ex1022015incentiveplan







Exhibit 10.2                            2015 ANNUAL INCENTIVE PLAN      Purpose    The purpose of the 2015 Annual Incentive Plan (the “Plan”) is to attract, retain, motivate, and   reward salaried employees for successful Company, Business Unit and individual performance   with awards that are commensurate with the level of performance attained.        Eligibility   Each salaried employee employed by U. S. Concrete and its 100% owned subsidiary companies   will be considered an eligible participant in the Plan.        In order to receive any award under this Plan, the employee must be an active employee or on an   approved leave of absence at the time of the payment of any bonus award.  Employees who leave   the Company, either voluntarily or involuntarily, prior to the payment of the bonus award will be   ineligible for an award.       Salaried employees hired prior to November 1, 2015 will receive a pro-rata share for any award   they are eligible to receive under the provisions of the Plan.  Employees hired on or after   November 1 are ineligible for a 2015 bonus award.       In order to receive an award, an Individual Performance Review must be completed by the   salaried employee’s supervisor and submitted to Human Resources on or before January 31,   2016.        Threshold Performance Level   In order for a bonus to be awarded, the overall Company EBITDA performance must be equal to   or greater than 80% of budget.  The EBITDA performance to budget can be adjusted at the   discretion of the Compensation Committee to reflect non-recurring items, and/or the impact of   acquisitions and divestitures.      In the event that the overall Company EBITDA performance to budget does not exceed 80%, the   Compensation Committee may approve the creation of a reduced bonus pool for award to   specific individuals and/or Business Units with superior performance.       As the Company and Business Unit EBITDA increases, so does the bonus pool dollars and the   percent of target bonus payout (Exhibit I).         Award Calculation   The percent of a target bonus available is determined first by the size of the bonus pool created   by the Company’s EBITDA performance to budget, and then by (i) the Company’s EBITDA   performance, (ii) the Business Unit’s EBITDA performance, and (iii) the individual’s   performance relative to specific goals and objectives.          





 







   2015 ANNUAL INCENTIVE PLAN         Page 2          The weighting for each of these three performance criteria is as follows:       Employees Grade 16 and Above:    Criteria Weighting   Range   U.S. Concrete EBITDA 20-30%*   Business Unit EBITDA 45%   Individual Individual Goal Performance 25-35%        Total  100%      The criteria weighting established by the Chief Executive Officer for the Vice President/General   Manager of each Business Unit must be applied to all plan participants Grade 16 and higher   within that Business Unit.        Employees Grade 15 and Below:    Criteria Weighting   Range   U.S. Concrete EBITDA 20-25%*   Business Unit EBITDA 50%   Individual Individual Goal Performance 25-30%        Total  100%      The Vice President/General Manager of each Business Unit has the discretion to determine the   appropriate criteria weighting, within the above listed ranges, for individual participants in Grade   15 and below.       *The bonus award for eligible employees in the Corporate Office will be based 75% on the total   U.S. Concrete EBITDA performance.      Individual Performance   Each employee’s individual performance target bonus is based on their salary grade level and is   expressed as a percentage of their annual base pay (see Exhibit II).  Starting with the 2015 Plan,   the Business Unit Regional Vice Presidents/General Managers will have their individual   performance targets increased from 40% to 50% of their annual base pay.         Employees who are promoted into a higher grade level position prior to June 1, 2015 will have   their bonus calculated on the higher target bonus percentage (and base salary if appropriate).    The target bonus percentage for employees promoted on or after June 1 will be prorated to reflect   the mid-year grade level and salary increase.      An employee’s personal performance relative to their annual goals and objectives will be   evaluated and based upon the Individual Performance Scale (see Exhibit I.)  This scale allows   employees with superior goal performance to receive a larger percentage of their target bonus.       





