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    1      EXECUTIVE SEVERANCE AGREEMENT   FOR    RONNIE PRUITT      This Executive Severance Agreement (“Agreement”), including the attached Exhibit “A,”   which is incorporated herein by reference and made an integral part of this Agreement, is entered   into between U.S. Concrete, Inc., a Delaware corporation (the “Company”), and Ronnie Pruitt   (“Executive”) effective as of October 26, 2015 (the “Effective Date”). In consideration of the   mutual agreements, provisions and covenants contained herein, and intending to be legally   bound hereby, the Company and Executive agree as follows:   1. Termination   1.1 Termination by the Company.  The Company may terminate Executive’s   employment for any of the following reasons:   a. Termination for Cause.  For “Cause” upon the determination by a majority   of the Company’s Board of Directors that “Cause” exists to terminate Executive’s employment.    “Cause” means (i) Executive’s gross negligence, willful misconduct, or willful neglect in the   performance of the material duties and services of Executive to the Company in his current   Position (as set forth on Exhibit “A” or any Position to which Executive has been promoted   (provided Executive has accepted such promotion)); (ii) Executive’s final conviction of a felony   by a trial court, or Executive’s entry of a plea of nolo contendere to a felony charge; (iii) any   criminal indictment of Executive relating to an event or occurrence for which Executive was   directly responsible which, in the business judgment of a majority of the Company’s Board of   Directors, exposes the Company to ridicule, shame or business or financial risk; or (iv) a material   breach by Executive of any material provision of this Agreement.  If the Company terminates   Executive’s employment for Cause, Executive shall be entitled only to Executive’s (a) pro rata   Monthly Base Salary (as defined in Exhibit “A”) through the date of such termination, and (b)   unused vacation days for the year in which Executive’s termination occurs (the “Accrued   Payment”).  All future compensation and benefits, other than benefits to which Executive is   entitled under the terms of the Company’s compensation and/or benefit plans or applicable law,   shall cease as of the date of such termination.  In the case of a termination for Cause under   subpart (i) above, (a) all stock options previously granted by the Company to Executive that are   vested on the date of termination for Cause shall, notwithstanding any contrary provision of any   applicable plan or agreement covering any such stock option awards, remain outstanding and   continue to be exercisable for a period of 30 days following the date of termination for Cause (or,   if earlier, the expiration of their term), (b) all stock options previously granted by the Company   to Executive that are not vested on the date of termination for Cause shall terminate immediately   and (c) all restricted stock, restricted stock units and other awards that have not vested prior to   the date of termination for Cause shall be cancelled immediately.  In the case of a termination for   Cause under subparts (ii), (iii) or (iv) above, (y) all stock options previously granted by the   Company to Executive (whether or not vested) shall terminate immediately and (z) all restricted   stock, restricted stock units and other awards that have not vested prior to the date of termination   for Cause shall be cancelled immediately.     





 







    2      b. Involuntary Termination.  Without Cause at the Company’s option at any   time, with or without notice and for any reason whatsoever, other than death, Disability or for   Cause, in the sole discretion of the Company (“Involuntary Termination”).  Upon an Involuntary   Termination, Executive shall receive all of the following severance benefits (provided, however,   that, in the event of an Involuntary Termination in circumstances in which the provisions of   Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):   (i) a lump sum payment in cash (in accordance with Section 4.11)   equal to the Monthly Base Salary in effect on the date of Involuntary Termination   multiplied by 12;   (ii) a lump-sum payment in cash (in accordance with Section 4.11)   equal to the amount of (a) Executive’s target bonus for the bonus year in which   Executive’s Involuntary Termination occurs, prorated based on the number of days in the   bonus year that have elapsed prior to the date of Involuntary Termination, and (b)   Executive’s Accrued Payment.   (iii) provided that Executive is eligible for and timely elects to receive   group medical continuation coverage under COBRA, the Company will pay 100% of   applicable medical continuation premiums for the benefit of Executive (and his covered   dependents as of the date of his termination, if any) under Executive’s then-current plan   election for 18 months after termination, with such coverage to be provided under the   closest comparable plan as offered by the Company from time to time; and   (iv) fifty percent (50%) of all stock options, restricted stock awards,   restricted stock units and similar equity awards granted to Executive by the Company   prior to the date of termination (collectively, the “Outstanding Equity Awards”) that   would otherwise have vested during the twelve month period following the date of   Involuntary Termination if such termination had not occurred shall immediately vest and   become exercisable on the date of termination.   (v) The remaining portion of all Outstanding Equity Awards, if any,   which is unvested on the date of Involuntary Termination shall be forfeited and canceled   in its entirety upon the date of Involuntary Termination.    (vi) Each Outstanding Equity Award which is or becomes vested and   exercisable on the date of Involuntary Termination shall remain outstanding and   exercisable until the earlier of (a) the expiration of the twelve month period which   commences on the date of Involuntary Termination and (b) the expiration date of the   original term of the Outstanding Equity Award.   c. Death/Disability.  Upon Executive’s (i) death, or (ii) Disability.  For   purposes of this Agreement, “Disability” means if Executive becomes physically or mentally   incapacitated and is therefore unable for a period of one hundred twenty (120) consecutive days   or one-hundred eighty (180) days during any one (1) year period to perform his duties with   substantially the same level of quality as immediately prior to such incapacity.  Upon termination   of employment due to such death or Disability, Executive or Executive’s heirs shall be entitled to     





