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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

  Filed by the Registrant ý

 
Filed by a Party other than the Registrant o

 
Check the appropriate box:

 
o
 
Preliminary Proxy Statement

 
o
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 
ý
 
Definitive Proxy Statement

 
o
 
Definitive Additional Materials

 
o
 
Soliciting Material Pursuant to §240.14a-12


Tetra Tech, Inc.
(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
          
    (2)   Aggregate number of securities to which transaction applies:
          
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

          
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Fee paid previously with preliminary materials.

o
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 
 
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LOGO

January 15, 2015

DEAR TETRA TECH STOCKHOLDERS:

        You are cordially invited to attend the Annual Meeting of Stockholders of Tetra Tech, Inc., which will be held at the Westin Pasadena, 191 N. Los Robles Avenue, Pasadena, California 91101, on Thursday, March 5, 2015, at 10:00 a.m. Pacific Time.

        Details of the business to be conducted at the annual meeting are given in the Notice of Annual Meeting of Stockholders and the proxy statement.

        We use the Internet as our primary means of furnishing proxy materials to our stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a notice with instructions for accessing the proxy materials and voting via the Internet. The notice also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. Internet transmission and voting are designed to be efficient, minimize cost and conserve natural resources.

        Whether or not you plan to attend the annual meeting, please vote as soon as possible. As an alternative to voting in person at the annual meeting, you may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting by any of these methods will ensure your representation at the annual meeting.

        Thank you for your continued support of Tetra Tech. We look forward to seeing you at the annual meeting.

   
SIGNATURE
    Dan L. Batrack
Chairman and Chief Executive Officer

Pasadena, California

YOUR VOTE IS IMPORTANT

In order to ensure your representation at the annual meeting, you may submit your proxy and voting instructions via the Internet, by telephone or, if you receive a paper proxy card and voting instructions by mail, you may vote your shares by completing, signing and dating the proxy card as promptly as possible and returning it in the enclosed envelope. Please refer to the section entitled "Voting via the Internet, by Telephone or by Mail" on page 3 of the proxy statement for a description of these voting methods. If your shares are held by a bank or brokerage firm (your record holder) and you have not given your record holder instructions to do so, your broker will NOT be able to vote your shares with respect to any matter other than ratification of the appointment of the independent registered public accounting firm. We strongly encourage you to vote.

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LOGO


3475 East Foothill Boulevard
Pasadena, California 91107


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held March 5, 2015


        The Annual Meeting of Stockholders of Tetra Tech, Inc., a Delaware corporation, will be held on Thursday, March 5, 2015, at 10:00 a.m. Pacific Time, at the Westin Pasadena, 191 N. Los Robles Avenue, Pasadena, California 91101, for the following purposes:

        These items of business are more fully described in the proxy statement. The record date for determining those stockholders who will be entitled to notice of, and to vote at, the annual meeting and any adjournments or postponements thereof is January 9, 2015. A list of stockholders entitled to vote at the annual meeting will be available for inspection at our principal executive offices at the address listed above.

        Whether or not you plan to attend the annual meeting, please vote as soon as possible. As an alternative to voting in person at the annual meeting, you may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing a completed proxy card. For detailed information regarding voting instructions, please refer to the section entitled "Voting via the Internet, by Telephone or by Mail," on page 3 of the proxy statement. You may revoke a previously delivered proxy at any time prior to the annual meeting. If you decide to attend the annual meeting and wish to change your proxy vote, you may do so automatically by voting in person at the annual meeting.

    BY ORDER OF THE BOARD OF DIRECTORS

 
 

GRAPHIC

Janis B. Salin
Senior Vice President, General Counsel and Secretary
Pasadena, California
January 15, 2015 		   

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TABLE OF CONTENTS

 
  Page

GENERAL INFORMATION

  1

PURPOSE OF MEETING

  1

VOTING

  1

INTERNET AVAILABILITY OF PROXY MATERIALS

  4

PROPOSAL NO. 1: ELECTION OF DIRECTORS

  5

Vote Required

  5

Board Composition, Skills and Experience

  6

Business Experience and Qualifications of Nominees

  7

Chairman Emeritus

  10

Independent Directors

  10

Corporate Governance

  10

Board Leadership Structure

  12

The Role of the Board of Directors in Risk Oversight and Management Continuity

  12

Board Meetings and Board Committees

  13

Director Compensation

  17

Non-Employee Director Stock Ownership

  20

Fiscal 2015 Director Compensation

  20

Stockholder Communications with the Board of Directors

  20

Recommendation of the Board of Directors

  20

PROPOSAL NO. 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

  21

Vote Required

  22

Recommendation of the Board of Directors

  22

PROPOSAL NO. 3: APPROVAL OF THE 2015 EQUITY INCENTIVE PLAN

  23

Description of the 2015 Plan

  23

U.S. Tax Consequences under the 2015 Plan

  29

Key Metrics Related to the Existing Plans

  31

New Plan Benefits

  31

Vote Required

  32

Recommendation of the Board of Directors

  32

PROPOSAL NO. 4: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  33

Principal Accountant Fees and Services

  33

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

  33

Vote Required

  34

Recommendation of the Board of Directors

  34

OWNERSHIP OF SECURITIES

  35

Equity Compensation Plan Information

  36

Section 16(a) Beneficial Ownership Reporting Compliance

  37

EXECUTIVE COMPENSATION AND RELATED INFORMATION

  38

Compensation Discussion and Analysis

  38

Compensation Committee Report

  59

Compensation Committee Interlocks and Insider Participation

  59

Summary of Compensation

  59

Potential Payments Upon Termination or Change in Control

  64

Assumptions Regarding the Tables

  66

Confidentiality

  69

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  69

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  Page

REPORT OF THE AUDIT COMMITTEE

  71

STOCKHOLDER PROPOSALS FOR 2016 ANNUAL MEETING OF STOCKHOLDERS

  72

PROXY SOLICITATION AND COSTS

  72

STOCKHOLDERS SHARING THE SAME ADDRESS

  72

FORM 10-K

  73

OTHER MATTERS

  73

Appendix A—TETRA TECH, INC. 2015 EQUITY INCENTIVE PLAN

  A-1

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LOGO


3475 East Foothill Boulevard
Pasadena, California 91107


PROXY STATEMENT


        These proxy materials are provided in connection with the solicitation of proxies by our Board of Directors. The proxies are for use at our 2015 Annual Meeting of Stockholders to be held at 10:00 a.m. Pacific Time on Thursday, March 5, 2015, at the Westin Pasadena, 191 N. Los Robles Avenue, Pasadena, California 91101. The proxies will remain valid for use at any meetings held upon adjournment or postponement of that meeting.

        The Notice of Annual Meeting, this proxy statement and our Annual Report for the fiscal year ended September 28, 2014, have been made available to all stockholders entitled to notice and to vote at the annual meeting. The Annual Report is not incorporated into this proxy statement and is not considered proxy soliciting material. The Annual Report is posted at the following website addresses: www.tetratech.com and www.proxyvote.com .


PURPOSE OF MEETING

        The annual meeting will be held for the following purposes:


VOTING

Voting Rights

        Only stockholders of record of our common stock on January 9, 2015 (the "Record Date") will be entitled to vote at the annual meeting. Stockholders who hold shares in "street name" may vote at the annual meeting only if they hold a valid proxy from their broker. On the Record Date, there were 62,102,681 shares of common stock outstanding.

        A majority of the outstanding shares of common stock entitled to vote at the annual meeting must be present or represented by proxy at the annual meeting in order to have a quorum. Stockholders of record who are present at the meeting in person or by proxy and who abstain from voting, including brokers

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holding customers' shares of record who cause abstentions to be recorded at the meeting, will be included in the number of stockholders present at the meeting for purposes of determining whether a quorum is present.

        Each stockholder of record is entitled to one vote at the annual meeting for each share of common stock held by such stockholder on the record date. In the election of directors, each director must be elected by the vote of the holders of a majority of the votes cast for the election of directors. A majority of the votes cast means that the number of votes cast "for" a director must exceed the number of votes cast "against" that director. Stockholders may not cumulate votes in the election of directors. A properly executed proxy marked "withhold authority" with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. For Proposals 2, 3 and 4, the affirmative vote of the holders of a majority of the shares of common stock present or represented by proxy and entitled to vote on the item will be required for approval. A properly executed proxy marked "abstain" with respect to any matter, as applicable, will not be voted, although it will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have the effect of a negative vote.

        For shares held in "street name" through a broker or other nominee, the broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon. Thus, if stockholders do not give their broker or nominee specific instructions, their shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval. Shares represented by such "broker non-votes" will, however, be counted in determining whether there is a quorum.

        If the persons present or represented by proxy at the annual meeting constitute the holders of less than a majority of the outstanding shares of common stock as of the Record Date, the annual meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum. The inspector of elections appointed for the annual meeting will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

Admission to Meeting

        You are entitled to attend the annual meeting if you were a stockholder of record or a beneficial owner of our common stock on the Record Date, or you hold a valid legal proxy for the annual meeting. If you are a stockholder of record, you may be asked to present valid picture identification, such as a driver's license or passport, for admission to the annual meeting.

        If your shares are registered in the name of a bank or brokerage firm (your record holder), you may be asked to provide proof of beneficial ownership as of the Record Date, such as a brokerage account statement, a copy of the Notice of Internet Availability of Proxy Materials or voting instruction form provided by your bank, broker or other holder of record, or other similar evidence of ownership, as well as picture identification, for admission. If you wish to be able to vote in person at the annual meeting, you must obtain a legal proxy from your brokerage firm, bank or other holder of record and present it to the inspector of elections with your ballot at the annual meeting.

Recommendations of the Board of Directors

        Our Board of Directors recommends that you vote:

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Voting via the Internet, by Telephone or by Mail

        Holders of shares of our common stock whose shares are registered in their own name with our transfer agent, Computershare Investor Services, are record holders. As an alternative to voting in person at the annual meeting, record holders may vote via the Internet, by telephone or, for those stockholders who receive a paper proxy card in the mail, by mailing a completed proxy card.

        For those record holders who receive a paper proxy card, instructions for voting via the Internet, telephone or by mail are set forth on the proxy card. Stockholders who elect to vote by mail should sign and mail the proxy card in the addressed, postage paid envelope that was enclosed with the proxy materials, and your shares will be voted at the annual meeting in the manner you direct. In the event that you return a signed proxy card on which no directions are specified, your shares will be voted

        Stockholders whose shares are not registered in their own name with Computershare are beneficial holders of shares held in street name. Such shares may be held in an account at a bank or at a brokerage firm (your record holder). As the beneficial holder, you have the right to direct your record holder how to vote your shares, and you will receive instructions from your record holder that must be followed in order for your record holder to vote your shares per your instructions. Many banks and brokerage firms have a process for their beneficial holders to provide instructions via the Internet or by telephone. If Internet or telephone voting is unavailable from your record holder, please complete and return the enclosed voting instruction card in the addressed, postage paid envelope provided. If your shares are held beneficially in street name and you have not given your record holder voting instructions, your record holder will not be able to vote your shares with respect to any matter other than ratification of the appointment of our independent registered public accounting firm. Shares held beneficially in street name may be voted by you in person at the annual meeting only if you obtain from your record holder a legal proxy giving you the right to vote such shares.

        For those stockholders who receive a Notice of Internet Availability of Proxy Materials (described under "Internet Availability of Proxy Materials" below), the Notice of Internet Availability of Proxy Materials provides information on how to access your proxy, which contains instructions on how to vote via the Internet or by telephone. If you received a Notice of Internet Availability, you can request a printed copy of your proxy materials by following the instructions contained in the notice.

Revocation of Proxies

        You may revoke or change a previously delivered proxy at any time before the annual meeting by delivering another proxy with a later date, by voting again via the Internet or by telephone, or by delivering written notice of revocation of your proxy to our Secretary at our principal executive offices before the beginning of the annual meeting. You may also revoke your proxy by attending the annual meeting and voting in person, although attendance at the annual meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If you hold shares through a bank or brokerage firm, you must contact that bank or brokerage firm to revoke any prior voting instructions. You also may revoke any prior voting instruction by voting in person at the annual meeting if you obtain a legal proxy as described under "Admission to Meeting" above.

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INTERNET AVAILABILITY OF PROXY MATERIALS

        In accordance with Securities and Exchange Commission ("SEC") rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our proxy statement and annual report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. This makes the proxy distribution process more efficient and less costly, and helps conserve natural resources. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent via email unless you change your election.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

        The names of persons who are nominees for director and their positions with us are set forth in the table below. The proxy holders intend to vote all proxies received by them for the nominees listed below unless otherwise instructed.

        Our Board has nine members. We believe a limited number of directors helps maintain personal and group accountability. Our Board is independent in composition and outlook, comprised of independent directors, other than the Chief Executive Officer. Each of the nine current directors has been nominated for election by the Board of Directors upon recommendation by the Nominating and Corporate Governance Committee and has decided to stand for election.

        No arrangement or understanding exists between any nominee and any other person or persons pursuant to which any nominee was or is to be selected as a director or nominee. The nominees do not have any family relationship among themselves or with any of our executive officers.

        The following table presents information concerning the nominees.

Name
  Age   Position
Dan L. Batrack     56   Chairman, Chief Executive Officer and President
Hugh M. Grant     78   Director
Patrick C. Haden     61   Director
J. Christopher Lewis     58   Presiding Director
Kimberly E. Ritrievi     56   Director
Albert E. Smith     65   Director
J. Kenneth Thompson     63   Director
Richard H. Truly     77   Director
Kirsten M. Volpi     50   Director

Vote Required

        Our bylaws provide for a majority voting standard in elections of directors. As such, a nominee for director will be elected to the Board of Directors to serve until the next annual meeting of stockholders, and until his or her successor has been duly elected and qualified, if the number of shares voted for the nominee exceeds the number of shares voted against the nominee and also represents the affirmative vote of a majority of the required quorum. The required quorum for a meeting of our stockholders is a majority of the outstanding shares of common stock.

        The majority voting standard will apply to the election taking place at the meeting. Consequently, in order to be elected, a nominee must receive more votes "for" than "against" and the number of votes "for" must be at least a majority of the required quorum. Proxies may not be voted for more than nine directors, and stockholders may not cumulate votes in the election of directors. In the event any nominee is unable or declines to serve as a director at the time of the meeting, the proxies will be voted for any nominee who may be designated by the Board of Directors to fill the vacancy, if any. As of the date of this proxy statement, the Board of Directors is not aware that any nominee is unable or will decline to serve as a director. If you hold shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote so that your vote can be counted on this proposal.

        Should any of the nominees fail to receive the vote required to be elected in accordance with our bylaws, that director must promptly tender his or her resignation to the Board of Directors, which resignation will be irrevocable until either accepted or rejected by the Board. In that event, the Nominating and Corporate Governance Committee will make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will then act on the

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tendered resignation, taking into account the Nominating and Corporate Governance Committee's recommendation, and publicly disclose its decision regarding the tendered resignation and the rationale behind the decision within ninety (90) days from the date of the certification of the election results.

Board Composition, Skills and Experience

        Our individual Board members have varied expertise and bring extensive professional experience from both within and outside our industry. This provides our Board with an extensive collective skill set, which is advantageous to the Board's oversight of our company. While the industry-specific expertise possessed by certain of our Board members is essential, we also benefit from the viewpoints of our directors with expertise outside our industry. These varied perspectives expand the Board's ability to provide relevant guidance to our business.

        Our Board acts as a coherent team and fosters an environment that allows individual insights to contribute to the group consensus. It is focused on long-term company success and maintains an effective dialogue with management through constructive relationships that provide timely and appropriate deliberation. Each Board member has knowledge and insight that provides guidance concerning our business, with particular focus on succession planning, corporate strategy, executive compensation, risk management and operating performance.

        Listed below are key skills and experience that we consider important for our directors to have in light of our current business and structure.

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Business Experience and Qualifications of Nominees

         Mr. Batrack joined our predecessor in 1980. He has served as our Chief Executive Officer ("CEO") and a director since November 2005, and was named Chairman in January 2008. He has also served as our President since October 2008. Mr. Batrack has served in numerous capacities over the last 34 years, including project scientist, project manager, operations manager, senior vice president and president of an operating unit. He has managed complex programs for many small and Fortune 500 clients, both in the United States and internationally. Mr. Batrack holds a B.A. degree in Business Administration from the University of Washington.

        Mr. Batrack provides to the Board executive leadership and vision, together with an extensive network of client and industry relationships. His thorough knowledge of our business, strategy, people, operations, competition and financial position, as evidenced by our growth during his tenure as CEO, provides us with strong leadership focused on long-term performance and stockholder value.

         Mr. Grant joined our Board in January 2003. He spent approximately 38 years with Ernst & Young LLP (and its predecessor, Arthur Young & Company) where, among other things, he was Vice-Chairman and Regional Managing Partner of the Western United States, which had 2,000 employees. While at Ernst & Young, Mr. Grant served as the audit partner in charge of several large public companies, including those in the engineering and construction, and defense industries. He also served on Ernst & Young's Management Committee for ten years. Mr. Grant retired from Ernst & Young in 1996. Mr. Grant also serves as a director and chairman of the audit committee of a non-profit entity.

        Mr. Grant has an in-depth understanding of the preparation and analysis of financial statements, and is considered an "audit committee financial expert" under SEC rules, based on his lengthy experience as a certified public accountant practicing public accounting. Mr. Grant's extensive accounting and financial knowledge is an invaluable asset to the Board in its oversight of the integrity of our financial statements, the financial reporting process and our system of internal controls. In addition, he has leadership and management experience, which is complemented by his prior service as a public company outside director.

         Mr. Haden has been a member of our Board since December 1992. Since August 2010, Mr. Haden has served as the Athletic Director of the University of Southern California. From 1987 to August 2010, he was a general partner of Riordan, Lewis & Haden ("RLH"), a Los Angeles-based private equity firm that invests in high-growth middle market enterprises. During his tenure at RLH, he was a director of several portfolio companies. Since 2006, Mr. Haden has served as Chairman of the Board, and on several committees, of TCW Strategic Income Fund, Inc., a diversified, closed-end management investment company, and The TCW Funds, a registered investment company. Since 2012, he has served as a director and a member of the audit committee of Met West Funds, which is part of The TCW Funds. Mr. Haden also serves on the board of the Rose Hills Foundation, the Fletcher Jones Foundation and the Unihealth Foundation.

        Mr. Haden brings to the Board his affiliation with a prestigious university, together with his demonstrated abilities in leadership, management and motivation. Through his prior relationship with RLH, he provides significant experience in finance and investment, and in M&A transactions. Mr. Haden's service as a director of a public company board brings cross-board experience. He is also an attorney.

         Mr. Lewis has been a member of our Board since February 1988. He currently serves as the Presiding Director of our Board and, as such, chairs the executive sessions of Board meetings. Mr. Lewis co-founded RLH, and has been its Managing Director since 1982. From 1999 to 2009, he served as a director of SM&A, a provider of management consulting, proposal management and program support services. Mr. Lewis currently serves as a director, and on the audit and compensation committees, of several privately held companies, including The Chartis Group, RGM Group, Bluewolf Group and Silverado Senior Living.

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        As a Managing Director of a private equity firm, and as a director of several companies, Mr. Lewis brings to the Board significant senior leadership, management, operational and financial experience. He has extensive experience in evaluating new business opportunities, which strengthens our ability to select strategic acquisitions. Mr. Lewis also brings experience as a public company outside director.

         Dr. Ritrievi has been a member of our Board since November 2013. She is currently President of The Ritrievi Group LLC where she has advised technology and chemical companies on financial strategies. From 2001 to 2004, she served as Co-Director of Americas Investment Research at Goldman, Sachs & Co. Prior to that, Dr. Ritrievi was a Specialty Chemicals Analyst at Goldman, Sachs & Co., Credit Suisse First Boston, Lehman Brothers and Paine Webber (now UBS Wealth Management). She started her career as a process development engineer at ARCO Chemical. Since 2001, Dr. Ritrievi has served on the board of the Harvard School of Dental Medicine. From 2005 to 2009, she served on the board, and on the finance and resources committee, of Princeton University. Dr. Ritrievi received her doctorate in Chemical Engineering from the Massachusetts Institute of Technology ("MIT"), and holds a master's degree in Management from the MIT Sloan School of Management.

        Dr. Ritrievi provides to the Board more than two decades of experience in corporate finance, and financial and M&A strategies. She also brings an engineering background, specifically in the area of chemical engineering, which allows her to understand our business from a technical perspective. Dr. Ritrievi also adds executive experience in management and technology consulting, together with investor analyst experience.

         Mr. Smith has been a member of our Board since May 2005. He served as Chairman from March 2006 to January 2008, after having served as Vice Chairman since September 2005. Mr. Smith is a former member of the U.S. Secretary of Defense's Defense Science Board, serving from 2002 to 2005. He was an Executive Vice President of Lockheed Martin and head of its Integrated Systems & Solutions business until 2004. From 1999 to 2003, Mr. Smith was Executive Vice President of Lockheed Martin's Space Systems Company. Prior to that, he was President of Government Systems at Harris Corporation. Mr. Smith has also worked for the Central Intelligence Agency, where he received the Intelligence Medal of Merit. He has served as a director of the Curtiss-Wright Corporation, a multinational provider of highly engineered products and services, since 2006, and is currently a member of its finance, and directors, nominating and governance committees. Mr. Smith has served as a director of CDI Corporation, a professional services company, since 2008, and is currently a member of its finance and compensation committees. He has served on the board of Siteworx, LLC, a provider of technology consulting services, since July 2014. Mr. Smith also served on the Board of Trustees of Aerospace Corporation from 2005 to 2007.

        Mr. Smith has over 20 years of executive, management and operational experience, including his leadership roles with us and at Lockheed Martin Corporation. He brings broad knowledge of the federal defense industry, specifically in the areas of aerospace, systems and processes, and the engineering services business. Mr. Smith has an engineering degree, which gives him a technical understanding of our business. In addition, he has experience as a director of other public companies, which positions him to provide his insights into a variety of corporate governance practices and other board functions.

         Mr. Thompson joined our Board in April 2007. Since 2000, he has been the President/Chief Executive Officer and a co-owner of Pacific Star Energy, LLC, a private energy investment firm in Alaska. Mr. Thompson served as Managing Director of the Alaska Venture Capital Group LLC, a private oil and gas exploration firm, from 2004 to 2012. From 1998 to 2000, he was the Executive Vice President for ARCO's Asia-Pacific Region. In this role, Mr. Thompson led ARCO's Asia-Pacific operating companies. In previous positions, Mr. Thompson was head of ARCO's oil and gas research and technology center, and was responsible for global technology strategy and energy technology transfer to more than 20 countries. Mr. Thompson served in various technical and management roles at ARCO from 1974 to 2000. Mr. Thompson has served as a director of Alaska Air Group, Inc., a holding company for Alaska Airlines

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and Horizon Air Industries, since 1999, and is a member of its compensation (chair) and safety committees. He has served as a director of Coeur Mining, Inc. since 2002, and is a member of its governance/nominating, audit and safety/environmental (chair) committees. Mr. Thompson has served as a director of Pioneer Natural Resources Company, a large independent oil and gas exploration and production company, since August 2011, and is a member of its governance/nominating, compensation and safety/environmental (chair) committees. He also serves on the board of Provision Ministry Group, a non-profit organization.

        Through Mr. Thompson's various executive positions, including the role of chief executive officer, he brings to the Board leadership, risk management, operations, strategic planning, engineering, environmental, safety and regulatory experience. He also brings expertise in mining and in oil and gas, our fastest growing commercial sector, in which we are expanding our environmental and process engineering practices. Mr. Thompson also has experience as a director of other public companies, which enables him to provide insights into a variety of strategic planning, risk management, compensation, finance and governance practices.

