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                                                                    EXHIBIT 4.10


                                VERITAS DGC INC.

                2001 KEY EMPLOYEE NONQUALIFIED STOCK OPTION PLAN


                                   ARTICLE I

                                      PLAN

         1.1 PURPOSE. The Plan is intended to advance the best interests of the
Company and its stockholders by providing those persons who have substantial
responsibility for the management and growth of the Company and its Subsidiaries
with additional incentives and an opportunity to obtain or increase their
proprietary interest in the Company, thereby encouraging them to continue in
their employment or affiliation with the Company or any of its Subsidiaries.

         1.2 TERM OF PLAN. The Plan is effective on February 1, 2001. The Plan
shall remain in effect until all Options granted under the Plan have been
exercised or expired.

                                   ARTICLE II

                                   DEFINITIONS

         The words and phrases defined in this Article shall have the meaning
set out in Schedule A attached hereto, unless the context in which any such word
or phrase appears reasonably requires a broader, narrower or different meaning.

                                  ARTICLE III

                                   ELIGIBILITY

         The individuals who shall be eligible to receive Options shall be those
Employees who are not officers (as defined by the Securities and Exchange
Commission in Rule 16a-1(f) under the Securities Exchange Act of 1934, or any
successor rule) or directors of the Company, who have substantial responsibility
for the management and growth of the Company or any of its Subsidiaries as the
Committee shall determine from time to time.

                                   ARTICLE IV

                     GENERAL PROVISIONS RELATING TO OPTIONS

         4.1 AUTHORITY TO GRANT OPTIONS. The Committee may grant Options to
those key Employees of the Company or any of its Subsidiaries as it shall from
time to time determine, under the terms and conditions of the Plan. Subject only
to any applicable limitations set out in the Plan, the number of shares of
Common Stock to be covered by any Option to be granted to any person shall be as
determined by the Committee.

         4.2 DEDICATED SHARES. The maximum number of shares of Common Stock with
respect to which Options may be granted under the Plan is 2,000,000. Such shares
of Common


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Stock may be treasury shares or authorized but unissued shares. The
number of shares stated in this Section 4.2 shall be subject to adjustment in
accordance with the provisions of Section 4.5. If any outstanding Option expires
for any reason or any Option is surrendered, the shares of Common Stock
allocable to the unexercised portion of that Option may again be subject to an
Option under the Plan.

         4.3 NON-TRANSFERABILITY. Except as specified in the applicable Option
Agreement or in a domestic relations court order, an Option shall not be
transferable by the Optionee other than by will or under the laws of descent and
distribution, and shall be exercisable, during the Optionee's lifetime, only by
him. In the discretion of the Committee, any attempt to transfer an Option other
than under the terms of the Plan and the applicable Option Agreement may
terminate the Option.

         4.4 REQUIREMENTS OF LAW. The Company shall not be required to sell or
issue any Common Stock under any Option if issuing that Common Stock would
constitute or result in a violation by the Optionee or the Company of any
provision of any law, statute or regulation of any governmental authority.
Specifically, in connection with any applicable statute or regulation relating
to the registration of securities, upon exercise of any Option, the Company
shall not be required to issue any Common Stock unless the Committee has
received evidence satisfactory to it to the effect that the Optionee will not
transfer the Common Stock except in accordance with applicable law, including
receipt of an opinion of counsel satisfactory to the Company to the effect that
any proposed transfer complies with applicable law. The determination by the
Committee on this matter shall be final, binding and conclusive. The Company
may, but shall in no event be obligated to, register any Common Stock covered by
the Plan pursuant to applicable securities laws of any country or any political
subdivision. In the event the Common Stock issuable on exercise of an Option is
not registered, the Company may imprint on the certificate evidencing the Common
Stock any legend that counsel for the Company considers necessary or advisable
to comply with applicable law. The Company shall not be obligated to take any
other affirmative action in order to cause the exercise of an Option, or the
issuance of shares pursuant thereto, to comply with any law or regulation of any
governmental authority.

         4.5 CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. (a) The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of bonds, debentures, preferred or prior preference stock ahead of or affecting
the Common Stock or its rights, the dissolution or liquidation of the Company,
any sale or transfer of all or any part of its assets or business or any other
corporate act or proceeding, whether of a similar character or otherwise.

         (b) If the Company shall effect a subdivision or consolidation of
shares or other capital readjustment, the payment of a stock dividend, or other
increase or reduction of the number of shares of Common Stock outstanding,
without receiving compensation for it in money, services or property, then (i)
the number, class or series and per share price of shares of Common Stock
subject to outstanding Options under the Plan shall be appropriately adjusted in
such a manner as to entitle an Optionee to receive upon exercise of an Option,
for the same aggregate cash consideration, the equivalent total number and class
or series of shares he would


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have received had he exercised his Option in full immediately prior to the event
requiring the adjustment, and (ii) the number and class or series of shares of
Common Stock then reserved to be issued under the Plan shall be adjusted by
substituting for the total number and class or series of shares of Common Stock
then reserved, that number and class or series of shares of Common Stock that
would have been received by the owner of an equal number of outstanding shares
of each class or series of Common Stock as the result of the event requiring the
adjustment.

