exhibit101bsandbrookexec






                                                                     Exhibit 10.1                      EXECUTIVE TRANSITION AGREEMENT                                                                         U.S. Concrete, Inc.                                       and                               William J. Sandbrook          THIS EXECUTIVE TRANSITION    AGREEMENT (“Agreement”) is  made and entered  into on February 12, 2020, by and between U.S. Concrete, Inc. (the “Company”) and William J.  Sandbrook (“Executive”).                WHEREAS,  Executive  currently  serves  as  the Company’s Chief  Executive  Officer,  pursuant to the terms of an Executive Severance Agreement he entered into with the Company on  August 22, 2011 (the “Executive Severance Agreement”), as well as serving as the Company’s  Chairman of the Board of Directors;                WHEREAS,  Executive  has  informed  the  Company  that as  of  April  3,  2020, (the  “Transition Date”), he intends to step down from his position as Chief Executive Officer and that  he will not stand for reelection as Chairman of the Board, as more fully set forth in Section 2.a(ii),  but that he is willing to serve as a consultant in the role of an Executive Advisor to the new Chief  Executive Officer for a period of up to two years thereafter;                 WHEREAS,   the  Company wishes  to not  only secure  the  services  of  Executive  as  an  Executive Advisor to ensure and facilitate a smooth transition for his successor, but to also enforce  the Waiver and  Release  of  Claims  outlined  in  Sections 7 and  8 and  the Post-Employment  Obligations outlined in Section 10 of this Agreement; and                WHEREAS, effective as of the Transition Date, the Company and the Executive hereby  agree  to  terminate  the  Executive  Severance  Agreement and  to  substitute  the  terms  of  this  Agreement for that Executive Severance Agreement; and                NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements  contained herein, and for other good and valuable consideration, the receipt and sufficiency of  which are hereby acknowledged, the parties agree as follows:          1.    Executive Severance Agreement; Executive Transition Agreement.            a.    The parties  agree  that  the terms  of  the  Executive  Severance Agreement shall  continue in effect until the Transition Date upon which time it shall terminate and be of no further  force or effect.  The parties agree that the termination of the Executive Severance Agreement and  the change in Executive’s role hereunder does not constitute a severance-eligible termination of  employment or trigger a severance event or other rights under the Executive Severance Agreement.                 b.    Subject to Executive’s employment with the Company until the Transition Date,  the Company shall retain Executive under this Agreement as an Executive Advisor for the period  commencing on the Transition Date and continuing until the first anniversary of the Transition  Date (the "Transition Period”), unless terminated earlier in accordance with Section 4 hereof.  Both                                                                                 1   





 






                                                                     Exhibit 10.1   parties agree that this Transition Period may be extended, with no less than 60-day’s notice, for an  additional one-year period through the second anniversary of the Transition Date, but only with  the mutual consent of both the Company and the Executive.                  c.    On the Transition Date, Executive hereby automatically, and without any further  action, resigns from any and all officer positions with the Company, including, without limitation,  Chief Executive Officer.           2.    Position and Duties.           a.    Positions.                      (i)   Chief Executive Officer; Chairman of the Board.  Prior to the Transition  Date, Executive shall continue to serve as the Chief Executive Officer and Chairman of the Board,  subject to the terms and conditions of the Executive Severance Agreement.               (ii)  Chairman of the Board; Non-Executive Director.  Both parties agree that  Executive shall remain in his role as Chairman of the Board through the 2020 Annual Shareholders  Meeting but that  Executive  will not  stand  for  reelection as  Chairman. Rather,  at  the  Annual  Shareholders  Meeting, the Company and the  Board  shall  nominate  Executive  for election  to  continue to serve on the Board in a capacity other than Chairman.  If Executive is re-elected to the  Board, he agrees to serve and be compensated as a Non-Executive Director through his elected  term.              (iii) Executive Advisor.  During the Transition Period, Executive shall serve as  an Executive Advisor to the Company under the terms of this Agreement. As Executive Advisor,  Executive shall perform such duties and responsibilities as set forth on Exhibit A hereto and as  may  reasonably  be requested from  time  to  time  by  the  Company’s  Chief  Executive  Officer.   Executive shall report directly to the Chief Executive Officer and agrees to undertake and faithfully  perform all of his assigned and requested duties and responsibilities.                b.    Consultant; Independent Contractor.                              (i)   The parties agree that Executive is retained during the Transition Period as  an Executive Advisor only for the purposes and to the extent set forth in this Agreement, and that  Executive’s relation to the Company shall be that of a consultant and an independent contractor.                (ii)  As a consultant and an independent contractor, Executive shall be free to  use and dispose of such portion of Executive’s time, energy and skill as Executive is not obligated  to devote hereunder to the Company, in such manner as Executive sees fit, and to such persons,  firms or corporations as Executive deems advisable so long as same does not conflict with the  provisions of this Agreement. Executive shall have complete discretion to determine the details,  methods and means by which Executive provides the services outlined on Exhibit A.               (iii)  Executive shall not be considered an employee of the Company and unless  specifically provided for either within this Agreement, Executive shall not be entitled to any bonus,  incentive, equity award, retirement benefit, or any other benefit extended by the Company to any  of its employees including but not limited to the U.S. Concrete 2020 Cash Incentive Plan, the U.S.  Concrete 401(k) Savings Plan, and the U.S. Concrete, Inc. Long Term Incentive Plan.                                                                                 2   