         Admiral Truly joined our Board in April 2003. He is the former Executive Vice President of Midwest Research Institute ("MRI"). Prior to joining MRI in 1997, Admiral Truly was Vice President of the Georgia Institute of Technology, and Director of the Georgia Tech Research Institute, from 1992 to 1997. From 1989 to 1992, he served as the eighth Administrator of the National Aeronautics and Space Administration ("NASA") under President George H.W. Bush, and prior to that, he had a distinguished career in the U.S. Navy and NASA, retiring from the Navy as Vice Admiral. Admiral Truly was an astronaut with NASA and piloted the Columbia , commanded the Challenger, and in 1986 led the investigation of the Challenger accident. Admiral Truly was awarded the Presidential Citizens Medal, has served on the Defense Policy Board and Army Science Board, and is a member of the National Academy of Engineering. From 2005 to 2010, he served as a director of Xcel Energy, Inc., an electric power and natural gas utility. Admiral Truly also served on Xcel's finance, governance, compensation and nominating, and nuclear environmental and safety committees during his tenure. He has served as a director and member of the compensation committee of Suntricity Corporation, a private company, since 2011. Admiral Truly also serves on the boards, and on various committees, of Regis University and the Colorado School of Mines.

        As a retired Vice Admiral of the U.S. Navy, Admiral Truly brings to the Board extensive knowledge of the federal government, particularly the U.S. Department of Defense. As the former Administrator of NASA, one of our clients, he brings a broad understanding of NASA's structure, goals and procedures. Admiral Truly also possesses an extensive background in the engineering services business, and his engineering degree gives him a technical understanding of our business. Admiral Truly also has experience serving as a public company outside director.

         Ms. Volpi joined our Board in July 2013. She serves at the Colorado School of Mines as the Executive Vice President for Finance and Administration, Chief Financial Officer and Treasurer. She previously served on the U.S. Olympic Committee as the Chief Administrative Officer. In previous positions, Ms. Volpi served in various financial management roles for Rensselaer Polytechnic Institute, the University of Colorado Foundation and the American Water Works Association. Ms. Volpi holds a Bachelor of Science in Accounting from the University of Colorado and is a Certified Public Accountant.

        Ms. Volpi has an extensive understanding of the preparation and analysis of financial statements. She is considered an "audit committee financial expert" under SEC rules, based on her background as a certified public accountant and her various financial management roles in both private and public sector institutions. Ms. Volpi's expertise in accounting and financial management makes her a key asset to the Board in its oversight of the integrity of our financial statements and the financial reporting process. This expertise is complemented by her leadership and management experience.

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Chairman Emeritus

        Dr. Li-San Hwang has served as our Chairman Emeritus since March 2006. As Chairman Emeritus, Dr. Hwang is invited to attend Board and Board committee meetings, but he does not have voting rights. Chairman Emeritus is an unpaid position; however, we reimburse Dr. Hwang for his attendance-related expenses.

        Dr. Hwang joined our predecessor in 1967 and led our acquisition of the Water Management Group of Tetra Tech, Inc., a subsidiary of Honeywell Inc., in March 1988. He served as our Chief Executive Officer from our formation until November 2005. Dr. Hwang has served as an advisor to numerous government and professional society committees and has published extensively in the field of hydrodynamics. He is a graduate of the National Taiwan University, Michigan State University and the California Institute of Technology, holding B.S., M.S. and Ph.D. degrees, respectively, in Civil Engineering, specializing in water resources.

Independent Directors

        Upon recommendation of the Nominating and Corporate Governance Committee, our Board of Directors has determined that, as of the date of this proxy statement, each member of the Board of Directors other than Mr. Batrack is independent under the criteria established by NASDAQ for director independence. The NASDAQ criteria include various objective standards and a subjective test. A member of the Board of Directors is not considered independent under the objective standards if, for example, he or she is, or at any time during the past three years was, employed by us. Mr. Batrack is not independent because he is an employee. In connection with the assessment of Mr. Thompson's independence, we reviewed the facts and circumstances of his role as an independent director of Coeur Mining, Inc. and Pioneer Natural Resources Company, two of our clients, and Alaska Air Group, Inc., one of our vendors. We concluded that Mr. Thompson is an independent director because his role at each of these companies is limited to that of an independent director, each of the companies is a large public company, and the amount of business done with each of the companies is immaterial to us and each such company.

        All members of each of our Audit, Compensation, Nominating and Corporate Governance, and Strategic Planning and Enterprise Risk committees are independent directors. In addition, upon recommendation of the Nominating and Corporate Governance Committee, the Board has determined that the members of the Audit Committee meet the additional independence criteria required for audit committee membership under applicable NASDAQ listing standards.

        The subjective test under NASDAQ criteria for director independence requires that each independent director not have a relationship which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The subjective evaluation of director independence by the Board of Directors was made in the context of the objective standards referenced above. In making its independence determinations, the Board of Directors considers the transactions and other relationships between us and each director and his or her family members and affiliated entities. The Board of Directors determined that there were no transactions or other relationships that exceeded NASDAQ objective standards and none would otherwise interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Corporate Governance

        We are committed to excellence in corporate governance and maintain clear policies and practices that promote good corporate governance. As governance standards have evolved, we have enhanced our governance standards as appropriate to best serve the interests of our stockholders. Many of these policies and practices are designed to ensure compliance with the listing requirements of NASDAQ and applicable corporate governance requirements. We believe that the corporate governance practices we have adopted benefit our stockholders by maintaining appropriate accountability for our company.

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        Key information regarding our corporate governance initiatives can be found on our website, www.tetratech.com , including our Corporate Governance Policies, Code of Business Conduct, Finance Code of Professional Conduct, and the charter for each committee of the Board of Directors. The corporate governance page can be found by clicking on "Corporate Governance" in the Investor Relations section of our website.

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Board Leadership Structure

        Our Board of Directors believes strongly in the value of an independent board of directors. Currently, all directors other than Mr. Batrack are independent. We have established a Presiding Director role with broad authority and responsibility, as described further below. The independent members of the Board also meet regularly without management, which meetings are chaired by the Presiding Director. Mr. Lewis currently serves as the Presiding Director, and Mr. Batrack currently serves as our Chairman and CEO.

        The Board believes that it should maintain flexibility to select our Chairman and board leadership structure from time to time. Our policies do not preclude the CEO from also serving as Chairman of the Board. Combining the Chairman and CEO roles fosters clear accountability, effective decision-making and alignment on corporate strategy. In light of Mr. Batrack's knowledge of our company and its industry, and his experience successfully navigating us through both strong and challenging periods, his ability to speak as Chairman and CEO provides us with strong unified leadership.

        The Board believes the role of Chairman and CEO, together with the role of the Presiding Director, provides an appropriate balance in our leadership. The role given to the Presiding Director helps ensure a strong, independent and active Board.

        The Presiding Director is elected by and from the independent directors. The Presiding Director has the following roles and responsibilities:

The Role of the Board of Directors in Risk Oversight and Management Continuity

        We believe that risk is inherent in the pursuit of long-term growth opportunities. Our management is responsible for day-to-day risk management activities. The Board of Directors, acting directly and through its committees, is responsible for the oversight of our risk management. With the oversight of the Board, we have implemented an enterprise risk management ("ERM") program with practices and policies designed to help manage the risks to which we are exposed in our business and to align risk-taking appropriately with our efforts to increase stockholder value.

        The Strategic Planning and Risk Management Committee is responsible for the oversight of the ERM. Our Corporate Risk Management Officer reports the status of the ERM to the Strategic Planning and Enterprise Risk Committee on a semi-annual basis. The reports address our risk management effectiveness, those projects that may significantly impact our financial condition, and any new risk issues and mitigation measures that have been implemented.

        As part of the overall risk oversight framework, other committees of the Board also oversee certain categories of risk associated with their respective areas of responsibility. For example, the Audit Committee oversees matters related to accounting and financial reporting, financial metrics and measures, liquidity and cash flow, tax and treasury, litigation and claims, and compliance with the Sarbanes-Oxley Act of 2002. The Compensation Committee oversees compensation-related risk management, as discussed

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further under "Compensation Committee" and in the "Compensation Governance" portion of the "Compensation Discussion and Analysis." The Nominating and Corporate Governance Committee is responsible for our Code of Business Conduct and anti-fraud measures.

        Each committee reports to the full Board on its activities. In addition, the Board participates in regular discussions among the directors and with our senior management with respect to several core subjects in which risk oversight is an inherent element, including strategy, operations, finance, mergers and acquisitions, and legal matters. The Board of Directors believes that the leadership structure described above under "Board Leadership Structure" facilitates the Board's oversight of risk management because it allows the Board, with leadership from the Presiding Director and working through its committees, including the independent Audit Committee, to participate actively in the oversight of management's actions.

        A key responsibility of the Board and our CEO is ensuring that an effective process is in place to provide continuity of leadership over the long term at all levels in the company. Each year, succession planning reviews are held at each business group level, culminating in a full review of senior leadership talent by the independent directors. During this review, the CEO and the independent directors discuss future candidates for senior leadership positions, succession timing for those positions, and development plans for the highest-potential candidates. This process ensures continuity of leadership over the long term, and it forms the basis on which we make ongoing leadership assignments.

Board Meetings and Board Committees

        During fiscal 2014, our Board of Directors held seven meetings. During this period, all of the incumbent directors attended or participated in more than 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which each such director served, during the period for which each such director served. Our directors are strongly encouraged to attend the annual meeting of stockholders, and all of our directors attended last year's annual meeting.

        We have four standing committees composed solely of independent directors, each with a different independent director serving as chairperson of the committee. Our Board committees are: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Strategic Planning and Enterprise Risk Committee. We hold our Board committee meetings sequentially (i.e., committee meetings do not overlap with one another). As a result of holding sequential meetings, each of our Board members is given the opportunity to attend each committee meeting. We believe this practice is highly beneficial to our Board as a whole and the company in general because each of our Board members is aware of the detailed work conducted by each Board committee. This practice also affords each of our Board members the opportunity to provide input to the committee members before any conclusions are reached.

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        The members of the committees, as of the date of this proxy statement, are identified in the following table.

Director
  Audit
Committee 		  Compensation
Committee 		  Nominating and
Corporate
Governance
Committee 		  Strategic
Planning and
Enterprise Risk
Committee

Hugh M. Grant

  Chair       X    

Patrick C. Haden

      X   Chair    

J. Christopher Lewis

  X       X    

Kimberly E. Ritrievi

  X           X

Albert E. Smith

      X       Chair

J. Kenneth Thompson

      Chair       X

Richard H. Truly

          X   X

Kirsten M. Volpi

  X   X        

        The general functions of the committees are set forth in the following paragraphs. Each of the committees has a written charter approved by the Board of Directors. A copy of each charter can be found by clicking on "Corporate Governance," then "Board Committees" in the Investor Relations section of our website at www.tetratech.com .

Audit Committee

        The Audit Committee is responsible for reviewing the financial information that will be provided to stockholders and others; reviewing the system of internal controls that management has established; appointing, retaining and overseeing the performance of our independent registered public accounting firm; overseeing our accounting and financial reporting processes and the audits of our financial statements; and pre-approving audit and permissible non-audit services provided by the independent registered public accounting firm. This committee held five meetings during fiscal 2014. Each of Mr. Grant and Ms. Volpi is an "audit committee financial expert" as defined in Item 407(d) of Regulation S-K. Each member of this committee is an independent director and meets each of the other requirements for audit committee members under applicable NASDAQ listing standards.

Compensation Committee

        The Compensation Committee's basic responsibility is to review the performance and development of our management in achieving corporate goals and objectives and to assure that our executive officers are compensated effectively in a manner consistent with our strategy, competitive practice, sound corporate governance principles and stockholder interests. Toward that end, this committee reviews and approves our compensation to executive officers.

        The Compensation Committee's responsibilities and duties include the review and approval of our compensation strategy to ensure that it promotes stockholder interests and supports our strategic and tactical objectives, and that it provides appropriate rewards and incentives for management and employees, including a review of compensation-related risk management. During fiscal 2014, the Compensation Committee performed these oversight responsibilities and duties by, among other things, reviewing our compensation practices and policies generally, including an evaluation of the design of our executive compensation program, in light of our risk management policies and programs. Additional information regarding the Compensation Committee's risk management review appears in the "Compensation Governance" portion of the "Compensation Discussion and Analysis" section of this proxy statement.

        This committee held six meetings during fiscal 2014. Each member is an independent director under the applicable NASDAQ listing standards, an "outside director" as defined in Section 162(m) of the

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Internal Revenue Code (the "Code"), and a "non-employee director" as defined in Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act").

        The Compensation Committee has the exclusive authority and responsibility to determine all aspects of executive compensation packages for executive officers, other than input from the Audit Committee concerning the Chief Financial Officer's compensation. The Compensation Committee has directly retained Towers Watson as its independent, external compensation consultant to help establish and implement the Compensation Committee's compensation philosophy, evaluate compensation proposals recommended by management, and provide advice and recommendations on competitive market practices and specific compensation decisions for executive officers and directors. The Compensation Committee retains and does not delegate any of its exclusive power to determine all matters of executive compensation and benefits, although the CEO, together with the Human Resources staff, present compensation and benefit proposals to the Compensation Committee. Towers Watson works with the Compensation Committee (and not on behalf of management) to assist the Compensation Committee in satisfying its responsibilities and will undertake no projects for management except at the request of the Compensation Committee chair and in the capacity of the Compensation Committee's agent. Towers Watson performs no other consulting or other services for us.

        In accordance with regulatory requirements, the Compensation Committee evaluated the following six factors to assess independence and conflicts of interest before it engaged Towers Watson to perform work in fiscal 2014:

        The Compensation Committee also obtained a representation letter from Towers Watson addressing these six factors and certain other matters related to its independence. Based on the Compensation Committee's evaluation of these factors and the representations from Towers Watson, the Compensation Committee concluded that Towers Watson is an independent adviser and has no conflicts of interest with us.

        For additional information concerning the Compensation Committee's processes and procedures for consideration and determination of executive officer compensation, see the "Compensation Discussion and Analysis" section of this proxy statement.

Nominating and Corporate Governance Committee

        The Nominating and Corporate Governance Committee is responsible for overseeing, reviewing and making periodic recommendations concerning our corporate governance policies, and for recommending to the full Board candidates for election to the Board of Directors. This committee is also responsible for making recommendations to the full Board regarding the compensation of non-employee directors with the assistance of Towers Watson. The Nominating and Corporate Governance Committee held four

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meetings during fiscal 2014. Each member is an independent director under applicable NASDAQ listing standards.

        Nominees for the Board of Directors should be committed to enhancing long-term stockholder value and must possess a high level of personal and professional ethics, sound business judgment and integrity. The Board of Directors has codified the standards for directors in our Corporate Governance Policies. These Policies provide that the Nominating and Corporate Governance Committee will work with the Board to determine the appropriate characteristics, skills and experiences for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience. Characteristics expected of all directors include independence, integrity, high personal and professional ethics, sound business judgment, and the ability and willingness to commit sufficient time to the Board.

        In evaluating the suitability of individual Board members, the Nominating and Corporate Governance Committee takes into account many factors, including general understanding of business development and strategy, risk management, finance, financial reporting and other disciplines relevant to the success of a publicly traded company in today's business environment; understanding of our business and the issues affecting that business; education and professional background; personal accomplishment; and diversity. With regard to diversity, we are committed to considering candidates for the Board regardless of gender, ethnicity and national origin. Final approval of a candidate will be determined by the full Board. The Board will evaluate each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of our business and represent stockholder interests through the exercise of sound judgment using its diversity of experience. The Committee evaluates each incumbent director to determine whether he or she should be nominated to stand for re-election, based on the types of criteria outlined above as well as the director's contributions to the Board during that director's current term.

        The brief biographical description of each nominee set forth in the "Business Experience and Qualifications of Nominees" section above includes the primary individual experience, qualifications, attributes and skills of each of our directors that led to the conclusion that each director should serve as a member of the Board of Directors at this time.

        In recommending candidates for election to the Board of Directors, our Nominating and Corporate Governance Committee considers nominees recommended by directors, officers and others, using the same criteria to evaluate all candidates. The committee reviews each candidate's qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the Board of Directors. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. Upon selection of a qualified candidate, the Nominating and Corporate Governance Committee recommends the candidate for consideration by the full Board of Directors. The committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

        To recommend a prospective nominee for the Nominating and Corporate Governance Committee's consideration, stockholders should submit the candidate's name and qualifications to our Secretary in writing at the following address: Tetra Tech, Inc., Attn: Secretary, 3475 E. Foothill Boulevard, Pasadena, California 91107. When submitting candidates for nomination to be elected at our annual meeting of stockholders, stockholders must also follow the notice procedures and provide the information required by our bylaws. In particular, for the Nominating and Corporate Governance Committee to consider a candidate recommended by a stockholder for nomination at the 2016 annual meeting, the recommendation must be delivered or mailed to and received by the Secretary at our principal executive offices on or between October 17, 2015 and November 16, 2015 (or, if the 2016 annual meeting is not held within 30 days of the anniversary of the date of the 2015 annual meeting, no later than the tenth day following the date of our public announcement of the date of the 2016 annual meeting). The

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recommendation must include the same information as is specified in our bylaws for stockholder nominees to be considered at an annual meeting, including the following:

Strategic Planning and Enterprise Risk Committee

        The Strategic Planning and Enterprise Risk Committee is responsible for overseeing our strategic planning process; reviewing and recommending to the Board certain strategic decisions regarding our exit from existing lines of business and entry into new lines of business, acquisitions, joint ventures, investments or dispositions of businesses and assets, and the financing of these transactions; reviewing and approving management's capital allocation strategy; reviewing our bid and proposal strategy for contracts that present high risk to our financial health; overseeing the ERM, including cybersecurity matters; and reviewing changes in technology and regulatory trends to assess the impact of technology and regulatory changes on business strategy and resource allocation. This committee held two meetings during fiscal 2014. Each member of this committee is an independent director under applicable NASDAQ listing standards.

Director Compensation

        This section provides information regarding the compensation policies for non-employee directors and amounts paid and securities awarded to these directors in fiscal 2014. Non-employee directors typically do not receive forms of remuneration, perquisites or benefits other than those described below, but are reimbursed for their expenses in attending meetings.

Fiscal 2014 Cash Compensation

        During fiscal 2014, our non-employee director cash compensation program consisted of the following:

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Fiscal 2014 Equity Compensation

        Our 2005 Equity Incentive Plan (the "2005 Plan") provides for discretionary equity grants to non-employee directors. The following awards were made to each of the non-employee directors on November 22, 2013:

        Consistent with our policy regarding initial equity grants for new non-employee directors, on November 14, 2013, Dr. Ritrievi received a non-qualified stock option to purchase 8,000 shares of common stock at an exercise price of $28.68 per share, the fair market value of a share of our common stock on the grant date. The option vests and becomes exercisable in full on the first anniversary of the grant date if Dr. Ritrievi has not ceased to be a director prior to such date. The option has a term of eight years measured from the grant date, and vests immediately in full upon certain changes in our control or ownership, or upon Dr. Ritrievi's death, disability or retirement while a member of the Board.

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Fiscal 2014 Total Director Compensation

        The following table provides information as to compensation for services of our non-employee directors during fiscal 2014:


Director Compensation

Non-Employee Director
  Fees Earned
or Paid in
Cash ($) 		  Option
Awards
($) (1) 		  Performance
Share
Awards
($) (2) 		  Restricted
Stock Unit
(RSU) Awards
($) (3) 		  Total ($)  

Hugh M. Grant

    114,500     39,312     51,444     25,722     230,978  

Patrick C. Haden

    94,000     39,312     51,444     25,722     210,478  

J. Christopher Lewis

    114,500     39,312     51,444     25,722     230,978  

Kimberly E. Ritrievi

    84,500     114,832     51,444     25,722     276,498  

Albert E. Smith

    96,000     39,312     51,444     25,722     212,478  

J. Kenneth Thompson

    103,000     39,312     51,444     25,722     219,478  

Richard H. Truly

    91,000     39,312     51,444     25,722     207,478  

Kirsten M. Volpi

    93,500     39,312     51,444     25,722     209,978  
(1)
The amounts in the Option Awards column represent the aggregate grant date fair values, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"), of stock option awards issued pursuant to the 2005 Plan. The grant date fair value of the stock option awards granted on November 22, 2013 to each non-employee director on that date was $9.36 per share. The grant date fair value of the stock option award granted on November 14, 2013 to Dr. Ritrievi was $9.44 per share. There can be no assurance that these grant date fair values will ever be realized by the non-employee directors. For information regarding the number of stock options held by each non-employee director as of September 28, 2014, see the column "Stock Options Outstanding" in the table below.

(2)
The amounts in the Performance Share Awards column represent the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of performance share awards under the 2005 Plan. The grant date fair value of these awards is calculated using the closing price of our common stock on the grant date as if these awards were vested and issued on the grant date. The grant date fair value of the performance share awards granted on November 22, 2013 to each non-employee director on that date was $28.58 per share. There can be no assurance that these grant date fair values will ever be realized by the non-employee directors. For information regarding the number of unvested performance shares held by each non-employee director as of September 28, 2014, see the column "Unvested Performance Shares Outstanding" in the table below.

(3)
The amounts in the RSU Awards column represent the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of RSU awards under the 2005 Plan. The grant date fair value of these awards is calculated using the closing price of our common stock on the grant date as if these awards were vested and issued on the grant date. The grant date fair value of the performance share awards granted on November 22, 2013 to each non-employee director was $28.58 per share. There can be no assurance that these grant date fair values will ever be realized by the non-employee directors. For information regarding the number of unvested RSUs held by each non-employee director as of September 28, 2014, see the column "Unvested RSUs Outstanding" in the table below.

        Each of the non-employee directors owned the following number of stock options, unvested performance shares and unvested RSUs as of September 28, 2014:

Non-Employee Director
  Stock Options
Outstanding (#) 		  Unvested
Performance Shares
Outstanding (#) 		  Unvested RSUs
Outstanding (#) 		 

Hugh M. Grant

    72,400     3,500     1,575  

Patrick C. Haden

    40,400     3,500     1,575  

J. Christopher Lewis

    65,150     3,500     1,575  

Kimberly E. Ritrievi

    12,200     1,800     900  

Albert E. Smith

    65,150     3,500     1,575  

J. Kenneth Thompson

    50,900     3,500     1,575  

Richard H. Truly

    56,400     3,500     1,575  

Kirsten M. Volpi

    12,200     1,800     900  

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Non-Employee Director Stock Ownership

        Our Board has adopted stock ownership guidelines for non-employee directors. The current guidelines call for each non-employee director to own shares of our common stock having a value equal to the lesser of at least three times the non-employee director's regular annual cash retainer or 6,400 shares, with a five-year period to attain that ownership level. Until a director's stock ownership requirement is met, the director must retain at least 75% of "gain shares" resulting from the exercise of a stock option. "Gain shares" means the total number of shares of our common stock that are being exercised, excluding shares that would have been used to satisfy minimum tax withholding obligations had the director been employed by us as a common law employee. In addition to shares of common stock, vested but unexercised stock options and vested performance shares count in determining stock ownership for purposes of the guidelines. The failure to comply with the stock ownership guidelines will result in the director being required to use one-third of any net annual retainer to purchase shares of our stock. As of September 28, 2014, all of our non-employee directors other than Ms. Volpi and Dr. Ritrievi, who joined the Board on July 29, 2013 and November 14, 2013, respectively, met the stock ownership guidelines.

