ex10_1.htm


    Exhibit
10.1

    AMENDMENT
NUMBER ONE TO THE

    GRANITE
CONSTRUCTION INCORPORATED

    AMENDED
AND RESTATED

    1999
EQUITY INCENTIVE PLAN

     

    The Granite Construction Incorporated
Amended and Restated 1999 Equity Incentive Plan (the “Plan”) is hereby amended
as follows:

     

    1.           Section
3.3(d) of the Plan is hereby replaced in its entirety as follows:

     

    (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) in cash and 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.

     

    2.           Section
9.4 of the Plan is hereby replaced in its entirety as follows:

     

    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, (l) cash flow and operating cash flow, (m)
net operating profits after taxes, (n) net asset value, (o) cost of capital and
weighted average cost of capita, (p) economic profit, (q) return on assets, (r)
earnings before income tax and depreciation (EBITDA), (s) earnings before income
tax (EBIT), (t) return on equity, (u) operating income and adjusted operating
income, (v) gross income, (w) return on invested capital, (x) overhead, (y) net
operating assets, and (z) safety incident rate (including total injury incident
rate, OSHA recordable injury rate and lost time injury rate).

     

    3.           All
other provisions of the Plan shall remain in full force and effect.

     

    To record the adoption of this
Amendment Number One, Granite Construction Incorporated has caused the execution
of the same by its duly authorized officer.

     

    Dated:  May
19,
2008                                                                          GRANITE
CONSTRUCTION INCORPORATED

    


    


     /s/ William G.
Dorey                           
                    
                                                                

    William G. Dorey

    President & CEO