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STERLING
CONSTRUCTION COMPANY, INC.
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Delaware
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1-31993
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25-1655321
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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20810
Fernbush Lane
Houston,
Texas
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77073
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (281)
821-9091
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□
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Pre-commencement
communications pursuant to Rule 142-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Agreement
Term:
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December
3, 2009 through December 31, 2012
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Title:
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President
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Annual
Salary:
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$244,000
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Annual
Bonus:
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A
cash bonus of $195,200 in each year in which RLW achieves 75% of its
mutually agreed upon forecasted earnings before interest, taxes,
depreciation and amortization (Forecasted EBITDA) (as defined in the
Purchase Agreement); plus cash of $24,400 and a restricted stock bonus
valued at $24,400 in each year in which RLW achieves 100% of its
Forecasted EBITDA; plus 24.7% of a pool of funds equal to 8% of the amount
by which RLW's EBITDA in a given year exceeds RLW's Forecasted EBITDA for
such year by up to $5 million; plus 24.7% of a pool of funds equal to 5%
of the amount by which RLW's EBITDA in a given year exceeds RLW's
Forecasted EBITDA for such year by more than $5
million.
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Benefits:
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The
same as other employees of RLW, except that vacation time is in the
discretion of Mr. Wadsworth based on what he believes is appropriate in
light of the needs of RLW's business. He is also entitled to a
car allowance of $1,100 per month.
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Termination:
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Mr. Wadsworth
is entitled to the payments described below if his employment terminates
before the expiration of the agreement, depending on the reason for the
termination:
Death or
Disability: Accrued salary through the date of
termination; any earned but unpaid bonus; and a portion of the bonus that
he would have earned in the year of termination had his employment not
terminated, based on the number of days elapsed during the year at the
date of termination.
For
Cause: Accrued salary through the date of the
termination only. Cause is defined in the agreement and means
what is commonly referred to as cause in employment matters.
Without Cause or for an
Uncured Breach of the Agreement by RLW: Accrued salary through the
date of termination or through December 3, 2012, whichever period is
longer; any earned but unpaid bonus; any bonus that would have been earned
in the year of termination had his employment not terminated; and
continued coverage under RLW's medical and dental plans for twelve
months.
Voluntary
Resignation: Accrued salary through the date of
termination.
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Non-Competition
and Non-Solicitation
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The
agreement prohibits Mr. Wadsworth from competing with RLW or Sterling, or
soliciting their employees for employment during his employment by RLW and
for one year after his employment terminates, but at least through
December 3, 2013.
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Indemnification
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RLW
is obligated to indemnify Mr. Wadsworth against claims made against him as
a director, officer and/or employee of RLW and of any affiliate of RLW to
the fullest extent permitted by RLW’s charter and operating agreement; by
Sterling's charter and bylaws; and by the laws of the states of Utah and
Delaware. Sterling is obligated to maintain insurance coverage
for these indemnification obligations in the same amount as it maintains
for its own directors, but in any event at least $5 million of
coverage.
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