ex10_1.htm


    
      
        

      

      Exhibit
10.11

       

      Employment
Agreement

       

      Sterling
Construction Company, Inc. & Roger M. Barzun 

       

      This
Employment Agreement (this "Agreement") is entered into
as of the 17th day of
March, 2006 (the "Effective
Date") between Sterling
Construction Company, Inc. (hereinafter the "Company") and Roger M. Barzun (hereinafter
"you").  For and in consideration of the mutual covenants contained
herein, the parties agree as follows:

       

      
        	
                Term:

              	
                Your
      employment under the terms and conditions of this Agreement will commence
      on the Effective Date and will continue until terminated by one of the
      parties as provided below under the heading
  "Termination."

              
	
                Title:

              	
                The
      Company will elect you Senior Vice President, Secretary & General
      Counsel of the Company or to such higher position or positions as the
      Board of Directors of the Company may determine in its absolute
      discretion.  You will report jointly to the Chief Executive
      Officer and the Board of Directors of the Company.

              
	
                Responsibilities:

              	
                You
      will carry out the normal and customary responsibilities of a general
      counsel of a publicly-traded company.  Such responsibilities
      include, but are not limited to the following:

                · Performing
      legal work and giving legal advice to the Company in the areas in which
      you are competent to do so by reason of your training and/or
      experience.

                 

                · The
      preparation of SEC filings.

                 

                · The
      selection, retention and supervision of outside counsel.

                 

                · The
      review of outside legal counsel legal fees and bills.

                 

                · Overall
      supervision and conduct of the Company's legal affairs.

                 

                At
      the request of the Company, you agree to also serve as an officer and/or
      director of one or more of the subsidiaries of the Company.

                You
      may undertake representation of other clients, provided that doing so does
      not conflict or interfere with the carrying out of your responsibilities
      to the Company.

              
	
                Salary:

              	
                The
      Company will pay you an annualized salary of $27,500 until March 31, 2006
      and thereafter $60,000 ("Salary") in
      approximately equal installments at the same time as other officers of the
      Company are paid.  Your Salary will be subject to such increases
      as the Compensation Committee of the Board of Directors of the Company may
      determine from time to time in its sole discretion.  Any
      increase in your Salary will upon its effective date without any further
      act by you or the Company be and become your Salary for all purposes of
      this Agreement.

              
	
                Bonus:

              	
                You
      will be eligible for an annual bonus in an amount that the Compensation
      Committee deems appropriate after taking into consideration the Company's
      consolidated financial results for the year, the number of non-routine
      legal transactions to which you devoted substantial time, and such other
      matters as the Compensation Committee deems relevant.

              
	
                Benefits:

              	
                You
      will be entitled to participate in all health, insurance and other benefit
      programs made available from time to time to officers of the Company
      generally and on the same terms and conditions.

                You
      will be eligible to participate in the Company's stock incentive plans to
      the extent approved by the Compensation Committee.

              
	
                Business
      Expenses:

              	
                The
      Company will reimburse you in accordance with Company expense
      reimbursement policies in effect from time to time for all reasonable
      business expenses incurred by you in carrying out your responsibilities
      under this Agreement.

              


      

       

      
        
          
          

        

        
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                Indemnification:

              	
                The
      Company will defend and indemnify you against, and hold you harmless from,
      any and all costs, liabilities, losses, claims and exposures arising out
      of your services as an employee and/or officer of the Company and as an
      officer and/or director of any of the Company's subsidiaries to the
      maximum extent permitted under applicable laws and under the Company's
      charter and bylaws.

              
	
                Confidential
      Information:

              	
                Except
      in carrying out your responsibilities under this Agreement or in response
      to a legal requirement, during your employment by the Company and
      thereafter, you will not disclose to any person, firm or corporation and
      you will not use any confidential information of the Company or its
      subsidiaries.

              
	
                Termination:

                For
      Cause:

              	
                 

                The
      Company may terminate your employment for Cause (as defined below)
      immediately upon giving you written notice of termination and paying you
      your Salary then in effect accrued to the date of
    termination.

