Stock Option Agreement

Stock Option Agreement ( ) Dated — Page 2

EXHIBIT 10.52

Optionee:

Grant Date:

Option Shares:

Option Price Per Share:

Option Expiration Date:

Option Plan:                                2001 Stock Incentive Plan

Effective on the Grant Date set forth above, Sterling Construction Company, Inc. (the “Company”) has granted to you a stock option that to the extent permissible under applicable tax laws and regulations is intended to be an Incentive Stock Option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”) to purchase the number of Option Shares of the Company’s common stock (par value $0.01 per share) set forth above at the Option Price Per Share set forth above, on the condition that you enter into this Option Agreement with the Company.

The Option Shares become exercisable (vest) in installments from and after the vesting dates set forth below:

You may purchase any one or more of the Option Shares that become exercisable on a given date from that date through and including the Option Expiration Date set forth above, unless this Option is sooner terminated or ceases to be exercisable as provided in this Agreement or in the Option Plan.

By signing this Option Agreement, you and the Company agree that this Option is governed by the terms and conditions set forth on this page and on the following Pages 2 and 3 of this Option Agreement as well as by the terms and conditions of the Option Plan, a copy of which has been furnished to you. An additional copy of the Option Plan will be furnished to you on request to the Company’s Treasurer.

Stock Option Agreement ( ) Dated — Page 2

Additional Stock Option Agreement Terms

      Exercises. For an exercise to be effective, the Company must receive from you:

A written notice signed by you stating the Option Grant Date and the number of Option Shares you wish to purchase; and

Payment for the Option Shares either (i) by personal, cashier’s or certified check; or (ii) by the surrender of shares of the Company’s Common Stock that you have held for at least six months and that have a fair market value (as defined in the Plan) on the date of exercise equal to the purchase price of the Option Shares being purchased, or a combination of both, all according to the rules and regulations relating to the Plan.

Issuance of Option Shares.

You will have no rights as a shareholder of the Company with respect to any Option Shares purchased under this Option until a certificate representing such shares has been issued and delivered to you.

The Company will not be obligated to deliver a certificate for any Option Shares unless —

(i)

Provision acceptable to the Company has been made for the payment of any federal, state and local taxes that are due or that are required to be withheld by the Company because of the