 






                                                                     Exhibit 10.1               (iv)  Executive specifically acknowledges  that  effective  as of the  Transition  Date, the Company will no longer make any premium payments on his behalf for any life insurance  policy previously paid by the Company while Executive was Chief Executive Officer.                (v)   All  payments made  to  or  on  behalf  of  Executive during  the  Transition  Period shall  be  included  in Executive’s compensation  and  reported  on an IRS  Form  1099.   Executive acknowledges that the Company shall not withhold nor pay any amounts for federal,  state or local income tax, social security, unemployment, or workers’ compensation insurance, and  that Executive shall have full and exclusive responsibility for the payment of any taxes levied,  assessed or resulting from any services Executive shall perform pursuant to this Agreement.                 c.    Availability, Standard of Services, and Compliance with Law.  Executive agrees  that he will:                      (i)   Be reasonably available to provide services to the Company for a maximum  of 20 hours during any one week during the Transition Period; and              (ii)  Perform all services  in  a timely and professional  manner, in  compliance  with all applicable laws, rules and regulations of the United States and any state in which his  services are provided, with a level of care, skill and diligence that a prudent professional acting in  a like capacity and familiar with such matters would use.                  d.    Litigation Cooperation. In  addition to  the  duties  and  responsibilities  listed on  Exhibit A, Executive shall reasonably cooperate with the Company in the defense or prosecution  of any claims or actions now in existence or that may be brought in the future against or on behalf  of the Company that relate to events or occurrences that transpired while Executive was the Chief  Executive Officer of the Company.  Executive’s cooperation in connection with such claims or  actions shall include, but not be limited to, being available to meet with counsel, to prepare for  discovery or trial, and to act as a witness on behalf of the Company.                e.    Work Location.  The parties acknowledge that Executive will have access to an  office at the Company’s headquarters in Euless, Texas, but to the extent practicable, Executive  may work from his home office.  Further, it is the expectation of both parties that Executive shall  be required to travel from time-to-time to complete certain of the consulting services contemplated  by this Agreement.                f.    Limitations.  Executive acknowledges  that  without  prior  written  consent of  the  Company’s CEO, he shall not have the authority to act or make decisions for, give instructions to,  or make commitments on behalf of the Company, and shall not hold himself out to any party as  having any such authority.                  g.    Other Boards.  During the Transition Period, Executive may serve on the board of  directors of other entities and may pursue passive investments; provided that such activities do not  unreasonably interfere with his duties and responsibilities hereunder or create a conflict of interest  with the Company.          3.    Compensation and Benefits.  Subject to the terms and conditions in this Agreement, the  Company shall compensate Executive with the following compensation and benefits:                                                                                 3   





 






                                                                     Exhibit 10.1           a.    Annual Fee.  An annual fee during  the  Transition  Period of four hundred fifty  thousand dollars ($450,000), which will be paid in substantially equal monthly installments.                 b.    LTIP Awards.                              (i)   Future Awards. Executive agrees and acknowledges that as of the Effective  Date  of  this  Agreement  and  continuing  through  the Transition Period, Executive  shall  not  be  eligible for any additional long-term stock incentive awards.               (ii)  Time-Based Awards.  The vesting schedule of all long-term, time-based  stock incentive awards currently held by Executive as of the Transition Date shall be accelerated  so that all time-based awards shall formally vest for Executive on the Transition Date.               (iii) Performance-Based Awards. Any unvested long-term performance-based  stock incentives awarded to Executive on March 1, 2017, and March 1, 2018, shall be forfeited  effective as  of  the  Transition  Date.  All  of the unvested performance-based stock  incentives  awarded  to  Executive on  March  1,  2019, shall  remain  outstanding  through  the  appropriate  performance  cycle and  will vest,  if at  all, based upon the actual performance achieved by the  Company, subject to the Executive remaining with the Company as an Executive Advisor as of  the day of vesting.  Those March 1, 2019, performance-based awards which do not vest as a result  of not achieving the defined levels of performance as established by the Compensation Committee  shall be forfeited at the conclusion of the performance cycle.                 c.    Health  and  Welfare  Benefits.  Pursuant  to  the  Consolidated  Omnibus  Budget  Reconciliation  Act  (COBRA),  Executive  shall  continue  to  fully  participate  in  the  Company’s  medical and dental benefit plans as elected as of the Transition Date with the understanding that  the Company will pay 100% of all applicable insurance premiums for a period of 18-months from  the  Transition  Date.  At  the  conclusion  of  the  18-month  COBRA  benefit  period,  and  for  an  additional  12-months (for benefit coverage  totally  30-months  from  the  Transition  Date),  the  Company will identify coverage for Executive under the closest comparable plans and pay 100%  of all applicable premiums for the benefit of Executive.                 d.    Accrued and Unused Vacation.  Within 15-business days following the Transition  Date, the Company will pay, by lump sum less all appropriate taxes and withholdings, the cash  equivalent of 30-days of Executive’s accrued and unused annual vacation benefits.                 e.    Relocation of  Household  Goods.  In  recognition  that  the  Company  paid for  Executive to  relocate  from  his  home in  Atlanta, Georgia, to  Texas,  the  Company will pay all  expenses associated with shipping Executive’s household goods back to Atlanta, Georgia. This  benefit  must  be used  within  the  Transition  Period  or  be  forfeited.   Further,  the payment  of  relocation expenses is capped at $25,000, and, Executive must provide receipts and documentation  in support of all relocation expense.                f.    Reimbursement  of  Expenses.   The  Company  shall  reimburse  Executive  for  all  reasonable  business  expenses,  including  travel  expenses,  paid  or  incurred  by  Executive  in  connection with the performance of his duties and responsibilities during the Transition Period,                                                                                 4   





