Exhibit
10.5

    


    U.S.
CONCRETE, INC.

    


    NON-QUALIFIED
STOCK OPTION AWARD AGREEMENT

     

    This
Award Agreement (this “Agreement”) is made as of __________, 20__ by and between
U.S. Concrete, Inc., a Delaware corporation (the “Company”), and __________ (the
“Optionee”).  For value received, pursuant to the U.S. Concrete, Inc.
Management Equity Incentive Plan (the “Plan”), the Company
hereby grants to the Optionee a nonqualified stock option (the “Option”) to
purchase from the Company up to ____________ shares of Common Stock at a price
per share equal to $_______ (the “Exercise Price”), subject to the following
terms and conditions.  Unless otherwise defined in this Agreement,
capitalized terms used in this Agreement shall have the meanings assigned to
them in the Plan.

     

    1.         Grant
Date    The
Option is granted as of __________, 20__ (the “Grant Date”).

     

    2.         Vesting and
Exercise Subject
to the terms and conditions of this Agreement and the Plan, the Option will
become vested and exercisable as to one-twelfth (1/12) of the shares subject
hereto on each of the first twelve quarterly anniversaries of the Grant Date,
subject to the Optionee’s continued service or employment with the Company or
its Subsidiaries on each applicable vesting date.  There shall be no
proportionate or partial vesting in the periods prior to each vesting date and
all vesting shall occur only on the appropriate vesting date, subject to the
Optionee’s continued service or employment with the Company or its Subsidiaries
on each applicable vesting date.  If an installment of the vesting
would result in a fractional share, that installment will be rounded to the next
higher or lower share by rounding-down for fractions less than one-half and
rounding-up for fractions equal to or greater than one-half, except for the
final installment, which will be for the balance of the underlying
shares.

     

    (b)           Notwithstanding
the foregoing and subject to any additional benefits that may be provided under
any applicable executive severance agreement by and between the Optionee and the
Company in effect on the date hereof (any such agreement, as may be amended from
time to time, is referred to herein as the “Executive Severance
Agreement”), upon a termination of the Optionee’s service or employment
by the Company or its Subsidiaries without Cause, any portion of the Option that
would have become vested and exercisable during the six (6)-month period
following such termination shall become immediately vested and exercisable as of
the date of such termination.

     

    (c)           Unless
earlier terminated in accordance with the terms and provisions of the Plan
and/or this Agreement, the Option will expire on the date that is ten (10) years
following the Grant Date (the “Expiration Date”) and must be exercised, to the
extent vested and exercisable, on or before the Expiration Date.

     

    3.         Restrictions on
Exercise   The
Option may not be exercised unless the Company is satisfied, on the basis of
advice of its counsel, that the exercise will comply with the Securities Act of
1933, as amended, and all other applicable federal and state securities laws, as
they are in effect on the date of exercise.


    
      
         


      

      
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    4.         Termination  
Unless
the Executive Severance Agreement otherwise sets forth, subject to the terms of
the Plan, the Option, to the extent vested at the time of the Optionee’s
termination of service or employment with the Company and its Subsidiaries,
shall remain exercisable as follows:

     

    (a)           General.  Except
as otherwise provided in Sections 4(b) and 4(c) hereof, in the event of
termination of the Optionee’s service or employment with the Company and its
Subsidiaries for any reason, the vested portion of the Option shall remain
exercisable until the earlier of (i) ninety (90) days following the date of such
termination, and (ii) the Expiration Date.

     

    (b)           Termination Without
Cause.  In the event of termination of the Optionee’s service
or employment by the Company or its Subsidiaries without Cause, the vested
portion of the Option shall remain exercisable until the earlier of (i) one (1)
year following the date of such termination, and (ii) the Expiration
Date.

     

    (c)           Termination for
Cause.  In the event of termination of the Optionee’s service
or employment by the Company or its Subsidiaries for Cause or in the event of
the Optionee’s voluntary resignation after an event that would be grounds for a
termination by the Company or its Subsidiaries for Cause, the entire Option
(whether or not vested) shall terminate and expire upon such
termination.

