**Exhibit 10.12****THE KEITH COMPANIES, INC.****EXECUTIVE OFFICERS’ COMPENSATION****FOR 2005****Annual Cash Compensation**     *Base Compensation.* Set forth below are the base salarieseffective for 2005 of the Chief Executive Officer, each of thefour most highly compensated executive officers in 2004, andeach of our other executive officers. These salaries arereviewed by the Compensation Committee of the Board of Directorsannually and are subject to increase.                   **Adjusted Salary**      **Effective****Name** **Title** **Current Salary** **April 2005**           Aram H. Keith(1) Chief Executive Officer and Chairman of the Board $500,000  $525,000      Eric C. Nielsen(2) President and Chief Operating Officer $353,000  $363,590      Gary C. Campanaro(3) Chief Financial Officer and Secretary $353,000  $363,590      Tom Braun(4) President — Real Estate Development Services $300,000  $309,000      Dean J. Palumbo(5) President — Energy/Industrial Services $250,000  $257,500      Robert J. Ohlund(6) President — Public Works/Infrastructure Services $200,000  $206,000      Jerald H. Evans(7) President — Energy/Industrial Services  —   —  (1)     Mr. Keith is also entitled to receive $24,000 in automobile    allowance and approximately $9,000 in membership dues paid by us. (2)     Mr. Nielsen is also entitled to receive $18,000 in    automobile allowance and approximately $1,500 in membership dues    paid by us. (3)     Mr. Campanaro is also entitled to receive $18,000 in    automobile allowance and approximately $4,500 in membership dues    paid by us. (4)     Mr. Braun is also entitled to receive $18,000 in automobile    allowance. (5)     Mr. Palumbo accepted this position effective    January 1, 2005 and is also entitled to receive $18,000 in    automobile allowance. (6)     Mr. Ohlund is also entitled to receive $9,000 in automobile    allowance. (7)     Mr. Evans was appointed President Emeritus of Energy/    Industrial Services effective January 1, 2005 through his    retirement date of January 31, 2005.     *Discretionary Bonus Plan.* Executive officers are eligibleto participate in the discretionary bonus plan. Under thediscretionary plan, the Compensation Committee may award annualcash bonuses to executive officers if the Company meets orexceeds a financial performance target established by theCompensation Committee with respect to any year. At its meetingon March 4, 2005, the Compensation Committee established aperformance target for 2005 based on income from operations(after taking into account any amounts paid under thediscretionary bonus plan for the year). Whether any bonus isawarded, and the amount of any bonus awarded, is at thediscretion of the Compensation Committee once the Company hasmet or exceeded its financial performance target.

 
**Long Term Incentives**     *Stock Options and Restricted Stock.* Executive officers,together with our other employees, are eligible to receivegrants of awards under our 1994 Stock Option Plan. These awardsmay be in the form of stock options and/or restricted stockgrants. The number of options or restricted shares granted to anexecutive officer is based upon a number of factors, including,but not limited to, his or her position, salary and performance,the number and/or value of his or her in-the-money outstandingunexercisable options, as well as the performance and goals ofthe division or function over which each executive officer hasprimary responsibility.     *Other Plans.* Executive officers are eligible toparticipate in our group health, dental, life, disability,retirement and other plans on the same basis as all otheremployees.