 






                                                                     Exhibit 10.1   upon presentation by Executive of documentation, expense statements, vouchers and/or such other  supporting information as the Company may reasonably request.                g.    Retirement Benefit Plans. While Executive will no longer be an eligible participant  in either the U.S. Concrete 401(k) Savings Plan or the U.S. Concrete Deferred Compensation Plan  as of the Transition Date, Executive acknowledges that any distribution from either plan will be  determined by the plan’s rules or the distribution elections previously made by Executive.                 h.    Upon termination of this Agreement, Executive shall be allowed to retain both his  Company provided cell phone and iPad.          4.    Termination during Transition Period.  The retention of Executive as a consultant under  this  Agreement  shall  terminate  upon  the  occurrence  of  any  of  the  following,  subject  to  the  provisions of Section 5.  For avoidance of doubt, any termination of employment of Executive  prior  to  the Transition Date  for  any  reason  shall  be  governed  by  the Executive  Severance  Agreement, and upon any such termination, the provisions of this Agreement shall be of no further  force or effect.            a.    Termination by Executive. Executive may elect to terminate this Agreement at any  time during the Transition Period upon sixty (60) days advance written notice to the Company.                  b.    Termination  by  Company  without  Cause.   At  the  election  of  the  Company,  Executive’s role as Executive Advisor may be terminated without Cause upon sixty (60) days  advance written notice to Executive. If Executive is terminated without Cause, then, except as  otherwise provided in this Agreement, the payments set forth in Section 5.c shall be in complete  accord and satisfaction of any claim that Executive may have for compensation or payments of  any kind from the Company.                c.    Termination by Company for Cause.  At the election of the Company, Executive’s  role as Executive Advisor during the Transition Period may be terminated for Cause upon written  notice by the Company to Executive. For purposes of this Agreement, Cause for termination shall  be deemed to exist upon:                      (i)   Executive’s  willful  and  continued  failure  to  perform  his  principal  duties  (other than any such failure resulting from incapacity due to injury, accident, illness, or physical  or mental incapacity) as reasonably determined by the Chief Executive Officer or the Board;              (ii)  Executive’s theft or embezzlement of the Company’s money, equipment, or  securities;              (iii) The conviction of Executive of, or the entry of a pleading of guilty or nolo  contendere by Executive to any felony or misdemeanor involving moral turpitude or dishonesty;  or              (iv)  A material  breach  of  this  Agreement  by  Executive  and  the  failure  of  Executive to cure such breach within ten (10) business days of written notice thereof specifying  the breach. No act or omission on the part of Executive shall be considered “willful” unless it is  done by Executive in bad faith or without reasonable belief that Executive’s action was in the best  interests of the Company.                                                                                  5   





 






