APPENDIX B
U.S. Concrete, Inc.
Long Term Incentive Plan
(as amended effective as of February 13, 2019)
1. Purpose. The purpose of the U.S. Concrete, Inc. Long Term Incentive Plan (the Plan) is to
provide a means through which U.S. Concrete, Inc., a Delaware corporation, and its Subsidiaries (collectively, except where otherwise specified or where the context indicates reference only to U.S. Concrete, Inc., the
Company), may attract and retain able Persons as employees, directors and consultants of the Company and to provide a means whereby those Persons can acquire and maintain stock ownership, or awards the value of which is
tied to the performance of the Company, thereby strengthening their concern for the welfare of the Company. A further purpose of this Plan is to provide such employees, directors and consultants with additional incentive and reward opportunities
designed to enhance the profitable growth of the Company.
2. Definitions. For purposes of this Plan, the following
terms shall be defined as set forth below, in addition to such terms defined in Section 1 hereof:
(a) Annual Incentive Award means a conditional right granted to an Eligible Person under
Section 8(b) hereof to receive a cash payment, Stock or other Award, unless otherwise determined by the Committee, after the end of a specified year.
(b) Award means any Option, SAR, Restricted Stock Award, Restricted Stock Unit, Bonus Stock, Dividend
Equivalent, Other Stock-Based Award, Performance Award or Annual Incentive Award, together with any other right or interest granted to a Participant under this Plan.
(c) Board means the Board of Directors of U.S. Concrete, Inc.
(d) Bonus Stock means Stock granted as a bonus pursuant to Section 6(f).
(e) Change in Control means, except as otherwise provided in an Award Agreement, the occurrence of
a change in the ownership of U.S. Concrete, Inc., a change in effective control of U.S. Concrete, Inc., or a change in the ownership of a substantial portion of the assets of U.S. Concrete, Inc., in each case,
within the meaning of the Nonqualified Deferred Compensation Rules.
(f) Code means the Internal
Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations thereto.
(g) Committee means the Compensation Committee of the Board (or any other committee of the Board that
the Board designates by a written resolutions to administer the Plan) or, if none is appointed, the entire Board.
(h) Covered Employee means an Eligible Person who is designated by the Committee, at the
time of grant of a Performance Award or Annual Incentive Award, as likely to be a covered employee within the meaning of section 162(m) of the Code for a specified fiscal year.
(i) Dividend Equivalent means a right, granted to an Eligible Person under Section 6(g), to
receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments.
(j) Effective Date means May 15, 2013.
B-1