Exhibit 10.3


 


Veritas DGC Inc.


 





 


October 24, 2005


 


Mr. Stephen J. Ludlow


2719 Lakeside Village Drive


Missouri City, Texas 77459


 


Re:                               Amended
and Restated Employment Agreement dated October 22, 2001, by and between
Veritas DGC Inc. and Stephen J. Ludlow, as amended by Amendment No. 1
dated November 14, 2001 (collectively, the “Employment Agreement”)


 


Dear Steve:


 


As we have discussed, the Board of Directors of Veritas DGC Inc. has
deemed it in the best interest of the Company to reduce the number of employee
directors on the board to one.  Owing to
that decision, you have not been nominated for re-election as a director at the
next Annual Stockholders Meeting which is currently scheduled for December 15,
2005.  As a result, effective with the
election of directors to be held at the annual meeting, you will no longer be a
director of the Company nor will you retain the title “vice chairman.”  The Company acknowledges and agrees that the
occurrence of these events would give you the option, should you choose to
exercise it, to terminate your Employment Agreement with Good Reason and
receive the benefits described in Section 6(d) of that
agreement.  (Capitalized terms used in this letter and not
otherwise defined herein will have the meanings given such terms in the
Employment Agreement).


 


I have requested that you remain in our employ beyond the annual
meeting to assist us in an orderly transition of your current duties, primarily
in the area of investor relations, and you have agreed to do so.  We have mutually agreed that your employment
beyond the annual meeting will be on the following terms and conditions and
that the Employment Agreement is modified and amended accordingly:


 


a)              Immediately
following the next election of directors, your title will change to “executive
vice president.”  You will continue to
report to me and you will provide advice, consultation and services to the
Company primarily in the area of investor relations.


 


b)             You will continue to
serve as Executive Vice President and the Employment Agreement, as amended by
this letter agreement, will remain in effect until March 31, 2006 or such


 





















 


later date as we mutually agree.  The Company may terminate the Employment
Agreement, as amended by this letter agreement, prior to March 31, 2006
for any or no reason on two weeks’ written notice.  The Employment Agreement, as amended by this
letter agreement, will terminate immediately in the event of your death.  Termination of the Employment Agreement, as
amended by this letter agreement, may only occur as specified in this paragraph
b).  The effective date of any
termination under this paragraph b) will be the “Date of Termination” and will
supersede the definition of that term in the Employment Agreement.


 


c)              Your Base Salary
will remain at $280,000.


 


d)             You will participate
in the Global Management Incentive Plan for fiscal year 2006.  To earn incentive compensation under that
plan, the Company must meet its financial goals and you must meet your business
goal (your business goal in this case is to insure an orderly transition of
your investor relations duties).  Your
incentive compensation, if earned, will be calculated in accordance with the
Global Management Incentive Plan and will be prorated for the time you are
actually employed; provided, however, that if the Company terminates prior to March 31,
2006 or in the event of your death prior to that date, your incentive
compensation will be calculated and paid to you as if you were employed through
March 31, 2006 and met your business goal. 
Incentive payments, if earned, will be paid to you at the time executive
officers of the Company are paid and will be paid to you regardless of whether
you are an employee of the Company at the time.


 


e)              On October 17,
2005, you were granted options in accordance with the Company’s 2006 long term
equity-based incentive plan.  We have
mutually agreed that you will not receive the right to earn restricted shares
under that plan.  In addition, should we
grant additional equity compensation to other officers of the Company prior to
the Date of Termination, you will not be entitled to participate in that grant.


 


f)                On the Date of
Termination, regardless of the reason for such termination, and provided that
no Change in Control has then occurred, the Company will pay or provide to you
those benefits described in Section 6(d) of the Employment Agreement
with the following exceptions:  your
Severance Payment will be paid in a lump sum; and your payment for COBRA
benefits will be paid in a lump sum as a Section 6(d)(4)(ii) Payment.  In addition, those stock options you hold as
of the Date of Termination will continue to vest on the schedule set forth
in the applicable stock grant, will be exercisable for the period specified in
the applicable stock grant agreement, and will otherwise be treated under the
applicable stock grant agreement and plan documents as if you continued to be
an employee of Company after the Date of Termination.  A schedule showing the stock options you
currently hold is attached to this letter. 
In addition to the above payments, if the Company terminates the
Employment Agreement, as modified by this letter agreement, for any reason
prior to March 31, 2006 or in the event of your death prior to March 31,
2006, you will be paid an amount equal to your Base Salary through and
including March 31, 2006, and your incentive compensation (as described in
paragraph d) above) will be calculated and paid to you as if you were employed
through March 31, 2006 and met your business goal.