     

    (d)           Treatment of Unvested Option
upon Termination.  Any portion of the Option that is not vested
as of the date of termination of the Optionee’s service or employment by the
Company or its Subsidiaries for any reason (after taking into account any
applicable accelerated vesting provision) shall terminate and expire as of the
date of such termination.

     

    5.         Manner of
Exercise

     

    (a)           The
Optionee may exercise the Option by delivering to the Company a written notice
(an “Exercise Notice”) in such form as the Committee approves, which sets forth
the Optionee’s election to exercise the Option, the number of shares that the
Optionee is purchasing and such other representations and agreements as to the
Optionee’s investment intent and access to information as the Company may
require to comply with applicable securities laws.

     

    (b)           The
Optionee must deliver with any Exercise Notice the full payment of the total
Exercise Price respecting the shares of Common Stock that the Optionee is
purchasing pursuant to that Exercise Notice in cash or, if the Plan so permits
and the Optionee so elects, shares of Common Stock, a combination of cash and
shares of Common Stock, or such other manner as is permitted under Paragraph 10
of the Plan; provided, that:  (i) shares of Common Stock tendered in
payment of the Exercise Price will be valued at Fair Market Value on the date
the Exercise Notice is delivered; and (ii) the Committee will determine the
method for tendering shares of Common Stock in payment of the Exercise
Price.


    
      
         


      

      
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    (c)           The
Company will not issue any shares of Common Stock on the exercise of the Option
unless the Optionee has satisfied any and all applicable federal, state or local
withholding obligations of the Company, and the Company will have the right to
withhold (and the Optionee will have the right to require the Company to
withhold) at the time of that issuance and out of the number of shares of Common
Stock which otherwise would be issued such number of the shares being purchased
(valued at their Fair Market Value on the date of withholding) as it deems
necessary to satisfy all applicable withholding obligations.  The
Optionee may transfer to the Company shares of Common Stock theretofore owned by
the Optionee to satisfy the Company’s applicable withholding obligations on the
exercise of the Option.  If shares of Common Stock are used for this
purpose, those shares will be valued at their Fair Market Value per share as of
the date when the withholding is required to be made.

     

    6.         Compliance With
Laws and Regulations and Tax Matters The
issuance and transfer of the shares of Common Stock subject to the Option will
be subject to compliance by the Company and the Optionee with all applicable
requirements of federal and state laws and with all applicable requirements of
any stock exchange on which the Common Stock may be listed at the time of that
issuance or transfer.

     

    (b)           The
Option is treated as a “nonqualified option” for federal income tax
purposes.  The Optionee acknowledges that the tax consequences
associated with the Option are complex and that the Company has urged the
Optionee to review with the Optionee’s own tax advisors the federal, state and
local tax consequences of the Option.  The Optionee is relying solely
on such advisors and not on any statements or representations of the Company or
any of its Subsidiaries or any of their respective agents.  The
Company does not guarantee any particular tax effect, and the Optionee shall be
solely responsible and liable for the satisfaction of all taxes, penalties and
interest that may be imposed on or for the account of the Optionee in connection
with the Option (including any taxes, penalties and interest under Code
Section 409A), and neither the Company nor any of its Subsidiaries shall
have any obligation to indemnify or otherwise hold the Optionee (or any
authorized transferee or beneficiary) harmless from any or all of such taxes,
penalties or interest. 

     

    7.         Non-Solicitation
and Non-Disclosure    In
consideration for the grant of the Option, the Optionee agrees that the Optionee
will not, during Optionee’s employment or service with the Company or its
Subsidiaries, and for one year thereafter, directly or indirectly, for any
reason, for the Optionee’s own account or on behalf of or together with any
other person, entity or organization (a) call on or otherwise solicit any
natural person who is employed by, or providing services to, the Company or its
Subsidiaries in any capacity with the purpose or intent of attracting that
person from the employ of the Company or its Subsidiaries, or (b) divert or
attempt to divert from the Company or any of its Subsidiaries any customer,
client or business relating to the provision of ready-mixed concrete and related
services.  As further consideration for the grant of the Option, the
Optionee agrees that the Optionee will not at any time, either while employed
by, or providing services to, the Company or any of its Subsidiaries, or at any
time thereafter, make any independent use of, or disclose to any other person
(except as authorized in advance in writing by the Company) any confidential,
nonpublic and/or proprietary information of the Company and its Subsidiaries,
including, without limitation, information derived from reports, work in
progress, codes, marketing and sales programs, customer lists, records of
customer service requirements, cost summaries, pricing formulae, methods of
doing business, ideas, materials or information prepared or performed for, by or
on behalf of the Company or its Subsidiaries.  This Section 7 shall
survive termination of the Option.


