ex10_1.htm


    
      Exhibit
10.1

       

       

       

      GRANITE
CONSTRUCTION INCORPORATED

       

      KEY
MANAGEMENT DEFERRED COMPENSATION PLAN II

       

      Amendment
No. 1

       

       

      Section
10(a) of the Granite Construction Incorporated Key Management Deferred
Compensation Plan II, as amended and restated on November 20, 2007 (the “Plan”)
authorizes amendments to the Plan by action of the Company’s Board of
Directors.  Accordingly, the Plan is hereby amended, effective January
1, 2009, as follows:

       

      1.           Section
2(n) is amended to read as follows:

       

      
        	
                 
      

              	
                “(n)  ‘Participant’
      means each employee and non-employee director of the Company who is
      designated as such from time to time by the
  Committee.”

              


      

       

      2.           Section
2(s) is amended to read as follows:

       

      
        	
                 
      

              	
                “(s)  ‘Retirement’
      means an employee-Participant’s Separation from Service at or after (i)
      age 55 with ten years of service or (ii) age 65 with five years of
      service.  Retirement means a non-employee director-Participant’s
      service as a member of the Company’s Board of Directors ends at any
      time.”

              


      

       

      3.           Section
3 is amended to read as follows:

       

      
        	
                 
      

              	
                “3.

              	
                Eligibility
      to Participate.  The Committee will, from time to time,
      designate Company employees to be Participants.  Each
      employee-Participant selected by the Committee must belong to a select
      group of management and highly compensated employees of the Company. In
      addition, non-employee directors of the Company will become Participants
      upon notification of eligibility from the
      Committee.  Non-employee directors are not eligible for
      In-Service Distributions described in Section 7(c) or the survivor benefit
      under Section 8.”

              


      

       

      4.           Section
5(e) is amended to read as follows:

       

      
        	
                 
      

              	
                “(e)

              	
                Deemed
      Investments.  For each Plan Year, the balance of each
      Participant’s Account (except that portion of the Account consisting of
      deferred Performance Unit awards) will be credited with earnings based
      upon the Participant’s investment allocation among a menu of investment
      options selected in advance by the Company in its sole
      discretion.

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Investment
      options will be determined by the Company. The Company, in its sole
      discretion, shall be permitted to add or remove investment options from
      the Plan menu from time to time, provided that any such additions or
      removals of investment options shall not be effective with respect to any
      period prior to the effective date of such
  change.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                A
      Participant’s investment allocation constitutes a deemed, not actual,
      investment among the investment options comprising the investment menu. At
      no time shall a Participant have any real or beneficial ownership in any
      investment option included in the investment menu, nor shall the Company
      or any trustee acting on its behalf have any obligation to purchase actual
      securities as a result of a Participant’s investment allocation. A
      Participant’s investment allocation shall be used solely for purposes of
      adjusting the value of a Participant’s
Account.

              


      

       

      
        A
Participant shall specify an investment allocation for his Account, or
components thereof, in accordance with procedures established by the
Company.  Allocation among the investment options must be designated
in increments of 1%. The Participant’s investment allocation will become
effective in accordance with procedures established by the Company.

         

        A
Participant may change an investment allocation, both with respect to future
credits to the Plan and with respect to existing Accounts, and such changes
shall become effective, in accordance with procedures adopted by the
Company.

         

      

      
        	
                 
      

              	
                (iii)

              	
                If
      the Participant fails to make an investment allocation with respect to an
      Account, such Account shall be invested in an investment option, the
      primary objective of which is the preservation of capital, as determined
      by the Company in its sole
discretion.”

              


      

       

      5.           A
new Section 5(f) is added to the Plan as follows:

       

      
        	
                 
      

              	
                “(f)

              	
                Non-Employee
      Director Deferrals.  Each Participant who is a
      non-employee director may annually elect to defer the receipt of a whole
      percentage (up to 100% or such other percentage as may be determined by
      the Board) of his or her annual retainer and meeting
      fees.”

              


      

       

      
        	
                6.

              	
                A
      new Section 8 is added to the Plan with subsequent sections renumbered
      accordingly, to read as follows:

              


      

       

      
        	
                 
      

              	
                “8.

              	
                Survivor
      Benefit.  In addition to any other benefit provided under
      the Plan, the Beneficiary of an employee-Participant who dies prior to
      Separation from Service will be entitled to receive a payment equal to the
      Participant’s annualized salary in the year of death. Such payment will be
      made in a single lump sum within ninety days of the employee-Participant’s
      death.”

              


      

       

      Except as
amended hereby, the terms of the Plan remain in full force and
effect.

       

      IN
WITNESS WHEREOF, this Amendment is executed this 6th day of
August, 2008.

       

       

       

      GRANITE CONSTRUCTION
INCORPORATED

       

       

       

       

       

                 /s/
William G. Dorey

       

      William G.
Dorey

       

      President &
CEO

       

       

       

       

       

                 /s/
Michael Futch

       

      Michael
Futch

       

      Vice President, General
Counsel & Secretary