EX-10.1






Exhibit 10.1




MICHAEL BAKER CORPORATION




2008 INCENTIVE COMPENSATION PLAN 




     Section 1. Purpose. The purpose of the Michael Baker Corporation 2008
Incentive Compensation Plan (the “Plan”) is to provide for an incentive payment opportunity
to employees of Michael Baker Corporation (the “Company”) and its subsidiaries, which may
be earned upon the achievement of established financial performance goals. By providing a payment
based upon profitability, the Company will establish rewards based on the overall performance of
the Company and the individual contribution of each employee.



     Section 2. Effective Date. The effective date of this Plan is January 1,
2008. The Plan will remain in effect from year to year (each calendar year shall be referred to
herein as a “Plan Year”) until formally amended or terminated in writing by the Company’s
Board of Directors (the “Board”).



     Section 3. Administration of the Plan.



          Section 3.01. Committee. Full power and authority to administer, construe
and interpret the Plan, and any incentive program described within the Plan (any “Incentive
Program”) shall be vested in the Compensation Committee of the Board (the “Committee”).
The Committee may delegate to any agent as it deems appropriate to assist it with the
administration of the Plan. Any determination, action or records of the Committee shall be final,
conclusive and binding on all Plan Participants, as defined in Section 3.04 of the Plan, and their
beneficiaries, heirs, personal representatives, executors and administrators, and upon the Company
and all other persons having or claiming to have any right or interest in or under the Plan.




          Section 3.02. Rules and Regulations. The Committee may, from time to time,
establish rules, forms and procedures of general application for the administration of the Plan and
each Incentive Program. The Committee shall determine the Targets and Awards, as defined in
Sections 5.01 and 5.02 of the Plan, designate the employees who are to participate in the Plan and
determine the Group to which a Participant is assigned, as defined in Section 4.02 of the Plan.




          Section 3.03. Quorum. A majority of the members of the Committee shall
constitute a quorum for purposes of transacting business relating to the Plan. The acts of a
majority of the members present (in person, or by conference telephone) at any meeting of the
Committee at which there is a quorum, or acts reduced to and approved unanimously in writing by all
of the Committee members, shall be valid acts of the Committee.




          Section 3.04. Notice of Participation. Each employee shall receive notice
informing the employee of the Plan and specifying the group in which the employee is designated to
participate. Designation of participation does not guarantee a participant (a
“Participant”) that an Incentive Award will be earned, or that such Participant will
continue to participate in the same group for the current Plan Year (based upon the achievement of
Group qualification metrics) or for future Plan Years.




     Section 4. Eligibility, Groups and Incentive Programs.



          Section 4.01. Eligibility. Any employee of the Company or any wholly-owned
subsidiary of the Company shall be eligible to participate in the Plan upon written designation by
the Committee as provided in Section 3.04, excluding employees who are covered under a foreign
government regulated bonus plan.




 









 








          Section 4.02. Designation of Groups. Any employee who is designated by the
Committee as a Participant for a Plan Year shall be a member of one of the following Groups:





	 	Group 1. 	 	Participants in Group 1 shall be the Company’s executive officers,
including Divisional, Department or Office Managers.
	 
	 	Group 2. 	 	Participants in Group 2 shall be Project Managers.
	 
	 	Group 3. 	 	Participants in Group 3 shall be any employee who is designated as
a Participant in the Plan and who is not otherwise a member of Group 1 or 2.
	 
	 	Group 4. 	 	Participants in Group 4 shall be employees of the Energy Division.




With respect to a Participant who moves to or from a Group during a Plan Year, such Participant
shall be treated as a member of each Group for the period of time in that Group during the Plan
Year, and the actual achievement of any Performance Goals, as defined in Section 5.03 of the Plan,
established with respect to participation in each Group shall be used to calculate the pro-rated
Incentive Award applicable for the period of time in each Group.




