Exhibit 10.01

      


      SECOND AMENDMENT
TO

      EXECUTIVE SEVERANCE
AGREEMENT

      


      This
Amendment (the “Amendment”) is made
as of August 31, 2009 (the “Effective Date”),
between U.S. Concrete, Inc., a Delaware corporation (“U.S. Concrete”) and
Terry Green (“Executive”).

      


      WHEREAS, U.S. Concrete and
Executive entered into an Executive Severance Agreement dated as of July 31,
2007, as amended (collectively, the “Agreement”), and
desire to further amend the Agreement as provided herein.

      


      NOW, THEREFORE, in
consideration of the mutual agreements and covenants contained herein and other
good, valuable and sufficient consideration, the parties hereto agree as
follows:

      


      1.           Interim
Dallas/Ft. Worth General Manager.

      


      (a.)           U.S.
Concrete and Executive mutually agree that Executive will immediately take over
as the interim General Manager of U.S. Concrete’s Dallas/Ft. Worth operations
(the “Interim
Period”). The Interim Period shall terminate upon the earlier of: (a)
U.S. Concrete providing Executive with notice of termination of the Interim
Period; and (b) July 1, 2010, which may be extended upon the mutual consent of
both parties.

      


      (b.)           During
the Interim Period, Executive’s current Monthly Base Salary and benefits will
remain unchanged. Executive will receive an $800.00 per month per diem to cover
expenses while living in the Dallas/Ft. Worth Metroplex on this temporary
assignment.

      


      (c.)           During
the Interim Period, Executive’s (i) principal place of employment will be
Dallas, Texas, (ii) interim title will be “Vice President and General Manager –
Redi-Mix, LLC,” (iii) primary authority, duties and responsibilities will be
those commensurate with the Dallas/Ft. Worth General Manager, including
responsibility for U.S. Concrete’s Oklahoma operations and (iv) secondary
authority, duties and responsibilities will be to continue to support U.S.
Concrete’s Chief Executive Officer on a national basis with respect to various
equipment and capital expenditure matters, maintenance and TMT development,
Command/Alkon Systems and oversight of the Director of Supply Chain in Houston,
Texas.

      


      (d.)           U.S.
Concrete and Executive mutually agree that the changes to Executive’s employment
terms in this Section 1 shall not constitute “Good Cause” for termination by
Executive pursuant to Section 1.2.a. of the Agreement.

      


      2.           Equipment
Manager. Immediately upon termination of the Interim Period, Executive
shall assume a role with U.S. Concrete as the Equipment Manager (the “Equipment Manager
Period”). The Equipment Manager Period shall terminate on the twelve (12)
month anniversary of the termination of the Interim Period; provided, however,
upon the mutual written agreement of U.S. Concrete and Executive, the Equipment
Manager Period may be extended for periods up to twelve (12)
months.  During the Equipment Manager Period, Executive’s Monthly Base
Salary, position and principal place of employment will change as set forth on
Schedule 1 hereto, and his authority, duties and responsibilities will be to
support U.S. Concrete’s Chief Executive Officer on a national basis with respect
to managing equipment, capital expenditure matters, maintenance and TMT
development and environmental programs (collectively, the “Equipment Manager
Changes”).  U.S. Concrete and Executive mutually agree that the
Equipment Manager Changes shall not constitute “Good Cause” for termination by
Executive pursuant to Section 1.2.a. of the Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
 

      3.           Change in
Control Payment.  Section 1.3(i) of the Agreement shall be
deleted in its entirety and replaced with the following:

      


      
        	
              	
                 

              	
                      
                  “(i)         
      a lump-sum payment in cash (payable on the termination date) equal
      to the sum of:

                

              


      

       

      (a)           (I)
if the termination date is prior to the expiration of the initial twelve (12)
month period of the Equipment Manager Period, then Executive’s Monthly Base
Salary in effect on last day of the Interim Period multiplied by 12, or (II) if
the Equipment Manager Period has been extended by the mutual written consent of
U.S. Concrete and Executive, and the termination date is during such renewal
term, then Executive’s Monthly Base Salary in effect on the termination date
multiplied by 12; and