 







   2015 ANNUAL INCENTIVE PLAN         Page 3             Bonus Awards    All bonus awards are contingent on the approval of the Compensation Committee and Board of   Directors.  All payments will be paid as soon as administratively feasible after the previous   year’s financial results are finalized.  An individual (other than the CEO who may not receive   more than 200% of his target bonus) may not receive more than 150% of their target bonus.      Plan Administration   The Plan shall be administered by the Chief Executive Officer, the Chief Financial Officer, and   the Vice President of Human Resources, referred to collectively hereafter as the “Plan   Administrators.”  The Plan Administrators shall have sole authority to construe and interpret the   Plan, to establish, amend, and rescind rules and regulations relating to the Plan, to exercise   discretion in interpolating performance levels and award payouts outside of or within designated   ranges, and to take all such steps and make all such determinations in connection with the Plan   and Bonus Payments granted hereunder as it may deem necessary or advisable, which   determination shall be final and binding upon all Participants.      Plan Communication   A copy of the Plan (including Exhibits) and the performance review form should be distributed   to each eligible employee.      Retirement, Termination, Death and Disability   The Plan Administrators may, but are not required to, grant a pro-rated bonus award as it deems   advisable to an eligible employee (or beneficiary in the event of death) who terminates   employment during 2015 due to retirement, involuntary termination not for cause, or disability.    Payment of this pro-rated bonus will be made at the same time payment is made to other   participants in accordance with the terms and conditions of this Plan, and may require the   participants to sign a waiver and release with the Company.      No Right to Continued Employment   The Plan shall not create any contractual or other right to receive a bonus award or other benefits   in the future.  All determinations with respect to any such payments shall be made at the sole   discretion of the Plan Administrators.  An employee’s participation in the Plan shall not create a   right to further employment nor interfere with the ability of the Company to terminate their   employment with or without cause.      Termination   The Plan is in effect for the 2015 calendar year.  The Plan Administrators may at any time   suspend the operation of or terminate the Plan.         /s/ William J. Sandbrook   William J. Sandbrook   President and CEO   U.S. Concrete, Inc.         





 