          Section 4.03. Incentive Programs. The following Incentive Programs shall be
administered under the Plan:





	 	•	 	The Corporate Incentive Program;
	 
	 	•	 	The Engineering Incentive Program;
	 
	 	•	 	The Project Manager Incentive Program;
	 
	 	•	 	The Energy Incentive Program; and
	 
	 	•	 	The Discretionary Incentive Program.




All Group 1 Participants shall participate in the Corporate Incentive Program or the Engineering
Incentive Program. All Group 2 Participants shall participate in the Project Manager Incentive
Plan. All Group 3 Participants shall participate in the Discretionary Incentive Program. All
Group 4 Participants shall participate in the Energy Incentive Program. Notwithstanding the
foregoing, the Committee may elect to offer the discretionary bonus program as provided in Section
5.06 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 the
Company and all subsidiaries is terminated, either voluntarily, by mutual agreement or by
involuntary termination for cause following the end of a Plan Year but prior to the payment of an
Incentive Award for such Plan Year will forfeit all right to such unpaid Incentive Awards, except
as otherwise determined by the Committee or its delegate; provided further that a Participant whose
employment is terminated by the Company and all subsidiaries involuntarily other than for cause
following 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 the
Company and all subsidiaries is terminated voluntarily, by mutual agreement or involuntarily for
cause at any time during a Plan Year shall forfeit all rights to any



 









 







Incentive Awards for the Plan Year during which termination occurs. A Participant whose
employment is terminated by the Company and all subsidiaries involuntarily other than for cause on
or before June 30 of any Plan Year shall forfeit 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 all subsidiaries involuntarily other than for cause after June 30 of
a Plan Year shall be entitled to a pro-rated Incentive Award for the period of employment, subject
to the other terms and conditions of the Plan and the achievement of the applicable Performance
Goals.



               (c) All incentive awards that are forfeited as provided in Section 4.04 (a) and (b) above
shall be allocated evenly to all remaining plan participants excluding the Company’s Chief
Executive Officer and the next four highest paid officers that are included within Group 1 as
defined in Section 4.02 of the Plan.



          Section 4.05. Death, Disability or Retirement. If, during a Plan Year, a
Participant dies or becomes disabled, within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended, or retires after attainment of at least age 55 and with at least
10 years of service with the Company and/or its subsidiaries, the Committee may, in its discretion
or under such rules as it may prescribe, make a partial or full Incentive Award to the Participant
for the Plan Year provided that the applicable Performance Goals were achieved.




          Section 4.06. New Participants. New employees of the Company or any
wholly-owned subsidiary of the Company hired after June 30 of a Plan Year and designated for
participation will become a Group 3 Participant during such Plan Year. New employees hired on or
before June 30 and designated for participation may participate (on a pro-rated basis) in any Group
during such Plan Year based upon achievement of Group qualification metrics.




     Section 5. Incentive Targets, Incentive Awards and Performance Goals.



          Section 5.01. Incentive Targets. Each Participant under the Plan shall be
assigned an incentive payment target (an “Incentive Target”) that shall be determined based
on market competitive levels, and which may be expressed as a percentage of the Participant’s base
salary or a percentage of project profits, as related to the level of achievement attained.
Incentive Targets shall be determined 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 (“Incentive
Award”) may exceed the Participant’s Incentive Target. Payment of any Incentive Award under
the 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) the
achievement of the applicable Participant Performance Goals, as defined in Section 5.03 of the
Plan, 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/work
standards portion of his or her Company performance review form for the Plan Year and (iv) the
determination 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 the Plan
Year, the Committee shall establish specific performance goals for the Company (“Company
Performance Goals”), which may be based upon one or more of the following objective performance
measures and expressed in either, or a combination of, absolute values or rates of change:
earnings per share, earnings per share growth rates, return on total



 









 







capital, stock price, revenues, costs, net income, operating income, income before taxes,
operating margin, cash flow, market share, return on equity, return on assets and total shareholder
return. The Committee shall designate one or more of such Performance Goals as the main Company
Performance Goals (the “Main Company Performance Goals”) and the weighting among the
various Performance Goals established. The Company Performance Goals are attached hereto as
Attachment B. In order for any Incentive Awards to be paid to Participants in any Incentive
Program with respect to a Plan Year, the Main Company Performance Goals established by the
Committee for such Plan Year (measured at target) must be achieved.



