EX-10.9







Exhibit 10.9



Michael Baker Corporation



Airside Business Park

100 Airside Drive

Moon Township, PA 15108



(412) 269-6300




September 18, 2008




Craig O. Stuver

Senior Vice President, Corporate Controller and Treasurer

Michael Baker Corporation

Airside Business Park

100 Airside Drive

Moon Township, PA 15108




Dear Craig:



As we discussed, I am sorry to hear that you are considering leaving Michael Baker Corporation. In
acknowledgement of your willingness to assist us with an orderly transition in the event you
determine to leave Baker, Baker is prepared to offer you the following arrangement:





	1.	 	For each month (or part of a month exceeding two weeks) you stay with the Corporation
beginning September 1, 2008, the Corporation will pay you an additional one and one-half
months compensation upon your departure and the Cobra cost of your medical insurance for one
and one-half month after your departure. The payments for Cobra cost will be grossed up to
cover your Federal and state tax liability on such payments. For example, if you stay with
the Corporation through November 30, 2008, you will receive an additional four and one-half
months compensation plus four and one-half months Cobra cost upon your departure. This
benefit will be capped based upon four months of additional service or service through
December 31, 2008, so while you may elect to stay with the Corporation thereafter, you will
only be eligible for up to six months of such supplementary compensation and payments, which
will be paid in the first pay cycle in 2009 following the end of the four months whether you
are leaving at that time or have decided to stay on longer.






	2.	 	In addition, should you stay with the Corporation through December 31, 2008, you will be
eligible for any bonus payments you would otherwise have received for 2008 performance, such
payments, if any, to be made at the same time the Corporation makes 2008 bonus payments to its
other eligible employees.






	3.	 	Any payments you receive under this letter agreement shall be in addition to any severance
payments to which you may be entitled under the Corporation’s Policy regarding Reductions in
Force, which appears at Section 5.1.3 of the Corporation’s Policy Manual. I have attached a
copy of this Section as Exhibit A to this letter for your ready reference. Based upon your
qualifying years of service, if you are otherwise entitled to severance under the Policy, you
will receive a severance payment equal to nine (9) weeks of compensation based upon your
compensation on the day you cease to be employed by the Corporation.






	4.	 	You will continue to be an employee at will and may be terminated by the Corporation with or
without cause at any time. However, you will be provided with two weeks advance notice of any
termination without cause, and in such event will receive the same payments under this letter
agreement that you would receive if you had continued with the Corporation 




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	 	 	through December
31, 2008. You may be terminated for cause at any time without advance notice. In the event
you are terminated for cause, you will receive only the payments previously earned under this
letter agreement, unless you are terminated by the Corporation for fraud or the commission of
a felony or crime involving moral turpitude, in which case you will not be entitled to any
such payments.






	5.	 	In the event, you elect to leave the Corporation or are terminated without cause, you may
keep your current laptop computer and blackberry.






	6.	 	Once you have decided upon the date you intend to leave the Corporation, you agree to
provide the Corporation two weeks advance notice of your departure addressed to the attention
of Mike Ziemianski, Chief Resource Officer.




I trust you find this arrangement satisfactory. Again, I appreciate your willingness to work
with us in making any necessary transition of your responsibilities as smooth as possible. Assuming you
agree, kindly countersign this letter and the enclosed copy in the space provided and return one
fully-signed original to my attention. The other fully-signed original is for your records.




	 	 	 	 	 
	Very truly yours,



MICHAEL BAKER CORPORATION

 	 
	/s/ Bradley L. Mallory
 	 
	Bradley  L. Mallory 	 
	President and Chief Executive Officer 	 
	 
	ACKNOWLEDGED AND AGREED:

 	 
	/s/ Craig O. Stuver
 	 
	Craig O. Stuver 	 



Date: 9/18/8




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EXHIBIT A




5.1.3 Reduction in Force (RIF)



Baker may implement a reduction in force and may choose to terminate or lay off employees
due to changes in duties, organizational changes, and lack of funds, lack of work or other
reasons deemed appropriate by Baker.



All full time and part time employees (not temporary) are eligible to receive severance pay
based on years of service. Human Resources will provide the specific details in relation to
severance pay due to a reduction in force, credit for service with re-hires following a reduction
in force (or repeated hires and reductions in force). Severance payments are detailed below.




	 	 	 
	YEARS OF SERVICE	 	SEVERANCE PAY
	0-2       
	 	2 weeks
	3-5       
	 	3 weeks
	6-8       
	 	4 weeks
	9-10     
	 	5 weeks
	11-12    
	 	6 weeks
	13-14    
	 	7 weeks
	15-16    
	 	8 weeks
	17-18    
	 	9 weeks
	19-20    
	 	10 weeks
	Over 20
	 	12 weeks





Part time employees will receive severance pay at a prorated amount based on their regularly
scheduled work hours.



Years of service is determined by the employee’s adjusted service date. Any partial year of
service will count as a full year for the purpose of calculating severance.



If an employee has received severance pay, is re-hired by Baker and then subsequently
terminated again, additional severance pay will be calculated based on the employee’s rehire
date.



Employees terminated due to a reduction in force will be paid for all accrued unused vacation time.




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