Exhibit 10.1


EXECUTION VERSION


CONSULTING AGREEMENT


                    THIS CONSULTING AGREEMENT (this “Agreement”) made as of February 23, 2007, by and between U.S. Concrete, Inc., a Delaware corporation (the “Company”), and Eugene P. Martineau (the “Executive”);


W I T N E S S E T H:


                    WHEREAS, the Executive has served as Chief Executive Officer and President of the Company since September 1998, and a director of the Company’s Board of Directors since March 1999; and


                    WHEREAS, the Company and the Executive mutually desire to arrange for the Executive’s separation from employment with the Company and its subsidiaries; and


                    WHEREAS, the Company desires to engage the Executive, and the Executive has agreed to serve, as an independent contractor in a consulting capacity under certain terms set forth herein; and


                    WHEREAS, in consideration of the mutual promises contained herein, the parties hereto are willing to enter into this Agreement upon the terms and conditions herein set forth.


                    NOW, THEREFORE, in consideration of the premises, the terms and provisions set forth herein, the mutual benefits to be gained by the performance thereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


          1.       Termination of Employment and Resignation from Officer and Director Positions.  Effective as of the Effective Date (as defined below), the Executive’s employment with the Company and any of its subsidiaries shall be terminated by mutual agreement of the Company and the Executive, and the Executive agrees to resign each of his officer and director positions with the Company and any of its subsidiaries.  The Executive agrees to take any and all further acts necessary to accomplish these resignations.  The “Effective Date” means the date of the regularly scheduled meeting of the Company’s stockholders occurring in 2007.  The Executive acknowledges that the Company may, in its sole discretion, publicly announce the existence of, and disclose the relevant terms of, this Agreement after the date both parties have fully
executed this Agreement as indicated on the signature page hereof, including announcing appointment of a successor to assume the Chief Executive Officer and President position.  Without limiting the generality of the foregoing, the Executive acknowledges that the Company may file this Agreement as an exhibit to a Current Report on Form 8-K or any other document filed by the Company with the Securities and Exchange Commission.


          2.       Engagement as Consultant.  Following the Effective Date, the Company hereby agrees to engage the Executive in a consulting capacity, and the Executive hereby agrees to serve the Company in a consulting capacity, for the Consulting Period (as defined below).  It is agreed and understood that Executive’s status while performing services hereunder will for all purposes be that of an independent contractor and not that of an employee of the Company or any of its subsidiaries.  During the Consulting Period, the Executive agrees to perform the services set forth below:










	
   
  	
  
          A.          The   Executive will act as a consultant to the Company.  The Executive’s   services as a consultant shall not be required during more than 100 days in   any year nor more than two days in any week.    In addition, such services will be required only at such times and   such places as will result in the least inconvenience to the Executive,   having regard for other business commitments during said period which may   obligate him to meet such other commitments prior to performing services   requested hereunder.  To the end that   there shall be a minimum interference with the Executive’s other commitments,   his services shall be rendered by personal consultation at his residence or   office, wherever maintained, or by correspondence through the mails,   electronic mail, or telephone, including weekends and evenings, as
may be   most convenient to the Executive.  The   Company understands that it is the Executive’s intent to relocate his primary   residence outside the state of Texas, and the Company acknowledges that such   relocation shall not preclude the Executive from performing his obligations   under this agreement.  The Company   shall provide the Executive with the necessary resources to perform any   consulting services requested by the Company.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          B.          During   the Consulting Period, the Executive shall not be obligated (i) to occupy any   office of the Company or any of its subsidiaries or (ii) to render any   services whatsoever to the Company or any of its subsidiaries other than   those specified in this Section 2.
  