               (b) Divisional Performance Goals. Within 30 days after the commencement of a Plan
Year, the Committee shall establish specific performance goals for the Company’s divisions
(“Divisional Performance Goals”), which may be based upon one or more of the following
objective performance measures and expressed in either, or a combination of, absolute values 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 Divisional Performance
Goals are attached hereto as Attachment C.



               (c) Participants’ Performance Goals. Within 90 days after the commencement of the
Plan Year, the Committee shall establish performance goals for the Participants in each of the
Incentive Programs (“Participant Performance Goals”) as follows:




	 	(i)	 	Corporate Incentive Program. The
Participant Performance Goals for all Participants in the Corporate
Incentive Program shall be the Company Performance Goals and, in the
case of Group 1 Participants who are Divisional Managers, Divisional
Performance Goals, weighted per Attachment F.
	 
	 	(ii)	 	Engineering Incentive Program. The
Participant Performance Goals for all Participants in the Engineering
Incentive Program shall be the Engineering Performance Goals and, in
the 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 the
Project Manager Incentive Program shall be (x) the Main Company
Performance Goals and (y) the level of achievement of budgeted project
profits measured for the Plan Year on those particular projects for
which the Participant is primarily responsible, weighted per Attachment
F.
	 
	 	(iv)	 	Energy Incentive Program. The
Participant Performance Goals for all Participants in the Energy
Incentive Program shall be the Energy Performance Goals and, in the
case of Group 1 Participants who are Energy Managers, Energy
Performance Goals, weighted per Attachment F.
	 
	 	(v)	 	Discretionary Incentive Program. The
Participant Performance Goals for the Participants in the Discretionary
Incentive 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 specify
the manner in which the level of achievement of such Participant Performance Goals shall be
calculated. The Committee may determine that unusual items or certain specified events or
occurrences, including changes in accounting standards or tax laws, shall be excluded from the
calculation, or may within their discretion adjust the performance goals.



          Section 5.04. Discretion. The Committee shall have no discretion to increase
any Incentive Target or Incentive Award payable that would otherwise be due upon attainment of the
Performance Goals, but the Committee may in its discretion reduce or eliminate such Incentive
Target or Incentive Award.




          Section 5.05. Determination of Incentive Award. The amount of a
Participant’s Incentive Award for a Plan Year, if any, shall be determined by the Committee or its
delegate in accordance with the level of achievement of the applicable Participant Performance
Goals, the Participant’s Incentive Target for such level of achievement, and the other terms of the
Plan. Provided the conditions set forth in Section 5.02 are achieved for any Plan Year, Incentive
Awards payable shall be calculated as a percentage of each of the respective Incentive Targets,
such percentage being equal to (i) 80% of the extent, if any, to which the Company’s income before
taxes exceeds the Company Performance Goal target for such item, as identified on Attachment B,
divided by (ii) the cumulative total of all Incentive Targets, expressed in terms of dollar
amounts, assigned under the Plan for such Plan Year.




          Section 5.06. Determination of Other Bonuses. The Committee may grant, from
time to time in its sole discretion, a bonus to any Participant based on any criteria it
determines. 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 shall
be paid to the Participant, or in the case of death to the Participant’s beneficiary, within 21/2
months following the end of such Plan Year in which the right to payment is no longer subject to a
substantial risk of forfeiture. Notwithstanding the foregoing, in the event such amount is
conditioned upon a separation from service and not compensation the Participant could receive
without 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 the
first day following the six-month anniversary of the Participant’s termination.




