UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

EMCOR GROUP, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

EMCOR GROUP, INC.
301 Merritt Seven
Norwalk, Connecticut 06851

NOTICE OF ANNUAL MEETING

To the Stockholders of EMCOR Group, Inc.

The Annual Meeting of Stockholders of EMCOR Group, Inc. will be held in the Park Suite, Four Seasons Hotel, 57 East 57^th Street, New York, New York, on Friday, June 11, 2010 at 10:00 A.M. (local time) for the following purposes:

The Board of Directors has fixed the close of business on April 20, 2010 as the record date for determination of Stockholders entitled to receive notice of, and to vote at, our Annual Meeting and any adjournment thereof.

Your attention is respectfully directed to the accompanying Proxy Statement.

By Order of the Board of Directors
Sheldon I. Cammaker
Corporate Secretary

Norwalk, Connecticut
April 27, 2010

EMCOR GROUP, INC.

PROXY STATEMENT

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2010

This Proxy Statement and the Accompanying Annual Report are Available at: www.emcorgroup.com/proxyannual report

Among other things, this proxy statement contains information regarding: the date, time and location of the Annual Meeting, the matters being submitted to the holders of our common stock, par value $.01 per share, which we refer to as “Common Stock”, and how to vote. The mailing address of our principal executive offices is 301 Merritt Seven, Norwalk, Connecticut 06851, and the approximate date on which this proxy statement and the accompanying proxy are being first sent or given to Stockholders is April 27, 2010.

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Our 2010 Annual Meeting of Stockholders will be held on Friday, June 11, 2010, at 10:00 a.m., local time, in the Park Suite, Four Seasons Hotel, 57 East 57^th Street, New York, New York.

Information about this proxy statement

Why you received this proxy statement. You have received these proxy materials, including this proxy statement and our 2009 Annual Report to Stockholders, because the Board of Directors of EMCOR Group, Inc., a Delaware corporation, which we refer to as “we”, “us”, the “Company” or “EMCOR”, is soliciting your proxy to vote your shares at the Annual Meeting and any adjournment or postponement of such meeting. This proxy statement includes information we are required to provide to you under the rules of the Securities and Exchange Commission and which is designed to assist you in voting your shares. On or about April 27, 2010, we mailed to our Stockholders of record as of the close of business on April 20, 2010 the proxy materials and a proxy card for the Annual Meeting. If you own our Common Stock in more than one account, such as individually and also jointly with your spouse, you may receive more than one set of these proxy materials. To serve you more efficiently and reduce costs, we encourage you to have all your accounts registered in the same name and address by contacting our transfer agent, The Bank of New York Mellon Shareholder Services, LLC at 480 Washington Boulevard, 29^th Floor, AIM #074-2930, Jersey City, New Jersey 07310-2054, telephone number 201-680-2181.

Notice of Internet Availability of Proxy Statement and Annual Report (the “Notice”). As permitted by Securities and Exchange Commission rules, we are making this proxy statement and our Annual Report available to our Stockholders electronically via the Internet. If you received the Notice, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the information contained in the proxy statement and Annual Report. The Notice also instructs you on how you may vote by Internet or by mail. If you received the Notice and would like to receive a set of our proxy materials in printed form by mail or electronically by e-mail, you should follow the instructions contained in the Notice for requesting such materials.

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Householding. The Securities and Exchange Commission’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our Stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple Stockholders who share an address, unless we received contrary instructions from the impacted Stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a set of proxy materials, as requested, to any Stockholder at the shared address to which a single copy of those documents was delivered. Stockholders will continue to receive separate proxy cards. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. at 800-542-1061 or in writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

Who can vote

The record date for determining Stockholders entitled to vote at the Annual Meeting is April 20, 2010, which we refer to as the “Record Date”. Each of the 66,310,166 shares of our Common Stock issued and outstanding on that date is entitled to one vote at the Annual Meeting. Our Common Stock is our only voting security outstanding and entitled to vote on the Record Date.

Information about voting and revocation of proxies

The Notice containing instructions on how to access this proxy statement electronically cannot be used to vote your shares. The Notice does, however, provide instructions on how to vote by Internet or by requesting and returning a paper proxy card or voting instruction card.

If your shares are held in your name, you have the right to vote in person at the meeting. If your shares are held in a stock brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name.” As the beneficial owner, you are also invited to attend the meeting. Since a beneficial owner is not the Stockholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from your broker or other nominee that holds your shares, giving you the right to vote the shares at the meeting.

Whether you hold shares directly as a Stockholder of record or beneficially in street name, you may vote without attending the meeting. You may vote by granting a proxy or, for shares held beneficially in street name, by submitting voting instructions to your broker or nominee. In most cases, you will be able to do this by using the internet or by telephone, or by mail if you received a printed set of the proxy materials.

By Internet – You may vote over the internet by following the instructions provided in the notice of internet availability, or if you received a printed set of proxy materials by mail, by following the instructions provided with your proxy materials and on your proxy card or voting instruction card.

By Telephone – If you received printed proxy materials, your proxy card or voting instruction card provides instructions on voting by telephone.

By Mail – If you received printed proxy materials, you may submit your proxy by mail by signing your proxy card if your shares are registered in your name or, for shares held beneficially in street name, by following the voting instructions included by your broker or other nominee, and mailing it in the enclosed envelope.

If you sign the proxy but do not specify how you want to vote your shares on your proxy card or voting instruction card, or if you vote over the internet and do not so specify, we will vote your shares FOR the nominees named for director and FOR each of the two proposals.

If you are a Stockholder of record, you may revoke your proxy at any time before it is exercised in any of three ways: (1) by submitting written notice of revocation to EMCOR’s Corporate Secretary at EMCOR Group, Inc., 301 Merritt Seven, Norwalk, Connecticut 06851; (2) by submitting another proxy via the internet, by telephone, or by mail that is later dated and, if by mail, that is properly signed; or (3) by voting in person at the meeting. If your shares are held in street name, you must contact your broker or other nominee to revoke your proxy.

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If you participate in the EMCOR Group, Inc. Employee Stock Purchase Plan, your proxy includes the number of shares held through that plan.

Quorum

The holders of record of a majority of the shares of our Common Stock issued and outstanding as of the close of business on April 20, 2010 must be present at the Annual Meeting, either in person or by proxy, for there to be a quorum at the Annual Meeting. Abstentions and broker non-votes are counted as present for establishing a quorum. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power and has not received instructions from the beneficial owner.

Required vote

Item 1 (Election of Directors). For the election of directors, the affirmative vote of the holders of a plurality of the votes cast by the holders of our Common Stock present in person or represented by proxy and entitled to vote at our Annual Meeting is necessary for the election of our directors.

Item 2 (2010 Incentive Plan) and Item 3 (Ratification of Ernst & Young LLP) and Any Other Matters. The affirmative vote of the holders of a majority of the shares of our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote is required to approve (a) the 2010 Incentive Plan (Item 2), (b) the ratification of Ernst & Young (Item 3), and (c) any other matter that may properly come before the meeting. In addition, New York Stock Exchange rules also require that the total votes cast regarding the 2010 Incentive Plan represent over 50% of all outstanding shares.

Abstentions and Broker non-votes

Abstentions will have no effect on the election of directors (Item 1). Abstentions will be treated as being present and entitled to vote on the other Items presented at the Annual Meeting and, therefore, will have the effect of votes against such Items. If you do not provide your broker with instructions on how to vote your street name shares, your broker will not be permitted to vote them on non-routine matters (a broker “non-vote”) such as Items 1 and 2. Shares subject to a broker non-vote will not be considered entitled to vote with respect to Items 1 and 2, and will not affect the outcome on those Items except to the extent broker non-votes cause less than a majority of votes to be cast on the 2010 Incentive Plan proposal. Please note that this year the rules regarding how brokers may vote your shares have changed. Brokers may no longer vote your shares on the election of directors in the absence of your specific instructions as to how to vote. We encourage you to provide instructions to your broker regarding the voting of your shares.