	
   
  	
  
 
  
	
  
 
  	
  
          C.          The   Executive may accept employment with any employer and such employment shall   not constitute a breach or violation of this Agreement; provided that such   employment does not violate the restrictive covenants of Section 6 hereof.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          D.          Upon   the Effective Date, the Executive agrees to transfer to the Company all   rights, including the refund of membership monies paid, to the Company’s   membership in the Royal Oaks Country Club.    The Executive and the Company mutually agree to take any and all   action necessary to accomplish the sale and transfer contemplated by this   Section 2.D.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          E.          The   Executive may continue, as in the past, to devote time to the National C.I.M.   Committee, including Chairman of the National Steering Committee of the concrete   industry, and trustee of the RMC Research Foundation.  The Company will designate Consultant as a   named representative of the Company.    The Company will promptly reimburse Executive for all reasonable   business expenses, including related travel for these activities.
  
	
   
  	
  
 
  
	
  
 
  	
  
          F.          The   Executive acknowledges that he is responsible for payment of his estimated   federal income taxes, employment taxes, social security taxes and any other   taxes that may accrue under law by reason of the compensation and benefit   coverage for his services to be provided hereunder.  Further, the Executive will comply with all taxing authorities,   regulations and laws, whether federal or state, and will indemnify and hold   the Company harmless for any claims or loss sustained by the Company because   of his breach of any covenant contained in this Section 2.F.  The Executive further acknowledges that he   is not entitled nor eligible to participate in any employee benefit plans of the   Company, except in accordance with the terms of this Agreement.
  




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The “Consulting Period” shall be the period from the Effective Date through the date that is three years after the Effective Date, unless terminated earlier pursuant to Sections 4 or 5 (the “Expiration Date”).


          3.       Consulting Payments and Benefits.  Except as otherwise set forth in Section 4, the Executive shall be entitled to the consideration set forth below.

	
  
 
  	
  
          A.          Consulting   Payments.  During the   Consulting Period, the Executive   shall receive consulting payments of $458,000 per calendar year, which shall   be paid in accordance with the Company’s standard payroll practices, and be   paid to Eugene P. Martineau pursuant to a consulting id# (to be provided by   Executive).
  
	
   
  	
  
 
  
	
  
 
  	
  
          B.             Bonus.  The Executive shall not be eligible for   consideration for a cash incentive bonus in fiscal 2007 or thereafter.  Nothing in this Agreement shall affect the   Executive’s eligibility for an annual bonus with respect to the Company’s 2006   fiscal year.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          C.          Stock   Awards.  Nothing in this Agreement   shall affect the Executive’s eligibility for consideration for stock   incentive awards with respect to the Company’s 2006 fiscal year.  The Executive shall not be eligible for   stock incentive awards with respect to the Company’s 2007 fiscal year or   thereafter.  The Executive’s service   during the Consulting Period shall be counted for purposes of determining his   vested interest in outstanding stock incentive awards.  Except as otherwise provided in Section 4   hereof, the Executive shall be fully vested on the third anniversary of the   Effective Date or any earlier Change in Control pursuant to Section 5, and   the Executive may exercise vested stock options at any time prior to the   expiration of the term of such stock options.


	
  
 
  	
  
 
  
	
  
 
  	
  
          D.          Welfare   Benefits.  From the Effective Date   through the Expiration Date, the Executive and his spouse and eligible   dependents, if any, shall be eligible for benefits under the Company’s group   health and medical benefit programs to the same extent such benefits are   generally made available to active employees of the Company at the applicable   active employee premium rate, in lieu of any COBRA continuation coverage.  Coverage provided in this Section 3.D is   hereinafter referred to as the “Continued Health Coverage”.  If the Executive or his spouse or eligible   dependents, if any, are not eligible to participate under the terms of the   Company’s group health plan, the Company shall fulfill its obligation under   this Section by purchasing commensurate coverage as necessary. 
Notwithstanding the above, if the   Executive becomes eligible for health and medical benefits from another   employer, the Company’s obligation to provide such benefits coverage shall   immediately cease.
  
	
   
  	
  
 
  
	
  
 
  	
  
          E.          Expenses.  The Executive shall be entitled to receive   prompt reimbursement for all reasonable business expenses, including   business-related travel, incurred by the Executive in the performance of his   duties only if requested by the Company under Section 2 hereof in accordance   with the policies, practices and procedures of the Company as in effect from   time to time.
  




