Exhibit 10.1


 


RETIREMENT AGREEMENT


 


This
Retirement Agreement dated and effective as of December 16, 2005 is entered
into by and between TRC Companies, Inc. and its affiliates (“TRC”) on the one
hand and Miro Knezevic (“Knezevic”) on the other hand.


 


In consideration
of the covenants contained herein, the Parties hereto agree as follows:


 


1.               Knezevic will retire from all positions
with TRC effective January 3, 2006. 
Between the date hereof and January 3, 2006, Knezevic will transition
any on-going initiatives in which he is involved.  The Parties anticipate this will involve no
more than a day or two of time.


 


2.                Knezevic shall be paid an amount equal
to his current salary rate from January 3, 2006 through September 8, 2006.  Such amount shall be paid in accordance with
the normal payroll practices of the Company. 
All amounts paid to Knezevic pursuant hereto shall be subject to all
applicable taxes required to be withheld by the Company pursuant to federal,
state or local law.  Knezevic shall be
solely responsible for income taxes imposed on the Employee by reason of any
amounts payable pursuant hereto.


 


3.               TRC will reimburse Knezevic for the cost
of current benefits coverage pursuant to COBRA until September 8, 2006.


 


4.               All options held by Knezevic shall be
deemed fully vested as of January 3, 2006. 
All Series C options held by Knezevic shall survive and be fully
exercisable for and through their original term (“Expiration Date” as noted on
SEC Form 5 signed by Knezevic on August 12, 2005) and all other stock options
held by Knezevic shall not expire until December 31, 2007.  All options held by Knezevic shall not
terminate early by reason of Knezevic’s ceasing to be an employee or any other
reason other than the merger, consolidation, dissolution or liquidation of TRC
as provided in Section 13 of the Stock Option Plan which also provides that
option holders will be given thirty (30) days’ notice of such event, and such
options shall survive for the period specified herein.  Except for restrictions imposed under
applicable securities laws, Knezevic shall not be restricted or prevented from
exercising all options held by him for any reason during the periods specified
herein.


 


5.               Knezevic shall pay the Company in
immediately available funds on or before December 31, 2005 the sum of $36,000
in full settlement of any and all claims by TRC known or unknown related to the
filing of expense reports.


 


6.               Knezevic and his heirs, assigns and
agents release, waive and discharge TRC, its directors, officers, employees, subsidiaries,
and agents from each and every claim, action or right of any sort known or
unknown arising on or before the effective date of this Agreement.


 





















 


a.               The foregoing release includes, but is
not limited to, any claim of discrimination on the basis of race, sex, marital
status, national origin, handicap or disability, age, veteran status, specified
disabled veteran status; any claim of
defamation, business defamation, false or true light, and any other
claim based on a statutory prohibition; any claim arising out of or related to
an express or implied employment contract, any other contract affecting the
terms and conditions of employment, or a covenant of good faith and fair
dealings; any tort claims and any personal gain with respect to any claim
arising under the qui tam provisions of the False Claims Act, 31, U.S.C. 3730
or similar California law.


 


b.              The Knezevic Release excludes, however,
the following: all obligations and covenants of TRC under this Agreement, all
rights, obligations, and claims relating to stock options and stock grants
granted by TRC to Knezevic and all employee benefits, such as pension and 401k
rights and benefits, and rights to receive compensation, including accrued
vacation pay, through December 31, 2005.


 


c.               Knezevic represents that he understands
the foregoing release, that rights and claims under the Age Discrimination and
Employment Act of 1967 are among the rights and claims against TRC which he is
releasing.


 


7.               Knezevic understands and agrees that this release extends
to all claims of every nature, known or unknown, suspected or unsuspected,
past, present and future, attributable to any action or omission to act arising
out of Knezevic’s employment, and
retirement/separation.  This
release extends to the shareholders, officers, directors, employees or agents
of the Employer.  Any and all rights
granted to Knezevic under §1542 of the California Civil Code or any
analogous federal law or regulation in regard to Knezevic’s employment and
retirement are hereby expressly waived.


 


8.               Knezevic waives and releases and promises
never to assert any of those claims that are described in paragraph 6 above,
even if he does not believe that he has any such claims.  TRC waives and releases and promises never to
assert any of those claims that are described in paragraph 5 above, even if it
does not believe that it has any such claims. 
Knezevic and TRC therefore waive any rights they would otherwise have
under California Civil Code §1542 with respect to the releases granted
herein, which states:


 


A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.


 


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9.               TRC agrees to comply with the provisions
of paragraph 3 of the Employment Agreement dated March 21, 1994 by and between
ESI Acquisition Corporation and Knezevic as they relate to a policy of life
insurance with a value of $500,000 and to transfer such policy to Knezevic as
soon as practicable after January 3, 2006. 
Knezevic understands that this will be an event subject to income taxes
payable by him.


