Exhibit 10.1


 


RICHARD D. ELLISON


RETIREMENT AGREEMENT


FROM TRC COMPANIES, INC.


 


The following Retirement Agreement (the “Agreement”)
is entered into by and between TRC Companies, Inc. (“TRC”) and the
independent members of TRC’s Board of Directors (the “Board”; collectively with
TRC, the “Company”), on the one hand, and by Richard D. Ellison (“Ellison”;
collectively with the Company, the “Parties”), on the other hand:


 


•      The Board of the Company will accept
Ellison’s notice of retirement to be effective January 1, 2006.


 


•                  Ellison
shall be nominated for election to the Board at the November 2005 annual
meeting.  Following his retirement, the
Parties anticipate that Ellison will remain as Chairman of the Board until at
least the November 2006 annual meeting.


 


•                  Ellison
shall be paid an amount equal to his current salary rate through April 1,
2007, with a payment equal to six months’ salary being made on July 3,
2006, and the remainder of such amount being paid in accordance with the normal
payroll practices of the Company.


 


•                  Consistent
with the Board resolutions of September 23, 2005, Chris Vincze will remain
Chief Operating Officer of the Company. 
From the date of this agreement through Ellison’s retirement effective January 1,
2006, Ellison and Vincze will jointly determine the remaining operational
issues with which Ellison should remain involved. Any issues which Ellison may
have with the remaining bulk of the Company’s operations pending his retirement
may also be discussed with any other member of the Board. The executive
responsibility for all operations of the Company are immediately vested in
Chris Vincze as COO, and Vincze will report directly to the Board, including
Ellison.


 


•                  Until
the later of 12 months after Ellison is no longer is a Board member or June 1,
2007 (the “Non-Compete Period”), Ellison agrees that he will neither, directly
or indirectly, compete with, nor solicit any employee to be in competition with
the Company, although Ellison may join a consulting firm or undertake other
management or investment activities not inconsistent with this obligation of
non-competition/non-solicitation.  Upon
expiration of the Non Compete Period, Ellison’s obligation of non-competition
and non-solicitation to the Company shall immediately cease and shall be of no
further force or effect. If there is a project during the Non Compete Period
which may raise a question of competition, Ellison shall present the project to
the Board for resolution of the question and potential waiver of Ellison’s
obligation of non-competition on that project.


 


•                  Upon
Ellison’s departure from the Board, the Board agrees to immediately vest and
reconfigure all options then currently held by Ellison so that they are
exercisable until up to one year after his departure from the Board, unless
such options otherwise expire according to their terms prior thereto.


 


•                  The
following miscellaneous items shall be implemented:


 


A.            Ellison’s
cell phone, laptop and home fax and home printer shall become Ellison’s sole
property.


 





















 


B.            Ellison
shall be paid for all unused vacation accrued prior to December 31, 2005.


 


C.                                     Ellison’s
current life insurance policy issued by Farmer’s New World Life shall continue
in full force and effect and shall remain unchanged through June 30, 2007.


 


D.                                    Ellison’s
health insurance shall continue in full force and effect and shall remain
unchanged through June 30, 2007.


 


E.                                      The
Company shall continue the lease on Ellison’s automobile for the remainder of
the term of that lease and Ellison shall have full and exclusive use thereof.


 


F.                                      Ellison’s
membership at Shady Canyon Country Club shall continue in full force and effect
and shall remain unchanged through December 31, 2006.


 


•                  The
provisions of this Agreement shall be deemed to obligate, extend to, and inure
to the benefit of the legal predecessors, successors, assigns, transferees,
grantees, heirs executors, administrators, principals, trustees and
beneficiaries of each of the Parties.


 


•                  This
Agreement is made and entered into in the State of California and shall in all
respects be interpreted, enforced and governed by and under the laws of the
State of California alone, without regard to any conflict or choice of law
principles.


 


•                  The
Parties acknowledge and agree that original and exclusive jurisdiction of any
dispute arising out of or related to this Agreement shall rest in the State of
California and shall be instituted and maintained only in Orange County,
California, in accordance with the mandatory, binding arbitration provisions of
the Judicial Arbitration and Mediation Services (“JAMS”).


 


•                  The
individuals signing this Agreement on behalf of an entity each respectively
warrant and represent that (a) he/she has full authority to execute this
Agreement on behalf of the entity for whom he/she is signing; (b) he/she
is acting with the course and scope of such authority in executing this
Agreement; (c) the provisions and execution of this Agreement have been
validly approved and ratified; and (d) neither the execution of this
Agreement nor the performance or compliance with its terms conflicts with any
provision of the certificate of incorporation or bylaws or results in a breach,
violation of or default under, any order, writ, injunction, decree, license,
authorization or term of any agreement or instrument known to any such
individual.


 


WHEREFORE, the Parties execute this Agreement
and make it fully effective as of October 12, 2005.


 


	
   

  	
  TRC COMPANIES, INC.

  
	
   

  	
   

  
	
  Dated:

  	
  October 12, 2005

  	
   

  	
  By:

  	
  /s/

  	
  Martin H. Dodd

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Martin H.
  Dodd, General Counsel

  
	
   

  	
   

  
	
   

  	
  RICHARD D. ELLISON

  



 


 


	
  Dated:

  	
  October 12, 2005

  	
   

  	
   

  	
  /s/

  	
  Richard D. Ellison

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Richard D.
  Ellison, an individual

  



 


 


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  APPROVED BY THE INDEPENDENT BOARD MEMBERS:

  
	
   

  	
   

  
	
  /s/

  	
  Friedrich K. M. Böhm

  	
   

  	
  /s/

  	
  Edward G. Jepsen

  
	
   

  	
  Friedrich K. M. Böhm

  	
   

  	
   

  	
  Edward G.
  Jepsen

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/

  	
  Edward W. Large

  	
   

  	
  /s/

  	
  John M. F. MacDonald

  
	
   

  	
  Edward W. Large

  	
   

  	
   

  	
  John M. F. MacDonald

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/

  	
  J. Jeffrey McNealey

  	
   

  	
   

  
	
   

  	
  J. Jeffrey McNealey

  	
   

  	
   

  



 


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