 







    3      receive all severance benefits described in Section 1.1.b. as if Executive’s employment ended   due to an Involuntary Termination by the Company as of the date of death or Disability.    Additionally, each Outstanding Equity Award which is (i) vested and exercisable on the date of   termination due to death or Disability shall remain outstanding and exercisable until the earlier of   (a) the expiration of the twelve month period which commences on the date of such termination   and (b) the expiration date of the original term of the Outstanding Equity Award, and (ii)   unvested on the date of termination due to death or Disability shall be forfeited and canceled in   its entirety upon the date of such termination.   1.2 Termination by Executive. Executive may terminate Executive’s employment   for any of the following reasons:   a. Termination for Good Cause.  For “Good Cause”, which shall mean the   occurrence of any of the following events, without Executive’s consent: (i) a material diminution   in Executive’s then current Monthly Base Salary, (ii) a material change in the location of   Executive’s principal place of employment by the Company from the “Location” set out on   Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit   “A” or any title or Position to which Executive has been promoted, (iv) any material diminution   of Executive’s authority, duties, or responsibilities from those commensurate and consistent with   the character, status and dignity appropriate to Executive’s Position or any title or Position to   which Executive has been promoted (provided, however, that if at any time Executive ceases to   have such duties and responsibilities as are commensurate and consistent with his Position that   are associated with a publicly traded company because the Company ceases to have any   securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or   ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934,   as amended, then Executive’s authority, duties and responsibilities will not be deemed to have   been materially diminished solely due to the cessation of such publicly-traded company duties   and responsibilities), or (v) any material breach by the Company of any material provision of this   Agreement, which in the case of any of (i) through (v) above remains uncorrected by the   Company for 30 days following Executive’s written notice to the Company of Good Cause.    Executive must provide such written notice to the Company of Good Cause within 60 days of the   initial existence of such specified event alleged to constitute Good Cause.  Executive shall not be   entitled to terminate his employment for Good Cause with respect to specified events unless   Executive tenders resignation for Good Cause within 30 days of the Company’s failure to cure.   Upon Executive’s termination of employment for Good Cause, Executive shall receive all   severance benefits and equity treatment described in Section 1.1.b. as if Executive’s employment   ended due to an Involuntary Termination by the Company (provided, however, that, in the event   of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would   be applicable, the provisions of Section 1.3 will instead apply).   b. Voluntary Termination.  For any other reason whatsoever, in Executive’s   sole discretion, upon thirty (30) days advance written notice to the Company.  Upon such   voluntary termination by Executive for any reason other than Good Cause (a “Voluntary   Termination”), all of Executive’s future compensation and benefits, other than benefits to which   Executive is entitled under the terms of the Company’s compensation and/or benefit plans or   applicable law, shall cease as of the date of Voluntary Termination, and Executive shall be   entitled only to the Accrued Payment.  In the case of a Voluntary Termination, (i) all stock     





 