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          4.        Termination of the Consulting Relationship.  Notwithstanding the provisions of Sections 1, 2 or 3, the Executive’s consulting relationship with the Company may be terminated during the Consulting Period in any of the following ways:

	
  
 
  	
  
          A.          Involuntary   Termination without Cause.  If the   Executive’s consulting relationship with the Company is terminated by the   Company without Cause (as defined below), the Executive shall continue to   receive the payments and benefits provided under Section 3 as   if he had continued to provide consulting services through the Expiration   Date.  All stock options,   restricted stock awards, restricted stock units and similar awards granted to   the Executive by the Company prior to the date of 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 termination and shall remain outstanding and in effect in accordance   with
their respective terms, and any restrictions, deferral limitations,   forfeiture conditions or other conditions or criteria applicable to any such   awards shall lapse on the date of termination.  The Executive may exercise any such stock options or other   exercisable awards at any time before the expiration of their term.  In   the event of the Executive’s death after termination under this Section 4.A,   the Executive’s surviving spouse, if any, shall be entitled to receive (i)   payments as provided in Section 3.A through the period ending on the earlier   of (a) the Expiration Date or (b) the date of her death, and (ii) Continued   Health Coverage as provided under Section 3.D.  However, if the Executive accepts employment with a   Competing Business (as defined in Section 6.C), the Company’s then continuing   obligations, if any, to provide the Executive the payments and benefits   described in this Section 4.A shall cease as of the first day of such   employment by
the Executive.
  
	
   
  	
  
 
  
	
  
 
  	
  
          B.          Termination   for Cause and Voluntary Termination.    If the Executive’s consulting relationship with the Company is   terminated by the Company for Cause (as defined below) or if the Executive   voluntarily terminates the consulting relationship for any reason other than   Disability (a “Voluntary Termination”), the Company’s obligation to make the   payments or provide the benefits listed under Section 3 of this Agreement   shall immediately terminate as of the date of termination.  For purposes of this Agreement, “Cause”   shall mean (i) the Executive’s gross negligence, willful misconduct, or   willful neglect in the performance of the material duties and services of the   Executive hereunder, uncorrected for 30 days following the Company’s written   notice to the Executive of need to
cure such performance; (ii) the   Executive’s final conviction of a felony by a trial court; (iii) any criminal   indictment of the Executive relating to an event or occurrence for which the   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   the Executive of any material provision of this Agreement which remains   uncorrected for 30 days following the Company’s written notice to the   Executive of such breach.  In the case   of a termination for Cause under subpart (i) above or in the case of a   Voluntary Termination, (a) all stock options previously granted by the   Company to the Executive that are vested
  




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on the date of such   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 for a period of 90 days following the date of   such termination, (b) all stock options previously granted by the Company to   the Executive that are not vested on the date of such termination shall   terminate immediately and (c) all restricted stock, restricted stock units   and other awards that have not vested prior to the date of such termination   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 the 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.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          C.          Disability.  If the Executive’s consulting relationship   with the Company is terminated by reason of Disability (as defined below),   the Company shall provide the Continued Health Coverage under Section 3.D,   but the Company’s obligation to make the payments provided under Sections   3.A, 3.B and 3.C of this Agreement shall immediately terminate as of the date   of such termination.  All stock   options previously granted by the Company to the 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   all stock options previously granted by the Company to the Executive that are   not vested on the date of
termination shall terminate immediately.    “Disability” means the Executive’s inability to perform the duties   required of his position due to physical or mental impairment for 180   consecutive days.
  
	
   
  	
  
 
  
	
  
 
  	
  
          D.          Death.  The Executive’s consulting relationship under this   Agreement shall terminate automatically upon his death, and, in such event,   other than providing the Continued Health Coverage and paying all amounts   that are accrued and owed to the Executive up to the date of the Executive’s   death, the Company shall have no continuing obligations under this   Agreement.  All stock options   previously granted by the Company to the 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   all stock options previously granted by the Company to the Executive that are   not vested on the date of termination shall
terminate immediately.
  