         (c) Unless the transaction constitutes a Change in Control, if while
unexercised Options remain outstanding under the Plan (i) the Company shall not
be the surviving entity in any merger, consolidation or other reorganization (or
survives only as a subsidiary of an entity other than an entity that was
wholly-owned by the Company immediately prior to such merger, consolidation or
other reorganization), (ii) the Company sells, leases or exchanges or agrees to
sell, lease or exchange all or substantially all of its assets to any other
person or entity (other than an entity wholly-owned by the Company), (iii) the
Company is to be dissolved or (iv) the Company is a party to any other corporate
transaction (as defined under section 424(a) of the Code and applicable
Department of Treasury Regulations) that is not described in clauses (i), (ii)
or (iii) of this sentence (each such event is referred to herein as a "Corporate
Change"), then, except as otherwise provided in an Option Agreement or as a
result of the Board's effectuation of one or more of the alternatives described
below, there shall be no acceleration of the time at which any Option then
outstanding may be exercised, and no later than ten days after the approval by
the stockholders of the Company of such Corporate Change, the Board, acting in
its sole and absolute discretion without the consent or approval of any
Optionee, shall act to effect one or more of the following alternatives, which
may vary among individual Optionees and which may vary among Options held by any
individual Optionee:

                  (1) accelerate the time at which some or all of the Options
         then outstanding may be exercised so that such Options may be exercised
         in full for a limited period of time on or before a specified date
         (before or after such Corporate Change) fixed by the Board, after which
         specified date all such Options that remain unexercised and all rights
         of Optionees thereunder shall terminate;

                  (2) require the mandatory surrender to the Company by all or
         selected Optionees of some or all of the then outstanding Options held
         by such Optionees (irrespective of whether such Options are then
         exercisable under the provisions of the Plan or the Option Agreements
         evidencing such Options) as of a date, before or after such Corporate
         Change, specified by the Board, in which event the Board shall
         thereupon cancel such Options and the Company shall pay to each such
         Optionee an amount of cash per share equal to the excess, if any, of
         the per share price offered to stockholders of the Company in
         connection with such Corporate Change over the exercise prices under
         such Options for such shares;

                  (3) with respect to all or selected Optionees, have some or
         all of their then outstanding Options (whether vested or unvested)
         assumed or have a new Option substituted for some or all of their then
         outstanding Options (whether vested or unvested) by an entity which is
         a party to the transaction resulting in such Corporate Change and which
         is then employing him, or a parent or subsidiary of such entity,
         provided that (A) such assumption or substitution is on a


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         basis where the excess of the aggregate fair market value of the shares
         subject to the Option immediately after the assumption or substitution
         over the aggregate exercise price of such shares is equal to the excess
         of the aggregate fair market value of all shares subject to the Option
         immediately before such assumption or substitution over the aggregate
         exercise price of such shares, and (B) the assumed rights under such
         existing Option or the substituted rights under such new Option as the
         case may be will have the same terms and conditions as the rights under
         the existing Option assumed or substituted for, as the case may be;

                  (4) provide that the number and class or series of shares of
         Common Stock covered by an Option (whether vested or unvested)
         theretofore granted shall be adjusted so that such Option when
         exercised shall thereafter cover the number and class or series of
         shares of stock or other securities or property (including, without
         limitation, cash) to which the Optionee would have been entitled
         pursuant to the terms of the agreement or plan relating to such
         Corporate Change if, immediately prior to such Corporate Change, the
         Optionee had been the holder of record of the number of shares of
         Common Stock then covered by such Option; or

                  (5) make such adjustments to Options then outstanding as the
         Board deems appropriate to reflect such Corporate Change (provided,
         however, that the Board may determine in its sole and absolute
         discretion that no such adjustment is necessary).

         In effecting one or more of alternatives (3), (4) or (5) above, and
except as otherwise may be provided in an Option Agreement, the Board, in its
sole and absolute discretion and without the consent or approval of any
Optionee, may accelerate the time at which some or all Options then outstanding
may be exercised.

         (d) In the event of an occurrence of a Change in Control, an
outstanding Option shall be fully exercisable as of the day immediately
preceding the Change in Control unless otherwise expressly provided in the
Optionee's Option Agreement. The provisions of this paragraph (d) of Section 4.5
may not be deleted or amended to adversely affect an Option granted under the
Plan without the prior written consent of the Optionee to whom the Option was
granted, unless the Optionee's Option Agreement expressly provides otherwise.