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CORPORATE GOVERNANCE

We have a long history of good corporate governance practices that has greatly aided our long-term success. Our Board of Directors, which we sometimes refer to as our “Board”, and our management have recognized for many years the need for sound corporate governance practices in fulfilling their respective duties and responsibilities to our Stockholders. Our Board and management have taken numerous steps to enhance our policies and procedures to comply with corporate governance listing standards of the New York Stock Exchange and the rules and regulations of the Securities and Exchange Commission.

Corporate Governance Guidelines. Our Corporate Governance Guidelines provide the framework for our governance. The Nominating and Corporate Governance Committee of our Board, which we refer to as the “Corporate Governance Committee”, regularly reviews corporate governance developments and makes recommendations to our Board with respect to suggested modifications to our Corporate Governance Guidelines.

Independence of Directors. To assist our Board in determining the independence of each director, our Board has adopted categorical Standards for Determining Director Independence, a copy of which is attached to this Proxy Statement as Exhibit A and available at our website at www.emcorgroup.com. To be considered independent our Board must affirmatively determine that the director has no material relationship with us. Our Board has determined that eight of our ten directors, including all members of the Audit Committee of our Board, which we refer to as the “Audit Committee”, the Compensation and Personnel Committee of our Board, which we refer to as the “Compensation Committee”, and the Corporate Governance Committee of our Board are “independent”, as defined by the listing standards of the New York Stock Exchange and all applicable rules and regulations of the Securities and Exchange Commission and for purposes of Rule 162(m) of the Internal Revenue Code of 1986, as amended. These eight directors are: Stephen W. Bershad, David A. B. Brown, Larry J. Bump, Albert Fried, Jr., Richard F. Hamm, Jr., David H. Laidley, Jerry E. Ryan, and Michael T. Yonker. The other two directors are Frank T. MacInnis, Chairman of our Board and our Chief Executive Officer, and Anthony J. Guzzi, our President and Chief Operating Officer, and, accordingly, are not considered independent.

Executive Sessions of the Board. At each regularly scheduled meeting of the Board, non-management directors meet without any Company representatives present. The chairpersons of the Audit Committee, Compensation Committee, and Corporate Governance Committee rotate presiding over those executive sessions.

Board Leadership Structure. The Company has no formal policy regarding the leadership structure of the Company. Mr. Frank T. MacInnis has served as Chairman of our Board and our Chief Executive Officer since April 1994. Our Board believes the Company and its Stockholders are best served by having Mr. MacInnis as both Chairman and Chief Executive Officer. In these capacities he can serve as a bridge between the Board and management and provide critical leadership and effectively carry out the Company’s strategy and business plans.

The Company does not have a lead director but, as indicated above, a chairperson of each committee of the Board presides on a rotating basis over regular executive sessions of the non-management members of the Board. Members of management do not attend these sessions. The Board believes that these executive sessions, together with its strong committee system and substantial majority of independent directors, allows the Board to maintain effective oversight of management.

Board Committee Charters. Our Board has adopted written charters for its Audit Committee, Compensation Committee, and Corporate Governance Committee. At least annually, each committee reviews its charter and recommends any proposed changes to the Board for approval. A copy of the charter of each committee is available on our website at www.emcorgroup.com.

Standards of Conduct. Our Code of Business Conduct and Ethics applies to all of our directors, officers and employees and those of our subsidiaries. In addition, our Board has adopted a separate Code of Ethics for our Chief Executive Officer and senior financial officers which imposes additional ethical obligations upon them.

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Stockholder Communications. Stockholders and other interested persons may communicate with members of our Board as a group, or with one or more members of our Board (including non-management directors as a group), by writing to them c/o EMCOR Group, Inc., 301 Merritt Seven, Norwalk, Connecticut 06851, Attention: Corporate Secretary. Such communications will be forwarded to the individuals addressed. However, the Corporate Secretary will not forward communications to the Board that advocate illegal activity, are offensive or lewd, have no relevance to the business or operations of the Company, or constitute mass mailings, solicitations or advertisements. The Corporate Secretary will determine when a communication is not to be forwarded.

Policies and Procedures for Related Party Transactions. Under our written policy regarding transactions with related parties, which policy is contained in our Corporate Governance Guidelines, we generally require that any transaction involving $60,000 or more be approved in advance by our Board or a committee of our Board if we are, or one of our subsidiaries is, a participant in the transaction and if any of the following persons has a direct or indirect material interest in the transaction:

We refer to each of the foregoing as a “Related Party”.

The member of the Board who or whose immediate family member has an interest in the transaction may not participate in the Board approval process. The Related Party must disclose any such proposed transaction, and all material facts relating to the transaction, to the Chairman of our Audit Committee and our General Counsel who is to communicate such information to our Board for its consideration. No such transaction is to be approved unless it is determined that the transaction is in, or is not inconsistent with, our best interests and the best interests of our Stockholders.

However, if the transaction principally involves the provision of products and services by one of our subsidiaries in the ordinary course of its business to a Significant Holder, an immediate family member of a Significant Holder, or an entity owned or controlled by a Significant Holder or in which a Significant Holder or an immediate family member of a Significant Holder has a substantial ownership interest, the transaction does not need to be approved by the Board or a Board committee.

In order to ensure that material relationships and Related Party transactions have been identified, reviewed and disclosed in accordance with applicable policies and procedures, each director and executive officer also completes a questionnaire at the end of each fiscal year that requests confirmation that there are no material relationships or Related Party transactions between such individual and the Company other than those previously disclosed to the Company.

During the period from January 1, 2009 and ending April 27, 2010, there were no transactions, and there are no currently proposed transactions, in which the Company, or any of our subsidiaries, was or is to be a participant and in which any Related Party had or will have a direct or indirect material interest required to be approved by the Board or a Board committee.

Availability of Corporate Governance Materials. Our categorical Standards for Determining Director Independence, Corporate Governance Guidelines, including policies and procedures for Related Party Transactions, Code of Business Conduct and Ethics, Code of Ethics for our Chief Executive Officer and senior financial officers, and other corporate governance materials may be obtained at our website at www.emcorgroup.com or by writing to us at 301 Merritt Seven, Norwalk, Connecticut 06851, Attention: Corporate Secretary.

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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During 2009, our Board met eight times, and committees of our Board held an aggregate of 12 meetings. Each director, during the period he served as a director, attended at least 75% of the meetings of our Board and committees on which he served during 2009. As provided in our Corporate Governance Guidelines, all directors are expected to attend all annual meetings of stockholders, and all but one, who was ill at the time, attended the 2009 annual meeting of stockholders.

Our Board has standing Audit, Compensation, and Corporate Governance Committees comprised solely of independent directors as defined in the listing standards of the New York Stock Exchange. The members and the principal responsibilities of these committees are as follows:

The Audit Committee, established in accordance with the rules of the Securities Exchange Act of 1934, is comprised of Messrs. Bershad, Brown, Hamm and Laidley. Among other things, it is responsible for:

The Audit Committee met five times during 2009. Our Board has determined that each of the members of the Audit Committee, Messrs. Bershad, Brown, Hamm and Laidley, are “audit committee financial experts”, within the meaning of the rules of the Securities and Exchange Commission.

The Compensation Committee is comprised of Messrs. Bershad, Bump, Fried, Laidley, Ryan and Yonker. It is responsible for:

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•				making recommendations to our Board with respect to incentive compensation plans for our officers and other employees, and administering those plans and reviewing executive development plans.

During 2009, the Compensation Committee held four meetings.

Each year the Compensation Committee reviews the annual salaries of, and considers annual incentive awards for, our Chief Executive Officer, Frank T. MacInnis, and our other senior executive officers, each of whom is referred to in the Summary Compensation Table for Fiscal Years 2009, 2008 and 2007 below, which we refer to as the “Summary Compensation Table”. It also reviews the annual salary of each of our and our subsidiaries’ other officers and employees whose proposed annual base salary is $400,000 or more. Mr. MacInnis participates in portions of the Compensation Committee’s meetings to make recommendations to the Compensation Committee for salary adjustments for those individuals and for the payment of annual incentive awards to Mr. MacInnis and our other senior executive officers, who we refer to collectively as the “named executive officers”. Annual incentive awards for our named executive officers are based upon our performance in meeting pre-established financial objectives during our most recently completed year and an evaluation of the individual executive’s performance in meeting his pre-established personal goals and objectives for the most recently completed year. The Compensation Committee considers Mr. MacInnis’ recommendations regarding salary adjustments and payment of annual incentive awards, arrives at its own recommendations, and then with the participation of the other independent directors, makes its determination regarding salary adjustments and payment of annual incentive awards. Mr. MacInnis also participates in a portion of the meetings of our Compensation Committee and our entire Board during which various compensation issues are discussed. The final determination regarding salary adjustments and payment of annual incentive awards are made at meetings without any members of management present.

