Unassociated Document


    
      
        
          

        

      

      Exhibit
        10.4

      EMPLOYMENT
        AGREEMENT

       

      OF

       

      RICHARD
        H. BUENTING

       

      This
        Employment Agreement is between you, Richard H. Buenting, and Road and
        Highway Builders, LLC ("RHB") and is intended to become effective on
        October 31, 2007, the closing date of the purchase by Sterling Construction
        Company, Inc. or its assignee ("SCC") of all of the membership
        interests in RHB (the "Closing Date.")  It provides for your
        employment on the following terms and conditions:

       

      
        
          	
                  Term
                    of  this Agreement:

                	 	
                  This
                    Employment Agreement begins on the Closing Date and continues
                    until 5:00
                    p.m. Pacific Time on the last day of the forty-second full calendar
                    month
                    following the month in which the Closing Date occurs.

                
	 	 	 
	
                  Your
                    Annualized Salary:

                	 	
                  RHB
                    will pay you an annualized salary of $150,000, which will be
                    paid to you
                    in installments at the same time and for the same period as other
                    employees of RHB are paid and will be subject to annual review
                    for merit
                    increases.

                
	 	 	 
	
                  Your
                    Bonus

                	 	
                  You
                    will be eligible to earn a bonus based on predetermined goals
                    that is
                    structured to offer you a potential maximum annual bonus equal
                    to 100% of
                    your annualized salary.

                
	 	 	 
	
                  Your
                    Responsibilities:

                	 	
                  You
                    will perform the duties and responsibilities of the chief executive
                    officer of RHB, and will report to Joseph P. Harper, Sr., President
                    of
                    SCC.  However, this reporting relationship is subject to change
                    from time to time by SCC as the business requires.

                
	 	 	 
	
                  Your
                    Benefits:

                	 	
                  You
                    will be eligible to participate in the same health, vacation,
                    and other
                    benefit plans and in the same manner and to the same extent as
                    other
                    senior managers of RHB.

                
	 	 	 
	
                  Business
                    Expenses:

                	 	
                  RHB
                    will reimburse to you in accordance with its expense reimbursement
                    policy
                    the reasonable business expenses that you incur in the performance
                    of your
                    responsibilities.

                
	 	 	 
	
                  Confidential
                    Information:

                	 	
                  You
                    understand and agree that —

                
	 	 	 
	 	 	
                  ·

                	
                  You
                    are required to hold the confidential and proprietary information
                    of RHB
                    and its affiliated companies in confidence and not to disclose
                    it to
                    anyone outside of RHB and its affiliated companies;

                
	 	 	 	 
	 	 	
                  ·

                	
                  You
                    may only use that confidential information for the benefit of
                    RHB and its
                    affiliated companies and not for the benefit of any other company
                    or
                    person; and

                
	 	 	 	 
	 	 	
                  ·

                	
                  Your
                    obligations regarding confidential information continues not
                    only while
                    you are an employee of RHB, but also after you are no longer
                    an employee
                    of RHB for any reason.

                
	
                  Termination
                    of Employment:

                	 	 
	
                  Because
                    of your Death:

                	 	
                  If
                    you should die during the term of this Agreement, RHB will pay
                    to your
                    estate —

                
	 	 	 
	 	 	
                  ·

                	
                  Your
                    accrued but unpaid salary and any accrued but unused vacation
                    time through
                    the date of your death;

                
	 	 	 	 
	 	 	
                  ·

                	
                  Any
                    unpaid bonus for the calendar year immediately preceding the
                    year of your
                    death; and

                


        

      

      
         

        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        
           

          
            	 	 	
                    ·

                  	
                    A
                      portion of any bonus to which you are entitled based on the
                      number of days
                      elapsed between the first day of the calendar year in which
                      your death
                      occurs and the date of your death and the extent to which,
                      if at all, the
                      goals and objectives on which your bonus is based have been
                      achieved in
                      that year

                  
	 	 	 	 
	
                    Because
                      of your Permanent Disability

                  	 	
                    If
                      in the good faith judgement of RHB you become permanently disabled
                      during
                      the term of this Agreement, RHB may terminate your employment
                      effective
                      upon giving you written notice.  In that event, RHB will pay you
                      or your personal representative, as the case may
                      be —

                  
	 	 	 
	 	 	
                    ·

                  	
                    Your
                      accrued but unpaid salary and any accrued but unused vacation
                      time through
                      the date of the termination of your employment;

                  
	 	 	 	 
	 	 	
                    ·

                  	
                    Any
                      unpaid bonus for the calendar year immediately preceding the
                      year in which
                      you become permanently disabled; and

                  
	 	 	 	 
	 	 	
                    ·

                  	
                    A
                      portion of any bonus to which you are entitled based on the
                      number of days
                      elapsed between the first day of the calendar year in which
                      you become
                      permanently disabled and the date your employment terminates
                      and the
                      extent to which, if at all, the goals and objectives on which
                      your bonus
                      is based have been achieved in that year

                  
	 	 	 	 
	
                    For
                      Cause:

                  	 	
                    RHB
                      may terminate your employment for "Cause" (as defined below)
                      effective
                      upon giving you written notice of termination.  In that event,
                      RHB will pay you for the period through the date of termination
                      your
                      accrued but unpaid salary and any accrued but unused vacation
                      time.

