Unassociated Document


    
      Exhibit
10.22

      



       

      2009
ANNUAL SALARIED TEAM MEMBER INCENTIVE PLAN

      


      Purpose/Philosophy

      


      The
purpose of the 2009 Annual Salaried Team Member Incentive Plan (the “Plan”) is
to attract and retain highly qualified and productive team members of U.S.
Concrete, Inc. (“U.S. Concrete” or the “Company”), motivate them, and reward
them fairly for their individual performance, as well as their contributions to
the Company’s, and their respective business units’, short- and long-term
financial and strategic performance.

      


      


      Eligibility

      


      Each
eligible salaried team member employed by U.S. Concrete and its 100%-owned
subsidiary companies is a participant in the Plan (each a “Participant”), and
must be an active team member or on an approved leave of absence in order to
receive any payout.   Team members hired during 2009 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, 2010.

      


      Individual Target
Bonus

      


      The
amount of each team member’s “Individual Target Bonus” percentage is based on
his or her grade level and is expressed as a percentage of his or her 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, 2009 will be prorated to reflect the new grade and/or base pay at
the discretion of the Plan Administrators (as defined below).  For
2009, each Participant’s individual target bonus percentage is reduced by 25% to
account for the depressed economic conditions and the expected impact on the
Company’s financial results.

      


      Plan
Overview

      


      The Plan
consists of two primary components.

      


      
        	
                 
      

              	
                ·

              	
                The
      first is the Financial component, which represents 60% of each
      Participant’s potential Individual Target
Bonus.

              


      

      


      
        	
                 
      

              	
                ·

              	
                The
      second is the Strategic component, which also represents 40% of each
      Participant’s potential Individual Target
Bonus.

              


      

      


      The
Financial component is only earned if the overall Company EBITDA performance to
budget is equal to or greater than 75% of the budgeted EBITDA for 2009 (see
Exhibit II).  Actual or budgeted EBITDA can be adjusted at the
discretion of the Compensation Committee of the Board of Directors of the
(“Compensation Committee”) to reflect certain non-recurring items and the impact
of acquisitions and/or dispositions.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        
          2009
ANNUAL SALARIED TEAM MEMBER INCENTIVE PLAN

          
            

            

          

        

      

       

      The
Strategic Component is not subject to the above-referenced EBITDA performance
hurdle; however, it is subject to the discretion of the Compensation Committee,
depending upon market conditions and other criteria as it deems
appropriate.

      


      Individual
Bonus Payout Under the Financial Component of the Incentive
Plan

      


      The
percentage of an individual Participant’s target bonus available for payout will
be determined by his or her business unit’s performance relative to budget for
the criteria listed below and its corresponding weighting:


      
        	 	 	 	 
	 
      	 	
                Criteria

              	
                Weighting

              
	
                FINANCIAL

              	 	 
      	 
      
	
                I.

              	 	
                Free Cash Flow  (as
      defined)

              	
                30%

              
	
                II.

              	 	
                Return
      on Assets

              	
                30%

              
	 
      	 	
                Total
      percent of Target

              	
                60%

              


      

      


      The
business unit’s performance relative to the financial criteria will yield a
payout from 0% to 60% based on the schedule in Exhibit III.  The sum
of each criteria’s weighting multiplied by the percentage of target bonus for
the corresponding level of budget variance will yield the percentage of an
individual’s target bonus to be paid out.

      


      Individual Bonus Payout
Under the Strategic Component of the Incentive plan

      


      An
Participant is also eligible to receive 40% of his or her target bonus on his or
her individual and business unit’s accomplishment of the strategic items listed
below.

      


      
        	
                STRATEGIC
      (see Exhibit V.)

              	 	
                 (varies by business
      unit/Corporate)

              	
                40%

              
	
                I.

              	 	
                Strategic
      Positioning

              	 
      
	
                II.

              	 	
                Operational
      Efficiencies

              	 
      
	
                III.

              	 	
                New
      Product Development

              	 
      
	
                IV.

              	 	
                Project
      Impact

              	 
      
	
                V.

              	 	
                Employee
      Deployment

              	 
      
	
                VI.

              	 	
                Safety
      Rates

              	 
      


      

      


      Note that
the Strategic Components will vary by business unit, corporate office and
individual responsibilities.  An individual Participant’s Strategic
Component of the incentive plan will be based on his or her individual
performance according to the following schedule:

       

      
        
          	
                  Individual
      Rating

                	
                  % of Available Bonus
      Paid Out

                
	 
      	 
      
	
                  0.0
      (Below Threshold)

                	
                      0%

                
	
                  1.0
      (Threshold)

                	
                    50%
      of the strategic bonus portion

                
	
                  2.0
      (Target)

                	
                  100%
      of the strategic bonus portion

                
	
                  3.0
      (Optimum)

                	
                  200%
      of the strategic bonus portion

                


        

         

        
          
             

          

          
            Page
2

            
              

            

          

          
             

          

        

      

       

      2009
ANNUAL SALARIED TEAM MEMBER INCENTIVE PLAN

      
        

        

      

       

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

      


      Although
the Strategic Component is not subject to the EBITDA performance hurdle, it is
subject to the discretion of the Compensation Committee, and may be modified or
eliminated depending upon market conditions and other criteria as it deems
appropriate.

      


      Bonus
Payments

      


      All bonus
payments are contingent on the approval of the Compensation
Committee.  The payments will be paid as soon as administratively
feasible after the previous year’s financial results are
finalized.   An individual Participant may not receive more than
200% of their target bonus.

      


      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
herein as the “Plan Administrators.”

      


      Except
for such actions as are to be taken by the Compensation Committee, as set forth
in the Plan, the Plan Administrators shall have the 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 they 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

      


      Subject
to the determinations to be made by the Compensation Committee pursuant to the
Plan, the Plan Administrators may, but
are not required to, grant a prorated Bonus Payout in their discretion to a
Participant (or beneficiary in the event of death) who terminates employment
during 2009 due to retirement, involuntary termination not for cause, death or
disability.  Payment of any such prorated 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 shall be contingent upon the Participant’s signing
of a release with the Company.

       

      
        
           

        

        
          Page
3

          
            

          

        

        
           

        

      

       

      
        2009
ANNUAL SALARIED TEAM MEMBER INCENTIVE PLAN

        
          

          

        

      

       

      No Right to Continued
Employment

      


      The Plan
shall not create any contractual or other right to receive payouts or other
benefits in the future.  Subject to the determinations to be made by
the Compensation Committee pursuant to the Plan, all determinations with respect
to any such payments shall be made at the 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 2009 calendar year.  The Plan Administrator’s may
at any time suspend the operation of or terminate the Plan.

      


       

      _______________________________

      Michael
W. Harlan

      President
and Chief Executive Officer

      U.S.
Concrete, Inc.

       

      
        
           

        

        
          Page
4