         (e) In the event of changes in the outstanding Common Stock by reason
of recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges or other relevant changes in capitalization occurring after the date
of the grant of any Option and not otherwise provided for by this Section 4.5,
any outstanding Options and any agreements evidencing such Options shall be
subject to adjustment by the Board in its sole and absolute discretion as to the
number and price of shares of stock or other consideration subject to such
Options. In the event of any such change in the outstanding Common Stock, the
aggregate number of shares available under the Plan may be appropriately
adjusted by the Board, whose determination shall be conclusive.

         (f) The issue by the Company of shares of stock of any class or series,
or securities


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convertible into shares of stock of any class or series, for cash or property,
or for labor or services either upon direct sale or upon the exercise of rights
or warrants to subscribe for them, or upon conversion of shares or obligations
of the Company convertible into shares or other securities, shall not affect,
and no adjustment by reason of such issuance shall be made with respect to, the
number, class or series, or price of shares of Common Stock then subject to
outstanding Options.

         4.6 TYPES OF OPTIONS. All Options granted under the Plan shall be
nonqualified stock options that are not intended to satisfy the requirements of
section 422 of the Code.

                                   ARTICLE V

                                     OPTIONS

         5.1 EXERCISE PRICE. The price at which Common Stock may be purchased
under an Option shall not be less than 100% of the Fair Market Value of the
shares of Common Stock on the date the Option is granted.

         5.2 DURATION OF OPTIONS. An Option shall not be exercisable after the
earlier of (i) the term of the Option specified in the Option Agreement (which
shall not exceed ten years from the date the Option is granted), or (ii) the
period of time specified herein or in the Optionee's Option Agreement that
follows the Optionee's Retirement, Disability, death or other Termination of
Employment. Unless an Optionee's Option Agreement specifies otherwise, the
Optionee's Option shall not continue to vest after the date of the Optionee's
Termination of Employment for any reason other than the death or Disability of
the Optionee.

                  (a) General Term of Option. Unless the Option Agreement
         specifies a shorter term, an Option shall expire on the tenth
         anniversary of the date the Option is granted.

                  (b) Early Termination of Option Due to Termination of
         Employment (Other Than for Death, Disability or Retirement). Except as
         may be otherwise expressly provided in an Option Agreement, an Option
         shall terminate on the earlier of (1) the date of the expiration of the
         general term of the Option or (2) the date that is three months after
         the date of the Optionee's Termination of Employment for any reason
         other than the death, Disability or Retirement of the Optionee, during
         which period the Optionee shall be entitled to exercise the Option in
         respect of the number of shares of Common Stock that the Optionee would
         have been entitled to purchase had the Optionee exercised the Option on
         the date of such Termination of Employment. Whether a leave of absence,
         or absence on military or government service, shall constitute a
         Termination of the Employment shall be determined by the Committee at
         the time thereof.

                  (c) Early Termination of Option Due to Death or Disability.
         Unless his Option Agreement specifies otherwise, in the event an
         Optionee incurs a Termination of the Employment due to death or
         Disability, the Optionee's Option shall terminate on the earlier of (1)
         the date of expiration of the general term of the Option or (2) the
         first anniversary of the date of the Optionee's Termination of
         Employment due to death or Disability.


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                  (d) Early Termination of Option Due to Retirement. Unless the
         Option Agreement specifies otherwise, upon the Optionee's Retirement,
         the Optionee's Option shall terminate on the earlier of (1) the
         expiration of the general term of the Option or (2) three years after
         the date of the Optionee's Termination of Employment due to Retirement.

         After the death of an Optionee, his executors, administrators or any
person or persons to whom the Optionee's Option may be transferred by will or by
the laws of descent and distribution, shall have the right, at any time prior to
the termination of the Option to exercise the Option, in respect to the number
of shares that the Optionee would have been entitled to exercise if the Optionee
exercised the Option prior to his death or, if the Option is fully exercisable
under Section 5.3, in respect of all of the remaining shares subject to the
Option.

         5.3 AMOUNT EXERCISABLE. Each Option may be exercised at the time, in
the manner and subject to the conditions the Committee specifies in the Option
Agreement in its sole discretion. If an Optionee incurs a Termination of
Employment due to death or Disability, the Optionee's Option will be immediately
exercisable in full upon the date of the Termination of Employment.

