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EXHIBIT 10.1




GRANITE CONSTRUCTION INCORPORATED

AMENDED AND RESTATED

1999 EQUITY INCENTIVE PLAN




(As Adopted Effective May 24, 2004)




(As Amended Effective January 1, 2005)




(As Amended Effective January 1, 2008)




SECTION 1. ESTABLISHMENT, PURPOSE, AND TERM OF PLAN




     1.1 Establishment. The Granite Construction Incorporated 1999 Equity Incentive Plan was
initially established effective May 24, 1999 (the “Initial Plan”). The Initial Plan was amended
and restated in its entirety as the Granite Construction Incorporated Amended and Restated 1999
Equity Incentive Plan (the “Plan”) effective as of May 24, 2004, the date of its approval by the
stockholders of the Company (the “Effective Date”). The Plan was amended effective January 1, 2005
to incorporate the requirements of Section 409A of the Code and further amended effective January
1, 2008 to reflect changes in Nonemployee Director compensation.



     1.2 Purpose. The purpose of the Plan is to advance the interests of the Company, by
encouraging and providing for the acquisition of an equity interest in the success of the Company
by Employees and Directors, by providing additional incentives and motivation toward superior
performance of the Company, and by enabling the Company to attract and retain the services of
Employees and Directors upon whose judgment, interest, and special effort the successful conduct of
its operations is largely dependent. The Plan seeks to achieve this purpose by providing for
Awards in the form of Options, Restricted Stock, Restricted Stock Units, Performance Shares and
Performance Units and by providing for payments in the form of shares of Stock or cash.



     1.3 Term of Plan. The Plan shall remain in effect until the earlier of (a) its termination by
the Committee pursuant to Section 14 or (b) the date on which all of the shares of Stock available
for issuance under the Plan have been issued and all restrictions on such shares under the terms of
the Plan and the agreements evidencing Awards granted under the Plan have lapsed. However, all
Awards shall be granted, if at all, within ten (10) years from the Effective Date.



SECTION 2. DEFINITIONS AND CONSTRUCTION




     2.1 Definitions. Whenever used herein, the following terms shall have their respective
meanings set forth below:



          (a) “Award” means any Option, Restricted Stock, Restricted Stock Unit, Performance Share, or
Performance Unit granted under the Plan.



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          (b) “Award Agreement” means a written agreement between the Company and a Participant setting
forth the terms, conditions and restrictions of the Award granted to the Participant. An Award
Agreement may be an “Option Agreement,” a “Restricted Stock Agreement,” a “Restricted Stock Units
Agreement,” a “Performance Share Agreement,” or a “Performance Unit Agreement.”



          (c) “Board” means the Board of Directors of the Company.



          (d) “Cause” means, unless otherwise defined by the Participant’s Award Agreement or contract
of employment or service, any of the following: (i) the Participant’s theft, dishonesty, or
falsification of any Participating Company documents or records; (ii) the Participant’s repeated
failure to report to work during normal hours, other than for customarily excused absences for
personal illness or other reasonable cause; (iii) the Participant’s conviction (including any plea
of guilty or nolo contendere) of theft or felony; (iv) the Participant’s wrongful disclosure of a
Participating Company’s trade secrets or other proprietary information; (v) any other dishonest or
intentional action by the Participant which has a detrimental effect on a Participating Company; or
(vi) the Participant’s habitual and repeated nonperformance of the Participant’s duties.



          (e) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations
promulgated thereunder.



          (f) “Committee” means the Compensation Committee or other committee of the Board duly
appointed to administer the Plan and having such powers as shall be specified by the Board. If no
committee of the Board has been appointed to administer the Plan, the Board shall exercise all of
the powers of the Committee granted herein, and, in any event, the Board may in its discretion
exercise any or all of such powers.



          (g) “Company” means Granite Construction Incorporated, a Delaware corporation, or any
successor corporation thereto.



          (h) “Director” means a member of the Board.



          (i) “Disability” means a permanent and total disability as defined under the Company’s Long
Term Disability Plan or any successor plan, regardless of whether the Participant is covered by
such Long Term Disability Plan.



          (j) “Dividend Equivalent” means a credit, made at the discretion of the Committee or as
otherwise provided by the Plan, to the account of a Participant in an amount equal to the cash
dividends paid on one share of Stock for each share of Stock represented by an Award held by such
Participant.



          (k) “Employee” means any person treated as an employee (including an officer or a Director who
is also treated as an employee) in the records of a Participating Company and, with respect to any
Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of
the Code; provided, however, that neither service as a Director nor payment of a director’s fee
shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine
in good faith and in the exercise of its discretion



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whether an individual has become or has ceased to be an Employee and the effective date of
such individual’s employment or termination of employment, as the case may be. For purposes of an
individual’s rights, if any, under the Plan as of the time of the Company’s determination, all such
determinations by the Company shall be final, binding and conclusive, notwithstanding that the
Company or any court of law or governmental agency subsequently makes a contrary determination.



          (l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



          (m) “Fair Market Value” means, as of any relevant date, the closing sale price of a share of
Stock (or the mean of the closing bid and asked prices if the Stock is so quoted instead) on the
relevant date on the New York Stock Exchange or such other national or regional securities exchange
or market system constituting the primary market for the Stock, as reported in The Wall Street
Journal or such other source as the Company deems reliable. If the relevant date does not fall on
a day on which the Stock has traded on such securities exchange or market system, the date on which
the Fair Market Value shall be established shall be the last day on which the Stock was so traded
prior to the relevant date, or such other appropriate day as shall be determined by the Committee,
in its discretion. If, on such date, there is no public market for the Stock, the Fair Market
Value of a share of Stock shall be as determined by the Committee.



          (n) “Incentive Stock Option” means an Option intended to be (as set forth in the Award
Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of
the Code.



          (o) “Insider” means an officer, a Director or any other person whose transactions in Stock are
subject to Section 16 of the Exchange Act.



          (p) “Nonemployee Director” means a Director who is not an Employee.



          (q) “Nonstatutory Stock Option” means an Option not intended to be (as set forth in the Award
Agreement) or which does not qualify as an Incentive Stock Option.



          (r) “Option” means the right to purchase Stock at a stated price for a specified period of
time pursuant to the terms and conditions of the Plan. An Option may be either an Incentive Stock
Option or a Nonstatutory Stock Option.



          (s) “Parent Corporation” means any present or future “parent corporation” of the Company, as
defined in Section 424(e) of the Code.



          (t) “Participant” means any eligible person who has been granted one or more Awards.



          (u) “Participating Company” means the Company or any Parent Corporation or Subsidiary
Corporation.



          (v) “Participating Company Group” means, at any point in time, all corporations collectively
which are then Participating Companies.



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          (w) “Performance Goal” means a performance goal established by the Committee pursuant to
Section 9.3.



          (x) “Performance Period” means a period established by the Committee pursuant to Section 9.3
at the end of which one or more Performance Goals are to be measured.



          (y) “Performance Share” means a bookkeeping entry representing a right granted to a
Participant pursuant to the terms and conditions of Section 9 to receive a payment equal to the
value of a Performance Share, as determined by the Committee, based on performance.



          (z) “Performance Unit” means a bookkeeping entry representing a right granted to a Participant
pursuant to the terms and conditions of Section 9 to receive a payment equal to the value of a
Performance Unit, as determined by the Committee, based upon performance.



          (aa) “Restricted Stock” means Stock granted to a Participant pursuant to the terms and
conditions of Section 7.



          (bb) “Restricted Stock Unit” means a bookkeeping entry representing a right granted to a
Participant pursuant to Section 8 to receive a share of Stock on a date determined in accordance
with the provisions of Section 8 and the Participant’s Award Agreement.