 


2





















 


g)             In the event of a
Change in Control prior to the Date of Termination or if discussions commence
with a third person prior to the Date of Termination that ultimately result in
a Change in Control, you will then be entitled to those benefits described in Section 6(e) of
the Employment Agreement.


 


h)             The “Non-Compete
Period,” as used in the Employment Agreement, will include a period of
twenty-four months following the Date of Termination regardless of the reason
for termination.


 


i)                 This letter
agreement is intended to serve as a written amendment of the terms of the
Employment Agreement and the terms hereof have been approved by the
Compensation Committee of the Board of Directors acting under delegated
authority of the Board of Directors.  In
the event of a conflict between the terms of this letter agreement and the
Employment Agreement, the terms of this letter agreement will prevail.


 


j)                 This letter
agreement is also intended to serve as a written amendment to each of the stock
option grant agreements issued to you to the extent specified in paragraph f)
above.  In the event of a conflict
between the terms of this letter agreement and the terms of any such stock
grant agreement, the terms of this letter agreement will prevail.


 


I believe this letter accurately describes our agreement.  Please confirm your agreement by signing both
copies of this letter in the space indicated below and return one signed
original to me.


 


 


	
  Yours very truly,

  
	
   

  
	
  /s/ THIERRY PILENKO

  	
   

  
	
   

  
	
  Thierry Pilenko

  
	
  Chairman & Chief Executive Officer

  
	
   

  
	
   

  
	
  ACCEPTED AND AGREED:

  
	
   

  
	
   

  
	
  /s/ STEPHEN J. LUDLOW

  	
   

  
	
  Stephen J. Ludlow

  
	
   

  
	
  Date:

  	
  October 24, 2005

  	
   

  
	
   

  
			



 


3





















 


	
  Grant Detail
  Report

  	
   

  	
  Veritas DGC Inc.

  



 


From        /  /   to   /  /        


As of 10/19/2005


 


Stephen J. Ludlow


2719 Lakeside Village Drive


Missouri City, TX 77459  
US


 


	
  Grant

  	
   

  	
  Expiration

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Options

  	
   

  	
  Option

  	
   

  	
  Options

  	
   

  	
  Options

  	
   

  	
  Options

  	
   

  
	
  Date

  	
   

  	
  Date

  	
   

  	
  Plan ID

  	
   

  	
  Grant Type

  	
   

  	
  Granted

  	
   

  	
  Price

  	
   

  	
  Outstanding

  	
   

  	
  Vested

  	
   

  	
  Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11/11/1992

  	
   

  	
  11/11/2000

  	
   

  	
  1992EMP

  	
   

  	
  Non-Qualified

  	
   

  	
  26,667

  	
   

  	
  $

  	
  13.500000

  	
   

  	
  0

  	
   

  	
  26,667

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Transactions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Data

  	
   

  	
  Type

  	
   

  	
   

  	
   

  	
  Options

  	
   

  	
  Price

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4/1/1998

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  3,000

  	
   

  	
  $

  	
  50.562500

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3/7/2000

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  23,667

  	
   

  	
  $

  	
  24.875000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9/8/1995

  	
   

  	
  9/8/2005

  	
   

  	
  1992EMP

  	
   

  	
  Non-Qualified

  	
   

  	
  16,000

  	
   

  	
  $

  	
  5.250000

  	
   

  	
  0

  	
   

  	
  16,000

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Transactions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Data

  	
   

  	
  Type

  	
   

  	
   

  	
   

  	
  Options

  	
   

  	
  Price

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3/13/1998

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  16,000

  	
   

  	
  $

  	
  42.812500

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3/11/1997

  	
   

  	
  3/11/2007

  	
   

  	
  1992EMP

  	
   