    4      options previously granted by the Company to Executive that are vested on the date of Voluntary   Termination will remain outstanding and continue to be exercisable by Executive until 90 days   after the date of Voluntary Termination (or, if earlier, the expiration of their term), and (ii) all   Outstanding Equity Awards that have not vested prior to the date of Voluntary Termination shall   be cancelled immediately.   1.3 Termination Following Change In Control.  In the event a Change in Control (as   defined herein) occurs and within one year after the date of the Change in Control either (a)   Executive terminates his employment for Good Cause or (b) the Company or any successor   (whether direct or indirect and whether by purchase, merger, consolidation, share exchange or   otherwise) to substantially all of the business, properties and/or assets of the Company makes an   Involuntary Termination of Executive’s employment, then in either case the Company or its   successor shall be required to provide Executive, and Executive shall receive, all of the following   Change in Control benefits:   (i) a lump sum payment in cash equal to (a) the sum of (I) Executive’s   Monthly Base Salary in effect on the termination date multiplied by 12, and (II) the   amount of Executive’s full target bonus for the bonus year in which termination occurs,   multiplied by (b) the Change in Control Multiplier described on Exhibit “A”, payable on   the termination date (subject to Section 4.11);   (ii) a lump-sum payment in cash (in accordance with Section 4.11)   equal to the Accrued Payments;   (iii) provided that Executive is eligible for and timely elects to receive   group medical continuation coverage under COBRA, the Company will pay 100% of   applicable medical continuation premiums for the benefit of Executive (and his covered   dependents as of the date of his termination, if any) under Executive’s then-current plan   election for 18 months after termination, with such coverage to be provided under the   closest comparable plan as offered by the Company from time to time; and   (iv) all stock options, restricted stock awards, restricted stock units and   similar awards granted to Executive by the Company prior to the termination date shall   be treated in accordance with Section 3.2.   1.4 Offset.  In all cases, the compensation and benefits payable to Executive under   this Agreement upon termination of Executive’s employment shall be offset by any undisputed   amounts that Executive then owes to the Company.  Notwithstanding the foregoing, an offset   may apply to compensation or benefits under this Agreement only at the time when the   compensation or benefits otherwise would have been paid under this Agreement.   1.5 One Recovery.  In the event of termination of Executive’s employment, Executive   shall be entitled, if at all, to only one set of severance benefits or Change in Control benefits, as   applicable, provided in this Agreement.   1.6 Certain Obligations Continue.  Upon termination of Executive’s employment, all   rights and obligations of Executive and the Company or its successor under this Agreement shall   cease as of the effective date of termination except that (i) Executive’s obligations under Article     





 







    5      2 and Sections 4.1 and 4.4 of this Agreement and the Company’s or its successor’s obligations   under Article 3 and Sections 1.1, 1.2, 1.3, 2.6, 4.1 and 4.4 and the Company’s or its successor’s   obligations to provide any severance benefits or Change in Control benefits to Executive shall   survive such termination in accordance with their terms, and (ii) Executive shall be entitled to   receive all compensation (including bonus) earned and benefits and reimbursements due through   the effective date of termination as provided herein.   1.7 Notice of Termination.  Any termination of Executive’s employment shall be   communicated by Notice of Termination to the non-terminating party, given in accordance with   this Agreement.  For purposes of this Agreement, “Notice of Termination” means a written   notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii)   sets forth in reasonable detail the facts and circumstances claimed to provide a basis for   termination of Executive’s employment under the provision so indicated, and (iii) specifies the   termination date, if such date is other than the date of receipt of such notice.   2. Confidential Information; Post-Employment Obligations   2.1 Company Property.  All written materials, records, data, and other documents   prepared by Executive during Executive’s employment by the Company are Company property.    All information, ideas, concepts, improvements, discoveries, and inventions that are conceived,   made, developed, or acquired by Executive individually or in conjunction with others during   Executive’s employment (whether during business hours and whether on the Company’s   premises or otherwise) which relate to the Company’s business, products, or services are the   Company’s sole and exclusive property.  All memoranda, notes, records, files, correspondence,   drawings, manuals, models, specifications, computer programs, maps, and all other documents,   data, or materials of any type embodying such information, ideas, concepts, improvements,   discoveries, and inventions are the Company’s property.  At the termination of Executive’s   employment with the Company for any reason, Executive shall return all of the Company’s   documents, data, or other Company property, including all copies, to the Company.   2.2 Confidential Information; Non-Disclosure.     a. Executive acknowledges that the business of the Company and its   Affiliates is highly competitive and that the Company will provide Executive with access to   Confidential Information relating to the business of the Company and its Affiliates.    “Confidential Information” means and includes the Company’s and its Affiliates’ 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     





 