         5.4 EXERCISE OF OPTIONS. Each Option shall be exercised by the delivery
of written notice to the Committee setting forth the number of shares of Common
Stock with respect to which the Option is to be exercised, together with: (a)
cash, certified check, bank draft or postal or express money order payable to
the order of the Company for an amount equal to the exercise price under the
Option, (b) Mature Shares with a Fair Market Value on the date of exercise equal
to the exercise price under the Option, (c) an election to make a cashless
exercise through a registered broker-dealer (if approved in advance by the
Committee) or (d) except as specified below, any other form of payment which is
acceptable to the Committee, and specifying the address to which the
certificates for the shares are to be mailed. As promptly as practicable after
receipt of written notification and payment, the Company shall deliver to the
Optionee certificates for the number of shares with respect to which the Option
has been exercised, issued in the Optionee's name. If Mature Shares are used for
payment by the Optionee, the aggregate Fair Market Value of the shares of Common
Stock tendered must be equal to or less than the aggregate exercise price of the
shares being purchased upon exercise of the Option, and any difference must be
paid by cash, certified check, bank draft or postal or express money order
payable to the order of the Company. Delivery of the shares shall be deemed
effected for all purposes when a stock transfer agent of the Company shall have
deposited the certificates in the United States mail, addressed to the Optionee,
at the address specified by the Optionee.

         Whenever an Option is exercised by exchanging Mature Shares owned by
the Optionee, the Optionee shall deliver to the Company certificates registered
in the name of the Optionee representing a number of shares of Common Stock
legally and beneficially owned by the Optionee, free of all liens, claims and
encumbrances of every kind, accompanied by stock powers duly endorsed in blank
by the record holder of the shares represented by the certificates (with
signature guaranteed by a commercial bank or trust company or by a brokerage
firm having a membership on a registered national stock exchange). The delivery
of certificates upon the exercise of Options is subject to the condition that
the person exercising the Option provide the Company with the information the


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Company might reasonably request pertaining to exercise, sale or other
disposition.

         The Committee may permit an Optionee to elect to pay the exercise price
upon exercise of an Option by authorizing a third-party broker to sell all or a
portion of the shares of Common Stock acquired upon exercise of the Option and
remit to the Company a sufficient portion of the sale proceeds to pay the
exercise price and any applicable tax withholding resulting from such exercise.

         The Committee shall not permit an Optionee to pay his exercise price
upon the exercise of an Option by having the Company reduce the number of shares
of Common Stock that will be delivered to the Optionee pursuant to the exercise
of the Option. In addition, the Committee shall not permit an Optionee to pay
his exercise price upon the exercise of an Option by using shares of Common
Stock other than Mature Shares.

         An Option may not be exercised for a fraction of a share of Common
Stock.

         5.5 SUBSTITUTION OPTIONS. Options may be granted under the Plan from
time to time in substitution for stock options held by employees of other
corporations who are about to become employees of or affiliated with the Company
or any Subsidiary as the result of a merger or consolidation of the employing
corporation with the Company or any Subsidiary, or the acquisition by the
Company or any Subsidiary of the assets of the employing corporation, or the
acquisition by the Company or any Subsidiary of stock of the employing
corporation as the result of which it becomes a Subsidiary. The terms and
conditions of the substitute Options granted may vary from the terms and
conditions set out in the Plan to the extent the Committee, at the time of
grant, may deem appropriate to conform, in whole or in part, to the provisions
of the stock options in substitution for which they are granted.

         5.6 NO RIGHTS AS STOCKHOLDER. No Optionee shall have any rights as a
stockholder with respect to Common Stock covered by his Option until the date a
stock certificate is issued for the Common Stock.

                                   ARTICLE VI

                                 ADMINISTRATION

         The Plan shall be administered by the Committee. All questions of
interpretation and application of the Plan and Options shall be subject to the
determination of the Committee. A majority of the members of the Committee shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. Any decision or determination reduced to writing and
signed by a majority of the members shall be as effective as if it had been made
by a majority vote at a meeting properly called and held. In carrying out its
authority under the Plan, the Committee shall have full and final authority and
discretion, including but not limited to the following rights, powers and
authorities, to:

                  (a) determine the persons to whom and the time or times at
         which Options will be granted;

                  (b) determine the number of shares of Common Stock covered by
         each Option;


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                  (c) determine the terms, provisions and conditions of each
         Option, which need not be identical;

                  (d) accelerate the time at which any outstanding Option may be
         exercised;

                  (e) prescribe, amend and rescind rules and regulations
         relating to administration of the Plan; and

                  (f) make all other determinations and take all other actions
         deemed necessary, appropriate or advisable for the proper
         administration of the Plan.

The actions of the Committee in exercising all of the rights, powers, and
authorities set out in this Article and all other Articles of the Plan, when
performed in good faith and in its sole judgment, shall be final, conclusive and
binding on all parties.

                                  ARTICLE VII

                        AMENDMENT OR TERMINATION OF PLAN

         The Board or the Committee may amend, terminate or suspend the Plan at
any time, in its sole and absolute discretion.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.1 NO ESTABLISHMENT OF A TRUST FUND. No property shall be set aside
nor shall a trust fund of any kind be established to secure the rights of any
Optionee under the Plan. All Optionees shall at all times rely solely upon the
general credit of the Company for the payment of any benefit which becomes
payable under the Plan.