  	
  Non-Qualified

  	
   

  	
  43,225

  	
   

  	
  $

  	
  19.375000

  	
   

  	
  27,016

  	
   

  	
  43,225

  	
   

  	
  27,016

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Transactions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Data

  	
   

  	
  Type

  	
   

  	
   

  	
   

  	
  Options

  	
   

  	
  Price

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3/23/2000

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  16,209

  	
   

  	
  $

  	
  26.250000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3/11/1999

  	
   

  	
  3/11/2009

  	
   

  	
  1992EMP

  	
   

  	
  Non-Qualified

  	
   

  	
  24,743

  	
   

  	
  $

  	
  10.710000

  	
   

  	
  0

  	
   

  	
  24,743

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Transactions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Data

  	
   

  	
  Type

  	
   

  	
   

  	
   

  	
  Options

  	
   

  	
  Price

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3/6/2001

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  12,371

  	
   

  	
  $

  	
  34.355700

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  572

  	
   

  	
  $

  	
  19.830000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  4,800

  	
   

  	
  $

  	
  19.600000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  100

  	
   

  	
  $

  	
  19.510000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  200

  	
   

  	
  $

  	
  19.500000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  1,400

  	
   

  	
  $

  	
  19.440000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  100

  	
   

  	
  $

  	
  19.430000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  500

  	
   

  	
  $

  	
  19.400000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  1,400

  	
   

  	
  $

  	
  19.440000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  100

  	
   

  	
  $

  	
  19.390000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  100

  	
   

  	
  $

  	
  19.380000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  200

  	
   

  	
  $

  	
  19.380000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  100

  	
   

  	
  $

  	
  19.380000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  1,200

  	
   

  	
  $

  	
  19.370000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  100

  	
   

  	
  $

  	
  19.330000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  200

  	
   

  	
  $

  	
  19.330000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  1,300

  	
   

  	
  $

  	
  19.330000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3/13/2000

  	
   

  	
  3/13/2010

  	
   

  	
  1992EMP

  	
   

  	
  Non-Qualified

  	
   

  	
  15,179

  	
   

  	
  $

  	
  26.187500

  	
   

  	
  15,179

  	
   

  	
  15,179

  	
   

  	
  15,179

  	
   

  



 


1





















 


	
  Grant Detail
  Report

  	
   

  	
  Veritas DGC Inc.

  



 


From        /  /   to   /  /        


As of 10/19/2005


 


Stephen J. Ludlow


2719 Lakeside Village Drive


Missouri City, TX 77459  
US


 


	
  Grant

  	
   

  	
  Expiration

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Options

  	
   

  	
  Option

  	
   

  	
  Options

  	
   

  	
  Options

  	
   

  	
  Options

  	
   

  
	
  Date

  	
   

  	
  Date

  	
   

  	
  Plan ID

  	
   

  	
  Grant Type

  	
   

  	
  Granted

  	
   

  	
  Price

  	
   

  	
  Outstanding

  	
   

  	
  Vested

  	
   

  	
  Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3/6/2001

  	
   

  	
  3/6/2011

  	
   

  	
  1992EMP

  	
   

  	
  Non-Qualified

  	
   

  	
  11,555

  	
   

  	
  $

  	
  34.400000

  	
   

  	
  11,555

  	
   

  	
  11,555

  	
   

  	
  11,555

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8/6/2002

  	
   

  	
  8/6/2007

  	
   

  	
  1992EMP

  	
   

  	
  Non-Qualified

  	
   

  	
  36,271

  	
   

  	
  $

  	
  10.960000

  	
   

  	
  9,068

  	
   

  	
  36,271

  	
   

  	
  9,068

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Transactions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Data

  	
   

  	
  Type

  	
   

  	
   

  	
   

  	
  Options

  	
   

  	
  Price

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/4/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  7,400

  	
   

  	
  $

  	
  19.000000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/4/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  400

  	
   

  	
  $

  	
  19.020000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/4/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  800

  	
   

  	
  $

  	
  19.050000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/4/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  200

  	
   

  	
  $

  	
  19.080000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/4/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  1,000

  	
   

  	
  $

  	
  19.100000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  735

  	
   

