UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 13, 2017

 

 

STERLING CONSTRUCTION COMPANY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 1-31993 25-1655321
(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)
     
1800 Hughes Landing Blvd.
The Woodlands, Texas 		 

 

77380

(Address of principal executive offices)   (Zip Code)
     
Registrant’s telephone number, including area code:   (281) 214-0800
             

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 142-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

 

Election of a President .

 

Effective February 13, 2017, the Board of Directors of Sterling Construction Company, Inc. elected Joseph A. Cutillo, 51, President of the Company.

 

Mr. Cutillo joined the Company in October 2015 as Vice President – Strategy & Business development. In May 2016, he was promoted to Executive Vice President & Chief Business Development Officer. Prior to joining the Company, from August 2008 to October 2015, Mr. Cutillo was President and Chief Executive Officer of Inland Pipe Rehabilitation LLC, a $200 million private equity-backed trenchless pipe rehabilitation company. Before that, he was with CONTECH Construction Products, Ingersoll Rand and General Electric in various management capacities.

 

Compensation Arrangements.

 

  Mr. Cutillo will be compensated, as follows:
   
  Annual Salary: $450,000.
     
  Incentive Compensation: Mr. Cutillo will participate in the Company's 2017 Incentive Compensation Program as described below.  
     
  Benefits:

Mr. Cutillo is entitled to the use of a Company vehicle and fuel card, the expenses of which are paid by the Company.

 

Mr. Cutillo is also entitled to the same health, life insurance, disability and other like benefits as are made available to the Company's senior managers generally, and on the same terms and conditions, as well as three weeks of paid time off, which includes sick time and vacation.

 

Compensatory Arrangements of Certain Officers . On February 10, 2017, the Compensation Committee of the Board of Directors of the Company approved the adoption of the 2017 Executive Incentive Compensation Program.

 

Of the six executive officers of the Company named in the Summary Compensation Table for 2016 in the Company's 2016 proxy statement, two executives, the Company's Chief Executive Officer and its Senior Vice President & General Counsel will not participate in the program; two executives are no longer with the Company; and two executives, Ronald A. Ballschmiede, Executive Vice President & Chief Financial Officer and Kevan M. Blair, formerly the Senior Vice President & Chief Financial Officer of the Company are eligible to participate in the program.

 

Joseph A. Cutillo, the newly-elected President of the Company, Con L. Wadsworth, the Company's Chief Operating Officer, and Ronald A. Ballschmiede, Executive Vice President & Chief Financial Officer are the only current executive officers of the Company that will participate in the program.

 

The following is a brief summary of the program, which is qualified in its entirety by the Program Description, a copy of which is attached hereto as Exhibit 10.1 and the form of Restricted Stock Award Agreement, a copy of which is attached hereto as Exhibit 10.2, both of which are incorporated herein by this reference.

 

The 2017 Executive Incentive Compensation Program provides for establishing at the beginning of 2017 a target amount for each participant, which is the amount that can be earned by the participant if all the goals of the program are achieved in 2017; it is expressed as a percent of the participant's base salary.

 

Incentive compensation is earned based on the level of achievement of a Company 2017 earnings-per-share (EPS) goal, individual performance goals, and for participants in the Company's operating units, an operating-unit earnings before interest and taxes goal. The EPS goal and the individual performance goals of officers of the Company and of the chief executives of the Company's subsidiaries are subject to approval by the Compensation Committee of the Board of Directors.

 

Payment of one-half of any incentive compensation earned under the program is made in cash, and one-half is made in the form of an award of shares of the Company's common stock that are subject to restrictions on their sale or other transfer and to forfeiture in certain circumstances. The number of shares is determined using the simple average of the closing prices of the common stock in December 2017. So long as the participant is then an employee of the Company, the restrictions on the shares lapse in three approximately equal annual installments starting January 1, 2019. The stock issuance is made under the Sterling Construction Company, Inc. Stock Incentive Plan.

 

If during 2017 a participant resigns or his or her employment is terminated for cause, all benefits under the program are forfeited. If during 2017 a participant's employment is terminated without cause, for permanent disability, or because of the death of the participant, a pro-rated portion of earned program benefits, if any, is paid based on the financial results for the year, an assumption that the participant completed all individual performance goals satisfactorily, and the number of days during the year the participant was an employee.