          (cc) “Restriction Period” means the period established in accordance with Section 7.3 of the
Plan during which shares subject to a Restricted Stock Award are subject to Vesting Conditions.



          (dd) “Retirement” means (i) with respect to an Employee, termination of employment for
retirement under the terms of the Company’s defined contribution plans, and (ii) with respect to a
Nonemployee Director, resignation from Service on the Board after attaining the age of 55 and after
at least ten years of Service on the Board.



          (ee) “Rule 16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or
any successor rule or regulation.



          (ff) “Section 162(m)” means Section 162(m) of the Code.



          (gg) “Securities Act” means the Securities Act of 1933, as amended.



          (hh) “Service” means a Participant’s employment or service with the Participating Company
Group, whether in the capacity of an Employee or a Director. A Participant’s Service shall not be
deemed to have terminated merely because of a change in the capacity in which the Participant
renders such Service or a change in the Participating Company for which the Participant renders
such Service, provided that there is no interruption or termination of the Participant’s Service.
Furthermore, a Participant’s Service shall not be deemed to have terminated if the Participant
takes any military leave, sick leave, or other bona fide leave of absence approved by the Company;
provided, however, that if any such leave exceeds three (3) months, on the first day immediately
following such three-month period any



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Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock
Option and instead shall be treated thereafter as a Nonstatutory Stock Option unless the
Participant’s right to return to Service with the Participating Company Group is guaranteed by
statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or
required by law, a leave of absence shall not be treated as Service for purposes of determining
vesting under the Participant’s Award Agreement. A Participant’s Service shall be deemed to have
terminated either upon an actual termination of Service or upon the corporation for which the
Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the
Company, in its discretion, shall determine whether a Participant’s Service has terminated and the
effective date of such termination.



          (ii) “Stock” means the Common Stock of the Company, as adjusted from time to time in
accordance with Section 5.3.



          (jj) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the
Company, as defined in Section 424(f) of the Code.



          (kk) “Ten Percent Owner” means a Participant who, at the time an Option is granted to the
Participant, owns stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of a Participating Company within the meaning of Section 422(b)(6) of the
Code.



          (ll) “Vesting Conditions” mean those conditions established in accordance with Section 7.3,
Section 8.3 or Section 10.4(a) of the Plan prior to the satisfaction of which shares or share
equivalents subject to a Restricted Stock Award or Restricted Stock Unit Award, respectively,
remain subject to forfeiture or a repurchase option in favor of the Company upon the Participant’s
termination of Service.



     2.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated
by the context, words in the masculine gender, when used in the Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall include the singular. Use of
the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.



SECTION 3. ELIGIBILITY AND AWARD LIMITATIONS




     3.1 Persons Eligible for Incentive Stock Options. Incentive Stock Options may be granted only
to Employees. For purposes of the foregoing sentence, the term “Employees” shall include
prospective Employees to whom Options are granted in connection with written offers of employment
with the Participating Company Group, provided that any such Option shall be deemed granted
effective on the date that the Participant commences Service as an Employee, with an exercise price
determined as of such date in accordance with Section 6.2.



     3.2 Persons Eligible for Other Awards. Awards other than Incentive Stock Options may be
granted only to Employees and Directors. For purposes of the foregoing sentence, the terms
“Employees” and “Directors” shall include prospective Employees and prospective



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Directors to whom Awards are granted in connection with written offers of employment or
service as a Director with the Participating Company Group, provided that no Stock subject to any
such Award shall vest, become exercisable or be issued prior to the date on which the Participant
commences Service. Eligible persons may be granted more than one (1) Award.



     3.3 Section 162(m) Award Limits. The following limitations shall apply to the grant of any
Award if, at the time of grant, the Company is a “publicly held corporation” within the meaning of
Section 162(m).



          (a) Stock Options. Subject to adjustment as provided in Section 5.3, no Employee shall be
granted one or more Options within any fiscal year of the Company which in the aggregate are for
the purchase of more than one hundred thousand (100,000) shares; provided, however, that the
Company may make an additional one-time grant to any newly-hired Employee of an Option for the
purchase of up to two hundred fifty thousand (250,000) shares. An Option which is canceled in the
same fiscal year of the Company in which it was granted shall continue to be counted against the
limits described in this subsection for such period.



          (b) Restricted Stock. Subject to adjustment as provided in Section 5.3, no Employee may be
granted within any fiscal year of the Company more than one hundred thousand (100,000) shares of
Restricted Stock, provided that such limit shall apply only to Awards of Restricted Stock which are
granted or subject to Vesting Conditions based upon the attainment of Performance Goals.



          (c) Restricted Stock Units. Subject to adjustment as provided in Section 5.3, no Employee
shall be granted within any fiscal year of the Company more than one hundred thousand (100,000)
Restricted Stock Units, provided that such limit shall apply only to Awards of Restricted Stock
Units which are granted or subject to Vesting Conditions based upon the attainment of Performance
Goals.



          (d) Performance Shares and Performance Units. Subject to adjustment as provided in Section
5.3, no Employee may be granted (i) Performance Shares which could result in such Employee
receiving more than one hundred thousand (100,000) shares of Stock for each full fiscal year of the
Company contained in the Performance Period for such Award, or (ii) Performance Units which could
result in such Employee receiving more than one million five hundred thousand dollars ($1,500,000)
for each full fiscal year of the Company contained in the Performance Period for such Award. No
Participant may be granted more than one Performance Share Award or one Performance Unit Award (but
not both such Awards) for the same Performance Period.



     3.4 Maximum Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to
adjustment as provided in Section 5.3, the maximum aggregate number of shares of Stock that may be
issued under the Plan pursuant to the exercise of incentive Stock Options shall not exceed four
million two hundred fifty thousand (4,250,000) shares. The maximum aggregate number of shares of
Stock that may be issued under the Plan pursuant to all Awards other than Incentive Stock Options
shall be the number of shares determined in accordance with Section 5.1, subject to adjustment as
provided in Section 5.2 and Section 5.3.



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     3.5 Aggregate Limit on Restricted Stock, Restricted Stock Unit, Performance Share and
Performance Unit Awards Not Providing for Certain Minimum Vesting. Notwithstanding any provision
of the Plan to the contrary, no more than five percent (5%) of the maximum aggregate number of
shares of Stock that may be issued under the Plan, determined in accordance with Section 5.1 (as
adjusted from time to time pursuant to Sections 5.2 and 5.3), shall be issued pursuant to the
following Awards granted on or after the Effective Date: (a) Restricted Stock or Restricted Stock
Unit Awards having Vesting Conditions which (i) if based upon a Service requirement, provide for
vesting more rapid than annual pro rata vesting over a period of three (3) years or (ii) if based
upon the attainment of one or more Performance Goals, provide for a Performance Period of less than
twelve (12) months, or (b) Performance Share or Performance Unit Awards having a Performance Period
of less than twelve (12) months.



SECTION 4. ADMINISTRATION




     4.1 Administration by the Committee. The Plan shall be administered by the Committee. All
questions of interpretation of the Plan or of any Award shall be determined by the Committee, and
such determinations shall be final, binding and conclusive for all purposes and upon all persons
whomsoever.



     4.2 Authority of Officers. Any officer of a Participating Company shall have the authority to
act on behalf of the Company with respect to any matter, right, obligation, determination or
election which is the responsibility of or which is allocated to the Company herein, provided the
officer has apparent authority with respect to such matter, right, obligation, determination or
election.



     4.3 Administration with Respect to Insiders. With respect to participation by Insiders in the
Plan, at any time that any class of equity security of the Company is registered pursuant to
Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements,
if any, of Rule 16b-3.