          5.        Change in Control.

	
  
 
  	
  
          A.          Change   in Control Payment.  In the event   of the occurrence of a Change in Control during the Consulting Period, (i)   the Consulting Period shall immediately end and (ii) the Executive shall   receive a cash lump sum payment of $900,000, payable as soon as practicable   after the Change in Control, in lieu of any other further payments or   benefits under this Agreement.
  



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          B.          Vesting   of Awards.  All stock options,   restricted stock awards, restricted stock units and similar awards granted to   the 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, deferral   limitations, forfeiture conditions or other conditions or criteria applicable   to any such awards shall lapse immediately prior to such Change in Control.  The Executive may exercise any such stock   options or other exercisable awards at any time before the
expiration of   their term.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          C.       Definitions.  For purposes of this Agreement, the terms   below shall have the meanings assigned thereto as follows:
  





	
  
 
  	
  
          1.          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 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 thereof, 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 eighty   percent (80%) of the directors comprising the Incumbent Board shall be, for purposes   of this clause (v), considered as through 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.
  
	
   
  	
  
 
  
	
  
 
  	
  
          2.          “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.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          3.          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.
  




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          4.          “Beneficial   Owner” has the meaning ascribed to it pursuant to Rule 13d-3 of the   Securities Exchange Act of 1934.
  



          6.        Restrictive Covenants.  As a material inducement to the Company to enter into this Agreement, the Executive agrees to the restrictive covenants set forth below:

	
  
 
  	
  
          A.          Company Property.    All written materials, records, data, and other documents prepared by   the Executive during the Consulting Period are Company property.  All information, ideas, concepts,   improvements, discoveries, and inventions that are conceived, made,   developed, or acquired by the Executive individually or in conjunction with   others during the Consulting Period (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 the Executive’s consulting relationship with the   Company for any reason, the Executive shall return all of the Company’s   documents, data, or other Company property, including all copies, to the   Company.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          B.          Confidential   Information; Non-Disclosure.  The Executive acknowledges that the   business of the Company and its affiliated entities is highly competitive and   that the Company has agreed to provide and immediately will provide the 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 
  



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service providers; and other such confidential or   proprietary information.  The 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.    The 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.    The 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 the Executive with immediate access   to Confidential Information and specialized training regarding the Company’s   and its affiliated
entities’ methodologies and business strategies, which   will enable the Executive to   perform his job at the Company.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
                    The   Executive agrees that the Executive will not, at any time during or after the   Executive’s consulting relationship 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 responsibilities   hereunder.  The 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 6.B is intended to prohibit the Executive from complying with   any court order, lawful subpoena or governmental request for information,   provided that (to the extent permitted by applicable law) the Executive   (i) notifies the Company promptly upon the receipt of any
such order, subpoena   or request and before the date of required compliance; (ii) provides   the Company with a copy (or if such disclosure is to be made orally, a   description) of the material proposed to be disclosed in order to comply with   such order, subpoena or request; and (iii) cooperates with the Company   so that the Company may seek a protective order or other appropriate remedy .
  
	
   
  	
  
 
  
	
  
 
  	
  
          C.      Non-Competition Obligations.    The Company agrees to and shall provide the Executive with immediate   access to Confidential Information.    Ancillary to the rights and severance benefits provided to the   Executive, the Company’s provision of Confidential Information and   specialized training to the Executive, and the Executive’s agreement not to   disclose Confidential Information, and in order to protect the Confidential   Information described above, the Company and the Executive agree to the   following non-competition provisions.    The Executive agrees that during the Executive’s consulting relationship   with the Company, the Executive will not, directly or indirectly, for the   Executive or for others, in the “Geographic Region of Responsibility”   described in Section 6.I below (or, if the Executive’s
Geographic Region of   Responsibility has changed, in any and all geographic regions in which the   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 the termination of the Executive’s   consulting relationship with the Company), 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
  




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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”).  The Executive understands that the   foregoing restrictions may limit the 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 the Executive.
  





