Plan Description - Senior Executive Incentive Compensation Plan (adopted 2019)

By his or her 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.

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

An award to the participant of Performance 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 the vesting date, or as otherwise provided below (see Termination of Employment).

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 received, 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 on the last trading day of the Program Cycle 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. Stock Incentive Plan.

It is the policy of Sterling Construction Company, Inc., including its subsidiaries, (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 (other than the retroactive changes in accounting as required by GAAP), may, at the sole discretion of the Board of Directors through its Compensation Committee 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.

If an adjustment is made as a result of the restatement and the Incentive Compensation is shown to have been —

Overpaid, the employee shall return the amount of the overpayment within sixty (60) days of a written demand therefor by the Company.

Underpaid, the Company shall pay the amount of the underpayment to the employee within thirty (30) days of the completion of the restatement.

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

An equivalent number of shares of common stock of the Company having such market value.

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.

In the event of a restatement of the financial statements of the Company due to the action(s) or inaction(s) of an employee subject to paragraph 1 herein, the Board of Directors, through its Compensation Committee, may in its sole discretion seek to recover from any said current or former employee of the Company who received incentive-based compensation (including cash or common stock awarded as compensation) during the 3-year period prior to the date on which the Company is required to prepare a restatement, the excess of what was paid to said employee, including the cancellation and/or recovery of shares of common stock of the Company that were awarded, due to the accounting restatement.