Exhibit
10.1


 


SEPARATION AGREEMENT AND
RELEASE


The following sets forth the agreement between James. M. Jaska (“Jaska”)
and Tetra Tech, Inc. (“Tetra Tech”), on behalf of itself and its subsidiaries,
parent corporations and affiliates (collectively, “Employer”), concerning the
terms of Jaska’s separation from Employer (the “Agreement”).


1.             Termination of
Employment. Jaska acknowledges that his employment with Employer
terminated, effective October 5, 2004 (the “Separation Date”), and since that
date he has performed, and will perform, no further duties, functions or
services for Employer, other than pursuant to the consulting arrangement
described in Section 4 below.


2.             Resignation as
Officer and Director. Jaska acknowledges his resignation as the President, and
as a Director, of Tetra Tech, as of the Separation Date. Further, Jaska
acknowledges his resignation as an officer and/or director of each Tetra Tech
subsidiary for which he holds such an office.


3.             Separation Pay
and Benefits. In exchange for Jaska’s promises in this Agreement, Jaska
will receive the following pay and benefits:


(a)           Separation Pay. Employer will
pay Jaska a lump sum severance payment of $800,000 (the equivalent of two years’
base salary), less appropriate tax withholdings and deductions. Employer will
make this payment within ten days after Jaska signs and returns this Agreement
to the Chief Executive Officer of Tetra Tech (the “CEO”).


(b)           Health Coverage. Jaska will be
eligible to continue participating in Tetra Tech’s medical and dental plans
pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”),
provided Jaska timely elects such coverage following the Separation Date. Jaska
will be provided with information explaining his rights. Tetra Tech will pay
the costs of continuation coverage for 18 months. If Employer modifies its
medical or dental plans, Jaska will be eligible to continue participating in
the modified medical or dental plans during the COBRA period. Jaska
acknowledges that all other health benefits relating to his employment ended on
the Separation Date.


(c)           PTO. Jaska acknowledges that
Employer has paid him $106,663.46 in a lump sum payment, which is the value of
his 554.65 hours of accrued and unused PTO as of his Separation Date. Applicable
tax withholdings were withheld from the payment.


(d)           401(k) Plan. Jaska
acknowledges that his eligibility to participate in Employer’s 401(k) Plan
ended on his Separation Date. At that time, Jaska became an inactive
participant, and all vested employer-matching contributions and earnings and
Jaska’s contributions may be distributed to Jaska in accordance with his
distribution election. Employer acknowledges that Jaska was an employee for
purposes of employer contributions to the Plan for fiscal 2004, and such
contributions will be funded in accordance and consistent with Plan-wide
contributions.


 





















 


(e)           Other
Compensation and Benefits. Jaska acknowledges that he has received all
wages, benefits and other forms of compensation to which he was entitled by
virtue of his employment with Employer. Jaska further acknowledges that he
shall not be entitled to receive, and Employer shall not be obligated to pay or
provide him, with any other or additional wages, compensation or benefits not
expressly provided for in this Agreement.


4.             Consulting
Services. The parties agree that Jaska shall provide Employer with
consulting services up to 300 hours per year for a period commencing on the
Separation Date and ending on the second anniversary of the Separation Date
(the “Consulting Term”). Such consulting services shall be mutually agreed to
between Jaska and the CEO, and Jaska shall serve in the capacity of a special
advisor to the CEO. In consideration of his agreement to provide consulting
services, Tetra Tech shall pay Jaska the sum of $150,000 for each annual period
of the Consulting Term. Following the conclusion of each month in which Jaska
renders services, Jaska shall submit an invoice to Tetra Tech which sets forth
the hours of services rendered, which shall be billed at an hourly rate of
$500. To the extent that the aggregate payments to Jaska for an annual period
are less than $150,000, Tetra Tech shall pay the amount of the difference to
Jaska following the conclusion of the annual period. Further, Jaska shall be
reimbursed for the reasonable expenses he incurs in performing such services
during the Consulting Term. Tetra Tech shall also provide Jaska with reasonable
and customary office and administrative support during the Consulting Term,
including computing and communication capability necessary to accomplish the
requested services. In the event that Jaska commences employment with a new
employer during the Consulting Term, the parties agree to mutually accommodate
Jaska’s new employment obligations.