 

The following table shows some additional information about the program.

 

Program term: One year (January 1 – December 31, 2017)
   
Target amount as a percent of base salary:

Joseph A. Cutillo -- 195%

Con L. Wadsworth -- 170%

Ronald A. Ballschmiede -- 170%

Kevan M. Blair -- 40%

   

Weighting of the EPS goal:

Minimum required goal achievement level:

Cap on goal achievement level:

75% of the Target Amount

80%

120%

   
Weighting of individual performance goals: 25% of the Target Amount with no minimum and no cap.

 

Item 8.01 Other Events

 

On February 14, 2017, the Company issued a press release announcing Mr. Cutillo's election as President. A copy of the press release is furnished herewith as Exhibit 99.1 to this Form 8-K.

 

Item 9.01 Financial Statements and Exhibits .

 

(c)        Exhibits

 

Exhibit Number   Description
10.1#   Program Description — 2017 Executive Incentive Compensation Program (filed herewith)
10.2#   Form of 2017 Executive Incentive Compensation Program Restricted Stock Award Agreement (filed herewith)
99.1   Press release dated February 14, 2017 (furnished herewith)

# Management contract or compensatory plan or arrangement.

 

 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  February 15, 2017 Sterling Construction Company, Inc .
     
  By: /s/ Roger M. Barzun
    Roger M. Barzun
    Senior Vice President

 

 

 

Exhibit Index

 

Exhibit Number   Description
10.1#   Program Description — 2017 Executive Incentive Compensation Program (filed herewith)
10.2#   Form of 2017 Executive Incentive Compensation Program Restricted Stock Award Agreement (filed herewith)
99.1   Press release dated February 14, 2017 (furnished herewith)

# Management contract or compensatory plan or arrangement.

 

Exhibit 10.1

 

 

 

 

2017 EXECUTIVE INCENTIVE COMPENSATION PROGRAM

 

Program Description

 

Introduction

 

You have been selected to participate in the Company's 2017 Executive Incentive Compensation Program (the "EICP"). The EICP was adopted by the Compensation Committee of the Board of Directors of the Company to be effective as of January 1, 2017. The program gives you the opportunity to earn additional cash and share-based compensation depending on the achievement of financial and individual performance goals in calendar year 2017.

 

The purpose of this program is to advance the interests of the Company's shareholders by enhancing the Company's ability to attract, retain and motivate persons who make (or who are expected to make) important contributions to the Company. Participants do not have any special right to continued employment by the Company because of their participation in this program.

 

Sterling sets high goals — goals that are designed to encourage key employees like you to exert an extra effort to raise the Company's performance. The EICP is designed to provide you with that incentive, both in the near term and over the course of several years.

 

The EICP reflects the pay-for-performance philosophy of the Company by linking your opportunity to earn additional compensation to the achievement of Company goals, operating unit goals, and individual performance goals.

 

References in this Program Description to being an employee of the Company or employment with the Company mean an employee of or with the Company or one of its operating units.

 

______________

 

 

 

2017 Executive Incentive Compensation Program — [Name of participant]

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Part I

 

Elements of the 2017 Executive Incentive Compensation Program

 

EICP Target Amount .

 

Each participant in the EICP is assigned an EICP Target Amount, which is expressed as a percentage of his or her base salary. Participants do not necessarily have the same EICP Target Amount. Your EICP Target Amount for 2017 is set forth in Appendix A to this Program Description.

 

Your EICP Target Amount is the amount that you can earn if 100% of the 2017 financial goal or goals and your individual performance goals are met. The actual payout, if any, may be less than or more than your EICP Target Amount depending on the Company's actual financial results, your operating unit's actual financial results (if you are employed by one of the Company's operating units) and your individual performance during the year measured against the individual performance goals that are set for you at the beginning of the year.

 

EICP Awards.