    6      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 Affiliates; bids or   proposals submitted to any third party; technologies and methods; training methods and training   processes; organizational structure; personnel information, including salaries of personnel;   payment amounts or rates paid to consultants or other service providers; and other such   confidential or proprietary information.  Executive acknowledges that this Confidential   Information constitutes a valuable, special, and unique asset used by the Company and its   Affiliates in its businesses to obtain a competitive advantage over its competitors.  Executive   further acknowledges that protection of such Confidential Information against unauthorized   disclosure and use is of critical importance to the Company in maintaining its competitive   position.  Executive also will have access to, or knowledge of, Confidential Information of third   parties, such as actual and potential customers, suppliers, partners, joint venturers, investors,   financing sources and the like, of the Company.  The Company also agrees to provide Executive   with access to Confidential Information and specialized training regarding the Company’s and its   Affiliates’ methodologies and business strategies, which will enable Executive to perform his job   at the Company.   b. Executive agrees that Executive will not, at any time during or after   Executive’s employment with the Company, make any disclosure of any Confidential   Information or specialized training of the Company, or make any use thereof without the express   advance written consent of the Company, except in carrying out his employment responsibilities   hereunder.  Executive also agrees to preserve and protect the confidentiality of third party   Confidential Information to the same extent, and on the same basis, as the Company’s   Confidential Information.  Nothing in this Section 2.2 is intended to prohibit Executive from   complying with any court order, lawful subpoena or governmental request for information,   provided that Executive notifies the Company promptly upon the receipt of any such order,   subpoena or request and before the date of required compliance.   2.3 Non-Competition Obligations.  The Company agrees to and shall provide   Executive with immediate access to Confidential Information.  Ancillary to the rights and   severance benefits provided to Executive, the Company’s provision of Confidential Information   and specialized training to Executive, and Executive’s agreement not to disclose Confidential   Information, and in order to protect the Confidential Information described above, the Company   and Executive agree to the following non-competition provisions.  Executive agrees that during   Executive’s employment with the Company and for the “Period of Post-Employment Non-   Competition Obligations” set forth in Exhibit “A,” Executive will not, directly or indirectly, for   Executive or for any other person or entity, in the “Geographic Region of Responsibility”   described on Exhibit “A” (or, if Executive’s Geographic Region of Responsibility has changed,   in any and all geographic regions in which Executive has devoted substantial attention at such   location to the material business interest of the Company and its Affiliates during the 12-month   period immediately preceding Executive’s termination of employment), engage in, assist, or have   any active interest or involvement, whether as an employee, agent, consultant, creditor, advisor,   officer, director, stockholder (excluding holdings of 2% or less of the stock of a public   company), partner, proprietor, or any type of principal whatsoever in any person, firm, business     





 







    7      or other entity that generates more than 10% of its annual revenue from the sale of any concrete-   related products and services that the Company or its Affiliates offers, then has plans to offer, or   has offered in the preceding 12-month period, including, but not limited to, ready-mixed   concrete, pre-cast concrete or related building materials or services such as proportioned mix   design services, concrete mold engineering or design services, rebar, mesh, color additives,   curing compounds, grouts, wooden forms, or similar products or services, whether at wholesale   or retail (a “Competing Business”).  Executive understands that the foregoing restrictions may   limit Executive’s ability to engage in certain businesses in the geographic region and during the   period provided for above, but acknowledges that these restrictions are necessary to protect the   Confidential Information the Company has provided to Executive.   2.4 Non-Solicitation of Customers.  During Executive’s employment with the   Company and for the Period of Post-Employment Non-Competition Obligations, Executive will   not call on, service, or solicit Competing Business from clients or customers of the Company or   its affiliated entities whom that Executive, within the previous 24 months, (i) provided services   to, worked with, solicited or had or made contact with, or (ii) had access to information and files   concerning.   2.5 Non-Solicitation of Employees.  During Executive’s employment with the   Company, and for the Period of Post-Employment Non-Competition Obligations, Executive will   not, either directly or indirectly, call on, solicit, or induce any other employee or officer of the   Company or its affiliated entities whom Executive had contact with, knowledge of, or   association with in the course of employment with the Company to terminate his employment,   and will not assist any other person or entity in such a solicitation.   2.6 Early Resolution Conference/Arbitration.  The parties are entering into this   Agreement with the express understanding that this Agreement is clear and fully enforceable as   written.  If Executive ever decides to contend that any restriction on activities imposed by Article   2 of this Agreement is no longer enforceable as written or does not apply to an activity in which   Executive intends to engage, Executive first will notify the Company’s Chief Executive Officer   and its General Counsel in writing and meet with a Company representative at least 14 days   before engaging in any activity that foreseeably could fall within the questioned restriction to   discuss resolution of such claims (an “Early Resolution Conference”).  Should the parties not be   able to resolve disputes at the Early Resolution Conference, the parties agree to use confidential,   binding arbitration to resolve the disputes.  The arbitration shall be conducted in Dallas, Texas,   in accordance with the then-current employment arbitration rules of the American Arbitration   Association, before an arbitrator licensed to practice law in Texas.  Each party shall bear its own   costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection   with any dispute and/or arbitration arising out of or relating to this Agreement; provided,   however, that the parties agree that the arbitrator, in the arbitrator’s discretion, may award a   prevailing party, a reasonable attorney’s fee, including arbitration expenses and costs.  Either   party may seek a temporary restraining order, injunction, specific performance, or other   equitable relief regarding the provisions of this Section if the other party fails to comply with   obligations stated herein.  The parties’ agreement to arbitrate applies only to the matters subject   to an Early Resolution Conference.     





