Attached files
| file | filename |
|---|---|
| EX-31.1 - EXHIBIT 31.1 - STERLING CONSTRUCTION CO INC | ex31_1.htm |
| EX-31.2 - EXHIBIT 31.2 - STERLING CONSTRUCTION CO INC | ex31_2.htm |
| EX-10.12 - KIP WADSWORTH EMPLOYMENT AGREEMENT - STERLING CONSTRUCTION CO INC | ex_10-12.htm |
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
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[X] annual report pursuant
to section 13 or 15(d) of the securities
exchange act of 1934
For
the fiscal year ended: December 31, 2009
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[ ] transition report
pursuant to section 13 or 15(d) of the securities
exchange act of 1934
For
the transition period from
_______________________________________________________
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Commission
file number 1-31993
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STERLING
CONSTRUCTION COMPANY, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
State
or other jurisdiction of
incorporation
or organization
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25-1655321
(I.R.S.
Employer
Identification
No.)
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20810
Fernbush Lane
Houston,
Texas
(Address
of principal executive offices)
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77073
(Zip
Code)
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Registrant's
telephone number, including area code (281)
821-9091
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Common
Stock, $0.01 par value per share
(Title
of Class)
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Name
of each exchange on which registered
The
NASDAQ Stock Market LLC
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Securities
registered pursuant to section 12(g) of the Act:
None
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ]
Yes [√] No
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Indicate
by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act. [ ]
Yes [√] No
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Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange
Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [√]
Yes [ ] No
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Indicate
by check mark whether the registrant has submitted electronically and
posted on its corporate website, if any, every interactive data file
required to be submitted and posted pursuant to rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter prior that the
registrant was required to submit and post such files). [ ]
Yes [ ] No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form
10-K or any amendment to this Form 10-K. [ ]
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer [ ] Accelerated filer [√]
Non-accelerated
filer [ ] (Do not check if a smaller
reporting company)Smaller reporting company [ ]
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Indicate
by check mark if the registrant is a shell company (as defined in Rule
12b-2 of the Act). [ ] Yes [√] No
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Aggregate
market value of the voting and non-voting common equity held by
non-affiliates at June 30, 2009: $228,573,765.
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At
March 2, 2010, the registrant had 16,083,038 shares of common stock
outstanding.
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DOCUMENTS
INCORPORATED BY REFERENCE
Portions of the Company's definitive Proxy Statement to be filed with
the Securities and Exchange Commission and delivered to stockholders in
connection with the Annual Meeting of Stockholders to be held on May 6, 2010 are
incorporated by reference into Part III of this Form 10-K.
EXPLANATORY NOTE
This Amendment No. 1 to the Company's Annual Report on Form 10-K for the
year ended December 31, 2009 (the "Original
Filing") is being filed (a) to correct the information contained in the
Exhibit List under Item 15 and the Exhibit Index regarding Exhibit Number 10.11;
(b) to file Exhibit Number 10.12, which was inadvertently omitted from the
Original Filing; and (c) to correct certain exhibit text. No other changes
have been made to the Original Filing.
__________________
Item 15. Exhibits and Financial
Statement Schedules
The following Financial Statements and Financial Statement Schedules are filed
with this Report:
Financial
Statements.
Reports of the Company’s Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2009 and 2008
Consolidated Statements of Operations at December 31, 2009, 2008 and 2007
Consolidated Statements of Stockholders’ Equity for the fiscal years ended
December 31, 2009, 2008 and 2007
Consolidated Statements of Cash Flows for the fiscal years ended December 31,
2009, 2008 and 2007
Financial Statement
Schedules.
None
Exhibits. The following
exhibits are filed with this Report:
Explanatory Note
Prior to changing its name to Sterling Construction Company, Inc. in
November 2001, the Company had the following names during the following
periods:
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Hallwood Holdings
Incorporated
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May 1991 to July
1993
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Oakhurst Capital,
Inc.
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July 1993 to April
1995
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Oakhurst Company,
Inc.
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April 1995 to
November 2001
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References in the following exhibit list use the
name of the Company in effect at the date of the exhibit.
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Number
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Exhibit
Title
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2.1
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Purchase
Agreement by and among Richard H. Buenting, Fisher Sand & Gravel Co.,
Thomas Fisher and Sterling Construction Company, Inc. dated as of
October 31, 2007 (incorporated by reference to Exhibit number 2.1 to
Sterling Construction Company, Inc.'s Current Report on Form 8-K,
Amendment No. 1 filed on November 21, 2007 (SEC File No.