 

Awards under the EICP are payable half in cash and half in shares of the Company's common stock. The number of shares is determined using the simple average of the closing prices of the common stock during December 2017. The shares are subject to a three-year restriction on their sale or other transfer. The shares are released from those restrictions (that is, the shares vest) in approximately equal annual installments

 

One-third on January 1, 2019

 

One-third on January 1, 2020

 

One-third on January 1, 2021

 

Shares of restricted stock that fail to vest (for instance if you resign from the Company or are terminated for cause) are automatically forfeited and returned to the Company without the payment of any compensation to you.

 

EICP Performance Goals .

 

There are three types of EICP goals for participants with operating responsibilities, and two types of goals for participants who do not have operating responsibilities, as follows:

 

1. A Company financial goal, which is based on the Company achieving a target level of earnings per share in 2017, which is referred to as the EPS Goal .

 

2. An operating unit financial goal, which is based on your operating unit achieving a target level of earnings before interest and taxes in 2017, which is referred to as the EBIT Goal .

 

3. Individual performance goals, which are established at the beginning of the year and consist of value–added tasks or projects to be accomplished by you in 2017 that are considered to require an extra or particular effort on your part.

 

Your EICP Target Amount is allocated among the goals, as follows:

 

Participant

Company

EPS Goal

Operating Unit

EBIT Goal

Individual
Performance
Goals
Operating Unit Participants 25% 50% 25%
Non-Operating Unit Participants 75% N/A 25%

2017 Executive Incentive Compensation Program — [Name of participant]

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Calculation of Payouts .

 

In early 2018, the level of the achievement of the 2017 EPS Goal and the 2017 EBIT Goal of each operating unit will be determined from the Company's financial statements.

 

The level of the achievement of your individual performance goals will be determined by the manager to whom you report directly, and for some participants, also by a committee of the Board of Directors.

 

Once the levels of achievement have been determined, the payout for each goal will be determined.

 

1. Payout for Financial Goals . The payout, if any, for the achievement of financial goals is determined from the following formula:

 

Your Target Amount times the percent of your Target Amount allocated to the financial goal, times the percent of the financial goal that was achieved in 2017. However , there is a minimum and a maximum achievement level:

 

— If the achievement level of a financial goal is below 80%, no payout will be made for that goal.

 

— If the achievement level of a financial goal is more than 100%, the payout cannot exceed 120% of your Target Amount allocated to that goal.

 

2. Payout for Individual Performance Goals . The payout for the completion of individual performance goals is determined by the percentage of your goals that you complete satisfactorily in 2017. Just as for financial goals, the formula for payout on individual performance goals is —

 

Your Target Amount times the percent of your Target Amount allocated to individual performance goals (25% for all participants), times the percentage of individual performance goals you satisfactorily completed. Any positive level of achievement will result in some payout, but there cannot be more than a 100% payout for satisfactorily completing all of your individual performance goals.

 

Termination of Employment During Calendar Year 2017 . In the event that you cease to be an employee of the Company during 2017, your participation in the EICP will be treated as follows:

 

Reason for Termination   Effect on your Participation in the EICP
For Cause  

No payment under the EICP will be made to you if the termination of your employment was for one or more of the following reasons:

       
    a) You were grossly negligent in the performance of your duties and/or your responsibilities; or you refused to perform your duties and/or responsibilities.
       
    b) You committed an act of theft or other dishonesty, including, but not limited to an intentional misapplication of the Company's or of any of its subsidiaries' funds or other property.
       
    c) You were convicted of any other criminal activity (other than a traffic violation or minor misdemeanor).
       
    d) You participated in any activity involving moral turpitude that is, or could reasonably be expected to be injurious to the business or reputation of the Company.
       

 

 

2017 Executive Incentive Compensation Program — [Name of participant]

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    e) You used alcohol immoderately and /or used non-prescribed narcotics that had the effect of adversely and materially affecting the performance of your duties.
       
    f) You committed a material breach of a Company policy.
       
Your Resignation   No payment under the EICP will be made to you.  
Without Cause, Permanent Disability, Death or Retirement (as defined by the Compensation Committee )  

The incentive compensation that you would have earned, if any, had your employment not terminated, based on (a) the level of achievement of the financial goal or goals applicable to you at the end of 2017; and (b) on the assumption that you completed all of your individual performance goals satisfactorily, will be multiplied by —

 

A fraction, the numerator of which is the number of days in 2017 that you were an employee of the Company, and the denominator of which is 365.