                  
	 	 	 
	
                  	 	
                    After
                      the date of the termination of your employment for Cause, RHB
                      will not pay
                      you any bonus that you might otherwise have earned had your
                      employment not
                      been terminated.

                  
	 	 	 
	
                    Definition
                      of Cause:

                  	 	
                    "Cause"
                      means any one or more of the following —

                  
	 	 	 
	 	 	
                    ·

                  	
                    Willful
                      misconduct by you in the performance of your
                      responsibilities;

                  
	 	 	 	 
	 	 	
                    ·

                  	
                    Gross
                      insubordination by you;

                  
	 	 	 	 
	 	 	
                    ·

                  	
                    A
                      continuing failure by you to perform your duties and responsibilities
                      (except because of your death or permanent disability);

                  
	 	 	 	 
	 	 	
                    ·

                  	
                    A
                      breach by you of your obligations regarding non-disclosure
                      of RHB's
                      confidential information;

                  
	 	 	 	 
	 	 	
                    ·

                  	
                    Any
                      act of fraud or dishonesty by you;

                  
	 	 	 	 
	 	 	
                    ·

                  	
                    Your
                      use of illegal drugs; or

                  
	 	 	 	 
	 	 	
                    ·

                  	
                    Being
                      charged with the commission of a felony.

                  
	 	 	 	 
	
                    Resignation:

                  	 	
                    You
                      may resign your employment by giving RHB and SCC one hundred
                      eighty days'
                      prior written notice thereof.  In that event, RHB will pay you
                      your salary for the period through the effective date of your
                      resignation
                      and for any accrued but unused vacation time at the effective
                      date of your
                      resignation.

                  
	 	 	 
	 	 	
                    RHB
                      will not pay you any bonus that had not already been paid to
                      you before
                      the date of your notice of
                      resignation.

                  


          

        

      

      
         

        
          Richard
            H. Buenting Employment Agreement

        

        
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                Your
                  notice of resignation may be considered by RHB to be a resignation
                  by you
                  of any one or more of the positions that you then hold in RHB or
                  its
                  affiliated companies.

              
	 	 	 
	
                Non-Competition/Non-Solicitation

              	 	
                During
                  the term of this Agreement, you agree that you will not
                  —

              
	 	 	 
	 	 	
                ·

              	
                Render
                  services or advice (whether for compensation or without compensation)
                  to
                  any person or organization with respect to or involving heavy civil
                  construction; or

              
	 	 	 
	 	 	
                ·

              	
                Recruit
                  or otherwise solicit or induce any of RHB's employees or the employees
                  of
                  any of RHB's affiliates to terminate their employment with, or
                  otherwise
                  cease their relationships with, RHB or such affiliates.

              
	 	 	 
	 	 	
                The
                  restrictions set forth above regarding non-competition and
                  non-solicitation are considered by you and RHB to be reasonable
                  for the
                  purposes of protecting RHB's business and its confidential and
                  proprietary
                  information.  However, if any such restriction is found by any
                  court of competent jurisdiction to be unenforceable because it
                  extends for
                  too long a period of time, over too great a range of activities,
                  or in too
                  broad a geographic area, it shall be interpreted to extend only
                  over the
                  maximum period of time, range of activities or geographic area
                  as to which
                  it may be enforceable.

              
	 	 	 
	 	 	
                For
                  the avoidance of doubt, the construction of residential and commercial
                  developments shall not be considered competitive with RHB's
                  business.

              


      

    

     

    
      You
        and
        RHB have signed this Agreement to be effective on the date written above
        intending to be legally bound by its terms and conditions.

       

    

    Road
      and Highway Builders, LLC

    By:
      Sterling Construction Company, Inc. its Manager

     

     

    
      	By:	
               /s/
                Joseph P. Harper, Sr.

            	 	
              /s/
                Richard H. Buenting

            	 
	 	
              Joseph
                P. Harper, Sr.

            	 	
              Richard
                H. Buenting

            	 
	 	
              President

            	 	 	 
	 	 	 	 	 
	Date
              signed: October 31, 2007	 	
              Date
                signed: October 31, 2007

            	 


    

     

     

    Richard
      H.
      Buenting Employment Agreement

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