   2015 ANNUAL INCENTIVE PLAN         Page 4          Exhibit I            With respect to the CEO’s annual bonus award, the above USC Consolidated EBITDA and Individual Performance Scales may be extrapolated for   an award of up to 200% of target.        USC   Consolidated   EBITDA          (pre bonus)    EBITDA   Achieve as   % of Budget   Bonus %   of EBITDA   Max   Bonus   Payout   % of   Employee   Target    BU EBITDA   Achieve as   % of   Budget   % of   Employee   Target    % of Goal   Achieved   % of Employee   Target   Maximum Payout 166,829        150.0% 7.2% 12,000     150.0% 150.0% 150.0% 150.0% 150.0%   164,604        148.0% 7.2% 11,840     148.0% 148.0% 148.0% 148.0% 148.0%   162,380        146.0% 7.2% 11,680     146.0% 146.0% 146.0% 146.0% 146.0%   160,155        144.0% 7.2% 11,520     144.0% 144.0% 144.0% 144.0% 144.0%   157,931        142.0% 7.2% 11,360     142.0% 142.0% 142.0% 142.0% 142.0%   155,707        140.0% 7.2% 11,200     140.0% 140.0% 140.0% 140.0% 140.0%   153,482        138.0% 7.2% 11,040     138.0% 138.0% 138.0% 138.0% 138.0%   151,258        136.0% 7.2% 10,880     136.0% 136.0% 136.0% 136.0% 136.0%   149,033        134.0% 7.2% 10,720     134.0% 134.0% 134.0% 134.0% 134.0%   146,809        132.0% 7.2% 10,560     132.0% 132.0% 132.0% 132.0% 132.0%   144,585        130.0% 7.2% 10,400     130.0% 130.0% 130.0% 130.0% 130.0%   142,360        128.0% 7.2% 10,240     128.0% 128.0% 128.0% 128.0% 128.0%   140,136        126.0% 7.2% 10,080     126.0% 126.0% 126.0% 126.0% 126.0%   137,912        124.0% 7.2% 9,920       124.0% 124.0% 124.0% 124.0% 124.0%   135,687        122.0% 7.2% 9,760       122.0% 122.0% 122.0% 122.0% 122.0%   133,463        120.0% 7.2% 9,600       120.0% 120.0% 120.0% 120.0% 120.0%   131,238        118.0% 7.2% 9,440       118.0% 118.0% 118.0% 118.0% 118.0%   129,014        116.0% 7.2% 9,280       116.0% 116.0% 116.0% 116.0% 116.0%   126,790        114.0% 7.2% 9,120       114.0% 114.0% 114.0% 114.0% 114.0%   124,565        112.0% 7.2% 8,960       112.0% 112.0% 112.0% 112.0% 112.0%   122,341        110.0% 7.2% 8,800       110.0% 110.0% 110.0% 110.0% 110.0%   120,117        108.0% 7.2% 8,640       108.0% 108.0% 108.0% 108.0% 108.0%   117,892        106.0% 7.2% 8,480       106.0% 106.0% 106.0% 106.0% 106.0%   115,668        104.0% 7.2% 8,320       104.0% 104.0% 104.0% 104.0% 104.0%   113,443        102.0% 7.2% 8,160       102.0% 102.0% 102.0% 102.0% 102.0%   2015 Budget 111,219        100.0% 7.2% 8,000       100.0% 100.0% 100.0% 100.0% 100.0%   110,107        99.0% 7.0% 7,720       96.5% 99.0% 96.5% 99.0% 96.5%   108,995        98.0% 6.8% 7,440       93.0% 98.0% 93.0% 98.0% 93.0%   107,882        97.0% 6.6% 7,160       89.5% 97.0% 89.5% 97.0% 89.5%   106,770        96.0% 6.4% 6,880       86.0% 96.0% 86.0% 96.0% 86.0%   105,658        95.0% 6.2% 6,600       82.5% 95.0% 82.5% 95.0% 82.5%   104,546        94.0% 6.0% 6,320       79.0% 94.0% 79.0% 94.0% 79.0%   103,434        93.0% 5.8% 6,040       75.5% 93.0% 75.5% 93.0% 75.5%   102,321        92.0% 5.6% 5,760       72.0% 92.0% 72.0% 92.0% 72.0%   101,209        91.0% 5.4% 5,480       68.5% 91.0% 68.5% 91.0% 68.5%   100,097        90.0% 5.2% 5,200       65.0% 90.0% 65.0% 90.0% 65.0%   98,985          89.0% 5.0% 4,920       61.5% 89.0% 61.5% 89.0% 61.5%   97,873          88.0% 4.7% 4,640       58.0% 88.0% 58.0% 88.0% 58.0%   96,761          87.0% 4.5% 4,360       54.5% 87.0% 54.5% 87.0% 54.5%   95,648          86.0% 4.3% 4,080       51.0% 86.0% 51.0% 86.0% 51.0%   94,536          85.0% 4.0% 3,800       47.5% 85.0% 47.5% 85.0% 47.5%   93,424          84.0% 3.8% 3,520       44.0% 84.0% 44.0% 84.0% 44.0%   92,312          83.0% 3.5% 3,240       40.5% 83.0% 40.5% 83.0% 40.5%   91,200          82.0% 3.2% 2,960       37.0% 82.0% 37.0% 82.0% 37.0%   90,087          81.0% 3.0% 2,680       33.5% 81.0% 33.5% 81.0% 33.5%   80% of Budget 88,975          80.0% 2.7% 2,400       30.0% 80.0% 30.0% 80.0% 30.0%   2015 Bonus Scale - Overall Company Performance Business Unit Scale   2015 budget excludes API, includes a $3.0 million contingency and is before bonus expense of $8.4 million.   Individual Performance Scale    





 







   2015 ANNUAL INCENTIVE PLAN         Page 5          Exhibit II      2015 Individual Target Bonus Percentage Chart                                                                  * Effective with the 2015 Annual Incentive Plan, all Regional Vice President/General   Managers of a Business Unit have a target bonus incentive of 50%   Grade Level Target   21 100%   20 60%   19 50%*   19 40%   18 35%   17 30%   16 25%   15 20%   14 15%   13 12.50%   12 10%   11 5%   10  5%   9 and below 3%