	
  
 
  	
  
          D.          Non-Solicitation   of Customers.  During the   Executive’s consulting relationship with the Company and for a period of two   years after the termination of the Executive’s consulting relationship with   the Company, the Executive will not call on, service, or solicit competing   business from clients or customers of the Company or its affiliated entities   whom that the Executive, within the previous twenty-four (24) months, (i)   provided services to, worked with, solicited or had or made contact with, or   (ii) had access to information and files about.
  
	
  
 
  	
  
 
  
	
   
  	
  
          E.          Non-Solicitation   of Employees.  During the   Executive’s consulting relationship with the Company and for a period of two   years after the termination of the Executive’s consulting relationship with   the Company, the 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 the Executive had contact with, knowledge of, or   association with in the course of employment with the Company to terminate   his or her employment, and will not assist any other person or entity in such   a solicitation.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          F.          Non-Disparagement.    The Executive and the Company mutually agree to refrain from any   criticisms or disparaging comments about the Company or any affiliates   (including any current or former officer, director or employee of the   Company) or Executive, and the Executive and the Company agree not to take any   action, or assist any person in taking any other action, that is adverse to   the interests of the Company or any affiliate, or Executive, or inconsistent   with fostering the goodwill of the Company and its affiliates or Executive;   provided, however, that nothing in this Agreement shall apply to or restrict   in any way the communication of information by the Company or the Executive   to any state or federal law enforcement agency or to the Board of Directors   or senior management of the Company or require notice to
the Company thereof,   and the Executive will not be in breach of the covenant contained above   solely by reason of testimony which is compelled by process of law.
  
	
   
  	
  
 
  
	
  
 
  	
  
          G.          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 the Executive ever   decides to contend that any restriction on activities imposed by this Agreement   is no longer enforceable as written or does not apply to an activity in which   the Executive intends to engage, the Executive first will notify the   Company’s President and its Secretary in writing and meet with a Company   representative at least fourteen (14) days before engaging in any activity   that foreseeably 
  




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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 Commercial 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, other than the   Company, 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.
  
	
   
  	
  
 
  
	
  
 
  	
  
          H.          Warranty   and Indemnification.  The Executive warrants that the Executive is not a party to any   restrictive agreement limiting the   Executive’s activities in his provision of services to the   Company.  The Executive further warrants that at the time of the signing   of this Agreement, the Executive   knows of no written or oral contract or of any other impediment that would   inhibit or prohibit his provision of services to the Company, and that the Executive will not knowingly use   any trade secret, confidential information, or other intellectual property   right of any other party in the performance of the Executive’s duties hereunder.  The Executive   shall hold the Company harmless from any and all suits and claims arising out   of any breach of such restrictive agreement or contracts.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          I.          Geographic   Region of Responsibility.    “Geographic Region of Responsibility” means within 75 miles of any   plant or other operating facility in which the Company was engaged in   business on the date immediately prior to the Executive’s termination.
  




          7.        Non-Alienation.  The Executive shall not have any right to pledge, hypothecate, anticipate, or in any way create a lien upon any amounts provided under this Agreement, and no payments or benefits due hereunder shall be assignable in anticipation of payment either by voluntary or involuntary acts or by operation of law.  So long as the Executive lives, no person, other than the parties hereto, shall have any rights under or interest in this Agreement or the subject matter hereof.  Upon the death of the Executive, his surviving spouse, if any, shall have the right to enforce the provisions hereof.


          8.        Amendment of Agreement.  This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.


          9.        Assignment.  This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, by operation of law or otherwise.  The Company may not assign its rights and obligations under this Agreement other than to an affiliated entity or to any successors to substantially all of its business or assets (whether by merger or otherwise) or as otherwise agreed to by the Executive in writing.


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          10.      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 500, Houston, Texas 77042.  Notices and communications to the Executive shall be sent to the address the Executive most recently provided to the Company in writing.


