Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 31, 2008, Meadow Valley Corporation (the "Company"), entered into an amendment to its Employment Agreements (the "Amended Agreements") with each of Bradley E. Larson, its President and Chief Executive Officer, Kenneth D. Nelson, its Vice President and Chief Administrative Officer, and David D. Doty, its Chief Financial Officer. The Amended Agreements amend each of the following:
(i) Employment Agreement by and between the Company, Meadow Valley Contractors, Inc. ("MVCI") and Mr. Larson, dated November 30, 2007; (ii) Employment Agreement by and between the Company, MVCI and Mr. Nelson, dated November 30, 2007; and
(iii) Employment Agreement by and between the Company and Mr. Doty, dated November 1, 2006. The Amended Agreements were entered into to (i) comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations and other official guidance promulgated thereunder; (ii) provide for separation pay under the Amended Agreements to be paid as a single lump sum; and (iii) include the 409A definition of disability in Section 11 of Messrs. Larson's and Nelson's agreements.

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