Annually, during the first quarter of each year, the Compensation Committee establishes that year’s objectives for our financial performance and the personal goals and objectives for each of the named executive officers, upon which the payment of that year’s annual incentive awards for the executive may be based, and the targeted annual incentive awards for each such executive. Those criteria and targeted annual incentive awards are recommended by our Chief Executive Officer, and are reviewed by and ultimately established by the Compensation Committee, together with the participation of the other independent directors. When incentive compensation plans for our named executive officers and other senior executives have been established, those plans have been proposed by management, reviewed by the Compensation Committee, and, at times, reviewed by Mercer, which we refer to as “Mercer”. Mercer is a compensation consultant that the Compensation Committee has engaged annually commencing in 2006 to advise the Compensation Committee with regard to the amount and form of compensation for our named executive officers and to review compensation plans for them and, from time to time, to advise the Corporate Governance Committee with regard to the amount and form of compensation for our Board. Mercer reviews the salaries and other compensation we pay to our named executive officers so that it may advise the Compensation Committee whether compensation paid to those executives is competitive with that paid to executives holding comparable positions at Mercer-selected companies, which are large public construction and facilities management companies and with which we may compete for management talent. Mercer also reports upon its assessment of the appropriateness and fairness of our compensation plans when compared to compensation plans for comparable executives at those comparable companies. To the extent such plans may involve the issuance of equity to executives, all such plans are subject to the approval of our Stockholders. For 2009, we paid Mercer $77,949 for its services. Mercer is a wholly owned subsidiary of Marsh & McLennan Companies, Inc. (“Marsh”). We also use other Marsh subsidiaries (“Other Marsh Subsidiaries”) for insurance broking and risk consulting and for consulting on pension matters, including actuarial services. We have paid Other Marsh Subsidiaries $1,789,081 for the services they provided to us in 2009. Other Marsh Subsidiaries have been retained on behalf of the Company by management since 1987 and their retention is not subject to Board or Compensation Committee approval.

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Our Long Term Incentive Plan, which we refer to as the “LTIP”, provides the methodology for computing the number of shares annually granted to executives participating in the LTIP. Grants of LTIP cash awards are, as set forth in the LTIP, based upon us achieving an earnings per share objective for a measurement period of three years. The earnings per share objectives for measurement periods are, in accordance with the LTIP, set by the Compensation Committee after receiving recommendations of our Chief Executive Officer. The LTIP was proposed by management, reviewed by Mercer and, after review and modification by the Compensation Committee, approved by it and the other independent directors. The LTIP is further discussed commencing on page 14 in the Section entitled “Compensation Discussion and Analysis” and in the Section entitled “Long Term Incentive Plan” commencing on page 22 which follows the Summary Compensation Table on page 19.

The Corporate Governance Committee, comprised of Messrs. Brown, Bump, Fried, Hamm, Ryan, and Yonker, is charged with:

During 2009, the Corporate Governance Committee held three meetings.

The Corporate Governance Committee annually reviews compensation and other benefits for non-employee members of our Board. When the Corporate Governance Committee determines that a change in director compensation or benefits is appropriate, it submits such recommendation to the Board for its approval. In the past, when it has considered the amount and form of Board compensation, it has sought the advice of Mercer. No change in compensation or benefits for directors was made in the 2009 calendar year

RECOMMENDATIONS FOR DIRECTOR CANDIDATES

The Corporate Governance Committee will consider recommendations for candidates for Board membership suggested by Corporate Governance Committee members, other members of our Board, and Stockholders. A Stockholder who wishes the Corporate Governance Committee to consider his/her recommendations for nominees for the position of director should submit his/her recommendations in writing to the Corporate Governance Committee, c/o Corporate Secretary, EMCOR Group, Inc., 301 Merritt Seven, Norwalk, Connecticut 06851, together with whatever supporting material the Stockholder considers appropriate. The material, at a minimum, should include such background and biographical material as will enable the Corporate Governance Committee to make an initial determination as to whether the prospective nominee satisfies the criteria for directors set out in our Corporate Governance Guidelines. The Corporate Governance Guidelines are available at our website at www.emcorgroup. com. A Stockholder may also nominate director candidates by complying with our bylaw provisions discussed on page 50 under “Other Matters”—“Stockholder Proposals.”

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If the Corporate Governance Committee identifies a need to replace a current member of our Board, to fill a vacancy in our Board, or to expand the size of our Board, the process to be followed by the committee to identify and evaluate candidates includes:

As provided in our Corporate Governance Guidelines, in its assessment of each potential candidate, the Corporate Governance Committee is to consider the candidate’s achievements in his or her personal career, experience, wisdom, integrity, ability to make independent analytical inquiries, and understanding of the business environment. The Corporate Governance Committee will also take into account the willingness of a candidate to devote adequate time to board duties. The Corporate Governance Committee may also consider any other relevant factors that it may, from time to time, deem appropriate, including the current composition of our Board, the balance of management and independent directors, the need for Audit Committee expertise and the evaluation of all prospective nominees. Candidates have been selected for, among other things, their integrity, independence, diversity of experience, leadership and their ability to exercise sound judgment. Prior experience involving issues relevant to the Company’s business are among the most significant criteria. Final approval of a candidate is determined by the full Board. Although the Company does not have a formal policy on diversity in the consideration of selecting nominees to serve on the Board, diversity is one of several factors considered by the Corporate Governance Committee when it selects candidates for nomination to the Board. The committee does not apply a single definition of diversity and considers factors such as background and experience.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

The objectives of our executive compensation program for our named executive officers, referred to in the Summary Compensation Table on page 19, are to attract, retain and motivate key executives with skills necessary to assure our long-term success. Broadly stated, the purposes of the key components of the program insofar as they relate to named executive officers are:

The executive compensation program uses various compensation rewards that are geared to both our short-term and long-term performance. In designing these rewards we have applied the following principles:

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				criteria or one less than the targeted incentive awards. The Compensation Committee sets the objectives for a particular performance period;
•				incentive compensation should reflect both our short-term and long-term financial performance;
•				incentives should align the interests of our Stockholders and named executive officers by paying a significant portion of incentive awards in equity; and
•				incentive awards should serve as a recruitment and retention device so that named executive officers are motivated to join and stay with us.

The key components of our compensation program are:

We generally condition a named executive officer’s LTIP incentive awards on his remaining employed with us for three years from the date we grant the awards.

We also maintain a 401(k) savings plan. The 401(k) plan provides retirement benefits to the named executive officers. For 2009, our annual contribution to the 401(k) plan for each named executive officer was $11,000.

In severance agreements with our named executive officers, we provide special compensation to each in the event his employment is terminated (i) by us without cause or (ii) by the named executive officer for good reason. (We have set forth the definition of the terms “cause” and “good reason” contained in the severance agreements in the Section entitled “Potential Post Employment Payments”—“Severance Agreements” commencing on page 27).

The Compensation Committee has principal responsibility for setting the compensation for our named executive officers and other executive officers. To assist the Compensation Committee, early each year it retains Mercer as a compensation consultant to review the compensation payable to our named executive officers. The assignments to Mercer have been made by the Chairman of the Compensation Committee. To assist the Compensation Committee in its compensation discussions and decisions, which includes salary levels, targeted annual incentive awards, financial measurements for annual incentive awards and for our LTIP, and LTIP targeted performance-based cash incentive awards for multi-year periods, as discussed below, Mercer presents compensation information compiled from proxy data and Forms 8-K from companies in a comparator group developed by Mercer with input from management. This information includes annual base salary, annual bonuses, long-term incentives, including stock option and restricted stock awards, and targeted long-term incentive performance plan awards.

