Contract

Exhibit 4.8

U.S. CONCRETE, INC.
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”), a Nonemployee Director (as defined in the U.S. Concrete, Inc. 2008 Incentive Plan (the “Incentive Plan”)) of the Company. 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 fully exercisable as to all of the shares subject thereto on the date which is 180 days after the Grant Date; provided, however, that the Option will expire on the date that is the fifth 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. If the Optionee’s status as a Nonemployee Director terminates, the Optionee may exercise the Option during the 180-day period beginning the day after the effective date of termination of that status, provided that (a) if the Optionee resigns as a Director (as defined in the Incentive Plan) without the consent of a majority of the other Directors, then effective immediately upon such resignation the Optionee will forfeit the Option if it is not then exercisable and (b) the Option will not be exercisable in any event on or after the Expiration Date.

     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 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

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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) 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.

     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. Effect of the Incentive Plan. The Option constitutes a Director 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.

     8. 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 

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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