 

The resulting incentive compensation, if any, will be paid to you or your personal representative, as the case may be, when other participants are paid, except that any incentive compensation payable in shares of restricted stock will be paid in cash.

 

 

Part II:

 

Other Terms of the 2017 Executive Incentive Compensation Program

 

Administration of the Program . The EICP is administered by the Compensation Committee of Sterling's Board of Directors. Among other things, the Committee determines those employees who are eligible to participate in the program, the participants' Target Amounts, and the goals and other performance measures. In early 2018, the Committee will determine whether and to what extent the financial goals, and for certain participants the individual performance goals, and other performance measures, have been met, and will authorize any payouts that have been earned.

 

The Committee will correct any defects, supply any omissions, and reconcile any inconsistencies in the program or in any award made under the program in the manner and to the extent it believes necessary or advisable to implement the program, including any adjustment to reflect the effect of any extraordinary financial events occurring during the year.

 

 

Taxes & Tax Consequences .

 

1. Any payout under the EICP will be made in the first quarter of 2018, but no later than March 15, 2018.

 

2. Payouts to you under the EICP are treated as 2017 supplemental income for federal income tax withholding purposes. The Company is currently required to withhold 25% of any cash payout amount plus Social Security and Medicare taxes.

 

3. Payouts may also be subject to state income tax withholding, and to any garnishment, levy or other wage withholding order affecting you.

 

4. Payouts are not eligible for deferral into your Company 401(k) account.

 

5. No taxes are withheld on the award of restricted shares. However, when the shares vest, the Company is required to withhold taxes. You will be advised at the time of vesting of the opportunity to satisfy the tax withholding using some of the shares that are vesting.

 

2017 Executive Incentive Compensation Program — [Name of participant]

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The Company's Claw-Back Policy . The Company's Claw-Back Policy applies to any payments made under the EICP. A copy of the Claw-Back Policy is attached as Appendix B to this Program Description. Please read it. It affects any incentive compensation (cash or shares) that was paid to you if the Company subsequently, for whatever reason, restates the financial statements on which all or a portion of that incentive compensation was based.

 

Change of Control . A "Change of Control" of the Company is defined in the Company's Stock Incentive Plan, and generally refers to the acquisition of the Company or a large portion of the Company through the acquisition of shares of the Company's common stock, the acquisition of assets of the Company, a merger or the like. If there is a Change of Control while shares of restricted stock issued to you under the EICP is still outstanding, they will vest in full.

 

Governing Law . The provisions of the EICP are governed by, and interpreted in accordance with, the laws of the State of Delaware, without regard to any of its conflicts of law provisions.

 

Compliance with Section 409A of the Code . The Company intends that the EICP either (a) complies with Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance thereunder; or (b) is excepted from the provisions of Section 409A. As a result, the Company has the right to amend the EICP in order to cause it to be in compliance with Section 409A or to qualify for being excepted from the provisions of Section 409A, and to take any other actions to achieve that compliance or exception.

______________

 

[Insert Name] — Appendix A

Your Key Numbers for the 2017 Executive Incentive Compensation Program

Financial Goals: The 2017 Company EPS Goal: $TBD per share
 

Your 2017 Operating Unit EBIT Goal:

$[refer to your unit's approved budget]

 

Your 2017 Base Salary (1) ($)

Your EICP Target Amount

Percent — Dollars

Your EICP Target Amount

EPS Goal Allocation

Percent — Dollars

Your EICP Target Amount

EBIT Goal Allocation

Percent — Dollars

Your EICP Target Amount

Individual Performance Goals (2)

Allocation

Percent — Dollars

         

 

(1) Your Target Amount Percent will be applied to the base salary amount reported in your IRS Form W-2 for calendar year 2017.

 

(2) Your individual performance goals will be set forth on the form developed for that purpose by the Human Resources Department.

