Form of Senior Executive Incentive Compensation Program - Program Description

You have been selected to participate in the Company’s [Year] Senior Executive Incentive Compensation Plan (the “SEICP” or “Program”). The purpose of the SEICP is to advance the interests of the Company's stockholders 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 the programs described below.

The SEICP consists of an annual cash incentive program, which is referred to as the Short-Term Incentive, or STI, and a three-year stock-based incentive program, which is referred to as the Long-Term Incentive, or LTI.

The STI and the LTI are designed to encourage participants to exert an extra effort to raise the Company's performance to the next level, both in the near term and over the course of several years, and reflect the pay-for-performance philosophy of the Company by linking the opportunity to earn additional compensation to the achievement of Company financial and strategic goals.

Both the STI and the LTI were approved by the Compensation & Talent Development Committee of the Board of Directors of the Company (the “Committee”) on [DATE]; with the Stock-based awards under the LTI being granted under the Company’s Amended and Restated 2018 Stock Incentive Plan (the “Plan”).

The STI is a program that has one or more annual goals, the achievement of which by the end of the year, is rewarded with a cash payment.

Each participant in the STI is assigned an STI Target Amount, which is expressed as a percentage of his or her annual base salary1. The STI Target Amount of each participant is set forth in a separate document that is provided to the participant at or before the beginning of the year. Participants do not necessarily have the same STI Target Amounts.

The STI goal or goals have three performance or achievement levels expressed as percentages of goal achievement and accordingly the amount of a participant's Target Amount that participant can earn, namely Threshold performance, Target performance, and Maximum performance. Achievement below the Threshold results in no payment and performance exceeding the Target is limited to the Maximum. Pay-outs for performance falling between two levels will be determined by linear interpolation.

The STI performance goals and the Threshold, Target, and Maximum levels for a given year are established by the Committee.

In determining achievement of the EBITDA Goal, the Company will disregard certain events including the following: (i) any costs associated with restructuring of the Company’s debt or a Board-approved strategic acquisition or disposition whether or not consummated, in the determination of the earnings before interest, taxes, depreciation and amortization (“EBITDA”) calculation; or (ii) any other one-time events specified by the Committee in its discretion; provided however that the impact of any Board-approved acquisition or disposition consummated during the relevant calendar year on the Company’s EBITDA shall be all events taken into account for purposes of determining the EBITDA Goal.

At the end of the year, the level of performance of each goal (expressed as a percentage) will be determined from the Company's audited financial statements, or for non-financial goals, by some other objective means determined by the Committee.

Once the level of performance of each goal has been determined, the payout, if any, to each participant for each goal is determined by multiplying the participant's STI Target Amount —

•By the participant’s annual base salary in effect; then

•By the percentage allocated to the particular goal (if there is more than one goal for the year); and then

•By the performance level of the goal.

The LTI represents stock-based awards that vest over a three year period. Each three- year period, which begins on January 1 of a given year and ends on December 31 of the third year thereafter, is referred to as a Program Cycle. The LTI consists of two awards:

•An award of Time-Based Restricted Share Units (“RSUs”) that vest ratably over the Program Cycle provided the participant is an employee of the Company on each applicable vesting date; and

•An award of Performance-Based Restricted Share Units (“PSUs”) that vest ratably over the Program Cycle based on the Company achieving a pre-determined performance goal for each year in the Program Cycle and provided the participant is an employee of the Company on each applicable vesting date, or as otherwise provided below (see Termination of Employment).

Each participant in the LTI is assigned an LTI Target Amount, which is expressed as a percentage of his or her annual base salary in effect. The LTI Target Amount of each participant is set forth in a separate document that is provided to the participant at or before the beginning of a Program Cycle. Participants do not necessarily have the same LTI Target Amounts.

The Time-Based Restricted Share Units.