For 2009, Mercer’s comparator group of companies included the following 16 large public construction and facilities management companies from which we might hire top talent or which might try to recruit our executives.

ABM Industries Incorporated
AECOM Technology Corporation
C.B. Richard Ellis Group, Inc.
Chicago Bridge & Iron, N.V.

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Fluor Corp.
Foster Wheeler Ltd.
Granite Construction Incorporated
Jacobs Engineering Group, Inc.
Jones Lang LaSalle Incorporated
KBR, Inc.
McDermott International, Inc.
Quanta Services, Inc.
Republic Services, Inc.
The Shaw Group Inc.
Tutor Perini Corporation
URS Corporation

We refer to these companies as the “Comparator Companies”.

Each year the Compensation Committee reviews the annual salaries of, and considers annual incentive awards for, our Chairman of the Board and Chief Executive Officer, Mr. Frank T. MacInnis, and our other named executive officers. It also reviews the annual salaries of our other officers and employees and those of our subsidiaries whose proposed annual base salary is $400,000 or more. Mr. MacInnis participates in portions of the Compensation Committee’s meetings to make recommendations to the Compensation Committee for salary adjustments and for the payment of annual incentive awards. Payments of annual incentive awards for 2009 for the named executive officers are set out in the Summary Compensation Table on page 19 and were based upon our performance in meeting pre-established financial objectives for the year and an evaluation of the individual named executive officer’s performance in meeting his pre-established personal goals and objectives for the year. The Compensation Committee considers Mr. MacInnis’ recommendations regarding salary adjustments and payment of annual incentive awards, arrives at its own recommendations, and then with the participation of the other independent directors, makes its final determination regarding salary adjustments and payment of annual incentive awards at a meeting without any members of management being present.

Mr. MacInnis meets with the Compensation Committee during the first calendar quarter of each year to discuss for that year targeted annual incentive awards for each named executive officer and objectives for our financial performance for the year and personal goals and objectives of each named executive officer for the year upon which the payment of that year’s annual incentive awards may be based. Targeted annual incentive awards for each of our named executive officers, our annual financial goals, and personal goals and objectives for each such executive are recommended by Mr. MacInnis, and are reviewed by and ultimately established by the Compensation Committee, together with the participation of the independent directors, at a meeting without any members of management being present.

Because, as discussed below, our annual incentive awards to named executive officers are capped at no more than 250% of annual base salary and our LTIP provides for the award of stock units vesting, generally, over a three year period and the potential of a cash award depending on earnings over a three year period, our Board does not believe its named executive officers are encouraged to take excessive or unnecessary risk. In addition, our Board does not believe that our compensation policies and practices for employees generally are reasonably likely to have a material adverse effect on the Company.

Annual Base Salary

Annual base salary serves as a foundation of our compensation program. We determine the other key components of the program with reference to base salary, including annual and long-term incentives and termination payments.

We intend annual base salary and perquisites to reward the expertise and experience and sustained performance of the named executive officers, each of whom (other than Mr. Anthony J.

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Guzzi, our President and Chief Operating Officer) has been with us for more than fifteen years. Base salaries are reviewed annually, and we have generally increased named executive officer salaries to reflect increases in the cost of living, to reflect promotions or increased responsibilities, when appropriate, and to remain competitive with those paid by Comparator Companies. However, in 2009 the Compensation Committee concluded, that in light of macro-economic conditions, it would not be appropriate to increase the annual base salary for any named executive officer as well as the annual base salary for certain of our subsidiaries’ officers, including any officer of our subsidiaries whose annual base salary was $400,000 or greater. In 2010, we increased named executive officer salaries, principally, to reflect increased responsibilities and to remain competitive with those paid by Comparator Companies.

Annual Incentive Program

An annual incentive award forms a significant element of annual compensation under our compensation program. For the past five years named executive officer annual incentive awards have been based primarily on pre-established annual financial results emphasizing pay-for-performance. We expect annual incentive awards to motivate our named executive officers to improve performance on an annual basis. Such performance improvements should lead to sustained growth and ultimately to enhanced stockholder value.

Annual incentive awards based upon our financial results are made under our Key Executive Incentive Bonus Plan. For 2009, each named executive officer had a targeted annual incentive award based on 2009 financial results as well as a targeted annual incentive award based on his meeting certain pre-established personal goals and objectives. The maximum potential aggregate annual incentive awards payable for 2009 to Messrs. MacInnis and Guzzi were 250% and 220% of their respective 2009 base salaries and to each other named executive officer were 200% of their respective 2009 base salaries. We refer to a named executive’s maximum potential aggregate annual incentive awards sometimes as his “Maximum Potential Incentive Award.”

For Messrs. MacInnis and Guzzi, their 2009 targeted annual incentive awards, based upon our meeting certain financial measurements for 2009, were 100% and 88% of their annual base salaries, respectively, and for Messrs. Sheldon I. Cammaker, our Executive Vice President, General Counsel and Secretary, Mark A. Pompa, our Executive Vice President and Chief Financial Officer, and R. Kevin Matz, our Executive Vice President—Shared Services, their 2009 targeted annual incentive awards, based upon our meeting those 2009 financial measurements, were 80% of their respective 2009 annual base salaries. We refer to this targeted annual incentive award sometimes as the “Financial Target Bonus”. The exact amount of each Executive’s 2009 annual incentive award that we would pay based on our financial performance ranged from 0% to the maximum percentage of his annual base salary indicated in the immediately preceding paragraph, depending on our 2009 earnings per share and the ratio of our 2009 positive operating cash flow to our 2009 operating income. (When we refer to earnings per share with respect to our Annual Incentive Program, we mean earnings per share on a fully diluted basis. However, in calculating 2010 earnings per share and operating income for puposes of determining 2010 annual incentive awards there is to be excluded from such calculations (a) non-cash charges directly associated with the write-down of balance sheet values of assets, (b) investment banking, consulting, legal, and accounting fees and related disbursements directly associated with any proposed or consummated (i) sale or disposition of Company assets or securities or (ii) acquisition or investment, (c) the effect of any changes in statutory tax rates from those in effect on March 25, 2010, (d) restructuring charges due to a sale or closure of a subsidiary’s business, and (e) the cumulative effect of any change in accounting principles, and for the purpose of calculating operating cash flow, amounts that are the subject of clauses (a) through (e) above are to be excluded from such calcualtion.) Our Chief Executive Officer, together with other named executive officers, developed proposed 2009 financial measurements on which to base the payment of annual incentive awards under our Key Executive Incentive Bonus Plan. Our Chief Executive Officer then proposed to the Compensation Committee the financial measurements. Our Compensation Committee considered the recommendations and established financial measurements for those annual incentive awards in March 2009, taking into

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account the recommendations of management, our 2009 budget, and annual earnings per share guidance for 2009 that we gave to the equity markets. No annual incentive award based on these financial measurements was to be payable unless we achieved earnings per share for 2009 of at least $1.50 and 2009 positive operating cash flow of at least 30% of 2009 operating income. Consequently, the financial measurements emphasized earnings as well as positive operating cash flow—a measure of quality of earnings—and we linked it to guidance we provided to the equity markets.

In order for a named executive officer to be entitled to his 2009 Financial Target Bonus (a) our 2009 earnings per share had to be at least $1.90, which exceeded our initial 2009 earnings per share guidance of $1.80 per share that was provided to equity markets in February 2009, and (b) the ratio of our 2009 positive operating cash flow to our 2009 operating income had to be at least 100%. If earnings per share were less than $1.90 but at least $1.50, each named executive officer’s actual annual incentive award that was based on financial measurements would have been less than his Financial Target Bonus in accordance with a matrix adopted by the Compensation Committee, which we refer to as the “Matrix”. The Matrix also took into account the amount, if any, by which the ratio of 2009 positive operating cash flow to 2009 operating income was less than 100%. If 2009 earnings per share were in excess of $1.90, each named executive officer’s actual annual incentive award based on financial measurements for 2009 could be greater than or less than his Financial Target Bonus in accordance with the Matrix, depending upon the ratio of positive operating cash flow to operating income, but could not exceed his Maximum Potential Incentive Award, and as indicated above, if earnings per share were less than $1.50, no annual incentive award for 2009 based on financial measurements would be paid to any named executive officer. Furthermore, as indicated above, no such annual incentive awards would be paid if the ratio of our 2009 positive operating cash flow to 2009 operating income was less than 30%.