         8.2 NO EMPLOYMENT OBLIGATION. The granting of any Option shall not
constitute an employment contract, express or implied, nor impose upon the
Company or any Subsidiary any obligation to employ or continue to employ, or
utilize the services of, any Optionee. The right of the Company or any
Subsidiary to terminate the employment of any person shall not be diminished or
affected by reason of the fact that an Option has been granted to him.

         8.3 FORFEITURE. Notwithstanding any other provisions of the Plan, if
the Committee finds by a majority vote after full consideration of the facts
that the Optionee, before or after termination of his employment relationship
with the Company or a Subsidiary for any reason committed or engaged in willful
misconduct, gross negligence, a breach of fiduciary duty, fraud, embezzlement,
theft, a felony, a crime involving moral turpitude or proven dishonesty in the
course of his employment by the Company or a Subsidiary, which conduct damaged
the Company or Subsidiary, the Optionee shall forfeit all outstanding Options,
and all exercised Options if the Company has not yet delivered a stock
certificate to the Optionee with respect thereto. The decision of the Committee
as to the cause of the Optionee's discharge, the damage


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done to the Company or a Subsidiary shall be final. No decision of the
Committee, however, shall affect the finality of the discharge of the Optionee
by the Company or a Subsidiary in any manner.

         8.4 TAX WITHHOLDING. The Company or any Subsidiary shall be entitled to
deduct from other compensation payable to each Optionee any sums required by
federal, state or local tax law to be withheld with respect to the grant or
exercise of an Option, or lapse of restrictions on Restricted Common Stock. In
the alternative, the Company may require the Optionee to pay such sums for taxes
directly to the Company or any Subsidiary in cash or by check within ten days
after the date of exercise or lapse of restrictions. In the discretion of the
Committee, and with the consent of the Optionee, the Company may reduce the
number of shares of Common Stock issued to the Optionee upon his exercise of an
Option to satisfy the tax withholding obligations of the Company or a
Subsidiary; provided that the Fair Market Value of the shares held back shall
not exceed the Company's or the Subsidiary's minimum statutory withholding tax
obligations. The Company shall have no obligation upon exercise of any Option
until the Company or a Subsidiary has received payment sufficient to cover all
tax withholding amounts due with respect to that exercise. Neither the Company
nor any Subsidiary shall be obligated to advise an Optionee of the existence of
the tax or the amount which it will be required to withhold.

         8.5 WRITTEN AGREEMENT. Each Option shall be embodied in a written
agreement which shall be subject to the terms and conditions of the Plan and
shall be signed by the Optionee and by a member of the Committee or an executive
officer of the Company on behalf of the Company. The agreement may contain any
other provisions that the Committee in its discretion shall deem advisable which
are not inconsistent with the terms of the Plan.

         8.6 GENDER. If the context requires, words of one gender when used in
the Plan shall include the other and words used in the singular or plural shall
include the other.

         8.7 HEADINGS. Headings of Articles and Sections are included for
convenience of reference only and do not constitute part of the Plan and shall
not be used in construing the terms of the Plan.

         8.8 OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect
any other stock option, incentive or other compensation or benefit plans in
effect for the Company or any Subsidiary, nor shall the Plan preclude the
Company from establishing any other forms of incentive compensation arrangements
for Employees.

         8.9 OTHER OPTIONS. The grant of an Option shall not confer upon an
Optionee the right to receive any future or other Options under the Plan,
whether or not Options may be granted to similarly situated Employees, or the
right to receive future Options upon the same terms or conditions as previously
granted.

         8.10 GOVERNING LAW. The provisions of the Plan shall be construed,
administered and governed under the laws of the State of Texas.



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                                   SCHEDULE A

                                DEFINITIONS FOR:
     VERITAS DGC INC. RESTRICTED STOCK PLAN, VERITAS DGC INC. 1992 EMPLOYEE
  NON-QUALIFIED STOCK OPTION PLAN, VERITAS DGC INC. 1992 NON-EMPLOYEE DIRECTOR
  STOCK OPTION PLAN, VERITAS DGC INC. 2001 EMPLOYEE NON-QUALIFIED STOCK OPTION
       PLAN, AND VERITAS DGC INC. 2001 KEY EMPLOYEE RESTRICTED STOCK PLAN


(a)      2001 RESTRICTED STOCK PLAN. The Veritas DGC Inc. 2001 Key Employee
         Restricted Stock Plan.

(b)      AUTHORIZED OFFICER. The Chairman of the Board, the Chief Executive
         Officer of the Company, an Executive Vice President of the Company, the
         Vice President of Human Resources, and any other officer of the Company
         who has been delegated the authority by the Committee to execute a
         Restricted Stock Agreement or Option Agreement for and on behalf of the
         Company. No officer shall be an Authorized Officer with respect to any
         Restricted Stock Agreement or Option Agreement for himself or herself

(c)      BOARD. The Board of Directors of the Company.

