Common use of Good Reason; Other Than for Cause Clause in Contracts

Good Reason; Other Than for Cause. If, during the Term, the ---------------------------------- Company shall terminate Executive's employment for any reason other than either (i) Cause or (ii) Disability, or the Executive shall terminate his employment for Good Reason, the Company shall (A) in the event of such termination of employment on or before the LTIP Program Date, pay to Executive the amount of Executive's LTIP Award, payable within 30 days following the LTIP Program Date, (B) (i) pay to Executive an amount equal to the Base Salary as in effect immediately preceding the Date of Termination, that the Executive would have received for the period of 18 months following Executive's Date of Termination (the "Continuation Period"), and (ii) pay to Executive an amount equal to 1.5 times the average of (x) Executive's target bonus under the ABP for the year in which Executive's Date of Termination occurs and (y) the annual bonus under the ABP for the year immediately preceding the year in which Executive's Date of Termination occurs, and (iii) pay to Executive the pro rata portion of Executive's ABP award for the year of termination of employment, provided that the Company's performance, or where applicable, the Group's performance, warrants such award, and (C) provide Executive during the Continuation Period with continued coverage under the Company's health, life and disability insurance plans, provided that Executive continues to contribute the employee share of the cost applicable to such coverage and, provided such benefits are secondary to any other coverage obtained by Executive during such coverage period. Executive must advise the Company of any other coverage obtained during the Continuation Period. Amounts payable to Executive pursuant to subparagraph (B) above shall be paid in a lump sum within 30 days following Executive's Date of Termination unless Executive elects more than 120 days before the Date of Termination to defer their receipt pursuant to the nonqualified deferred compensation arrangement described in Section 5(e) hereof.

Good Reason; Other Than for Cause. If, during the Term, the ---------------------------------- Company shall terminate Executive's employment for any reason other than either (i) Cause or (ii) Disability, or the Executive shall terminate his employment for Good Reason, the Company shall (A) in the event of such termination of employment on or before the LTIP Program Date, pay to Executive the amount of Executive's LTIP Award, payable within 30 days following the LTIP Program Date, (B) (i) pay to Executive an amount equal to the Base Salary as in effect immediately preceding the Date of Termination, that the Executive would have received for the period of 18 24 months following Executive's Date of Termination (the "Continuation Period"), and (ii) pay to Executive an amount equal to 1.5 times the average of (x) Executive's target bonus under the ABP for the year in which Executive's Date of Termination occurs and (y) the annual bonus under the ABP for the year immediately preceding the year in which Executive's Date of Termination occurs, and (iii) pay to Executive the pro rata portion of Executive's ABP award for the year of termination of employment, provided that the Company's performance, or where applicable, the Group's performance, warrants such award, and (C) provide Executive during the Continuation Period with continued coverage under the Company's health, life and disability insurance plans, provided that Executive continues to contribute the employee share of the cost applicable to such coverage and, provided such benefits are secondary to any other coverage obtained by Executive during such coverage period. Executive must advise the Company of any other coverage obtained during the Continuation Period. Amounts payable to Executive pursuant to subparagraph (B) above shall be paid in a lump sum within 30 days following Executive's Date of Termination unless Executive elects more than 120 days before the Date of Termination to defer their receipt pursuant to the nonqualified deferred compensation arrangement described in Section 5(e) hereof.

Good Reason; Other Than for Cause. If, during the Term, the ---------------------------------- Company shall terminate Executive's employment for any reason other than either (i) Cause or (ii) Disability, or the Executive shall terminate his employment for Good Reason, the Company shall (A) in the event of such termination of employment on or before the LTIP Program Date, pay to Executive the amount of Executive's LTIP Award, payable within 30 days following the LTIP Program Date, (B) (i) pay to Executive an amount equal to the Base Salary as in effect immediately preceding the Date of Termination, that the Executive would have received for the period of 18 24 months following Executive's Date of Termination (the "Continuation Period"), and (ii) pay to Executive an amount equal to 1.5 times the average of (x) Executive's target bonus under the ABP for the year in which Executive's Date of Termination occurs and (y) the annual bonus under the ABP for the year immediately preceding the year in which Executive's Date of Termination occurs, and (iii) pay to Executive the pro rata portion of Executive's ABP award for the year of termination of employment, provided that the Company's performance, or where applicable, the Group's performance, warrants such award, and (C) provide Executive during the Continuation Period with continued coverage under the Company's health, life and disability insurance plans, provided that Executive continues to contribute the employee share of the cost applicable to such coverage and, provided such benefits are secondary to any other coverage obtained by Executive during such coverage period. Executive must advise the Company of any other coverage obtained during the Continuation Period. Amounts payable to Executive pursuant to subparagraph (B) above shall be paid in a lump sum within 30 days following Executive's Date of Termination unless Executive elects more than 120 days before the Date of Termination to defer their receipt pursuant to the nonqualified deferred compensation arrangement described in Section 5(e) hereof.

