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First Amendment to
U.S. Concrete Executive Severance
Agreement
U.S. Concrete
(the “Company”), having entered into an Executive
Severance Agreement with Michael L. Gentoso
(“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 Executive’s 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 Company’s 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 Executive’s timely execution,
without revocation, of a release in a form satisfactory to the
Company. The Company shall provide the af
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