 







    8      2.7 Warranty and Indemnification.  Executive warrants that Executive is not a party   to any restrictive agreement limiting Executive’s activities in his employment by the Company.    Executive further warrants that at the time of the signing of this Agreement, Executive knows of   no written or oral contract or of any other impediment that would inhibit or prohibit employment   with the Company, and that Executive will not knowingly use any trade secret, confidential   information, or other intellectual property right of any other party in the performance of   Executive’s duties hereunder.  Executive shall hold the Company harmless from any and all suits   and claims arising out of any breach of such restrictive agreement or contracts.   2.8 Modification.  Executive and the Company agree that if the scope or   enforceability of a restrictive covenant described in this Article 2 is disputed, the arbitrator or   court with competent jurisdiction may modify and enforce the covenant to the extent that it   determines the covenant to be reasonable.   3. Change in Control   3.1 Definitions.   a. For purposes of this Agreement, a “Change in Control” shall be deemed to   have occurred on the earliest of any of the following dates:   (i) the date the Company merges or consolidates with any other   person or entity, and the voting securities of the Company outstanding immediately prior   to such merger or consolidation do not continue to represent (either by remaining   outstanding or by being converted into voting securities of the surviving entity) more   than 50% of the total voting power of the voting securities of the Company or such   surviving entity outstanding immediately after such merger or consolidation;   (ii) the date the Company sells all or substantially all of its assets to   any other person or entity;   (iii) the date the Company is dissolved;   (iv) the date any person or entity together with its Affiliates (as defined   herein) becomes, directly or indirectly, the Beneficial Owner (as defined herein) of voting   securities representing more than 50% of the total voting power of all then outstanding   voting securities of the Company; or   (v) the date the individuals who constituted the non-employee   members of the Company’s Board of Directors (“Incumbent Board”) as of the Effective   Date cease for any reason to constitute at least a majority of the non-employee members   of the Board, provided that for purposes of this clause (v) any person becoming a director   of the Company whose election or nomination for election by the Company’s   stockholders was approved by a vote of at least 80% of the directors comprising the   Incumbent Board then still in office (or whose election or nomination was previously so   approved) shall be, for purposes of this clause (v), considered as though such person were   a member of the Incumbent Board;     





 







    9      provided, however, that notwithstanding anything to the contrary contained in clauses (i) - (v), a   Change in Control shall not be deemed to have occurred in connection with any bankruptcy or   insolvency of the Company, or any transaction in connection therewith.   b. As used in this Agreement, the following terms are defined as follows:   (i) “Affiliate” shall mean, with respect to any person or entity, any   person or entity that, directly or indirectly, Controls, is Controlled by, or is under   common Control with such person or entity in question.  For the purposes of the   definition of Affiliate, “Control” (including, with correlative meaning, the terms   “Controlled by” and “under common Control with”) as used with respect to any person or   entity, shall mean the possession, directly or indirectly, of the power to direct or cause the   direction of the management and policies of such person or entity whether through the   ownership of voting securities or by contract or otherwise;   (ii) “Beneficial Owner” has the meaning ascribed to it pursuant to Rule   13d-3 under the Securities Exchange Act of 1934; and   (iii) “Parent” means a corporation, partnership, trust, limited liability   company or other entity that is the ultimate Beneficial Owner of more than 50% of the   Company’s or its successor’s outstanding voting securities.   3.2 Vesting of Awards.     a. All stock options, restricted stock awards, restricted stock units and similar   equity awards granted to Executive by the Company prior to the date of a Change in Control   shall, notwithstanding any contrary provision of any applicable plan or agreement covering any   such stock options, restricted stock awards, restricted stock units or similar awards, fully vest and   become exercisable in full upon the consummation of such Change in Control and shall remain   outstanding and in effect in accordance with their terms, and any restrictions, forfeiture   conditions or other conditions or criteria applicable to any such awards shall lapse immediately   upon the consummation of such Change in Control.  Notwithstanding the foregoing, any such   award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the   “Code”) and the Treasury Regulations promulgated thereunder (and such other Treasury or   Internal Revenue Service guidance) as in effect from time to time (“Section 409A”) shall only   fully vest and become exercisable in full immediately upon a “change in ownership or effective   control” as defined in Section 409A that also constitutes a Change in Control as defined in   Section 3.1 above.  Subject to Section 3.2(b) below, Executive may exercise any such stock   options or other exercisable awards at any time before the expiration of their term.   b. Notwithstanding anything in Section 3.2(a) to the contrary, in the event of   a Change in Control, the Company may, in its sole discretion, provide for the cancellation upon   the consummation of such Change in Control of all outstanding stock options, restricted stock   awards, restricted stock units and similar equity awards granted to Executive by the Company   prior to the date of such Change in Control, whether or not vested and exercisable, and a   payment in cash, property, or a combination thereof, will be made to Executive within ten (10)   days after the consummation of the Change in Control in an amount equal to (a) in the case of     