     4.4 Committee Complying with Section 162(m). If the Company is a “publicly held corporation”
within the meaning of Section 162(m), the Board may establish a Committee of “outside directors”
within the meaning of Section 162(m) to approve the grant of any Award which might reasonably be
anticipated to result in the payment of employee remuneration that would otherwise exceed the limit
on employee remuneration deductible for income tax purposes pursuant to Section 162(m).



     4.5 Powers of the Committee. In addition to any other powers set forth in the Plan and
subject to the provisions of the Plan, the Committee shall have the full and final power and
authority, in its discretion:




	 	(a)	 	to determine the persons to whom, and the time or times at
which, Awards shall be granted and the number of shares of Stock or units to be
subject to each Award and the value of a unit;
	 
	 	(b)	 	to determine the type of Award granted and to designate Options
as Incentive Stock Options or Nonstatutory Stock Options;




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	 	(c)	 	to determine the Fair Market Value of shares of Stock or other
property;
	 
	 	(d)	 	to determine the terms, conditions and restrictions applicable
to each Award (which need not be identical) and any shares acquired pursuant
thereto, including, without limitation, (i) the exercise price of any Option,
(ii) the method of payment for shares purchased upon the exercise of any
Option, (iii) the method for satisfaction of any tax withholding obligation
arising in connection with any Award, including by the withholding or delivery
of shares of stock, (iv) the timing, terms and conditions of the exercisability
or vesting of any Award or any shares acquired pursuant thereto, (v) the
Performance Goals applicable to any Award and the extent to which such
Performance Goals have been attained, (vi) the time of the expiration of any
Award, (vii) the effect of the Participant’s termination of Service on any of
the foregoing, and (viii) all other terms, conditions and restrictions
applicable to the Award or shares acquired pursuant thereto not inconsistent
with the terms of the Plan;
	 
	 	(e)	 	to determine whether an Award of Performance Shares or
Performance Units will be settled in shares of Stock, cash, or in any
combination thereof;
	 
	 	(f)	 	to approve one or more forms of Award Agreement;
	 
	 	(g)	 	to amend, modify, extend, cancel or renew any Award or to waive
any restrictions or conditions applicable to any Award or any shares acquired
pursuant thereto;
	 
	 	(h)	 	to accelerate, continue, extend or defer the exercisability or
vesting of any Award or any shares acquired pursuant thereto, including with
respect to the period following a Participant’s termination of Service;
	 
	 	(i)	 	to prescribe, amend or rescind rules, guidelines and policies
relating to the Plan, or to adopt sub-plans or supplements to, or alternative
versions of the Plan, including, without limitation, as the Committee deems
necessary or desirable to comply with the laws or regulations of, or to
accommodate the tax policy, accounting principles or custom of, foreign
jurisdictions whose citizens may be granted Awards; and
	 
	 	(j)	 	to correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award Agreement and to make all other
determinations and take such other actions with respect to the Plan or any
Award as the Committee may deem advisable to the extent not inconsistent with
the provisions of the Plan or applicable law.





     4.6 Option Repricing. Without the affirmative vote of holders of a majority of the shares of
Stock cast in person or by proxy at a meeting of the stockholders of the Company at which a quorum
representing a majority of all outstanding shares of Stock is present or represented by proxy, the
Board shall not approve a program providing for either (a) the



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cancellation of outstanding Options and the grant in substitution therefor of new Options
having a lower exercise price or (b) the amendment of outstanding Options to reduce the exercise
price thereof. This paragraph shall not be construed to apply to “issuing or assuming a stock
option in a transaction to which section 424(a) applies,” within the meaning of Section 424 of the
Code.



SECTION 5. STOCK SUBJECT TO PLAN




     5.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 5.3, the
maximum aggregate number of shares of Stock that may be issued under the Plan shall be four million
two hundred fifty thousand (4,250,000) and shall consist of authorized but unissued or reacquired
shares of Stock not reserved for any other purpose, or any combination thereof.



     5.2 Share Accounting. If an outstanding Award for any reason expires or is terminated or
canceled without having been exercised or settled in full, or if shares of Stock acquired pursuant
to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company at the
Participant’s purchase price, the shares of Stock allocable to the terminated portion of such Award
or such forfeited or repurchased shares of Stock shall again be available for issuance under the
Plan. Shares of Stock shall not be deemed to have been issued pursuant to the Plan (a) with
respect to any portion of an Award that is settled in cash or (b) to the extent such shares are
withheld in satisfaction of tax withholding obligations pursuant to Section 13.2. If the exercise
price of an Option is paid by tender to the Company, or attestation to the ownership, of shares of
Stock owned by the Participant, the number of shares available for issuance under the Plan shall be
reduced by the net number of shares for which the Option is exercised.



     5.3 Adjustment in Capitalization. In the event of any stock dividend, stock split, reverse
stock split, recapitalization, merger, combination, exchange of shares, reclassification or similar
change in the capital structure of the Company, appropriate adjustments shall be made in the number
and class of shares subject to the Plan and to any outstanding Awards, in the Award limits set
forth in Sections 3.3, 3.4 and 3.5, and in the exercise price per share of any outstanding Options.
If a majority of the shares which are of the same class as the shares that are subject to
outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant
to a Change in Control, as defined in Section 11.3) shares of another corporation (the “New
Shares”), the Committee may unilaterally amend the outstanding Awards to provide that such Awards
are for New Shares. In the event of any such amendment, the number of shares subject to
outstanding Awards and the exercise price per share of outstanding Options shall be adjusted in a
fair and equitable manner as determined by the Committee, in its discretion. Notwithstanding the
foregoing, any fractional share resulting from an adjustment pursuant to this Section 5.3 shall be
rounded down to the nearest whole number, and in no event may the exercise price of any Option be
decreased to an amount less than the par value, if any, of the stock subject to the Option. The
adjustments determined by the Committee pursuant to this Section 5.3 shall be final, binding and
conclusive.



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SECTION 6. STOCK OPTIONS




     6.1 Grant of Options. Subject to the provisions of Sections 1.3, 3 and 5, Options may be
granted to Participants at any time and from time to time as shall be determined by the Committee.
Each Option shall be evidenced by an Award Agreement that shall specify the type of Option granted,
the exercise price, the duration of the Option, the number of shares of Stock to which the Option
pertains, and such other provisions as the Committee shall determine. No Option or purported
Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed
Award Agreement. Award Agreements evidencing Options may incorporate all or any of the terms of
the Plan by reference and shall comply with and be subject to the terms and conditions set forth in
Sections 6.2 through 6.6 below.



     6.2 Exercise Price. The exercise price for each Option shall be established in the discretion
of the Committee; provided, however, that (a) the exercise price per share shall be not less than
the Fair Market Value of a share of Stock on the effective date of grant of the Option and (b) no
Incentive Stock Option granted to a Ten Percent Owner shall have an exercise price per share less
than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective
date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock
Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum
exercise price set forth above if such Option is granted pursuant to an assumption or substitution
for another option in a manner qualifying under the provisions of Section 409A of the Code and
Section 424(a) of the Code.



     6.3 Exercise Period. Options shall be exercisable at such time or times, or upon such event
or events, and subject to such terms, conditions, performance criteria and restrictions as shall be
determined by the Committee and set forth in the Award Agreement evidencing such Option; provided,
however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the
effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent
Owner shall be exercisable after the expiration of five (5) years after the effective date of grant
of such Option, and (c) no Option granted to a prospective Employee or prospective Director may
become exercisable prior to the date on which such person commences Service. Subject to the
foregoing, unless otherwise specified by the Committee in the grant of an Option, any Option
granted hereunder shall have a term of ten (10) years from the effective date of grant of the
Option, unless earlier terminated in accordance with its provisions.



