EXHIBIT 10.37
AMENDMENT NO. 1
TO
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is
made and entered into as of the 2nd day of November 2005 (the "Effective Date")
by and between XXXXXX X. XXXXXX, XX. ("Xx. Xxxxxx;") STERLING CONSTRUCTION
COMPANY, INC. ("Sterling") and STERLING GENERAL, INC. ("SGI") each with a place
of business in Xxxxxx County, Texas; and STERLING HOUSTON HOLDINGS, INC. ("SHH")
with its statutory corporate office located in Wilmington, Delaware.
BACKGROUND
Xx. Xxxxxx, Sterling and SHH are the parties to that certain Executive
Employment Agreement dated as of July 18, 2004 (the "Employment Agreement.")
Sterling, SHH and Xx. Xxxxxx, noting that Xx. Xxxxxx is a director, officer and
employee of SGI, now wish to amend the Employment Agreement because each
believes that it is in the best interests of Sterling and its affiliates that
Xx. Xxxxxx cease to be a director, officer and employee of SHH.
THEREFORE, in consideration of the foregoing recitals and for other good and
valuable consideration, the parties agree as follows:
1. Sterling General, Inc. is hereby substituted for Sterling Houston Holdings,
Inc. as a party to the Employment Agreement; the definition of "Companies"
in the preface to the Employment Agreement is amended to mean Sterling and
SGI; and SHH as of the date hereof ceases to be a party to the Employment
Agreement.
2. Each reference in the Employment Agreement to "Sterling Houston Holdings,
Inc." is hereby replaced by a reference to "Sterling General, Inc.", and
each reference to "SHH" is hereby replaced by a reference to "SGI," except
as follows:
(a) In Section 1 ("Prior Agreements") the reference to "SHH" is amended to
read "Sterling Houston Holdings, Inc. ("SHH")".
(b) In subsection (i) of Section 5(b) ("Incentive Compensation") the
reference in the third line to "SHH" is amended to read "Texas
Sterling Construction, L.P."
(c) In subsection (f) of Section 6 ("Termination") no change shall be made
to the reference to SHH.
(d) In Schedule A ("Definition of EBITDA") the phrase "SHH and its
consolidated subsidiaries for a given fiscal year" is amended to read
"Texas Sterling Construction, L.P. for a given fiscal year".
3. By the execution hereof, Xx. Xxxxxx waives any and all rights that he may
have under the Employment Agreement arising out of the fact that he has
ceased to be a director, officer and employee of SHH.
4. In all other respects, the Employment Agreement shall remain as originally
written.
EXECUTED effective as of the Effective Date.
STERLING CONSTRUCTION COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxxx X. Xxxxxxx, Chairman & CEO XXXXXX X. XXXXXX, XX.
XXXXXXXX XXXXXXX HOLDINGS, INC. STERLING GENERAL, INC.
By: /s/ Maarten X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Maarten X. Xxxxxxx, President Xxxxxxx X. Xxxxxxx, President & CEO