                                                                     Exhibit 10.1                 d.    Death or Disability.  Both parties agree that this Agreement shall terminate upon  the death or disability of Executive. For purposes of this Agreement, Executive shall be deemed  to have a disability when Executive is unable, by reason of illness or injury and with or without a  reasonable accommodation, to perform duties on behalf of the Company for a period of 60-days.            5.    Effect of Termination.          a.    Termination by Executive. If this Agreement is voluntarily terminated by Executive  during  the Transition Period upon  sixty  (60)  days  advance  written  notice  to  the  Company,  Executive shall be entitled to only the compensation and benefits otherwise vested and payable to  him under Section 3 of this Agreement as of the date of the termination (“Accrued Benefits”).  All  other obligations and responsibilities outlined within this Agreement, for the benefit of either party  including but not limited to Compensation and Benefits, Change in Control, and Post-Employment  Obligations, are expressly understood to be fulfilled, no longer binding, and/or null and void, with  no further obligation or responsibility owed to either party as of the date of termination.                                      b.    Termination by Company for Cause. If this Agreement is terminated during the  Transition  Period by the Company for Cause, Executive shall be entitled to  only  the Accrued  Benefits.                 c.    Termination  for  Death  or  Disability.  If  Executive’s consulting  services  are  terminated by death or because of disability pursuant to Section 4.d, the Company shall pay or  provide to the estate of Executive or to Executive, as the case may be, the Accrued Benefits.                 d.    Termination by Company without Cause. If Executive’s consulting services  are  terminated by the Company without Cause pursuant to Section 4.b, the Company shall pay or  provide to Executive:                      (i)   The Accrued Benefits;              (ii)  A lump-sum amount equal to the remaining portion of the Annual Fee, as  provided in Section 3.a, which would have otherwise been paid to Executive through the second  anniversary of the Transition Date;               (iii) Continuation of Executive’s health and welfare benefits  (pursuant  to  the  terms and conditions of the applicable plan) as provided for in Section 3.d; and                (iv)  The  parties  acknowledge  and  agree  that  the  payments  and  benefits  to  Executive described in this Section 5.c shall be contingent upon Executive’s signing and executing  a general release of claims within forty-five (45) days following termination of this Agreement.  The Company shall commence payment of such benefits within 15-business days from the date  the release becomes irrevocable. Any cash payments made pursuant to this Section 5.c shall be  paid to Executive in a lump sum.                                                                                    6   





 






                                                                     Exhibit 10.1   6.    Change in Control.  In the event of a Change in Control (whether by purchase, merger,  consolidation, share exchange, or otherwise) of substantially all of the business, properties and/or  assets of the Company during the Transition Period, this Agreement shall terminate and Executive  shall receive all of the following Change in Control benefits:          a.    If the Change in Control occurs during the first 12-months of the Transition Period:                (i)   A lump sum equal to the pro rata portions of both the Annual Fee and Board  of Director’s annual Total Cash Compensation, plus an additional amount equal to the Annual Fee  and the Board’s annual Total Cash Compensation;              (ii)  Continuation of Executive’s Company-provided health and welfare benefits  (pursuant to the terms and conditions of the applicable plan) as provided for in Section 3.d; and              (iii) All  unvested  stock  awards  granted  to Executive  prior  to  the  date  of  the  Change  in  Control  shall,  notwithstanding  any  contrary  provision  of  any  applicable  plan  or  agreement covering any such stock awards, fully vest and become exercisable in full upon the  consummation of the Change in Control and any restrictions or forfeiture conditions applicable to  any such awards shall lapse immediately upon the consummation of the Change in Control.                      b.    If the Transition Period is mutually extended and the Change in Control occurs  prior to the second anniversary of the Transition Date:                      (i)   A lump sum equal to the pro rata portions of both the Annual Fee and Board  of Director’s annual Total Cash Compensation Executive would have otherwise received during  the remaining portion of the Transition Period;               (ii)  Continuation of Executive’s Company-provided health and welfare benefits  (pursuant to the terms and conditions of the applicable plan) as provided for in Section 3.d; and              (iii) All  unvested  stock  awards  granted  to  Executive  prior  to  the  date  of  the  Change  in  Control  shall,  notwithstanding  any  contrary  provision  of  any  applicable  plan  or  agreement covering any such stock awards, fully vest and become exercisable in full upon the  consummation of the Change in Control, and any restrictions or forfeiture conditions applicable to  any such awards shall lapse immediately upon the consummation of the Change in Control.    7.    Waiver and Release of the Company.  In exchange for the Compensation and Benefits  detailed in Section 3 and intending to be legally bound, Executive knowingly, voluntarily, and  fully releases and discharges the Company, and all of its employees, officers and directors from  all claims and charges, including attorneys’ fees, based upon or arising by reason of any damage,  loss,  or  in  any  way  related  to  his  employment  with  the  Company  or  his  separation  from  employment.  Executive understands and agrees that, in signing this document, he is waiving and  releasing  any  and all claims,  charges,  and  rights  against the Company and any of its  officers,  agents, affiliates and employees through the date of this Agreement (whether known to him or  unknown to him) that could have been raised under common law, equity, or under any federal,  state or local statute, regulation, or ordinance, including but not limited to the following:                      a.    Claims of age discrimination under the Age Discrimination in Employment  Act and the Older Workers Benefit Protection Act.                                                                                               7   





 