Good Reason; Other Than for Cause. If, during the TermEmployment Period, the ---------------------------------- Company shall terminate terminates the Executive's ’s employment Other Than For Cause or the Executive terminates employment for any reason other than either Good Reason under Section 6(c) above, the Executive shall receive the following benefits: (i) Cause or A cash lump sum payment equal to $3,960,000 to be adjusted on a pro-rata basis consistent with adjustments to base salary during the term; (ii) Disability, or A cash lump sum payment equal to a pro rata portion of the Executive’s bonus for the year in which the Date of Termination occurs determined by multiplying the amount the Executive shall terminate his would have received based on actual performance had employment for Good Reasoncontinued through the date of payment, without any reduction due to exercise of negative discretion, by a fraction, the Company shall (A) numerator of which is the number of days in the event of such termination of employment on or before the LTIP Program Date, pay to Executive the amount of Executive's LTIP Award, payable within 30 days following the LTIP Program Date, (B) (i) pay to Executive an amount equal to the Base Salary as in effect immediately preceding then current fiscal year through the Date of Termination, that and the Executive would have received denominator of which is 365, and such payment shall be made at the same time as bonuses are paid to other officers of the Company for such year; (iii) A cash lump sum payment equal to the Executive’s bonus for the period of 18 months following Executive's Date of Termination (the "Continuation Period"), and (ii) pay to Executive an amount equal to 1.5 times the average of (x) Executive's target bonus under the ABP for the year in which Executive's Date of Termination occurs and (y) the annual bonus under the ABP for the fiscal year immediately preceding the fiscal year in which Executive's the Date of Termination occurs, and if such bonus had not then been paid as of the Date of Termination, which such payment to be made at the same time as bonuses are paid to other officers of the Company for such year; and (iiiiv) pay A cash lump sum payment equal to Executive the pro rata portion of Executive's ABP award for the year of termination of employment, provided that the Company's performance, or where applicable, the Group's performance, warrants such award, and (C) provide Executive during the Continuation Period with continued coverage under the Company's health, life and disability insurance plans, provided that Executive continues to contribute the employee share 102% of the cost applicable of providing one year of medical benefits (health, dental and vision) to such coverage and, the Executive and his dependents substantially similar to those provided such benefits are secondary to any other coverage obtained by the Executive during such coverage period. Executive must advise the Company of any other coverage obtained during the Continuation Period. Amounts payable and his dependents immediately prior to Executive pursuant to subparagraph (B) above shall be paid in a lump sum within 30 days following Executive's Date of Termination unless Executive elects more than 120 days before the Date of Termination Termination. (v) All outstanding and unvested stock option and restricted stock awards subject solely to defer their receipt pursuant time-based vesting shall vest in full and any restrictions or forfeiture provisions applicable to restricted stock awards shall lapse, notwithstanding the nonqualified deferred compensation arrangement described provisions of the Tetra Tech, Inc. 2005 Equity Incentive Plan (or any successor plan) or any award agreements between the Executive and the Company thereunder, subject to Section 5. Equity awards which vest in whole or part on achievement of performance criteria shall vest based on actual performance results. This Section 5(e7(a)(v) hereofshall not alter the remaining term of any option. For purposes of this Agreement, references to restricted stock shall also include restricted stock units. If the Executive’s employment is terminated under Section 6(d)(ii), any acceleration of vesting for time-based awards shall occur on a Change in Control. For avoidance of doubt, the amount of payments to be provided under this Section 7(a) shall be determined without regard to any action that constitutes Good Reason under Section 6(c)(i) of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any equity plan or individual agreement evidencing an equity award, the terms of this Agreement (including, but not limited to, the definition of “Change in Control”) shall prevail, subject to Section 5.

Good Reason; Other Than for Cause. If, If during the TermEmployment Period, (A) the ---------------------------------- Company shall terminate the Executive's ’s employment for any reason other than either (i) Cause for Cause, death or Disability or (iiB) Disability, or the Executive shall terminate his employment for with Good Reason, : (i) the Company shall (A) in the event of such termination of employment on or before the LTIP Program Date, pay to the Executive the amount of Executive's LTIP Award, payable within 30 days following after the LTIP Program DateDate of Termination the sum of (1) the Executive’s accrued but unpaid Base Salary and any accrued but unpaid Annual Bonus through the Date of Termination (2) the cash bonus described in Section 3(b)(vii), to the extent not previously paid, and the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(vi) but have not yet been reimbursed by the Company as of the Date of Termination (Bcollectively, the “Obligations”); (ii) (i) the Company shall pay to the Executive an amount equal to the sum of (A) 1.5 times the Executive’s then-current Base Salary as at the highest rate in effect during the 12 – month period immediately preceding the Date of Termination, that Termination and (B) 30% of the Annual Bonus paid or payable to the Executive would have received for the most recently completed calendar year, payable in substantially equal installments in accordance with the Company’s regularly established payroll practice during the twelve (12) month period of 18 months following Executive's the Date of Termination (the "Continuation Period"), and (ii) pay to Executive an amount equal to 1.5 times the average of (x) Executive's target bonus under the ABP for the year in which Executive's Date of Termination occurs and (y) the annual bonus under the ABP for the year immediately preceding the year in which Executive's Date of Termination occurs, and Termination; (iii) pay the Company shall continue to provide the benefits to the Executive the pro rata portion of Executive's ABP award for the year of termination of employment, provided that the Company's performance, or where applicable, the Group's performance, warrants such award, and (Cset forth in Section 3(b)(iv) provide Executive above during the Continuation Period with continued coverage under the Company's health, life and disability insurance plans, provided that Executive continues to contribute the employee share of the cost applicable to such coverage and, provided such benefits are secondary to any other coverage obtained by Executive during such coverage period. Executive must advise the Company of any other coverage obtained during the Continuation Period. Amounts payable to Executive pursuant to subparagraph twelve (B12) above shall be paid in a lump sum within 30 days month period following Executive's Date of Termination unless Executive elects more than 120 days before the Date of Termination to defer their receipt pursuant Termination; and (iv) to the nonqualified deferred compensation arrangement described extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice, contract or agreement (other than any severance plan, program, policy or practice, contract or agreement) of the Company and its affiliates and subsidiaries (such amounts and benefits, the “Other Benefits”) in Section 5(e) hereofaccordance with the terms and normal procedures of each such plan, program, policy or practice, contract or agreement, based on accrued benefits through the Date of Termination.