 







    10      stock options and similar appreciation awards, the excess, if any, of (i) the per share   consideration received by a shareholder of the Company’s capital stock in connection with the   Change in Control (the “Change in Control Price”) over (ii) the exercise price or purchase price   per share, if any, of the underlying award, multiplied by the number of unexercised shares   subject to such equity award, and (b) in the case of restricted stock awards, restricted stock units   and similar full-value equity awards, the Change in Control Price multiplied by the number of   shares subject to such equity award.  If the Change in Control Price is less than the exercise price   or purchase price of a stock option or similar equity award, such stock option or similar equity   award will be automatically cancelled with no payment therefor.   3.3 Section 280G Cutback.  Anything in this Agreement to the contrary   notwithstanding, in the event it shall be determined that any payment or distribution by the   Company or its successor to or for the benefit of Executive, whether paid or payable or   distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”),   would be subject to the excise tax imposed by Section 4999 of the Code (such excise tax,   together with any interest thereon, any penalties, additions to tax, or additional amounts with   respect to such excise tax, and any interest in respect of such penalties, additions to tax or   additional amounts, being collectively referred herein to as the “Excise Tax”), then if the   aggregate of all Payments that would be subject to the Excise Tax, reduced by all Federal, state   and local taxes applicable thereto, including the Excise Tax is less than the amount Executive   would receive, after all such applicable taxes, if Executive received Payments equal to an amount   which is $1.00 less than three times the Executive's “base amount”, as defined in and determined   under Section 280G of the Code, then, such Payments shall be reduced or eliminated to the   extent necessary so that the aggregate Payments received by Executive will not be subject to the   Excise Tax.  If a reduction in the Payments is necessary, reduction shall occur in the following   order: first, a reduction of cash payments not attributable to equity awards which vest in an   accelerated basis; second, a reduction in any other cash amount payable to Executive; third, the   reduction of any employee benefit valued as a “parachute payment” (as defined in Section 280G   of the Code); and fourth, the cancellation of accelerated vesting of stock awards.  If acceleration   of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be   cancelled in the reverse order of the date of grant of Executive's stock awards.  All   determinations made under this Section 3.3 and the assumptions to be utilized in arriving at such   determinations shall be made by a registered public accounting firm designated by Executive and   reasonably acceptable to the Company (the “Accounting Firm”).  All fees and expenses of the   Accounting Firm shall be borne solely by the Company or its successor.     4. Miscellaneous   4.1 Statements about the Company or Executive.  Except as may be required to   comply with a court order, lawful subpoena or governmental request for information, Executive   and the Company shall refrain, both during and after Executive’s employment, from publishing   any oral or written statements about the other that are disparaging, slanderous, libelous, or   defamatory, or that disclose private or confidential information about their business affairs.   4.2 Notices.  Notices and all other communications hereunder shall be in writing and   shall be deemed to have been duly given when personally delivered or when mailed by United   States registered or certified mail.  Notices to the Company shall be sent to its President and its     





 







    11      Secretary at: U.S. Concrete, Inc., 331 N. Main Street, Euless, Texas 76039.  Notices and   communications to Executive shall be sent to the address Executive most recently provided in   writing to the Company.   4.3 No Waiver.  No failure by either party at any time to give notice of any breach by   the other party of, or to require compliance with, any condition or provision of this Agreement   shall be deemed a waiver of any provisions or conditions of this Agreement.   4.4 Mediation.  If a dispute arises out of or relates to Executive’s termination, other   than a dispute regarding Executive’s obligations under Article 2, and if the dispute cannot be   settled through direct discussions, then the Company and Executive agree to try to settle the   dispute in an amicable manner by confidential mediation before having recourse to any other   proceeding or forum.   4.5 Governing Law.  This Agreement shall be deemed to be made in the State of   Delaware, and the validity, interpretation, construction, and performance of this Agreement in all   respects shall be governed by the laws of the State of Delaware without regard to its principles of   conflicts of law.  No provision of this Agreement or any related document will be construed   against or interpreted to the disadvantage of any party hereto by any court or other governmental   or judicial authority by reason of such party having or being deemed to have structured or drafted   such provision.   4.6 Consent to Jurisdiction; Waiver of Jury Trial.     a. Except as otherwise specifically provided herein, Executive and the   Company each hereby irrevocably submits to the exclusive jurisdiction of the United States   District Court for the District of Delaware (or, if subject matter jurisdiction in that court is not   available, in any state court located within Wilmington, Delaware) over any dispute arising out of   or relating to this Agreement.  Except as otherwise specifically provided in this Agreement, the   parties undertake not to commence any suit, action or proceeding arising out of or relating to this   Agreement in a forum other than a forum described in this Section 4.6; provided, however, that   nothing herein shall preclude the Company or Executive from bringing any suit, action or   proceeding in any other court for the purposes of enforcing the provisions of this Section 4.6 or   enforcing any judgment obtained by the Company.   b. The agreement of the parties to the forum described in Section 4.6(a) is   independent of the law that may be applied in any suit, action, or proceeding and the parties agree   to such forum even if such forum may under applicable law choose to apply non-forum law.  The   parties hereby waive, to the fullest extent permitted by applicable law, any objection which they   now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or   proceeding brought in an applicable court described in Section 4.6(a), and the parties agree that   they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for   leave from any such court.  The parties agree that, to the fullest extent permitted by applicable   law, a final and non-appealable judgment in any suit, action or proceeding brought in any   applicable court described in Section 4.6(a) shall be conclusive and binding upon the parties and   may be enforced in any other jurisdiction.     