(d)      CAUSE. When used in connection with termination of Employment as
         determined by the Chairman or Committee, "Cause" shall mean the
         Employee's willfully engaging in conduct materially and demonstrably
         injurious to the property of business of Employer, including, without
         limitation, fraud, misappropriation of funds or other property of
         Employer, other willful misconduct, gross negligence or commission of a
         felony or other crime of moral turpitude.

(e)      CASH EXERCISE. Form of exercise of an Option in which the Option Price
         for the number of Shares of Common Stock being purchased is paid with
         cash, certified check, bank draft, or postal or express money order
         payable to the order of the Company for an amount equal to the Option
         Price of the Shares.

(f)      CASHLESS EXERCISE. Form of exercise of an Option in which the Option
         Price for the number of shares of Common Stock being purchased is paid
         with consideration in the form of Common Stock at is Fair Market Value
         on the date of exercise, an election to have Shares of Common Stock,
         which otherwise would be issued on exercise, withheld in payment of the
         exercise price and/or to satisfy any required income tax withholding
         obligation, or any combination of cash and cashless exercise and/or any
         other form of payment which is acceptable to the Committee.

(g)      CHANGE IN CONTROL. The occurrence of any of the following events:

         (1)      The acquisition by an individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
                  "Person") of beneficial ownership (within the meaning of Rule
                  13d-3 promulgated under the Exchange Act) of fifty

<PAGE>   11

                  percent (50%) or more of the total voting power of all the
                  Company's then outstanding securities entitled to vote
                  generally in the election of Directors to the Board; provided,
                  however, that for purposes of this subsection (1), the
                  following acquisitions shall not constitute a Change in
                  Control: (i) any acquisition by the Company or its Parent or
                  Subsidiaries, (ii) any acquisition by any Employee benefit
                  plan (or related trust) sponsored or maintained by the Company
                  or its Parent or Subsidiaries, or (iii) any acquisition
                  consummated with the prior approval of the Board; or

         (2)      During the period of two consecutive calendar years,
                  individuals who at the beginning of such period constitute the
                  Board, and any new Directors whose election by the Board or
                  nomination for election by the Company's shareholders was
                  approved by a vote of at least two-thirds of the Directors
                  then still in office, who either were Directors at the
                  beginning of the two-year period or whose election or
                  nomination for election was previously so approved, cease for
                  any reason to constitute a majority of the Board; or

         (3)      The Company becomes a party to a merger, plan of
                  reorganization, consolidation or share exchange in which
                  either (i) the Company will not be the surviving corporation
                  or (ii) the Company will be the surviving corporation and any
                  outstanding Shares of the Company's Common Stock will be
                  converted into shares of any other company (other than a
                  re-incorporation or the establishment of a holding company
                  involving no change of ownership of the Company) or other
                  securities, cash or other property (excluding payments made
                  solely for fractional Shares; or

         (4)      The shareholders of the Company approve a merger, plan of
                  reorganization, consolidation or share exchange with any other
                  corporation, and immediately following such merger, plan of
                  reorganization, consolidation or share exchange the holders of
                  the voting securities of the Company outstanding immediately
                  prior thereto hold securities representing fifty percent (50%)
                  or less of the combined voting power of the voting securities
                  of the Company or such surviving entity outstanding
                  immediately after such merger, plan of reorganization,
                  consolidation or share exchange; provided, however, that
                  notwithstanding the foregoing, no Change in Control shall be
                  deemed to have occurred if one-half ( 1/2) or more of the
                  members of the Board of the Company or such surviving entity
                  immediately after such merger, plan of reorganization,
                  consolidation or share exchange is comprised of persons who
                  served as Directors of the Company immediately prior to such
                  merger, plan of reorganization, consolidation or share
                  exchange or who are otherwise designees of the Company; or

         (5)      Upon approval by the Company's shareholders of a complete
                  liquidation and dissolution of the Company or the sale or
                  other disposition of all or substantially all of the assets of
                  the Company other than to a Parent or Subsidiary; or
<PAGE>   12

         (6)      Any other event that a majority of the Board, in its sole
                  discretion, shall determine constitutes a Change in Control.

Notwithstanding the occurrence of any of the foregoing events of this Section
(g) which would otherwise result in a Change in Control, the Board may determine
in its complete discretion, if it deems it to be in the best interest of the
Company, that an event or events otherwise constituting a Change in Control
shall not be considered a Change in Control. Such determination shall be
effective only if it is made by the Board prior to the occurrence of an event
that otherwise would be a Change in Control, or after such event if made by the
Board a majority of which is composed of Directors who were members of the Board
immediately prior to the event that otherwise would be a Change in Control.

(h)      CODE. The Internal Revenue Code of 1986, as amended.