                                                                     Exhibit 10.1               b.    Claims of discrimination and/or retaliation in employment under Title VII  of  the  Civil  Rights  Act  of  1964,  the  Americans  with  Disabilities  Act, the  Texas  Fair  Labor  Standards Act, the Texas Payday Law, and any other federal, state or local law.                            c.    Claims for violation of the Employee Retirement Income Security Act of  1974.                            d.    Claims under the Family Medical Leave Act.                            e.    Claims for breach of contract.                            f.    Claims for wrongful  discharge, invasion  of privacy, defamation  and any  other common law tort or statutory claim.                            g.    Claims for attorneys’ fees, costs or expenses.                8.    Age Discrimination in Employment Act Waiver.  With respect to Executive’s waiver of  rights under the Age Discrimination in Employment Act and the Older Workers Benefit Protection  Act, Executive expressly  acknowledges  that  he  has  been  informed  of and  understands the  following rights:                       a.    That he should consult an attorney before executing this Agreement.                      b.    That he is not waiving any rights that accrue after the Transition Date.                        c.    The Compensation and Benefits  set  forth  in Section 3 are in  addition  to  anything of value to which he is already entitled.                      d.    That he will have twenty-one days from the date this Agreement is given to  him within which to consider whether or not to sign the Agreement.                      e.    For a period of seven days following his signing the Agreement, he may  reconsider  and  revoke  the  Agreement  with  the  understanding  that  the  Agreement  shall  not  be  become effective or enforceable by either party until the seven days has expired.  Accordingly, the  “Effective Date” of this Agreement will be the eighth day after Executive signs and returns it to  Mark Peabody, Vice President, Human Resources, 331 N. Main Street, Euless, TX 76039.           9.    Confidential Information.           a.    Executive  acknowledges  that  during  his  employment  with  the  Company and  through the Transition Period, he occupied a position of trust and confidence with respect to the  Company’s  affairs  and  business  and had access  to  the  Company’s  trade  secrets  and  other  confidential and/or proprietary information (“Confidential Information”). Executive agrees that  both during his employment and as an Executive Advisor, he will use his best efforts and utmost  diligence  to  preserve,  protect,  and  prevent  the  disclosure  of  such  Confidential  Information.  Executive acknowledges that as used herein, Confidential Information includes, but is not limited                                                                                 8   





 






                                                                     Exhibit 10.1   to,  all product  designs,  pricing  information,  billing histories,  customer requirements,  customer  lists,  employee  lists,  salary  information,  personnel  matters,  financial  data,  operating  results,  acquisition plans, contractual relationships, projections for new business opportunities for new or  developing businesses, and technological innovations in any stage of development. Confidential  Information also includes, but is not limited to, all notes, records, software, drawings, handbooks,  manuals,  policies,  contracts,  memoranda,  sales  files,  or  any  other  documents  generated  or  compiled by any employee of the Company. Such information is, and shall remain, the exclusive  property of the Company, and Executive agrees that he shall promptly return all such information  to the Company upon conclusion of this consulting agreement.                 b.    The Executive agrees to take the following steps to preserve the confidential and  proprietary nature of the Company’s Confidential Information.                       (i)   Non-Disclosure.  During  and  after Executive’s employment  with  the  Company and  subsequent  engagement  as  an  independent  contractor, Executive  will  not  use,  disclose or transfer any  of the Company’s  Confidential  Information or materials  other than as  authorized by the Company within the scope of his duties with the Company, and will not use in  any  way  other  than  in  Company’s  business  any  of  the  Company’s  Confidential  Information,  including  information  or  material  received  by  the  Company  from  others  and  intended  by  the  Company to be kept in confidence by its recipients.               (ii)  Return  All  Materials.  Executive  will  return  to  the  Company  all  the  Company’s Confidential Information, materials and copies of the foregoing at any time upon the  request of the Company and without such request at the termination of this Agreement. Executive  agrees not to retain any copies of any of the Company’s Confidential Information and materials  for any reason.              (iii) Computer Security. Executive agrees only to use computer resources (both  on and off Company’s premises) for which he has been granted access and then only to the extent  authorized. Executive agrees to comply with all Company policies and procedures, including, but  not limited to, those concerning computer security.                      c.    Notwithstanding anything herein to the contrary, in accordance with the Defend  Trade Secrets Act, 18 U.S.C. § 1833(b), and other applicable law, nothing in this Agreement or  any other agreement or policy shall prohibit Executive from, or expose Executive to criminal or  civil liability under federal or state trade secret law for:                       (i)   Filing a charge or complaint with, communicating with, participating in any  investigation or proceeding that may be conducted by, or otherwise directly or indirectly sharing  the Company’s trade secrets or other Confidential Information (except information protected by  the Company’s attorney-client or work product privilege) with an attorney or with any federal,  state, or local government agencies, regulators, or officials, for the purpose of investigating or  reporting a suspected violation of law (including but not limited to a whistleblower retaliation  claim), whether in response to a subpoena or otherwise, without notice to the Company;               (ii)  Disclosing  trade  secrets  in  a  complaint  or  other  document  filed  in  connection with  a legal  claim  (including but  not limited to  a whistleblower  retaliation claim),  provided that the filing is made under seal, and any trade secret information is only disclosed  pursuant to court order; or                                                                                  9   