Fiscal 2015 Director Compensation

        In accordance with its Charter, the Nominating and Corporate Governance Committee conducted its annual review of non-employee director compensation based upon an analysis of such compensation at peer companies and the assistance of Towers Watson. The Committee then recommended to the Board that no changes be made to such compensation. The Board approved this recommendation on July 28, 2014.

Stockholder Communications with the Board of Directors

        Stockholders may communicate with our Board of Directors through our Secretary by sending an email to bod@tetratech.com or by writing to the following address: Board of Directors, c/o Secretary, Tetra Tech, Inc., 3475 E. Foothill Boulevard, Pasadena, California 91107. Stockholders also may communicate with our Compensation Committee through our Secretary by sending an email to compensationcommittee@tetratech.com, or by writing to the following address: Compensation Committee, c/o Secretary, Tetra Tech, Inc., 3475 E. Foothill Boulevard, Pasadena, California 91107. Our Secretary will forward all correspondence to the Board of Directors or the Compensation Committee, except for spam, junk mail, mass mailings, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate material.

Recommendation of the Board of Directors

        Our Board of Directors recommends that the stockholders vote FOR the election of each of the nominees listed in this proxy statement.

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PROPOSAL NO. 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

        We are affording stockholders an opportunity to provide an advisory vote to approve named executive officer ("NEO") compensation, or a say-on-pay vote, as required by Section 14A of the Exchange Act. At our annual meeting in 2014, we asked our stockholders to approve, on an advisory basis, a say-on-pay resolution regarding the compensation of our NEOs, as disclosed in the proxy statement for that meeting. Our say-on-pay resolution and the fiscal 2013 compensation of our NEOs was approved by 98% of the shares present and entitled to vote on the matter.

        Through the say-on-pay vote, we are asking our stockholders to support the compensation of our NEOs as we have described it in this proxy statement. We hold advisory votes on executive compensation every year. Your say-on-pay vote will provide insight and guidance to us and our Board regarding our executive compensation philosophy, policies and practices. While the say-on-pay vote is advisory and not binding on us, we and our Board will consider the guidance received by the vote when making future executive compensation decisions.

        Our Compensation Committee and our Board believe our overall executive compensation program is structured to reflect a strong pay-for-performance philosophy and aligns the long-term interests of our executives and our stockholders. Our programs are designed to attract, motivate and retain a highly qualified executive team that is able to achieve corporate objectives and create long-term stockholder value. The "Executive Compensation and Related Information" section of this proxy statement, including the "Compensation Discussion and Analysis," or CD&A, provide more detailed discussions of our specific executive compensation programs. We urge you to read the CD&A, the compensation tables and the narrative discussion in this proxy statement for additional information.

        Our Compensation Committee and Board of Directors are committed to improving our governance practices to create long-term stockholder value. In November 2014, the Committee and Board approved several key changes in our executive compensation policies, as follows:

        We believe our compensation philosophy is reflected in the high level of corporate governance we maintain over our executive compensation programs. Our Compensation Committee consists entirely of independent members. Moreover, our Compensation Committee, our CEO and our executive in charge of human resources engage in an annual executive management review process to address succession and development for our CEO and other key executives. Our Compensation Committee also conducts an annual performance assessment of our executive officers and determines appropriate adjustments to all elements of their total compensation based on individual and company performance.

        In fiscal 2014, the compensation of our NEOs, consisting of our Chief Executive Officer, Chief Financial Officer and three Group Presidents was consistent with our pay for performance philosophy for the following reasons:

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        We believe that the summary information provided with this proposal and the more detailed descriptions provided elsewhere in this proxy statement demonstrate that we and our Compensation Committee have designed, and continue to enhance, our executive compensation programs appropriately to align the long-term interests of management and stockholders.

        For all of these reasons, your vote in support of the compensation of our NEOs is requested. Accordingly, we are asking stockholders to vote on the following resolution:

         RESOLVED , that the stockholders approve the compensation of Tetra Tech's named executive officers as disclosed pursuant to the SEC's compensation disclosure rules, including the CD&A, the compensation tables and the narrative discussion.

Vote Required

        The affirmative vote of a majority of the shares of our common stock present or represented by proxy and voting at the annual meeting is required for approval of this proposal. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

Recommendation of the Board of Directors

        The Board of Directors recommends that the stockholders vote FOR approval of the advisory resolution regarding executive compensation.

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PROPOSAL NO. 3

APPROVAL OF THE 2015 EQUITY INCENTIVE PLAN

        At our annual meeting, stockholders will be asked to approve the 2015 Equity Incentive Plan (the "2015 Plan"), which was adopted, subject to stockholder approval, by the Board on January 7, 2015.

        We currently maintain the Tetra Tech, Inc. 2005 Equity Incentive Plan, as amended (the "2005 Plan"), and the 2003 Outside Director Stock Option Plan (the "Director Plan"). As of January 9, 2015, a total of 3,770,828 shares and 250,500 shares of our common stock were then subject to outstanding awards granted under the 2005 Plan and the Director Plan, respectively, and an additional 2,302,399 shares and 22,000 shares were then available for new award grants under the 2005 Plan and the Director Plan, respectively. We also maintain the Tetra Tech, Inc. Employee Stock Purchase Plan.

        If stockholders approve the 2015 Plan, no new awards will be granted under the 2005 Plan or the Director Plan following the annual meeting. The total number of shares that will be made available for award grants under the 2015 Plan will be 5,000,000 shares. Any shares subject to outstanding awards under the 2005 Plan or the Director Plan that expire, are cancelled or otherwise terminate, or that are exchanged or withheld to pay the purchase or exercise price of an award or to satisfy tax withholding obligations at any time after the annual meeting, will not be available for award grant purposes under the 2015 Plan.

        If stockholders do not approve the 2015 Plan, we will continue to have the authority to grant equity-based awards under the 2005 Plan and the Director Plan. If shareholders approve the 2015 Plan, the termination of our grant authority under the 2005 Plan and the Director Plan will not affect awards then outstanding under those plans.

        The Board believes that our success depends in part in being able to attract, retain and reward our employees and service providers, and strengthen the link between stockholder and award holder interests. The Board approved the 2015 Plan based in part on a belief that the number of shares currently available under the 2005 Plan and the structure of its share reserve do not give us sufficient authority and flexibility to adequately provide for future incentives beyond 2015. The Board believes that the 2015 Plan reflects an appropriate balance between providing us with the flexibility to continue our equity award program over a multi-year period and stockholder dilution considerations.

Description of the 2015 Plan

        The following is a summary of the principal features of the 2015 Plan. This summary does not purport to be a complete description of all of the provisions of the 2015 Plan. It is qualified in its entirety by reference to the full text of the 2015 Plan. A copy of the 2015 Plan is attached to this Proxy Statement as Appendix A.

Share Reserve

        The maximum number of shares that may be issued or transferred pursuant to equity awards under the 2015 Plan will equal 5,000,000. We may satisfy its obligations under any awards granted under the 2015 Plan by issuing new shares or Treasury shares.

        Shares issued with respect to awards granted under the 2015 Plan other than stock options or stock appreciation rights ("SARs"), which are referred to below as Full Value Awards, are counted against the 2015 Plan's aggregate share limit as 3.0 shares for every share actually issued in connection with a Full Value Award. For example, if 100 shares are issued with respect to a restricted stock unit ("RSU") granted under the 2015 Plan, 300 shares will be counted against the 2015 Plan's aggregate share limit in connection with that award. This ratio reflects the Board's assessment of the cost of a Full Value Award as compared to a stock option or stock appreciation award using the Black Scholes fair value model as of November 21, 2014, the date of the latest equity grants.

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        The following rules apply for counting shares against the applicable share limits of the 2015 Plan:

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Maximum Individual Limits

        The 2015 Plan imposes annual per-participant award limits for employees. The annual per-participant limits are as follows:

Award(s)
  Annual Limit*

Stock Options/SARs

  1,000,000 shares, of which no more than 500,000 may be granted as incentive stock options, plus any unused limit from the prior year

Performance Compensation Awards paid in Shares

  500,000 shares, plus any unused limit from prior year

Performance Compensation Awards denominated in Shares but paid in cash

  500,000 shares, plus any unused limit from prior year
*
A "prior year" means a calendar year prior to the year of grant but not earlier than 2016.

        The maximum individual limits count shares on a 1-for-1 basis (and not using the 3.0 to 1 ratio used to determine the charge to the share reserve).

Corporate Governance Aspects of the 2015 Plan

        The 2015 Plan includes several provisions that we believe promote best practices by reinforcing alignment with stockholders' interests. These provisions include, but are not limited to, the following:

    •
    No Discounted Options or Stock Appreciation Rights:   Stock options and SARs may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date except to replace equity awards due to a corporate transaction.

    •
    No Repricing without Stockholder Approval:   Other than in connection with corporate reorganizations or restructurings, at any time when the exercise price of a stock option or strike price of an SAR is above the market value of a share, we will not, without stockholder approval, reduce the exercise price of such stock option or strike price of such SAR and will not exchange such stock option or SAR for a new award with a lower (or no) purchase price or for cash.

    •
    No Transferability:   Equity awards generally may not be transferred, except by will or the laws of descent and distribution, unless approved by the Compensation Committee.

    •
    No Evergreen Provision:   The 2015 Plan does not contain an "evergreen" feature pursuant to which the shares authorized for issuance under the 2015 Plan can be automatically replenished.

    •
    No Automatic Grants:   The 2015 Plan does not provide for automatic grants to any participants.

Section 162(m)—Performance-Based Compensation

        The 2015 Plan has been structured in such a manner so that the Compensation Committee can, in its sole discretion, elect to grant equity awards that satisfy the requirements of "performance-based" compensation within the meaning of Section 162(m) of the Code. In general, under Section 162(m), in order for us to be able to deduct compensation in excess of $1 million paid in any one year to our CEO or any of our other named executive officers (other than our Chief Financial Officer or any officer who is not subject to U.S. income tax), such compensation must qualify as performance-based. One of the requirements of performance-based compensation for purposes of Section 162(m) is that the material terms of the performance goals under which compensation may be paid must be disclosed to and approved by stockholders. For purposes of Section 162(m), the material terms include the employees eligible to receive compensation, a description of the business criteria on which each performance goal is based, and the maximum amount of compensation that can be paid to an employee under a performance compensation award. Each of these terms as proposed to apply for grants of equity and cash awards under

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the 2015 Plan is discussed below. Stockholder approval of this proposal will constitute approval of the material terms of the 2015 Plan for purposes of Section 162(m) of the Code with respect to grants made thereunder. However, nothing in this proposal precludes us or the Compensation Committee from granting equity awards that do not qualify for tax deductibility under Section 162(m), including but not limited to time-based RSUs, nor is there any guarantee that equity awards intended to qualify for tax deductibility under Section 162(m) will ultimately be viewed as so qualifying by the Internal Revenue Service.

Eligible Persons

        Current and prospective executive officers, officers, other employees, non-employee directors, consultants and advisors of us and our affiliates will be eligible to participate in the 2015 Plan. As of January 9, 2015, this group includes eight non-employee directors and approximately 14,000 employees, consultants and advisors, including our executive officers.

Types of Awards

        The 2015 Plan authorizes the Compensation Committee to grant non-qualified and incentive stock options, SARs and Full Value Awards, including restricted stock, RSUs, stock bonus awards, dividend equivalents and performance compensation awards. No grants of equity or cash awards are permitted under our 2005 Plan after March 5, 2015 if the 2015 Plan is approved by the stockholders.

Vesting and Exercise of Stock Options and Stock Appreciation Rights

        The exercise price of stock options granted under the 2015 Plan may not be less than the fair market value of our common stock on the date of grant. The Compensation Committee determines fair market value using any permitted valuation method permitted under the stock rights exemption available under the IRS regulations pertaining to Section 409A of the Code. The maximum exercise period may not be longer than ten (10) years, subject to equitable tolling as permitted under IRS regulations.

        The Compensation Committee determines when each stock option becomes exercisable, including the establishment of performance vesting criteria, if any. The award agreement specifies the consequences under the stock option of a recipient's termination of employment, service as a director or other relationship between us and the participant. Similar terms and limitations apply to SARs under the 2015 Plan.

Vesting of Full Value Awards

        The Compensation Committee may make the grant, issuance, retention or vesting of Full Value Awards contingent upon continued employment with us, the passage of time, or such performance criteria and the level of achievement against such criteria as it deems appropriate. A Full Value Award may, among other things, involve the transfer of actual shares of common stock, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of shares of common stock and be subject to performance-based and/or service-based conditions. The Compensation Committee may, but is not required, to grant Full Value Awards under the 2015 Plan in a manner intended to qualify as "performance-based compensation" under Section 162(m) of the Code.

Vesting and Holding Limitations

        Awards vesting based on the passage of time will not vest more rapidly than pro-rata over a three-year period, and any Award intended to qualify as "performance-based compensation" under Section 162(m) of the Code will have a performance period of at least twelve (12) months, unless the Committee or an individual award agreement provides otherwise in the case of death, disability, retirement or Change in Control. Notwithstanding the foregoing, up to 5% of the shares authorized as of March 5, 2015 may be

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issued without these vesting limitations, and the limitations are not applicable to any Awards to new hires, Awards granted in substitution of equity awards issued by another entity, and non-employee directors.

        Until an executive officer's stock ownership requirement is met, the executive officer must retain at least 75% of "gain shares" resulting from the exercise of a stock option or vesting of a performance compensation award. With respect to stock options, "gain shares" means the total number of shares of common stock that are being exercised less the number of shares, if any, used in the case of a cashless exercise to pay for the exercise price. With respect to performance compensation and RSU awards, "gain shares" means the total number of shares of common stock subject to any such equity award that vest. Gain shares do not include shares of common stock that are used to satisfy tax withholding obligations. See the "Stock Ownership Guidelines" section of this proxy statement for further information.

Eligibility for Performance-Based Compensation Exemption under Section 162(m)

        Awards may, but need not, include performance criteria that are intended to satisfy the "performance-based compensation" exemption under Section 162(m) of the Code. Performance-based awards that are payable in cash may also be granted under the 2015 Plan and subject to the individual maximum limits described above. To the extent that awards are intended to qualify as "performance-based compensation" under Section 162(m), the performance criteria will be based on stock price appreciation (in the case of stock options or SARs) or on one or more of the following performance measures (in the case of Full Value Awards), each of which may be adjusted as provided in the 2015 Plan:

              (i)  net earnings or net income (before or after taxes); (ii) net income from operations; (iii) basic or diluted earnings per Share (before or after taxes); (iv) net revenue or net revenue growth (in each case, whether or not net of subcontractor costs); (v) gross revenue or gross revenue growth (in each case, whether or not net of subcontractor costs); (vi) gross profit or gross profit growth; (vii) net interest margin; (viii) operating profit (before or after taxes); (ix) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity or sales); (x) cash flow measures (including, but not limited to, operating cash flow, free cash flow or cash flow return on capital), which may but are not required to be measured on a per-Share basis; (xi) earnings before or after taxes, interest, depreciation and/or amortization (including EBIT and EBITDA); (xii) Share price (including, but not limited to, growth measures or total stockholder return); (xiii) expense targets, cost reduction goals or general and administrative expense savings; (xiv) achieving specified improvements in collection of outstanding account receivable or specified reductions in write-offs; (xv) achieving a target days sales outstanding (DSO) level; (xvi) gross or net operating margins; (xvii) productivity ratios; (xviii) operating efficiency; (xix) measures of economic value added or other "value creation" metrics; (xx) enterprise value; (xxi) stockholder return; (xxii) client retention; (xxiii) employee retention; (xxiv) competitive market metrics; (xxv) objective measures of personal targets, goals or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations or meeting business unit or project budgets); (xxvi) objective measures of customer satisfaction; (xxvii) working capital targets; (xxviii) asset growth; (xxix) dividend yield and dividend growth; (xxx) cost of capital, debt leverage, year-end cash position or book value; (xxxi) strategic objectives, including revenue and margin targets; or (xxxii) any combination of the foregoing.

        These performance measures may be applied individually, alternatively, or in any combination, either to us as a whole or to one or more of our subsidiaries, divisions or operating units or groups, and measured either annually or cumulatively over a period of years, on an absolute basis, or relative to a pre-established target, to previous years' results, or to a designated comparison group, in each case as specified by the Compensation Committee in the award agreement.

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        The number of shares of common stock, stock options, cash or other benefits granted, issued, retainable or vested under an award that is intended to satisfy Section 162(m) upon satisfaction of performance criteria may be reduced by the Compensation Committee based on any further considerations that it may determine appropriate in its sole discretion. Specifically, the Compensation Committee is authorized to adjust or modify the calculation of a performance goal for a performance period within the time period permitted under Section 162(m) of the Code (typically within the first 90 days of a performance period) based on:

              (i)  asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management's discussion and analysis of financial conditions and results of operations appearing in our annual report to stockholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses; (ix) discontinued operations and nonrecurring charges; and (x) a change in our fiscal year.

Administration

        The Compensation Committee administers the 2015 Plan, and has broad authority to do all things necessary or desirable, in its sole discretion, in connection with plan administration. The Compensation Committee will select who will receive equity awards; determine the number of shares covered thereby; and, subject to the terms and limitations expressly set forth in the 2015 Plan, establish the terms, conditions and other provisions of the equity awards. The Compensation Committee may interpret the 2015 Plan and establish, amend and rescind any rules related to the 2015 Plan, and make remedial changes to the terms of an outstanding equity award to comply with applicable laws, regulations and listing requirements and to avoid unintended consequences resulting from unexpected events. The Compensation Committee has the discretion to permit the automatic exercise of vested in-the-money stock options and SARs, and may delegate this authority to our management. The Compensation Committee has the authority to toll the exercise period for options and SARs if such awards held by a former employee cannot be exercised due to trading or other legal restrictions.

        The Compensation Committee is also authorized to impose minimum amounts for partial exercises, to determine the fair market value of our stock from alternative valuation methods recognized by IRS regulations issued under Section 409A of the Code, and to establish special rules in order to comply with non-U.S. legal and tax law requirements with respect to grants of equity awards outside the United States.

Amendments Requiring Stockholder Approval

        The Board may terminate, amend or suspend the 2015 Plan, provided that no action is taken by the Board (except those described in "Adjustments" below) without stockholder approval to:

      •
      increase the number of shares that may be issued under the 2015 Plan;

      •
      reprice, repurchase or exchange underwater stock options or SARs;

      •
      cancel any stock option or SAR with an exercise price or stock price, as the case may be, above the current fair market value of our common stock;

      •
      amend the maximum number of shares that may be granted to a participant within a single calendar year;

      •
      extend the term of the 2015 Plan;

      •
      change the class of persons eligible to participate in the 2015 Plan; or

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      •
      otherwise implement any amendment required to be approved by stockholders to comply with applicable tax or regulatory requirements (including rules or requirements of any securities exchange on which our shares are listed).

Adjustments

        In the event of a stock dividend, recapitalization, stock split, combination of shares, extraordinary dividend of cash or assets, reorganization, or exchange of common stock, or any similar equity restructuring transaction (as the term is used in FASB ASC Topic 718) affecting common stock, the Compensation Committee will equitably adjust the number and kind of shares available for grant under the 2015 Plan, the number and kind of shares subject to the award limitations set forth in the 2015 Plan and subject to outstanding awards under the 2015 Plan and the exercise price of outstanding stock options and other awards.

        The impact of a merger or other reorganization on our outstanding stock options, SARs and Full Value Awards granted under the 2015 Plan shall be determined in the Compensation Committee's sole discretion. Permitted adjustments include assumption of outstanding equity awards, accelerated vesting, or accelerated expiration of outstanding equity awards, or settlement of outstanding awards in cash.

U.S. Tax Consequences under the 2015 Plan

        The following summary sets forth the tax events generally expected for United States citizens under current United States federal income tax laws in connection with equity awards under the 2015 Plan. This summary omits the tax laws of any municipality, state or foreign country in which a participant resides.

Stock Options

        A participant will realize no taxable income, and we will not be entitled to any related deduction, at the time a stock option that does not qualify as an "incentive stock option" under the Code is granted under the 2015 Plan. At the time of exercise of such a non-qualified stock option, the participant will realize ordinary income, and we will be entitled to a deduction equal to the excess of the fair market value of the common stock on the date of exercise over the exercise price. Upon disposition of the shares, any additional gain or loss realized by the participant will be taxed as a capital gain or loss, long-term or short-term, based upon how long the shares are held.

        For stock options that qualify for treatment as "incentive stock options" under the Code, a participant will realize no taxable income, and we will not be entitled to any related deduction, at the time an incentive stock option is granted. If certain statutory employment and holding period conditions are satisfied before the participant disposes of shares acquired pursuant to the exercise of such an option, then no taxable income will result upon the exercise of such option, and we will not be entitled to any deduction in connection with such exercise. Upon disposition of the shares after expiration of the statutory holding periods, any gain or loss realized by a participant will be a long-term capital gain or loss. We will not be entitled to a deduction with respect to a disposition of the shares by a participant after the expiration of the statutory holding periods. Except in the event of death, if shares acquired by a participant upon the exercise of an incentive stock option are disposed of by such participant before the expiration of the statutory holding periods, such participant will be considered to have realized as compensation, taxable as ordinary income in the year of disposition, an amount, not exceeding the gain realized on such disposition, equal to the difference between the exercise price and the fair market value of the shares of common stock on the date of exercise of the option. We will be entitled to a deduction at the same time and in the same amount as the participant is deemed to have realized ordinary income. Any gain realized on the disposition in excess of the amount treated as compensation or any loss realized on the disposition will constitute capital gain or loss, respectively. Such capital gain or loss will be long-term or short-term based upon how

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long the shares were held. The foregoing discussion applies only for regular tax purposes. For alternative minimum tax purposes, an incentive stock option will be treated as if it were a non-qualified stock option.

Stock Appreciation Rights; Performance Compensation Awards

        In general, (a) the participant will not realize income upon the grant of an SAR or performance compensation award; (b) the participant will realize ordinary income, and we will be entitled to a corresponding deduction, in the year cash or shares of common stock are delivered to the participant upon exercise of an SAR or in payment of the performance compensation award; and (c) the amount of such ordinary income and deduction will be the amount of cash received plus the fair market value of the shares of common stock received on the date of issuance. The federal income tax consequences of a disposition of unrestricted shares received by the participant upon exercise of an SAR or in payment of a performance compensation award are the same as described below with respect to a disposition of unrestricted shares.

Restricted and Unrestricted Stock; Restricted Stock Units

        Unless the participant files an election to be taxed under Section 83(b) of the Code: (a) the participant will not realize income upon the grant of restricted stock; (b) the recipient will realize ordinary income, and we will be entitled to a corresponding deduction (subject to the limitations of Section 162(m) of the Code), for grants of restricted stock subject only to time-based vesting and not including any performance conditions, when the restrictions have been removed or expire; and (c) the amount of such ordinary income and deduction will be the fair market value of the restricted stock on the date the restrictions are removed or expire. If the participant files an election to be taxed under Section 83(b) of the Code, the tax consequences to the recipient will be determined as of the date of the grant of the restricted stock rather than as of the date of the removal or expiration of the restrictions. A participant will not realize income upon the grant of RSUs, but will realize ordinary income, and we will be entitled to a corresponding deduction (subject to the limitations of Section 162(m) of the Code), for grants of RSUs subject only to time-based vesting and not including any performance conditions, when the RSUs have vested and been settled in cash and/or shares of common stock. The amount of such ordinary income and deduction will be the amount of cash received plus the fair market value of the shares of common stock received on the date of issuance.

        When the participant disposes of restricted or unrestricted stock, the difference between the amounts received upon such disposition and the fair market value of such shares on the date the recipient realizes ordinary income will be treated as a capital gain or loss, long-term or short-term, based upon how long the shares are held.

