-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ij7a8yQzW+t60MGFdywZ4rZWq+9zAqaJVIP0SKVv2HNK1FPqjQoy3P3GJ6erE18/ OchqsvkmtlXpsaGejZFG5A== 0001185114-10-000002.txt : 20101202 0001185114-10-000002.hdr.sgml : 20101202 20101202183121 ACCESSION NUMBER: 0001185114-10-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101130 FILED AS OF DATE: 20101202 DATE AS OF CHANGE: 20101202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WATTS DAVID HENDERSON CENTRAL INDEX KEY: 0001185114 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12911 FILM NUMBER: 101229427 MAIL ADDRESS: STREET 1: PO BOX 50085 CITY: WATSONVILLE STATE: CA ZIP: 95077-5085 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GRANITE CONSTRUCTION INC CENTRAL INDEX KEY: 0000861459 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 770239383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 585 WEST BEACH ST CITY: WATSONVILLE STATE: CA ZIP: 95076 BUSINESS PHONE: 8317241011 MAIL ADDRESS: STREET 1: 585 WEST BEACH ST CITY: WATSONVILLE STATE: CA ZIP: 95076 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2010-11-30 0000861459 GRANITE CONSTRUCTION INC GVA 0001185114 WATTS DAVID HENDERSON 585 WEST BEACH STREET WATSONVILLE CA 95076 1 0 0 0 Common Stock 2010-07-15 5 A 0 23.8478 23.58 A 11161.0627 D Common Stock 2010-10-15 5 A 0 24.865 22.74 A 11185.9277 D Common Stock 2010-11-30 5 A 0 6184 25.37 A 17369.9277 D Common Stock 2010-11-30 4 F 0 1546 25.37 D 15823.9277 D Common Stock 223 I by ESOP Performance Units [Right to Receive] 0 2010-07-15 5 A 0 304.9757 0 A Common Stock 304.9757 55341.3595 D Performance Units (Right to Receive] 0 2010-10-15 5 A 0 314.8147 0 A Common Stock 314.8147 55656.1742 D Performance Units (Right to Receive) 0 2010-11-30 4 D 0 6184 0 D Common Stock 6184 49472.1742 D Dividends on stock units granted pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan. Includes 4,349.4727 stock units and dividend shares on stock units. Includes 4,374.3377 stock units and dividend shares on stock units. This distribution represents the second of 10 installments of performance-based compensation and accrued dividends. The deferred performance-based compensation is paid in shares of common stock issued under the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan. Shares accrue dividends, payable upon distribution of shares of common stock. Mr. Watts elected to receive the shares annually in 10 equal installments. Shares surrendered for taxes upon stock distribution. Previously reported. Dividends on performance-based compensation. Each performance right represents a right to receive one share of common stock. The performance rights vested upon acquisition; however, because Mr. Watts chose to defer payment, the stock became payable upon retirement. No expiration date. Terry K. Eller, Attorney-in-Fact, for David H. Watts 2010-12-02 EX-24 2 sep01_10wattspoa.htm LIMITED POWER OF ATTORNEY FOR SECTION 16(A) REPORTING
LIMITED POWER OF ATTORNEY

FOR SECTION 16(a) REPORTING





 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and

appoints Terry K. Eller, James H. Roberts and Laurel J. Krzeminski, and each of them, as the undersigned's true

and lawful attorney-in-fact (the "Attorney-in Fact"), with full power of substitution and re-substitution, each with the

power to act alone for the undersigned and in the undersigned's name, place and stead, in any and all capacities

to:



 1. prepare, execute and file with the Securities and Exchange Commission, any national securities

exchange or securities quotation system and Granite Construction Incorporated (the "Company") any and all

reports (including any amendment thereto) of the undersigned required or considered advisable under Section

16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations thereunder, with

respect to the equity securities of the Company, including Forms 3, 4 and 5; and



 2. obtain, as the undersigned's representative and on the undersigned's behalf, information

regarding transactions in the Company's equity securities from any third party, including the Company and any

brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any

such third party to release any such information to the Attorney-in-Fact.



 The undersigned acknowledges that:



 1. this Limited Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act at his or

her discretion on information provided to such Attorney-in-Fact without independent verification of such information;



 2. any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned

pursuant to this Limited Power of Attorney will be in such form and will contain such information as the Attorney-in-

Fact, in his or her discretion, deems necessary or desirable;



 3. neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's

responsibility to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for

any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under

Section 16(b) of the Exchange Act; and



 4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance

with the undersigned's obligations under Section 16 of the Exchange Act, including, without, limitation, the reporting

requirements under Section 16(a) of the Exchange Act.



 The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each

and every act and thing requisite, necessary or convenient to be done in connection with the foregoing, as fully, to

all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that

the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this

Limited Power of Attorney.



 This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer

required to file Forms 4 or 5 with respect to the undersigned's transactions in equity securities of the Company,

unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.



 This Limited Power of Attorney shall be governed and construed in accordance the laws of the State of

California without regard to conflict-of-law principles.



 IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of September

1, 2010.









Signature: /s/ David H. Watts

     David H. Watts

Shared/PJBDocs/Off&Dir/New//Sec16 Ltd POA 08 May 19.doc

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