 






                                                                     Exhibit 10.1               (iii) Discussing or disclosing information related to Executive’s general duties  or responsibilities and/or regarding wages, as defined by applicable law.                10.   Post-Employment Obligations.  Executive acknowledges that his services to the Company  have been and may continue to be special and unique; that he has had access to the Company’s  customers and confidential information; and, that the Company would not have entered into this  Agreement but for the restrictions contained in this Section 10.  Therefore, Executive agrees:                a.    Non-Compete.  During  all  times  that  this  Agreement  remains  in  effect (the  “Restricted  Period”),  Executive  will  not  directly  or  indirectly,  individually  or  as  an  officer,  director, executive, shareholder (except if he is a shareholder of less than 1% of a publicly traded  security), consultant, contractor, partner, joint venturer, agent, equity owner, or in any capacity  whatsoever,  engage  in  or  promote  any  business  that  is  competitive  with  the  business  of  the  Company  in  any  geographic  area  in  which  the  Company  does  or  plans  to  do  business  while  Executive was employed or engaged as an independent contractor, including but not limited to the  United States and Canada. A business competitive with the Company is defined as a business  engaged in either the manufacture and distribution of ready-mix concrete or the mining of sand  and aggregate materials used in the manufacturing of ready mix concrete.                b.    Non-Solicitation  and  Non-Interference  with  Customers  and  other  Business  Relationships. During the Restricted Period, Executive will not, directly or indirectly, knowingly  solicit (other than on behalf of the Company) business or contracts for any products or services of  the type provided, developed or under development by the Company from or with (i) any person  or entity which was a customer of the Company for such products or services as of, or within one  year prior to Executive’s Transition Date, or (ii) any prospective customer which the Company  was soliciting as of, or within one year prior to Executive’s Transition Date. Further, Executive  shall  not  during  the  Restricted  Period  knowingly  interfere  or  attempt  to  interfere  with  any  transaction, agreement  or  business  relationship  in  which  the  Company  was  involved  during  Executive’s employment with the Company.                c.    Non-Solicitation  of  Employees  and  Contractors.  During  the  Restricted  Period,  Executive shall not knowingly solicit any person employed by the Company, or who within 180  days of Executive’s Transition Date had been so employed by the Company, to leave the employ  of the Company. Further, during the Restricted Period, Executive will not knowingly solicit any  contractor of the Company to terminate or reduce its business with the Company.                d.    Executive  Acknowledgement.  Executive  acknowledges  that  the  geographic  boundaries,  scope  of  prohibited  activities,  and  time  duration  of  the  preceding  paragraphs  are  reasonable in nature and no broader than are necessary to protect the legitimate business interests  of the Company.                e.    Non-Disparagement. Executive will not at any time make any statement, written or  oral, to any person or entity, including in any forum or media, or take any action, in disparagement  of the Company, its affiliates, the Board, or any current, former or future shareholders, officers,  directors, or employees, or take any other action that may disparage any shareholders, officers,                                                                                10   





 






                                                                     Exhibit 10.1   directors, or employees to the general public, investors, potential investors, business partners, or  potential business partners.            11.   Injunctive Relief. Executive acknowledges that the restrictions contained in Section 10 of  this Agreement are reasonable and necessary to protect the business and interests of the Company,  and that Executive’s breach or threatened breach of these restrictions will cause the Company  substantial irreparable injury. Accordingly, in addition to the Company’s right to arbitrate disputes  hereunder, the Company shall be entitled to seek and obtain emergency equitable relief, including  a temporary restraining order and/or preliminary injunction, in aid of arbitration, from any state or  federal court of competent jurisdiction, without first posting a bond, to restrain such breach or  threatened breach. Upon the issuance (or denial) of an injunction, the underlying merits of any  dispute  will  be  resolved  in  accordance  with  the  arbitration  provisions  of  Section  12  of  this  Agreement. Executive further acknowledges and agrees that the covenants contained herein are  necessary for the protection of the Company’s legitimate business interests and are reasonable in  nature, duration, and scope.    12.   Arbitration.  Except as provided in Section 11 of this Agreement:          a.    The parties irrevocably and unconditionally agree that any past, present, or future  dispute,  controversy,  or  claim  arising  under  or  relating  to  this  Agreement;  arising  under  any  federal, state, local, or foreign statute, regulation, constitution, law, ordinance, or the common law;  or arising in connection with the Executive’s engagement by the Company or resignation thereof  involving Executive, on the one hand, and the Company or any of its affiliates, on the other hand,  including both claims brought by the Executive and claims brought against Executive, shall be  submitted for resolution to binding arbitration as provided herein; provided that nothing herein  shall require arbitration of a claim or charge which, by law, cannot be the subject of a compulsory  arbitration agreement.                 b.    The  parties  further  agree  to  arbitrate  solely  on  an  individual  basis,  that  this  Agreement does not permit class arbitration or any claims brought as a plaintiff or class member  in any class or representative arbitration proceeding, that the arbitrator may not consolidate more  than one person’s claims and may not otherwise preside over any form of a representative or class  proceeding, and that claims pertaining to different similarly situated individuals will be heard in  separate proceedings.                 c.    Any such arbitration shall be administered by the American Arbitration Association  (“AAA”);  shall  be  conducted  in  accordance  with  AAA’s  Commercial  Arbitration  Rules  and  Procedures, as modified herein; and shall be conducted by a single arbitrator. Such arbitration will  be conducted in Texas, and the arbitrator will apply Texas law, including federal statutory law as  applied in Texas courts. Except as set forth in Section 11, above, the arbitrator, and not any federal  or state court, shall have exclusive authority to resolve any dispute relating to the interpretation,  applicability,  enforceability,  and/or  formation  of  this  Agreement,  including  any  dispute  as  to  whether (i) a particular claim is subject to arbitration hereunder, and/or (ii) any part of this Section  12 is void or voidable. The arbitral award shall be in writing, shall state the reasons for the award,  and  shall  be  final  and  binding  on  the  parties.  Executive  shall  treat  the  arbitration  as  strictly  confidential, and shall not disclose the existence or nature of any claim, defense, or argument; any                                                                                11   