1-31993)).
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2.2
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Purchase
Agreement, dated as of December 3, 2009, by and among Kip Wadsworth, Ty
Wadsworth, Con Wadsworth, Tod Wadsworth and Sterling Construction Company,
Inc. (incorporated by reference to Exhibit 2.1 to Sterling Construction
Company, Inc.'s Current Report on Form 8 K, filed on December 3, 2009 (SEC
File No. 1-31993))
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3.1
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Certificate
of Incorporation of Sterling Construction Company, Inc. (incorporated by
reference to Exhibit 3.0 to Sterling Construction Company, Inc.'s
Quarterly Report on Form 10-Q, filed on August 10, 2009 (SEC File No.
1-31993)).
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3.2
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Bylaws
of Sterling Construction Company, Inc. as amended through March 13, 2008
(incorporated by reference to Exhibit 3.1 to Sterling Construction
Company, Inc.'s Current Report on Form 8-K, filed on March 19, 2008 (SEC
File No. 333-129780)).
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4.1
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Form
of Common Stock Certificate of Sterling Construction Company, Inc.
(incorporated by reference to Exhibit 4.5 to its Form 8-A, filed on
January 11, 2006 (SEC File No. 01-31993)).
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10.1#
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Oakhurst
Company, Inc. 2001 Stock Incentive Plan (incorporated by reference to
Exhibit 10.6 to Sterling Construction Company, Inc.'s Registration
Statement on Form S-1, filed on November 17, 2005 (SEC File No.
333-129780)).
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10.2#
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Forms
of Stock Option Agreement under the Oakhurst Company, Inc. 2001 Stock
Incentive Plan (incorporated by reference to Exhibit 10.51 to Sterling
Construction Company, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2004, filed on March 29, 2005 (SEC File No.
001-31993)).
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10.3#
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Summary
of the Compensation Plan for Non Employee Directors of Sterling
Construction Company, Inc. (incorporated by reference to Exhibit 10.1 to
Sterling Construction Company, Inc.'s Quarterly Report on Form 10-Q, filed
on August 11, 2008 (SEC File No. 333-129780)).
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10.4
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Credit
Agreement by and among Sterling Construction Company, Inc., Texas Sterling
Construction Co., Oakhurst Management Corporation and Comerica Bank and
the other lenders from time to time party thereto, and Comerica Bank as
administrative agent for the lenders, dated as of October 31, 2007
(incorporated by reference to Exhibit 10.1 to Sterling Construction
Company, Inc.'s Current Report on Form 8-K Amendment No. 1, filed on
November 21, 2007 (SEC File No. 01-31993)).
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10.5
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Security
Agreement by and among Sterling Construction Company, Inc., Texas Sterling
Construction Co., Oakhurst Management Corporation and Comerica Bank as
administrative agent for the lenders, dated as of October 31, 2007
(incorporated by reference to Exhibit 10.2 to Sterling Construction
Company, Inc.'s Current Report on Form 8-K Amendment No. 1, filed on
November 21, 2007 (SEC File No. 01-31993)).
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10.6
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Joinder
Agreement by Road and Highway Builders, LLC and Road and Highway Builders
Inc, dated as of October 31, 2007 (incorporated by reference to Exhibit
10.3 to Sterling Construction Company, Inc.'s Current Report on Form 8-K,
Amendment No. 1 filed on November 21, 2007 (SEC File No.
1-31993)).
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10.7#
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Employment
Agreement dated as of July 19, 2007 between Sterling Construction Company,
Inc. and Patrick T. Manning (incorporated by reference to Exhibit 10.1 to
Sterling Construction Company, Inc.'s Current Report on Form 8-K filed on
January 17, 2008 (SEC File No. 1-31993))
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10.8#
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Employment
Agreement dated as of July 19, 2007 between Sterling Construction Company,
Inc. and Joseph P. Harper, Sr. (incorporated by reference to Exhibit 10.2
to Sterling Construction Company, Inc.'s Current Report on Form 8-K filed
on January 17, 2008 (SEC File No. 1-31993))
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10.09#
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Employment
Agreement dated as of July 16, 2007 between Sterling Construction Company,
Inc. and James H. Allen, Jr. (incorporated by reference to Exhibit 10.3 to
Sterling Construction Company, Inc.'s Current Report on Form 8-K filed on
January 17, 2008 (SEC File No. 1-31993))
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10.10#
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Option
Agreement dated August 7, 2007 between Sterling Construction Company, Inc.
