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)




                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses