EXHIBIT 10.23 STERLING CONSTRUCTION COMPANY AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this 18th day of July, 2001, by and between STERLING...Employment Agreement • April 8th, 2002 • Sterling Construction Co Inc • Wholesale-motor vehicle supplies & new parts • Texas
1 EXHIBIT 10.25 STEEL CITY PRODUCTS, INC. TERRANCE W. ALLAN EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of this 1st day of May 2000 by and between TERRANCE W. ALLAN (hereinafter referred to as "Mr. Allan") and STEEL...Employment Agreement • July 13th, 2001 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • Pennsylvania
SECTION 1 DEFINITIONSAsset Purchase Agreement • November 14th, 2002 • Sterling Construction Co Inc • Wholesale-motor vehicle supplies & new parts • Texas
RECITALSExecutive Employment Agreement • April 8th, 2002 • Sterling Construction Co Inc • Wholesale-motor vehicle supplies & new parts • Texas
SETTLEMENT AGREEMENT AGREEMENT made as of this 2nd day of February, 1996 between Oakhurst Company, Inc., formerly known as Oakhurst Capital, Inc., 1001 Santerre Drive, Grand Prairie, Texas 75050 ("Oakhurst"), Dowling's Fleet Service Co., Inc., 389...Settlement Agreement • February 9th, 1996 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • New York
AMENDMENT NO. 1 TO SUBORDINATED PROMISSORY NOTE DATED JULY 13, 2001Sterling Construction Co Inc • April 8th, 2002 • Wholesale-motor vehicle supplies & new parts
RECITALSLoan and Security Agreement • October 13th, 2000 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • Arizona
BACKGROUNDCredit Agreement • November 17th, 2005 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors • Pennsylvania
WITNESSETH:Stock Pledge Agreement • April 8th, 2002 • Sterling Construction Co Inc • Wholesale-motor vehicle supplies & new parts • Delaware
EXHIBIT 99.1 RIGHTS AGREEMENT DATED AS OF DECEMBER 29, 1998 OAKHURST COMPANY, INC.Rights Agreement • January 5th, 1999 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • New York
STEEL CITY PRODUCTS, INC. AMENDMENT NO. 2 TO TERRANCE W. ALLAN EMPLOYMENT AGREEMENTEmployment Agreement • November 17th, 2005 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors
1 EXHIBIT 10.31 AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT (this "Agreement") is made as of the 3rd day of May, 2000 (the "Effective Date") by and among OAKHURST COMPANY, INC. (hereinafter referred to as "OCI") and its wholly-owned subsidiary,...Amendment Agreement • October 13th, 2000 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts
RECITALSInvestment Agreement • June 1st, 1999 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • New York
EXHIBIT 10.22 STERLING CONSTRUCTION COMPANY AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this 18th day of July, 2001, by and between STERLING...Employment Agreement • April 8th, 2002 • Sterling Construction Co Inc • Wholesale-motor vehicle supplies & new parts • Texas
1 EXHIBIT 10.24 INTERCREDITOR AGREEMENTIntercreditor Agreement • June 1st, 1999 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • Arizona
G & O SALES COMPANY & ARTHUR GRUBERNon-Competition Agreement • June 13th, 1997 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 17th, 2005 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors
EXHIBIT 10.29 EMPLOYMENT AGREEMENT MAARTEN D. HEMSLEY& OAKHURST COMPANY, INC. THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of this 18th day of December 1998 by and between OAKHURST COMPANY, INC. (the "Company") and MAARTEN D....Employment Agreement • June 1st, 1999 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • Delaware
RECITALSLoan and Security Agreement • January 16th, 2001 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • Arizona
and-Agreement • July 13th, 2001 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • Pennsylvania
1 EXHIBIT 10.26 AMENDMENT TO CONSULTING AGREEMENT MARK AUERBACH & OAKHURST COMPANY, INC. THIS AMENDMENT AGREEMENT (this "Agreement") is made effective as of the 1st day of October 1996 by and between OAKHURST COMPANY, INC. (the "Company") and MARK...Qualified Stock Option Agreement • June 13th, 1997 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts
1 EXHIBIT 10.27 STOCK PURCHASE AND SALE AGREEMENT ANTHONY N. PUMA, PUMA PRODUCTS, INC. & OAKHURST COMPANY, INC. THIS STOCK PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of this 3rd day of June, 1997, by and among Anthony N. Puma,...Stock Purchase and Sale Agreement • June 13th, 1997 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • Texas
EXHIBIT 10.1 RESTRUCTURING AGREEMENT THIS RESTRUCTURING AGREEMENT (this "Agreement") is entered into as of the 25th day of September 2003, by and among the following parties: STERLING CONSTRUCTION COMPANY, INC. (f/k/a Oakhurst Company, Inc.) a...Restructuring Agreement • November 13th, 2003 • Sterling Construction Co Inc • Wholesale-motor vehicle supplies & new parts • Delaware
BACKGROUNDCredit Agreement • January 3rd, 2006 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors • Pennsylvania
AGREEMENT OF SALE AND PURCHASE This Agreement is made this __18__ day of AUGUST, 1997, by and between:Agreement of Sale and Purchase • October 14th, 1997 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts
EXHIBIT 1.1 2,021,758 Shares of Common Stock Sterling Construction Company, Inc. UNDERWRITING AGREEMENTSterling Construction Co Inc • January 13th, 2006 • Heavy construction other than bldg const - contractors • New York
EXHIBIT 10.27 THIRD AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENTCredit Loan Agreement • November 17th, 2005 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors • Texas
EXHIBIT 10.31 AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT BETWEEN COMERICA BANK-TEXASRevolving Credit Loan Agreement • April 8th, 2002 • Sterling Construction Co Inc • Wholesale-motor vehicle supplies & new parts • Texas
1 EXHIBIT 10.1 CREDIT AGREEMENT dated as of July 13, 2001 by and between Steel City Products, Inc. and National City Bank of Pennsylvania TABLE OF CONTENTSCredit Agreement • August 16th, 2001 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • Pennsylvania
BACKGROUNDCredit Agreement • January 3rd, 2006 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors • Pennsylvania
EXHIBIT 99.1 RIGHTS AGREEMENT Dated as of February 10, 1998 OAKHURST COMPANY, INC.Rights Agreement • February 13th, 1998 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • New York
L E A S EOakhurst Co Inc • May 29th, 1998 • Wholesale-motor vehicle supplies & new parts • Pennsylvania
andNote Purchase Agreement • June 1st, 1999 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT ROBERT M. DAVIES & OAKHURST COMPANY, INC. THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of this 1st day of March 1998 by and between OAKHURST COMPANY, INC. (the "Company") and ROBERT M. DAVIES...Employment Agreement • July 15th, 1998 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • Delaware
EXHIBIT 10.33 MERGER AGREEMENTMerger Agreement • October 13th, 2000 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • New York