Section 409A

        Section 409A of the Code provides additional tax rules governing non-qualified deferred compensation. Generally, Section 409A will not apply to awards granted under the 2015 Plan, but may apply in some cases to RSUs, share-denominated performance compensation awards and other Full Value Awards. For such awards subject to Section 409A, certain of our officers may experience a delay of up to six months in the settlement of the awards in shares of our stock.

Withholding

        The 2015 Plan permits us to withhold from awards an amount sufficient to cover any required withholding taxes. In lieu of cash, the Compensation Committee may permit a participant to cover withholding obligations through a reduction in the number of shares to be delivered to such participant or by delivery of shares already owned by the participant.

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Section 162(m)

        As described above, cash and equity awards granted under the 2015 Plan may be structured to qualify as performance-based compensation under Section 162(m) of the Code. To qualify, the 2015 Plan must satisfy the conditions set forth in Section 162(m) of the Code, and stock options and other awards must be granted under the 2015 Plan by a committee consisting solely of two or more outside directors (as defined under Section 162(m) regulations) and must satisfy the 2015 Plan's limit on the total number of shares that may be awarded to any one participant during any calendar year (or, for awards denominated in shares but paid in cash, other securities, other awards or other property, no more than the fair market value of that limit on the last day of the performance period to which the award relates). For awards other than stock options and SARs to qualify, the grant, issuance, vesting, or retention of the award must be contingent upon satisfying one or more of the performance criteria set forth in the 2015 Plan, as established and certified by a committee consisting solely of two or more outside directors. The rules and regulations promulgated under Section 162(m) are complicated and subject to change from time to time, and may apply with retroactive effect. In addition, a number of requirements must be met in order for particular compensation to so qualify. As such, there can be no assurance that any compensation awarded or paid under the 2015 Plan will be deductible under all circumstances.

Key Metrics Related to the Existing Plans

        The following table sets forth the overhang, burn rate and dilution metrics for fiscal years 2012, 2013 and 2014 under the 2005 Plan and the Director Plan:

 
  2014   2013   2012   Average  

Current dilution

                         

Shares subject to outstanding equity awards

    3,819,124     4,596,553     5,047,461        

Dilution %

    6.1     7.2     7.9     7.1  

Burn Rate

                         

Number of equity awards granted

    700,048     627,080     750,731        

Burn rate %

    1.1     1.0     1.2     1.1  

Total potential overhang

                         

Outstanding awards plus shares available

    6,561,071     7,949,258     8,924,085        

Total potential overhang %

    10.5     12.4     14.0     12.3  

        "Current dilution" is the number of shares subject to equity awards outstanding but not yet exercised, divided by the total number of shares of common stock outstanding as of September 30, 2012, September 29, 2013 and September 28, 2014 for the 2012, 2013 and 2014 fiscal years, respectively.

        The "burn rate" measures how quickly we use shares and is calculated by dividing the number of outstanding equity awards granted during any particular period by the weighted average number of shares of common stock outstanding during the year. A higher burn rate indicates an increased number of equity awards being granted to employees and/or directors.

        "Total potential overhang" is the number of shares of common stock subject to equity awards outstanding but not exercised, plus the number of shares of common stock available to be granted, divided by the total number of common shares outstanding as of the last day of the respective year.

New Plan Benefits

        The benefits that will be awarded or paid in the future under the 2015 Plan cannot currently be determined. Awards granted under the 2015 Plan are within the discretion of the Compensation Committee, subject to limits on the maximum amounts that may be awarded to any individual. As of January 9, 2015, the closing price of a share of our stock was $25.09.

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Vote Required

        The affirmative vote of a majority of the shares of our common stock present or represented by proxy and voting at the annual meeting is required for approval of this proposal. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record, how to vote in order for your vote to be counted on this proposal.

Recommendation of the Board of Directors

        The Board of Directors recommends that the stockholders vote FOR the approval of the Tetra Tech, Inc. 2015 Equity Incentive Plan.

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PROPOSAL NO. 4

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We are asking our stockholders to ratify the Audit Committee's appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2015. In the event the stockholders fail to ratify the appointment, the Audit Committee will reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our and our stockholders' best interests.

        PricewaterhouseCoopers LLP has audited our consolidated financial statements annually since fiscal year 2004. Representatives of PricewaterhouseCoopers LLP are expected to be present at the annual meeting, and they will have an opportunity to make a statement if they desire to do so. It is also expected that those representatives will be available to respond to appropriate questions.

Principal Accountant Fees and Services

        The following is a summary of the fees billed or expected to be billed to us by PricewaterhouseCoopers LLP for professional services rendered for the fiscal years ended September 28, 2014 and September 29, 2013:

Fee Category
  Fiscal
2014 Fees 		  Fiscal
2013 Fees 		 

Audit Fees

  $ 3,083,281   $ 3,103,200  

Audit-Related Fees

    4,950     —  

Tax Fees

    345,776     267,912  

All Other Fees

    3,600     3,600  
​ ​ ​ ​ ​ ​ ​ ​

Total Fees

  $ 3,437,607   $ 3,374,712  
​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​

        Audit Fees.     Consists of fees billed for professional services rendered for the integrated audit of our consolidated financial statements and our internal control over financial reporting, for the reviews of the interim consolidated financial statements included in our quarterly reports, and for services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or other engagements.

        Audit-Related Fees.     In fiscal 2014, consists of fees billed for the preparation of statutory financial statements. In fiscal 2013, there were no audit-related fees.

        Tax Fees.     Consists of fees billed for professional services for tax compliance, tax advice, tax planning and tax returns. These services include assistance regarding federal, state and international tax compliance; assistance with tax reporting requirements, tax returns and audit compliance; mergers and acquisitions tax compliance; and tax advice on international and state tax matters. None of these services were provided under contingent fee arrangements.

        All Other Fees.     These fees were associated with an annual license fee for software used by management in performing technical research.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

        The Audit Committee's policy is to pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm, subject to limited discretionary authority granted to our executive management. These services may include audit services, audit-related services, tax

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services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

Vote Required

        The affirmative vote of a majority of the shares of our common stock present or represented by proxy and voting at the annual meeting is required for approval of this proposal.

Recommendation of the Board of Directors

        The Board of Directors recommends that the stockholders vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for fiscal year 2015.

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OWNERSHIP OF SECURITIES

        The following table sets forth information known to us with respect to beneficial ownership of our common stock at December 1, 2014 by:

        Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, to our knowledge the persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned. The number of shares beneficially owned by each person or group as of December 1, 2014 includes shares of common stock that such person or group had the right to acquire on or within 60 days after December 1, 2014, including, but not limited to, upon the exercise of options. References to options in the footnotes of the table below include only options to purchase shares that were exercisable on or within 60 days after December 1, 2014. For each individual and group included in the table below, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the 62,651,668 shares of common stock outstanding on December 1, 2014 plus the number of shares of common stock that such person or group had the right to acquire on or within 60 days after December 1, 2014. Unless otherwise stated, the business address of each of our directors, nominees and executive officers listed in the table below is c/o Tetra Tech, Inc., 3475 E. Foothill Boulevard, Pasadena, California 91107.

Name of Beneficial Owner
  Number of
Shares
Beneficially
Owned 		  Percentage
Owned

BlackRock, Inc. (1)

    5,932,132   9.5

The Vanguard Group, Inc. (2)

    3,865,735   6.2

Dan L. Batrack (3)

    590,270   *

Steven M. Burdick (4)

    126,971   *

Ronald J. Chu (5)

    129,255   *

Hugh M. Grant (6)

    82,590   *

Frank C. Gross, Jr. (7)

    74,685   *

Patrick C. Haden (8)

    48,790   *

J. Christopher Lewis (9)

    118,088   *

James R. Pagenkopf (10)

    158,187   *

Kimberly E. Ritrievi (11)

    18,140   *

Albert E. Smith (12)

    96,197   *

J. Kenneth Thompson (13)

    62,090   *

Richard H. Truly (14)

    66,590   *

Kirsten M. Volpi (15)

    15,140   *

All directors and executive officers as a group (21 persons) (16)

    2,376,138   3.7
*
Less than 1%

(1)
All information regarding share ownership is taken from and furnished in reliance upon the Schedule 13G (Amendment No. 4), dated as of January 17, 2014, filed by BlackRock, Inc., whose address is 40 East 52 nd  Street, New York, NY 10022.

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(2)
All information regarding share ownership is taken from and furnished in reliance upon the Schedule 13G (Amendment No. 1), dated as of February 6, 2014, filed by The Vanguard Group, Inc., whose address is 100 Vanguard Boulevard, Malvern, PA 19355.

(3)
Includes options to purchase 442,814 shares.

(4)
Includes options to purchase 101,411 shares.

(5)
Includes options to purchase 105,834 shares.

(6)
Includes options to purchase 72,400 shares.

(7)
Includes options to purchase 50,199 shares.

(8)
Includes options to purchase 40,400 shares. The business address of Mr. Haden is c/o University of Southern California Athletic Department, Heritage Hall 203A, 3501 Watt Way, Los Angeles, CA 90089.

(9)
Includes options to purchase 72,400 shares. The business address of Mr. Lewis is c/o Riordan, Lewis & Haden, 10900 Wilshire Boulevard, Suite 850, Los Angeles, CA 90024.

(10)
Includes options to purchase 101,637 shares.

(11)
Includes options to purchase 12,200 shares. The business address of Dr. Ritrievi is 1850 Brightwaters Blvd. NE, Saint Petersburg, FL 33704.

(12)
Includes options to purchase 65,150 shares.

(13)
Includes options to purchase 50,900 shares. The business address of Mr. Thompson is 1120 Huffman Rd., Suite 24 PMB203, Anchorage, AK 99515.

(14)
Includes options to purchase 56,400 shares.

(15)
Includes options to purchase 12,200. The business address of Ms. Volpi is c/o Colorado School of Mines, 1500 Illinois St., Golden, CO 80401.

(16)
Includes options to purchase 1,682,622 shares.

Equity Compensation Plan Information

        The following table provides information as of September 28, 2014 with respect to the shares of our common stock that may be issued under our existing equity compensation plans under which awards may be granted. All of our existing plans have been approved by our stockholders. All of our employees are eligible to participate in the Employee Stock Purchase Plan (the "ESPP") and the 2005 Plan.

 
  A   B   C  
 
  Number of Securities to
be Issued Upon Exercise
of Outstanding Options (1) 		  Weighted Average
Exercise Price of
Outstanding Options 		  Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column A) 		 

Equity Compensation Plans Approved by Stockholders (2)

    3,383,003   $ 23.14     2,763,942 (3)
(1)
Excludes purchase rights under our ESPP for the purchase right period that commenced on January 1, 2014 and ended on December 31, 2014.

(2)
Consists of the 2005 Plan, the Director Plan and the ESPP. If Proposal No. 3 is approved, we will no longer grant awards under the 2005 Plan or the Director Plan.

(3)
As of September 28, 2014, an aggregate of 2,741,947, 22,000 and 710,782 shares of common stock were available for issuance under the 2005 Plan, the Director Plan and the ESPP, respectively. As of September 28, 2014, only 719,586 of these shares remained available for full-value awards.

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Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. These persons are required to provide us with copies of all Section 16(a) forms they file. Based solely on our review of these forms and written representations from the executive officers and directors, we believe that all Section 16(a) filing requirements were met during fiscal 2014. A late report was filed on behalf of each of Mr. Grant, Mr. Gross and Brian Carter, our Senior Vice President and Corporate Controller, due to administrative error.

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EXECUTIVE COMPENSATION AND RELATED INFORMATION

Compensation Discussion and Analysis

        This Compensation Discussion and Analysis, or CD&A, describes Tetra Tech's compensation program, including the rationale and processes used to determine the fiscal 2014 compensation of our executive officers. This includes the objectives and specific elements of the compensation program, including cash and equity compensation. This CD&A, which may include forward-looking statements, should be read together with the compensation tables and related disclosures that follow this section.

        The CD&A is organized into the following sections:

      •
      Executive Summary;

      •
      Compensation Philosophy and Objectives;

      •
      Compensation Process;

      •
      Compensation Components;

      •
      Fiscal Year 2014 Compensation; and

      •
      Fiscal Year 2015 Compensation Approach.

        In this CD&A, the term

      •
      " Named executive officer " or " NEO " means the CEO, CFO and the three most highly compensated officers, other than the CEO and CFO, who were serving as executive officers at the end of fiscal 2014. For fiscal 2014, the NEOs include the following individuals:

      •
      Dan L. Batrack, Chairman and CEO;

      •
      Steven M. Burdick, Executive Vice President and CFO;

      •
      James R. Pagenkopf, Executive Vice President and President of Engineering and Consulting Services ("ECS");

      •
      Ronald J. Chu, Executive Vice President and President of Technical Support Services ("TSS"); and

      •
      Frank C. Gross, Jr., Executive Vice President and President of Remediation and Construction Management ("RCM").

      •
      " Executive officer " means the NEOs and other executives responsible for Tetra Tech's policy, strategy and operations. For fiscal 2014, there were 13 executive officers serving on the executive management team.


Executive Summary

    •
    Tetra Tech's Fiscal 2014 Financial Performance

        In fiscal 2014, Tetra Tech's operating income increased significantly compared to fiscal 2013, despite the decline in fiscal 2014 revenue compared to the prior year. The revenue decline was partially due to foreign exchange rate fluctuations as the U.S. dollar strengthened during fiscal 2014 against most of the foreign currencies in which Tetra Tech conducts it international business. Excluding the impact of foreign exchange, revenue decreased 3.4% compared to fiscal 2013. This revenue decline reflected continued weakness in Tetra Tech's U.S. federal government, mining, and Eastern Canada businesses. In addition, Tetra Tech's construction activities declined compared to fiscal 2013, due primarily to management's decision to exit from select fixed-price construction markets, the wind-down of large state government transportation projects, and abnormally severe weather conditions in several areas of the U.S. and Canada

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that hindered field activities. The year-over-year comparison reflects (i) restructuring, goodwill impairment, and project-related charges in the third quarter of fiscal 2013, (ii) restructuring and project-related charges in the fourth quarter of fiscal 2014, and (iii) acquisition-related accounting items in both fiscal years.

        Tetra Tech maintained a healthy balance sheet in fiscal 2014, ending the year with net debt (cash and cash equivalents less total debt) of $81.5 million. In fiscal 2014, Tetra Tech returned 82% of its free cash to stockholders, consisting of $80 million in share repurchases and $9 million in cash dividends. Tetra Tech's backlog at the end of fiscal 2014, consisting of funded and authorized work, increased over fiscal 2013 and demonstrated the overall strength of the business.

        The following table shows Tetra Tech's financial performance in the categories used by the Compensation Committee to determine executive officer compensation.

 
  Fiscal 2014   Fiscal 2013   % Change  
 
  ($ in millions)
 

Revenue

  $ 2,483.8   $ 2,613.8     (5 )

Operating income

    153.8     20.2     661  

Cash flow from operating activities

    127.4     137.8     (8 )

Backlog *

    2,011.3     1,913.7     5  
*
Non-GAAP financial measure

        Based upon management's strategic review of Tetra Tech's business in the fourth quarter of fiscal 2014, Tetra Tech reorganized its core operations, beginning in fiscal 2015, to better align them with its markets. This resulted in two renamed reportable segments: Water, Environment and Infrastructure ("WEI"), led by Mr. Pagenkopf and consisting of federal water, environment, and infrastructure activities; and Resource Management and Energy ("RME"), led by Mr. Chu and consisting of oil and gas, energy, global mining, waste management, remediation, utilities, and international development services. These changes are expected to produce significantly higher margins and more predictable results, while better enabling Tetra Tech to address it customers seamlessly. Tetra Tech will report the wind-down of its non-core construction activities in the RCM segment.

    •
    Executive Compensation Aligned with Performance

        The tables below display the NEOs' base salary, variable cash incentive awards, and long-term equity-based incentive awards, and the effect of fiscal 2014 performance on NEO compensation. The compensation is directly reflective of Tetra Tech's financial results, together with the company's strong commitment to align pay with performance. Specifically, for the CEO, (1) his base salary for fiscal 2014 and fiscal 2015 was not increased from fiscal 2013, and (2) he forfeited performance shares awarded in fiscal 2012 and 2013 that did not vest having an aggregate value of $562,792.

Base Salaries

        Base salaries are determined by the Compensation Committee near the beginning of each fiscal year. As reflected in the following table, based upon Tetra Tech's financial performance in fiscal 2013 and at the CEO's recommendation, in November 2013 the Compensation Committee decided that the fiscal 2014 base salaries of NEOs would not be increased from the fiscal 2013 levels.

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Base Salaries for Fiscal 2014 Compared to Fiscal 2013

Named Executive Officers
  Fiscal 2014
Base Salary 		  Fiscal 2013
Base Salary 		  Change  

Dan L. Batrack

  $ 900,000   $ 900,000     0  

Steven M. Burdick

    430,000     430,000     0  

James R. Pagenkopf. 

    430,000     430,000     0  

Ronald J. Chu

    430,000     430,000     0  

Frank C. Gross, Jr. 

    450,000     450,000     0  

        Further, as indicated below under " Fiscal Year 2015 Compensation Approach ", based upon Tetra Tech's financial performance in fiscal 2014 as provided in more detail below, in November 2014 the Compensation Committee decided that the fiscal 2015 base salaries of Messrs. Batrack, Pagenkopf and Gross would not be increased from the fiscal 2014 levels. The fiscal 2015 base salaries of Messrs. Burdick and Chu were increased to $450,000 and $460,000, respectively.

Variable Cash Incentive Awards

        The variable cash incentive awards for the NEOs are consistent with Tetra Tech's core philosophy to pay for performance. For the CEO and CFO, cash incentive awards are based on Tetra Tech's overall financial performance in the fiscal year, together with the executive's individual performance. For Group Presidents, these awards are based upon the financial performance of each Group President's respective business group, together with the executive's individual performance. For both the corporate and group performance components, the awards were generally determined by comparing actual fiscal 2014 performance to the fiscal 2014 target, as approved by the Board at the beginning of the fiscal year, in the categories of (1) gross revenue, (2) operating income, (3) cash flow and (4) backlog.

        Based upon Tetra Tech's and each business group's performance in fiscal 2014, the variable cash incentive awards were as set forth in the table below. The financial results and method of calculation are described below under "Compensation Components—Variable Cash Incentive Awards" .


Variable Cash Incentive Awards for Fiscal 2014 Compared to Fiscal 2013

Named Executive Officers
  Fiscal 2014 ($)   Fiscal 2013 ($)   Change ($)   Change (%)  

Dan L. Batrack

    850,000     720,000     130,000     18  

Steven M. Burdick

    250,000     215,000     35,000     16  

James R. Pagenkopf

    280,000     205,000     75,000     37  

Ronald J. Chu

    400,000     335,000     65,000     19  

Frank C. Gross, Jr. 

    200,000     200,000     0     0  

Long-Term, Equity-Based Incentive Awards

        In November 2013, the Compensation Committee granted long-term equity-based awards to the NEOs, consisting of the following:

      •
      performance shares (representing 40% of the total award), which have performance-based vesting, depending on the growth in Tetra Tech's fully diluted earnings per share from continuing operations ("EPS"), as adjusted, during the three-year performance period following the award, as more fully described below in "Compensation Components—Long-Term, Equity-Based Incentive Awards" ; and

      •
      stock options and RSUs (representing 40% and 20%, respectively, of the total award), which have time-based vesting at the rate of 25% per year.

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        The Compensation Committee believed that this mix offered a total long-term equity incentive opportunity aligned with stockholder interests, with the appropriate balance of risk, performance and retention.

        As indicated below under " Changes in Executive Compensation Policies" , in November 2014, the Compensation Committee changed the mix of awards to place more emphasis on performance-based awards. Further, the Committee changed the vesting schedule so that performance shares have a three-year performance period with cliff vesting at the end of this period. Vesting will be determined 50% by EPS growth and 50% by relative total shareholder return ("TSR"). For the TSR comparison, equal weight will be given to an industry peer group and the S&P 1000.


Long-Term Equity-Based Incentive Awards for Fiscal 2014 Compared to Fiscal 2013

        The fiscal 2014 equity award grant date values are presented below. As indicated in the table above, there can be no assurance that these grant date fair values will ever be realized. In fiscal 2014, the Compensation Committee adopted a policy of tying the aggregate value of long-term equity-based incentive awards to a target percentage of the executive officer's base salary in the preceding fiscal year. For further information concerning this methodology, see "Fiscal 2014 Compensation—Long-Term Equity-Based Incentive Awards" below.

Named Executive Officers
  Fiscal 2014
Equity Award Grant
Value ($) 		  Fiscal 2013
Equity Award Grant
Value ($) 		  Change (%)  

Dan L. Batrack

    2,724,742 (1)   2,242,280     22  

Steven M. Burdick

    542,430 (2)   372,736     46  

James R. Pagenkopf. 

    542,430 (2)   500,864     8  

Ronald J. Chu

    542,430 (2)   486,305     12  

Frank C. Gross, Jr. 

    567,516 (2)   302,848     87  
(1)
Fair value was equivalent to 300% of fiscal 2013 base salary.

(2)
Fair value was equivalent to 125% of fiscal 2013 base salary.


Performance Shares Awarded in Fiscal Years 2012, 2013 and 2014

        Based upon Tetra Tech's fiscal 2014 financial performance, no performance shares awarded in fiscal years 2012 and 2013 vested in November 2014 due to less than 5% year-over-year adjusted EPS growth, and these shares were forfeited. However, the first installment of the performance shares awarded in fiscal year 2014 vested at 140% in November 2014 due to greater than 20% year-over-year adjusted EPS growth. The following table reflects (1) the value of the forfeited performance shares awarded in fiscal years 2012

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and 2013 that were scheduled to vest in November 2014, (2) the value of the additional performance shares (40%) that vested in November 2014, and (3) the aggregate effect on each NEO's compensation:

 
  Forfeited Fiscal 2012
Performance Shares 		  Forfeited Fiscal 2013
Performance Shares 		  Additional Vested
Fiscal 2014
Performance Shares 		  Aggregate
Reduction in
Performance
Share
Compensation
($) (4) 		 
Named Executive Officers
  Number   Effect on
Compensation
($) (1)(4) 		  Number   Effect on
Compensation
($) (2)(4) 		  Number   Effect on
Compensation
($) (3)(4) 		 

Dan L. Batrack

    10,000     (252,000 )   12,333     (310,792 )   5,090     128,268     (434,524 )

Steven M. Burdick

    1,666     (41,983 )   1,666     (41,983 )   1,013     25,528     (58,438 )

James R. Pagenkopf

    2,388     (60,178 )   2,867     (72,248 )   1,013     25,528     (106,898 )

Ronald J. Chu

    2,422     (61,034 )   2,784     (70,157 )   1,013     25,528     (105,663 )

Frank C. Gross, Jr. 

    6,666     (167,983 )   1,734     (43,697 )   1,060     26,712     (184,968 )
(1)
Grant date fair value of $22.53 per share. Accordingly, of the 2012 Stock Awards compensation included in the "Summary Compensation Table" in this proxy statement, $225,300, $37,535, $53,802, $54,568 and $150,185 was not realized by Messrs. Batrack, Burdick, Pagenkopf, Chu and Gross, respectively.

(2)
Grant date fair value of $24.26 per share. Accordingly, of the 2013 Stock Awards compensation included in the "Summary Compensation Table" in this proxy statement, $299,199, $40,417, $69,553, $67,540 and $42,067 was not realized by Messrs. Batrack, Burdick, Pagenkopf, Chu and Gross, respectively.

