Delaware | 1-12911 | 77-0239383 | ||
(State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) | ||
incorporation) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| The Nonemployee Director Option Program is amended to provide that all options be granted with an exercise price equal to 100% of the average closing price of our common stock on the ten trading days preceding the date of grant. | ||
| The formula for calculating the number of shares subject to the directors options is amended. Beginning with the first grant in 2006, a director electing to receive an Option Payment shall be granted an option for a number of shares of common stock determined by dividing the value of the deferred directors fees by an amount equal to 25% of the average closing price on the ten trading days preceding the date of grant and having an exercise price per share equal to 100% of such average closing price. | ||
| Directors who elect to receive Stock Units or previously elected to receive Stock Units shall be given the opportunity to elect a distribution of up to four equal annual installments, in addition to the lump sum distribution option now available. An election to receive payment of the Stock Units in a lump sum or installment payments shall be irrevocable for the Stock Units granted in the calendar year following the year the distribution election is made. | ||
| Directors who participate in the Stock Unit Program and who elect an Early Settlement Date thereunder, will be able to elect a new Early Settlement Date only if the election is made at least twelve months in advance of the originally scheduled Early Settlement Date and the new Early Settlement Date is at least five years later than the originally scheduled Early Settlement Date. | ||
| The Compensation Committees ability to amend, modify, extend, cancel or renew outstanding stock awards or to accelerate, continue, extend or defer the exercisability or vesting of outstanding stock awards is curtailed to the extent necessary to meet the requirements of Internal Revenue Code Section 409A. | ||
| To the extent that any employee-participant under the plan is permitted to defer the settlement date of a stock award, such deferral shall comply with all of the requirements of Internal Revenue Code Section 409A. | ||
| The plan currently provides that certain stock awards become immediately vested and payable in the event of a Change in Control. Internal Revenue Code Section 409A requires that the payment date be specified in the plan document. The plan is amended to require all payments be made within ten days of the effective date of the Change in Control. |
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| The definition of Change in Control is amended to comply with the definition of Change in Control set forth in Internal Revenue Code Section 409A and proposed regulations promulgated thereunder. |
Exhibit Number |
Exhibit Title | |
3.2
|
Amended Bylaws of Granite Construction Incorporated effective March 23, 2006. | |
10.1
|
Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan (as amended effective January 1, 2005). |
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GRANITE CONSTRUCTION INCORPORATED | ||||||
Date: March 27, 2006
|
By: | /s/ William E. Barton | ||||
Senior Vice President and | ||||||
Chief Financial Officer |
Exhibit | ||
Number | Document | |
3.2
|
Amended Bylaws of Granite Construction Incorporated effective March 23, 2006. | |
10.1
|
Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan (as amended effective January 1, 2005). |
4