     6.4 Payment of Exercise Price. The purchase price of Stock upon exercise of any Option shall
be paid in full by such methods as shall be permitted by the Committee or as provided in a
Participant’s Award Agreement, which need not be the same for all Participants, and subject to the
following:



          (a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the
exercise price for the number of shares of Stock being purchased pursuant to any Option shall be
made (i) in cash, by check, or cash equivalent, (ii) by tender to the Company, or attestation to
the ownership, of shares of Stock owned by the Participant having a Fair Market Value not less than
the exercise price, (iii) by delivery of a properly executed notice of exercise together with
irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of
a sale or loan with respect to some or all of the shares being




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acquired upon the exercise of the Option (including, without limitation, through an exercise
complying with the provisions of Regulation T as promulgated from time to time by the Board of
Governors of the Federal Reserve System) (a “Cashless Exercise”), (iv) by such other consideration
as may be approved by the Committee from time to time to the extent permitted by applicable law, or
(v) by any combination thereof. The Committee may at any time or from time to time grant Options
which do not permit all of the foregoing forms of consideration to be used in payment of the
exercise price or which otherwise restrict one or more forms of consideration. The proceeds from
payment of the Option exercise prices shall be added to the general funds of the Company and shall
be used for general corporate purposes.




          (b) Limitations on Forms of Consideration.




               (i) Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender
to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or
attestation would constitute a violation of the provisions of any law, regulation or agreement
restricting the redemption of the Company’s stock. Unless otherwise provided by the Committee, an
Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of
Stock unless such shares either have been owned by the Participant for more than six (6) months
(and not used for another Option exercise by attestation during such period) or were not acquired,
directly or indirectly, from the Company.



               (ii) Cashless Exercise. The Company reserves, at any and all times, the right, in the
Company’s sole and absolute discretion, to establish, decline to approve or terminate any program
or procedures for the exercise of Options by means of a Cashless Exercise, including with respect
to one or more Participants specified by the Company notwithstanding that such program or
procedures may be available to other Participants.



     6.5 Effect of Termination of Service.



          (a) Option Exercisability. Subject to earlier termination of the Option as otherwise provided
herein and unless otherwise provided by the Committee in the grant of an Option and set forth in
the Award Agreement, an Option shall be exercisable after a Participant’s termination of Service
only during the applicable time period determined in accordance with this Section and thereafter
shall terminate:




               (i) Death or Disability. If the Participant’s Service is terminated by reason of the death or
Disability of the Participant, the Option, to the extent unexercised and exercisable on the date on
which the Participant’s Service terminated, may be exercised by the Participant (or the
Participant’s guardian or legal representative or other person who acquired the right to exercise
the Option by reason of the Participant’s death) at any time prior to the expiration of six (6)
months (or such longer period of time as determined by the Committee, in its discretion) after the
date on which the Participant’s Service terminated, but in any event no later than the date of
expiration of the Option’s term as set forth in the Award Agreement evidencing such Option (the
“Option Expiration Date”). If an Option intended to be an Incentive Stock Option is exercised by a
Participant more than three (3) months following the Participant’s termination of Service by reason
of a Disability which is not a “permanent and total disability” as defined in Section 22(e)(3) of
the Code, such exercise will be treated as the



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exercise of a Nonstatutory Stock Option to the extent required by Section 422 of the Code.
The Participant’s Service shall be deemed to have terminated on account of death if the Participant
dies within three (3) months after the Participant’s termination of Service.



               (ii) Retirement. If the Participant’s Service is terminated by reason of the Retirement of
the Participant, the Option may be exercised at such time (but in any event no later than the
Option Expiration Date) and in such amounts as shall be determined by the Committee at the time of
grant of the Option and set forth in the Award Agreement.



               (iii) Termination for Cause. Notwithstanding any other provision of the Plan to the contrary,
if the Participant’s Service is terminated for Cause, the Option shall terminate and cease to be
exercisable immediately upon such termination of Service.



               (iv) Other Termination of Service. If the Participant’s Service terminates for any reason,
except death, Disability, Retirement or Cause, the Option, to the extent unexercised and
exercisable by the Participant on the date on which the Participant’s Service terminated, may be
exercised by the Participant within thirty (30) days (or such longer period of time as determined
by the Committee, in its discretion) after the date on which the Participant’s Service terminated,
but in any event no later than the Option Expiration Date.



          (b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing, other than
termination of Service for Cause, if the exercise of an Option within the applicable time periods
set forth in Section 6.5(a) is prevented by the provisions of Section 12.1 below regarding
compliance with securities laws, the Option shall remain exercisable until thirty (30) days after
the date the Participant is notified by the Company that the Option is exercisable, but in any
event no later than the Option Expiration Date.




          (c) Extension if Participant Subject to Section 16(b). Notwithstanding the foregoing, other
than termination of Service for Cause, if a sale within the applicable time periods set forth in
Section 6.5(a) of shares acquired upon the exercise of the Option would subject the Participant to
suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the
earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by
the Participant would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th)
day after the Participant’s termination of Service, or (iii) the Option Expiration Date.




     6.6 Transferability of Options. During the lifetime of the Participant, an Option shall be
exercisable only by the Participant or the Participant’s guardian or legal representative. No
Option shall be assignable or transferable by the Participant, except by will or by the laws of
descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee,
in its discretion, and set forth in the Award Agreement evidencing such Option, a Nonstatutory
Stock Option shall be assignable or transferable subject to the applicable limitations, if any,
described in the General Instructions to Form S-8 Registration Statement under the Securities Act.



12









 





SECTION 7. RESTRICTED STOCK




     7.1 Grant of Restricted Stock. Subject to the provisions of Sections 1.3, 3, 5 and 10, Awards
of Restricted Stock may be granted to Participants at any time and from time to time as shall be
determined by the Committee, including, without limitation, upon the attainment of one or more
Performance Goals as described in Section 9.4. If either the grant of Restricted Stock or the
lapsing of the Restriction Period is to be contingent upon the attainment of one or more
Performance Goals, the Committee shall follow procedures substantially equivalent to those set
forth in Sections 9.3 through 9.5. Each grant of Restricted Stock shall be evidenced by an Award
Agreement that shall specify the number of shares of Stock subject to and the other terms,
conditions and restrictions of such Award as the Committee shall determine. No Restricted Stock
Award or purported Restricted Stock Award shall be a valid and binding obligation of the Company
unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Restricted Stock
Awards may incorporate all or any of the terms of the Plan by reference and, except as otherwise
set forth in Section 10 with respect to a Nonemployee Director Restricted Stock Award, shall comply
with and be subject to the terms and conditions set forth in Sections 7.2 through 7.6 below.



     7.2 Purchase Price. No monetary payment (other than applicable tax withholding) shall be
required as a condition of receiving shares of Restricted Stock, the consideration for which shall
be services actually rendered to a Participating Company or for its benefit. Notwithstanding the
foregoing, the Participant shall furnish consideration in the form of cash or past services
rendered to a Participating Company or for its benefit having a value not less than the par value
of the shares of Stock subject to such Restricted Stock Award.