(3)
Grant date fair value of $27.26 per share.

(4)
Calculated by multiplying (i) the aggregate number of shares that were forfeited and (ii) the number of additional shares that vested by $25.20, the closing price of our common stock on September 26, 2014 (the last business day of our fiscal year).

        For further information concerning the fiscal 2014 vesting policies relating to performance shares, see "Fiscal 2014 Compensation—Long-Term Equity-Based Incentive Awards" below.

Fiscal 2014 NEO Compensation Elements

        Tetra Tech is committed to a pay for performance philosophy and continues to emphasize variable performance-based compensation over fixed or guaranteed pay. As illustrated in the following charts, approximately 80% of the CEO's and 66% of the other NEOs' total direct compensation opportunity in fiscal 2014 was "at risk", based on changes in Tetra Tech's stock price and/or the achievement of short-term and long-term financial objectives. Also, a significant portion of the NEOs' total direct compensation is granted in the form of long-term incentives. The Compensation Committee believes that the balance of fixed and variable compensation, as well as short-term and long-term compensation elements, maintains a strong link between the NEOs' compensation and Tetra Tech performance, and motivates executives to deliver strong business performance, which creates stockholder value.


2014 Total Direct Compensation Mix—CEO

GRAPHIC

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2014 Average Total Direct Compensation Mix—Other NEOs

GRAPHIC

Total Realized Compensation

        The following table shows the compensation actually realized by our NEOs in each of the last three fiscal years. This information is not intended as, nor should it be considered as, a substitute for the Summary Compensation Table required by SEC regulations. The primary difference between the two tables arises from the accounting value attributed to equity awards at grant date in the Summary Compensation Table ("SCT") while the Total Realized Compensation Table below shows the cash value actually realized by an NEO exercising equity awards or having equity awards vest in a given year (before payment of applicable withholding taxes and brokerage commissions).

        As shown in the table, for fiscal 2014, the total compensation realized by the CEO was 59% of his total compensation reflected in the SCT, and the average total compensation realized by the other NEOs was 77% of their average total compensation shown in the SCT. The Compensation Committee believes that the information in the table below demonstrates the implementation of the pay for performance philosophy.


Total Realized Compensation Table

Name and Principal Position
  Fiscal
Year 		  Salary
($) (1) 		  Bonus
($) 		  Non-Equity
Incentive
Plan
Compensation
($) (2) 		  Vested
Stock
Awards
($) (3) 		  Exercised
Option
Awards
($) (3) 		  All Other
Compensation
($) (4) 		  Total Realized
Compensation
($) (3) 		  Total
Compensation
as Reported
in SCT ($) (5) 		  Difference
Between
Realized
Compensation
and Reported
Compensation
($) 		 

Dan L. Batrack

    2014     900,000   —     850,000     133,524     759,922     39,840     2,683,286     4,514,582     (1,831,296 )

Chairman and Chief

    2013     884,615   —     720,000     788,701     29,948     40,395     2,463,659     3,887,290     (1,423,631 )

Executive Officer

    2012     791,250   —     1,250,000     598,185     15,392     41,586     2,696,413     3,997,736     (1,301,323 )

Steven M. Burdick

   
2014 		   
430,000 		 

—

   
250,000 		   
23,096 		   
400,420 		   
43,237 		   
1,146,753 		   
1,265,667 		   
(118,914
)

Executive Vice President

    2013     425,384   —     215,000     99,150     —     39,132     778,666     1,052,252     (273,586 )

and Chief Financial

    2012     400,000   —     367,000     78,877     —     45,446     891,323     1,152,246     (260,923 )

Officer

                                                           

James R. Pagenkopf. 

   
2014 		   
430,000 		 

—

   
280,000 		   
31,035 		   
74,286 		   
29,014 		   
844,335 		   
1,281,444 		   
(437,109
)

Executive Vice President

    2013     425,384   —     205,000     147,210     —     28,909     806,503     1,160,157     (353,654 )

and President of ECS

    2012     386,539   —     300,000     82,933     5,070     25,902     800,444     1,169,628     (369,184 )

Ronald J. Chu

   
2014 		   
430,000 		 

—

   
400,000 		   
30,140 		   
346,718 		   
34,931 		   
1,241,789 		   
1,404,361 		   
(165,572
)

Executive Vice President

    2013     425,384   —     335,000     170,305     —     30,706     961,395     1,277,395     (316,000 )

and President of TSS

    2012     386,539   —     312,000     129,408     13,600     36,137     877,684     1,198,493     (320,809 )

Frank C. Gross, Jr. 

   
2014 		   
450,000 		 

—

   
200,000 		   
110,024 		   

—

   
37,329 		   
797,353 		   
1,254,845 		   
(457,492
)

Executive Vice President

    2013     448,461   —     200,000     244,833     —     34,773     928,067     986,082     (58,015 )

and President of RCM

    2012     440,000   —     347,000     90,685     —     37,347     915,212     1,441,733     (526,521 )
(1)
The fiscal 2013 base salaries became effective on November 17, 2012, and were not retroactive to the beginning of fiscal 2013. Accordingly, during the period from October 1, 2012 to November 17, 2012, the NEOs received compensation based on their prior base salaries. This resulted in fiscal 2013 salary totals being different than the base salaries that became effective on November 17, 2012. This situation occurs each fiscal year since salaries are set in November and are not retroactive to the beginning of the fiscal year.

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(2)
Consists of variable cash incentive awards paid to the NEOs.

(3)
Total realized compensation represents the value realized from the exercise of stock options and the vesting of performance shares and RSUs, as applicable (as reflected in the "Options Exercised and Stock Vested" table below for the applicable fiscal year). No performance shares vested in fiscal 2014. Total realized compensation also includes "All Other Compensation."

(4)
For components of "All Other Compensation," see footnote (5) of the SCT.

(5)
Reflects total compensation as reported in the SCT in accordance with SEC regulations.
    •
    Changes in Executive Compensation Policies

        In November 2014, the Compensation Committee and Board of Directors approved several key changes in Tetra Tech's executive compensation policies to improve its governance practices for the benefit of stockholders. The table below outlines these changes:

GRAPHIC

    •
    Executive Compensation Philosophy and Practices

        Tetra Tech considers its executive compensation program to be instrumental in helping the company realize its business objectives and effective in rewarding its executive officers for their role in achieving strong financial and operational performance. Tetra Tech's executive officers are compensated in a manner consistent with Tetra Tech's strategy, competitive practice, sound compensation governance principles, and stockholder interests and concerns.

        Tetra Tech is requesting its stockholders' support of Proposal No. 2—Advisory Vote on Executive Compensation. Last year, our stockholders approved our executive compensation philosophy and program by 98% of stockholder votes. The tables below outline Tetra Tech's pay for performance philosophy and

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the strong governance practices employed with the intention of best serving stockholders over the long term.

GRAPHIC

        Compensation decisions and other details are discussed in the remainder of this CD&A.


Compensation Philosophy and Objectives

        Tetra Tech's overarching philosophy concerning executive compensation is that it should be structured to be market competitive and to align the long-term interests of its executives, stockholders and clients so that the compensation appropriately reflects performance in achieving financial and non-financial operating objectives. In order to live up to this philosophy, the Compensation Committee believes that a significant portion of an executive's compensation should be "at risk" in the form of performance-based incentive awards that are paid, if earned, as a result of individual and company performance.

        Within this overall philosophy, the Compensation Committee's ongoing objectives are:

      •
      to attract and retain a high-quality executive team by providing competitive compensation and benefits that reflect Tetra Tech's financial and operational size;

      •
      to offer a total compensation program that is flexible in adapting to evolving regulatory requirements and changing economic and social conditions, and takes into consideration the compensation practices of peer companies identified based on an objective set of criteria;

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      •
      to provide annual variable cash incentive awards based on Tetra Tech's satisfaction of designated financial and non-financial objectives; and

      •
      to align the financial interests of executive officers with those of stockholders by providing appropriate long-term, equity-based incentives and retention awards that encourage a culture of ownership consistent with established stock ownership guidelines.

        There are three major components of the annual compensation of our NEOs: base salary, variable cash incentive awards, and long-term, equity-based incentive awards. Emphasis is placed on the two performance-based components, variable cash and equity incentive awards, as more specifically shown below:

Named Executive Officers
  Fiscal 2014
Total Direct
Compensation* ($) 		  Variable
Compensation
as a % of
Total Direct
Compensation (%) 		 

Dan L. Batrack

    4,474,742     80  

Steven M. Burdick

    1,222,430     65  

James R. Pagenkopf

    1,252,430     66  

Ronald J. Chu

    1,372,430     69  

Frank C. Gross, Jr. 

    1,217,516     63  
*
Amounts would be realized only if performance metrics are achieved. There can be no assurance that the grant date fair values of the performance share components will ever be realized by the NEOs.

        In addition, no NEO has an employment agreement, is subject to a supplemental executive retirement plan, or received matching contributions on deferred compensation, tax gross-ups or tax-equalization payments. The NEOs have limited perquisites as described below under "Group Benefits/Perquisites" . Further, there are no guaranteed bonuses, special pension arrangements or special severance arrangements, other than change in control agreements described in the "Potential Payments upon Termination or Change in Control" section of this proxy statement.

        •     Pay for Performance Alignment.     The Compensation Committee retained Towers Watson as its independent compensation consultant to analyze Tetra Tech's pay for performance alignment with respect to the CEO and the other NEOs. To test this alignment, Towers Watson evaluated:

      •
      the CEO's and other NEOs' realizable pay at Tetra Tech compared to the realizable pay of their counterparts at publicly-traded companies designated as peers as of the end of fiscal year 2013 (as described under "Compensation Process" below); and

      •
      Tetra Tech's corporate performance compared to the performance of the publicly-traded peer companies.

        Towers Watson performed its analysis based on the most recently completed three-year period (2011 - 2013) for both Tetra Tech and the peer companies. For pay elements (aggregate for fiscal years 2011 - 2013), Towers Watson reviewed realizable total direct compensation, consisting of:

      •
      aggregate salary +

      •
      aggregate actual bonuses paid +

      •
      realizable gains of long-term incentive awards granted during the relevant three-year period.

        For performance metrics (using a compound annual growth rate ("CAGR") for fiscal years 2011 - 2013), Towers Watson reviewed a corporate performance composite comprised of:

      •
      revenue;

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      •
      operating income;

      •
      free cash flow; and

      •
      TSR.

        These metrics were selected based on Tetra Tech's performance measurement framework for its short-term and long-term executive incentive programs. Additionally, Towers Watson included TSR as it provides an objective, consistent measurement across Tetra Tech and its peers, and it is the measure most frequently referenced by stockholders and their advisors.

        Towers Watson found that corporate performance and both the CEO's and other NEOs' pay were strongly aligned during the 2011-2013 period, as indicated below. Strongly aligned represents a percentile difference between pay and performance of 1% - 15%.



GRAPHIC
 

GRAPHIC

        •     Stock Ownership Guidelines.     To further the goal of aligning the interests of executive officers with those of stockholders by providing appropriate long-term incentives, Tetra Tech has maintained a policy regarding minimum ownership of shares by Tetra Tech's executive officers since November 2010. These ownership guidelines, as updated in November 2013, call for the CEO to own shares of Tetra Tech's common stock having a value equal to the lesser of at least three times the CEO's base salary or 108,000 shares; for each Executive Vice President to own shares having a value equal to the lesser of at least two times base salary or a fixed number of shares; and for each other executive officer to own shares having a value equal to the lesser of at least one times the executive officer's base salary or a fixed number of shares. Until an executive officer's stock ownership requirement is met, the executive officer must retain at least 75% of "gain shares" resulting from the exercise of a stock option or vesting of a performance share award. With respect to stock options, "gain shares" means the total number of shares of common stock that are being exercised less the number of shares, if any, used in the case of a cashless exercise to pay for the exercise price. With respect to performance share and RSU awards, "gain shares" means the total number of shares of common stock subject to any such equity award that vest. Gain shares do not include shares of common stock that are used to satisfy tax withholding obligations. Each executive officer has five years from the later of the date of such officer's appointment or the date of adoption of the guidelines to attain the required ownership level. In addition to shares of common stock, vested but unexercised stock options, and vested performance shares and RSUs, count in determining stock ownership for purposes of the guidelines. An executive officer who fails to comply with the stock ownership guidelines will be required to use one-third of any net annual cash bonus to purchase shares of Tetra Tech stock. As of November 2014, all of Tetra Tech's executive officers met the stock ownership guidelines except Brian Carter, who has three years to meet the required ownership level.

        •     Clawback Requirements.     Tetra Tech's Executive Compensation Plan and the 2015 Plan (see Proposal No. 3) each provides that if Tetra Tech is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirements under the securities laws, then each

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participant shall return to Tetra Tech, or forfeit if not yet paid, a specified amount. The amount is any payment received with respect to an award under the Executive Compensation Plan during the three-year period preceding the date on which Tetra Tech is required to prepare the accounting restatement, based on the erroneous data less what would have been paid to the participant under the accounting restatement as determined by the Compensation Committee in accordance with the Clawback Requirements and any policy adopted by the Compensation Committee pursuant to the Clawback Requirements.

        •     Compensation-Related Risk Management.     The Compensation Committee's annual review and approval of Tetra Tech's compensation philosophy and strategy includes the review of compensation-related risk management. In this regard, the Compensation Committee reviewed Tetra Tech's compensation program for executives, and believes that the program appropriately mitigates the risk associated with incentive-based pay. The Compensation Committee designed the compensation program and the metrics under the annual and long-term performance-based incentive components to curb inappropriate risk taking. For example, Tetra Tech does not offer guaranteed bonuses. In addition, the annual and long-term performance-based incentive awards utilize multiple performance metrics and the rewards are aligned with the interests of stockholders. If Tetra Tech's stockholders benefit from its performance, the executive officers are rewarded. Accordingly, the Compensation Committee has concluded that the compensation program does not create risks that are reasonably likely to have a material adverse effect on Tetra Tech.

        Further, the Compensation Committee believes that Tetra Tech's executive compensation program provides an appropriate pay philosophy, peer group and benchmarking to support business objectives with meaningful risk mitigation measures and negative discretion by the Compensation Committee. The program provides an effective balance of cash and equity mix, short-term and long-term performance focus, corporate and business group focus, individual performance focus, and financial performance measurement that avoids taking short-term risks at the expense of long-term stockholder interests. In addition, the following risk oversight and compensation design features described in greater detail elsewhere in this CD&A safeguard against excessive risk taking:

      •
      stock ownership requirements and a clawback policy;

      •
      prohibitions on executive officers engaging in any speculative transactions in Tetra Tech securities like hedging, and from pledging Tetra Tech securities in margin accounts or as collateral for a loan;

      •
      executive bonus payouts are based on financial performance metrics that drive stockholder value; and

      •
      long-term, equity-based incentive awards for executive officers are also based on financial metrics that drive stockholder value, and all equity awards have vesting requirements that align employees' interests with stockholders.


Compensation Process

        Each November, following the conclusion of Tetra Tech's fiscal year on or about September 30, the Compensation Committee meets to determine the compensation for each executive officer, as follows: (1) the base salary is set for the succeeding fiscal year; (2) the variable cash incentive award is determined for the prior fiscal year, based upon financial performance in that year; and (3) the long-term, equity-based incentive awards are granted for the succeeding fiscal year, based on a multiple of salary in the prior fiscal year. Accordingly, in November 2013, the Compensation Committee determined the base salaries for fiscal 2014, the cash incentive awards for fiscal 2013 based on fiscal 2013 financial performance, and the equity awards for fiscal 2014. In November 2014, the Compensation Committee determined the base salaries for fiscal 2015, the cash incentive awards for fiscal 2014 based on fiscal 2014 financial performance, and the equity awards for fiscal 2015.

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        The Compensation Committee begins its process of deciding how to compensate Tetra Tech's NEOs by considering the competitive market data provided by Towers Watson and Tetra Tech's human resources staff. The Compensation Committee engaged Towers Watson to provide advice and recommendations on competitive market practices and specific compensation decisions. In November 2013, the market data included information from peer company proxy data and an industry-specific survey provided by FMI Corporation. This was used to identify a list of 16 companies that comprised Tetra Tech's peer companies. These peers consisted of companies that (1) focus primarily on engineering consulting services, consistent with Tetra Tech's executive talent competitors, (2) are size-relevant based on Tetra Tech's gross revenue, and (3) include both publicly traded and privately held firms. The peer companies are listed below:

AECOM Technology Corporation   Jacobs Engineering Group, Inc.
Arcadis US Inc.   MasTec Inc.
Black & Veatch Corporation   Parsons Brinckerhoff, Inc.
CDM Smith, Inc.   Parsons Corporation
CH2M Hill Companies Ltd.   The Shaw Group, Inc.
Dycom Industries Inc.   Tutor Perini Corporation
Foster Wheeler AG   URS Corporation
HDR, Inc.   Willbros Group, Inc.

        In November 2014, the methodology changed due to insufficient data from FMI Corporation. Accordingly, Towers Watson's market rates were comprised of data from one or both of two sources: proxy data of seven industry peer companies, size-adjusted to Tetra Tech's revenue using regression analysis, and general industry survey data, also size-adjusted, as obtained from the Towers Watson Compensation Data Bank. The purpose of the regression analysis was to predict the 50 th  percentile of market pay rates at Tetra Tech's level of corporate revenue. In addition, an acquired company (The Shaw Group, Inc.) and two companies that primarily provide the type of construction services that Tetra Tech is in the process of exiting (MasTec Inc. and Tutor Perini Corporation), were removed from the peer group. The revised group of peer companies is as follows:

AECOM Technology Corporation   HDR, Inc.
Arcadis US Inc.   Jacobs Engineering Group, Inc.
Black & Veatch Corporation   Parsons Brinckerhoff, Inc.
CDM Smith, Inc.   Parsons Corporation
CH2M Hill Companies Ltd.   URS Corporation
Dycom Industries Inc.   Willbros Group, Inc.
Foster Wheeler AG    

        To the extent of available information, the positions and compensation levels of Tetra Tech's NEOs were compared to those of their counterpart positions at the peer companies, and the compensation levels for comparable positions at the peer companies were examined for guidance in determining base salaries, variable cash incentive awards, long-term, equity-based incentive awards, and total compensation.

        The Compensation Committee retains and does not delegate any of its exclusive power to determine all matters of executive compensation and benefits, although it seeks input and recommendations from the CEO and Tetra Tech's human resources staff. Further, the Compensation Committee and the Audit Committee jointly determine the performance of the CFO. The Compensation Committee reports to the Board of Directors on the major items covered at each Compensation Committee meeting. Towers Watson works directly with the Compensation Committee (and not on behalf of management) to assist the Compensation Committee in satisfying its responsibilities, and has undertaken no projects for management except at the request of the Compensation Committee chairman and in the capacity of the Compensation Committee's agent where such projects are in direct support of the Compensation Committee's charter. No work performed by Towers Watson during fiscal 2014 raised any conflict of interest.

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        In determining executive compensation, the Compensation Committee also considers, among other factors, the possible tax consequences to Tetra Tech and its executives. To maintain maximum flexibility in designing compensation programs, the Compensation Committee, while considering company tax deductibility as one of its factors in determining compensation, will not limit compensation to those levels or types of compensation that are intended to be deductible. For example, the cash incentive awards paid to the NEOs and the performance shares awarded to the NEOs for fiscal 2014 are intended to comply with the exemption for performance-based compensation under Code Section 162(m), but the stock options and RSUs with time-based vesting granted to the NEOs in fiscal 2013 are subject to the deduction limits of Code Section 162(m). In November 2013, the Compensation Committee implemented the amended and restated Executive Compensation Plan, which was approved by stockholders at the 2014 annual meeting.

        The Compensation Committee considers the accounting consequences to Tetra Tech of different compensation decisions and the impact on stockholder dilution. However, neither of these factors will compel a particular compensation decision.


Compensation Components

        For fiscal 2014, Tetra Tech's executive compensation package included the same components as in fiscal 2013, as follows:

      •
      base salary;

      •
      variable cash incentive awards; and

      •
      long-term, equity-based incentive awards.

        The Compensation Committee believes these compensation components align the interests of our executives and our stockholders by basing a significant portion of total compensation on performance and achievement of our short- and long-term goals. The specific mix among the individual components reflects market compensation arrangements and individual position and performance.

        Similar to the practice of many peers, for retention purposes, Tetra Tech has shifted towards increasing executive officer base salaries to be closer to the 50 th  percentile of the applicable peer group. In addition, Tetra Tech provides compensation in the form of performance-based cash awards, performance shares with performance-based vesting, and stock options and RSUs with time-based vesting. The Compensation Committee remains committed to the philosophy that a majority of the executive officers' total compensation be comprised of variable, performance-based incentives that are tied to an increase in stockholder value.


Fiscal 2014 Compensation

        •     Base Salary.     The Compensation Committee establishes base salaries near the beginning of Tetra Tech's fiscal year, based on performance in the prior fiscal year and data from peer companies. The compensation philosophy for the CEO is to set his base salary near the 50 th  percentile of the peers. With respect to the Compensation Committee's analysis of CEO compensation for fiscal 2014, Towers Watson performed an independent assessment of the competitiveness of the CEO's compensation and offered recommendations. Towers Watson's review included competitive analyses of (1) the CEO's total direct compensation opportunity, including base salary, target bonus opportunity, and long-term, equity-based award value; and (2) the pay-for-performance alignment in relation to certain peer companies for which relevant information was available. After considering the information provided by Towers Watson and Tetra Tech's financial performance, the Compensation Committee determined that the CEO's base salary for fiscal 2014 should not be increased, although the median salary for CEOs of the peer companies was $965,000.

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        With respect to the other NEOs in fiscal 2014, Towers Watson concluded that competitive positioning varied by executive, but in the aggregate these NEOs continued to be near the 25 th  percentile for base salary. Towers Watson advised the Compensation Committee that, in general, it considers an individual executive's pay to be in line with the market when salary is within 10% of the median. After considering the information provided by Towers Watson, Tetra Tech's fiscal year financial performance, and the CEO's recommendation, the Compensation Committee determined that each NEO's base salary should not be increased, as reflected in the table below.

Named Executive Officers
  Fiscal 2013
Base Salary 		  Fiscal 2014
Base Salary 		  % Change  

Dan L. Batrack

  $ 900,000   $ 900,000     0  

Steven M. Burdick

    430,000     430,000     0  

James R. Pagenkopf. 

    430,000     430,000     0  

Ronald J. Chu

    430,000     430,000     0  

Frank C. Gross, Jr. 

    450,000     450,000     0  

        •     Variable Cash Incentive Awards.     The Compensation Committee believes that a significant portion of the annual cash compensation of each NEO should be in the form of variable cash incentive pay. Annual cash incentive awards are used to motivate executive officers to meet and exceed annual company objectives. As explained below, these incentives are paid to reward the achievement of specified operating, financial, strategic and individual measures, and goals that are expected to contribute to stockholder value creation over time.

        Performance measures and goals for determining annual cash incentive awards for NEOs for fiscal 2014 were pre-established, are determined and paid in accordance with, Tetra Tech's Executive Compensation Plan. The measures and goals were based on Tetra Tech's achievement of its fiscal 2014 objectives, as contained in Tetra Tech's fiscal 2014 Annual Operating Plan ("AOP") for the corporation as a whole and for each of its business groups. The AOP was approved by the Board of Directors in November 2013. Each executive's individual contribution is also evaluated.