    
      
         


      

      
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    8.         Effect of the
Plan   The
Option constitutes an Award in the form of a Nonqualified Option under, and this
Agreement will be deemed for all purposes to constitute an Award Agreement
entered into pursuant to, the Plan, which hereby is incorporated in this
Agreement by this reference, including the provisions thereof relating to the
adjustment of the Exercise Price and other terms of the Option.  In
the event of any conflict between the terms and conditions of this Agreement and
the terms and conditions of the Plan, the terms and conditions of the Plan shall
control.

     

    9.         Nontransferability
of Option   The
Option may not be transferred in any manner other than by will or by the laws of
descent and distribution or pursuant to a domestic relations order as defined in
the Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder.  Any attempt to sell, exchange,
transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any
way the Option, or the levy of any execution, attachment or similar legal
process upon the Option, contrary to the terms and provisions of this Agreement
and/or the Plan shall be null and void and without legal force or
effect.  The terms of the Option will be binding on the respective
executors, administrators, successors and assigns of the parties
hereto.

     

    10.       No Rights as
Stockholder; No Right to Continued Service   The
Optionee shall have no rights as a stockholder with respect to any shares of
Common Stock covered by the Option unless and until the Optionee has become the
holder of record of such shares.  Except as otherwise provided by the
Plan, the Optionee agrees and understands that nothing contained in this
Agreement provides, or is intended to provide, the Optionee with any protection
against potential future dilution of the Optionee’s interest in the Company for
any reason.  Nothing in this Agreement shall interfere with or limit
in any way the right of the Company or its Subsidiaries to terminate the
Optionee’s service or employment at any time, for any reason and with or without
Cause.

     

    11.       Entire Agreement;
Amendment   This
Agreement, together with the Plan, contains the entire agreement between the
parties hereto with respect to the subject matter contained herein, and
supersedes all prior agreements or prior understandings, whether written or
oral, between the parties relating to such subject matter.  The
Committee shall have the right, in its sole discretion, to modify or amend this
Agreement from time to time in accordance with and as provided in the Plan, and
the Company shall give written notice to the Optionee of any such modification
or amendment of this Agreement as soon as practicable after the adoption
thereof; provided, however, that if such modification or amendment would
adversely affect the rights of the Optionee, the Agreement may only be so
modified or amended by a writing signed by both the Company and the
Optionee.


    
      
         


      

      
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    12.       Governing
Law.

     

    This Agreement shall be construed,
interpreted and enforced in accordance with the laws of the State of Delaware
without regard to any applicable conflicts of laws provisions that would result
in the application of the laws of any other jurisdiction.

    


    13.       Severability.

     

    The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, and each other provision of this
Agreement shall be severable and enforceable to the extent permitted by
applicable law.

    


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    IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first written above.

     

    
      
        
          
            
              	 
      	
                      U.S.
      CONCRETE, INC.

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	 
      
	 
      	
                      Name:

                    	 
      
	 
      	 
      	 
      
	 
      	
                      Title:

                    	 
      


            

          

        

      

    

     

    Acceptance

     

    The
Optionee hereby acknowledges receipt of a copy of the Plan, represents that the
Optionee has read and understands the terms and provisions of the Plan and this
Agreement, and accepts the Option, as of the date first written above, subject
to all of the terms and provisions of the Plan and this Agreement.

     

    
      
        
          
            
              
                	 
      	 
      
	 
      	
                        Optionee

                      
	 
      	 
      
	 
      	
                        Print
      Name: 

                      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        Social
      Security No.: 

                      	 
      


              

            

          

        

      

    


    
      
         


      

      
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