Exhibit








Exhibit 10.1





MANAGEMENT INCENTIVE COMPENSATION PLAN
Effective January 1, 2013






		
	I.
	PURPOSE




To provide an incentive to senior and operations management to achieve corporate performance that is superior to Davey’s peer group of service companies. Performance criteria shall be established, that can be reviewed and adjusted annually, that will reward the company’s stakeholders, but that will not compromise long-term decision-making.


To reward managers who are not directly involved in service-line activities, but who are significantly important to the success of the Company.


Bonuses are paid on or before March 15 of each year.




		
	II.
	PHILOSOPHY




Incentive compensation should comprise approx. 50% of management’s base compensation (i.e. 66%/33%) when the company is performing well. The range, however, should vary from 0% to 100%.




		
	III.
	PARTICIPANTS




Officers, operations GM’s, operations VP’s, all key non service-line managers who are significantly important to the success of the operating groups (approximately 50 people).


Operations GM’s and VP’s will receive one-half of their award from the corporate calculation and one-half of their award from their service-line calculation.


Participants must be active employees at the date the bonus is paid to receive the bonus unless advance approval is granted by senior management.  If a participant is not active on the date the bonus is to be paid their calculated amount will be added back to the total bonus pool for allocation to active participants.






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	IV.
	AWARDS CALCULATION




		
	A.
	Target OP %


Each year, a “Target” OP % and a “Target” OP $ amount (eventually, an OROA % and OROA $ amount) will be recommended by the CEO and the Compensation Committee, and approved by the Board of Directors. The target OP % may or may not be the OP % in the annual plan.
		
	B.
	Award Pool


The actual OP % and OP $ achieved will be compared to the target % and target $. A “Pool” will be established that reflects the sum of the “standard awards” to the participants as follows:
	
			
	OP % & $
	 
	AWARDS

	Below 80% of Target
	 
	-0-

	80% of Target
	 
	50% of Standard Award

	100% of Target
	 
	100% of Standard Award

	120% of Target
	 
	150% of Standard Award

	Above 120% of Target
	 
	150% of Standard Award 
+ 25% of the excess OP $






Straight-line interpolation will be used for OP % levels achieved between 80% - 120% of Target (See attached Exhibit “A”).
For purposes of the calculation, the actual OP can be adjusted for unusual and non-recurring items, subject to approval by the Board of Directors.


		
	C.
	Discretionary Awards


The CEO can request an amount to be used for discretionary awards to the MICP participants and, if approved by the Board of Directors, will be in addition to the award pool.
		
	D.
	Pool Limitation


Regardless of the above calculations, the Pool cannot exceed 15% of the Company’s OP $, unless authorized by the Board of Directors.








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	V.
	PARTICIPANT AWARDS AS A % OF BASE COMPENSATION


    
		
	A.
	Awards based on corporate performance


	
				
	 
	THRESHOLD
     (80%)     
	STANDARD
    (100%)    
	OVER-ACHIEVE
     (120% +)     

	 
	 
	% of Base Compensation
	 

	Group A
	42.5%
	85%
	127.5%

	Group AA
	37.5%
	75%
	112.5%

	Group AAA
	35.0%
	70%
	105.0%

	Group B
	25.0%
	50%
	75.0%

	Group BB
	22.5%
	45%
	67.5%

	Group C
	20.0%
	40%
	60.0%

	Group CC
	17.5%
	35%
	57.5%

	Group D
	15.0%
	30%
	45.0%

	Group DD
	12.5%
	25%
	37.5%






		
	B.
	Awards based on Service-Line performance




Operations participants will derive a portion of their award (approx. 50%) from the corporate calculation (corporate award x .5) and a portion of their award from their service-line award calculation (service-line award x .5). Service-line awards will be calculated in the same manner as described above (i.e. a target OP % will be established for each service-line by the CEO and COO and the service-line’s awards will be calculated from the charts above).  Note, however, that the “25% of the excess OP $” is not applicable for the service-line calculation.


Additionally, service-line awards will be increased by revenue growth that achieves target growth rates set at the beginning of the year (e.g., if the target growth rate is achieved, the award will be increased by the actual growth rate).


In the event that the corporation does not achieve the threshold of 80% of the corporate target, thereby negating any corporate awards, so long as the corporation is profitable, the operations participants can receive an award from their service line calculation.


The total award for an operations participant will be a part of this pool.








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	C.
	Evaluation Adjustment




In 2002 and beyond, the CEO and COO will be evaluated by the Compensation Committee as to achievement of agreed-upon objectives (set at the beginning of the year) and it is contemplated any discretionary incentive award would come from the “formula” and one-half of their incentive award would come from the Committee’s evaluation of achievement of objectives.