(i)      COMMITTEE. The Compensation Committee of the Board.

(j)      COMMON STOCK. The common stock of the Company, $.01 par value per
         share, or, in the event that the outstanding shares of common stock are
         later changed into or exchanged for a different class of stock or
         securities of the Company or another corporation, that other stock or
         security.

(k)      COMPANY. Veritas DGC Inc., a Delaware corporation.

(l)      COVERED EMPLOYEE. Any individual who, on the last day of the taxable
         year, is (a) the chief executive officer of the Company or is acting in
         such capacity; or (b) among the four highest compensated officers
         (other than the chief executive officer) as each are defined under the
         regulation promulgated under Section 162(m) of the Code

(m)      DIRECTOR. An individual elected by the shareholders/stockholders of the
         Company, or in the case of a vacancy or newly created position, by the
         other Directors, to serve on the Board who performs the functions of a
         director set forth in the Company's charter documents and bylaws.

(n)      DISABILITY. As determined by the Committee in its discretion exercised
         in good faith, a physical or mental condition of the Participant that
         would entitle him to payment of disability income payments under the
         Company's long-term disability insurance policy or plan for employees
         as then in effect; or in the event that the Participant is not covered,
         for whatever reason, under the Company's long-term disability insurance
         policy or plan or in the event the Company does not maintain such a
         long-term disability insurance policy, "Disability" means a permanent
         and total disability as defined in section 22(e)(3) of the Code. A
         determination of Disability may be made by a physician selected or
         approved by the Committee and, in this respect, the Grantee shall
         submit to an examination by such physician upon request by the
         Committee.

(o)      EMPLOYEE. A person employed by the Company or a Subsidiary as a common
         law employee.
<PAGE>   13

(p)      EMPLOYMENT. Employment by the Company (or any Parent or Subsidiary), or
         by any corporation issuing or assuming an Incentive Award in any
         transaction described in Section 424(a) of the Code, or by a parent
         corporation or a subsidiary corporation of such corporation issuing or
         assuming such Incentive Award, as the parent-subsidiary relationship
         shall be determined at the time of the corporate action described in
         Section 424(a) of the Code. In this regard, neither the transfer of a
         Grantee from Employment by the Company to Employment by any Parent or
         Subsidiary, nor the transfer of a Grantee from Employment by any Parent
         or Subsidiary to Employment by the Company, shall be deemed to be a
         termination of Employment of the Grantee. Moreover, the Employment of a
         Grantee shall not be deemed to have been terminated because of an
         approved leave of absence from active Employment on account of
         temporary illness, authorized vacation or granted for reasons of
         professional advancement, education, health, or government service, or
         during military leave for any period (if the Grantee returns to active
         Employment within 90 days after the termination of military leave), or
         during any period required to be treated as a leave of absence by
         virtue of any applicable statute, Company personnel policy or
         agreement. Whether an authorized leave of absence shall constitute
         termination of Employment hereunder shall be determined by the
         Committee in its discretion.

(q)      EXCHANGE ACT. The Securities Exchange Act of 1934, as amended.

(r)      EXERCISABILITY. The ability to convert an Option into the underlying
         Shares of Common Stock through their purchase or other acquisition.

(s)      EXERCISE. The transaction in which an Optionee elects to purchase some
         or all of the Shares of Common Stock underlying an Option.

(t)      EXERCISE PRICE. The consideration in money or property that, pursuant
         to the terms of an Option Agreement, is the price at which the Shares
         of Common Stock subject to an Option may be purchased. The exercise
         price is typically expressed on a per share basis.

(u)      EXPIRATION DATE.  The last date on which an Option may be exercised by
         an Optionee.

(v)      FAIR MARKET VALUE. The Fair Market Value of one share of Common Stock
         shall be the last reported sale price for the Common Stock on the
         principal stock exchange on which the Common Stock is traded on the
         business day immediately preceding the date for which the Fair Market
         Value is being determined.

(w)      GRANTEE. Any Employee who is granted an Incentive Award under the Plan.

(x)      INCENTIVE AWARD. A grant of Restricted Stock made to a Grantee under
         the Restricted Stock Plan or the 2001 Restricted Stock Plan.

(y)      INSIDER. An individual who is, on the relevant date, an officer,
         director or ten percent (10%) beneficial owner of any class of the
         Company's equity securities that is registered
<PAGE>   14

         pursuant to Section 12 of the Exchange Act, all as defined under
         Section 16 of the Exchange Act.

(z)      MATURE SHARES. Shares of Stock that the Optionee has held for at least
         six months.

(aa)     NYSE. The New York Stock Exchange, Inc.

(bb)     NONQUALIFIED STOCK OPTION. An Option that is not intended to satisfy
         the requirements of a statutory stock option under Section 422 of the
         Code. This type of stock option gives rise to federal income tax
         consequences on the date of exercise.