In addition, as indicated above, under our Annual Incentive Program, during the first quarter of each calendar year, our Chief Executive Officer and each other named executive officer agree on the named executive officer’s personal goals and objectives for the year, which are in addition to his normal duties and responsibilities. The Compensation Committee reviews those goals and objectives, which are subject to its approval. In the case of our Chief Executive Officer, the Compensation Committee and our Chief Executive Officer agree on his annual personal goals and objectives. Under the program we can pay a named executive officer an annual incentive award based on achieving his annual personal goals and objectives of up to two times a designated percentage of his annual base salary.

Following the end of each year, our Chief Executive Officer reports to the Compensation Committee on our financial results and on how well each named executive officer performed in meeting his personal goals and objectives, and the Compensation Committee, with the approval of the other independent directors, determines the amount to be paid to each named executive as his annual incentive awards. These annual incentive awards are made without any member of management present.

For 2009, our actual earnings per share were $2.38, and the ratio of our 2009 positive operating cash flow to 2009 operating income was approximately 137% which, in accordance with the 2009 Matrix, permitted payment to each named executive of the following approximate percentages of his 2009 annual base salary: Mr. MacInnis, 196%; Mr. Guzzi, 172%, and Messrs. Cammaker, Pompa and Matz, each 157%. This was the actual annual incentive award made by the Compensation Committee to each named executive officer for 2009 in respect of our financial performance. In addition, the Compensation Committee made annual incentive awards to the named executive officers based upon achievement of their respective personal goals and objectives. For 2009, Messrs. MacInnis and Guzzi were awarded 50% and 44%, respectively, of their respective annual base salaries, and Messrs. Cammaker, Pompa and Matz were each awarded 40% of their respective 2009 base salaries.

Under the terms of the program for 2009, the Compensation Committee could have, in its sole discretion, reduced the payment of any named executive officer’s annual incentive award based on financial measurements even though these financial measurements called for payment of the percentages provided for in the Matrix. In the exercise of its discretion the Compensation Committee and the independent members of our Board could have taken into account whatever factors they deemed appropriate in exercising negative discretion and could have awarded a percentage less than that called for by the Matrix. The Compensation Committee, in its sole discretion, also could have awarded in

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respect of each named officer’s personal goals and objectives a percentage of his 2009 base salary ranging from zero to twice the percentage designated for him.

The 2009 aggregate annual incentive awards made to each named executive officer was less than his Maximum Potential Incentive Award and represented the following approximate percentages of his respective 2009 base salary: Mr. MacInnis, 246%; Mr. Guzzi, 216%, and Messrs. Cammaker, Pompa and Matz, each, 197%.

MacInnis Special Bonuses

In light of our results for 2009, the Compensation Committee in March 2010 awarded Mr. MacInnis a special cash bonus of $217,500. This cash bonus for 2009 is reflected under the “Bonus” column of the Summary Compensation Table on page 19 and is in addition to the payment he received in respect of his annual incentive award for 2009.

Long Term Incentive Plan

We provide a significant portion of our named executive officers’ compensation through our LTIP. The LTIP provides incentives which foster executive recruitment and retention, reward long-term financial performance, and align management and Stockholder interests. Before we adopted the LTIP, Mercer advised the Compensation Committee that the LTIP as proposed should accomplish these objectives with its focus on long-term financial performance, cash and equity awards competitive with those granted by Mercer’s then list of Comparator Companies, and use of equity for alignment with stockholder returns.

Each participant in the LTIP, including each named executive officer, is entitled each year to an award based on a multiplier (or percentage), which we refer to as the “Multiplier,” of his annual base salary rate at the end of the previous year. We refer to this award as the “LTIP Target Bonus”.

Specifically, the LTIP Target Bonus consists of:

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consummated (i) sale or disposition of Company assets or securities or (ii) acquisition or investment, (c) the effect of any changes in statutory tax rates from those in effect on March 29, 2010, (d) restructuring charges due to a sale or closure of a subsidiary’s business, and (e) the cumulative effect of any change in accounting principles.) We use the three year measurement period to extend a named executive officer’s focus over multiple-year periods. This is intended to help achieve positive sustained long-term financial results and to align the named executive officer’s interests with longer-term Stockholder interests. If we achieve 100% of the earnings per share objective that the Compensation Committee established for a measurement period, the named executive officer will receive 100% of his LTIP Cash Target Bonus. If we achieve 50% of the earnings per share objective for a measurement period, the named executive officer will receive 50% of his LTIP Cash Target Bonus. If we fail to achieve our minimum objectives of at least 50% of the pre-established earnings per share objective for a measurement period, no performance- based cash incentive award is payable in respect of that period. If we exceed the pre-established earnings per share objective for the measurement period by 120% or more, the named executive officer will receive 200% of his LTIP Cash Target Bonus. For earnings per share falling between 50% and 100% of the earnings per share objective for the measurement period or between 100% and 120% of the earnings per share objective, the percentage of the LTIP Cash Target Bonus is interpolated from 50% to 100% of the LTIP Cash Target Bonus and from 100% to 200% of the LTIP Cash Target Bonus, respectively. The named executive officer would not be entitled to any performance-based cash incentive award for any measurement period in which his employment is terminated by us for cause or in which he leaves our employment without good reason. However, if, during a measurement period, his employment is terminated by us without cause, by him for good reason or by reason of his death, disability or retirement at age 65 or older, he would, nevertheless, be entitled to a pro rata amount of the performance-based cash incentive award that he would have received had he been employed by the Company for that measurement period. (We have set forth the definition of the terms “cause”, “good reason” and “disability” under our LTIP on page 31 in the Section entitled “Potential Post Employment Payments”—“Long Term Incentive Plan.”)

Under the terms of the LTIP, we established for each LTIP participant, including each named executive officer, a Multiplier (or percentage) of his annual base salary rate. The Multiplier for each named executive officer, which is set out in the LTIP (subject to change annually by the Compensation Committee for each named executive officer), for 2009 was as follows: Mr. MacInnis, 200%; Mr. Guzzi, 150%; Mr. Cammaker, 125%; Mr. Pompa, 125%; and Mr. Matz, 125%. In the opinion of Mercer, the Multiplier for each named executive officer, when applied to a percentage of his annual base salary rate as of the end of the previous year, resulted in an LTIP Target Bonus for each named executive officer which was competitive with those provided by the Comparator Companies. Any change in the Multiplier for a named executive officer would change the basis for computing his potential cash incentive award under the LTIP as well as his annual number of stock units.

The Compensation Committee believes this two-part retention and performance program provides a balance between market-based incentives and multi-year financial-based awards. Market-based incentives, such as equity awards, provide a strong link to stockholder value creation. Financial-based awards provide a direct link to long-term corporate performance.

In addition, the Board believes that because part of each LTIP award is in stock units generally vesting three years from the grant date and the balance is payable in cash based on the Company’s financial performance over a three year period, which amount is capped based on a percentage of annual base salary rate, the LTIP does not encourage excessive or unnecessary risk taking by participants in the LTIP, including our named executive officers.

Under the terms of the LTIP, the Compensation Committee established a measurement period consisting of calendar years 2007, 2008 and 2009 pursuant to which performance-based cash incentive awards may be paid to LTIP participants, including our named executive officers. The actual amount payable in respect of each participant’s LTIP Cash Target Bonus for this measurement period, 50% of

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the product of his Multiplier and his annual base salary rate as of December 31, 2006, was dependent upon how our Company’s earnings per share for that period measured up against the earnings per share objective for the period, which was $4.58 per share (as adjusted for our 2-for-1 stock split effected on July 9, 2007). Because our aggregate earnings per share for the 2007 – 2009 measurement period ($6.95) exceeded by more than 120% the $4.58 per share earnings objective for that measurement period, in accordance with the LTIP, each named executive officer, as well as each other participant in the LTIP, was paid in March 2010 200% of his LTIP Cash Target Bonus. The amount of this payment to each named executive officer is included under the “Non-Equity Incentive Plan Compensation” column for 2009 of the Summary Compensation Table on page 19.

