Granite Construction Incorporated Sample Contracts

GRANITE CONSTRUCTION INCORPORATED NONEMPLOYEE DIRECTOR OPTION AGREEMENT (Amended April 7, 2006)
Granite Construction Incorporated • 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 LONG TERM INCENTIVE PLAN
Granite Construction Incorporated • March 30th, 2020 • Granite Construction Inc • Heavy construction other than bldg const - contractors • California

The Compensation Committee of the Board of Directors of Granite Construction Incorporated (the "Compensation Committee") has selected you for participation in the Granite Construction Incorporated Long Term Incentive Plan (the "LTIP"). Under the terms of the LTIP (a copy of which is attached as Exhibit A to this Agreement) you may earn a bonus payable in restricted stock units upon the achievement of certain performance targets as determined by the Compensation Committee and described in Exhibit B to this Agreement. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the LTIP.

Second Amendment Dated as of October 11, 2012 to Note Purchase Agreement Dated as of May 1, 2001
Granite Construction Incorporated • October 17th, 2012 • Granite Construction Inc • Heavy construction other than bldg const - contractors

This Second Amendment dated as of October 11, 2012 (the or this “Second Amendment”) to that certain Note Purchase Agreement dated as of May 1, 2001 is between Granite Construction Incorporated, a Delaware corporation (the “Company”), and each of the institutional investors listed on the signature pages hereto (collectively, the “Noteholders”).

AMENDMENT TO
Granite Construction Incorporated • May 9th, 2013 • Granite Construction Inc • Heavy construction other than bldg const - contractors

This Amendment to the Granite Construction Incorporated Executive Retention and Severance Plan II (the “Plan”) is effective March 15, 2013.

GRANITE CONSTRUCTION INCORPORATED ANNUAL INCENTIVE PLAN [Year] PARTICIPATION AGREEMENT
Granite Construction Incorporated • April 1st, 2022 • Granite Construction Inc • Heavy construction other than bldg const - contractors • California

The Compensation Committee of the Board of Directors of Granite Construction Incorporated (the "Compensation Committee") has selected you for participation in the Granite Construction Incorporated Annual Incentive Plan (the “AIP”). Under the terms of the AIP (a copy of which is attached as Exhibit A to this Agreement) you may earn a cash bonus upon the achievement of certain performance targets as determined by the Compensation Committee and described in Exhibit B to this Agreement. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the AIP.

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