 






                                                                     Exhibit 10.1   documents,  correspondence, pleadings, briefings, exhibits,  testimony, evidence, or information  exchanged  or  presented  in  connection  with  any  claim,  defense,  or  argument;  or  any  rulings,  decisions, or results of any claim, defense, or argument (collectively, “Arbitration Materials”) to  any third party, with the sole exception of the Executive’s legal counsel, who Executive shall  ensure complies with these confidentiality terms. In the event the Company substantially prevails  in an action involving Executive breach of any provision of Section 10 or Section 12 hereunder,  such party shall be entitled to an award including its reasonable attorneys’ fees and costs, to the  extent  such  an  award  is  permitted  by  law.  Except  as otherwise  provided  herein,  the  arbitrator  otherwise  shall  not  have  authority  to  award  attorneys’  fees  or  costs,  punitive  damages,  compensatory damages, damages for emotional distress, penalties, lost opportunities, or any other  damages or relief not measured by the prevailing party’s actual out-of-pocket losses, except to the  extent such relief is explicitly available under a statute, ordinance, or regulation pursuant to which  a successful claim is brought. In agreeing to arbitrate the parties’ claims hereunder, the parties  hereto hereby recognize and agree that they are waiving their right to a trial in court and/or by a  jury, including Executive’s waiver of any right or ability to participate in any class, collective, or  multi-party action against the Company or its affiliates.                d.    In the event of any court proceeding to challenge or enforce an arbitrator’s award,  the parties hereby consent to the exclusive jurisdiction of the state and federal courts sitting in  Dallas,  Texas;  agree  to  exclusive  venue  in that  jurisdiction;  and  waive  any  claim  that  such  jurisdiction is an inconvenient or inappropriate forum. The parties agree to take all steps necessary  to protect the confidentiality of the Arbitration Materials in connection with any court proceeding,  agree to use their reasonable best efforts to file any court proceeding permitted herein and all  Confidential Information (and all documents containing Confidential Information) under seal, and  agree to the entry of an appropriate protective order encompassing the confidentiality terms of this  Agreement.          13.   Code Section 409A Compliance.  Notwithstanding anything contained in this Agreement  to the contrary, all Compensation and Benefits to be paid or provided to Executive pursuant to  Section 3 are intended to satisfy the requirements of Section 409A so as to avoid the imposition of  any  additional  taxes  or  penalties  thereunder,  and  all  terms,  conditions  and  provisions  of  this  Agreement shall be interpreted and applied in a manner consistent with this intent.           a.    If it is determined that any payment, distribution, transaction, or any other action or  arrangement contemplated by this Agreement would, if undertaken, cause Executive to become  subject  to  any  additional  taxes  or  penalties  under  Section  409A,  such  payment,  distribution,  transaction, or other action or arrangement shall not be given effect to the extent it causes such  result  and  the  related  provisions  of  the  Agreement  will  be  deemed  modified  or,  if  necessary,  suspended in order to comply with the requirements of Section 409A.                 b.    If  any  payment,  distribution,  transaction,  or  any  other  action  or  arrangement  contemplated by this Agreement constitutes “nonqualified deferred compensation” under Section  409A, such payment, distribution, transaction, or any other action or arrangement will, be made  only  upon  Executive’s  “separation  from  service”  (within  the  meaning  of  Section  409A).  For  purposes  of  this  Section 12 and  to  the  extent  necessary  to  avoid  taxes  under  Section  409A,  references to Executive’s Transition Date shall mean a “separation from service.”                                                                                 12   