In 2003 and beyond, the senior management will be evaluated in a similar manner by the CEO and COO. Objectives will be set and agreed-upon at the beginning of the year, and it is contemplated that up to one-third of their incentive awards would come from the achievement of objectives. Once debugged, a similar methodology should be extended to all the participants, but the ratio of “formula” to objectives should increase from Group A to Group CC (50% formula, 50% objectives .....80% formula, 20% objectives, e.g.)


Until the achievement of objectives methodology is implemented, the CEO, the COO and the respective VP’s will evaluate each of the participants as to their performance and contribution and may adjust their standard awards based on the evaluation. Adjustments would be the exception, not the rule and generally would fall in a range of 80% - 120%.


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MANAGEMENT INCENTIVE COMPENSATION PLAN
	
			
	% of
Target Corp.
OP %
	 
	% of
Bonus
Target

	79%
	 
	0%

	80
	 
	50.0

	81
	 
	52.5

	82
	 
	55.0

	83
	 
	57.5

	84
	 
	60.0

	85
	 
	62.5

	86
	 
	65.0

	87
	 
	67.5

	88
	 
	70.0

	89
	 
	72.5

	90
	 
	75.0

	91
	 
	77.5

	92
	 
	80.0

	93
	 
	82.5

	94
	 
	85.0

	95
	 
	87.5

	96
	 
	90.0

	97
	 
	92.5

	98
	 
	95.0

	99
	 
	97.5

	100
	 
	100.0

	101
	 
	102.5

	102
	 
	105.0

	103
	 
	107.5

	104
	 
	110.0

	105
	 
	112.5

	106
	 
	115.0

	107
	 
	117.5

	108
	 
	120.0

	109
	 
	122.5

	110
	 
	125.0

	111
	 
	127.5

	112
	 
	130.0

	113
	 
	132.5

	114
	 
	135.0

	115
	 
	137.5

	116
	 
	140.0

	117
	 
	142.5

	118
	 
	145.0

	119
	 
	147.5

	120
	 
	150.0






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MANAGEMENT INCENTIVE COMPENSATION PLAN
Award % of Base Compensation
2013


	
																			
	Actual
as a %
"Target"
	 