     7.3 Vesting and Restrictions on Transfer. Shares issued pursuant to any Restricted Stock
Award may or may not be made subject to Vesting Conditions based upon the satisfaction of such
Service requirements, conditions, restrictions or performance criteria, including, without
limitation, Performance Goals as described in Section 9.4, as shall be established by the Committee
and set forth in the Award Agreement evidencing such Award. During any Restriction Period in which
shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such
shares may not be sold, exchanged, transferred, pledged, assigned or otherwise alienated or
hypothecated, other than pursuant to an Ownership Change Event, as defined in Section 14.1. Upon
request by the Company, each Participant shall execute any agreement evidencing such transfer
restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the
Company any and all certificates representing shares of Stock acquired hereunder for the placement
on such certificates of appropriate legends evidencing any such transfer restrictions. All rights
with respect to Restricted Stock granted to a Participant hereunder shall be exercisable during his
or her lifetime only by such Participant.



     7.4 Other Restrictions. The Committee may impose such other restrictions on any shares of
Restricted Stock granted hereunder as it may deem advisable, including, without limitation,
restrictions under applicable Federal securities law and under any blue sky or state securities
laws applicable to such shares, and may legend the certificates representing the Restricted Stock
to give appropriate notice of such restrictions.



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     7.5 Voting Rights; Dividends and Distributions. Except as provided in this Section, Section
7.4 and any Award Agreement, during the Restriction Period applicable to shares subject to a
Restricted Stock Award, the Participant shall have all of the rights of a stockholder of the
Company holding shares of Stock, including the right to vote such shares and to receive all
dividends and other distributions paid with respect to such shares. However, in the event of a
dividend or distribution paid in shares of Stock or any other adjustment made upon a change in the
capital structure of the Company as described in Section 5.3, then any and all new, substituted or
additional securities or other property (other than normal cash dividends) to which the Participant
is entitled by reason of the Participant’s Restricted Stock Award shall be immediately subject to
the same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to
which such dividends or distributions were paid or adjustments were made.



     7.6 Effect of Termination of Service. Unless otherwise provided by the Committee in the grant
of a Restricted Stock Award and set forth in the Award Agreement, the effect of a Participant’s
termination of Service on his or her Restricted Stock Award shall be as follows:



          (a) Death or Disability. If the Participant’s Service is terminated by reason of the death or
Disability of the Participant during the Restriction Period, the restrictions applicable to the
shares of Restricted Stock pursuant to Section 7.3 shall terminate automatically with respect to
all such shares.




          (b) Other Termination of Service. If the Participant’s Service terminates during the
Restriction Period for any reason except death or Disability, any shares of Restricted Stock still
subject to restrictions pursuant to Section 7.3 at the date of such termination shall be forfeited
and automatically reacquired by the Company; provided, however, that, in the event of an
involuntary termination of the Participant’s Service, the Committee, in its sole discretion, may
waive the automatic forfeiture of any or all such shares and/or add such new restrictions to such
shares of Restricted Stock as it deems appropriate.




SECTION 8. RESTRICTED STOCK UNITS




     8.1 Grant of Restricted Stock Units. Subject to the provisions of Sections 1.3, 3 and 5,
Awards of Restricted Stock Units may be granted to Participants at any time and from time to time
as shall be determined by the Committee, including, without limitation, upon the attainment of one
or more Performance Goals as described in Section 9.4. If either the grant of a Restricted Stock
Unit Award or the Vesting Conditions with respect to such Award is to be contingent upon the
attainment of one or more Performance Goals, the Committee shall follow procedures substantially
equivalent to those set forth in Sections 9.3 through 9.5. Restricted Stock Unit Awards shall be
evidenced by Award Agreements specifying the number of Restricted Stock Units subject to the Award,
in such form as the Committee shall from time to time establish. No Restricted Stock Unit Award or
purported Restricted Stock Unit Award shall be a valid and binding obligation of the Company unless
evidenced by a fully executed Award Agreement. Award Agreements evidencing Restricted Stock Units
may incorporate all or any of the terms of the Plan by reference and shall comply with and be
subject to the terms and conditions set forth in Sections 8.2 through 8.7 below.



14









 





     8.2 Purchase Price. No monetary payment (other than applicable tax withholding, if any) shall
be required as a condition of receiving a Restricted Stock Unit Award, the consideration for which
shall be services actually rendered to a Participating Company or for its benefit.



     8.3 Vesting. Restricted Stock Units may or may not be made subject to Vesting Conditions
based upon the satisfaction of such Service requirements, conditions, restrictions or performance
criteria, including, without limitation, Performance Goals as described in Section 9.4, as shall be
established by the Committee and set forth in the Award Agreement evidencing such Award.



     8.4 Voting, Dividend Equivalent Rights and Distributions. Participants shall have no voting
rights with respect to shares of Stock represented by Restricted Stock Units until the date of the
issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a
duly authorized transfer agent of the Company). However, the Committee, in its discretion, may
provide in a Participant’s Award Agreement that the Participant shall be entitled to receive
Dividend Equivalents with respect to the payment of cash dividends on Stock having a record date
prior to date on which Restricted Stock Units held by such Participants are settled. Such Dividend
Equivalents, if any, shall be paid by crediting the Participant with additional whole Restricted
Stock Units as of the date of payment of such cash dividends on Stock. The number of additional
Restricted Stock Units (rounded to the nearest whole number) to be so credited shall be determined
by dividing (a) the amount of cash dividends paid on such date with respect to the number of shares
of Stock represented by the Restricted Stock Units previously credited to the Participant by (b)
the Fair Market Value per share of Stock on such date. Such additional Restricted Stock Units
shall be subject to the same terms and conditions and shall be settled in the same manner and at
the same time (or within forty-five (45) days thereafter) as the Restricted Stock Units originally
subject to the Restricted Stock Unit Award. In the event of a dividend or distribution paid in
shares of Stock or any other adjustment made upon a change in the capital structure of the Company
as described in Section 5.3, appropriate adjustments shall be made in the Participant’s Restricted
Stock Unit Award so that it represents the right to receive upon settlement any and all new,
substituted or additional securities or other property (other than normal cash dividends) to which
the Participant would entitled by reason of the shares of Stock issuable upon settlement of the
Award, and all such new, substituted or additional securities or other property shall be
immediately subject to the same Vesting Conditions as are applicable to the Award.



     8.5 Effect of Termination of Service. Unless otherwise provided by the Committee in the grant
of a Restricted Stock Unit Award and set forth in the Award Agreement, if a Participant’s Service
terminates for any reason, whether voluntary or involuntary (including the Participant’s death or
disability), then the Participant shall forfeit to the Company any Restricted Stock Units pursuant
to the Award which remain subject to Vesting Conditions as of the date of the Participant’s
termination of Service.



     8.6 Settlement of Awards. The Company shall issue to a Participant on the date on which
Restricted Stock Units subject to the Participant’s Restricted Stock Unit Award vest or on such
other date determined by the Committee, in its discretion, and set forth in the Award Agreement one
(1) share of Stock (and/or any other new, substituted or additional securities or



15









 







other property pursuant to an adjustment described in Section 8.4) for each Restricted Stock
Unit then becoming vested or otherwise to be settled on such date, subject to the withholding of
applicable taxes. Notwithstanding the foregoing, if permitted by the Committee and set forth in
the Award Agreement, the Participant may elect in accordance with terms specified in the Award
Agreement to defer receipt of all or any portion of the shares of Stock or other property otherwise
issuable to the Participant pursuant to this Section. Any deferral election made pursuant to the
terms of this Section 8.6 shall be made by giving notice in a manner and within the time prescribed
by the Company and in compliance with Section 409A of the Code.



     8.7 Nontransferability of Restricted Stock Unit Awards. Prior to the issuance of shares of
Stock in settlement of a Restricted Stock Unit Award, the Award shall not be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or garnishment by
creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the
laws of descent and distribution.