 






                                                                     Exhibit 10.1                       (i)   Notwithstanding anything contained in this Agreement to the contrary, any  payment(s) of “nonqualified deferred compensation” required to Executive due to his “separation  from service” will, to the extent necessary to avoid taxes under Section 409A, be delayed for the  six-month period immediately following such “separation from service” and will instead be paid  on the day immediately following such six-month period or as soon as administratively practicable  thereafter.               (ii)  Any  payment(s) of  “nonqualified  deferred  compensation”  payable  more  than six months following Executive’s “separation from service” will be paid at the time or times  the payments are otherwise scheduled to be made.    14.   Governing  Law. This  Agreement  shall  be  construed,  interpreted, and  enforced  in  accordance with the laws of the State of Texas, regardless of the laws that might otherwise govern  under applicable principles of conflicts of law.      15.   Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of  both parties and their respective successors and assigns, including any corporation with which or  into which the Company may be merged or which may succeed to its assets or business, provided,  however, that the obligations of the Executive are personal and shall not be assigned by him.           16.   Indemnification. The Company, to the extent that it does so generally for its officers and  directors  and  to  the  extent  permitted  by  its  corporate  by-laws,  shall  provide  Executive  with  directors and officers liability insurance and shall indemnify, defend, and hold Executive harmless  from  and against  any  and all demands, claims, damages,  and expenses relating  to  any  acts  or  omissions he performs on behalf of the Company as an Executive Advisor.     17.   Severability; Modification. If any provision or clause of this Agreement is found to be  invalid or unenforceable under governing law:          a.    This  Agreement  shall  be  considered  severable  and  divisible,  and  the  remaining  provisions of this Agreement shall remain in full force and effect; and                 b.    An arbitrator or court of appropriate jurisdiction shall have the authority to amend  or “blue pencil” such offending provision or clause so as to make it fully valid and enforceable to  the maximum extent permitted under applicable law as evidenced by the parties’ intent hereunder.     18.   Entire Agreement. This Agreement (including Exhibit A) constitutes the entire agreement  between the parties and supersedes all prior agreements and understandings, whether written or  oral,  relating  to Executive’s  engagement  by  the  Company  as  a  consultant  or  independent  contractor, and/or Executive’s employment with or resignation from the Company including but  not limited to the Executive Severance Agreement. Both parties agree that this Agreement may be  amended or modified only by a written instrument executed by both the Company and Executive.          IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed,  or  caused  their  duly  authorized representatives to execute, this Agreement to be effective as of the first date set forth  above.                                                                                13   





 






                                                                     Exhibit 10.1       U.S. CONCRETE, INC.      By:   /s/ Mark B. Peabody        Mark B. Peabody  Title: Vice President, HR   Date: February 12, 2020       /s/ William J. Sandbrook  William J. Sandbrook    Date: February 12, 2020                                                                                  14   





 






                                                                     Exhibit 10.1                                     Exhibit A                                                              Executive Advisor: Duties and Responsibilities                                           In accordance with Section 2 of the Executive Transition Agreement and throughout the Transition  Period, Executive shall perform such duties and responsibilities as an Executive Advisor which  shall primarily relate to (1) the transition of his role to the new CEO, (2) continued participation  in industry and/or government-related boards and committees, and (3) fulfilling his function as a  member of the Company’s Board of Directors, in each case as set forth in more detail below.      1. CEO Transition       a. Work with the CEO to ensure a smooth transition of duties.     b. Work with key customers and clients in connection with CEO transition.     c. Communicate  with  management  and  other  key  employees  in  connection  with  CEO        transition.     d. Assist in the transition of other key relationships to CEO, including outside financial, legal,        accounting, consulting relationships.     e. Mentor and advise the CEO, as appropriate.     f. Advise and provide support to CEO and management for implementation of key strategic        initiatives.     g. Advise CEO in connection with mergers, acquisitions, dispositions and other corporate        transactions.     h. Provide assistance and  consultation in  connection with  the transition  and messaging  to        analysts, investors and other constituents.          2. Industry/Company Representative       a. Assist the CEO in the development and implementation of a transition plan to support the        replacement of Executive on industry and/or government-related boards and committees.     b. Attend and participate in selected industry conferences as requested.     c. Serve as  a spokesperson for the Company in  connection with  key topics  related to  the        industry as well as governmental matters and regulatory affairs affecting the Company.     d. Review the Company’s annual report and annual proxy statement and provide any input.    3. Board Meetings and Related Matters       a. Attend Board meetings while continuing to serve as a Director, subject to the Company’s        by-laws.     b. Provide assistance and consultation to the CEO on matters of Board administration.