In January 2009 pursuant to the terms of the LTIP each named executive officer, as well as each other participant in the LTIP, was awarded a number of stock units entitling him to receive in February 2012 an equal number of shares of our Common Stock provided he is continuously employed by us through that date. However, if his employment is terminated by us without cause, by him for good reason, or by reason of his death, disability or retirement at age 65 or older, he will, nevertheless, be entitled to those shares. The number of stock units awarded to each named executive officer was determined by dividing the closing price of a share of our Common Stock on the New York Stock Exchange on January 2, 2009 by 50% of the product of the named executive officer’s then Multiplier and his annual base salary rate as of December 31, 2008. The aggregate grant date value of the stock units awarded in 2009 to each named executive officer based on Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 is included under the “Stock Awards” column for 2009 of the Summary Compensation Table on page 19.

In addition, in February 2009, under the LTIP, the Compensation Committee established a measurement period consisting of the 2009 – 2011 calendar years and established for that period an earnings per share objective of $5.40. Each named executive officer’s LTIP Cash Target Bonus for that measurement period is 50% of the product of his annual base salary rate as of the end of 2008 and his current Multiplier set out on page 15 of this Compensation Discussion and Analysis. The amount set out in the Table entitled Grants of Plan-Based Awards in Fiscal Year 2009 on page 24 identified with footnote (4) indicates the range of performance-based cash incentive awards each named executive officer may receive in respect of the 2009 – 2011 measurement period if we achieve for that measurement period (i) the minimum earnings per share objective of $2.70, (ii) the earnings per share objective of $5.40, or (iii) at least 120% of the earnings per share objective, or $6.48. As indicated earlier, if we do not achieve the minimum earnings per share objective for the 2009 – 2011 measurement period, we will not pay any of the LTIP performance-based cash incentive awards identified in the Grants of Plan- Based Awards in Fiscal Year 2009 Table.

Percentage of Incentive Compensation

We believe our annual and LTIP incentive awards motivate our named executive officers to seek sustained positive financial performance. A significant portion of the named executive officers’ compensation is incentive compensation based on objective financial performance. The LTIP incentive awards, in part, expose management to the risk that our stock value will go down and are conditioned on the named executive officer staying employed with us for a significant period of time.

For 2009, the percentages of targeted incentive compensation to total targeted compensation of the named executive officers ranged from approximately 47% to 52%, and the equity component percentage of the named executive officers’ total targeted compensation ranged from approximately 18% to 23%. Of their 2009 total targeted compensation, the percentages that were forfeitable ranged from approximately 36% to 46% if the named executive officer did not stay employed with us for approximately three years from the award date (unless employment is terminated by us without cause, by him for good reason or by reason of his death, disability, or retirement at age 65 or older.)

Corporate Tax Deduction on Compensation in Excess of $1 Million a Year

Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, which we refer to as the “Code”, generally limits how much compensation public companies may deduct on their U.S. Federal income tax returns for compensation paid to certain executive officers. Public companies

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generally may deduct up to $1 million of compensation they pay to any employee who on the last day of the year is one of our named executive officers. Compensation may qualify for an exemption from the deduction limit if it satisfies certain conditions under Section 162(m). The Compensation Committee considers the impact of this rule when developing and implementing our executive compensation plans. While we have designed much of our annual incentive awards and LTIP performance-based cash incentive awards to qualify for an exemption from the limitation on deductible compensation, not all the annual incentive awards and LTIP awards qualify under Section 162(m). To the extent a named executive officer’s annual incentive award is paid based on achievement of his personal goals and objectives (and a portion was so paid for 2009), the award would not, and did not, qualify under Section 162(m). In addition, the special bonus paid to our chief executive officer did not qualify under Section 162(m). Also, awards of stock units under the LTIP, which vest over the passage of time, do not qualify under Section 162(m). The Compensation Committee does not require that all compensation qualify under Section 162(m) because it believes that it is important to preserve flexibility in administering compensation programs.

Accounting Treatment

When designing the elements of compensation, the Compensation Committee considers the impact of accounting treatment. For calendar years 2005, 2006 and 2007, a portion of our annual incentive awards to our named executive officers and certain other employees were made in phantom stock units, which were to be settled in cash and resulted in a liability award being established. This type of award is required to be marked to market at the end of each accounting period. As a consequence, during the accounting periods before which we paid cash for phantom stock units, these awards resulted in additional expense when the value of our Common Stock rose above the value of the phantom units as of the last valuation date and resulted in additional net income when the value of our Common Stock fell below the value of the phantom units as of the last valuation date. For this reason, among others, the Compensation Committee has not granted any phantom stock units since such awards were made in respect of 2007.

Retirement Plans, Severance Arrangements, and Stock Options

Retirement Plans

As indicated above, we provide our sole retirement benefits through our 401(k) plan pursuant to which we made a matching contribution of $11,000 for the account of each named executive officer for 2009. We base the amount of our contribution for named executive officers on a formula set forth in the terms of the plan that applies to all administrative employees participating in our 401(k) plan. Because there is no retirement benefit enhancement for named executive officers, the Compensation Committee does not consider gains from stock option or stock awards in setting retirement benefits for each named executive officer.

Severance Arrangements

In light of our modest retirement benefits and the existence of employment agreements for several years with our named executive officers other than Mr. Guzzi (who did not join us until October 2004), which employment agreements we decided not to renew when they expired December 31, 2004, the Compensation Committee decided to enter into severance agreements with our named executive officers in 2005. The terms of the severance agreements reflect market practice and advice provided at the time they were entered into to the Compensation Committee by Mercer and outside counsel engaged by the Compensation Committee and take into account the named executive officers’ past accomplishments. If a named executive is terminated without cause or if he terminates his employment for good reason, his severance agreement provides him with a severance benefit equal to (a) two years of his annual base salary and (b) a prorated amount of his annual incentive awards. The Severance Agreements and other enhanced severance benefits referred to in this Section as well as the terms “cause” and “good reason” are described commencing on page 27 under “Potential Post Employment Payments”—“Severance Agreements”.

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In addition, if the named executive officer is terminated without cause or if he terminates his employment for good reason, as those terms are defined on page 31 in the Section entitled “Potential Post Employment Payments”—“Long Term Incentive Plan”, we will provide him with:

Change of Control Agreements

We have entered into change of control agreements with each named executive officer and our other senior executives so that if we experience a change of control we can provide security to them during the period of change of control in order that they can focus on our business, making decisions which are in our best interests and the best interests of our Stockholders, even if such decisions lead to their departure and in order that we may retain these individuals during that period and the transition to new ownership. These agreements provide for enhanced severance benefits if, within two years of the date we experience a change of control, an Executive terminates his employment for good reason or an Executive’s employment is terminated involuntarily, other than for cause, death or disability. The enhanced severance benefits payable in the event of severance after a change of control are described below in the Section entitled “Potential Post Employment Payments”—“Change of Control Agreements” commencing on page 33. Those terms and provisions reflected competitive market practices and advice provided by outside counsel to the Company and were not derived primarily from a negotiation process with our executives. The terms “cause”, “good reason” and “change of control” as used in the change of control agreements are defined on pages 33 and 34.

Excise Tax Gross-Ups

The severance payments and other payments and benefits our named executive officers would receive in connection with a change of control could trigger an excise tax, payable by our named executive officers. In that case, we would make gross-up payments to those named executive officers so that they receive the same economic benefit they would have received if the excise tax were not imposed. We would provide these gross-up payments, even though we cannot deduct them from our own taxable income, because we believe our named executive officers should receive the full economic benefit of the protections we have offered them.

