Section 4.02. Designation of Groups. Any employee who is designated by theCommittee as a Participant for a Plan Year may be assigned as a member of one of the followingGroups:       Group 1. Participants in Group 1 may include the Company’s executive officers, including Divisional, Department or Office Managers.   Group 2. Participants in Group 2 may include Project Managers.   Group 3. Participants in Group 3 may include any employee who is designatedas a Participant in the Plan and who is not otherwise assigned as a member ofGroup 1 or 2.          Section 4.03. Incentive Programs. The following Incentive Programs may beadministered under the Plan: **•** The Corporate Incentive Program;  **•** The Engineering Incentive Program;  **•** The Project Manager Incentive Program; and  **•** The Discretionary Incentive Program.All Group 1 Participants are eligible to participate in the Corporate Incentive Program or theEngineering Incentive Program, if offered; provided that if such program(s) are not offered Group 1Participants shall be eligible to participate in the Discretionary Incentive Program, if offered.All Group 2 Participants are eligible to participate in the Project Manager Incentive Plan, ifoffered; provided that if such program is not offered Group 2 Participants shall be eligible toparticipate in the Discretionary Incentive Program, if offered. All Group 3 Participants areeligible to participate in the Discretionary Incentive Program, if offered. Notwithstanding theforegoing, the Committee may elect to offer the discretionary bonus program as provided in Section5.06 hereof, in lieu of any or all of such Incentive Programs.          Section 4.04. Termination of Employment.               (a) Except as provided in Section 4.05 of the Plan, a Participant whose employment with theCompany and all subsidiaries is terminated, either voluntarily, by mutual agreement or byinvoluntary termination for cause following the end of a Plan Year but prior to the payment of anIncentive Award for such Plan Year will forfeit all right to such unpaid Incentive Awards, exceptas otherwise determined by the Committee or its delegate; provided further that a Participant whoseemployment is terminated by the Company and all subsidiaries involuntarily other than for causefollowing the end of a Plan Year shall not forfeit all right to such unpaid Incentive Awards.               (b) Except as provided in Section 4.05 of the Plan, a Participant whose employment with theCompany and all subsidiaries is terminated voluntarily, by mutual agreement or involuntarily forcause at any time during a Plan Year shall forfeit all rights to any Incentive Awards for the PlanYear during which termination occurs. A Participant whose employment is terminated by the Companyand all subsidiaries involuntarily other than for cause on or before June 30 of any Plan Year shallforfeit all rights to any Incentive Awards for the Plan Year during which termination occurs;provided further that a Participant whose employment is terminated by the Company and allsubsidiaries involuntarily other than for cause after June 30 of a Plan Year shall be entitled to apro-rated Incentive Award for the period of employment,
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subject to the other terms and conditions of the Plan and the achievement of the applicablePerformance Goals.               (c) All incentive awards that are forfeited as provided in Section 4.04 (a) and (b) above maybe allocated to or among remaining plan participants within the discretion of the Committee.          Section 4.05. Death, Disability or Retirement. If, during a Plan Year, aParticipant dies or becomes disabled, within the meaning of Section 409A(a)(2)(C) of the InternalRevenue Code of 1986, as amended, or retires after attainment of at least age 55 and with at least10 years of service with the Company and/or its subsidiaries, the Committee may, in its discretionor under such rules as it may prescribe, make a partial or full Incentive Award to the Participantfor the Plan Year provided that the applicable Performance Goals were achieved.          Section 4.06. New Participants. New employees of the Company or anywholly-owned subsidiary of the Company hired after June 30 of a Plan Year and designated forparticipation will become Group 3 Participants during such Plan Year. New employees hired on orbefore June 30 and designated for participation may participate (on a pro-rated basis) in any Groupduring such Plan Year based upon achievement of Group qualification metrics.     Section 5. Incentive Targets, Incentive Awards and Performance Goals.Incentive payment targets and performance goals may be established, as provided in this Section 5,for any program other than the Discretionary Incentive Program or discretionary bonus program and,may, to the extent determined by the Committee, be applicable to such discretionary programs.          Section 5.01. Incentive Targets. Each Participant under the Plan may beassigned an incentive payment target (an “Incentive Target”) that shall be determined basedon market competitive levels, and which may be expressed as a percentage of the Participant’s basesalary or other basis, as related to the level of achievement attained. Incentive Targets shall bedetermined within 30 days after the commencement of each Plan Year and approved by the Committee.The Incentive Targets for the current Plan Year are attached hereto as Attachment A.          Section 5.02. Incentive Awards. No incentive award payment (“IncentiveAward”) may exceed the Participant’s Incentive Target. Payment of any Incentive Award underthe Plan shall be contingent upon (i) the achievement of the Main Company Performance Goals(measured at target), as defined in Section 5.03(a) of the Plan, for the Plan Year, (ii) theachievement of the applicable Participant Performance Goals, as defined in Section 5.03 of thePlan, for the particular Incentive Program in which the Participant is a member for the Plan Year,(iii) the Participant’s receiving an overall “Meets Expectations” rating on the values/workstandards portion of his or her Company performance review form for the Plan Year and (iv) thedetermination of the amount payable under Section 5.05 of the Plan.     Section 5.03. Performance Goals.               (a) Company Performance Goals. Within 30 days after the commencement of a Plan Year,the Committee shall establish specific performance goals for the Company (“Company PerformanceGoals”), which may be based upon one or more of the following objective performance measuresand expressed in either, or a combination of, absolute values or rates of change: earnings pershare, earnings per share growth rates, return on total capital, stock price, revenues, costs, netincome, operating income, income before taxes, operating margin, cash flow, market share, return onequity, return on assets and total shareholder return. The Committee shall designate one or moreof such Performance Goals as the main Company Performance Goals (the “Main Company PerformanceGoals”) and the
