**Exhibit 10.3****EMPLOYMENT AGREEMENT**     THIS EMPLOYMENT AGREEMENT is entered into as of the 1st day of November 2006, by andbetween Meadow Valley Corporation, a Nevada corporation (the “Employer”), and Kenneth D. Nelson(the “Employee”).     The Employer hereby employs the Employee on a full-time basis, and the Employeehereby accepts such full-time employment on the terms and conditions hereinafter setforth.     1.** ****EMPLOYMENT.** Employee is employed as the Vice President — Chief AdministrativeOfficer for the Employer. Employee shall perform all duties as outlined herein and as may beassigned by the Employer and shall devote full time, attention and loyalty to the affairs of theEmployer. The duties of the Employee shall specifically be:     A) To provide oversight and technical assistance to the F-Cost systemand provide assistance to projects to insure proper accounting and allocation ofjob costs.     B) To provide and/or delegate the training for proper use of F-Costand Cash Flow (ECAC’s).     C) To provide oversight and coordinate the purchase, maintenanceand upgrading of all information systems software and hardware, as well as thetraining of individuals as to their proper use.     D) To be responsible for all aspects of Risk Management, includingobtaining the most competitive insurance rates, negotiating with and selectinginsurance carriers and determining proper allocation of insurance costs tooperating units.     E) To assist the Company Safety/EEO Director in minimizingworkers compensation costs through competitive rates or assisting in counteringpotentially fraudulent claims.     F) To coordinate with appropriate management all third party claims,bond claims, arbitration or litigation in which the Company may be involved andkeep all interested parties informed of their status.     G) To monitor, approve and allocate the Company’s legal costs andassist/advise all operating units relative to selection of legal counsel.     H) To negotiate with, select and maintain adequate and competitive employee health,welfare and dental plans.     I) To maintain the Company’s 401(k), pension plans or any other pension-relatedbenefits that the Company has or may have in place.     J) Assist in various tracking and reporting, such as the Company’s bid results andbacklog reports.     K) Assist in preparing annual operating budgets, strategic plans and any specialassignments related to acquisitions or mergers.     L) Any other assignment as may be delegated by the Chief Executive Officer (“CEO”), theChief Financial Officer (“CFO”) or the Chief Operating Officer (“COO”).
 

 
     2.** ****TERM.** Subject to the provisions of termination provided in paragraph12, the term of this Agreement shall be three years from the date of execution or from thedate of the most recent renewal. Subject to a mandatory annual review (“Review”) of theEmployee’s performance by the CEO, this Agreement may be renewed annually if theoutcome of the Review results in a recommendation for renewal by the CEO to the BoardCompensation Committee (“Committee”) and the Committee, by majority vote,authorizes the renewal.     3.** ****COMPENSATION.** Employee shall receive a base salary of OneHundred Forty Thousand Dollars ($140,000,00) per year, payable in accordance with theregular payroll practices of Employer, and subject to applicable deductions ofwithholding taxes and other customary employment taxes. The CEO shall reviewEmployee’s salary at a minimum annually and may adjust Employee’s salary upward torecognize improvement, achievement or expansion of Employee’s responsibilities subjectto approval of the Committee.     Employee shall participate as a member of senior management in cash incentive plans ascurrently existing or as amended or adopted in the future by the Committee. Cash bonus plans aresubject to annual review and/or change by the Committee.     4.** ****OPTIONS TO ACQUIRE COMMON STOCK.** Employee is elligibleto participate in the Meadow Valley Corporation 2004 Equity Incentive Plan. Futuregrants of stock options shall be subject to the discretion of Meadow Valley Corporation’sboard of directors.     5.** ****EMPLOYEE BENEFITS.** Employer shall provide to Employee, and tothe Employee’s dependents, a comprehensive major medical, health, and dental insuranceprogram comparable to the programs normally provided by other employers in the sameindustry and marketplace, and the Employer shall pay the cost of the Employee’s portionof the premium. Should, at any time, the Employee opt to maintain a personal majormedical and health insurance policy for himself and for his dependents and not participatein the Employer’s group plan, then Employer shall reimburse Employee the lesser of theamount Employee pays for said personal policy, as evidenced by adequatedocumentation, or what Employer would otherwise be paying were Employeeparticipating in the Employer’s group plan. Should the Employee opt to maintain his owncoverage, neither he nor his dependents shall be precluded from later participating in theEmployer’s group plan so long as they otherwise qualify for enrollment.     At Employer’s cost, Employer will maintain a life insurance policy covering Employee, with atleast $500,000 of death benefits being payable, in a manner that is free of income tax, toEmployee’s estate or other beneficiaries designated by Employee.     Employer agrees to provide Employee with an automobile for business-related use. In additionto the cost of the vehicle itself, Employer shall pay, directly or by reimbursement to Employee,for all maintenance, fuel, repairs, insurance, operating and other costs incidental thereto.
