Contract
Exhibit 4.7
U.S. CONCRETE, INC.
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
This Award Agreement (this “Agreement”) is made as of _________, 20__by and between U.S.
Concrete, Inc., a Delaware corporation (the “Company”), and _________ (the “Optionee”), an
employee of the Company or one of its subsidiaries. For value received, the Company hereby grants
to the Optionee a nonqualified stock option (the “Option”) to purchase from the Company up to
_________ shares of the Common Stock, par value $.001 per share, of the Company (the “Common
Stock”) at a price per share equal to $______ (the “Exercise Price”), subject to the following
terms and conditions:
1. Grant Date. The Option is granted as of _________, 20__ (the “Grant Date”).
2. Exercise Period. Subject to the terms and conditions of this Agreement, the Option will become
exercisable as to 25% of the shares subject thereto on and after the date that is the first
anniversary of the Grant Date and as to an additional 25% of those shares on and after each of the
next three succeeding anniversaries of the Grant Date; provided, however, that the Option will
expire on the date that is the 10th anniversary of the Grant Date (the “Expiration Date”) and must
be exercised, if at all, on or before the Expiration Date.
3. Restrictions on Exercise. The Option may not be exercised unless the Company is satisfied, on the
basis of advice of its counsel, that the exercise will comply with the Securities Act of 1933, as
amended, and all other applicable federal and state securities laws, as they are in effect on the
date of exercise.
4. Termination of Option. Subject to the provisions of the next succeeding sentence, unless the
Company’s Board of Directors or the Compensation Committee of the Company’s Board of Directors (the
“Committee”) determines otherwise, or unless a written agreement between the Optionee and the
Company otherwise sets forth, if the Optionee’s Employment (as defined below) terminates, the
Optionee may exercise the Option during the 90-day period beginning the day after the effective
date of that termination to the extent, but only to the extent, the Option was exercisable
immediately prior to that effective date, provided that the Option will not be exercisable in any
event on or after the Expiration Date. Notwithstanding the foregoing, if the Company terminates
the Optionee’s Employment for Cause (as defined below), the Option will terminate effective as of
the date of that termination. As used herein, (a) “Employment” means the salaried employment of
the Optionee by the Company or one of its subsidiaries, and the transfer of the Optionee’s salaried
employment from the Company to one of its subsidiaries or from one subsidiary of the Company to the
Company or another of its subsidiaries will not constitute a termination of the Optionee’s
Employment for purposes of this Section 4, and (b) “Cause” for the Company’s termination of the
Optionee’s Employment means (i) the Optionee’s conviction of a felony crime (or the Optionee’s
entering of a plea of nolo contendere to any charge against
the Optionee of a felony crime) of any kind, (ii) the Optionee’s violation of a Company policy that
provides for termination of employment in the event of such a violation or (iii) the Optionee’s
continuing failure (except by reason of the Optionee’s incapacity attributable to physical or
mental illness or injury) to substantially perform the duties and responsibilities any general
manager or executive officer of the Company assigns to the Optionee (provided those duties and
responsibilities are commensurate and consistent with the
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capacity in which the Optionee is
employed with the Company or a subsidiary of the Company) for a period of 20 days after the Company
has delivered to the Optionee a written demand for substantial performance which specifically
identifies the bases for the Company’s determination that the Optionee has not substantially
performed his or her duties and responsibilities.
5. Manner of Exercise.
(a) The Optionee may exercise the Option by delivering to the Company a written notice
(an “Exercise Notice”) in such form as the Committee approves, which sets forth the
Optionee’s election to exercise the Option, the number of shares the Optionee is purchasing
and such other representations and agreements as to the Optionee’s investment intent and
access to information as the Company may require to comply with applicable securities laws.
(b) The Optionee must include with any Exercise Notice he or she delivers the full
payment of the total Exercise Price respecting the shares of Common Stock he or she is
purchasing pursuant to that Exercise Notice in cash or, if the U.S. Concrete, Inc. 2008
Incentive Plan (the “Incentive Plan”) so permits and the Optionee so elects, shares of
Common Stock or a combination of cash and shares of Common Stock, provided, that: (i)
shares of Common Stock tendered in payment of the Exercise Price will be valued at Fair
Market Value (as the Incentive Plan defines that term) on the date the Exercise Notice is
delivered; (ii) the Committee will determine the method for tendering shares of Common Stock
in payment of the Exercise Price; and (iii) the Optionee may tender in payment of the
Exercise Price shares of Common Stock that are or were the subject of a compensatory award
(whether under the Incentive Plan or otherwise) only if the Optionee has owned those shares
for at least six months.
