records of the Company. 

j. Executive Representation. Executive hereby represents to the Company that the execution and delivery of this Agreement by
Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a
party or otherwise bound. 
 k. Prior Agreements. This Agreement supersedes all prior agreements and understandings
(including verbal agreements) between Executive and the Company and/or its affiliates regarding the terms and conditions of Executive’s employment with the Company and/or its affiliates. 

l. Cooperation. Executive shall provide Executive’s reasonable cooperation in connection with any action or proceeding (or
any appeal from any action or proceeding) which relates to events occurring during Executive’s employment with the Company and its affiliates. This provision shall survive any termination of this Agreement. 

  
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 m. Withholding Taxes. The Company may withhold from any amounts payable under this
Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. 

n. No Recourse. Notwithstanding anything to the contrary herein, Executive agrees and acknowledges that with respect to any
payment, benefit or any other obligation or right under this Agreement, Executive shall have no recourse against The Blackstone Group L.P., Silverhawk Capital Partners or any of their respective affiliates (other than the Company). 

o. Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. 
 IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written. 
 SUMMIT MATERIALS HOLDINGS L.P. 

 

			
	By:	 	Summit Materials Holdings GP, Ltd.,
		 	its general partner

  

							
	By:	 	 /s/ Thomas Hill
	 		 	  

	Name:	 	  
	 		 	
	Title:	 	Authorized Person	 		 	

 Executive 
  

	
	 /s/ Douglas C. Rauh

	Douglas C. Rauh


  
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