________________

 

 

 

2017 Executive Incentive Compensation Program — [Name of participant]

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Appendix B

Sterling Construction Company, Inc. Claw-Back Policy

 

(a) It is the policy of the Company that the amount of any bonus or other incentive compensation (together, " Incentive Compensation ") that has already been paid to an employee of the Company (either in cash or in common stock of the Company, or both) that was based on financial statements that are subsequently restated shall, if necessary, be adjusted either by repayment by the employee to the Company or by making an additional payment to the employee so that the employee will have received no more and no less than the amount that he or she would have received had the financial statements been restated before the amount of the Incentive Compensation was determined.

 

(b) If as a result of the restatement, the Incentive Compensation is shown to have been —

 

(c) Overpaid, the recipient shall return the amount of the overpayment within sixty days of a written demand therefor by the Company.

 

(d) Underpaid, the Corporation shall pay the amount of the underpayment within thirty days of the completion of the restatement.

 

(e) In the event that any repayment by an employee under this policy involves the re-conveyance to the Company of shares of common stock that have been sold by the employee, the proceeds realized from the sale shall be repaid to the Corporation. If the shares shall have been otherwise transferred, or shall have been pledged or encumbered, the employee shall convey to the Company either —

 

(f) The market value of such shares at the date of such transfer, pledge or encumbrance or at the date the demand for repayment is made, whichever is higher; or

 

(g) Shares of common stock of the Company having such market value.

 

(h) Any payment and/or conveyance of shares to the Company under this policy shall be made whether or not the employee required to make the payment or conveyance was culpable with respect to the error, event, act or omission that caused the restatement to be made, but nothing in this policy shall be construed to prevent the Company from pursuing other remedies against the employee if the Company determines that he or she was in fact culpable in any respect.

 

Adopted by the Board of Directors on January 18, 2011

 

 

2017 Executive Incentive Compensation Program- [Name of participant]

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Exhibit 10.2

 

STERLING CONSTRUCTION COMPANY, INC .

 

Restricted Stock Award Agreement

 

  Award Date: [___________, 2018]  
  Award Recipient: [Name of Participant]  
  Shares of Common Stock: [Total Shares]  
  Expiration Date: January 1, 2021  

 

This Restricted Stock Award Agreement (this " Agreement ") is made effective as of the Award Date set forth above and is entered into between you, the above-named Award Recipient, and Sterling Construction Company, Inc. (the " Company ") pursuant to the Company’s Stock Incentive Plan (the " Plan. ") The Plan is hereby incorporated into this Agreement by this reference. By signing this Agreement, you acknowledge that you have received a copy of the Plan and a summary description of the Plan.

 

In consideration of the award to you of the number of Shares of Common Stock of the Company set forth above (the " Shares ") you and the Company agree as follows:

 

1. Award of the Shares . The Company hereby awards to you, and you hereby accept the award of the Shares subject to the terms and conditions set forth in this Agreement. Any additional shares of common stock of the Company that are issued to you on account of the Shares as a result of stock dividends, stock splits or recapitalizations (whether by way of mergers, consolidations, combinations or exchanges of shares or the like) will be subject to this Agreement and are included in the definition of the word "Shares."

 

2. The Restrictions . Until the Shares vest in accordance with Section 3 , below, you may not sell, assign, transfer, pledge or otherwise dispose of or encumber any of the Shares or any of your rights or interests in the Shares except by your will or according to the laws of descent and distribution (the " Restrictions. ")

 

3. Expiration of the Restrictions . Unless the Shares have earlier been forfeited as provided in this Agreement, the Restrictions will expire (i.e. the Shares will vest) as follows:

 

 

Date

(at 5:00 p.m. Central Time)

Shares Vested  
  January 1, 2019 [Tranche 1]  
  January 1, 2020 [Tranche 2]  
  January 1, 2021 [Tranche 3]  

 

3.1 Shares that are still subject to the Restrictions will also vest on the earliest to occur of the following:

 

(a) A Change in Control of the Company (as that term is defined in the Plan.)

 

(b) Your employment is terminated without Cause (as defined below.)

 

(c) Your employment is terminated because you have become permanently disabled (as defined below.)

 

(d) Your death.

