TETRA TECH INC

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Other Benefits

Nonqualified Deferred Compensation

Our NEOs are eligible to participate in our nonqualified Deferred Compensation Plan (DCP), which allows eligible employees to defer up to 80% of their base salary, AIP award, and PSU/RSU awards. The plan provides NEOs, other eligible employees, and nonemployee directors with a long-term capital accumulation opportunity because savings accumulate on a pretax basis. Participants may select from a number of investment options. The plan does not offer above-market interest rates. Deferrals are 100% vested. We do not make matching or any other contributions under the plan. Refer to the Nonqualified Deferred Compensation—FY 2023 table on page 65 in this proxy statement and the details set forth following that table for additional information regarding the DCP.

Termination and Change in Control

None of our NEOs has an employment agreement, which reflects our pay for performance philosophy. Subject to the terms of the Tetra Tech, Inc. Change of Control Severance Plan (CIC Severance Plan) described in this section, if an NEO is no longer performing at the expected level, they can be terminated immediately without receiving a contractually guaranteed payment. Our NEOs are eligible to participate in the CIC Severance Plan, which supersedes all prior change in control agreements we had with our NEOs.

Our NEOs are eligible for severance payments upon termination by us “without cause” or by the executive “for good reason,” in each case, during the two-year period following (or, in the case of a termination without cause, 90-day period immediately preceding) a “change in control” of our Company (each, a “qualifying termination”), in accordance with the terms and conditions of the CIC Severance Plan. In the event of such a qualifying termination, the NEO would be eligible for (1) the following lump sum cash severance payments: (a) their current base salary plus target bonus for the fiscal year of employment termination times a multiple (the multiple is 2.0 in the case of Mr. Batrack, 1.5 in the cases of Mr. Burdick and Dr. Shoemaker, and 1.0 in the cases of Messrs. Hopson and Argus); (b) their prorated target bonus for the fiscal year of employment termination; (c) any earned but unpaid bonus for the fiscal year immediately preceding their employment termination; and (d) an amount equal to 102% of the cost of providing medical benefits (health, dental, and vision) to the NEO and the NEO’s dependents for 24 months (in the case of Mr. Batrack), 18 months (in the cases of Mr. Burdick and Dr. Shoemaker), and 12 months (in the cases of Messrs. Hopson and Argus); and (2) full vesting of outstanding unvested stock options, restricted stock, and RSUs that vest solely based on continued employment, and vesting of equity awards that vest in whole or in part on achievement of performance criteria based on actual performance results. No outstanding and unvested equity awards held by our NEOs would automatically vest upon a change in control.

In addition, if a participant’s employment is terminated because of their death or “disability” during the two years following a change in control, the NEO would receive their prorated target bonus for the fiscal year of employment termination and any earned but unpaid bonus for the preceding fiscal year. All payments are contingent on the execution of a release and continued compliance with certain restrictive covenants set forth in the CIC Severance Plan.

The payments and benefits provided for under the CIC Severance Plan would be reduced to the extent that they would trigger excise taxes under Section 4999 of the Internal Revenue Code, unless the NEO would be better off on an after-tax basis after taking into account all taxes, receiving the full amount of the payments and benefits. In this case, the payment and benefits would not be reduced. In no event is the Company obligated to provide any tax gross up or similar payment to the NEO.

Refer to the Potential Payments Upon Termination or Change in Control section on page 65 in this proxy statement for additional information regarding change in control events and outstanding awards granted to the NEOs.

Compensation Setting Process and Tools

Process

Each November, following the conclusion of our fiscal year on or about September 30, the Compensation Committee meets to determine the compensation for each NEO as follows: (1) the base salary is set for the succeeding year; (2) the variable AIP award is determined for the prior fiscal year and a new AIP award target is determined for the succeeding fiscal year; and (3) the LTI awards are granted for the succeeding fiscal year. Accordingly, in November 2022, the Compensation Committee determined the base salaries for FY 2023, the AIP awards for FY 2022 based on FY 2022 performance, and the LTI and AIP targets for FY 2023. In November 2023, the Compensation Committee determined the base salaries for FY 2024, the AIP awards for FY 2023 based on FY 2023 performance, and the LTI and AIP targets for FY 2024.

Tetra Tech 2024 Proxy Statement 51