and James H. Allen, Jr. (incorporated by reference to Exhibit 10.4 to
Sterling Construction Company, Inc.'s Current Report on Form 8-K filed on
January 17, 2008 (SEC File No. 1-31993))
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10.11#
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Employment
Agreement dated as of March 17, 2006 between Sterling Construction
Company, Inc. and Roger M. Barzun (incorporated by reference to Exhibit
10.11 to Sterling Construction Company, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2008, filed on March 16, 2009 (SEC File
No. 1-31993))
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10.12#*
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Employment
Agreement dated as of December 3, 2009 between Ralph L. Wadsworth
Construction Company, LLC and Kip L. Wadsworth.
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21
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Subsidiaries
of Sterling Construction Company, Inc.:
Name
State of Incorporation
Texas
Sterling Construction
Co. Delaware
Road
and Highway Builders,
LLC Nevada
Road
and Highway Builders
Inc. Nevada
Road
and Highway Builders of California,
Inc.
California
Ralph
L. Wadsworth Construction Company,
LLC Utah
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23.1+
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Consent
of Grant Thornton LLP
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31.1*
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Certification
of Patrick T. Manning, Chief Executive Officer of Sterling Construction
Company, Inc.
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31.2*
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Certification
of James H. Allen, Jr., Chief Financial Officer of Sterling Construction
Company, Inc.
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32.0+
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Certification
pursuant to Section 1350 of Chapter 63 of Title 18 of the United States
Code (18 U.S.C. 1350) of Patrick T. Manning, Chief Executive Officer, and
James H. Allen, Jr., Chief Financial
Officer.
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# Management contract or compensatory plan or
arrangement.
* Filed herewith.
+ Previously filed with the Company’s Annual
Report on Form 10-K, which was filed with the SEC on March 15,
2010.
SIGNATURES
Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Sterling
Construction Company, Inc.
Dated: March 18,
2010 By:
/s/ James H. Allen, Jr.
Name:
James H. Allen, Jr.
Title:
Chief Financial Officer
(duly authorized officer)
Exhibit Index
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Number
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Exhibit
Title
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2.1
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Purchase
Agreement by and among Richard H. Buenting, Fisher Sand & Gravel Co.,
Thomas Fisher and Sterling Construction Company, Inc. dated as of
October 31, 2007 (incorporated by reference to Exhibit number 2.1 to
Sterling Construction Company, Inc.'s Current Report on Form 8-K,
Amendment No. 1 filed on November 21, 2007 (SEC File No.
1-31993)).
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2.2
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Purchase
Agreement, dated as of December 3, 2009, by and among Kip Wadsworth, Ty
Wadsworth, Con Wadsworth, Tod Wadsworth and Sterling Construction Company,
Inc. (incorporated by reference to Exhibit 2.1 to Sterling Construction
Company, Inc.'s Current Report on Form 8 K, filed on December 3, 2009 (SEC
File No. 1-31993))
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3.1
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Certificate
of Incorporation of Sterling Construction Company, Inc. (incorporated by
reference to Exhibit 3.0 to Sterling Construction Company, Inc.'s
Quarterly Report on Form 10-Q, filed on August 10, 2009 (SEC File No.
1-31993)).
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3.2
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Bylaws
of Sterling Construction Company, Inc. as amended through March 13, 2008
(incorporated by reference to Exhibit 3.1 to Sterling Construction
Company, Inc.'s Current Report on Form 8-K, filed on March 19, 2008 (SEC
File No. 333-129780)).
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4.1
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Form
of Common Stock Certificate of Sterling Construction Company, Inc.
(incorporated by reference to Exhibit 4.5 to its Form 8-A, filed on
January 11, 2006 (SEC File No. 01-31993)).
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10.1#
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Oakhurst
Company, Inc. 2001 Stock Incentive Plan (incorporated by reference to
Exhibit 10.6 to Sterling Construction Company, Inc.'s Registration
Statement on Form S-1, filed on November 17, 2005 (SEC File No.
333-129780)).
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10.2#
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Forms
of Stock Option Agreement under the Oakhurst Company, Inc. 2001 Stock
Incentive Plan (incorporated by reference to Exhibit 10.51 to Sterling
Construction Company, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2004, filed on March 29, 2005 (SEC File No.
001-31993)).