(c) The Company will not issue any shares of Common Stock on the exercise of the Option
unless the Optionee has paid or made adequate provision for the payment of any applicable
federal or state withholding obligations of the Company, and the Company will have the right
to withhold (and the Optionee will have the right to require the Company to withhold) at the
time of that issuance and out of the number of shares which otherwise would be issued such
number of the shares being purchased (valued at their Fair Market Value on the date of
withholding) as it deems appropriate to satisfy all those withholding obligations. The
Optionee may transfer to the Company shares of Common Stock theretofore owned by the
Optionee to satisfy the Company’s withholding obligations on the exercise of the Option. If
shares of Common Stock are used for this purpose, those shares will be valued at their Fair
Market Value per share as of the date when the withholding is required to be made.
(d) Subject to the foregoing provisions of this Section 5, if the Exercise Notice and
accompanying payment are in form and substance satisfactory to counsel for the Company, the
Company will issue the purchased shares registered in the name of the Optionee or the
Optionee’s legal representative.
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6. Compliance With Laws and Regulations. The issuance and transfer of the shares of Common Stock
subject to the Option will be subject to compliance by the Company and the Optionee with all
applicable requirements of federal and state laws and with all applicable requirements of any stock
exchange on which the Common Stock may be listed at the time of that issuance or transfer.
7. Non-Solicitation and Non-Disclosure. In consideration for the grant of the Option, the Optionee
agrees that he or she will not, during Optionee’s employment with the Company or any of its
subsidiaries, and for one year thereafter, directly or indirectly, for any reason, for his or her
own account or on behalf of or together with any other person, entity or organization (a) call on
or otherwise solicit any natural person who is employed by the Company or any subsidiary of the
Company in any capacity with the purpose or intent of attracting that person from the employ of the
Company or any of its subsidiaries, or (b) divert or attempt to divert from the Company any
business relating to the provision of ready-mixed concrete and related services. As further
consideration for the grant of the Option, the Optionee agrees that he or she will not at any time,
either while employed by the Company or any of its subsidiaries, or at any time thereafter, make
any independent use of, or disclose to any other person (except as authorized by the Company) any
confidential, nonpublic and/or proprietary information of the Company and its subsidiaries,
including, without limitation, information derived from reports, work in progress, codes, marketing
and sales programs, customer lists, records of customer service requirements, cost summaries,
pricing formulae, methods of doing business, ideas, materials or information prepared or performed
for, by or on behalf of the Company or any of its subsidiaries.
8. Effect of the Incentive Plan. The Option constitutes an Employee Award in the form of a
Nonqualified Option under, and this Agreement will be deemed for all purposes to constitute an
Award Agreement entered into pursuant to, the Incentive Plan, which hereby is incorporated in this
Agreement by this reference, including the provisions thereof relating to the adjustment of the
Exercise Price and other terms of the Option.
9. Nontransferability of Option. The Option may not be transferred in any manner other than by will
or by the laws of descent and distribution or pursuant to a domestic relations order as defined in
the Internal Revenue Code of 1986, as amended, or Title I of the Employee Income Retirement
Security Act of 1974, as amended, or the rules thereunder. The terms of the Option will be binding
on the executors, administrators, successors and assigns of the Optionee.
| U.S. CONCRETE, INC. |
||||
| By: | ||||
| Xxxxxxx X. Xxxxxx | ||||
| President and Chief Executive Officer | ||||
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Acceptance
The Optionee hereby acknowledges receipt of a copy of the Incentive Plan, represents that the
Optionee has read and understands the terms and provisions of the Incentive Plan and this
Agreement, and accepts the Option, as of the date first written above, subject to all the terms and
provisions of the Incentive Plan and this Agreement.
| [Optionee] | ||||
| Social Security No.: | ||||
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