 

4. Forfeiture of the Shares . If either of the following events occurs, all of the Shares that are then still subject to the Restrictions will be forfeited and returned to the Company without the payment of any compensation to you:

 

· You resign your employment.

 

· Your employment is terminated for Cause.

 

 

 

5. Definitions . As used in this Agreement —

 

5.1 The words "permanently disabled" mean that because of a physical or mental impairment, you are unable to perform your duties and responsibilities as an employee for ninety or more days within a six-month period.

 

5.2 "Cause" means —

 

(a) You were grossly negligent in the performance of your duties and/or your responsibilities; or you refused to perform your duties and/or responsibilities.

 

(b) You committed an act of theft or other dishonesty, including, but not limited to an intentional misapplication of the Company's or of any of its subsidiaries' funds or other property.

 

(c) You were convicted of any other criminal activity (other than a traffic violation or minor misdemeanor).

 

(d) You participated in any activity involving moral turpitude that is, or could reasonably be expected to be injurious to the business or reputation of the Company.

 

(e) You used alcohol immoderately and /or used non-prescribed narcotics that had the effect of adversely and materially affecting the performance of your duties.

 

(f) You committed a material breach of a Company policy.

 

6. Your Rights as a Stockholder . Except for the Restrictions and the other limitations and conditions set forth in this Agreement, as owner of the Shares you will have all of the rights of a stockholder of the Company, including the right to vote the Shares and to receive any dividends paid on the Shares.

 

7. The Shares .

 

7.1 The Shares will be issued to you as a book entry by the Company's transfer agent, and you will be advised of their issuance. When the Restrictions expire, subject to the provisions of Section 8 , below, you may leave the Shares in your account at the transfer agent; you may have your broker transfer the Shares electronically to your brokerage account; or you may have the Shares delivered to you in the form of a stock certificate.

 

7.2 Any of the Shares that are forfeited will be returned to the Company and canceled without the payment of any compensation to you.

 

8. Securities and Other Laws . The Company may require as a pre-condition to the delivery of the Shares to you —

 

8.1 That the Shares shall have been duly listed, upon official notice of issuance, upon any national securities exchange or automated quotation system on which the Company's common stock may then be listed or quoted;

 

8.2 That either (a) a registration statement under the Securities Act of 1933 (the " Act ") relating to the Shares is in effect; or (b) in the opinion of counsel to the Company, the issuance of the Shares is exempt from registration under the Act, in which event you shall have made such undertakings and agreements with the Company as the Company may reasonably require; and

 

8.3 That such other steps, if any, as counsel to the Company considers necessary to comply with any law applicable to the Shares shall have been taken by you, by the Company or both. The Shares may be subject to such restrictions as counsel for the Company considers necessary to comply with applicable laws.

 

9. Taxes . You agree to pay to the Company or to make provision satisfactory to the Company for the payment of any taxes required by law to be paid by you, or that are required to be withheld from you relating to the Shares no later than the date of the event creating the tax liability. To the extent permitted by law, the Company may deduct any such tax obligation that is not paid when due from any payment of any kind due to you from the Company.

 

[Name of Participant] Restricted Stock Agreement dated _____________, 2018 Page 2 of 3

 

 

10. Adjustment in Provisions . Upon any change from time to time in the outstanding common stock of the Company by reason of a stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other such transaction affecting the Company’s common stock, the relevant parts of this Agreement shall be appropriately adjusted by the Company, if necessary, to reflect such change in a fair manner.

 

11. Amendments . The Compensation Committee of the Board of Directors (the " Committee ") may amend, modify or terminate this Agreement, including by substituting another award of the same or a different type. Your consent to such an action will be required unless the Committee determines that the action, taking into account any related action, would not materially and adversely affect you.

 

12. Decisions by the Committee . Any dispute or disagreement that arises under, or as a result of, or pursuant to, this Agreement shall be resolved by the Committee in its sole and absolute discretion, and any such resolution or any other determination by the Committee under, or pursuant to, this Agreement, and any interpretation by the Committee of the terms and conditions of this Agreement or the Plan shall be final, binding, and conclusive on all persons affected thereby.

 

In Witness Whereof , you and the Company have signed this Agreement to be effective as of the Award Date.