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10.3#
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Summary
of the Compensation Plan for Non Employee Directors of Sterling
Construction Company, Inc. (incorporated by reference to Exhibit 10.1 to
Sterling Construction Company, Inc.'s Quarterly Report on Form 10-Q, filed
on August 11, 2008 (SEC File No. 333-129780)).
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10.4
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Credit
Agreement by and among Sterling Construction Company, Inc., Texas Sterling
Construction Co., Oakhurst Management Corporation and Comerica Bank and
the other lenders from time to time party thereto, and Comerica Bank as
administrative agent for the lenders, dated as of October 31, 2007
(incorporated by reference to Exhibit 10.1 to Sterling Construction
Company, Inc.'s Current Report on Form 8-K, Amendment No. 1, filed on
November 21, 2007 (SEC File No. 01-31993)).
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10.5
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Security
Agreement by and among Sterling Construction Company, Inc., Texas Sterling
Construction Co., Oakhurst Management Corporation and Comerica Bank as
administrative agent for the lenders, dated as of October 31, 2007
(incorporated by reference to Exhibit 10.2 to Sterling Construction
Company, Inc.'s Current Report on Form 8-K, Amendment No. 1, filed on
November 21, 2007 (SEC File No. 01-31993)).
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10.6
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Joinder
Agreement by Road and Highway Builders, LLC and Road and Highway Builders
Inc, dated as of October 31, 2007 (incorporated by reference to Exhibit
10.3 to Sterling Construction Company, Inc.'s Current Report on Form 8-K,
Amendment No. 1 filed on November 21, 2007 (SEC File No.
1-31993)).
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10.7#
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Employment
Agreement dated as of July 19, 2007 between Sterling Construction Company,
Inc. and Patrick T. Manning (incorporated by reference to Exhibit 10.1 to
Sterling Construction Company, Inc.'s Current Report on Form 8-K filed on
January 17, 2008 (SEC File No. 1-31993))
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10.8#
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Employment
Agreement dated as of July 19, 2007 between Sterling Construction Company,
Inc. and Joseph P. Harper, Sr. (incorporated by reference to Exhibit 10.2
to Sterling Construction Company, Inc.'s Current Report on Form 8-K filed
on January 17, 2008 (SEC File No. 1-31993))
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10.09#
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Employment
Agreement dated as of July 16, 2007 between Sterling Construction Company,
Inc. and James H. Allen, Jr. (incorporated by reference to Exhibit 10.3 to
Sterling Construction Company, Inc.'s Current Report on Form 8-K filed on
January 17, 2008 (SEC File No. 1-31993))
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10.10#
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Option
Agreement dated August 7, 2007 between Sterling Construction Company, Inc.
and James H. Allen, Jr. (incorporated by reference to Exhibit 10.4 to
Sterling Construction Company, Inc.'s Current Report on Form 8-K filed on
January 17, 2008 (SEC File No. 1-31993))
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10.11#
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Employment
Agreement dated as of March 17, 2006 between Sterling Construction
Company, Inc. and Roger M. Barzun (incorporated by reference to Exhibit
10.11 to Sterling Construction Company, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2008, filed on March 16, 2009 (SEC File
No. 1-31993))
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10.12#*
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Employment
Agreement dated as of December 3, 2009 between Ralph L. Wadsworth
Construction Company, LLC and Kip L. Wadsworth.
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21
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Subsidiaries
of Sterling Construction Company, Inc.:
Name
State of Incorporation
Texas
Sterling Construction
Co. Delaware
Road
and Highway Builders,
LLC Nevada
Road
and Highway Builders
Inc. Nevada
Road
and Highway Builders of California,
Inc. California
Ralph
L. Wadsworth Construction Company,
LLC Utah
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23.1+
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Consent
of Grant Thornton LLP
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31.1*
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Certification
of Patrick T. Manning, Chief Executive Officer of Sterling Construction
Company, Inc.
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31.2*
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Certification
of James H. Allen, Jr., Chief Financial Officer of Sterling Construction
Company, Inc.
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32.0+
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Certification
pursuant to Section 1350 of Chapter 63 of Title 18 of the United States
Code (18 U.S.C. 1350) of Patrick T. Manning, Chief Executive Officer, and
James H. Allen, Jr., Chief Financial
Officer.
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# Management contract or compensatory plan or
arrangement.
* Filed herewith.
+ Previously filed with the Company’s Annual
Report on Form 10-K filed with the SEC on March 15, 2010.