Severability Contract Clauses (27,855)

Severability. If any term, provision, covenant or restriction of this Rights Agreement is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Rights Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that if such excluded provision shall effect the rights, immunities, duties or obligations of the Rights Agent, the... Rights Agent shall be entitled to resign immediately. View More

Severability. In case any one or more of the provisions contained in this Warrant shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as reasonably possible to that of the invalid, illeg...al or unenforceable provisions. View More

Severability. If any provision of this Agreement, the deletion of which would not adversely affect the receipt of any material benefit by or in favor of any party or substantially increase the burden of any party to this Agreement, shall be held to be invalid or unenforceable to any extent, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Agreement.

Severability. The invalidity or unenforceability of any particular provisions hereof shall not affect the remaining portions or provisions of this Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

Severability. In the event that any provision of this Note is held to be invalid, illegal or unenforceable in any respect or to any extent, such provision shall nevertheless remain valid, legal and enforceable in all such other respects and to such extent as may be permissible. Any such invalidity, illegality or unenforceability shall not affect any other provisions of this Note, but this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

Severability. If any provision contained in this Agreement is determined to be void, illegal, or unenforceable, in whole or in part, then the other provisions contained in this Agreement shall remain in full force and effect as if the provision which was determined to be void, illegal, or unenforceable had not been contained in this Agreement. Sterling Construction Company, Inc. By: /s/ Paul J. Varello /s/ Thomas R. Wright Paul J. Varello 1800 Hughes Landing Blvd. —Suite 250 The Woodlands, Texas Thomas R. Wri...ght Date signed: July 3, 2015 Date signed: July 3, 2015 EX-10.1 2 exh_101.htm EXHIBIT 10.1 Exhibit 10.1 SEPARATION & RELEASE AGREEMENT This Separation & Release Agreement (which is referred to herein as this "Agreement") is being entered into by you, Thomas R. Wright, (who will be referred to as "you") and Sterling Construction Company, Inc. (which will be referred to as "Sterling") as follows: Background You have stated that you wish to resign from Sterling's employ. Because of your dedication, hard work and ceaseless efforts on behalf of Sterling; because of your agreement to assist Sterling in the transition of your duties; because of your agreement to provide consulting services to Sterling after you cease to be an employee of Sterling; and because of your willingness to provide the releases contained in this Agreement, the Compensation Committee of the Board of Directors of Sterling has agreed to award you certain bonus compensation and to provide you with certain benefits that you would not otherwise be entitled to under your employment agreement with Sterling dated September 25, 2013, as amended on September 26, 2014. The payments and benefits described in this Agreement are in lieu of any and all payments and benefits that you might otherwise be entitled to under your employment agreement, as amended, or under Company policies. Therefore, for and in consideration of the foregoing recitals and the covenants contained herein, it is hereby agreed between you and Sterling as follows: 1. The Separation Bonus Compensation & Benefits. Effective as of July 3, 2015, Sterling will do the following: (a) Release the contractual restrictions on, and waive the forfeiture provisions relating to, the 55,536 shares of restricted common stock that you currently own; (b) Award to you a discretionary bonus consisting of 106,478 shares of unrestricted common stock of the Company; and (c) For the period from August 1, 2015 through the earlier to occur of July 31, 2016 or the date you have the option to be covered by another employer health plan, continue to cover you under the medical and dental plans sponsored by Sterling for its employees with the same coverage you had immediately prior to July 4, 2015, provided that you timely elect COBRA coverage and remit to Sterling on a timely basis an amount equal to the applicable monthly COBRA premium (less the COBRA administrative surcharge) for such continued coverage; and Sterling will reimburse you for any medical and dental premium expenses incurred by you hereunder within thirty days after the date of your payment thereof. To the extent that any medical or dental expense or in-kind benefits provided for under this Section 1(c) are taxable to you in a given year, any such expense shall be reimbursed to you by Sterling within thirty days of such expense being incurred, and any expenses reimbursed or in-kind benefits provided hereunder shall not affect the expenses eligible for reimbursement or in-kind benefits provided in any other year. View More

Severability. The provisions of this Deed shall be severable, and if any provision or part thereof of this Deed shall be, or be found by any court of competent jurisdiction to be, invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any other provision hereof or the enforceability or validity of that or any other provision in any other jurisdiction. 5 17. Presumptions and Burden of Proof. The following procedures and presumptions shall apply in the event of any quest...ion as to whether Indemnitee is entitled to indemnification under this Deed: (a) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Deed. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. (b) It shall be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof by clear and convincing evidence. (c) In the event that any action, claim or Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or Proceeding with or without payment of money or other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or Proceeding. Anyone seeking to overcome this presumption shall have the burden of doing so by clear and convincing evidence. (d) The termination of any Proceeding, or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Deed) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonable believed to be in or not opposed to the best interests of the Company or, with respect to any criminal proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful. View More

Severability. If any provision of this Agreement shall, for any reason, be held to violate any applicable law, and so much of said Agreement is held to be unenforceable, then the invalidity of such specific provision herein shall not be held to invalidate any other provision herein which shall remain in full force and effect.

Severability. If one or more of the provisions of this Agreement shall be found to be illegal or invalid, it shall not affect the legality or validity of any of the remaining provisions.

Severability. If one or more of the provisions of this Agreement shall be found to be illegal or invalid, it shall not affect the legality or validity of any of the remaining provisions. A court of competent jurisdiction shall have the authority to modify or replace the invalid or unenforceable term or provision with a valid and enforceable term or provision which most accurately represents the intention of the parties hereto with respect to the invalid or unenforceable term or provision.