          11.      Waiver.  No term or condition of this Agreement shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel.


          12.       Mediation.  If a dispute arises out of or related to the Executive’s provision of services, other than a dispute regarding the Executive’s obligations under Section 6, and if the dispute cannot be settled through direct discussions, then the Company and the 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.


          13.      Source of Payments:  All cash payments provided in this Agreement will be paid from the general funds of the Company.  The Executive’s status with respect to amounts owed under this Agreement will be that of a general unsecured creditor of the Company, and the Executive will have no right, title or interest whatsoever in or to any investments which the Company may make to aid the Company in meeting its obligations hereunder.  Nothing contained in this Agreement, and no action taken pursuant to this provision, will create or be construed to create a trust of any kind between the Company and the Executive or any other person.


          14.      Tax Withholding.  The Company may withhold from any benefits payable under this Agreement all federal, state, city or other taxes that will be required pursuant to any law or governmental regulation or ruling.


          15.      Severability.  If any provision of this Agreement is held to be invalid, illegal or unenforceable, in whole or part, such invalidity will not affect any otherwise valid provision, and all other valid provisions will remain in full force and effect.


          16.     Counterparts.  This Agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of which together will constitute one document.


          17.     Titles.  The titles and headings preceding the text of the paragraphs and subparagraphs of this Agreement have been inserted solely for convenience of reference and do not constitute a part of this Agreement or affect its meaning, interpretation or effect.


          18.     Choice of Law/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.


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          19.      Section 409A.  Notwithstanding any provision of the Agreement to the contrary, the following provisions shall apply for purposes of complying with Section 409A of the Code and applicable Treasury authorities (“Section 409A”):

	
  
 
  	
  
          A.          If   the Executive is a “specified employee,” as such term is defined in Section   409A and determined as described below in this Section 19, any payments   payable as a result of the Executive’s termination of employment (other than   death or Disability) shall not be payable before the earlier of (i) the   date that is six months after the Executive’s termination of employment,   (ii) the date of the Executive’s death, or (iii) the date that otherwise   complies with the requirements of Section 409A.  This Section 19.A shall be applied by accumulating all payments   that otherwise would have been paid within six months of the Executive’s   termination of employment and paying such accumulated amounts at the earliest   date which complies with the requirements of Section 409A.  The
Executive shall be a “specified   employee” for the twelve-month period beginning on April 1 of a year if the   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.
  
	
  
 
  	
  
 
  
	
   
  	
  
          B.          If   any provision of the Agreement would result in the imposition of an   applicable tax under Section 409A, the Executive and the Company agree that   such provision will be reformed to avoid imposition of the applicable tax and   no action taken to comply with Section 409A shall be deemed to adversely   affect the Executive’s rights or benefits hereunder.
  




          20.      Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior agreements between the parties concerning the subject hereof.  Nothing in this Agreement shall affect the Executive’s right to benefits under the terms of any employee benefit plan of the Company in which the Executive has participated or may participate.  It is specifically understood and agreed that, as of the Effective Date, this Agreement supersedes the Employment Agreement between the Company and the Executive dated May 28, 2003 (the “Employment Agreement”), and the Executive acknowledges that neither this Agreement nor the actions contemplated hereunder constitute an Involuntary Termination or Good Reason, as such terms are defined in the Employment Agreement, or otherwise give
rise to a right to severance under the Employment Agreement.


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                    IN WITNESS WHEREOF, the parties have executed this Agreement in multiple counterparts, all of which shall constitute one agreement, as of the dates indicated below, but effective as of the Effective Date.

	
   
  	
  
U.S. CONCRETE, INC.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Vincent D. Foster
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Vincent D. Foster
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
Chairman of the Board
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  
Date:
  	
  
February 23, 2007
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
EUGENE P. MARTINEAU
  
	
  
 
  	
  
 
  
	
  
 
  	
  
/s/ Eugene P. Martineau
  
	
  
 
  	
  


  
	
  
 
  	
  
 
  
	
   
  	
   
  
	
   
  	
  Date:
  	
  February 23, 2007
  
	
   
  	
   
  	
  


  



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