0001047469-05-012810 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 2nd, 2005 • Veritas DGC Inc • Oil & gas field exploration services • Texas

This Employment Agreement (this “Agreement”) is made and entered into by and between Veritas DGC Inc., a Delaware corporation (hereinafter referred to as “Employer”), and Vincent M. Thielen, an individual currently resident in Houston, Texas (hereinafter referred to as “Employee”), effective as of September 23, 2003 (the “Effective Date”).

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INDEMNITY AGREEMENT
Indemnification Agreement • May 2nd, 2005 • Veritas DGC Inc • Oil & gas field exploration services • Delaware

WHEREAS, the Company and Indemnitee desire that Indemnitee continue to serve as a director and/or officer of the Company; and

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 2nd, 2005 • Veritas DGC Inc • Oil & gas field exploration services • Texas

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into by and between Veritas DGC Inc., a Delaware corporation (the “Company”) and (the “Holder”) on this day of , 200 pursuant to the Veritas DGC Inc. Share Incentive Plan (the “Plan”), which is incorporated by reference herein in its entirety.

VERITAS DGC INC. SHARE INCENTIVE PLAN DEFERRED SHARE UNIT AWARD AND DEFERRAL AGREEMENT
Deferred Share Unit Award Agreement • May 2nd, 2005 • Veritas DGC Inc • Oil & gas field exploration services • Texas

THIS AWARD AGREEMENT (this “Agreement”) is made between Veritas DGC Inc., a Delaware corporation (“Veritas”), and (the “Holder”) effective as of January 1, 20 (the “Effective Date”). Veritas considers that its interests will be served by granting the Holder Deferred Share Units (“DSU’s”) under the Veritas DGC Inc. Share Incentive Plan (the “Plan”). The award of DSU’s granted hereby (the “Award”) is subject to the terms of the Plan, a copy of which is attached hereto and incorporated by reference herein. Capitalized terms that are not specifically defined in this Agreement shall have the meanings ascribed to them in the Plan.

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