  	
  $

  	
  19.770000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  300

  	
   

  	
  $

  	
  19.750000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  100

  	
   

  	
  $

  	
  19.730000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  100

  	
   

  	
  $

  	
  19.680000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  1,200

  	
   

  	
  $

  	
  19.670000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  5,900

  	
   

  	
  $

  	
  19.500000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7/5/2005

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  2,000

  	
   

  	
  $

  	
  28.300000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7/5/2005

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  2,000

  	
   

  	
  $

  	
  28.250000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7/5/2005

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  2,000

  	
   

  	
  $

  	
  28.150000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7/5/2005

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  3,068

  	
   

  	
  $

  	
  28.500000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3/3/2003

  	
   

  	
  3/3/2008

  	
   

  	
  Omnibus

  	
   

  	
  Non-Qualified

  	
   

  	
  24,700

  	
   

  	
  $

  	
  7.950000

  	
   

  	
  6,175

  	
   

  	
  18,525

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Transactions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date

  	
   

  	
  Type

  	
   

  	
   

  	
   

  	
  Options

  	
   

  	
  Price

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/2/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  350

  	
   

  	
  $

  	
  19.550000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/2/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  400

  	
   

  	
  $

  	
  19.540000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/2/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  300

  	
   

  	
  $

  	
  19.530000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/2/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  10,800

  	
   

  	
  $

  	
  19.500000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/29/2005

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  600

  	
   

  	
  $

  	
  27.250000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/29/2005

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  2,400

  	
   

  	
  $

  	
  27.110000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/29/2005

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  3,175

  	
   

  	
  $

  	
  27.380000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Options
  Becoming Exercisable

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6,176 on 3/3/2006

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
																					



 


2





















 


	
  Grant Detail
  Report

  	
   

  	
  Veritas DGC Inc.

  



 


From        /  /   to   /  /        


As of 10/19/2005


 


Stephen J. Ludlow


2719 Lakeside Village Drive


Missouri City, TX 77459  
US


 


	
  Grant

  	
   

  	
  Expiration

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Options

  	
   

  	
  Option

  	
   

  	
  Options

  	
   

  	
  Options

  	
   

  	
  Options

  	
   

  
	
  Date

  	
   

  	
  Date

  	
   

  	
  Plan ID

  	
   

  	
  Grant Type

  	
   

  	
  Granted

  	
   

  	
  Price

  	
   

  	
  Outstanding

  	
   

  	
  Vested

  	
   

  	
  Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1/6/2004

  	
   

  	
  1/6/2009

  	
   

  	
  Omnibus

  	
   

  	
  Non-Qualified

  	
   

  	
  24,700

  	
   

  	
  $

  	
  11.190000

  	
   

  	
  12,350

  	
   

  	
  12,350

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Transactions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date

  	
   

  	
  Type

  	
   

  	
   

  	
   

  	
  Options

  	
   

  	
  Price

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  275

  	
   

  	
  $

  	
  19.350000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  600

  	
   

  	
  $

  	
  19.330000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  800

  	
   

  	
  $

  	
  19.300000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  800

  	
   

  	
  $

  	
  19.280000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/7/2004

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  3,700

  	
   

  	
  $

  	
  19.280000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/30/2005

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  3,175

  	
   

  	
  $

  	
  27.500000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/30/2005

  	
   

  	
  Exercise

  	
   

  	
   

  	
   

  	
  3,000

  	
   

  	
  $

  	
  27.650000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Options
  Becoming Exercisable

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6,175 on 1/6/2006

  	
   

  	
  6,175 on
  1/6/2007

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10/17/2006

  	
   

  	
  10/17/2010

  	
   

  	
  Omnibus

  	
   

  	
  Non-Qualified

  	
   

  	
  10,500

  	
   

  	
  $

  	
  31.940000

  	
   

  	
  10,500

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Options
  Becoming Exercisable

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3,500 on
  10/17/2006

  	
   

  	
  3,500 on
  10/17/2007

  	
   

  	
  3,500 on
  10/17/2008

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Optionee Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  233,540

  	
   

  	
   

  	
   

  	
  91,843

  	
   

  	
  204,615

  	
   

  	
  62,818

  	
   

  



 


3