SECTION 9. PERFORMANCE SHARES AND PERFORMANCE UNITS




     9.1 Grant of Performance Shares or Performance Units. Subject to the provisions of Sections
1.3, 3 and 5, the Committee, at any time and from time to time, may grant Awards of Performance
Shares or Performance Units to such Participants and in such amounts as it shall determine. Each
grant of a Performance Share or Performance Unit Award shall be evidenced by an Award Agreement
that shall specify the number of Performance Shares or Performance Units subject thereto, the value
of each Performance Share or Performance Unit, the Performance Goals and Performance Period
applicable to the Award, and the other terms, conditions and restrictions of the Award as the
Committee shall determine. No Performance Share or Performance Unit Award or purported Award shall
be a valid and binding obligation of the Company unless evidenced by a fully executed Award
Agreement. Award Agreements evidencing Performance Share or Performance Unit Awards may
incorporate all or any of the terms of the Plan by reference and shall comply with and be subject
to the terms and conditions set forth in Sections 9.2 through 9.10 below.



     9.2 Value of Performance Shares and Performance Units. Unless otherwise provided by the
Committee in granting an Award, each Performance Share shall have an initial value equal to the
Fair Market Value of one (1) share of Stock, subject to adjustment as provided in Section 5.3, on
the effective date of grant of the Performance Share, and each Performance Unit shall have an
initial value of one hundred dollars ($100). The final payable to the Participant in settlement of
a Performance Share or Performance Unit will depend on the extent to which Performance Goals
established by the Committee are attained within the applicable Performance Period established by
the Committee.



     9.3 Establishment of Performance Goals and Performance Period. The Committee, in its
discretion, shall establish in writing the Performance Period and Performance Goal(s) applicable to
each Performance Share or Performance Unit Award. Unless otherwise permitted in compliance with
the requirements under Section 162(m) with respect to “performance-based compensation,” the
Committee shall establish the Performance Goal(s) applicable to each Award no later than the
earlier of (a) the date ninety (90) days after the



16









 







commencement of the applicable Performance Period or (b) the date on which 25% of the
Performance Period has elapsed, and, in any event, at a time when the outcome of the Performance
Goals remains substantially uncertain. Such Performance Goal(s), when measured at the end of the
Performance Period, shall determine the ultimate value of the Award to be paid to the Participant.
Once established, the Performance Goals shall not be changed during the Performance Period. The
Company shall notify each Participant granted a Performance Share or Performance Unit Award of the
terms of such Award, including the Performance Period and applicable Performance Goal(s).



     9.4 Measurement of Performance Goals. Performance Goals shall be established by the Committee
on the basis of targets to be attained (“Performance Targets”) with respect one or more measures of
business or financial performance (each, a “Performance Measure”). Performance Measures shall have
the same meanings as used in the Company’s financial statements, or if such terms are not used in
the Company’s financial statements, they shall have the meaning applied pursuant to generally
accepted accounting principles, or as used generally in the Company’s industry. Performance
Targets may include a minimum, maximum, target level and intermediate levels of performance, with
the ultimate value of a Performance Share or Performance Unit Award determined by the level
attained during the applicable Performance Period. A Performance Target may be stated as an
absolute value or as a value determined relative to a standard selected by the Committee.
Performance Measures shall be calculated with respect to the Company and each Subsidiary
Corporation consolidated therewith for financial reporting purposes or such division or other
business unit thereof as may be selected by the Committee. For purposes of the Plan, the
Performance Measures applicable to an Award shall be calculated in accordance with generally
accepted accounting principles, but prior to the accrual or payment of any Performance Share or
Performance Unit Award for the same Performance Period and excluding the effect (whether positive
or negative) of any change in accounting standards or any extraordinary, unusual or nonrecurring
item, as determined by the Committee, occurring after the establishment of the Performance Goals
applicable to the Award. Performance Measures may be one or more of the following as determined by
the Committee: (a) revenue, (b) operating income, (c) pre-tax profit, (d) net income, (e) gross
margin, (f) operating margin, (g) earnings per share, (h) return on stockholder equity, (i) return
on capital, (j) return on net assets, (k) economic value added and (l) cash flow.



     9.5 Determination of Value of Performance Shares and Performance Units. As soon as
practicable following the completion of the Performance Period for each Performance Share and
Performance Unit Award, the Committee shall certify in writing the extent to which the applicable
Performance Goals have been attained and the resulting final value of the Award earned by the
Participant and to be paid upon its settlement in accordance with the terms of the Award Agreement.
The Committee shall have no discretion to increase the value of an Award payable upon its
settlement in excess of the amount called for by the terms of the Award Agreement on the basis of
the degree of attainment of the Performance Goals as certified by the Committee. However,
notwithstanding the attainment of any Performance Goal, if permitted under a Participant’s Award
Agreement evidencing a Performance Share or Performance Unit Award, the Committee shall have the
discretion, on the basis of such criteria as may be established by the Committee, to reduce some or
all of the value of an Award that would otherwise be paid upon its settlement. No such reduction
may result in an increase in the amount payable upon settlement of another Participant’s Award. As
soon as practicable following the



17









 







Committee’s certification, the Company shall notify the Participant of the determination of
the Committee.



     9.6 Dividend Equivalents. The Committee may, in its discretion, provide that any Performance
Share shall include a right to Dividend Equivalents with respect to cash dividends paid on Stock
for which the record date is prior to the date on which the Performance Share is settled or
forfeited. Dividend Equivalents may be paid currently or may be accumulated and paid to the extent
that Performance Shares become nonforfeitable, as determined by the Committee and set forth in the
Award Agreement. Settlement of Dividend Equivalents may be in cash, shares of Stock, or a
combination thereof as determined by the Committee, and may be paid on the same basis as settlement
of the related Performance Share as provided in Section 9.7. Dividend Equivalents shall not be
paid with respect to Performance Units.



     9.7 Form and Timing of Payment. Payment of the ultimate value of a Performance Share or
Performance Unit Award earned by a Participant as determined following the completion of the
applicable Performance Period pursuant to Sections 9.5 and 9.6 may be made in cash, shares of
Stock, or a combination thereof as determined by the Committee. Payments in shares of Stock shall
be determined by the Fair Market Value of a share of Stock on the last day of such Performance
Period. Payment may be made in a lump sum or installments as prescribed by the Committee and set
forth in the Award Agreement. If any payment is to be made on a deferred basis, the Committee may,
but shall not be obligated to, provide for the payment of Dividend Equivalents or interest during
the deferral period. Any payment made on a deferred basis shall be made in a manner and within the
time prescribed by the Committee and in compliance with Section 409A of the Code.



     9.8 Restrictions Applicable to Payment in Shares. Shares of Stock issued in payment of any
Performance Share or Performance Unit Award may be fully vested and freely transferable shares or
may be shares of Restricted Stock subject to Vesting Conditions as provided in Section 7.3. Any
such shares of Restricted Stock shall be evidenced by an Award Agreement and shall be subject to
the terms and conditions set forth in Sections 7.3 through 7.6 above.



     9.9 Effect of Termination of Service. Unless otherwise provided by the Committee in the grant
of a Performance Share or Performance Unit Award and set forth in the Award Agreement, the effect
of a Participant’s termination of Service on his or her Performance Share or Performance Unit Award
shall be as follows:



          (a) Death, Disability or Retirement. If the Participant’s Service is terminated by reason of
the death, Disability or Retirement of the Participant while he or she is the holder of a
Performance Share or Performance Unit Award but before the completion of the applicable Performance
Period, the value of the Participant’s Award shall be determined by the extent to which the
applicable Performance Goals have been attained with respect to the entire Performance Period and
shall be prorated based on the number of months of the Participant’s Service during the Performance
Period. Payment shall be made following the end of the Performance Period in any manner permitted
by Section 9.7.




