Attached files
file | filename |
---|---|
10-K - FORM 10-K - U.S. CONCRETE, INC. | h80312e10vk.htm |
EX-14 - EX-14 - U.S. CONCRETE, INC. | h80312exv14.htm |
EX-23 - EX-23 - U.S. CONCRETE, INC. | h80312exv23.htm |
EX-21 - EX-21 - U.S. CONCRETE, INC. | h80312exv21.htm |
EX-10.9 - EX-10.9 - U.S. CONCRETE, INC. | h80312exv10w9.htm |
EX-32.1 - EX-32.1 - U.S. CONCRETE, INC. | h80312exv32w1.htm |
EX-99.1 - EX-99.1 - U.S. CONCRETE, INC. | h80312exv99w1.htm |
EX-31.2 - EX-31.2 - U.S. CONCRETE, INC. | h80312exv31w2.htm |
EX-31.1 - EX-31.1 - U.S. CONCRETE, INC. | h80312exv31w1.htm |
EX-32.2 - EX-32.2 - U.S. CONCRETE, INC. | h80312exv32w2.htm |
EX-10.10 - EX-10.10 - U.S. CONCRETE, INC. | h80312exv10w10.htm |
EX-10.12 - EX-10.12 - U.S. CONCRETE, INC. | h80312exv10w12.htm |
Exhibit 10.11
First Amendment to
U.S. Concrete Executive Severance Agreement
U.S. Concrete Executive Severance Agreement
U.S. Concrete (the Company), having entered into an Executive Severance Agreement with Jeff L.
Davis (Executive) effective as of July 31, 2007 (the Agreement), does hereby amend the
Agreement effective December 31, 2008 as set forth below:
1. Section 1.2.a.(i) of the Agreement is hereby amended in its entirety to read as follows:
(i) a material diminution in Executives then current Monthly Base Salary,
2. Section 1.4 of the Agreement is hereby amended by adding the following sentence to the end
of that Section:
Notwithstanding the foregoing, an offset may apply to compensation or benefits under this
Agreement only at the time when the compensation or benefits otherwise would have been paid
under this Agreement.
3. Section 3.2(b) of the Agreement is hereby amended in its entirety to read as follows:
pay the Executive a cash amount within 10 days after the consummation of the Change in
Control, equal to the excess of (i) the value of consideration per share of the Companys
capital stock received by a shareholder of the Company in connection with the Change in
Control over (ii) the exercise price per share under the Terminated Option, which excess
shall be multiplied by the number of unexercised shares subject to the Terminated Option.
4. Section 4.10 of the Agreement is hereby amended in its entirety to read as follows:
All amounts payable under Sections 1.1.b and 1.2 of this Agreement shall be paid only after
Executives timely execution, without revocation, of a release in a form satisfactory to the
Company. The Company shall provide the aforementioned release to Executive within 10 days
following the date of Executives termination of employment. Executives execution of the
release shall be considered timely only if the release is executed and returned to the
Company by the deadline specified by the Company, which deadline shall not be earlier than
the 21st day following the date the release is provided to Executive nor later than the 55th
day following the date of termination of Executives employment. If Executive has timely
returned the executed release and the revocation period has expired, the amounts payable
under Sections 1.1.b and 1.2 of this Agreement shall be paid on the 65th day following the
date of Executives termination of employment.
The Company intends that this Agreement be interpreted in a manner compliant with the
requirements of Code Section 409A. If Executive is a specified employee, as such term is
defined in Code Section 409A and determined as described below in this Section 4.10,
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any
payments payable as a result of Executives termination (other than death) shall be payable
on the earliest of (i) the date that is six months after Executives termination, (ii) the
date of Executives death, or (iii) the date that otherwise complies with the requirements
of Code Section 409A. This Section 4.10 shall be applied by accumulating all payments that
otherwise would have been paid within six months of Executives termination and paying such
accumulated amounts at the earliest date which complies with the requirements of Code
Section 409A. Executive shall be a specified employee for the twelve-month period
beginning on April 1 of a year if Executive is a key employee as defined in Section 416(i)
of the Code (without regard to Section 416(i)(5)) as of December 31 of the preceding year or
using such dates as designated by the Company in accordance with Code Section 409A and in a
manner that is consistent with respect to all of the Companys nonqualified deferred
compensation plans. For purposes of determining the identity of specified employees, the
Company may establish procedures as it deems appropriate in accordance with Code Section
409A.
IN WITNESS WHEREOF, the Company has signed this amendment on this 31st day of December,
2008.
U.S. Concrete
|
Agreed by Executive: | |
By: /s/ Michael W. Harlan
|
By: /s/ Jeff L. Davis | |
Name: Michael W. Harlan
|
Name: Jeff L. Davis | |
Title: President & CEO |
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