          Section 6.02. Beneficiary Designation. The deemed beneficiary of a
Participant for this Plan will be the beneficiary elected by the Participant under the Company’s
Life Insurance Plan; provided that a Participant may elect a different beneficiary by filing a
completed designation of beneficiary form with the Committee or its delegate in the form
prescribed. Such designation may be made, revoked or changed by the Participant at any time before
death but such designation of beneficiary will not be effective and supersede all prior
designations until it is received and acknowledged by the Committee or its delegate. If the
Committee has any doubt as to the proper beneficiary to receive payments hereunder, the Committee
shall 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 subsidiaries
and the Board from all further obligations with respect to that payment.




          Section 6.03. Tax Withholding. All Incentive Awards and bonuses shall be
subject 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 any
Performance Goal taken into account for determination of an Incentive Award is found to be
incorrect by the Company’s independent certified public accountants and was more than the correct
amount, there shall be no recourse by the Company against any person or estate. However, the
Company shall have the right to correct such error by reducing any subsequent payments yet to be
made under the Plan for current and future Plan Years by the entire excess amount of any Incentive
Awards paid over the correct amounts.




          Section 7.02. Merger or Consolidation. All obligations for amounts earned
but not yet paid under the Plan shall survive any merger, consolidation or sale of all or
substantially all of the Company’s or a subsidiary’s assets to any entity, and be the liability of
the successor to the merger or consolidation or the purchaser of assets, unless otherwise agreed to
by the parties thereto.




          Section 7.03. Gender and Number. The masculine pronoun whenever used in the
Plan shall include the feminine and vice versa. The singular shall include the plural and the
plural 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 of
limitations provisions, but without reference to conflicts of law principles. Titles of Sections
of the Plan are for convenience of reference only and are not to be taken into account when
construing and interpreting the provisions of the Plan.




          Section 7.05. Non-alienation. Except as may be required by law, neither the
Participant 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 be
payable hereunder, including in respect of any liability of a Participant or beneficiary for
alimony 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 the
Participant’s or beneficiary’s rights to benefit payments under the Plan be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment 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 the
event 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 any
provision of the Plan shall be construed as a contract of employment between the Company or a
subsidiary and any employee or Participant, or as a guarantee or right of any employee or
Participant to future or continued employment with the Company or a subsidiary, or as a limitation
on the right of the Company or a subsidiary to discharge any of its employees with or without
cause. Specifically, designation as a Participant does not create any rights, and no rights are
created 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 any
Participant or beneficiary entitled to a payment under the Plan is a minor or incompetent by reason
of physical or mental disability, it may, in its sole discretion, cause any payment thereafter
becoming due to such person to be made to any other person for his benefit, without responsibility
to follow application of amounts so paid. Payments made pursuant to this provision shall
completely discharge the Company, its subsidiaries, the Plan, the Committee and the Board.




 









 








          Section 7.08. Illegal or Invalid Provision. In case any provision of the
Plan shall be held illegal or invalid for any reason, such illegal or invalid provision shall not
affect the remaining parts of the Plan, but the Plan shall be construed and enforced without regard
to such.




          Section 7.09. Amendment or Termination of this Plan. The Board shall have
the right to amend or terminate the Plan at any time, provided that any amendment or termination
shall not affect any Incentive Awards earned but unpaid. No employee or Participant shall have any
vested right to payment of any Incentive Award hereunder prior to its payment. The Company shall
notify affected employees in writing of any amendment or Plan termination.




          Section 7.10. Unsecured Creditor. The Plan constitutes a mere promise by the
Company or a subsidiary to make benefit payments in the future. The Company’s and the
subsidiaries’ obligations under the Plan shall be unfunded and unsecured promises to pay. The
Company and the subsidiaries shall not be obligated under any circumstance to fund their respective
financial obligations under the Plan. Any of them may, in its discretion, set aside funds in a
trust or other vehicle, subject to the claims of its creditors, in order to assist it in meeting
its obligations under the Plan, if such arrangement will not cause the Plan to be considered a
funded deferred compensation plan. To the extent that any Participant or beneficiary or other
person acquires a right to receive payments under the Plan, such right shall be no greater than the
right, and each Participant and beneficiary shall at all times have the status, of a general
unsecured creditor of the Company or a subsidiary.