        For each NEO, the cash incentive awards are calculated by multiplying the individual's annual base salary at fiscal year-end by the individual's target award percentage, and multiplying the result by a corporate or group performance factor ("CPF"), as applicable, and an individual performance factor ("IPF"), as follows:

 
   
   
    CASH INCENTIVE AWARD = BASE SALARY × TARGET AWARD % × CPF × IPF    

        The target annual incentive opportunities for the executive officers are derived in part from peer group and competitive survey analysis data, and in part by the Compensation Committee's judgment on the internal equity of the positions, scope of job responsibilities and the executives' industry experience and tenure. Potential adjustments to the annual incentive target for the executive officers are considered by the Compensation Committee on an annual basis. The Compensation Committee did not adjust the fiscal 2014 target annual incentive opportunity for any of the executive officers because the Committee believed they were appropriate and commensurate with the responsibilities of those executives.

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        The following table sets forth the target award percentage and the maximum award possible as a percentage of fiscal 2014 base salary for each NEO. Their minimum award opportunity is zero.

Named Executive Officers
  Minimum Bonus
as a % of Base
Salary 		  Target Award
(%) 		  Maximum Bonus
as a % of Base
Salary (%)* 		 

Dan L. Batrack

    0     120     202  

Steven M. Burdick

    0     75     126  

James R. Pagenkopf

    0     75     126  

Ronald J. Chu

    0     75     126  

Frank C. Gross, Jr. 

    0     75     126  
*
The maximum opportunity is 168% of each NEO's target award.

        The CPF has a range of 0 to 1.4 with a target of 1.0 based on achievement of key performance and financial objectives set forth in the AOP. The CPF for executive officers other than the Group Presidents is based on Tetra Tech's overall performance in the fiscal year. The CPF for the Group Presidents is based upon the performance of their respective business groups. In each case, actual fiscal 2014 performance was compared to the fiscal 2014 target in the categories of:

      •
      gross revenue;

      •
      operating income;

      •
      cash flow; and

      •
      backlog.

        The Compensation Committee retains the discretion to adjust results in appropriate circumstances. Further, the Committee may elect to "zero" the CPF if results are significantly below expected targets or a manageable event negatively and severely impacted stockholder value.

        Specifically, for each metric, the Compensation Committee reviewed fiscal 2014 performance as a percentage of the target and determined an award percentage (from 0 to 1.4). The results were then averaged to determine the preliminary CPF. The CPF was then increased or decreased depending upon the growth level of the applicable AOP targets. This "growth factor" was determined by comparing the fiscal 2013 actual results to the fiscal 2014 targets, as a percentage of the fiscal 2013 actual results. The Compensation Committee then applied a factor (0.9 for less than 5% growth; 1.0 for growth of 5% to 10%; 1.1 for growth of 10% to 15%; and 1.2 for greater than 15% growth) for each metric based on the growth of that metric. The results were then averaged to determine the final CPF. This process is illustrated below for each of the NEOs.

        The IPF, determined by the Compensation Committee following a recommendation by the CEO (other than with respect to himself), has a range of 0 to 1.2 with a target of 1.0 for expected contribution level. The IPF for the CFO is determined jointly by the Audit Committee and Compensation Committee, giving strong consideration to the Audit Committee's assessment of the strength of Tetra Tech's internal financial controls, the accuracy and appropriateness of its financial reporting, and the leadership provided by the CFO to the company.

        For purposes of the IPF, the CEO evaluates and scores each executive officer (other than himself) based on performance categories, including contribution to the successful achievement of annual operational goals, leadership at Tetra Tech in such officer's area of responsibility, strategic planning, and the implementation of applicable corporate objectives. In fiscal 2014, these objectives were as follows:

      •
      maintaining high standards in business ethics;

      •
      maintaining high standards in customer service;

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      •
      enhancing Tetra Tech's organizational structure;

      •
      developing a three-year strategic plan that achieves value creation objectives;

      •
      further implementing the contract management process to minimize risk and surprises;

      •
      improving key management metrics and reporting;

      •
      improving corporate-wide marketing functions and processes;

      •
      winning key/targeted program competitions;

      •
      further implementing Tetra Tech's enterprise resource planning system migration plan;

      •
      identifying succession candidates for all executive positions;

      •
      targeting corporate general and administrative expense to not exceed a specified percentage of gross revenue;

      •
      reducing legal and risk management insurance expenses while maintaining service levels; and

      •
      providing a safe and healthy workplace for employees.

        The minimum performance threshold for each of the CPF and the IPF is 0.6. Accordingly, the achievement of less than 60% in either the CPF or IPF would result in the elimination of the executive officer's bonus. However, the Compensation Committee has the discretion to adjust specific performance bonus amounts when deemed to be in the best interests of Tetra Tech and its stockholders. The maximum pay-out is 168% of target (maximum CPF of 1.4 × maximum IPF of 1.2).

        The Compensation Committee determined that the CPF for Messrs. Batrack and Burdick would be 0.88, based on Tetra Tech's performance, in accordance with the following calculation.

Metric (Tetra Tech)
  Actual FY
2014 (1) 		  Actual FY 2014
as a % of Target
FY 2014 		  Preliminary
Award
%
(0-1.4) 		  Growth %   Factor
Applied 		  Final Award
%
(0-1.4) 		 

Gross Revenue

    2,483,814     86     0.86     11     1.1     0.94  

Operating Income

    95,139 (2)   49 (2)   0.49     191     1.2     0.59  

Cash Flow

    127,376     84     0.84     10     1.1     0.92  

Backlog

    2,011,293     96     0.96     10     1.1     1.05  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

                0.79                 0.88  
(1)
Reflects an estimate at time of Compensation Committee determination.

(2)
Adjusted downward to reflect the impact of purchase accounting contributions.

        Based on Tetra Tech's performance in fiscal 2014 and Mr. Batrack's overall contribution to the company in fiscal 2014, the Compensation Committee determined that Mr. Batrack should receive an IPF of 1.00. However, the Committee exercised its discretion and reduced Mr. Batrack's calculated bonus of $950,400 to $850,000 due to claims and contract loss issues in fiscal 2014, as well as the absence of significant acquisitions.

        Following its consideration of Mr. Batrack's analysis and recommendation concerning Mr. Burdick's performance and overall contribution to the company in fiscal 2014, the Compensation Committee (together with the Audit Committee) concluded that Mr. Burdick should receive an IPF of 1.00. However, the Compensation Committee exercised its discretion and reduced Mr. Burdick's calculated bonus from $282,000 to $250,000 due to the factors noted above with respect to Mr. Batrack.

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        The Compensation Committee determined that the CPF for Mr. Pagenkopf would be 0.96, based on ECS' performance, in accordance with the following calculation:

Metric (ECS)
  Actual FY
2014 (1) 		  Actual FY 2014
as a % of Target
FY 2014 		  Preliminary
Award %
(0-1.4) 		  Growth %   Factor
Applied 		  Final Award
%
(0-1.4) 		 

Gross Revenue

    963,024     96     0.96     –3     0.9     0.87  

Operating Income

    76,015     87     0.87     97     1.2     1.05  

Cash Flow

    80,066     89     0.89     92     1.2     1.07  

Backlog

    631,270     97     0.97     4     0.9     0.87  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

                0.92                 0.96  
(1)
Reflects an estimate at time of Compensation Committee determination.

        Following its consideration of Mr. Batrack's analysis and recommendation concerning Mr. Pagenkopf's performance and overall contribution to Tetra Tech in fiscal 2014, the Compensation Committee determined that Mr. Pagenkopf should receive an IPF of 0.90. The rating was due in part to performance issues in ECS' mining, Eastern Canada operations, and Canadian oil and gas operations, offset by ECS' success in its traditional market areas.

        The Compensation Committee determined that the CPF for Mr. Chu would be 1.09, based on TSS' performance, in accordance with the following calculation:

Metric (TSS)
  Actual FY
2014 (1) 		  Actual FY 2014
as a % of
Target
FY 2014 		  Preliminary
Award %
(0-1.4) 		  Growth %   Factor
Applied 		  Final
Award
%
(0-1.4) 		 

Gross Revenue

    912,749     99     0.99     –1     0.9     0.90  

Operating Income

    91,859     109     1.09     17     1.2     1.31  

Cash Flow

    91,273     109     1.09     19     1.2     1.31  

Backlog

    729,004     92     0.92     4     0.9     0.87  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

                1.03                 1.09  
(1)
Reflects an estimate at time of Compensation Committee determination.

        Following its consideration of Mr. Batrack's analysis and recommendation concerning Mr. Chu's performance and overall contribution to Tetra Tech in fiscal 2014, the Compensation Committee determined that Mr. Chu should receive an IPF of 1.15. Mr. Chu exceeded expectations in all major performance categories, and effectively managed his organization during fiscal 2014.

        The Compensation Committee determined that the CPF for Mr. Gross would be 0.50, based on RCM's performance, in accordance with the following calculation:

Metric (RCM)
  Actual FY
2014 (1) 		  Actual
FY 2014
as a % of
Target
FY 2014 		  Preliminary
Award %
(0-1.4) 		  Growth %   Factor
Applied 		  Final Award
%
(0-1.4) 		 

Gross Revenue

    703,253     78     0.78     24     1.2     0.94  

Operating Income

    0     0     0     NM     1.0     0  

Cash Flow

    0     0     0     NM     1.0     0  

Backlog

    734,514     98     0.98     14     1.1     1.07  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

                0.44                 0.50  
(1)
Reflects an estimate at time of Compensation Committee determination.

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        Following its consideration of Mr. Batrack's analysis and recommendation concerning Mr. Gross' performance and overall contribution to Tetra Tech in fiscal 2014, the Compensation Committee determined that Mr. Gross should receive an IPF of 0.80. Although the CPF for RCM was less than 0.6, the Compensation Committee exercised its discretion to award a bonus to Mr. Gross in light of his leadership of RCM under difficult circumstances and his management of the company's claims resolution process.

        Based on the above analysis, the Compensation Committee approved cash incentive awards for fiscal 2014 to the NEOs as follows. Such awards reflected the discretion of the Compensation Committee.

Named Executive Officers
  Fiscal 2014
Base Salary
($) 		  Target
Award
Percentage
(%) 		  Corporate
Performance
Factor 		  Individual
Performance
Factor 		  Calculated
Cash
Incentive
Award
($) 		  Actual
Cash
Incentive
Award
($) 		 

Dan L. Batrack

    900,000     120     0.88     1.00     950,400     850,000  

Steven M. Burdick

    430,000     75     0.88     1.00     282,000     250,000  

James R. Pagenkopf

    430,000     75     0.96     0.90     280,000     280,000  

Ronald J. Chu

    430,000     75     1.09     1.15     400,000     400,000  

Frank C. Gross, Jr. 

    450,000     75     0.50     0.80     0     200,000  

        •     Long-Term, Equity-Based Incentive Awards.     The objective of Tetra Tech's long-term, equity-based incentive awards is to align the interests of executive officers with stockholders, and to provide each executive officer with an incentive to manage Tetra Tech from the perspective of an owner with an equity stake in the business. Specifically, long-term incentive awards are designed to:

      •
      reward financial performance and encourage the achievement of long-term sustained growth of stockholder value;

      •
      aid in the retention of key executives;

      •
      balance the effect of market dynamics on equity compensation;

      •
      take into consideration the effect of equity award expense on Tetra Tech performance; and

      •
      foster executive officer stock ownership.

        The Compensation Committee grants these awards to executive officers annually after the close of the fiscal year. The Committee's policy is to grant these equity awards following the public release of Tetra Tech's fourth quarter and fiscal year financial results, during an open trading window, and to establish grant dates in advance. In November 2013, the Compensation Committee made its fiscal 2014 annual awards to the executive officers.

        To strike an appropriate balance between encouraging stock price appreciation and EPS growth, the Compensation Committee determined that, for fiscal 2014, the equity mix would consist of 40% stock options (which have value only if Tetra Tech's share price increases over the option term), 40% performance shares (which have value if Tetra Tech achieves certain growth in EPS over the three-year vesting schedule as described below), and 20% time-vested RSUs (the value of which will vary dependent upon Tetra Tech's share price), based on the respective values of these awards. This mix was changed in November 2014 as noted below under "Fiscal 2015 Compensation Approach" .

        With respect to the CEO, the fair value of the equity award was equivalent to 300% of Mr. Batrack's fiscal 2013 base salary, although Towers Watson determined that the 50 th  percentile for awards to the CEOs at the peer companies was 330% of base salary. With respect to the other NEOs, the fair value of the equity award was equivalent to 125% of their respective 2013 base salaries. Each executive officer's targeted opportunity is converted into specific grants by dividing the total targeted value (the targeted

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percentage of base salary) by the Black-Scholes value of an option and the fair market value of a share of stock immediately prior to the award date.

        Fiscal 2014 grants of stock options, and awards of performance shares and RSUs, were made to the NEOs as follows:

Named Executive Officers
  Stock Options (#)   Grant Value
of Stock
Options ($) 		  Performance
Shares (#) 		  Grant Value of
Performance
Shares ($) 		  RSUs (#)   Grant Value
of RSUs ($) 		 

Dan L. Batrack

    116,254     1,088,137     38,176     1,091,070     19,088     545,535  

Steven M. Burdick

    23,143     216,618     7,600     217,208     3,800     108,604  

James R. Pagenkopf

    23,143     216,618     7,600     217,208     3,800     108,604  

Ronald J. Chu

    23,143     216,618     7,600     217,208     3,800     108,604  

Frank C. Gross, Jr. 

    24,220     226,699     7,950     227,211     3,975     113,606  

        •     Stock Options.     All stock options vest in equal annual installments over four years provided that the NEO remains employed by Tetra Tech, and expire on the eighth anniversary of the grant date. The exercise price represents the closing selling price per share of Tetra Tech's common stock on the grant date. The option grant placed a significant portion of the NEOs' total compensation at risk, since the option grant delivers a return only if Tetra Tech's common stock appreciates over the option's exercisable term. Further, the vesting provisions are designed to retain the services of the NEO for an extended duration.

        •     Performance Shares.     Each year, the Compensation Committee awards performance shares to be used for the three-year plan that starts in that fiscal year. For example, in November 2013, the 2014 - 2016 plan was authorized. The performance share awards under that plan vest in equal annual installments over the three-year performance period.

        Vesting is performance-based, dependent on the growth in Tetra Tech's EPS, as adjusted ("Adjusted EPS"), during the three-year performance period. These adjustments, which ensure consistency among the fiscal years, include the exclusion of the impacts from (1) goodwill impairment, (2) accounting changes requiring current and prior period adjustments due to materiality under relevant SEC Staff Accounting Bulletins and related accounting pronouncements, (3) changes in newly issued or existing accounting principles and related interpretations for the vesting years one to three, (4) the settlement of tax audits more or less than amounts previously recorded, (5) gains and losses from dispositions of subsidiaries and significant business lines, and (6) shares issued and costs incurred in connection with acquisitions, mergers or debt restructurings. Further, Compensation Committee discretion is allowed for instances of one-time events and management adjustments.

        For each three-year plan, the prior year Adjusted EPS is the measure control point, which cannot be modified. For example, for the grant made in fiscal 2014 that will vest through fiscal 2016, the fiscal 2013 Adjusted EPS of $0.66 is the basis of measurement. Annual award vesting is as follows:

Annual Award Vesting % of Installment
  Adjusted EPS Growth

0

  less than 5% year-over-year growth

60

  5 to 9% year-over-year growth

100

  10 to 14% year-over-year growth

120

  15 to 20% year-over-year growth

140

  greater than 20% year-over-year

        At the end of each fiscal year, the Adjusted EPS for that fiscal year is determined and compared to the measure control point EPS so that the growth rate may be calculated. For each executive officer, the Adjusted EPS growth rate is used to determine the vesting percentage of each installment, as indicated in the table above. If less than 100% of an installment vests, the balance of that installment is forfeited. Each

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installment of stock eligible for vesting in a given year is scored based upon the average annual Adjusted EPS growth since the year in which that installment was granted.

        Since the Compensation Committee implemented a new performance share plan in each of fiscal 2012, 2013 and 2014, for purposes of performance share vesting in fiscal 2014, there were three individual plans, each with its own performance period and Adjusted EPS control points. Based upon the CFO's determination, as approved by the Compensation Committee, that the fiscal 2014 Adjusted EPS was $0.83, the Compensation Committee concluded the following:

      •
      for the 2012 plan, the three-year average annual growth rate over the control point of $1.45 was 0%. Accordingly, 0% of the third installment of that award vested;

      •
      for the 2013 plan, the two-year average annual growth rate over the control point of $1.63 was 0%. Accordingly, 0% of the second installment of that award vested; and

      •
      for the 2014 plan, the growth rate over the control point of $0.66 was 26%. Accordingly, 140% of the first installment of that award vested.

        The Compensation Committee modified Tetra Tech's performance share plan in November 2014 as noted below under "Fiscal 2015 Compensation Approach".

        •     Restricted Stock Units.     The Compensation Committee began granting RSUs to the executive officers in fiscal 2013. All RSUs vest in equal annual installments over four years provided that the executive officer remains employed by Tetra Tech. These vesting provisions are designed to retain the services of the executive officer for an extended duration.

        Please refer to the table entitled "Grants of Plan-Based Awards—Fiscal 2014" in this proxy statement for additional information regarding the above-described grants to the NEOs and all other outstanding equity awards previously granted to the NEOs.

        •     Vesting Upon Change in Control.     Tetra Tech has entered into change in control agreements with each of the executive officers. Under these agreements, upon the occurrence of a change in control, all outstanding unvested stock options, performances shares and RSUs held by the executive officers that were granted prior to November 3, 2014 will vest (regardless of whether any applicable performance targets have been met), subject to the executive officer remaining employed by Tetra Tech on such date.

        On November 3, 2014, all of these change in control agreements were amended and restated to provide that equity awards made on and after November 3, 2014 will not automatically vest. Instead, the unvested stock options, performance shares and RSUs will vest if, during the period commencing on the date of the change in control and ending on the second anniversary of such date, the executive's employment is terminated "other than for cause" or for "good reason." Upon such occurrence, all unvested stock option, restricted stock and RSU awards subject solely to time-based vesting shall vest in full, and all equity awards that vest upon the achievement of performance criteria will vest based on actual performance results.

        Please refer to the "Potential Payments upon Termination or Change in Control" section of this proxy statement for additional information regarding change in control events and outstanding awards granted to the NEOs.

        •     Group Benefits/Perquisites.     The Compensation Committee believes that perquisites for executive officers should be limited in scope and value. The benefits approved by the Compensation Committee are as follows: a vehicle allowance of $900 per month; an estate/financial planning, and tax planning and preparation allowance of up to $4,000 per year; an allowance of up to $6,000 per year for memberships of each executive officer's choice; and a medical allowance of up to $1,000 per year for annual physical exam expenses not reimbursed by Tetra Tech's medical plan. In addition, the CEO is entitled to a company-paid country club membership, which he has not utilized.

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        With the exception of the benefits described above and the right with other enumerated employees to participate in the nonqualified deferred compensation plan described below, there are no special employee benefit plans for the executive officers. Tetra Tech's executive officers are eligible to participate in the same employee benefit plans and on the same basis as all other Tetra Tech employees.

        •     Deferred Compensation Plan.     Tetra Tech's Deferred Compensation Plan is available to directors and a select group of highly compensated employees, including all executive officers. A primary rationale for adopting the plan was to provide an opportunity for individual retirement savings on a tax- and cost-effective basis, recognizing that Tetra Tech does not sponsor a pension plan on behalf of the executive officers or other employees covered by the plan.

        Tetra Tech does not make matching contributions under the Deferred Compensation Plan other than potential restoration of matching amounts to make up for certain limits applicable to Tetra Tech's 401(k) plan, at the discretion of Tetra Tech's Deferred Compensation Plan Committee. The Deferred Compensation Plan administrator is the Deferred Compensation Plan Committee.

        Please refer to the table entitled "Nonqualified Deferred Compensation—Fiscal 2014" in this proxy statement and the information set forth below that table for additional information regarding the Deferred Compensation Plan.


Fiscal Year 2015 Compensation Approach

        As noted in the Executive Summary, in November 2014, the Compensation Committee and Board of Directors approved several key changes in Tetra Tech's executive compensation policies to improve its governance practices for the benefit of stockholders. These policy changes included the following:

      •
      at least 50% of the executive's overall equity award will consist of performance-based performance share units ("PSUs");

      •
      PSUs will have a three-year performance period with cliff vesting at the end of such period;

      •
      PSU vesting will be determined 50% by EPS growth and 50% by relative TSR; and

      •
      for the TSR comparison, equal weight will be given to an industry peer group and the S&P 1000.

        Prior to the end of fiscal 2014, the Compensation Committee again retained Towers Watson to perform an independent assessment of the competitiveness of the CEO's and other executive officers' cash and equity-based compensation and offer recommendations. Based upon its review of the Towers Watson report, Tetra Tech's financial performance in fiscal 2014, the CEO's recommendations and other considerations, the Compensation Committee took the following actions in November 2014:

    •
    Base Salaries— The fiscal 2015 base salaries of Messrs. Batrack, Pagenkopf and Gross were not increased from the fiscal 2014 levels. The fiscal 2015 base salaries of Messrs. Burdick and Chu were increased to $450,000 (4.7%) and $460,000 (7.0%), respectively.

    •
    Variable Cash Incentive Awards— The target award opportunity for the CEO was maintained at 120%, and the target award opportunities for the CFO and the Group Presidents were maintained at 75%, of base salary. The maximum pay-out opportunity was increased from 168% to 200%, in the event of superior performance as determined by the Compensation Committee. Achievement of the variable cash incentive awards in fiscal 2015 will continue to be determined solely on the basis of annual performance, as measured against Tetra Tech's annual operating plan for fiscal 2015, as approved by the Board of Directors.

    •
    Long-Term, Equity-Based Incentive Awards— The equity award mix from fiscal 2014 was revised as follows to place additional emphasis on performance-based awards:

      •
      the percentage of performance shares/PSUs was increased to 50% from 40%;

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        •
        the percentage of stock options was decreased to 25% from 40%; and

        •
        the percentage of time-vested RSUs was increased to 25% from 20%,

      based on the respective values of these awards.

        The equity awards, as a percentage of fiscal 2014 base salary, were as follows: CEO, 350%, and other NEOs, 125%. Accordingly, the Compensation Committee granted the following equity awards to the NEOs:

Named Executive Officers
  Stock Options   PSUs   RSUs  

Dan L. Batrack

    95,455     63,000     31,500  

Steven M. Burdick

    16,288     10,750     5,375  

James R. Pagenkopf. 

    16,288     10,750     5,375  

Ronald J. Chu

    16,288     10,750     5,375  

Frank C. Gross, Jr. 

    17,045     11,250     5,625  

Compensation Committee Report

         The information contained in this report shall not be deemed to be "soliciting material," to be "filed" with the SEC or be subject to Regulation 14A or Regulation 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference in future filings with the SEC except to the extent that Tetra Tech specifically incorporates it by reference into a document filed under the Securities Act of 1933 or the Exchange Act.

        The Compensation Committee has reviewed and discussed the CD&A section of this proxy statement with Tetra Tech's management. Based on that review and those discussions, the Compensation Committee recommended to the Board of Directors that the CD&A section be included in this proxy statement and incorporated by reference into Tetra Tech's Annual Report on Form 10-K for its 2014 fiscal year.

Submitted by the Compensation Committee

J. Kenneth Thompson, Chairman
Patrick C. Haden
Albert E. Smith
Kirsten M. Volpi

Compensation Committee Interlocks and Insider Participation

        The members of the Compensation Committee for fiscal 2014 were Patrick C. Haden, Albert E. Smith, J. Kenneth Thompson and Kirsten M. Volpi. No member of the Compensation Committee was at any time during the 2014 fiscal year one of our officers or employees, and no member had any relationship with us requiring disclosure under Item 404 of Regulation S-K. During fiscal 2014, none of our executive officers has served on the board of directors or compensation committee of any other company, which company has or had one or more executive officers who served as a member of our Board of Directors or Compensation Committee.