 

Sterling Construction Company, Inc .

 

 

     
     
By:      
  Paul J. Varello   [Name of Participant]
  Chief Executive Officer    

 

 

 

[Name of Participant] Restricted Stock Agreement dated _____________, 2018 Page 3 of 3

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

STERLING CONSTRUCTION COMPANY NAMES JOSEPH CUTILLO PRESIDENT

 

THE WOODLANDS , TX — February 14, 2017 — Sterling Construction Company, Inc. (NasdaqGS: STRL ) (“Sterling” or “the Company”) today announced that as part of its management development and succession planning process, the Board of Directors has elected Joseph A. Cutillo to the position of President, reporting to Paul Varello, Sterling’s Chief Executive Officer, effective immediately. Mr. Cutillo had previously served as Sterling’s Executive Vice President Chief Business Development Officer.

Mr. Cutillo has nearly 30 years of executive management experience and a deep understanding of emerging opportunities in heavy civil construction, industrial, and adjacent markets. Prior to joining Sterling in October of 2015, he was President and Chief Executive Officer of Inland Pipe Rehabilitation LLC (IPR) from 2008 to 2015, over which time he grew the business from a start-up acquisition to the second largest trenchless rehabilitation pipe business in the U.S. From 2005 to 2008, Mr. Cutillo served as Division President at CONTECH Engineered Solutions. Prior to CONTECH, Mr. Cutillo held a series of increasingly responsible management roles at Ingersoll-Rand (NYSE: IR) and General Electric Corporation (NYSE: GE). He earned a Bachelor of Science degree in Mechanical Engineering from Northeastern University.

 

Sterling CEO, Paul Varello commented, “Joe is an extremely capable and experienced executive. Over the past seventeen months, he has impressed me with his leadership style and his willingness to tackle every assignment given him. His leadership of our business development and strategic planning efforts has helped our business units to win new, higher margin work and positioned our Company for strategic growth and increased profitability in 2017 and beyond. In his new role as President, Joe will be responsible for driving continued improvements in our operating performance, particularly in Texas, and will lead our strategic growth initiatives.”

 

Milton Scott, Chairman of Sterling’s Board of Directors, stated, “We look forward to working with Joe in his new role as President as we move into the next phase of our growth. We have been very impressed by his contributions to Sterling’s improved performance to date, and we are highly confident that with greater leadership responsibilities, he will be even more impactful on our return to more consistent profitability.”

 

Mr. Scott continued, “The Board and I would also like to thank Paul for stepping into the CEO position in February of 2015 in order to plan and execute the turnaround that is currently underway. His extensive background in the engineering and construction industry, coupled with his tireless effort and boundless energy, saw Sterling through some significant challenges and we are grateful for his continued commitment to our Company and our shareholders.”

 

 

 

Sterling is a leading heavy civil construction company that specializes in the building and reconstruction of transportation and water infrastructure projects in Texas, Utah, Nevada, Colorado, Arizona, California, Hawaii, and other states in which there are construction opportunities. Its transportation infrastructure projects include highways, roads, bridges, airfields, ports and light rail. Its water infrastructure projects include water, wastewater and storm drainage systems.

 

This press release includes certain statements that fall within the definition of “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Any such statements are subject to risks and uncertainties, including overall economic and market conditions, federal, state and local government funding, competitors’ and customers’ actions, and weather conditions, which could cause actual results to differ materially from those anticipated, including those risks identified in the Company’s filings with the Securities and Exchange Commission. Accordingly, such statements should be considered in light of these risks. Any prediction by the Company is only a statement of management’s belief at the time the prediction is made. There can be no assurance that any prediction once made will continue thereafter to reflect management’s belief, and the Company does not undertake to update publicly its predictions or to make voluntary additional disclosures of nonpublic information, whether as a result of new information, future events or otherwise.

 

 

Contact:

Sterling Construction Company, Inc.

Jennifer Maxwell, Director of Investor Relations

281-951-3560

Investor Relations Counsel:

The Equity Group, Inc.

Fred Buonocore, CFA  212-836-9607

Kevin Towle  212-836-9620