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Exhibit
10.1
GRANITE CONSTRUCTION INCORPORATED
KEY MANAGEMENT DEFERRED COMPENSATION PLAN II
Amendment No. 1
Section 10(a) of the Granite Construction
Incorporated Key Management Deferred Compensation Plan II, as
amended and restated on November 20, 2007 (the “Plan”)
authorizes amendments to the Plan by action of the Company’s
Board of Directors. Accordingly, the Plan is hereby
amended, effective January 1, 2009, as follows:
1. Section
2(n) is amended to read as follows:
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“(n) ‘
Participant’ means each employee and non-employee
director of the Company who is designated as such from time to time
by the Committee.”
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2. Section
2(s) is amended to read as follows:
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“(s) ‘
Retirement’ means an employee-Participant’s
Separation from Service at or after (i) age 55 with ten years of
service or (ii) age 65 with five years of
service. Retirement means a non-employee
director-Participant’s service as a member of the
Company’s Board of Directors ends at any time.”
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3. Section
3 is amended to read as follows:
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Eligibility to Participate
. The Committee will, from time to time, designate
Company employees to be Participants. Each
employee-Participant selected by the Committee must belong to a
select group of management and highly compensated employees of the
Company. In addition, non-employee directors of the Company will
become Participants upon notification of eligibility from the
Committee. Non-employee directors are not eligible for
In-Service Distributions described in Section 7(c) or the survivor
benefit under Section 8.”
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4. Section
5(e) is amended to read as follows:
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Deemed Investments . For
each Plan Year, the balance of each Participant’s Account
(except that portion of the Account consisting of deferred
Performance Unit awards) will be credited with earnings based upon
the Participant’s investment allocation among a menu of
investment options select
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