Summary of Compensation

        The following table sets forth the compensation earned by the NEOs for services rendered in all capacities to us and our subsidiaries for each of the last three fiscal years during which such individuals served as executive officers. Our NEOs for fiscal 2014 include our CEO, CFO and the three most highly compensated executive officers (other than the CEO and CFO) in fiscal 2014 who were serving as executive officers at the end of fiscal 2014. No executive officer who would have otherwise been includable

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in such table on the basis of total compensation earned for fiscal 2014 has been excluded by reason of his or her termination of employment or change in executive officer status during the fiscal year.


Summary Compensation Table

Name and Principal Position
  Fiscal
Year 		  Salary
($) (1) 		  Bonus
($) 		  Non-Equity
Incentive
Plan
Compensation
($) (2) 		  Stock
Awards
($) (3) 		  Option
Awards
($) (4) 		  All Other
Compensation
($) (5) 		  Total ($)  

Dan L. Batrack

    2014     900,000     —     850,000     1,636,605     1,088,137     39,840     4,514,582  

Chairman and Chief Executive

    2013     884,615     —     720,000     1,346,430     895,850     40,395     3,887,290  

Officer

    2012     791,250     —     1,250,000     675,900     1,239,000     41,586     3,997,736  

Steven M. Burdick

   
2014 		   
430,000 		   

—

   
250,000 		   
325,812 		   
216,618 		   
43,237 		   
1,265,667 		 

Executive Vice President and

    2013     425,384     —     215,000     232,896     139,840     39,132     1,052,252  

Chief Financial Officer

    2012     400,000     —     367,000     112,650     227,150     45,446     1,152,246  

James R. Pagenkopf

   
2014 		   
430,000 		   

—

   
280,000 		   
325,812 		   
216,618 		   
29,014 		   
1,281,444 		 

Executive Vice President and

    2013     425,384     —     205,000     312,954     187,910     28,909     1,160,157  

President of ECS

    2012     386,539     —     300,000     161,405     295,782     25,902     1,169,628  

Ronald J. Chu

   
2014 		   
430,000 		   

—

   
400,000 		   
325,812 		   
216,618 		   
34,931 		   
1,407,361 		 

Executive Vice President and

    2013     425,384     —     335,000     303,857     182,448     30,706     1,277,395  

President of TSS

    2012     386,539     —     312,000     163,748     300,069     36,137     1,198,493  

Frank C. Gross, Jr. (6) . 

   
2014 		   
450,000 		   

—

   
200,000 		   
340,817 		   
226,699 		   
37,329 		   
1,254,845 		 

Executive Vice President and

    2013     448,461     —     200,000     189,228     113,620     34,773     986,082  

President of RCM

    2012     440,000     —     347,000     450,600     166,786     37,347     1,441,733  
(1)
Effective November 21, 2014, the annual base salaries for the NEOs for fiscal 2015 are as follows: Mr. Batrack, $900,000 (no increase); Mr. Burdick, $450,000; Mr. Pagenkopf, $430,000 (no increase); Mr. Chu, $460,000; and Mr. Gross, $450,000 (no increase). The fiscal 2013 base salaries became effective on November 17, 2012, and were not retroactive to the beginning of fiscal 2013. Accordingly, during the period from October 1, 2012 to November 17, 2012, the NEOs received compensation based on their prior base salaries. This resulted in fiscal 2013 salary totals being different than the base salaries that became effective on November 17, 2012. This situation occurs each fiscal year since salaries are set in November and are not retroactive to the beginning of the fiscal year.

(2)
The amounts listed in this column for fiscal 2014 reflect the cash awards paid to the NEOs for fiscal 2014 performance, as further described in the CD&A section of this proxy statement and the "Grants of Plan-Based Awards—Fiscal 2014" table below. The amounts listed in this column for fiscal 2013 and 2012 reflect the cash awards paid to the NEOs for performance in those fiscal years.

(3)
The amounts in the Stock Awards column represent the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of performance shares and RSUs awarded during the applicable fiscal year. For each award, the grant date fair value is calculated using the closing price of our common stock on the grant date as if these awards were vested and issued on the grant date. For the performance share awards, this is based upon the probable outcome of applicable performance conditions (100% vesting), estimated as of the grant date. The amounts shown disregard estimated forfeitures. There can be no assurance that these grant date fair values will ever be realized by the NEOs. See the "Grant of Plan-Based Awards—Fiscal 2014" table below for information on awards made in fiscal 2014. The maximum values that could have been earned for the performance shares (140% vesting) were: for Mr. Batrack, $1,527,487, $1,256,668 and $946,260 for fiscal 2014, 2013 and 2012, respectively; for Mr. Burdick, $304,091, $217,370 and $157,710 for fiscal 2014, 2013 and 2012, respectively; for Mr. Pagenkopf, $304,091, $292,090 and $225,967 for fiscal 2014, 2013 and 2012, respectively; for Mr. Chu, $304,091, $283,599 and $229,247 for fiscal 2014, 2013 and 2012, respectively; and for Mr. Gross, $318,095, $176,613 and $630,840 for fiscal 2014, 2013 and 2012, respectively.

(4)
The amounts in the Options Awards column represent the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of stock options granted during the applicable fiscal year. For information on the valuation assumptions relating to stock option grants, refer to the note on Stockholders' Equity and Stock Compensation Plans in the notes to consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year in which the stock option was granted. There can be no assurance that these grant date fair values will ever be realized by the NEOs. See the "Grants of Plan-Based Awards—Fiscal 2014" table below for information on stock option grants made in fiscal 2014.

(5)
Consists of the employer contribution made on behalf of each of the NEOs to our qualified retirement plan, as well as automobile, membership, estate/financial planning and medical allowances described in the CD&A section of this proxy statement.

(6)
Mr. Gross has served as President of RCM since July 18, 2011. Pursuant to his employment offer, we agreed to award Mr. Gross, for fiscal 2012, 20,000 performance shares that vest over three years, with vesting based on the growth in our Adjusted EPS.

        The following table provides information on stock option, performance share, RSU and cash-based performance awards, in fiscal 2014 to each of our NEOs. There can be no assurance that the Grant Date

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Fair Value of Stock and Option Awards, as listed in this table, will ever be realized. These Grant Date Fair Value amounts are also included in the "Stock Awards" and "Option Awards" columns of the Summary Compensation table.


Grants of Plan-Based Awards—Fiscal 2014

 
   
   
   
   
   
   
   
  All
Other
Stock
Awards:
Number of
Shares
of Stock
or Units (1)
(#) 		  All
Other
Option
Awards:
Number of
Securities
Underlying
Options (1)(2)
(#) 		   
   
 
 
   
  Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards 		  Estimated Possible Payouts
Under Equity Incentive
Plan Awards 		  Exercise
or Base
Price of
Option
Awards
($) 		  Grant
Date Fair
Value of
Stock and
Option
Awards
($) 		 
Name
  Grant
Date 		  Threshold
($) 		  Target
($) 		  Maximum
($) 		  Threshold
(#) 		  Target
(#) 		  Maximum
(#) 		 

Dan L. Batrack

  (3)     —     1,080,000     1,818,000                                            

  11/22/13                                               116,254     28.58     1,088,137  

  11/22/13 (4)                       —     38,176     53,446     38,176                 1,091,070  

  11/22/13 (5)                                         19,088                 545,535  

Steven M. Burdick

  (3)     —     322,500     541,800                                            

  11/22/13                                               23,143     28.58     216,618  

  11/22/13 (4)                       —     7,600     10,640     7,600                 217,208  

  11/22/13 (5)                                         3,800                 108,604  

James R. Pagenkopf

  (3)     —     322,500     541,800                                            

  11/22/13                                               23,143     28.58     216,618  

  11/22/13 (4)                       —     7,600     10,640     7,600                 217,208  

  11/22/13 (5)                                         3,800                 108,604  

Ronald J. Chu

  (3)     —     322,500     541,800                                            

  11/22/13                                               23,143     28.58     216,618  

  11/22/13 (4)                       —     7,600     10,640     7,600                 217,208  

  11/22/13 (5)                                         3,800                 108,604  

Frank C. Gross, Jr. 

  (3)     —     337,500     567,000                                            

  11/22/13                                               24,220     28.58     226,699  

  11/22/13 (4)                       —     7,950     11,130     7,950                 227,211  

  11/22/13 (5)                                         3,975                 113,606  
(1)
These awards will vest in full and, if applicable, become immediately exercisable in the event of a change in control, as defined in each NEO's change in control agreement. However, equity awards made on and after November 3, 2014 will not automatically vest. Instead, the unvested stock options, performance shares/units and RSUs will vest if, during the period commencing on the date of the change in control and ending on the second anniversary of such date, the executive's employment is terminated "other than for cause" or for "good reason." Upon such occurrence, all unvested stock option, restricted stock and RSU awards subject solely to time-based vesting will vest in full, and all equity awards that vest upon the achievement of performance criteria will vest based on actual performance results. We refer you to "Potential Payments upon Termination or Change in Control" tables below for further information.

(2)
These stock option awards were granted under the 2005 Plan. The grant date fair value is $9.36. The options vest as to 25% of the shares subject to the options on each of the first through fourth anniversaries of the grant date. The options have a maximum term of eight years subject to earlier termination upon cessation of service. The exercise price of each option may be paid in cash or in shares of common stock valued at the closing price on the exercise date, or may be paid with the proceeds from a same-day sale of the purchased shares. For additional detail on the grant date fair value of these options, see footnote (4) to the Summary Compensation Table above.

(3)
This row represents the possible annual cash incentive awards for fiscal 2014. More information about these payments appears above in the CD&A section of this proxy statement. The actual award payments, as determined by the Compensation Committee on November 21, 2014, are included in the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table above. The target and maximum values are calculated by multiplying: (i) 120% and 202%, respectively, by Mr. Batrack's annual base salary; and (ii) 75% and 126%, respectively, by Messrs. Burdick, Pagenkopf, Chu and Gross' respective annual base salaries, as in effect at the end of fiscal 2014. Consistent with prior fiscal years, there was no threshold value for fiscal 2014.

(4)
The amounts shown in these rows reflect, in share amounts, the threshold, target and maximum potential awards of performance shares, as further discussed in the CD&A section of this proxy statement. Vesting is performance-based over a three-year period and is completely at risk. The number of shares that vest, from 0% to 140% of the installment, is based on the growth in our Adjusted EPS. Accordingly, there is no threshold value. For additional detail on the grant date fair value of these shares, see footnote (3) to the Summary Compensation Table above.

(5)
The amounts shown in these rows reflect the awards of RSUs, as further discussed in the CD&A section of this proxy statement. The RSUs vest as to 25% of the RSUs on each of the first through fourth anniversaries of the award date. For additional detail on the grant date fair value of these shares, see footnote (3) to the Summary Compensation Table above.

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        The following table shows the number of our common shares covered by exercisable and unexercisable stock options, and the number of unvested performance shares and RSUs, held by our NEOs as of September 28, 2014:


Outstanding Equity Awards at 2014 Fiscal Year-End

 
  Option Awards   Stock Awards  
Name
  Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable 		  Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable 		  Option
Exercise
Price
($) 		  Option
Expiration
Date 		  Number of
Shares or
Units of Stock
That Have
Not Vested
(#) 		  Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)* 		 

Dan L. Batrack

    30,000     —     23.68     11/16/15 (1)            

    50,000     —     16.98     11/14/16 (2)            

    70,000     —     25.55     11/13/17 (3)            

    75,000     25,000     23.48     11/12/18 (4)            

    75,000     75,000     22.53     11/11/19 (5)            

    25,625     76,875     24.26     11/16/20 (6)            

    —     116,254     28.58     11/22/21 (7)            

                            10,000 (8)   252,000  

                            24,666 (9)   621,583  

                            13,875 (6)   349,650  

                            38,176 (10)   962,035  

                            19,088 (7)   481,018  

Steven M. Burdick

    16,750     —     23.68     11/16/15 (1)            

    16,750     —     16.98     11/14/16 (2)            

    16,750     —     25.55     11/13/17 (3)            

    12,563     4,187     23.48     11/12/18 (4)            

    13,750     13,750     22.53     11/11/19 (5)            

    4,000     12,000     24.26     11/16/20 (6)            

    —     23,143     28.58     11/22/21 (7)            

                            1,666 (8)   41,983  

                            4,266 (9)   107,503  

                            2,400 (6)   60,480  

                            7,600 (10)   191,520  

                            3,800 (7)   95,760  

James R. Pagenkopf

    8,000     —     23.68     11/16/15 (1)            

    8,000     —     16.98     11/14/16 (2)            

    10,000     —     25.55     11/13/17 (3)            

    24,132     8,061     23.48     11/12/18 (4)            

    17,905     17,904     22.53     11/11/19 (5)            

    5,375     16,125     24.26     11/16/20 (6)            

    —     23,143     28.58     11/22/21 (7)            

                            2,388 (8)   60,178  

                            5,733 (9)   144,472  

                            3,225 (6)   81,270  

                            7,600 (10)   191,520  

                            3,800 (7)   95,760  

Ronald J. Chu

    29,413     —     25.55     11/13/17 (3)            

    24,714     8,237     23.48     11/12/18 (4)            

    18,164     18,164     22.53     11/11/19 (5)            

    5,219     15,656     24.26     11/16/20 (6)            

    —     23,143     28.58     11/22/21 (7)            

                            2,422 (8)   61,034  

                            5,566 (9)   140,263  

                            3,131 (6)   78,901  

                            7,600 (10)   191,520  

                            3,800 (7)   95,760  

Frank C. Gross, Jr. 

    22,500     7,500     21.65     7/18/19 (11)            

    10,096     10,096     22.53     11/11/19 (5)            

    3,250     9,750     24.26     11/16/20 (6)            

    —     24,220     28.58     11/22/21 (7)            

                            6,666 (8)   167,983  

                            3,466 (9)   87,343  

                            1,950 (6)   49,140  

                            7,950 (10)   200,340  

                            3,975 (7)   100,170  
*
The market value of the unvested performance shares and RSUs is calculated by multiplying the number of shares that have not vested by the closing price of our common stock at September 26, 2014 (the last business day of our fiscal year), which was $25.20.

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Vesting Schedule for Outstanding Stock Options, Unvested Performance Shares and Unvested RSUs

Note
  Grant Dates   Vesting Dates
  (1)     11/16/07   25% on 11/16/08; 25% annually for next 3 years

 
(2)
 
 
11/14/08
 
25% on 11/14/09; 25% annually for next 3 years

 
(3)
 
 
11/13/09
 
25% on 11/13/10; 25% annually for next 3 years

 
(4)
 
 
11/12/10
 
25% on 11/12/11; 25% annually for next 3 years

 
(5)
 
 
11/11/11
 
25% on 11/11/12; 25% annually for next 3 years

 
(6)
 
 
11/16/12
 
25% on 11/16/13; 25% annually for next 3 years

 
(7)
 
 
11/22/13
 
25% on 11/22/14; 25% annually for next 3 years

 
(8)
 
 
11/11/11
 
Annually over 3 years based on Adjusted EPS growth, as further described in the CD&A

 
(9)
 
 
11/16/12
 
Annually over 3 years based on Adjusted EPS growth, as further described in the CD&A

 
(10)
 
 
11/22/13
 
Annually over 3 years based on Adjusted EPS growth, as further described in the CD&A

 
(11)
 
 
7/18/11
 
25% on 7/18/12; 25% annually for next 3 years

        Outstanding options under the 2005 Plan have a maximum term of eight years measured from the applicable grant date. Outstanding options under our earlier plans have a maximum term of ten years measured from the applicable grant date. All options are subject to earlier termination in the event of the optionee's cessation of service with us. The exercise price for each outstanding option is equal to the closing price per share of common stock on the grant date.

        The following table shows the number of shares acquired by each of the NEOs during fiscal 2014 through stock option exercises and the vesting of performance shares and RSUs. The table also presents the value realized upon such exercises and vesting, as calculated, in the case of stock options, based on the difference between the market price of our common stock at exercise and the option exercise price, and as calculated, in the case of performance shares and RSUs, based on the closing price per share of our common stock on the NASDAQ Global Select Market on the vesting date.


Options Exercised and Stock Vested—Fiscal 2014

 
  Option Awards   Stock Awards  
Name
  Number of
Shares
Acquired on
Exercise
(#) 		  Value
Realized on
Exercise
($) 		  Number of
Shares
Vested*
(#) 		  Value
Realized on
Vesting
($) 		 

Dan L. Batrack

    100,413     759,922     4,625     133,524  

Steven M. Burdick

    41,750     400,420     800     23,096  

James R. Pagenkopf

    13,500     74,286     1,075     31,035  

Ronald J. Chu

    33,750     346,718     1,044     30,140  

Frank C. Gross, Jr. 

    —     —     3,983     110,024  
*
Consists of RSUs. No performance shares vested in fiscal 2014.

        The following table shows each NEO's contributions and earnings during fiscal 2014 and account balance as of September 28, 2014, under the Deferred Compensation Plan.

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Nonqualified Deferred Compensation—Fiscal 2014

Name
  Executive
Contributions
in Last Fiscal
Year ($) (1) 		  Registrant
Contributions
in Last Fiscal
Year ($) 		  Aggregate
Earnings in
Last Fiscal
Year ($) (2) 		  Aggregate
Withdrawals or
Distributions ($) 		  Aggregate
Balance at
Last Fiscal
Year-end ($) (3) 		 

Dan L. Batrack

    853,962     —     70,965     —     2,693,465  

Steven M. Burdick

    182,308     —     207,617     —     1,801,448  

James R. Pagenkopf

    63,500     —     34,390     —     488,097  

Ronald J. Chu

    5,788     —     78,706     —     724,911  

Frank C. Gross, Jr. 

    —     —     —     —     —
 
(1)
These amounts were included in the "Salary" and/or "Non-Equity Incentive Plan Compensation" columns, as applicable, of the Summary Compensation Table.

(2)
None of the amounts are included in the Summary Compensation Table because plan earnings were not preferential or above-market.

(3)
None of the amounts are included in Summary Compensation Table because we did not make any contributions to the Deferred Compensation Plan during fiscal 2014.

        The Deferred Compensation Plan is an unfunded and unsecured deferred compensation arrangement that is designed to allow the participants to defer a percentage of their base salary, bonuses and/or directors fees in a manner similar to the way in which our 401(k) plan operates, but without regard to the maximum deferral limitations imposed on 401(k) plans by the Code. In addition, as of November 14, 2013, participants may also defer their performance shares and/or RSUs. The Deferred Compensation Plan is designed to comply with Code Section 409A. As required by applicable law, participation in the Deferred Compensation Plan is limited to a group of our management employees, which group includes each of our NEOs. Since the adoption of the Deferred Compensation Plan by the Board of Directors in 2006, we have not made any contribution on behalf of any participant.

        Amounts deferred by each participant pursuant to the Deferred Compensation Plan are credited to a bookkeeping account maintained on behalf of that participant. Amounts credited to each participant under the Deferred Compensation Plan are periodically adjusted for earnings and/or losses at a rate that is equal to one or more of the measurement funds selected by the Deferred Compensation Plan Committee and elected by a participant. As of the end of fiscal 2014, the measurement funds consisted of the following: Fidelity VIP Money Market Initial, PIMCO VIT Total Return Admin., PIMCO VIT Real Return Admin., PIMCO VIT Global Bond (Unhedged) Admin., MainStay VP High Yield Corporate Bond Initial, MainStay VP T. Rowe Price Equity Income Initial, Fidelity VIP Index 500 Initial, American Funds IS Growth 2, Invesco V.I. American Value I, Fidelity VIP III Mid Cap Initial, Delaware VIP Small Cap Value Std., Deutsche Small Cap Index VIP A, Invesco VIF International Growth I, MFS VIT II International Value Initial, MainStay VP DFA/DuPont Capital Emerging Markets Eq., and Invesco VIF Global Real Estate I. In addition, we may credit additional matching amounts to a participant's account for any plan year as determined by the Compensation Committee, including a matching contribution on deferrals over the IRS limitation on compensation that may be taken into account under our 401(k) plan. Distributions are made in accordance with elections filed by participants.

Potential Payments Upon Termination or Change in Control

        None of our NEOs have an employment agreement with us. The CEO's employment may be terminated at any time at the discretion of the Board of Directors. The employment of the other NEOs may be terminated at any time by the CEO with the Board's concurrence.

        We have entered into an amended and restated change in control agreement with each of our NEOs, which terminate on March 25, 2018. The agreements provide that if the NEO's employment is terminated by us without cause or by the NEO with good reason, in each case, in connection with or within two years

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of a change in control that occurs during the term of the agreement, we will pay or provide the following severance benefits:

      •
      severance pay equal to $3,960,000 (in the case of Mr. Batrack), and 175% of base salary (in the case of our other NEOs);

      •
      a pro-rata target bonus for the year of termination, based on actual performance and the number of days the NEO worked during the year;

      •
      the bonus the NEO earned for the year preceding the year of termination if such bonus had not yet been paid;

      •
      a payment equal to 102% of the cost of providing one year of health benefits (two years in the case of Mr. Batrack) to the NEO and his or her dependents substantially similar to those provided immediately prior to such termination date.

        Under the terms of the change in control agreements, if an NEO's employment is terminated due to his or her death or disability, in each case, within two years of a change in control that occurs during the term of the agreement, we will pay a pro-rata target bonus for the year of termination, based on the number of days the NEO worked during the year, together with the bonus the NEO earned for the year preceding the year of termination if such bonus had not yet been paid.

        Each NEO will also be paid or provided with any unpaid base salary, accrued vacation and unreimbursed expenses through the date of his employment termination, together with any benefits to which the NEO is entitled under our benefits programs.

        In addition, upon the occurrence of a change in control, all outstanding unvested stock options, performance shares and RSUs held by the NEOs that were granted prior to November 3, 2014 will vest (regardless of whether any applicable performance targets have been met), subject to the NEO remaining employed by us on such date. However, equity awards made on and after November 3, 2014 will not automatically vest. Instead, the unvested stock options, performance shares/units and RSUs will vest if, during the period commencing on the date of the change in control and ending on the second anniversary of such date, the executive's employment is terminated without cause or for good reason. Upon such occurrence, all unvested stock option, performance share/unit and RSU awards subject solely to time-based vesting shall vest in full, and all equity awards that vest upon the achievement of performance criteria will vest based on actual performance results.

        The payments and benefits described above will be reduced to the extent that they would result in triggering excise taxes under Section 4999 of the Internal Revenue Code (or be within $1,000 of doing so), unless the NEO would be better off by at least $50,000 on an after-tax basis, after taking into account all taxes and receiving the full amount of the payments and benefits. In that case, the payment and benefits would not be reduced. In no event are we obligated to provide any tax gross-up or similar payment to cover any NEO's Section 4999 excise tax.

        A "change in control" for purposes of the change in control agreements generally consists of one or more of the following events:

      •
      an acquisition by any person of beneficial ownership of securities representing 50% or more of the combined voting power of our voting securities (on one date or during any 12-month period);

      •
      the consummation of a merger, reorganization or consolidation if our stockholders (together with any trustee or fiduciary acquiring securities under any benefit plan) do not own more than 50% of the combined voting power of the merged company's then-outstanding securities (other than a recapitalization in which no person acquires more than 50% of the combined voting power of our outstanding securities); or

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      •
      a sale of all or substantially all of our assets (other than a sale to an entity in which our stockholders own 50% or more of the voting securities of such entity).

