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Exhibit
10.11
Employment
Agreement
Sterling Construction Company,
Inc. & Roger M. Barzun
This Employment
Agreement (this " Agreement ") is entered into as of the
17 th
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:
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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."
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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.
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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.
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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.
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Bonus:
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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.
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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.
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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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The Company
will defend and indemnify you against, and hold you harmless from,
any and all costs, liabilities, los
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