Exhibit 10.1
GRANITE CONSTRUCTION INCORPORATED
KEY MANAGEMENT DEFERRED COMPENSATION PLAN
Amendment No. 2
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WHEREAS, Granite Construction Incorporated (the "Company") maintains the
Granite Construction Incorporated Key Management Deferred Compensation Plan (the
"Plan") for the benefit of its eligible employees;
WHEREAS, the Company desires to modify the definition of "Compensation" to
conform to changes made by the Economic Growth and Tax Relief Reconciliation Act
of 2001; and
WHEREAS, the Company desires to clarify the provisions related to
Discretionary Contributions, and to modify certain other provisions.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 2(e) is restated, effective as of January 1, 2002, to read as
follows:
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(e) "Compensation" means "compensation" (as defined in the Company's
tax-qualified retirement plans) in excess of $200,000 (as indexed under
section 401(a)(17) of the Code) but not in excess of $300,000 (as indexed
from time to time by the Committee).
2. Section 5 is restated, effective as of January 1, 2003, to read as
follows:
5. Additions To Accounts.
(a) Participant Compensation Deferrals. Each Participant may
annually elect to defer the receipt of a whole percentage (up to 15% or
such other percentage as may be determined by the Company's board of
directors) of his or her Compensation.
(b) Additional Deferrals. Under rules established by the Committee,
each Participant may elect to defer an additional portion of the
Participant's compensation equal to the full amount of the quarterly cash
dividends that are paid to the Participant under Section 13(a) of the
Granite Construction Employee Stock Ownership Plan. Each Participant may
also elect to defer an additional portion of the Participant's
compensation equal to the amount payable to the Participant under the
Company's "cafeteria plan" under Section 125 of the Code. In addition,
each Participant may elect to defer an additional portion of the
Participant's compensation equal to the amount of up to 85% of the
Participant's cash bonus (in 5% increments) payable under the Granite
Construction Profit Sharing Cash Bonus Plan.
(c) Company Matching Contributions. The Company will annually credit
each Participant's Account with an amount equal to a percentage of the
Compensation deferred by the Participant under Sections 5(a) or (b), which
percentage will equal the matching contribution percentage determined
under the Granite Construction Profit Sharing and 401(k) Plan for such
Plan Year.
(d) Discretionary Contributions. For each Plan Year in which a
Participant elects to defer a portion of his or her compensation in
accordance with Sections 5(a), the Company will credit each Participant's
Account with an amount equal to a percentage of the Participant's
Compensation that is equal to the total discretionary contribution
percentage determined by the Company's board of directors for the Granite
Construction Profit Sharing and 401(k) Plan and the Granite Construction
Employee Stock Ownership Plan with respect to the Plan Year for which such
Compensation was deferred.
(e) Hypothetical Investment Experience. For each Plan Year, the
balance of each Participant's Account will be credited quarterly with
hypothetical earnings equal to one-quarter of the sum of the 30-day
average of the Lehman Brothers long term bond
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index (as published in the Wall Street Journal) determined as of the
December 1 of the prior Plan Year, plus 100 basis points, or as determined
by the Committee.
3. Section 7(d) is restated, effective as of January 1, 2003, to read as
follows:
(d) Special Rule for "For Cause" Terminations. If a Participant is
terminated "for cause" (as such term is defined in section 6.5(iii) of the
Granite Construction Incorporated 1999 Equity Incentive Plan), and the
Participant forfeits all amounts other than his or her own Compensation
deferrals, then notwithstanding Sections 6, 7(a) or 7(c), distribution of
the vested portion of such Participant's Account will be made in a lump
sum cash payment as soon as practicable following his or her termination
of Company employment.
To record the adoption of this Amendment No. 2 to the Plan, the Company
has caused it to be executed this Monday, March 24, 2003.
GRANITE CONSTRUCTION
INCORPORATED
By /s/ William G. Dorey
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William G. Dorey, President
By /s/ Michael Futch
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Michael Futch, Secretary
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