Exhibit 10.12



 




Exhibit 10.12




THE KEITH COMPANIES, INC.




EXECUTIVE OFFICERS’ COMPENSATION




FOR 2005




Annual Cash Compensation



     
Base Compensation. Set forth below are the base salaries
effective for 2005 of the Chief Executive Officer, each of the
four most highly compensated executive officers in 2004, and
each of our other executive officers. These salaries are
reviewed by the Compensation Committee of the Board of Directors
annually 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 eligible
to participate in the discretionary bonus plan. Under the
discretionary plan, the Compensation Committee may award annual
cash bonuses to executive officers if the Company meets or
exceeds a financial performance target established by the
Compensation Committee with respect to any year. At its meeting
on March 4, 2005, the Compensation Committee established a
performance target for 2005 based on income from operations
(after taking into account any amounts paid under the
discretionary bonus plan for the year). Whether any bonus is
awarded, and the amount of any bonus awarded, is at the
discretion of the Compensation Committee once the Company has
met or exceeded its financial performance target.







 




Long Term Incentives



     
Stock Options and Restricted Stock. Executive officers,
together with our other employees, are eligible to receive
grants of awards under our 1994 Stock Option Plan. These awards
may be in the form of stock options and/or restricted stock
grants. The number of options or restricted shares granted to an
executive 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 outstanding
unexercisable options, as well as the performance and goals of
the division or function over which each executive officer has
primary responsibility.



     
Other Plans. Executive officers are eligible to
participate in our group health, dental, life, disability,
retirement and other plans on the same basis as all other
employees.