Stock Options

In addition, most of the stock options granted to each of the named executive officers provide that if his employment is terminated without cause or if he terminates his employment for good reason, the period during which the stock options are exercisable continues following the termination of his employment for the remainder of the option term, and one grant of stock options provides that the options are exercisable for their entire term whether or not the named executive officer remains in the Company’s employ and regardless of the reason for the termination of his employment. The balance of their stock options provide that such options are exercisable for the shorter of two years from such employment termination date or the remainder of the option term. The terms “cause” and “good reason” as defined in the stock option agreements are substantially the same as they are defined in the severance agreements. All stock options granted to our named executive officers are presently vested.

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EXECUTIVE COMPENSATION AND RELATED INFORMATION

The following Table sets forth information with respect to the compensation of our Chairman of the Board and Chief Executive Officer, Chief Financial Officer, and our three other most highly compensated executive officers, who we refer to collectively as the “named executive officers”, based on total compensation for fiscal 2009.

Summary Compensation Table for Fiscal Years 2009, 2008 and 2007

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				The aggregate grant date fair value for each named executive officer for 2007 with respect to phantom stock units granted on March 5, 2008 in connection with 2007 incentive awards was as follows: Mr. MacInnis, $449,991; Mr. Guzzi, $309,995; Mr. Cammaker, $230,004; Mr. Pompa, $204,998; and Mr. Matz, $187,498. In addition, the aggregate grant date fair value for Messrs. MacInnis and Guzzi with respect to the phantom stock units granted on March 24, 2008 in connection with the phantom stock portion of their special bonuses for 2007 was as follows: Mr. MacInnis, $115,283 and Mr. Guzzi, $31,551.
(2)				No option awards were made to the named executive officers in 2007, 2008, and 2009.
(3)				The amounts reported in this column for 2007 include the cash portion of annual incentive awards paid in 2008 in respect of 2007 and exclude amounts attributable to phantom stock units granted in 2008 in respect of 2007, which phantom stock unit amounts are reflected in the column for 2007 entitled “Stock Awards”. The cash portion of 2007 annual incentive awards for each of the named executive officers are as follows: Mr. MacInnis, $1,440,000; Mr. Guzzi, $992,000; Mr. Cammaker, $736,000; Mr. Pompa, $656,000; and Mr. Matz, $600,000. The amounts reported in this column for 2007 also include amounts paid in 2008 under the LTIP in respect of the Cash Target Bonuses for the phase-in 2006 and 2007 measurement period. These LTIP amounts for each of the named executive officers are as follows: Mr. MacInnis, $735,000; Mr. Guzzi, $405,000; Mr. Cammaker, $271,875; Mr. Pompa, $212,500; and Mr. Matz, $218,750. The amounts reported in this column for 2008 include the annual incentive awards paid in 2009 in respect of 2008, all of which was paid in cash. These annual incentive awards for each of the named executive officers are as follows: Mr. MacInnis, $2,375,000; Mr. Guzzi, $1,430,000; Mr. Cammaker, $950,000; Mr. Pompa, $900,000; and Mr. Matz, $820,000. The amounts reported in this column for 2008 also include amounts paid in 2009 under the LTIP in respect of the Cash Target Bonuses for the 2006 – 2008 measurement period. These LTIP amounts for each of the named executive officers are as follows: Mr. MacInnis, $1,470,000; Mr. Guzzi, $810,000; Mr. Cammaker, $543,750; Mr. Pompa, $425,000; and Mr. Matz, $437,500. The amounts reported in this column for 2009 include the annual incentive awards paid in 2010 in respect of 2009, all of which were paid in cash. These annual incentive awards for each of the named executive officers are as follows: Mr. MacInnis, $2,337,000; Mr. Guzzi, $1,407,120; Mr. Cammaker, $934,800; Mr. Pompa, $885,600; and Mr. Matz, $806,800. The amounts reported in this column for 2009 also include amounts paid in 2010 under the LTIP in respect of the Cash Target Bonuses for the 2007 – 2009 measurement period. These LTIP amounts for each of the named executive officers are as follows: Mr. MacInnis, $1,522,500; Mr. Guzzi, $900,000; Mr. Cammaker, $556,250; Mr. Pompa, $486,750; and Mr. Matz, $450,000.
(4)				The amounts reported in this column for each named executive officer include: an allowance for his leasing of an automobile; reimbursement for auto insurance on such vehicle; reimbursement for the cost of maintenance and repair of such vehicle; premiums paid for excess liability insurance of $10 million; reimbursement for monthly dues in a club suitable for entertaining clients and other business contacts; the incremental cost of the spouse of the named executive accompanying him to one weekend Board meeting at a resort venue, where applicable; and in Mr. MacInnis’ case reimbursement for the use of certain personal car services. The amounts in this column also include for each of 2007, 2008, and 2009 the cost of premiums paid by us for term life insurance for each named executive officer as follows: Mr. MacInnis, $20,642; Mr. Guzzi, $4,620; Mr. Cammaker, $15,523; Mr. Pompa, $2,559; and Mr. Matz $1,472. The amounts reported in this column also include reimbursement for taxes on certain of the foregoing perquisites for each of the named executive officers as follows: for 2007, Mr. MacInnis, $34,836; Mr. Guzzi, $18,620; Mr. Cammaker, $28,761; Mr. Pompa, $19,651; and Mr. Matz, $19,507; for 2008, Mr. MacInnis, $30,403; Mr. Guzzi, $24,457; Mr. Cammaker, $35,992; Mr. Pompa, $20,577 and Mr. Matz, $20,727; for 2009, Mr. MacInnis, $40,065; Mr. Guzzi, $32,808; Mr. Cammaker, $36,249; Mr. Pompa, $21,984; and Mr. Matz, $24,188. For 2007, the amounts include matching contributions of $9,600, for 2008, the amounts include matching contributions of $10,000, and for 2009, the amounts also include matching contributions of $11,000, provided by us under our 401(k) Retirement Savings Plan for the account of each named executive officer.

Proportion of 2009 Salaries and Bonuses To Total 2009 Compensation

The approximate percentage of each named executive officer’s 2009 salary and bonus of his total 2009 compensation reported in the Summary Compensation Table on page 19 is as follows: Frank T. MacInnis, 19%; Anthony J. Guzzi, 18%; Sheldon I. Cammaker, 20%; Mark A. Pompa, 21%; and R. Kevin Matz, 21%. There can be no assurance that the total compensation amounts reported in that Table will be realized.

Annual Incentive Awards

Under our Annual Incentive Program, as authorized by and pursuant to the terms of our Key Executive Incentive Bonus Plan, the Compensation Committee establishes annual financial objectives for us and individual performance goals and objectives for each named executive officer. These objectives are the basis on which a determination is made whether the named executive officer should receive an annual incentive award and, if so, the amount of such award. The annual incentive awards for 2009 and the basis on which they were made are discussed on pages 12 through 14 in the Section

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entitled “Compensation Discussion and Analysis”. For 2007 the maximum annual incentive award for each named executive officer could not exceed 200% of his annual base salary and for 2008 and 2009 the maximum annual incentive awards for Messrs. MacInnis and Guzzi were increased to 250% and 220%, respectively, of their 2008 and 2009 base salaries. The maximum annual incentive awards for 2008 and 2009 for Messrs. Cammaker, Pompa and Matz were 200% of their respective annual base salaries. Inasmuch as the annual incentive award for each named executive officer for 2007 and 2008 based on our 2007 and 2008 financial performance was equal to the maximum percentages of their respective annual base salaries, no annual incentive award was based on the accomplishment of 2007 and 2008 individual goals and objectives. For 2009 the annual incentive award for each executive officer based on our 2009 financial performance was equal to an approximate percentage of his respective annual base salary as follows: Frank T. MacInnis, 196%; Anthony J. Guzzi, 172%; Sheldon I. Cammaker, 157%; Mark A. Pompa, 157%; and R. Kevin Matz, 157%. In addition, each such officer received, based on the accomplishment of his individual goals and objectives, the follow percentages of his annual base salary: Frank T. MacInnis, 50%; Anthony J. Guzzi, 44%; Sheldon I. Cammaker, 40%; Mark A. Pompa, 40%; and R. Kevin Matz, 40%. The estimated payouts under the 2009 Annual Incentive Program are included under the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column of the Grants of Plan-Based Awards in Fiscal Year 2009 Table on page 24 and have footnote (3) next to them.

