TRC Companies, Inc. Key Person Bonus Plan (1999–2005, as Amended January 25, 2002)

Contract Categories: Human Resources › Bonus & Incentive Agreements
Summary

TRC Companies, Inc. established a Key Person Bonus Plan for select employees in Categories 1, 2, and 3, covering fiscal years 1999 through 2005. The plan sets out how annual bonuses are determined based on the company's earnings per share, with specific formulas for allocating the bonus pool among participants. Bonuses are only paid if certain earnings growth targets are met, and the plan includes provisions for adjustments in the event of mergers, acquisitions, or significant changes in company structure. The Compensation Committee may amend the plan at any time.

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EX-10.2-2 3 a2090283zex-10_22.txt EXHIBIT 10.2.2 Exhibit 10.2.2 TRC Key Person Bonus Plan for Fiscal Years 1999-2005 as amended on January 25, 2002 38 TRC COMPANIES, INC. KEY PERSON BONUS PLAN FISCAL YEARS 1999-2005 TERM Seven (7) years from FY 1999 through FY 2005 PARTICIPANTS Members of Categories 1, 2 and 3 of the Key Person Group
Earnings Per Share* After Taxes If Bonuses % of Earnings Before Were Not Allocated Taxes and Bonus BONUS POOL UNDER THIS PLAN ALLOCATED TO BONUSES --------------- -------------------- $ 0.00 0% 0.13 2% 0.27 4% 0.40 6% 0.53 8% 0.67 10% 0.80 12% 0.93 14% 1.07 14.6% 1.20 14.6% 1.33 or greater 14.6%
Earnings Per Share After Taxes If Bonuses Were BONUS POOL SPLIT Not Allocated BETWEEN CATEGORIES UNDER THIS PLAN CATEGORY 1 CATEGORY 2 CATEGORY 3 --------------- ---------- ---------- ---------- $ 0.00 0% 50% 50% 0.13 0% 53% 47% 0.27 10% 47% 43% 0.40 16% 44% 40% 0.53 22% 42% 36% 0.67 28% 39% 33% 0.80 35% 36% 29% 0.93 41% 33% 26% 1.07 47% 31% 22% 1.20 53% 28% 19% 1.33 or greater 60% 25% 15%
*All references to earnings per share for purposes of computing the annual bonus amount shall mean earnings per share on a diluted basis. Reflects the effect of the 3 for 2 stock split in February 2002. Subject to further adjustment in the event of future stock splits or recapitalization. 39 BONUS POOL SPLIT The Bonus Pool allocated to the three categories shall be split between the WITHIN CATEGORIES members of the Category based upon their individual performance as determined by the Chief Executive Officer and approved by the Compensation Committee. LIMITATION (a) There will be no Bonus Pool for any Fiscal Year unless the earnings per share (before bonuses under this Plan) are at least: 110% of earnings per share (before bonuses) for the prior Fiscal Year; or 130% of the earnings per share (before bonuses) for the second preceding year; whichever is less. If the payment of the Bonus Pool in any Fiscal Year would reduce earnings per share to less than the 110% or 130% of the prior or second preceding Fiscal Year (the controlling year), the Bonus Pool shall be reduced in the amount necessary to result in earnings per share of 110% or 130% for the controlling year. (b) Where earnings growth in any fiscal year from acquisitions in that fiscal year accounts for more than 60% of total earnings growth, that portion of earnings growth from such acquisitions above 60% shall be excluded from the calculation of earnings per share for purposes of calculating the bonus payable hereunder. (c) The Chief Executive Officer with the approval of the Compensation Committee shall have the authority to reduce the Bonus Pool and/or adjust the Bonus Pool Split Between Categories if, in his opinion, the Company's performance against plan so warrants. SURVIVAL The benefits of this Key Person Group Bonus Plan are intended to survive for the full stated term, fiscal years 1999 through 2005. In this regard in the event, prior to the expiration of the full term of this Plan, the Company is merged, acquired, or otherwise enters into a transaction the result of which is that common stock of the Company is no longer outstanding in a fashion which will allow the calculation of earnings per share on a basis consistent with historical practice (a "Transaction"), the Plan shall continue for the remainder of its full term with the Bonus Pool being calculated by using the Bonus Pool for the most recently completed fiscal year prior to the Transaction and projecting it over the remainder of the term based on non-linear regression analysis using quarterly earnings per share data during the Plan from its inception up to the date of the Transaction, subject to the cap of 14.6% of Earnings Before Taxes and Bonus Allocated to Bonuses. Persons subject to Involuntary Termination following a Change of Control (as such terms are defined in the Company's Termination Policy for Members of the TRC Key Person Group) shall remain subject to the Plan for the remainder of the fiscal year in which such Involuntary Termination occurs and receive the same percentage allocation of the bonus pool as such person received in the immediately prior fiscal year. AMENDMENT The Compensation Committee may amend or modify this Plan in any respect at any time or from time to time.
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