        A termination for "good reason" for purposes of the change in control agreements generally includes any of the following actions by us in connection with or following a change in control:

      •
      a material diminution of the NEO's base salary, annual bonus opportunity or both;

      •
      a material diminution in the NEO's authority, duties or responsibilities;

      •
      a material diminution in the authority, duties or responsibilities of the supervisor to whom the NEO is required to report;

      •
      a material diminution in the budget over which the NEO retains authority; or

      •
      a material change in the geographic location at which the NEO must perform his or her services.

        An NEO will only be entitled to terminate his or her employment for good reason if he or she has provided us with notice of the occurrence of a condition described above within 60 days of its initial existence and we have failed to remedy such condition within 30 days after receipt of the notice.

        A termination for "cause" means:

      •
      the willful and continued failure of the NEO to perform substantially his or her duties (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the NEO by the board of directors or chief executive officer; or

      •
      the willful engaging by the NEO in illegal conduct or gross misconduct that is materially and demonstrably injurious to the company.

Assumptions Regarding the Tables

        The tables below were prepared as though a change in control occurred on September 28, 2014 (the last day of our most recent fiscal year), and the employment of each of our NEOs was terminated on this date. For purposes of any calculations involving equity awards, we have used the closing share price of our common stock on September 26, 2014 (the last business day of our fiscal year), which was $25.20. We are required by the SEC to use these assumptions. However, the NEOs' employment was not terminated on September 28, 2014, and a change in control did not occur on this date. As a result, there can be no assurance that a termination of employment, a change in control or both would produce the same or similar results as those described if either or both of them occur on any other date or at any other price, or if any assumption used in this disclosure is not correct in fact. All amounts set forth below are estimates only. The following are the equity award and annual bonus assumptions:

      •
      stock options that become vested due to a change in control are valued based on their option spread (i.e, the difference between the fair market value of a share of common stock at the time of the change in control and the exercise price);

      •
      the value of performance shares and RSUs that vest upon a change in control are taken into account at full fair market value; and

      •
      given that each of the NEO's employment has been deemed to have been terminated on the last day of the fiscal year, any annual bonus with respect to such year would have been earned as of such date under the terms of our bonus program. As such, no amounts with respect to pro-rated bonuses have been included in the tables below.

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Dan L. Batrack

 
  Termination
Without Cause
or With Good
Reason ($) 		  Termination
Due to Death or
Disability
($) (1) 		  Termination
Due to
Resignation
($) (2) 		  Termination
Due to Cause
($) (2) 		 

Severance Benefits

    3,960,000     —     —     —  

Pro-Rated Bonus

    —     —     —     —  

Health Benefits

    37,584     —     —     —  

Accelerated Vesting of Unvested Stock Options (3)

    315,513     315,513     315,513     315,513  

Accelerated Vesting of Unvested Performance Shares (3)

    1,835,618     1,835,618     1,835,618     1,835,618  

Accelerated Vesting of Unvested RSUs (3)

    830,668     830,668     830,668     830,668  

Golden Parachute Cut-back (if any)

    —     —     —     —
 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total

    6,979,383     2,981,799     2,981,799     2,981,799  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
(1)
The only cash compensation payable is the pro-rated bonus, together with the bonus earned from the prior year if not yet paid. Other payments available from life insurance or disability plans.

(2)
The only cash compensation payable is any unpaid compensation.

(3)
Does not include the value associated with options to purchase our common stock, performance shares and RSUs that were vested as of September 28, 2014. See "Outstanding Equity Awards at 2014 Fiscal Year-End" for information regarding outstanding vested stock options. See "Options Exercised and Stock Vested—Fiscal 2014" for information regarding RSUs that vested in fiscal 2014. No performance shares vested in fiscal 2014.

Steven M. Burdick

 
  Termination
Without Cause
or With Good
Reason ($) 		  Termination
Due to Death or
Disability
($) (1) 		  Termination
Due to
Resignation
($) (2) 		  Termination
Due to Cause
($) (2) 		 

Severance Benefits

    752,500     —     —     —  

Pro-Rated Bonus

    —     —     —     —  

Health Benefits

    18,792     —     —     —  

Accelerated Vesting of Unvested Stock Options (3)

    55,195     55,195     55,195     55,195  

Accelerated Vesting of Unvested Performance Shares (3)

    341,006     341,006     341,006     341,006  

Accelerated Vesting of Unvested RSUs (3)

    156,240     156,240     156,240     156,240  

Golden Parachute Cut-back (if any)

    —     —     —     —
 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total

    1,323,733     552,441     552,441     552,441  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
(1)
The only cash compensation payable is the pro-rated bonus, together with the bonus earned from the prior year if not yet paid. Other payments available from life insurance or disability plans.

(2)
The only cash compensation payable is any unpaid compensation.

(3)
Does not include the value associated with options to purchase our common stock, performance shares and RSUs that were vested as of September 28, 2014. See "Outstanding Equity Awards at 2014 Fiscal Year-End" for information regarding outstanding vested stock options. See "Options Exercised and Stock Vested—Fiscal 2014" for information regarding RSUs that vested in fiscal 2014. No performance shares vested in fiscal 2014.

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James R. Pagenkopf

 
  Termination
Without Cause
or With Good
Reason ($) 		  Termination
Due to Death or
Disability
($) (1) 		  Termination
Due to
Resignation
($) (2) 		  Termination
Due to Cause
($) (2) 		 

Severance Benefits

    752,500     —     —     —  

Pro-Rated Bonus

    —     —     —     —  

Health Benefits

    13,488     —     —     —  

Accelerated Vesting of Unvested Stock Options (3)

    76,827     76,827     76,827     76,827  

Accelerated Vesting of Unvested Performance Shares (3)

    396,170     396,170     396,170     396,170  

Accelerated Vesting of Unvested RSUs (3)

    177,030     177,030     177,030     177,030  

Golden Parachute Cut-back (if any)

    —     —     —     —
 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total

    1,416,015     650,027     650,027     650,027  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
(1)
The only cash compensation payable is the pro-rated bonus, together with the bonus earned from the prior year if not yet paid. Other payments available from life insurance or disability plans.

(2)
The only cash compensation payable is any unpaid compensation.

(3)
Does not include the value associated with options to purchase our common stock, performance shares and RSUs that were vested as of September 28, 2014. See "Outstanding Equity Awards at 2014 Fiscal Year-End" for information regarding outstanding vested stock options. See "Options Exercised and Stock Vested—Fiscal 2014" for information regarding RSUs that vested in fiscal 2014. No performance shares vested in fiscal 2014.

Ronald J. Chu

 
  Termination
Without Cause
or With Good
Reason ($) 		  Termination
Due to Death or
Disability
($) (1) 		  Termination
Due to
Resignation
($) (2) 		  Termination
Due to Cause
($) (2) 		 

Severance Benefits

    752,500     —     —     —  

Pro-Rated Bonus

    —     —     —     —  

Health Benefits

    18,024     —     —     —  

Accelerated Vesting of Unvested Stock Options (3)

    77,383     77,383     77,383     77,383  

Accelerated Vesting of Unvested Performance Shares (3)

    392,817     392,817     392,817     392,817  

Accelerated Vesting of Unvested RSUs (3)

    174,661     174,661     174,661     174,661  

Golden Parachute Cut-back (if any)

    —     —     —     —
 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total

    1,415,385     644,861     644,861     644,861  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
(1)
The only cash compensation payable is the pro-rated bonus, together with the bonus earned from the prior year if not yet paid. Other payments available from life insurance or disability plans.

(2)
The only cash compensation payable is any unpaid compensation.

(3)
Does not include the value associated with options to purchase our common stock, performance shares and RSUs that were vested as of September 28, 2014. See "Outstanding Equity Awards at 2014 Fiscal Year-End" for information regarding outstanding vested stock options. See "Options Exercised and Stock Vested—Fiscal 2014" for information regarding RSUs that vested in fiscal 2014. No performance shares vested in fiscal 2014.

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Frank C. Gross, Jr.

 
  Termination
Without Cause
or With Good
Reason ($) 		  Termination
Due to Death or
Disability
($) (1) 		  Termination
Due to
Resignation
($) (2) 		  Termination
Due to Cause
($) (2) 		 

Severance Benefits

    787,500     —     —     —  

Pro-Rated Bonus

    —     —     —     —  

Health Benefits

    18,792     —     —     —  

Accelerated Vesting of Unvested Stock Options (3)

    62,746     62,746     62,746     62,746  

Accelerated Vesting of Unvested Performance Shares (3)

    455,666     455,666     455,666     455,666  

Accelerated Vesting of Unvested RSUs (3)

    149,310     149,310     149,310     149,310  

Golden Parachute Cut-back (if any)

    —     —     —     —
 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total

    1,474,014     667,722     667,722     667,722  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
(1)
The only cash compensation payable is the pro-rated bonus, together with the bonus earned from the prior year if not yet paid. Other payments available from life insurance or disability plans.

(2)
The only cash compensation payable is any unpaid compensation.

(3)
Does not include the value associated with options to purchase our common stock, performance shares and RSUs that were vested as of September 28, 2014. See "Outstanding Equity Awards at 2014 Fiscal Year-End" for information regarding outstanding vested stock options. See "Options Exercised and Stock Vested—Fiscal 2014" for information regarding RSUs that vested in fiscal 2014. No performance shares vested in fiscal 2014.

Confidentiality

        Each of our NEOs has agreed to maintain the confidentiality of our information and not to use such information, except for our benefit, at all times during and after his or her employment with us.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Transactions with Related Persons

        We did not have any related person transactions in fiscal 2014.

Review, Approval or Ratification of Transactions with Related Persons

        Our Board of Directors has adopted a written related person transactions policy. Under the policy, the Audit Committee (or other committee designated by the Nominating and Corporate Governance Committee) reviews transactions between us and "related persons." For purposes of the policy, a related person is a director, executive officer, nominee for director, or a greater than 5% beneficial owner of our common stock, in each case, since the beginning of the last fiscal year, and their immediate family members.

        The policy provides that, barring special facts or circumstances, a related person does not have a direct or indirect material interest in the following categories of transactions:

      •
      employment-related compensation to executive officers that is determined by the Compensation Committee;

      •
      compensation to non-employee directors that is reported in our proxy statement;

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      •
      transactions with another company at which:

      •
      the related person's only relationship is as a beneficial owner of less than 10% of that company's shares or as a limited partner holding interests of less than 10% in such partnership; or

      •
      the related person is the beneficial owner of less than a majority interest in that company if the related person is solely related to us because of his or her beneficial ownership of greater than 5% of our common stock;

      •
      transactions where the related person's interest arises solely from the ownership of publicly traded securities issued by us and all holders of such securities receive proportional benefits;

      •
      transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services;

      •
      transactions where the rates or charges involved are determined by competitive bids;

      •
      transactions involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority;

      •
      ordinary course of business travel and expenses, advances and reimbursements; and

      •
      payments made pursuant to (i) directors' and officers' insurances policies; (ii) our certificate of incorporation or bylaws; and/or (iii) any policy, agreement or instrument previously approved by our Board of Directors, such as indemnification agreements.

        Related person transactions that do not fall into one of the above categories must be reviewed by our Disclosure Committee, which consists of an internal team of senior representatives from our finance, accounting, legal, human resources, tax, treasury, investor relations and information technology departments. The Disclosure Committee determines whether a related person could have a significant interest in such a transaction, and any such transaction is referred to the Audit Committee (or other designated committee). Transactions may also be identified through our Code of Business Conduct, our quarterly certification process or our other policies and procedures and reported to the Audit Committee (or other designated committee). The Disclosure Committee will review the material facts of all related person transactions and either approve, ratify, rescind, or take other appropriate action (in its discretion) with respect to the transaction.

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REPORT OF THE AUDIT COMMITTEE

         The information contained in this report shall not be deemed to be "soliciting material" or "filed" with the SEC or be subject to Regulation 14A or Regulation 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference in future filings with the SEC except to the extent that Tetra Tech specifically incorporates it by reference into a document filed under the Securities Act of 1933 or the Exchange Act.

        Management is responsible for the Company's internal controls and the financial reporting process. The Company's independent registered public accounting firm is responsible for performing an independent audit of the Company's consolidated financial statements and internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB") and to issue a report thereon. The Audit Committee's responsibility is to monitor and oversee these processes, but the Audit Committee is not responsible for preparing the Company's financial statements or auditing those financial statements, which are the responsibilities of management and the independent auditors, respectively.

        The Audit Committee has reviewed with PricewaterhouseCoopers LLP, the Company's independent registered public accounting firm, the matters that are required to be discussed with the Audit Committee under generally accepted auditing standards. The Audit Committee has also discussed with the Company's internal auditors and PricewaterhouseCoopers LLP the overall scope and plan for their respective audits. The Audit Committee meets regularly with the internal auditors and independent auditors to discuss the results of their examinations, their evaluations of the Company's internal controls and the overall quality of the Company's financial reporting.

        In the context of the foregoing, the Audit Committee has reviewed the audited financial statements of the Company for the fiscal year ended September 28, 2014 with management. In connection with that review, management represented to the Audit Committee that the Company's consolidated financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee has also reviewed management's report on its assessment of internal controls over financial reporting, as required under the Sarbanes-Oxley Act of 2002. In its report, management provided a positive assertion that internal controls over financial reporting were in place and operating effectively as of September 28, 2014.

        The Audit Committee has discussed the consolidated financial statements with PricewaterhouseCoopers LLP and it has also discussed with PricewaterhouseCoopers LLP the matters required to be discussed pursuant to Auditing Standard No. 16, Communications with Audit Committees. The Audit Committee has also received a letter from PricewaterhouseCoopers LLP regarding its independence from the Company as required by PCAOB Ethics and Independence Rule 3526 (Communication with Audit Committees Concerning Independence), has discussed with PricewaterhouseCoopers LLP the independence of the firm, and has considered all of the above communications as well as all audit, audit-related and non-audit services provided by PricewaterhouseCoopers LLP. In reliance upon the foregoing, the Audit Committee has determined that PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act of 1933 and the regulations thereunder adopted by the Securities and Exchange Commission and the PCAOB.

        Based on the reviews and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 2014, for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee
Hugh M. Grant, Chairman
J. Christopher Lewis
Kimberly E. Ritrievi
Kirsten M. Volpi

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STOCKHOLDER PROPOSALS FOR 2016 ANNUAL MEETING OF STOCKHOLDERS

Requirements for Stockholder Proposals to be Considered for Inclusion in Our Proxy Materials

        Our stockholders may submit proposals on matters appropriate for stockholder action at meetings of our stockholders in accordance with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in our proxy materials relating to our 2016 Annual Meeting of Stockholders, all applicable requirements of Rule 14a-8 must be satisfied and such proposals must be received no later than September 17, 2015. Such proposals should be delivered to Tetra Tech, Inc., Attn: Secretary, 3475 E. Foothill Boulevard, Pasadena, California 91107.

Requirements for Stockholder Proposals to be Brought Before the Annual Meeting

        Our bylaws provide that, except in the case of proposals made in accordance with Rule 14a-8, for stockholder nominations to the Board or other proposals to be considered at an annual meeting, the stockholder must have given timely notice thereof in writing to the Secretary of Tetra Tech, Inc. not less than 60 nor more than 90 days prior to the anniversary of the date on which we mailed our proxy materials for our immediately preceding annual meeting of stockholders (as specified in our proxy materials for our immediately preceding annual meeting of stockholders). To be timely for the 2016 Annual Meeting of Stockholders, a stockholder's notice must be delivered to or mailed and received by the Secretary at our principal executive offices on or between October 17, 2015 and November 16, 2015. However, in the event that the annual meeting is called for a date that is not within 30 days of the anniversary of the date on which the immediately preceding annual meeting of stockholders was called, to be timely, notice by the stockholder must be so received not later than the close of business on the tenth day following the date on which public announcement of the date of the annual meeting is first made. The public announcement of an adjournment of an annual meeting of stockholders will not commence a new time period for the giving of a stockholder's notice as provided above. A stockholder's notice to the Secretary must set forth the information required by our bylaws with respect to each matter the stockholder proposes to bring before the annual meeting.

        In addition, the proxy solicited by the Board for the 2016 Annual Meeting of Stockholders will confer discretionary authority to vote on (1) any proposal presented by a stockholder at that meeting for which we have not been provided with notice on or prior to November 16, 2015; and (2) on any proposal made in accordance with the bylaw provisions, if the 2016 proxy statement briefly describes the matter and how management's proxy holders intend to vote on it, if the stockholder does not comply with the requirements of Rule 14a-4(c)(2) of the Exchange Act.


PROXY SOLICITATION AND COSTS

        We will bear the entire cost of this solicitation of proxies, including the preparation, assembly, printing and mailing of the Notice of Internet Availability of Proxy Materials, this proxy statement, the proxy and any additional solicitation material that we may provide to stockholders. Copies of solicitation material will be provided to brokerage firms, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward the solicitation material to such beneficial owners. In addition, we have retained The Proxy Advisory Group, LLC to act as a proxy solicitor in conjunction with the annual meeting. We have agreed to pay that firm $10,000, plus up to $3,000 in out-of-pocket expenses, for proxy solicitation services. Further, the original solicitation of proxies by mail may be supplemented by solicitation by telephone and other means by our directors, officers and employees. No additional compensation will be paid to these individuals for any such services.


STOCKHOLDERS SHARING THE SAME ADDRESS

        The SEC has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called "householding." Under this procedure, multiple stockholders who reside at the same address may receive a single copy of our Annual Report and proxy materials, including the Notice of

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Internet Availability of Proxy Materials, unless the affected stockholder has provided contrary instructions. This procedure reduces our printing costs and postage fees.

        Once again this year, a number of brokers with account holders who beneficially own our common stock will be householding our annual report and proxy materials, including the Notice of Internet Availability of Proxy Materials. A single Notice of Internet Availability of Proxy Materials and, if applicable, a single set of annual report and other proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by contacting Broadridge Financial Solutions, either by calling toll-free (800) 542-1061, or by writing to Broadridge Financial Solutions, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

        Upon written or oral request, we will promptly deliver a separate copy of the Notice of Internet Availability of Proxy Materials and, if applicable, a separate set of proxy materials to any beneficial owner at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice of Internet Availability of Proxy Materials and, if applicable, a separate set of proxy materials, you may write or call the Investor Relations Department at Tetra Tech, Inc., 3475 E. Foothill Boulevard, Pasadena, California 91107, Attention: Investor Relations, telephone (626) 351-4664.

        Stockholders who share the same address and currently receive multiple copies of our Notice of Internet Availability of Proxy Materials or annual report and other proxy materials who wish to receive only one copy in the future can contact their bank, broker or other holder of record to request information about householding.


FORM 10-K

         WE WILL MAIL WITHOUT CHARGE, UPON WRITTEN REQUEST, A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 28, 2014, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENTS, SCHEDULES AND LIST OF EXHIBITS, AND ANY PARTICULAR EXHIBIT SPECIFICALLY REQUESTED. REQUESTS SHOULD BE SENT TO: TETRA TECH, INC., 3475 E. FOOTHILL BOULEVARD, PASADENA, CALIFORNIA 91107, ATTN: INVESTOR RELATIONS. THE ANNUAL REPORT ON FORM 10-K IS ALSO AVAILABLE AT WWW.TETRATECH.COM .


OTHER MATTERS

        Our Board of Directors knows of no other matters to be presented for stockholder action at the 2015 annual meeting. However, if other matters properly come before the meeting or any adjournments or postponements thereof, the Board intends that the persons named in the proxies will vote upon such matters in accordance with their best judgment.

    BY ORDER OF THE BOARD OF DIRECTORS

 
 

GRAPHIC
    Janis B. Salin
Senior Vice President, General Counsel and Secretary

Pasadena, California
January 15, 2015

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TETRA TECH, INC.
2015 EQUITY INCENTIVE PLAN

        1.      Purpose .    The purpose of the Tetra Tech, Inc. 2015 Equity Incentive Plan is to promote the interests of the Company and its stockholders by enabling the Company to offer Participants an opportunity to acquire an equity interest in the Company so as to better attract, retain, and reward its service providers and, accordingly, to strengthen the mutuality of interests between Participants and the Company's stockholders by providing Participants with a proprietary interest in pursuing the Company's long-term growth and financial success.

        2.      Definitions .    The following definitions shall be applicable throughout the Plan:

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        Notwithstanding the foregoing, in no event may there be more than one transaction or occurrence treated as a "Change in Control" for purposes of the Plan. In addition, if a Change in Control constitutes a payment event with respect to any Award which provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (i)-(iv) with respect to such Award must also constitute a "change in control event," as defined in Treasury Regulation § 1.409A-3(i)(5) to the extent required by Section 409A of the Code. The Committee shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto.

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        3.      Effective Date; Duration .    The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided , however , that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.

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        4.      Administration .    

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        5.      Grant of Awards; Shares Subject to the Plan; Limitations .    

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        6.      Eligibility .    Participation shall be limited to Eligible Persons who have entered into an Award Agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan. Eligible Persons may be selected individually or by groups or categories, as determined by the Committee in its sole discretion, to participate in the Plan. An Eligible Person shall not have a right to receive an Award due to previously receiving one or more Awards under the Plan or any prior equity incentive plan maintained by the Company.

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        7.      Options .    

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        8.      Stock Appreciation Rights .    

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        9.      Restricted Stock and Restricted Stock Units .     

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        10.      Stock Bonus Awards; Dividend Equivalents .    

        11.      Performance Compensation Awards .    

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        12.      Changes in Capital Structure and Similar Events .    In the event of (a) any stock dividend, extraordinary cash dividend or other distribution (whether in the form of securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, combination, reclassification, repurchase or exchange of Shares or other securities of the Company,

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issuance of warrants or other rights to acquire Shares or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the Shares, or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any of its Affiliates, or the financial statements of the Company or any of its Affiliates, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, including without limitation any or all of the following:

For the avoidance of doubt, in the case of any "equity restructuring" (within the meaning of the Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards Codification Topic 718, Stock Compensation), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive Stock Options under this Section 12 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a "modification" within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 12 shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act, to the extent applicable. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

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        13.      Effect of Change in Control .    Except to the extent otherwise provided in an Award Agreement, in the event of a Change in Control, notwithstanding any provision of the Plan to the contrary, the Committee may provide that, with respect to all or any portion of a particular outstanding Award or Awards:

To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) through (d) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transactions with respect to the Shares subject to their Awards.

        14.      Amendments and Termination .    

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        15.      General .    

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GRAPHIC

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. TETRA TECH, INC. C/O COMPUTERSHARE ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. P.O. BOX 43070 PROVIDENCE, RI 02940-3070 VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the All All The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees nominee(s) on the line below. 0 0 0 01 Dan L. Batrack 06 Albert E. Smith 02 Hugh M. Grant 07 J. Kenneth Thompson 03 Patrick C. Haden 08 Richard H. Truly 04 J. Christopher Lewis 09 Kirsten M. Volpi 05 Kimberly E. Ritrievi The Board of Directors recommends you vote FOR proposals 2, 3 and 4. For 0 0 0 Against 0 0 0 Abstain 0 0 0 2 To vote on an advisory resolution to approve executive compensation; 3 To approve the Company's 2015 Equity Incentive Plan; 4 To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2015. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000223658_1 R1.0.0.51160

 


GRAPHIC

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement, Shareholder Letter is/are available at www.proxyvote.com . TETRA TECH, INC. Annual Meeting of Stockholders March 05, 2015, 10:00 AM Pacific Time This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Dan L. Batrack and Janis B. Salin, or either of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of TETRA TECH, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM, PST on 03/05/2015, at the Westin Pasadena, 191 N. Los Robles Avenue, Pasadena, CA 91101, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side 0000223658_2 R1.0.0.51160