       

      (b)           (I)
if the termination date is prior to the expiration of the initial twelve (12)
month period of the Equipment Manager Period, then the amount of Executive’s
full target bonus for such bonus year calculated on the basis of Executive’s
Monthly Base Salary and Executive’s grade level in effect on last day of the
Interim Period, or (II) if the Equipment Manager Period has been extended by the
mutual written consent of U.S. Concrete and Executive, and the termination date
is during such renewal term, then the amount of Executive’s full target bonus
for such bonus year calculated on the basis of Executive’s Monthly Base Salary
and Executive’s grade level in effect on the termination date; and

       

       (c)           multiplying
the sum of (a) and (b) by the Change in control multiplier described on Exhibit
“A”;”

       

      4.           Exhibit
A.  Upon termination of the Interim Period, Exhibit A to the
Agreement shall be deleted in its entirety and replaced with the Exhibit A
attached hereto as Schedule 1.

      


      5.           Retirement.
Executive hereby provides notice under Section 1.2.b of the Agreement that he
retires from U.S. Concrete upon the termination of the Equipment Manager
Period.

      


      6.           Ratification.  The
parties ratify the Agreement, as amended hereby, and confirm that the Agreement,
as amended hereby, remains in full force and effect.

      


      7.           Counterparts.  This
Amendment may be executed in counterparts, each of which shall be deemed an
original, and all of which, when taken together, shall b deemed to be one
instrument.

      


      IN WITNESS WHEREOF, U.S.
Concrete and Executive have caused this Amendment to be executed by their duly
authorized officers as of the Effective Date.

      


      U.S.
Concrete, Inc.

      


      


      
        	
                By:
      /s/ Michael W.
      Harlan                          

              	
                /s/
      Terry
      Green                                 

              
	
                Name:
      Michael W.
      Harlan                           

              	
                Terry
      Green

              
	
                Title:
      President and
      CEO                             
      

              	 
      


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           


      

       

      Schedule
1

       

      


      Exhibit
“A” to Employment Agreement Between

      The
Company  And Terry Green

      


      


      
        	
                Position:

              	
                Equipment
      Manager (Grade level 16)

                 

              
	
                Location:

              	
                6085
      S. Royal Drive

                Homosassa,
      Florida 34448

                 

              
	
                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:

              	
                2.5

                 

              
	
                Period
      of Post-Employment

                Non-Competition
      Obligations:

              	
                One
      year from the date of termination if Executive’s employment is terminated
      for Cause under Section 1.1.a.  If Executive’s employment is
      terminated under Sections 1.1.b., 1.1.c., 1.2.a. or 1.3 and Executive
      receives any severance benefits or Change in Control benefits, then the
      Period of Post-Employment Non-Competition Obligations shall be the period
      of time equal to the number of months of Monthly Base Salary upon which
      severance benefits or Change in Control benefits were
      determined.  If Executive’s employment is terminated under
      Section 1.2.b., then the Period of Post-Employment Non-Competition
      Obligations shall be one year from the date of termination.  If
      Executive’s employment is terminated under any other section of this
      Agreement, there shall be no Period of Post-Employment Non-Competition
      Obligations.

                 

              
	
                Monthly
      Base Salary:

              	
                $11,250
      or such higher rate as may be determined by the Company from time to
      time

                 

              
	
                Annual
      Paid Vacation:

              	
                Four
      weeks

              


      

      


      
        	
                Terry Green
      (“Executive”)

                 

                 

                 

                By:
      /s/ Terry
      Green                                                                      

                 

                 

                Date: August
      31, 2009                                                                 

              	
                U.S. Concrete, Inc. (the
      “Company”)

                 

                 

                 

                By: /s/
      Michael W. Harlan                                                       
                                                                    

                Printed
      Name: Michael W. Harlan                                          
                                                                   

                Title: President and Chief Executive
      Officer                           

                Date: August
      31, 2009