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weighting among the various Performance Goals established. The Company Performance Goals areattached hereto as Attachment B. In order for any Incentive Awards to be paid to Participants inany Incentive Program with respect to a Plan Year, the Main Company Performance Goals establishedby the Committee for such Plan Year (measured at target) must be achieved.               (b) Divisional Performance Goals. Within 30 days after the commencement of a PlanYear, the Committee may establish specific performance goals for the Company’s divisions orbusiness units (“Divisional Performance Goals”), which may be based upon one or more of thefollowing objective performance measures and expressed in either, or a combination of, absolutevalues or rates of change: revenues, costs, net income, operating income, income before taxes,operating margin, cash flow, market share, return on equity or return on assets. The DivisionalPerformance Goals are attached hereto as Attachment C.               (c) Participants’ Performance Goals. Within 90 days after the commencement of thePlan Year, the Committee may establish performance goals for the Participants in each of theIncentive Programs (“Participant Performance Goals”) as follows: (i) Corporate Incentive Program. TheParticipant Performance Goals for all Participants in the CorporateIncentive Program shall be the Company Performance Goals and, in thecase of Group 1 Participants who are Divisional Managers, DivisionalPerformance Goals, weighted per Attachment F.  (ii) Engineering Incentive Program. TheParticipant Performance Goals for all Participants in the EngineeringIncentive Program shall be the Engineering Performance Goals and, inthe case of Group 1 Participants who are Engineering Managers,Engineering Performance Goals, weighted per Attachment F.  (iii) Project Manager Incentive Program.The Participant Performance Goals for each Group 2 Participant in theProject Manager Incentive Program shall be (x) the Main CompanyPerformance Goals and (y) the level of achievement of budgeted projectprofits measured for the Plan Year on those particular projects forwhich the Participant is primarily responsible, weighted per AttachmentF.  (iv) Discretionary Incentive Program. TheParticipant Performance Goals for the Participants in the DiscretionaryIncentive Program shall be (x) the Main Company Performance Goals and(y) other goals as established by the Committee in its discretion,weighted per Attachment F.               (d) When the Participant Performance Goals are established, the Committee shall also specifythe manner in which the level of achievement of such Participant Performance Goals shall becalculated. The Committee may determine that unusual items or certain specified events oroccurrences, including changes in accounting standards or tax laws, shall be excluded from thecalculation, or may within their discretion adjust the performance goals.          Section 5.04. Discretion. The Committee shall have no discretion to increaseany Incentive Target or Incentive Award payable that would otherwise be due upon attainment of the
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Performance Goals, but the Committee may in its discretion reduce or eliminate such IncentiveTarget or Incentive Award.          Section 5.05. Determination of Incentive Award. The amount of aParticipant’s Incentive Award for a Plan Year, if any, shall be determined by the Committee or itsdelegate, in its discretion, after considering the level of achievement of the Company PerformanceGoals, and the extent to which that achievement results in funding of incentive awards, theapplicable Participant Performance Goals, the Participant’s Incentive Target for such level ofachievement, and the other terms of the Plan.          Section 5.06. Determination of Other Bonuses. The Committee may grant, fromtime to time in its sole discretion, a bonus to any Participant based on any criteria itdetermines. Such bonus, if specifically designated by the Committee as payable under this Plan,shall be subject to such provisions of the Plan as it shall specify.     Section 6. Payment to Participants.          Section 6.01. Timing of Payment. Any Incentive Award for a Plan Year shallbe paid to the Participant, or in the case of death to the Participant’s beneficiary, within 21/2months following the end of such Plan Year in which the right to payment is no longer subject to asubstantial risk of forfeiture. Notwithstanding the foregoing, in the event such amount isconditioned upon a separation from service and not compensation the Participant could receivewithout separating from service, then no such payments may be made to the Participant who is a“specified employee” under section 409A of the Internal Revenue Code of 1986, as amended, until thefirst day following the six-month anniversary of the Participant’s termination.          Section 6.02. Beneficiary Designation. The deemed beneficiary of aParticipant for this Plan will be the beneficiary elected by the Participant under the Company’sLife Insurance Plan; provided that a Participant may elect a different beneficiary by filing acompleted designation of beneficiary form with the Committee or its delegate in the formprescribed. Such designation may be made, revoked or changed by the Participant at any time beforedeath but such designation of beneficiary will not be effective and supersede all priordesignations until it is received and acknowledged by the Committee or its delegate. If theCommittee has any doubt as to the proper beneficiary to receive payments hereunder, the Committeeshall have the right to withhold such payments until the matter is finally adjudicated. However,any payment made in good faith shall fully discharge the Committee, the Company, its subsidiariesand the Board from all further obligations with respect to that payment.          