18









 








          (b) Other Termination of Service. If the Participant’s Service terminates for any reason
except death, Disability or Retirement before the completion of the Performance Period applicable
to a Performance Share or Performance Unit Award held by such Participant, such Award shall be
forfeited in its entirety; provided, however, that in the event of an involuntary termination of
the Participant’s Service, the Committee, in its sole discretion, may waive the automatic
forfeiture of all or any portion of any such Award and provide for payment of such Award or portion
thereof on the same basis as if the Participant’s Service had terminated by reason of Retirement.




     9.10 Nontransferability. Prior to settlement in accordance with the provisions of the Plan,
no Performance Share or Performance Unit may be subject in any manner to anticipation, alienation,
sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the
Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and
distribution. All rights with respect to a Performance Share or Performance Unit Award granted to
a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or
the Participant’s guardian or legal representative.



SECTION 10. NONEMPLOYEE DIRECTOR RESTRICTED STOCK AWARDS




     10.1 Effective Date and Duration of this Section.



          (a) Effective Date. This Section 10 shall become effective on January 1, 2008 (the “Section
10 Effective Date”). Grants of Restricted Stock Awards to Nonemployee Directors pursuant to this
Section 10 will be automatic and will be made in accordance with the provisions of this Section 10.




          (b) Duration. This Section 10 shall continue in effect for the remainder of the calendar year
commencing on the Section 10 Effective Date and for each subsequent calendar year commencing during
the term (as provided in Section 1.3) of the Plan. Subject to compliance with applicable law as
provided in Section 12, all Nonemployee Director Restricted Stock Awards granted prior to
termination of the Plan shall continue to be governed by the terms of the Plan and the Award
Agreement evidencing such Nonemployee Director Restricted Stock Award.




     10.2 Initial Restricted Stock Award. Each person who first becomes a Nonemployee Director on
or after the Section 10 Effective Date automatically will be granted, on the date he or she is
first appointed or elected to the Board, 1,000 shares of Restricted Stock multiplied by a fraction
the numerator of which is the number of months (including partial months) that the Nonemployee
Director serves as a Director during the period beginning on July 1 preceding the date the
Nonemployee Director first becomes a Nonemployee Director and ending on the next June 30, and the
denominator of which is 12. Notwithstanding the foregoing, if the person who first becomes a
Nonemployee Director becomes the “presiding director” of the Board, then the Nonemployee Director
will granted 1,150 shares of Restricted Stock multiplied by the fraction described in the foregoing
sentence.



     10.3 Subsequent Restricted Stock Award. Each Nonemployee Director, who is not the “presiding
director” of the Board, automatically will be granted 1,000 shares of Restricted



19









 







Stock on each July 1. The “presiding director” of the Board automatically will be granted
1,150 shares of Restricted on each July 1.



     10.4 Terms of Nonemployee Director Restricted Stock Awards. Except as set forth below, the
terms of each Nonemployee Director Restricted Stock granted pursuant to this Section 10 will be as
set forth in Section 7.



          (a) Vesting and Restrictions on Transfer. Shares issued pursuant to any Nonemployee Director
Restricted Stock Award shall vest in full at the end of the Director’s term in which the Award is
granted as set forth in the Award Agreement evidencing such Award. During any Restriction Period
in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions,
such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise alienated or
hypothecated, other than pursuant to an Ownership Change Event, as defined in Section 14.1. Upon
request by the Company, each Nonemployee Director shall execute any agreement evidencing such
transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present
to the Company any and all certificates representing shares of Stock acquired hereunder for the
placement on such certificates of appropriate legends evidencing any such transfer restrictions.
All rights with respect to Restricted Stock granted to a Nonemployee Director hereunder shall be
exercisable during his or her lifetime only by such Nonemployee Director.




          (b) Voting Rights; Dividends and Distributions. Except as provided in this Section, during
the Restriction Period applicable to shares subject to a Restricted Stock Award, the Nonemployee
Director shall have all of the rights of a stockholder of the Company holding shares of Stock,
including the right to vote such shares and to receive all dividends and other distributions paid
with respect to such shares. However, in the event of a dividend or distribution paid in shares of
Stock or any other adjustment made upon a change in the capital structure of the Company as
described in Section 5.3, then any and all new, substituted or additional securities or other
property (other than normal cash dividends) to which the Nonemployee Director is entitled by reason
of the Nonemployee Director’s Restricted Stock Award shall be immediately subject to the same
Vesting Conditions as the shares subject to the Nonemployee Director Restricted Stock Award with
respect to which such dividends or distributions were paid or adjustments were made.




          (c) Effect of Termination of Service. The effect of a Nonemployee Director’s termination of
Service on his or her Restricted Stock Award shall be as follows:




               (i) Retirement, Death or Disability. If the Nonemployee Director’s Service is terminated by
reason of the Retirement, death or Disability of the Nonemployee Director’s during the Restriction
Period, the restrictions applicable to the shares of Restricted Stock pursuant to Section 10.4(a)
shall terminate automatically with respect to all such shares and such shares shall be 100% vested.



               (ii) Other Termination of Service. If the Nonemployee Director’s Service terminates during
the Restriction Period for any reason except Retirement, death or Disability, any shares of
Restricted Stock still subject to restrictions pursuant to Section 10.4(a) at the date of such
termination shall be forfeited and automatically reacquired by the Company;



20









 




provided, however, that, in the event of an involuntary termination of the Nonemployee
Director’s Service, the Board, in its sole discretion, may waive the automatic forfeiture of any or
all such shares and/or add such new restrictions to such shares of Restricted Stock as it deems
appropriate.




SECTION 11. CHANGE IN CONTROL




     11.1 Effect of Change in Control. In the event of a Change in Control of the Company as
defined in Section 11.3 below, the surviving, continuing, successor, or purchasing corporation or
parent corporation thereof, as the case may be (the “Acquiring Corporation”), shall either assume
all outstanding Awards or substitute new Awards having an equivalent value for such outstanding
Awards. In the event the Acquiring Corporation elects not to assume or substitute for such
outstanding Awards, and provided that the Participant’s Service has not terminated prior to the
effective date of the Change in Control (unless, with respect to Performance Shares or Performance
Units, the Participant’s Service terminated by reason of the death, Disability or Retirement of the
Participant), all unexercisable, unvested or unpaid portions of such outstanding Awards shall
become immediately exercisable and vested in full immediately prior to the effective date of the
Change in Control and immediately payable, as applicable, within ten (10) days following the
effective date of the Change in Control. For purposes of the preceding sentence, the value of
Performance Shares and Performance Units shall be determined and paid based upon the greater of (i)
the extent to which the applicable Performance Goals have been attained during the Performance
Period up to the effective date of the Change in Control or (ii) the pre-established 100% of target
level with respect to each Performance Target comprising the applicable Performance Goals.


Any Options which are neither assumed or substituted for by the Acquiring Corporation nor exercised
as of the date of the Change in Control shall terminate as of the effective date of the Change in
Control.




     11.2 Termination of Service After a Change in Control. The Committee may, in its discretion,
provide in any Award Agreement that if the Participant’s Service is terminated within twelve (12)
months (or such other period specified by the Committee) following a Change in Control by reason of
(a) the involuntary termination by the Participating Company Group of the Participant’s Service for
any reason other than “Cause” (as such term is defined in the Award Agreement) or the Participant’s
death or Disability, or (b) the Participant’s resignation for “Good Reason” (as such term is
defined in the Award Agreement) from all capacities in which the Participant is then rendering
Service to the Participating Company Group, then (i) the exercisability, vesting and payment of the
outstanding Award held by such Participant shall be accelerated effective as of the date on which
the Participant’s Service terminated to such extent, if any, as shall have been specified by the
Committee and set forth in the Award Agreement, and (ii) the outstanding Option held by such
Participant, to the extent unexercised and exercisable on the date on which the Participant’s
Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal
representative) at any time prior to the expiration of six (6) months (or such other period of time
specified by the Committee) after the date on which the Participant’s Service terminated, but in
any event no later than the Option Expiration Date.