	A
	 
	AA
	 
	AAA
	 
	B
	 
	BB
	 
	C
	 
	CC
	 
	D
	 
	DD

	80
	 
	42.50
	 
	37.50
	 
	35.00
	 
	25.00
	 
	22.50
	 
	20.00
	 
	17.50
	 
	15.00
	 
	12.50

	81
	 
	44.63
	 
	39.63
	 
	36.75
	 
	26.25
	 
	23.62
	 
	21.00
	 
	18.38
	 
	15.75
	 
	13.13

	82
	 
	46.75
	 
	41.75
	 
	38.50
	 
	27.50
	 
	24.75
	 
	22.00
	 
	19.25
	 
	16.50
	 
	13.75

	83
	 
	48.88
	 
	43.88
	 
	40.25
	 
	28.75
	 
	25.87
	 
	23.00
	 
	20.13
	 
	17.25
	 
	14.38

	84
	 
	51.00
	 
	46.00
	 
	42.00
	 
	30.00
	 
	27.00
	 
	24.00
	 
	21.00
	 
	18.00
	 
	15.00

	85
	 
	53.13
	 
	48.13
	 
	43.75
	 
	31.25
	 
	28.12
	 
	25.00
	 
	21.88
	 
	18.75
	 
	15.63

	86
	 
	55.25
	 
	50.25
	 
	45.50
	 
	32.50
	 
	29.25
	 
	26.00
	 
	22.75
	 
	19.50
	 
	16.25

	87
	 
	57.38
	 
	52.38
	 
	47.25
	 
	33.75
	 
	30.37
	 
	27.00
	 
	23.63
	 
	20.25
	 
	16.88

	88
	 
	59.50
	 
	54.50
	 
	49.00
	 
	35.00
	 
	31.50
	 
	28.00
	 
	24.50
	 
	21.00
	 
	17.50

	89
	 
	61.63
	 
	56.63
	 
	50.75
	 
	36.25
	 
	32.62
	 
	29.00
	 
	25.38
	 
	21.75
	 
	18.13

	90
	 
	63.75
	 
	58.75
	 
	52.50
	 
	37.50
	 
	33.75
	 
	30.00
	 
	26.25
	 
	22.50
	 
	18.75

	91
	 
	65.88
	 
	60.88
	 
	54.25
	 
	38.75
	 
	34.87
	 
	31.00
	 
	27.13
	 
	23.25
	 
	19.38

	92
	 
	68.00
	 
	63.00
	 
	56.00
	 
	40.00
	 
	36.00
	 
	32.00
	 
	28.00
	 
	24.00
	 
	20.00

	93
	 
	70.13
	 
	65.13
	 
	57.75
	 
	41.25
	 
	37.12
	 
	33.00
	 
	28.88
	 
	24.75
	 
	20.63

	94
	 
	72.25
	 
	67.25
	 
	59.50
	 
	42.50
	 
	38.25
	 
	34.00
	 
	29.75
	 
	25.50
	 
	21.25

	95
	 
	74.38
	 
	69.38
	 
	61.25
	 
	43.75
	 
	39.37
	 
	35.00
	 
	30.63
	 
	26.25
	 
	21.88

	96
	 
	76.50
	 
	71.50
	 
	63.00
	 
	45.00
	 
	40.50
	 
	36.00
	 
	31.50
	 
	27.00
	 
	22.50

	97
	 
	78.63
	 
	73.63
	 
	64.75
	 
	46.25
	 
	41.62
	 
	37.00
	 
	32.38
	 
	27.75
	 
	23.13

	98
	 
	80.75
	 
	75.75
	 
	66.50
	 
	47.50
	 
	42.75
	 
	38.00
	 
	33.25
	 
	28.50
	 
	23.75

	99
	 
	82.88
	 
	77.88
	 
	68.25
	 
	48.75
	 
	43.87
	 
	39.00
	 
	34.13
	 
	29.25
	 
	24.38

	100
	 
	85.00
	 
	75.00
	 
	70.00
	 
	50.00
	 
	45.00
	 
	40.00
	 
	35.00
	 
	30.00
	 
	25.00

	101
	 
	87.13
	 
	77.13
	 
	71.75
	 
	51.25
	 
	46.12
	 
	41.00
	 
	35.88
	 
	30.75
	 
	25.63

	102
	 
	89.25
	 
	79.25
	 
	73.50
	 
	52.50
	 
	47.25
	 
	42.00
	 
	36.75
	 
	31.50
	 
	26.25

	103
	 
	91.38
	 
	81.38
	 
	75.25
	 
	53.75
	 
	48.37
	 
	43.00
	 
	37.63
	 
	32.25
	 
	26.88

	104
	 
	93.50
	 
	83.50
	 
	77.00
	 
	55.00
	 
	49.50
	 
	44.00
	 
	38.50
	 
	33.00
	 
	27.50

	105
	 
	95.63
	 
	85.63
	 
	78.75
	 
	56.25
	 
	50.62
	 
	45.00
	 
	39.38
	 
	33.75
	 
	28.13

	106
	 
	97.75
	 
	87.75
	 
	80.50
	 
	57.50
	 
	51.75
	 
	46.00
	 
	40.25
	 
	34.50
	 
	28.75

	107
	 
	99.88
	 
	89.88
	 
	82.25
	 
	58.75
	 
	52.87
	 
	47.00
	 
	41.13
	 
	35.25
	 
	29.38

	108
	 
	102.00
	 
	92.00
	 
	84.00
	 
	60.00
	 
	54.00
	 
	48.00
	 
	42.00
	 
	36.00
	 
	30.00

	109
	 
	104.13
	 
	94.13
	 
	85.75
	 
	61.25
	 
	55.12
	 
	49.00
	 
	42.88
	 
	36.75
	 
	30.63

	110
	 
	106.25
	 
	96.25
	 
	87.50
	 
	62.50
	 
	56.25
	 
	50.00
	 
	43.75
	 
	37.50
	 
	31.25

	111
	 
	108.38
	 
	98.38
	 
	89.25
	 
	63.75
	 
	57.37
	 
	51.00
	 
	44.63
	 
	38.25
	 
	31.88

	112
	 
	110.50
	 
	100.50
	 
	91.00
	 
	65.00
	 
	58.49
	 
	52.00
	 
	45.50
	 
	39.00
	 
	32.50

	113
	 
	112.63
	 
	102.63
	 
	92.75
	 
	66.25
	 
	59.62
	 
	53.00
	 
	46.38
	 
	39.75
	 
	33.13

	114
	 
	114.75
	 
	104.75
	 
	94.50
	 
	67.50
	 
	60.74
	 
	54.00
	 
	47.25
	 
	40.50
	 
	33.75

	115
	 
	116.88
	 
	106.88
	 
	96.25
	 
	68.75
	 
	61.87
	 
	55.00
	 
	48.13
	 
	41.25
	 
	34.38

	116
	 
	119.00
	 
	109.00
	 
	98.00
	 
	70.00
	 
	62.99
	 
	56.00
	 
	49.00
	 
	42.00
	 
	35.00








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