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     Employer shall pay for, or reimburse Employee for, dues for his membership in industryrelated associations perceived as beneficial to Employer and as approved by the CEO or the COO.     So long as it is within the guidelines of the respective plan, Employee shall be given theopportunity to participate in Employer’s 401(k) and any other plans made available to othermembers of executive management.     Employee shall be entitled to receive all other employee benefits for senior managementpersonnel upon the terms and conditions then in effect, including long term disability insurance.     6.** ****MOVING EXPENSES AND****SUBSISTENCE.** In the event theEmployer requires the Employee to relocate, the Employer shall pay for all moving costsof reasonable and normal household effects, including up to six months storage of suchhousehold effects while Employee obtains a permanent residence in the relocation area.Employee shall obtain a minimum of two moving and storage quotes from reputablemovers and Employer shall pay the most competitive rate.     Employer shall provide Employee a subsistence allowance of Two Thousand Dollars ($2,000.00)per month for the lesser of nine months from the date of reassignment in a new location or untilsuch time as the relocation of Employee and his/her spouse to the relocation area is complete. Inaddition, costs for one round-trip airline ticket per week between the Employee’s previous locationand the relocation area will be reimbursed by Employer to Employee during the same nine-monthperiod, or less if relocation is completed earlier. Such tickets may be used either by Employee orby his/her spouse.     7.** ****HOLIDAYS AND VACATION.**     A) Employee shall be paid for the following seven (7) holidays: NewYear’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day andthe day after Thanksgiving, and Christmas Day and all other holidays forEmployees of the Company as approved by the CEO or Board of Directors.     B) Employee is entitled to four weeks vacation during the first year ofemployment and for each year thereafter. Unused vacation in any given year shallaccrue to following years up to a maximum of eight weeks in any one year.     8.** ****RESPONSIBILITIES OF EMPLOYEE.** The Employee shall devotesuch reasonable time as is necessary or is deemed reasonably necessary by the Employerto carry out all required duties and will devote full time to the Employer during normalbusiness hours. The Employee shall at all times faithfully, with diligence and to theEmployee’s best good faith ability, experience and talents, perform all the duties that maybe required pursuant to the express terms hereof to the reasonable satisfaction of theEmployer, in accordance with customary professional standards.     9.** ****WORKING FACILITIES.** The Employee shall be furnished with allfacilities and services suitable to Employee’s position and adequate for the performanceof Employee’s duties.
