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USCR > SEC Filings for USCR > Form 8-K on 17-Apr-2013All Recent SEC Filings

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Change in Directors or Principal Officers

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers As previously reported, on March 1, 2013, the Board of Directors (the "Board") of U.S. Concrete, Inc. (the "Company") approved a form of a nonqualified deferred compensation plan for certain key employees, including the Company's named executive officers. At that time the Board authorized the officers of the Company to proceed with all necessary acts to finalize such a nonqualified deferred compensation plan. The U.S. Concrete, Inc. Deferred Compensation Plan (the "Plan") has now been completed in its final form and the Board approved such final form of the Plan on April 16, 2013.
The Plan is an unfunded arrangement intended to be exempt from the participation, vesting, funding and fiduciary requirements set forth in Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). The obligations of the Company under the Plan will be general unsecured obligations of the Company to pay deferred compensation in the future to eligible participants in accordance with the terms of the Plan from the general assets of the Company, although the Company may establish a trust to hold amounts which the Company may use to satisfy Plan distributions from time to time. The establishment of such a trust shall in no way deem the Plan to be "funded" for purposes of ERISA or the Code. The Board's 401(k) Committee will act as Plan administrator.
Pursuant to the Plan, a select group of management employees at a Grade 16 or higher will be eligible to participate by making an irrevocable election to defer up to seventy-five percent (75%) of the participant's annual base salary, as well as seventy-five percent (75%) of any annual bonus award. A participant will be 100% vested at all times in their account within the Plan. The Company will not provide any matching or discretionary contributions to the Plan on any participant's behalf.
Payment of Plan accounts will occur upon a participant's separation from service with the Company. The Company will require a six month delay in the payment of Plan benefits if the participant is a "specified employee" pursuant to Section 409A of the Code at the time of his separation from service with the Company and its affiliates, and an earlier payment would result in the imposition of an excise tax on the participant if the amounts were received at the time of his separation.
The Company may, at any time, in its sole discretion, terminate the Plan or amend or modify the Plan, in whole or in part, except that no such termination, amendment or modification shall have any retroactive effect to reduce any amounts deemed to be accrued and vested prior to such amendment.
The foregoing description is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibits 10.1and 10.2 and incorporated into this Current Report on Form 8-K by reference. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No. Exhibit
10.1 U.S. Concrete, Inc. Deferred Compensation Plan
10.2 U.S. Concrete, Inc. Deferred Compensation Plan Adoption Agreement

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