5.             Tax Obligations.
Jaska understands and agrees that, other than statutory withholding identified
in Section 3 above, Jaska is solely responsible for all tax obligations,
including all reporting and payment obligations, that may arise as a
consequence of this Agreement, and the monetary consideration provided to him
pursuant to it. Jaska agrees that he shall indemnify and hold Employer harmless
from any tax liability or penalties that may arise from consulting payments
made pursuant to Section 4 above.


6.             Acknowledgment.
Jaska acknowledges that the severance payment provided in this Agreement is not
required by law, and is not part of a group incentive plan. Such compensation
and benefits are being provided to Jaska in consideration of Jaska entering
into this Agreement, including his release of claims as set forth in Section 8
of this Agreement.


7.             Non-Disclosure
of Trade Secrets. In consideration for the foregoing, Jaska acknowledges
and agrees that he has not revealed and subsequent to the execution of this
Agreement he will not at any time reveal, either directly or indirectly, to any
person, company, business, firm or corporation, nor use for his own purposes,
any trade secret, proprietary information or any confidential information about
Employer, its service, its customers, or its methods of doing business; nor,
within a year from the date of this agreement, will he attempt to induce,
directly or indirectly, any present or future employee of Employer to abandon
his employment with Employer and commence employment with any other employer. Jaska
also hereby acknowledges that the provisions of this Section 7 are necessary
and reasonable.


 


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8.             Release.
In further consideration for the foregoing, Jaska hereby releases and discharges
Employer and each of its directors, officers, agents, servants and employees,
past and present, and each of them (collectively referred to as “Releasees”),
from any and all claims, demands, agreements, contracts, covenants, actions,
suits, causes of action, obligations, debts, expenses, damages, judgments,
orders and liabilities of whatever kind or nature in law, equity or otherwise,
whether now known or unknown, which Jaska now owns or holds or has at any time
heretofore owned or held as against said Releasees; and without limiting the
generality of the foregoing, releases and discharges any and all claims,
demands, agreements, obligations and causes of action, known or unknown by
Jaska, arising out of or in any way connected with any transactions, occurrences,
acts or omissions occurring prior to the date hereof regarding Jaska’s
employment relationship with Employer and/or the termination of that
employment.


The claims that Jaska is releasing include, but are not limited to, any
and all allegations that Employer:


(a)           has
discriminated against Jaska on the basis of age or any other right arising
under the Age Discrimination in Employment Act (“ADEA”), race, color sex
(including sexual harassment), national origin, ancestry , disability,
religion, sexual orientation, marital status, parental status, veteran status,
source of income, entitlement to benefits, union activities, or any other
status protected by local, state or federal laws, constitutions, regulations,
ordinances or executive orders; or


(b)           has
violated, its personnel policies, handbooks or any covenant of good faith and
fair dealing or any contract of employment between Jaska and the Employer; or


(c)           has
violated public policy or common law, including claims for: personal injury;
invasion of privacy; retaliatory discharge; negligent hiring, retention or
supervision; defamation; intentional or negligent infliction of emotional
distress and/or mental anguish; intentional interference with contract;
negligence; detrimental reliance; loss of consortium to Jaska or any member of
Jaska’s family, and/or promissory estoppel; and


(d)           is
in any way obligated for any reason to pay damages, expenses, litigation costs
(including attorney’s fees) wages, bonuses, commissions, disability or other
benefits, vacation pay and sick pay, compensatory damages, punitive damages,
and/or interest.