Section 6.03. Tax Withholding. All Incentive Awards and bonuses shall besubject to Federal income, FICA, and other tax withholding as required by applicable law.     Section 7. Miscellaneous.          Section 7.01. No Recourse. If the actual level of achievement of anyPerformance Goal taken into account for determination of an Incentive Award is found to beincorrect by the Company’s independent certified public accountants and was more than the correctamount, there shall be no recourse by the Company against any person or estate. However, theCompany shall have the right to correct such error by reducing any subsequent payments yet to bemade under the Plan for current and future Plan Years by the entire excess amount of any IncentiveAwards paid over the correct amounts.          Section 7.02. Merger or Consolidation. All obligations for amounts earnedbut not yet paid under the Plan shall survive any merger, consolidation or sale of all orsubstantially all of the Company’s or a subsidiary’s assets to any entity, and be the liability ofthe successor to
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the merger or consolidation or the purchaser of assets, unless otherwise agreed to by theparties thereto.          Section 7.03. Gender and Number. The masculine pronoun whenever used in thePlan shall include the feminine and vice versa. The singular shall include the plural and theplural shall include the singular whenever used herein unless the context requires otherwise.          Section 7.04. Construction. The provisions of the Plan shall be construed,administered and governed by the laws of the Commonwealth of Pennsylvania, including its statute oflimitations provisions, but without reference to conflicts of law principles. Titles of Sectionsof the Plan are for convenience of reference only and are not to be taken into account whenconstruing and interpreting the provisions of the Plan.          Section 7.05. Non-alienation. Except as may be required by law, neither theParticipant nor any beneficiary shall have the right to, directly or indirectly, alienate, assign,transfer, pledge, anticipate or encumber (except by reason of death) any amount that is or may bepayable hereunder, including in respect of any liability of a Participant or beneficiary foralimony or other payments for the support of a spouse, former spouse, child or other dependent,prior to actually being received by the Participant or beneficiary hereunder, nor shall theParticipant’s or beneficiary’s rights to benefit payments under the Plan be subject in any mannerto anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, orgarnishment by creditors of the Participant or beneficiary or to the debts, contracts, liabilities,engagements, or torts of any Participant or beneficiary, or transfer by operation of law in theevent of bankruptcy or insolvency of the Participant or any beneficiary, or any legal process.          Section 7.06. No Employment Rights. Neither the adoption of the Plan nor anyprovision of the Plan shall be construed as a contract of employment between the Company or asubsidiary and any employee or Participant, or as a guarantee or right of any employee orParticipant to future or continued employment with the Company or a subsidiary, or as a limitationon the right of the Company or a subsidiary to discharge any of its employees with or withoutcause. Specifically, designation as a Participant does not create any rights, and no rights arecreated under the Plan, with respect to continued or future employment or conditions of employment.          Section 7.07. Minor or Incompetent. If the Committee determines that anyParticipant or beneficiary entitled to a payment under the Plan is a minor or incompetent by reasonof physical or mental disability, it may, in its sole discretion, cause any payment thereafterbecoming due to such person to be made to any other person for his benefit, without responsibilityto follow application of amounts so paid. Payments made pursuant to this provision shallcompletely discharge the Company, its subsidiaries, the Plan, the Committee and the Board.          Section 7.08. Illegal or Invalid Provision. In case any provision of thePlan shall be held illegal or invalid for any reason, such illegal or invalid provision shall notaffect the remaining parts of the Plan, but the Plan shall be construed and enforced without regardto such.          Section 7.09. Amendment or Termination of this Plan. The Board shall havethe right to amend or terminate the Plan at any time, provided that any amendment or terminationshall not affect any Incentive Awards earned but unpaid. No employee or Participant shall have anyvested right to payment of any Incentive Award hereunder prior to its payment. The Company shallnotify affected employees in writing of any amendment or Plan termination.          Section 7.10. Unsecured Creditor. The Plan constitutes a mere promise by theCompany or a subsidiary to make benefit payments in the future. The Company’s and the
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subsidiaries’ obligations under the Plan shall be unfunded and unsecured promises to pay. TheCompany and the subsidiaries shall not be obligated under any circumstance to fund their respectivefinancial obligations under the Plan. Any of them may, in its discretion, set aside funds in atrust or other vehicle, subject to the claims of its creditors, in order to assist it in meetingits obligations under the Plan, if such arrangement will not cause the Plan to be considered afunded deferred compensation plan. To the extent that any Participant or beneficiary or otherperson acquires a right to receive payments under the Plan, such right shall be no greater than theright, and each Participant and beneficiary shall at all times have the status, of a generalunsecured creditor of the Company or a subsidiary.
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