•A RSU is an unfunded and unsecured, non-transferable promise by the Company to issue one share of unrestricted Common Stock. RSUs will vest in three substantially equal annual installments during the Program Cycle, provided that on the vesting date, the participant is still an employee of the Company.

•The number of RSUs granted to a participant is computed by multiplying the participant's LTI Target Incentive Potential by 50% of his or her annual base salary and then by dividing the result by the closing price per share of the Common Stock on December 31st preceding the Program Cycle (the “Closing Price”).

•For [Year], the first vesting will be on December 31, [Year], the second will be on December 31, [Year 2] and the third will be on December 31, [Year 3].

The Performance-Based Restricted Share Units.

•A PSU is an unfunded and unsecured, non-transferable promise by the Company to issue under certain conditions one share of unrestricted Common Stock. PSUs will vest in three substantially equal annual installments on the first, second and third anniversary of the January 1 start date of the plan year, based on the extent to which, if at all, the Performance Goal is achieved, provided the participant is still an employee of the Company on each applicable vesting date, or as otherwise provided below (see Termination of Employment).

•The number of PSUs awarded to a participant is computed by multiplying the participant's LTI Target Incentive by 50% of his or her annual base salary and then by dividing the result by the Closing Price.

•The pre-determined performance goal and the Threshold, Target, and Maximum performance levels that determine payouts will be provided to participants following each grant.

All awards under the LTI are contingent on the participant signing the Company's form of LTI Award Agreement.

No un-vested RSUs and no PSUs may be sold, assigned, transferred, pledged or otherwise disposed of or encumbered.

Continuing Restrictions. Vested RSUs and shares of Common Stock issued for vested PSUs remain subject to all the restrictions imposed on them by federal and state securities laws, rules and regulations, and by the Company's policies and rules relating to Common Stock.

Forfeiture. RSUs and PSUs that fail to vest are automatically forfeited, canceled, and cease to be subject to vesting. No compensation is paid to a participant for any of his or her RSUs or PSUs that are forfeited.

Refer to Appendix A for further details.

Termination of Employment. In the event that a participant's employment with the Company terminates before the end of an STI Program Year and an LTI Program Cycle, his or her participation in the STI and LTI will be treated as follows:

The STI and LTI are both administered by the Committee. Among other things, the Committee determines those employees who are eligible to participate in the programs; the participants' STI and LTI Target Amounts; the goals and other performance measures; and in the case of more than one goal for a Program Year or Program Cycle, the weighting of those goals.

The Committee will correct any defects, supply any omissions, and reconcile any inconsistencies in the programs or in any award made under the programs in the manner and to the extent it believes necessary or advisable to implement the programs. The decisions by the Committee on matters that are not expressly determined by award agreements will be made in the Committee's good faith discretion, including among other things, unusual transactions, acquisitions, and divestitures. In the event of a conflict between the terms of this summary description and an award agreement, the terms of the award agreement will govern. In the event of a conflict between this summary description and the Plan, the terms of the Plan will govern.

•Any payout under the STI will be made in the first quarter of the year following the end of an STI Program Year, but no later than March 15 of the following year.

•Payouts under the STI are treated as supplemental income for federal income tax withholding purposes. The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the participant.

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

•Payouts are not eligible for deferral into a participant's Company 401(k) account.

•Generally, a participant will not recognize taxable income at the time RSUs and PSUs are awarded, but will recognize taxable income when they vest — that is, when the restrictions on RSUs and PSUs are converted into shares of Common Stock.

•The taxable income recognized by a participant is equal to the fair market value of the converted shares on the vesting date. The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the participant.

•The Committee permits participants to satisfy the Company's LTI withholding requirements (but not the STI withholding requirements) by transferring to the Company shares of Common Stock that have vested under the LTI and that have a market value equal to the taxes that the Company is required to withhold.

•More information about the tax consequences of participating in the LTI is contained in the Plan Description of the Sterling Construction Company, Inc. 2018 Stock Incentive Plan.