EX-10.3



 





Exhibit 10.3




SUPPLEMENTAL AGREEMENT NO. 6



This Supplemental Agreement No. 6 dated as of September 14, 2006 is entered into by and between
MICHAEL BAKER CORPORATION, a Pennsylvania corporation (hereinafter referred to as the
“Corporation”) and RICHARD L. SHAW, an individual (hereinafter referred to as the “Executive”).




WITNESSETH:




     WHEREAS, the Corporation and the Executive entered into an Employment Agreement dated April
12, 1988 and subsequently amended the Employment Agreement by Supplemental Agreement No. 1 dated
March 17, 1992, Supplemental Agreement No. 2 dated October 1, 1994, Supplemental Agreement No. 3
dated June 1, 1995, Supplemental Agreement No. 4 dated March 1, 1998, and Supplemental Agreement
No. 5, dated September 7, 1999 (hereinafter collectively the “Agreement”); and



     WHEREAS, pursuant to the Agreement, the Corporation has retained the Executive as a consultant
after the Executive’s retirement; and



     WHEREAS, upon the Corporation’s Chief Executive Officer leaving his employment with the
Corporation and at the request of the Corporation’s Board of Directors, the Executive has
re-assumed the full-time position as Chief Executive Officer of the Corporation effective September
14, 2006 and has agreed to serve in such capacity until a successor is appointed; and



     WHEREAS, the Corporation and the Executive now desire to further amend and supplement the
Agreement in recognition of these recent changes in the Executive’s status;



     NOW THEREFORE, in consideration of the mutual premises contained herein and other good and
valuable consideration, and intending to be legally bound hereby, THE PARTIES AGREE AS FOLLOWS:




	 	1.	 	Effective September 14, 2006, Executive shall re-assume the full-time position
as Chief Executive Officer of the Corporation with such duties and responsibilities as
described in Section 2 of the Agreement, and shall be compensated for his services at
an annual rate of $430,497.60 or such higher rate as the Board of Directors of the
Corporation may from time to time determine, payable in approximately equal bi-weekly
installments.
	 
	 	2.	 	During his service as Chief Executive Officer of the Corporation, Executive
shall be entitled to participate in all plans, programs and receive all benefits which
the Corporation may have in effect for its executive employees.
	 
	 	3.	 	Commencing October 1, 2006 and during the period the Executive serves as
Chief Executive Officer of the Corporation, payments and benefits otherwise
available to Executive during the Consulting Term under Section 5 of the Agreement
shall be suspended, provided that the Corporation shall continue to cover the cost
of the “65 Special” health insurance and coverage for the Executive and his spouse
without interruption. The Consulting Term shall continue to run during this period,
and upon conclusion of Executive’s service as Chief Executive













 






	 	 	 	Officer prior to expiration of the Consulting Term, Executive shall revert to
consultant status and the payments and benefits available under Section 5 shall
recommence for the balance of the Consulting Term.
	 
	 	4.	 	All other terms and conditions of the Agreement shall remain in full force and
effect and are hereby ratified by both parties, and the Agreement is hereby
incorporated by reference as if fully stated herein.




IN WITNESS WHEREOF, the parties have executed this Supplemental Agreement No. 6 as of the day and
year first above written.




	 	 	 	 	 	 
	 	 	MICHAEL BAKER CORPORATION
	ATTEST:	 	(The “Corporation”)
	 
	 	 	 	 
	 
	 	 	 	 
	/s/ Marcia S. Wolk

	 	By:	 	/s/ H. James McKnight
	 

	 	 	 	 
	Marcia S. Wolk

Assistant Secretary

	 	 	 	H. James McKnight

Executive Vice President, General Counsel

& Corporate Secretary
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	WITNESS:	 	RICHARD L. SHAW

(The “Executive”)
	 
	 	 	 	 
	 
	 	 	 	 
	/s/ Silvana Travanti 	 	/s/ Richard L. Shaw