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     10.** ****EXPENSES.** The Employee is authorized to incur reasonable expensesfor promoting the business of the Employer, including expenses for entertainment, traveland similar items. The Employer shall reimburse the Employee for all such expenses onthe presentation by the Employee of itemized and adequately documented accounts ofsuch expenditures.     11.** ****DISABILITY.** If unable to perform duties under the terms of thisAgreement by reason of illness or incapacity for a period of four weeks, Employee shall,commencing at the end of such four week period, be entitled to receive Employee’scompensation hereunder for a period of up to and including a maximum of one year oruntil he is no longer disabled, whichever occurs first. After one year of disability at fullsalary, the Employee, or his designated beneficiary, shall be provided with a disabilityinsurance policy, if available, at no cost to Employee. The disability income policywould provide for monthly income benefits at the rate of sixty percent (60%) of theEmployee’s base salary at the time the disability occurred. The Company will attempt toprocure a disability income policy that would provide monthly benefits until theEmployee reaches 65 years of age or is no longer disabled whichever occurs first. If sucha policy is unavailable, the Company will attempt to provide the best policy available. Ifno policy is available, no other disability income benefits will be provided.     12.** ****TERMINATION.** This Employment Agreement may be terminatedunder the following circumstances:     A)******WITHOUT CAUSE.** Employer may terminate this Agreement atany time upon thirty (30) days written notice to Employee, but Employer shall beobligated to pay to Employee compensation in a lump sum for the balance of theterm of this Agreement within 30 days of termination, unless Employee agrees toother payment terms.     B)******VOLUNTARY TERMINATION BY EMPLOYEE WITHOUT****CAUSE.** Employee may terminate this Agreement at any time upon thirty (30)days written notice to Employer and Employer shall be obligated, in that event, topay Employee compensation up to the date of the termination only. All accruedbut unpaid compensation and Employee benefits shall be paid in cash within 30days of termination, unless Employee agrees to other payment terms.     C)******TERMINATION BY EMPLOYER FOR REASONABLE**** CAUSE.** The Employer may terminate this Agreement for reasonable cause uponthe unanimous vote of the Board of Directors and by thirty (30) days writtennotice to the Employee and Employer shall be obligated, in that event, to payEmployee compensation up to the date of termination only. For purposes hereof,“cause” shall be defined as meaning (i) such conduct by the Employee whichconstitutes material breach of this Agreement which is not cured within ninety(90) days of written notice to the Employee of said alleged breach or (ii) amaterial failure to competently perform Employee’s duties as stated in paragraph 1in accordance with applicable professional standards as stated in paragraphs 1 and8 hereof provided that Employer has previously given Employee written notice
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and a reasonable opportunity to remedy such failure and such failure has a materiallyadverse effect on the business or financial condition of Employer or (iii) material breachof Employee’s fiduciary duty and such breach has a material adverse effect on the businessor financial condition of Employer or (iv) egregiously improper or illegal conduct of theEmployee which, based upon a unanimous good faith determination of the Board of Directorsof the Employer, has a material adverse affect on Employer.     D)******TERMINATION BY EMPLOYEE FOR REASONABLE****CAUSE.** Employee may terminate this Agreement for cause. In such event,Employer shall be obligated to pay Employee compensation in lump sum for the balance of theterm of this Agreement within 30 days of termination or as Employee shall agree, plusdamages suffered and expenses incurred by reason thereof. For this purpose “cause” shallmean (i) a material breach of this Agreement by Employer or (ii) failure of Employer to payany amount owed Employee hereunder at the time and in the amount due or (iii) failure ofEmployer to follow applicable law, especially with respect to SEC filings and complianceover the objection of Employee or contrary to the reasonable advice of Employee or (iv)egregiously improper conduct with respect to dealing with Employee or in a manner whichbrings discredit to Employee.     13.** ****CONFIDENTIALITY.** Employee agrees not to disclose anyconfidential, proprietary competitively sensitive information to persons who are notemployees, directors, lenders, bonding agents, insurance companies or advisors of theEmployer, except as required by law, without prior consent of the Employer; providedhowever, any disclosure involving this paragraph shall not result in a breach of thisAgreement unless the disclosure has a materially adverse effect on the Employer.     14.** ****INDEMNIFICATION.** Employer and Meadow Valley Contractors, Inc.shall provide Employee with an Officer Indemnification Agreement in the form attachedhereto.     15.** ****NOTICES.** All notices, demands, and communications given under thisAgreement (“Notice”) shall be in writing and delivered personally or sent by registered orcertified mail, return receipt requested, in the United States mail, postage prepaid,addressed as follows:If to Employer:Meadow Valley Corporation