21









 





     11.3 Definition. A “Change in Control” means the effective date of any one of the following
events but only to the extent that such change in control transaction is a change in the ownership
or effective control the Company or a change in the ownership of a substantial portion of the
assets of the Company as defined in the regulations promulgated under Section 409A of the Code:



          (a) an acquisition, consolidation, or merger of the Company with or into any other corporation
or corporations, unless the stockholders of the Company retain, directly or indirectly, at least a
majority of the beneficial interest in the voting stock of the surviving or acquiring corporation
or corporations; or




          (b) the sale, exchange, or transfer of all or substantially all of the assets of the Company
to a transferee other than a corporation or partnership controlled by the Company or the
stockholders of the Company; or




          (c) a transaction or series of related transactions in which stock of the Company representing
more than thirty percent (30%) of the outstanding voting power of the Company is sold, exchanged,
or transferred to any single person or affiliated persons leading to a change of a majority of the
members of the Board.



The Board shall have final authority to determine, in accordance with Section 409A of the Code,
whether multiple transactions are related and the exact date on which a Change in Control has been
deemed to have occurred under subsections (a), (b), and (c) above.




SECTION 12. REQUIREMENTS OF LAW




     12.1 Compliance with Securities Law. The granting of Awards and the issuance of shares of
Stock pursuant to any Award shall be subject to compliance with all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies, securities exchanges or market
systems as may be required. In addition, no Option may be exercised unless (a) a registration
statement under the Securities Act shall at the time of exercise of the Option be in effect with
respect to the shares issuable upon exercise of the Option or (b) in the opinion of legal counsel
to the Company, the shares issuable upon exercise of the Option may be issued in accordance with
the terms of an applicable exemption from the registration requirements of the Securities Act. The
inability of the Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any
shares hereunder shall relieve the Company of any liability in respect of the failure to issue or
sell such shares as to which such requisite authority shall not have been obtained. As a condition
to the issuance of any Stock, the Company may require the Participant to satisfy any qualifications
that may be necessary or appropriate, to evidence compliance with any applicable law or regulation
and to make any representation or warranty with respect thereto as may be requested by the Company.



     12.2 Governing Law. The Plan, and all agreements hereunder, shall be construed in accordance
with and governed by the laws of the State of California.



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SECTION 13. TAX WITHHOLDING




     13.1 Tax Withholding In General. The Company shall have the power to withhold, or require a
Participant to remit to the Company, an amount sufficient to satisfy the Federal, state, local and
foreign tax withholding obligations, if any, of any Participating Company with respect to any
Award. The Company shall have no obligation to deliver shares of Stock or make any payment of cash
under the Plan until such tax withholding obligations have been satisfied.



     13.2 Withholding of Shares. The Company shall have the right, but not the obligation, to
deduct from the shares of Stock issuable to a Participant upon the exercise or settlement of an
Award, or to accept from the Participant the tender of a number of whole shares of Stock having a
Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding
obligations of the Participating Company Group. The Fair Market Value of any shares of Stock
withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount
determined by the applicable minimum statutory withholding rates.



SECTION 14. AMENDMENT AND TERMINATION OF PLAN




     14.1 Amendment and Termination of Plan. The Committee at any time may terminate, and from
time to time, may amend, the Plan; provided, however, that no such amendment may be made without
approval of the stockholders of the Company to the extent that the Committee deems such stockholder
approval to be necessary or advisable for compliance with applicable tax and securities laws or
other regulatory requirements, including the requirements of any stock exchange or market system on
which the Stock is then listed.



     14.2 Effect of Amendment or Termination. No termination or amendment of the Plan shall affect
any then outstanding Award unless expressly provided by the Committee. In any event, no
termination or amendment of the Plan shall in any manner adversely affect any Award theretofore
granted under the Plan, without the consent of the Participant, unless such termination or
amendment is necessary to comply with any applicable law, regulation or rule.



SECTION 15. MISCELLANEOUS PROVISIONS




     15.1 Beneficiary Designation. Each Participant may name, from time to time, any beneficiary
or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan
is to be paid in case of such Participant’s death before he or she receives any or all of such
benefit. Each designation will revoke all prior designations by the same Participant, shall be in
a form prescribed by the Company, and will be effective only when filed by the Participant in
writing with the Company during the Participant’s lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant’s death shall be paid to his or her
spouse, or if none, the Participant’s children in equal shares, or if none, the Participant’s
estate.



     15.2 Rights as an Employee or Director. No individual, even though eligible pursuant to
Section 3, shall have a right to be selected as a Participant, or, having been so selected, to be
selected again as a Participant. Nothing in the Plan or any Award granted under



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the Plan shall confer on any Participant a right to remain an Employee or Director, or
interfere with or limit in any way the right of a Participating Company to terminate the
Participant’s Service at any time.



     15.3 Rights as a Stockholder. A Participant shall have no rights as a stockholder with
respect to any shares covered by an Award until the date of the issuance of a certificate for such
shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company). No adjustment shall be made for dividends, distributions or other
rights for which the record date is prior to the date such certificate is issued, except as
provided in Section 5.3 or another provision of the Plan.



     15.4 Provision of Information. Each Participant shall be given access to information
concerning the Company equivalent to that information generally made available to the Company’s
common stockholders.



     15.5 Unfunded Obligation. Any amounts payable to Participants pursuant to the Plan shall be
unfunded obligations for all purposes, including, without limitation, Title I of the Employee
Retirement Income Security Act of 1974. No Participating Company shall be required to segregate
any monies from its general funds, or to create any trusts, or establish any special accounts with
respect to such obligations. The Company shall retain at all times beneficial ownership of any
investments, including trust investments, which the Company may make to fulfill its payment
obligations hereunder. Any investments or the creation or maintenance of any trust or any
Participant account shall not create or constitute a trust or fiduciary relationship between the
Committee or any Participating Company and a Participant, or otherwise create any vested or
beneficial interest in any Participant or the Participant’s creditors in any assets of any
Participating Company. The Participants shall have no claim against any Participating Company for
any changes in the value of any assets which may be invested or reinvested by the Company with
respect to the Plan.



     15.6 Indemnification. In addition to such other rights of indemnification as they may have as
members of the Committee or officers or employees of the Participating Company Group, members of
the Committee and any officers or employees of the Participating Company Group to whom authority to
act for the Committee or the Company is delegated shall be indemnified by the Company against all
reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection
with the defense of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or failure to act under or
in connection with the Plan, or any right granted hereunder, and against all amounts paid by them
in settlement thereof (provided such settlement is approved by independent legal counsel selected
by the Company) or paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in
duties; provided, however, that within sixty (60) days after the institution of such action, suit
or proceeding, such person shall offer to the Company, in writing, the opportunity at its own
expense to handle and defend the same.



     IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets
forth the Granite Construction Incorporated Amended and Restated 1999 Equity



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Incentive Plan as duly adopted by the Board on January 22, 2008 to be effective as of January
1, 2008.



	 	 	 	 	 
	 	GRANITE CONSTRUCTION INCORPORATED

 	 
	 	/s/ William E. Barton
 	 
	 	William E. Barton 	 
	 	Chief Financial Officer 	 
	 




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