Item 5.02. Departure of directors or certain managers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.

At March 30, 2022the Board of Directors (the “Board”) of Granite Construction Incorporated (the “Company”) has adopted the Granite Construction Incorporated Annual Incentive Plan (the “Plan”). The plan is a cash incentive program that aims to attract and retain employees and to align the interests of employees with those of shareholders by motivating and rewarding them for achieving short-term performance results. which are essential to the proper functioning of the Company.

The Compensation Committee of the Board of Directors (the “Committee”) is responsible for the administration of the Plan and will (1) designate employees as Plan participants, (2) establish individual target allocation opportunities for participants and (3) establish performance goals upon the achievement of which individual rewards will be based. The Committee may also delegate some of its responsibilities under the Plan to the Chief Executive Officer of the Corporation.

At the beginning of each fiscal year, the Committee will establish one or more individual target award opportunities for each Plan Participant. An individual target reward opportunity can be based on a percentage of a participant’s base salary or a fixed dollar amount. The Committee will establish performance objectives, which may include financial and non-financial objectives, applicable to target awards based on criteria set out in the plan, including revenue, earnings per share, net operating income, net taxes, earnings before interest and tax (EBIT), net operating assets, net income and adjusted net income, return on equity, value of net assets, return on equity, general and administrative expenses, gross margin/gross profit margin, return on capital, cost of capital and average cost of capital weighting, operating profit and adjusted operating profit, safety incident rate (including total injury accident rate, OSHA recordable injury rate and lost time injury rate, lost days, restricted or transferred days), operating margin, return on net assets, economic profit, gross profit, total shareholder return, selling, general and administrative (SG&A) expenses, economic value added, return on assets, return on invested capital, order backlog, cash flow and operating cash flow, profit before tax on income, depreciation and amortization (EBITDA) and general expenses. Performance objectives may include performance threshold levels below which no actual award will be paid, performance levels at which specified percentages of the target award will be paid, and may also include a maximum performance level above which no additional actual award amount will be paid. The Committee shall have full discretion to (1) review and approve the measurement of performance results against performance objectives, as adjusted to reflect any permitted 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 corporate and individual performance and any adjustments at the sole discretion of the Committee (including any increase or decrease). Each award under the plan will be paid out in cash in a single lump sum within two and a half months of the end of the applicable plan year, unless the participant has elected to defer the award in accordance with the compensation deferred unqualified company. Program. Under the plan, participants must generally be employed on the date of payment in order to receive their award, unless the participant experiences a termination of service due to death, disability or retirement (each as defined in the plan) before the payment date. , in which case the participant will be entitled to receive payment of a bonus on a pro rata basis at the same time as the bonuses are paid to the other participants.

The above 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 Schedule 10.1 hereto and is incorporated herein by reference.

Section 9.01. Financial statements and supporting documents.

(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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