 







    12      c. The parties hereto irrevocably consent to the service of any and all process   in any suit, action or proceeding arising out of or relating to this Agreement by the mailing of   copies of such process to such party at such party’s address specified in Section 4.2.   d. Each party hereto hereby waives, to the fullest extent permitted by   applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding   arising out of or relating to this Agreement.  Each party hereto (i) certifies that no representative,   agent or attorney of any other party has represented, expressly or otherwise, that such party would   not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii)   acknowledges that it and the other party hereto has been induced to enter into this Agreement by,   among other things, the mutual waiver and certifications in this Section 4.6(d).   e. Each party shall bear its own costs and expenses (including reasonable   attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to   this Agreement.   4.7 Assignment.  This Agreement shall be binding upon and inure to the benefit of   and be enforceable by the parties hereto and their respective heirs, legal representatives,   successors and permitted assigns.  The Company may assign this Agreement to any affiliated   entity.  Executive’s rights and obligations under this Agreement are personal, and they shall not   be assigned or transferred without the Company’s prior written consent otherwise than by will or   the laws of descent and distribution.  The Company will require any successor (direct or indirect   and whether by purchase, merger, consolidation, share exchange or otherwise) to substantially all   of the business, properties and assets of the Company expressly to assume and agree to perform   this Agreement in the same manner and to the same extent the Company would have been   required to perform it had no succession taken place.   4.8 Other Agreements/Entire Agreement.  This Agreement shall supersede any and all   existing oral or written agreements, representations or warranties between Executive and the   Company or any of its Affiliates relating to the terms of Executive’s termination by the   Company or any of its Affiliates.  This Agreement (including Exhibit “A” attached hereto, which   is incorporated herein by reference and made an integral part of this Agreement) constitutes the   entire agreement of the parties with respect to the subject matters of this Agreement.  Any   modification of this Agreement (including without limitation to Exhibit “A”) will be effective   only if it is in writing and signed by each party.  Executive is also a party to that certain   Indemnification Agreement, dated October 26, 2015, between Executive and the Company (the   “Indemnification Agreement”).  Nothing in this Agreement is intended to alter or amend the   terms or effect of the Indemnification Agreement, which shall remain in effect in accordance   with its terms, notwithstanding the execution or termination of this Agreement.   4.9 Invalidity.  Should any provision(s) in this Agreement be held by a court of   competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall be   unaffected and shall continue in full force and effect, and the invalid, void or unenforceable   provision(s) shall be deemed not to be part of this Agreement.   4.10 Withholding.  All payments required to be made to Executive pursuant to this   Agreement shall be subject to the withholding of amounts relating to income and employment     





 