 


10.         Knezevic and TRC understand and expressly
agree that this Agreement shall bind and benefit their respective heirs,
partners, successors, employees, owners, stockholders, officers, directors,
attorneys, affiliates, predecessors, representatives and assigns.


 


11.         In any dispute with respect to this Agreement,
the prevailing party shall be entitled to recover reasonable attorneys’ fees
and costs from the other party.


 


12.         The validity, construction and enforceability
of this Agreement shall be governed in all respects by the law of California
applicable to agreements negotiated, executed and performed in California
regardless of whether either of the parties shall now be or hereafter become a
resident of another state or country, except as to any matters which are
required by law to be governed by the laws of another jurisdiction.


 


13.         The parties
hereto agree not to divulge or publicize the terms hereof except as to their
attorney or CPA or staff, as may be necessary to enforce the promises,
covenants and/or understandings contained herein or as required by law.  Knezevic may disclose the terms of this
Agreement, however, to his immediate family members, but shall caution them to
keep the settlement confidential consistent with this paragraph.


 


14.         Each party shall bear its own legal fees
arising out of this matter and waive any claims it may have against the other
for attorneys’ fees, except under the conditions set forth in paragraph 11.


 


15.         Knezevic was exposed to and received
information relating to the confidential affairs of TRC and its clients,
including, but not limited to, technical information, business and marketing
plans, strategies, customer information, other information concerning the
Company’s services and products, promotions development, financing, expansion
plans, business policies and practices, and other forms of information
considered by TRC to be confidential and in the nature of trade secrets.  Knezevic is required to keep this information
confidential and not use it for any purpose other than for the benefit of TRC;
provided, however that the preceding covenants shall not apply to information
that:  (a) is a matter of public
knowledge, (b) is independently developed by a person not a party to this
Agreement without the use, directly or indirectly, of TRC confidential  information, (c) was in my Knezevic’s
possession prior to his employment with TRC unless otherwise conveyed to TRC,
(d) is information of a general nature that could reasonably be acquired  by Knezevic without reference to TRC
confidential information, (e) is obtained by Knezevic from a third party not
subject to any confidentiality obligation to TRC; or (f) is required to be
disclosed by 


 


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law or the order of any court or governmental
agency, or in any litigation or similar proceeding.


 


16.         TRC represents and warrants that Knezevic is
and shall remain covered by its liability insurance policies with respect to
any matters concerning the use by TRC of Knezevic’s contractor licenses in
connection with work performed or services rendered by TRC, and TRC agrees to
indemnify, defend and hold harmless Knezevic and his heirs, successors and
assign from all claims, liabilities, costs, expenses, attorneys fees and
obligations arising out of any work performed or services rendered by TRC or any
of its subsidiaries or affiliates or contractors. TRC will cease using Knezevic
as the “RME” or otherwise use his contractors licenses as soon as practical but
in any event no later than January 31, 2006.


 


17.         This Agreement sets forth the entire agreement
between the parties hereto and fully supersedes any and all prior agreements or
understandings between the parties pertaining to the subject matter
hereof.  Any change or modification of
this Agreement must be in writing and signed by the parties.  Neither Knezevic nor TRC has relied upon any
representation or statement not now set forth in this writing concerning the
terms, conditions, and inducements of this mutual release. TRC warrants and
represents that the undersigned individual signing on behalf of TRC is duly
authorized by TRC to sign on behalf of and to bind TRC with respect to the
provisions of this Agreement, and that this Agreement has been duly and validly
executed and delivered by TRC and constitutes a valid and binding obligation of
TRC enforceable against TRC in accordance with its terms.


 


18.         Knezevic has consulted with a private attorney
prior to executing this Agreement, and has discussed this with an attorney, and
Knezevic has carefully read and fully understands all of the provisions of this
Agreement and is freely and voluntarily entering into this Agreement.


 


19.         Knezevic has been advised by his legal counsel
of the right to consider this Agreement for up to twenty-one (21) days prior to
its execution and voluntarily waives this period, electing with full knowledge
and consent to execute this release at this time.  Knezevic further acknowledges and understands
the right to revoke this Agreement within seven (7) days after its execution
and that, at Knezevic’s election, this Agreement is not effective or
enforceable until the seven (7) day period has expired.


 


20.         This Agreement may be executed in two or more
counterparts each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.  Facsimile signatures shall be effective to
bind the Parties hereto with original signatures exchanged as soon as
reasonably practicable.


 


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IN WITNESS WHEREOF, the parties have set their hands as of the date
first written above.


 


	
   

  	
  TRC COMPANIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/

  	
  Martin H.
  Dodd

  	
   

  
	
   

  	
   

  	
  Martin H.
  Dodd

  
	
   

  	
   

  	
  Senior Vice
  President, General Counsel 

  and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Employee:

  
	
   

  	
   

  
	
   

  	
  /s/

  	
  Miro
  Knezevic

  	
   

  
	
   

  	
   

  	
  Miro
  Knezevic

  



 


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