              
	
                Without
      Cause, including by reason of Death or Permanent
    Disability:

              	
                The
      Company may terminate your employment without Cause or by reason of your
      death or permanent disability upon written notice to you (or to your
      personal representative, as the case may be) provided that it does the
      following:

                · Pay
      to you your Salary then in effect in at least bi-weekly installments for a
      period of six (6) full calendar months following the effective date of the
      termination of your employment.

                 

                · Pay
      to you within thirty (30) days of the effective date of termination any
      bonus to which you would otherwise have been entitled had your employment
      not been terminated, pro-rated, however, for the length of time during the
      period to which the bonus relates that you were an employee of the
      Company.  For purposes of determining the amount of the bonus to
      which you would have been entitled had your employment not been
      terminated, the Company will make such reasonable assumptions as it in
      good faith determines.

                 

              
	 
      	
                Your
      employment will be deemed to have been terminated by the Company without
      Cause in the event that the Company without your consent reduces your
      Salary; fails to elect you to the offices set forth above under the
      heading "Title" or breaches any other material term of this
      Agreement.

              
	
                Definition
      of Cause:

              	
                "Cause"
      is defined for purposes of this Agreement as any act by you of fraud,
      material dishonesty or serious moral turpitude; or material misconduct or
      a material breach by you in connection with the performance by you of your
      responsibilities under this Agreement.

              
	
                Resignation:

              	
                You
      may resign from the Company's employ by giving the Company sixty (60)
      days' prior written notice.  In the event of your resignation,
      you will be paid your Salary then in effect through the effective date of
      your resignation, but no bonus will be paid to you for the year in which
      your notice of resignation is given or, if different, the year in which it
      becomes effective.  The Company at its election may treat your
      notice of resignation as a resignation by you effective upon the date the
      notice is received of some or all of the officer and director positions
      you then hold in the Company and its subsidiaries, but the Company will
      nevertheless continue to pay you your Salary then in effect during the
      sixty-day period.

              
	
                Notices:

              	
                All
      formal notices required or permitted under this Agreement that concern
      this Agreement must be in writing and will be deemed given to a party
      either when hand delivered to the party against a receipt therefor; or
      when received (or when delivery is refused) by such party if sent by a
      courier service with instructions to provide next-business-day delivery
      and proof of delivery.  Notices must be sent to the Company at
      its headquarters address, attention of the President and must be sent to
      you at your most recent residence address in the Company's
      records.

              
	
                Pro-ration

              	
                All
      amounts payable to you under this Agreement will be deemed earned on a
      daily basis, and when pro-ration is necessary or appropriate, amounts will
      be pro rated based on a 365-day year.

              
	
                Other
      Terms

              	
                This
      Agreement supersedes and replaces all prior agreements between you and the
      Company.

                The
      waiver by a party of a breach of any provision of this Agreement will not
      operate or be construed as a waiver of any subsequent breach of the same
      or of any other provision of this Agreement.

                This
      Agreement may only be amended by the written agreement of both
      parties.

                As
      used in this Agreement, the word "will" means "is obligated to" and the
      word "may" means "is permitted to."

                The
      parties intend and agree that the terms and provisions of this Agreement
      and the performance of the parties hereunder be governed by the laws of
      the State of Texas, excluding its conflicts of laws provisions, and all
      disputes hereunder are subject exclusively to the jurisdiction of the
      state or federal courts sitting in Harris County, Texas.

                This
      Agreement may be executed in multiple counterparts, each of which may be
      considered an original, but all of which together will constitute but one
      and the same instrument.

                This
      Agreement when signed by a party may be delivered by telecopier or other
      electronic transmission with the same force and effect as if the same were
      an executed and delivered original manually signed
      counterpart.

              


      

      In
witness whereof the parties have executed this Agreement as of the Effective
Date.

       

      
        	
                Sterling Construction Company,
      Inc.

                 

                 

                By: 
      /s/ Patrick T.
      Manning                                                                

                Patrick T. Manning

                Chairman & Chief Executive
      Officer

              	
                 

                 

                 

                /s/
      Roger M. Barzun

                                               
      Roger
      M. Barzun

              
	 
      	 
      


      

       

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