This release pertains to, but is not limited to, claims arising under
federal, state or local laws prohibiting employment discrimination (including
but not limited to claims under the ADEA, Title VII of the Civil Rights Act of
1964, as amended, and/or the California Fair Employment and Housing Act); the
Older Worker Benefit Protection Act; the Americans with Disabilities Act; the
Labor Management Relations Act; the Family Medical Leave Act; the California
Family Rights Act; claims for overtime compensation under federal and/or state
law; claims under the California Labor Code; and/or claims arising out of any
legal restrictions upon Employer’s right to terminate Jaska’s employment.


9.             Waiver. Section
1542 of the Civil Code of the State of California provides, generally, that a
release does not extend to unknown claims. Specifically, Section 1542 of the
Civil Code of the State of California states as follows:


 


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A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor.


For the purposes of implementing a full and complete
release and discharge of Releasees, Jaska expressly waives and relinquishes all
rights and benefits afforded by Section 1542 of the Civil Code of the State of
California and acknowledges that this Agreement is intended to include and
discharge all claims which Jaska does not know or suspect to exist at the time
of execution of this Agreement related to his employment with Employer and/or
the termination of that employment.


10.           Limitations on
Release. Employer agrees that the release set forth in Sections 8 and 9
above does not include a release of Jaska’s rights under the Indemnity
Agreement dated January 20, 2003 between Jaska and Tetra Tech (the “Indemnity
Agreement”), nor of his rights under Section 2802 of the Labor Code of the
State of California. Employer acknowledges that those rights survive the
termination of Jaska’s employment. Employer further agrees that it will not sue
Jaska for actions he has taken in good faith in the performance of his management
duties.


11.           Delivery and
Release of Employer’s Property. Jaska agrees to deliver, with this executed
Agreement, all records, including daytimers, booklets, memoranda, computer
databases, and all of their contents, that Jaska generated or took into
possession while an employee of Employer, or that Jaska thereafter received
from Employer.


12.           Non-Disparagement.
Jaska agrees that he will not make, or cause to be made, any untrue disparaging
remarks, references, allusions or negative comments pertaining to Employer. Employer
agrees that it will release no untrue public statements that disparage or
denigrate Jaska.


13.           Covenant Not to
Sue. Except for any actions at law or in equity necessary to adjudicate
and/or determine Jaska’s rights under this Agreement, the Indemnity Agreement,
or any federal or state law governing the relationship between Employer, its
directors and officers, and its stockholders, Jaska agrees not to sue Employer
in any forum for any reason, including but not limited to claims, laws or
theories covered by the above waiver and release language. Excepted from this
promise by Jaska not to sue is a good faith challenge to the validity of this
Agreement under the ADEA. If Jaska otherwise sues Employer in violation of this
Agreement, Jaska shall be liable to Employer for its reasonable attorneys’ fees
and other litigation costs incurred in defending against such a suit. Alternatively,
if Jaska sues Employer in violation of this Agreement, Employer can require
Jaska to return all monies and other benefits paid to Jaska pursuant to this
Agreement minus $100.00.


14.           No Re-Employment.
In consideration of the promises made by Employer in this Agreement, Jaska
agrees not to seek or accept future employment from Employer or any of Employer’s
successors, affiliates, or subsidiaries, and that each of these entities has no
obligation to employ or to continue to employ Jaska and may refuse to do so
without any recourse. If Jaska does seek or obtain re-employment, then this
Agreement shall constitute sufficient cause for refusal to hire or for the
termination of any such employment.


 


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15.           Non-Admission.
The parties declare and acknowledge that the execution of this Agreement in no
way shall be construed as an admission of liability by or on behalf of
Employer.


16.           No Representation.
Jaska represents and acknowledges that in executing this Agreement he does not
rely, and has not relied, on any representation or statement by any of the
Releasees or by any of the Releasees’ agents, representatives or attorneys with
regard to the subject matter, basis or effect of this Agreement.


