Unassociated Document


    EXHIBIT
      10.1

    


    2007
      ANNUAL SALARIED TEAM MEMBER INCENTIVE PLAN

    


    


    


    Purpose

    


    The
      purpose of the 2007 Annual Salaried Team Member Incentive Plan (the “Plan”) is
      to attract, retain, motivate and reward team members for successful company,
      business unit, and individual performance with awards that are commensurate
      with
      the level of performance attained. 

    


    Eligibility

    


    Each
      eligible salaried team member employed by U. S. Concrete and its subsidiary
      companies is a Participant in the Plan, and must be an active team member or
      on
      an approved leave of absence in order to receive any payout. Team members hired
      during 2007 will receive a pro-rata incentive payout for any award they are
      eligible to receive under the provisions of the Plan. In order to receive a
      payout, a Performance Review Form for each team member must be completed by
      the
      team member’s supervisor and submitted on or before January 31, 2008.


    


    Individual
      Target Bonus

    


    The
      amount of each team member’s Individual Target Bonus Percentage is based on
      their grade level and is expressed as a percentage of their annual base pay
      (see
      Exhibit I). The Individual Target Bonus Percentage for employees who receive
      a
      change in grade level and/or base pay after April 1, 2007, will be prorated
      to
      reflect the new grade and/or base pay at the discretion of the Plan
      Administrator.

    


    Threshold
      Performance Level

    


    In
      order
      for any bonus to be paid out, the overall company EBITDA performance to budget
      must be equal to or greater than 85% of budget. After that level of performance
      is attained, the individual bonus payout will be based on: 1) the financial
      and
      non-financial performance of the business unit and, 2) individual performance.
      The total bonus pool available to be paid out can be increased or decreased
      at
      the discretion of the Compensation Committee based on overall company and
      business unit(s) EBITDA performance compared to budget and/or prior year
      performance.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Bonus
      Available for Individual Payout  

    


    The
      percent of an individual’s target bonus available for payout it determined by
      the entity’s performance relative to budget for each criteria listed below and
      its corresponding weighting:

     

    


     

    The
      entity performance relative to each of the above criteria will yield a payout
      from 0% to 200% for each criteria based on the schedule in Exhibit II. The
      sum
      each criteria’s weighting multiplied by the percent of target bonus for the
      corresponding level of budget variance will yield the percent of an individual’s
      target bonus available
      for
      payout. 

    


    Individual
      Bonus Payout

    


    The
      amount of the available
      bonus
      paid to an individual is a function of their individual performance according
      to
      the following schedule:

    

      
        	
                Individual
                  Rating

              	
                %
                  of Available Bonus Paid Out

              
	
                 

              	
                 

              
	
                0.0
                  (Below Threshold)

              	
                0%

              
	
                1.0
                  (Threshold)

              	
                70%
                  of the individual bonus portion

              
	
                2.0
                  (Target)

              	
                100%
                  of the individual bonus portion

              
	
                3.0
                  (Optimum)

              	
                120%
                  of the individual bonus
                  portion

              


      

    

     

    Individual
      bonus payouts will be pro-rated for individual performance level ratings between
      the “Below
      Threshold-Threshold-Target-Optimum” levels.

    


    An
      individual may not receive more than 200% of their target bonus. 

    


    Bonus
      Payment

    


    All
      Bonus
      Payments are contingent on the approval of the Compensation Committee of the
      Board of Directors. The payments will be paid as soon as administratively
      feasible after the previous year’s financial results are finalized.


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Plan
      Administration

    


    The
      Plan
      shall be administered by the Chief Executive Officer, the Chief Financial
      Officer, and the Vice President of Human Resources, referred to collectively
      hereafter as the “Plan Administrators.” 

    


    Except
      for the terms and conditions set forth in this document, the Plan Administrators
      shall have sole authority to construe and interpret the Plan, to establish,
      amend, and rescind rules and regulations relating to the Plan, to exercise
      discretion in interpolating performance levels and award payouts outside of
      or
      within designated ranges, and to take all such steps and make all such
      determinations in connection with the Plan and Bonus Payments granted hereunder
      as it may deem necessary or advisable, which determination shall be final and
      binding upon all Participants.

    


    Plan
      Communication

    


    A
      copy of
      the Plan including an exhibit specifying the team member’s job title, grade
      level, target and optimum bonus percentages, and performance review form will
      be
      distributed to each eligible team member. 

    


    Retirement,
      Termination, Death and Disability

    


    The
      Plan
      Administrators may,
      but are
      not required to, grant a prorated Bonus Payout as it deems advisable to a
      Participant (or beneficiary in the event of death) who terminates employment
      during 2007 due to retirement, involuntary termination not for cause, or
      disability. Payment of this pro-rated bonus will be made at the same time
      payment is made to other Participants in accordance with the terms and
      conditions of this Plan, and is contingent upon the Participants signing of
      an
      agreement and release with the Company.

    


    No
      Right to Continued Employment

    


    The
      Plan
      shall not create any contractual or other right to receive payouts or other
      benefits in the future. All determinations with respect to any such payments
      shall be made at the sole discretion of the Plan Administrators. A team member’s
      participation in the Plan shall not create a right to further employment with
      his or her employer nor interfere with the ability of his or her employer to
      terminate his or her employment with or without cause.

    


    Termination

    


    The
      Plan
      is in effect for the 2007 calendar year. The Plan Administrator may at any
      time
      suspend the operation of or terminate the Plan.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      I

    2007
      Individual Target Bonus Percentage Chart

     

    
      	
              Grade
                Level

            	 	
              Target
                %

            
	
              19

            	 	
              40%

            
	
              18

            	 	
              35%

            
	
              17

            	 	
              30%

            
	
              16

            	 	
              25%

            
	
              15

            	 	
              20%

            
	
              14

            	 	
              15%

            
	
              13

            	 	
              12.50%

            
	
              12

            	 	
              10%

            
	
              11

            	 	
              5%

            
	
              10
                

            	 	
              5%

            
	
              9
                and below 

            	 	
              3%

            


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Exhibit
      II

    Range
      of Target Bonus Pool

    


    


    
      	
              EBITDA
                

              50
                % Weighting

            	
              Marginal
                Contribution

              30
                % Weighting

            	
              Safety
                Targets

              20%
                Weighting

            
	
              %
                of Budget

              Attained

            	
              %
                Target

              Bonus

            	
              Change
                in Marginal Contribution

            	
              %
                Target

              Bonus

            	
              %
                of Budget

              Attained

            	
              %
                Target

              Bonus

            
	 	 	
              +6%

            	
              200%

            	
              0%

            	
              200%

            
	
              200%

            	
              200%

            	
              +5%

            	
              183%

            	
              10%

            	
              190%

            
	
              180%

            	
              180%

            	
              +4%

            	
              166%

            	
              20%

            	
              180%

            
	
              160%

            	
              160%

            	
              +3%

            	
              150%

            	
              30%

            	
              170%

            
	
              140%

            	
              140%

            	
              +2%

            	
              133%

            	
              40%

            	
              160%

            
	
              120%

            	
              120%

            	
              +1%

            	
              116%

            	
              50%

            	
              150%

            
	
              100%

            	
              100%

            	
              0%

            	
              100%

            	
              60%

            	
              140%

            
	
              95%

            	
              75%

            	
              -1%

            	
              50%

            	
              70%

            	
              120%

            
	
              90%

            	
              50%

            	
              -2%

            	
              0%

            	
              80%

            	
              110%

            
	
              85%

            	
              25%

            	 	 	
              90%

            	
              100%

            
	
              80%

            	
              0%

            	 	 	
              100%

            	
              50%