    13      taxes and other customary employee deductions in conformity with the Company’s payroll   policies in effect from time to time.   4.11 Time of Payments and Section 409A.     a. All amounts payable under Sections 1.1.b, 1.2.a and 1.3 of this Agreement   shall be paid only after Executive’s timely execution, without revocation, of a waiver and general   release of claims in favor of the Company, its subsidiaries and Affiliates, and their respective   predecessors and successors, and all of the respective current or former directors, officers,   employees, shareholders, partners, members, agents or representatives of any of the foregoing, in   a form satisfactory to the Company.  The Company shall provide the aforementioned release to   Executive within 10 days following the date of Executive’s termination of employment.    Executive’s execution of the release shall be considered timely only if the release is executed and   returned to the Company by the deadline specified by the Company, which deadline shall not be   earlier than the 21st day following the date the release is provided to Executive nor later than the   55th day following the date of termination of Executive’s employment.  If Executive has timely   returned the executed release and the revocation period has expired, the amounts payable under   Sections 1.1.b, 1.2.a and 1.3 of this Agreement, to the extent payable in a lump sum, shall be   paid on the 65th day following the date of Executive’s termination of employment.   b. The parties intend that any amounts payable hereunder that could   constitute “deferred compensation” within the meaning of Section 409A will be compliant with   Section 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be   interpreted to be in compliance therewith.  With respect to the time of payments of any amounts   under this Agreement that are “deferred compensation” subject to Section 409A, references in   this Agreement to “termination of employment” (and substantially similar phrases) shall mean   “separation from service” within the meaning of Section 409A.  For purposes of Section 409A,   each of the payments that may be made under this Agreement are designated as separate   payments for purposes of Treasury Regulations Section 1.409A-1(b)(4)(i)(F), 1.409A-1(b)(9)(iii)   and 1.409A-1(b)(9)(v)(B).     c. Notwithstanding anything in this Agreement to the contrary, if Executive   is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) and   Executive is not “disabled” within the meaning of Section 409A(a)(2)(C), no payments   hereunder to be made in connection with a    “separation from service” that are “deferred compensation” subject to Section 409A shall be   made to Executive prior to the date that is six (6) months after the date of  Executive’s   “separation from service” (as defined in Section 409A) or, if earlier, Executive’s date of death.    This Section 4.11 shall be applied by accumulating all payments that otherwise would have been   paid within six months of Executive’s termination and paying such accumulated amounts in a   single lump sum on the earliest date permitted under Section 409A that is also a business day.    Executive shall be a “specified employee” for the twelve-month period beginning on April 1 of a   year if Executive is a “key employee” as defined in Section 416(i) of the Code (without regard to   Section 416(i)(5)) as of December 31 of the preceding year or using such dates as designated by   the Company in accordance with Section 409A and in a manner that is consistent with respect to   all of the Company’s nonqualified deferred compensation plans, if any.  For purposes of     





 







    14      determining the identity of specified employees, the Company may establish procedures as it   deems appropriate in accordance with Section 409A.   d. For the avoidance of doubt, it is intended that any indemnification   payment or expense reimbursement made hereunder shall be exempt from Section 409A.      Notwithstanding the foregoing, if any indemnification payment or expense reimbursement made   hereunder shall be determined to be “deferred compensation” within the meaning of   Section 409A, then (i) the amount of the indemnification payment or expense reimbursement   during one taxable year shall not affect the amount of the indemnification payments or expense   reimbursement during any other taxable year, (ii) the indemnification payments or expense   reimbursement shall be made on or before the last day of Executive’s taxable year following the   year in which the expense was incurred, and (iii) the right to indemnification payments or   expense reimbursement hereunder shall not be subject to liquidation or exchange for another   benefit.   4.12 Headings.  The Article and Section headings contained in this Agreement are for   reference purposes only and shall not affect in any way the meaning or interpretation of this   Agreement.   4.13 Counterparts.  This Agreement may be executed in any number of counterparts   and by the parties hereto in separate counterparts, each of which when so executed shall be   deemed to be an original and all of which taken together shall constitute one and the same   agreement.   IN WITNESS WHEREOF, the Company and Executive have executed this Agreement in   multiple originals to be effective on the Effective Date.      Ronnie Pruitt  (“Executive”)      U.S. Concrete, Inc. (the “Company”)   By: /s/ Ronnie Pruitt By: /s/ Mark B. Peabody     Printed Name: Mark B. Peabody   Date: October 26, 2015 Title: Vice President, Human Resources    Date: October 26, 2015        





 







    15   EXHIBIT “A”    TO EXECUTIVE SEVERANCE AGREEMENT BETWEEN   U.S. CONCRETE AND RONNIE PRUITT      Position:      Sr. Vice President & Chief Operating Officer   Location: Euless, Texas   Geographic Region of Responsibility: During Executive’s employment with the   Company, within 75 miles of any plant or other   operating facility in which the Company is   then engaged in business.  Upon termination of   Executive’s employment with the Company,   within 75 miles of any plant or other operating   facility in which the Company was engaged in   business on the date immediately prior to   Executive’s termination.   Change in Control Multiplier: 2   Period of Post-Employment   Non-Competition Obligations:   If Executive’s employment is terminated under   Section 1.1 or 1.2, the Period of Post-   Employment Non-Competition Obligations   shall be one year from the date of termination.    If Executive’s employment is terminated under   Section 1.3, the Period of Post-Employment   Non-Competition Obligations shall commence   on the date of termination and continue for   period of time equal to (a) 12 months   multiplied by (b) the Change in Control   Multiplier.   Annual Base Salary: $365,000 or such higher rate as may be   determined by the Company from time to time   Annual Paid Vacation: Four weeks