Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 30, 2022, the Board of Directors (the "Board") of Granite Construction
Incorporated (the "Company") adopted the Granite Construction Incorporated
Annual Incentive Plan (the "Plan"). The Plan is a cash-based incentive program
which is intended to attract and retain employees as well as align the interests
of employees with shareholders by motivating and rewarding them for achieving
short-term performance results that are key to the successful operation of the
Company.
The Compensation Committee of the Board (the "Committee") is responsible for
administering the Plan and, will (1) designate employees to be participants
under the Plan, (2) establish individual target award opportunities for
participants and (3) establish performance goals upon achievement of which the
individual awards will be based. The Committee may also delegate some of its
responsibilities under the Plan to the Company's Chief Executive Officer.
At the beginning of each fiscal year, the Committee will establish one or more
individual target award opportunities for each participant in the Plan. An
individual target award opportunity can be based on a percentage of a
participant's base salary or a fixed dollar amount. The Committee will establish
performance goals, which may include financial and non-financial objectives,
applicable to target awards from the criteria set forth in the Plan, including,
revenue, earnings per share, net operating profits, net of taxes, earnings
before interest and tax (EBIT), net operating assets, net income and adjusted
net income, return on stockholder equity, net asset value, return on equity,
general and administrative costs, gross margin / gross profit margin, return on
capital, cost of capital and weighted average cost of capital, operating income
and adjusted operating income, safety incident rate (including total injury
incident rate, OSHA recordable injury rate and lost time injury rate, days away,
restricted or transferred), operating margin, return on net assets, economic
profit, gross profit, total shareholder return, selling, general and
administrative expense (SG&A), economic value added, return on assets, return on
invested capital, backlog, cash flow and operating cash flow, earnings before
income tax, depreciation and amortization (EBITDA), and overhead. The
performance goals may include threshold levels of performance below which no
actual award will be paid, levels of performance at which specified percentages
of the target award will be paid and may also include a maximum level of
performance above which no additional actual award amount will be paid. The
Committee shall have sole discretion to (1) review and approve the measurement
of performance results against performance goals, as adjusted to reflect any
allowable adjustments in the method of calculation permitted under the Plan and
(2) determine the amount of a participant's actual award for any fiscal year, as
adjusted to reflect such Company and individual performance and any adjustments
in the Committee's sole discretion (including any increases or decreases). Each
award under the Plan will be paid in cash in a single lump sum within
two-and-one-half months following the end of the applicable plan year unless the
participant has elected to defer the award pursuant to the Company's
Non-Qualified Deferred Compensation Program. Under the Plan, participants must
generally be employed on the date of payment in order to receive their award,
unless the participant incurs a termination of service by reason of the death,
disability or retirement (each as defined in the Plan) before the payment date,
in which case the participant shall be entitled to receive payment of a prorated
award at the same time awards are paid to other participants.
The foregoing summary of the terms of the Plan does not purport to be complete
and is qualified in its entirety by reference to the terms of the Plan, which is
attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Granite Construction Incorporated Annual Incentive Plan adopted by
the Board of Directors on March 30, 2022
10.2 Form of Annual Incentive Plan Participation Agreement
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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