0000861459-11-000014 Sample Contracts

GRANITE CONSTRUCTION INCORPORATED NONEMPLOYEE DIRECTOR OPTION AGREEMENT (Amended April 7, 2006)
Nonemployee Director Option Agreement • February 24th, 2011 • Granite Construction Inc • Heavy construction other than bldg const - contractors • California

Granite Construction Incorporated has granted to the individual (the “Optionee”) named in the Notice of Grant of Nonemployee Director Option (the “Notice”) to which this Nonemployee Director Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Notice and this Option Agreement. The Option has been granted pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan (the “Plan”), as amended to the Date of Option Grant. By signing the Notice, the Optionee: (a) represents that the Optionee has read and is familiar with the terms and conditions of the Notice and this Option Agreement, including the Effect of Termination of Service set forth in Section 7, (b) accepts the Option subject to all of the terms and conditions of the Notice and this Option Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of

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GRANITE CONSTRUCTION INCORPORATED RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • February 24th, 2011 • Granite Construction Inc • Heavy construction other than bldg const - contractors • California

Granite Construction Incorporated has granted to the Participant named in the Notice of Grant of Restricted Stock Unit (the “Notice”) which together with this Restricted Stock Units Agreement (the “Agreement”) has been delivered electronically to Participant, an Award consisting of common stock equivalents subject to the terms and conditions set forth in the Notice and this Agreement. The Award has been granted pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant. By accepting the Award, the Participant: (a) represents that the Participant has read and is familiar with the terms and conditions of the Notice and this Agreement, (b) accepts the Award subject to all of the terms and conditions of the Notice and this Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Notice or this Agreement, and (d)

GRANITE CONSTRUCTION INCORPORATED RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 24th, 2011 • Granite Construction Inc • Heavy construction other than bldg const - contractors • California

Granite Construction Incorporated has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Notice”), which together with this Restricted Stock Agreement (the “Agreement”) has been delivered electronically to Participant, an Award consisting of Shares subject to the terms and conditions set forth in the Notice and this Agreement. The Award has been granted pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan (the “Plan”), as amended to the Grant Date. By accepting the Award, the Participant: (a) represents that the Participant has read and is familiar with the terms and conditions of the Notice and this Agreement, (b) accepts the Award subject to all of the terms and conditions of the Notice and this Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Notice or this Agreement, and (d) acknowledges receipt of a copy

GRANITE CONSTRUCTION INCORPORATED RESTRICTED STOCK UNITS AGREEMENT (2010)
Restricted Stock Units Agreement • February 24th, 2011 • Granite Construction Inc • Heavy construction other than bldg const - contractors • California

Granite Construction Incorporated has granted to the Participant named in the Notice of Grant of Restricted Stock Unit (the “Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of common stock equivalents subject to the terms and conditions set forth in the Notice and this Agreement. The Award has been granted pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant. By signing the Notice, the Participant: (a) represents that the Participant has read and is familiar with the terms and conditions of the Notice and this Agreement, (b) accepts the Award subject to all of the terms and conditions of the Notice and this Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Notice or this Agreement, and (d) acknowledges receipt of a copy of the Notice and t

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