Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 5, 2009
______________________________
U.S.
CONCRETE, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-26025
|
76-0586680
|
|
(State or other
jurisdiction
of
incorporation)
|
(Commission File
Number)
|
(IRS
Employer
Identification
No.)
|
|
2925
Briarpark, Suite 1050
Houston,
Texas 77042
(Address
of principal executive offices, including ZIP code)
|
|
(713)
499-6200
(Registrant’s
telephone number, including area code)
|
|
Not
Applicable
(Former
name or former address, if changed since last
report)
|
_______________
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation
ofthe registrant under any of the following provisions:
o Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Adoption of 2009 Bonus
Plan
On February 5, 2009, the Compensation
Committee of the Board of Directors of U.S. Concrete, Inc. (the “Committee”)
approved the Company’s 2009 Annual Salaried Team Member Incentive Plan (the
“Plan”). The purpose of the Plan is to attract, retain, motivate and reward team
members for successful company, business unit, and individual performance with
awards that are commensurate with the level of performance
attained.
Eligibility. Each
eligible salaried team member employed by U.S. Concrete and its 100%-owned
subsidiary companies is a participant in the Plan, but must be an active team
member or on an approved leave of absence in order to receive any
payout.
Individual Target
Bonus. The amount of each participant’s individual target bonus
percentage is based on his or her grade level and is expressed as a percentage
of his or her annual base pay. For 2009, each participant’s individual target
bonus percentage is reduced by 25% to account for the depressed economic
conditions and the expected impact on the Company’s financial
results.
Plan Overview. The
Plan consists of two primary components: a financial component, which represents
60% of each participant’s potential individual target bonus; and a strategic
component, which represents 40% of each participant’s potential individual
target bonus.
|
·
|
The
financial component is only earned if the overall Company EBITDA
performance to budget is equal to or greater than 75% of the budgeted
EBITDA for 2009. Actual or budgeted EBITDA can be adjusted at the
discretion of the Committee to reflect certain non-recurring items and the
impact of acquisitions and/or dispositions. If that performance
requirement is satisfied, the percentage of an individual participant’s
target bonus available for payout will be determined by the participant’s
business unit’s performance relative to budget for: (a) free cash flow
(30%); and (b) return on assets (30%). The business unit’s performance
relative to each of the financial criteria will yield a payout from 0% to
60%.
|
|
·
|
The
strategic component is not subject to the EBITDA performance hurdle;
however, it is subject to the discretion of the Committee, depending upon
market conditions and other criteria as it deems
appropriate. This component is based on the individual
participant’s and his or her business unit’s accomplishment of the
following strategic items, which will vary by business unit, corporate
office and individual responsibilities: (a) implementation of the
enterprise resource planning system; (b) safety rates; (c) new product
development; (d) employee development; (e) operational efficiencies; and
(f) strategic positioning.
|
Bonus Payments. All
bonus payments are contingent on the approval of the Committee. The
payments will be paid as soon as administratively feasible after the previous
year’s financial results are finalized. An individual
participant may not receive more than 200% of his or her target
bonus.
Plan Administration.
The Plan will be administered by the Chief Executive Officer, the Chief
Financial Officer, and the Vice President of Human Resources. Except for such
actions as are to be taken by the Committee, as set forth in the Plan, those
plan administrators will have the authority to construe and interpret the Plan,
to establish, amend, and rescind rules and regulations relating to the Plan, to
exercise discretion in interpolating performance levels and award payouts
outside of or within designated ranges, and to take all such steps and make all
such determinations in connection with the Plan and bonus payments granted under
the Plan.
Retirement, Termination,
Death and Disability. A discretionary bonus payout may be made to a
participant (or beneficiary in the event of death) who terminates employment
during 2009 due to retirement, involuntary termination not for cause, death or
disability.
Termination. The Plan
is in effect for the 2009 calendar year. The Plan Administrator may
at any time suspend the operation of or terminate the Plan.
2008 Discretionary
Bonuses
On February 5, 2009, the Committee also
approved discretionary bonus payout amounts to substantially all of the
participants in the 2008 short-term incentive plan, including Messrs. Michael W.
Harlan (our President and Chief Executive Officer), Robert D. Hardy (our
Executive Vice President and Chief Financial Officer), William T. Albanese (our
Vice President of Business Development – Northern California), Thomas J.
Albanese (our Executive Vice President of Sales – Bay Area Region) and M. Terry
Green (our Senior Vice President – Operations).
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
U.S. CONCRETE,
INC. |
|
| |
|
|
|
|
Date:
February 11, 2009
|
By:
|
/s/ Robert
D. Hardy |
|
| |
|
Robert
D. Hardy |
|
| |
|
Executive
Vice President and
Chief
Financial Officer
|
|
| |
|
|
|