(cc)     OPTION. An option granted under the respective Plan to purchase shares
         of Common Stock.

(dd)     OPTION AGREEMENT. A written contract setting forth the terms and
         conditions of an Option.


(ee)     OPTION PRICE. The consideration in money or Common Stock which,
         pursuant to the terms of an Option Agreement, is the price at which the
         Shares of Common Stock subject to an Option may be purchased.

(ff)     OPTIONEE. The recipient of an Option.

(gg)     OUTSTANDING OPTION. An Option that has been formally granted by a
         corporation and is not cancelled, exercised or expired.

(hh)     PARENT. Any corporation (whether now or hereafter existing) which
         constitutes a "parent" of the Company, as defined in Section 424(e) of
         the Code.

(ii)     PARTICIPANT. An Optionee or the recipient of Restricted Stock.

(jj)     PERFORMANCE-BASED EXCEPTION. The Performance-Based Exception from the
         tax deductibility limitations of Section 162(m) of the Code, as
         prescribed in Code Section 162(m) and Treasury Regulation Section
         1.162-27(e) (or its successor).

(kk)     PLAN. The Veritas DGC Inc. Restricted Stock Plan, the Employee
         Non-qualified Stock Option Plan, the Non-employee Director Stock Option
         Plan, the Veritas DGC Inc. 2001 Key Employee Nonqualified Stock Option
         Plan and the Veritas DGC Inc. 2001 Key Employee Restricted Stock Plan
         as set forth in their respective plan documents and as they may be
         amended from time to time.

(ll)     RESTRICTED STOCK. Shares of Common Stock issued or transferred to a
         Grantee pursuant to the Restricted Stock Plan or the 2001 Restricted
         Stock Plan.
<PAGE>   15

(mm)     RESTRICTED STOCK AGREEMENT. The written agreement entered into between
         the Company and the Grantee setting forth the terms and conditions
         pursuant to which a Restricted Stock Award is granted.

(nn)     RESTRICTED STOCK AWARD. An authorization by the Committee to issue or
         transfer Restricted Stock to a Grantee.

(oo)     RESTRICTION PERIOD. The period of time determined by the Committee and
         set forth in the Restricted Stock Agreement during which the transfer
         of Restricted Stock by the Grantee is restricted.

(pp)     RETIREMENT. The occurrence of the Participant's voluntary Termination
         of Employment after (a) he has attained the age of 62 and completed ten
         years of employment with the Company and/or any of its Subsidiaries, or
         (b) he has attained such other retirement age as may be specified in
         the Participant's Restricted Stock Agreement or Option Agreement.

(qq)     RULE 144. Rule promulgated by the Securities and Exchange Commission as
         a "safe harbor" for the resale of "restricted securities" (that is,
         securities that were acquired other than in a public offering), and
         "control securities" (that is, securities owned by affiliates of the
         corporation).

(rr)     RULE 16b. Provision of the Exchange Act that requires the directors and
         officers of an issuer that has registered a class of its equity
         securities under Section 12, as well as the beneficial owners of more
         than 10% of any class of the issuer's registered equity securities, to
         turn over to the issuer any profits realized from the purchase and
         sale, and purchase of the issuer's equity securities within a period of
         less than six months.

(ss)     SECURITIES AND EXCHANGE COMMISSION (SEC). Agency of the federal
         government created under the Exchange Act that administers the federal
         laws regulating the offer and sale of Securities in the United States.

(tt)     SHARE. A share of the Common Stock of the Company.

(uu)     SHARE POOL. The number of Shares authorized for issuance under Section
         1.4 of the Veritas DGC Inc. Restricted Stock Plan, Section 3 of the
         Veritas DGC Inc. Employee Non-qualified Stock Option Plan, and Section
         4 of the Veritas DGC Inc. Non-employee Director Stock Option Plan, as
         adjusted for awards and payouts under Section 1.5 of the Restricted
         Stock Plan and as adjusted for changes in corporate capitalization
         under Section 3.5 of the Restricted Stock Plan, Section 12 of the
         Employee Non-qualified Stock Option Plan, and Section 17 of the
         Non-employee Director Stock Option Plan.

(vv)     SUBSIDIARY OR SUBSIDIARIES. Any corporation other than the Company
         (whether now or hereafter existing) in an unbroken chain of
         corporations beginning with the Company if, at the time of the action
         or transaction, each of the corporations other than the last
<PAGE>   16

         corporation in the unbroken chain owns stock possessing 50% or more of
         the total combined voting power of all classes of stock in one of the
         other corporations in the chain.

(ww)     TERMINATION OF EMPLOYMENT. The termination of a Participant's status as
         a common law employee of the Company or a Subsidiary unless the
         Participant immediately thereafter is hired as a common law employee of
         a different employer that is the Company or a Subsidiary.