17.           No Pending
Actions. Jaska represents there has been no filing on Jaska’s behalf with
any government agency or court of any claim, charge, or complaint against
Employer or any of the Releasees and that Jaska will not make such a filing at
any time hereafter based upon any events or omissions occurring prior to the
date of execution of this Agreement.


18.           Binding
Agreement. This Agreement shall be binding upon Jaska and his heirs,
administrators, representatives, executors, successors and assigns, and shall
inure to the benefit of Releasees and each of them, and to their heirs,
administrators, representatives, executors, successors, and assigns.


19.           Governing Law.
This Agreement is made and entered into in the State of California, and shall
in all respects be interpreted, enforced and governed under the laws of the
State of California. The language of all parts of this Agreement shall in all
cases be construed as a whole, according to its fair meaning, and not strictly
for or against any of the parties.


20.           Severability.
Should any provision of this Agreement be declared or be determined by any
court to be illegal or invalid, the validity of the remaining parts, terms, or
provisions shall not be affected, and said illegal or invalid part, term, or
provision shall be deemed not to be part of this Agreement.


21.           Consideration
Period. Jaska acknowledges that he has been advised by Employer that
he is entitled to a period of at least twenty-one (21) days within which to
consider this Agreement before signing it, if he wishes. Jaska expressly
acknowledges that he has taken sufficient time to consider this Agreement
before signing it.


22.           Individual
Agreement. This Agreement has been individually negotiated and is not part
of a group exit incentive or other termination program.


23.           Revocation Period.
This Agreement will not become effective or binding on the parties until seven
(7) days after it is signed, during which time Jaska may revoke this Agreement
if he wishes to do so. Any revocation must be in writing and delivered to the
Chief Executive Officer of Employer.


24.           Voluntary
Agreement. Jaska acknowledges that he is fully aware of his right to
discuss any and all aspects of this matter with an attorney of his choice, that
Employer has advised him of that right, that he has carefully read and fully
understands all of the provisions of this Agreement, and that he is voluntarily
entering into this Agreement.


25.           Entire Agreement.
This Agreement sets forth the entire agreement between the parties, and fully
supersedes any and all prior agreements or understandings between the parties
pertaining to the subject matter of the Agreement. Nothwithstanding the
foregoing, nothing


 


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herein shall affect any
rights Jaska may have in any stock option or other benefit plan which has terms
that remain applicable to Jaska following the termination of his employment, or
in the Indemnity Agreement.


26.           No Modification
or Waiver. No modification or waiver of the terms of this Agreement shall
be effective unless it appears in a writing signed by both parties to this
Agreement.


27.           Interpretation of
Agreement. The language of all parts in this Agreement shall be construed
as a whole, according to fair meaning, and not strictly for or against any
party. The headings provided are inserted for the convenience of the parties
and shall not be construed to limit or modify the text of this Agreement.


28.           Successors.
This Agreement shall be binding upon the parties, and their heirs,
representatives, executors, administrators, successors, and assigns, and shall
inure to the benefit of each and all of the Releasees, and to their heirs,
representatives, executors, administrators, successors, and assignees.


29.           Attorneys’
Fees. In the event of any controversy, claim or dispute between Employer
and Jaska arising out of or relating to this Agreement, or the enforcement of
the provisions hereof, the prevailing party shall be entitled to recover its or
his costs and expenses, including but not limited to attorneys’ fees incurred
in connection therewith.


30.           Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument. Furthermore, signatures delivered via facsimile transmission
shall have the same force effect as the originals thereof, except that any
party has the right to insist on receipt of the original signature of the other
party before complying with its own obligations under this Agreement.


PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF
ALL KNOWN AND UNKNOWN CLAIMS.


ACCEPTED AND AGREED TO:


	
   

  	
   

  	
   

  	
   

  	
  TETRA TECH, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Li-San Hwang

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Li-San Hwang

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
  October 7, 2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  /s/ James M. Jaska

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  James M. Jaska

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
  October 7, 2004

  



 


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