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
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...Executive 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
BACKGROUNDCredit Agreement • November 17th, 2005 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors • Pennsylvania
RECITALSLoan and Security Agreement • October 13th, 2000 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • Arizona
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...Consulting Agreement • June 13th, 1997 • 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 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
and-Lease Agreement • July 13th, 2001 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • Pennsylvania
WITNESSETH:Stock Pledge Agreement • April 8th, 2002 • Sterling Construction Co Inc • Wholesale-motor vehicle supplies & new parts • Delaware
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
BACKGROUNDCredit Agreement • January 3rd, 2006 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors • Pennsylvania
G & O SALES COMPANY & ARTHUR GRUBERNon-Competition Agreement • June 13th, 1997 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts
1 EXHIBIT 10.24 INTERCREDITOR AGREEMENTIntercreditor Agreement • June 1st, 1999 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • Arizona
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...Executive Employment Agreement • April 8th, 2002 • Sterling Construction Co Inc • Wholesale-motor vehicle supplies & new parts • Texas
EXHIBIT 10.28 OAKHURST GROUP TAX SHARING AGREEMENT This Agreement is entered into as of the 18th day of July, 2001, by and among Oakhurst Company, Inc., a Delaware corporation (the "Parent"), Sterling Construction Company, a Delaware corporation...Tax Sharing Agreement • April 8th, 2002 • Sterling Construction Co Inc • Wholesale-motor vehicle supplies & new parts • Delaware
EXHIBIT 1.1 2,021,758 Shares of Common Stock Sterling Construction Company, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 13th, 2006 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors • New York
AGREEMENT OF SALE AND PURCHASE This Agreement is made this __18__ day of AUGUST, 1997, by and between:Sale Agreement • October 14th, 1997 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts
RECITALSLoan and Security Agreement • January 16th, 2001 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • Arizona
AMENDMENT TO SECURED PROMISSORY NOTESecured Promissory Note • April 8th, 2002 • Sterling Construction Co Inc • Wholesale-motor vehicle supplies & new parts
EMPLOYEE STOCK OPTION AGREEMENT CONTINUEDEmployee Stock Option Agreement • November 17th, 2005 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors
This Agreement, when signed by Hallwood Holdings Incorporated (the "Company") and by you as Grantee, evidences the Company's grant of an option to you to purchase shares of the Company's Common Stock, $.01 par value (the "Common Stock") and your acceptance of it.
EXHIBIT 10.17 STERLING CONSTRUCTION COMPANY, INC. July 16, 2004 The Stockholders of Sterling Houston Holdings Listed on Exhibit A c/o Joseph P. Harper, Sr. Sterling Houston Holdings, Inc. 20810 Fernbush Lane Houston, Texas 77073 Dear Stockholders: The...Transaction Agreement • November 17th, 2005 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors
The purpose of this letter is to set forth our agreement on certain matters relating to that certain Transaction Agreement between you, Sterling Construction Company, Inc., then known as Oakhurst Company, Inc. (the "Company") and the other parties named therein dated on or about July 18, 2001 (the "Transaction Agreement") as amended by that certain Restructuring Agreement dated as of September 19, 2003 (the "Restructuring Agreement"). All terms used but not defined in this letter shall have the meanings given to them in the Transaction Agreement.
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
andNote Purchase Agreement • June 1st, 1999 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • New York
1 EXHIBIT 10 STOCK PURCHASE AND SALE AGREEMENT BETWEEN JAMES STEIN, H&H DISTRIBUTORS, INC. AND OAKHURST COMPANY, INC.Stock Purchase and Sale Agreement • July 15th, 1997 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • Pennsylvania
EXHIBIT 10.27 THIRD AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENTRevolving Credit Loan Agreement • November 17th, 2005 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors • Texas
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
AMENDMENT NO. 1 TO SUBORDINATED PROMISSORY NOTE DATED JULY 13, 2001Subordinated Promissory Note • April 8th, 2002 • Sterling Construction Co Inc • Wholesale-motor vehicle supplies & new parts
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
EXHIBIT 10.28 EMPLOYMENT AGREEMENT ROBERT M. DAVIES & OAKHURST TECHNOLOGY, INC. THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of this 29th day of December, 1998 by and between OAKHURST TECHNOLOGY, INC. (the "Company") and ROBERT M....Employment Agreement • June 1st, 1999 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • Delaware
L E A S ELease • May 29th, 1998 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • Pennsylvania
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
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
1 EXHIBIT 10.30 EMPLOYMENT AGREEMENT MAARTEN D. HEMSLEY & OAKHURST TECHNOLOGY, INC. THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of this 1st day of December, 1998 by and between OAKHURST TECHNOLOGY, INC. (the "Company") and...Employment Agreement • June 1st, 1999 • Oakhurst Co Inc • Wholesale-motor vehicle supplies & new parts • Delaware
