EMPLOYMENT AGREEMENT OF RICHARD H. BUENTING
Exhibit
10.4
OF
XXXXXXX
X. XXXXXXXX
This
Employment Agreement is between you, Xxxxxxx X. Xxxxxxxx, and Road and
Highway Builders, LLC ("RHB") and is intended to become effective on
October 31, 2007, the closing date of the purchase by Sterling Construction
Company, Inc. or its assignee ("SCC") of all of the membership
interests in RHB (the "Closing Date.") It provides for your
employment on the following terms and conditions:
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Term
of this Agreement:
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This
Employment Agreement begins on the Closing Date and continues
until 5:00
p.m. Pacific Time on the last day of the forty-second full calendar
month
following the month in which the Closing Date occurs.
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Your
Annualized Salary:
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RHB
will pay you an annualized salary of $150,000, which will be
paid to you
in installments at the same time and for the same period as other
employees of RHB are paid and will be subject to annual review
for merit
increases.
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Your
Bonus
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You
will be eligible to earn a bonus based on predetermined goals
that is
structured to offer you a potential maximum annual bonus equal
to 100% of
your annualized salary.
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Your
Responsibilities:
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You
will perform the duties and responsibilities of the chief executive
officer of RHB, and will report to Xxxxxx X. Xxxxxx, Xx., President
of
SCC. However, this reporting relationship is subject to change
from time to time by SCC as the business requires.
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Your
Benefits:
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You
will be eligible to participate in the same health, vacation,
and other
benefit plans and in the same manner and to the same extent as
other
senior managers of RHB.
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Business
Expenses:
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RHB
will reimburse to you in accordance with its expense reimbursement
policy
the reasonable business expenses that you incur in the performance
of your
responsibilities.
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Confidential
Information:
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You
understand and agree that —
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·
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You
are required to hold the confidential and proprietary information
of RHB
and its affiliated companies in confidence and not to disclose
it to
anyone outside of RHB and its affiliated companies;
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·
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You
may only use that confidential information for the benefit of
RHB and its
affiliated companies and not for the benefit of any other company
or
person; and
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·
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Your
obligations regarding confidential information continues not
only while
you are an employee of RHB, but also after you are no longer
an employee
of RHB for any reason.
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Termination
of Employment:
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Because
of your Death:
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If
you should die during the term of this Agreement, RHB will pay
to your
estate —
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·
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Your
accrued but unpaid salary and any accrued but unused vacation
time through
the date of your death;
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·
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Any
unpaid bonus for the calendar year immediately preceding the
year of your
death; and
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·
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A
portion of any bonus to which you are entitled based on the
number of days
elapsed between the first day of the calendar year in which
your death
occurs and the date of your death and the extent to which,
if at all, the
goals and objectives on which your bonus is based have been
achieved in
that year
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Because
of your Permanent Disability
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If
in the good faith judgement of RHB you become permanently disabled
during
the term of this Agreement, RHB may terminate your employment
effective
upon giving you written notice. In that event, RHB will pay you
or your personal representative, as the case may
be —
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·
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Your
accrued but unpaid salary and any accrued but unused vacation
time through
the date of the termination of your employment;
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·
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Any
unpaid bonus for the calendar year immediately preceding the
year in which
you become permanently disabled; and
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·
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A
portion of any bonus to which you are entitled based on the
number of days
elapsed between the first day of the calendar year in which
you become
permanently disabled and the date your employment terminates
and the
extent to which, if at all, the goals and objectives on which
your bonus
is based have been achieved in that year
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For
Cause:
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RHB
may terminate your employment for "Cause" (as defined below)
effective
upon giving you written notice of termination. In that event,
RHB will pay you for the period through the date of termination
your
accrued but unpaid salary and any accrued but unused vacation
time.
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After
the date of the termination of your employment for Cause, RHB
will not pay
you any bonus that you might otherwise have earned had your
employment not
been terminated.
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Definition
of Cause:
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"Cause"
means any one or more of the following —
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·
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Willful
misconduct by you in the performance of your
responsibilities;
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·
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Gross
insubordination by you;
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·
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A
continuing failure by you to perform your duties and responsibilities
(except because of your death or permanent disability);
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·
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A
breach by you of your obligations regarding non-disclosure
of RHB's
confidential information;
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·
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Any
act of fraud or dishonesty by you;
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·
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Your
use of illegal drugs; or
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·
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Being
charged with the commission of a felony.
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Resignation:
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You
may resign your employment by giving RHB and SCC one hundred
eighty days'
prior written notice thereof. In that event, RHB will pay you
your salary for the period through the effective date of your
resignation
and for any accrued but unused vacation time at the effective
date of your
resignation.
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RHB
will not pay you any bonus that had not already been paid to
you before
the date of your notice of
resignation.
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Your
notice of resignation may be considered by RHB to be a resignation
by you
of any one or more of the positions that you then hold in RHB or
its
affiliated companies.
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Non-Competition/Non-Solicitation
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During
the term of this Agreement, you agree that you will not
—
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·
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Render
services or advice (whether for compensation or without compensation)
to
any person or organization with respect to or involving heavy civil
construction; or
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·
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Recruit
or otherwise solicit or induce any of RHB's employees or the employees
of
any of RHB's affiliates to terminate their employment with, or
otherwise
cease their relationships with, RHB or such affiliates.
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The
restrictions set forth above regarding non-competition and
non-solicitation are considered by you and RHB to be reasonable
for the
purposes of protecting RHB's business and its confidential and
proprietary
information. However, if any such restriction is found by any
court of competent jurisdiction to be unenforceable because it
extends for
too long a period of time, over too great a range of activities,
or in too
broad a geographic area, it shall be interpreted to extend only
over the
maximum period of time, range of activities or geographic area
as to which
it may be enforceable.
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For
the avoidance of doubt, the construction of residential and commercial
developments shall not be considered competitive with RHB's
business.
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You
and
RHB have signed this Agreement to be effective on the date written above
intending to be legally bound by its terms and conditions.
Road
and Highway Builders, LLC
By:
Sterling Construction Company, Inc. its Manager
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/s/
Xxxxxx X. Xxxxxx, Xx.
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/s/
Xxxxxxx X. Xxxxxxxx
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Xxxxxx
X. Xxxxxx, Xx.
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Xxxxxxx
X. Xxxxxxxx
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President
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| Date signed: October 31, 2007 |
Date
signed: October 31, 2007
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Xxxxxxx
X.
Xxxxxxxx Employment Agreement
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