Of each named executive officer’s annual incentive award for 2007, 80% was paid in cash in March 2008, and the balance was paid in March 2008 in the form of phantom stock units. For 2008 and 2009, 100% of each named executive officer’s annual incentive award was paid in cash inasmuch as the plan providing for 20% of the annual incentive awards to be paid in phantom units was suspended by the Board in December 2008 commencing with the 2008 calendar year. The cash portions of the 2007 incentive awards and the entire 2008 and 2009 incentive awards, all of which were in cash, are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 19. The number of phantom stock units awarded in March 2008 to each named executive officer in respect of his annual incentive award for 2007 was equal to a number which was 125% of 20% of his annual incentive award divided by fair market value of a share of our Common Stock on March 5, 2008. The aggregate grant date fair value of these phantom stock units is included for 2007 in the “Stock Awards” column of the Summary Compensation Table. As indicated above, no phantom stock units were issued in respect of annual incentive awards for 2008 or 2009.

Special Bonuses

In light of our 2007 results, in March 2008 the Compensation Committee awarded to Mr. MacInnis and Mr. Guzzi cash bonuses of $460,000 and $100,000, respectively, which cash bonuses are included for 2007 in the “Bonus” column of the Summary Compensation Table on page 19, and 4,750 fully vested phantom stock units and 1,300 fully vested phantom stock units, respectively. These phantom stock units turn into cash on the same basis as if the phantom stock units had been awarded under our Annual Incentive Program in March 2008. The aggregate grant date fair value of these phantom stock units is included in the “Stock Awards” column for 2007 of the Summary Compensation Table. In addition, in March 2008 Mr. MacInnis was also awarded 10,800 stock units vesting in three years which will entitle him to an equal number of shares of our Common Stock, which stock units vest on substantially the same terms and conditions as those granted in January 2008 under our LTIP, of which stock units 5,800 were granted in respect of 2007 and 5,000 were granted in respect of 2008. The aggregate grant date fair value of these 5,800 and 5,000 stock units are also included in the “Stock Awards” column for 2007 and 2008, respectively, of the Summary Compensation Table. There can be no assurance that the amounts reported in the “Stock Awards” column of the Summary Compensation Table in respect of these phantom stock units or stock units will be realized. In light of our 2008 results, in February 2009 the Compensation Committee awarded to Mr. MacInnis as a special bonus an additional $210,000 which is included for 2008 in the “Bonus” column of the Summary Compensation Table, and in February 2010 in light of our 2009 results, the Compensation Committee awarded Mr. MacInnis as a special bonus an additional $217,500 which is included for 2009 in the “Bonus” column of the Summary Compensation Table.

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Long Term Incentive Plan

Our Board adopted the LTIP in December 2005. Under the terms of the LTIP, for 2007, 2008, and 2009, we granted each named executive officer stock units in January 2007, 2008, and 2009. These stock units, which generally vest in full three years from their respective grant dates, represent the right to receive an equal number of shares of Common Stock, generally on or about the third week in February 2010, 2011, and 2012, respectively.

A named executive officer had to have been employed by us generally until January 3, 2010 to receive shares in respect of his 2007 stock unit award, and must be employed until January 2, 2011 to receive shares in respect of his 2008 stock unit award and until January 2, 2012 to receive shares in respect of his 2009 stock unit award. If a named executive officer’s employment had terminated before January 3, 2010, he would have forfeited his 2007, 2008 and 2009 stock unit awards, and in the event of termination of his employment before January 2, 2011, he will forfeit his 2008 and 2009 stock unit awards, and upon termination of his employment before January 2, 2012, he will forfeit his 2009 stock unit award, unless such termination is by the Company without cause (defined on page 31 under “Potential Post Employment Payments”—“Long Term Incentive Plan”) or by him for good reason (defined on page 31 under “Potential Post Employment Payments”—“Long Term Incentive Plan”) or due to his disability, death or retirement at age 65 or older.

As provided in the LTIP, we base the number of stock units that a named executive officer is to receive for a calendar year on one-half of a set percentage of his annual base salary rate as of the immediately preceding December 31, divided by the closing price of a share of our Common Stock as of the first business day of the year in which we award the stock units. The current percentage for each named executive officer is provided for in the LTIP (subject to change by the Compensation Committee) and is set out on page 15 in the Section entitled “Compensation Discussion and Analysis”.

The stock award amounts reflected in the “Stock Awards” column of the Summary Compensation Table on page 19 relate to those stock awards made in January 2007, 2008, and 2009 under the LTIP. There can be no assurance that the amounts reported in the “Stock Awards” column of that Table will be realized. The stock awards reflected in the “All Other Stock Awards” column of the Grants of Plan-Based Awards in Fiscal Year 2009 on page 24 represent the number of stock units awarded in January 2009 under the LTIP.

We also provide for performance-based cash incentive awards under the LTIP. In 2006, 2007, 2008, and 2009 we granted each named executive officer a potential performance-based cash incentive award or LTIP Cash Target Bonus. In 2006 we granted LTIP Cash Target Bonuses based on our performance for a measurement period consisting of calendar years 2006 – 2007. The financial target for the 2006 – 2007 measurement period was exceeded, entitling each named executive officer to be paid an amount equal to twice his LTIP Cash Target Bonus for this measurement period. The amounts paid in respect of these performance-based cash incentive awards are included for 2007 in the Summary Compensation Table on page 19 under the “Non-Equity Incentive Plan Compensation” column. In addition, in 2006 we granted LTIP Cash Target Bonuses based on our performance for a measurement period consisting of calendar years 2006 – 2008. The financial target for this measurement period also was exceeded entitling each named executive officer to be paid an amount equal to twice his LTIP Cash Target Bonus for this measurement period, and the amounts paid in respect of these performance-based cash incentive awards are included for 2008 in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. In 2007, we granted LTIP Cash Target Bonuses based on our performance for a measurement period consisting of calendar years 2007 – 2009. The financial target for this measurement period was also exceeded entitling each named executive officer to be paid an amount equal to twice his LTIP Cash Target Bonus for this measurement period, and the amounts paid in respect of these performance-based cash incentive awards are included for 2009 in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

LTIP Cash Target Bonuses were also granted in 2009 for the measurement period consisting of calendar years 2009 – 2011 and are reflected in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column of the Grants of Plan-Based Awards in Fiscal Year 2009 Table on page 24. We will base the payment of these awards (next to which the footnote (4) appears) on the

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achievement of the predetermined earnings per share objectives for the measurement period consisting of calendar years 2009 – 2011. We will pay to each named executive officer the target performance-based cash incentive award set opposite his respective name in the Grants of Plan-Based Awards in Fiscal Year 2009 Table on page 24 if we achieve aggregate earnings per share of $5.40 for the 2009 – 2011 measurement period. If, for this period, we achieve aggregate earnings per share of $2.70, each named executive officer will be entitled to the threshold performance-based cash incentive award amount set opposite his respective name in that Table. If, for this period, we achieve aggregate earnings per share of $6.48, each named executive officer will be entitled to the maximum performance-based cash incentive award amount set opposite his respective name in that Table. For aggregate earnings per share falling between $2.70 and $5.40, and between $5.40 and $6.47, for the 2009-2011 measurement period, the performance-based cash incentive award is interpolated from 51% to 99% of the target performance-based cash incentive award and from 101% to 199% of the target performance-based cash incentive award.

If a named executive officer is not employed during an entire measurement period, he will not be entitled to any performance-based cash incentive award for the measurement period, unless he has been terminated without cause, he terminates his employment for good reason, dies, is disabled or retires on or after age 65. If during a measurement period he is terminated without cause, terminates for good reason, dies, is disabled or retires on or after age 65, then for the measurement period, he will be entitled to all or a portion of the awards under the LTIP as described under the Section entitled “Potential Post Employment Payments”—“Long Term Incentive Plan,” commencing on page 30, where the terms “cause”, “good reason” and “disability” are also defined.

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The following Table sets forth certain information with respect to the grant of awards during the 2009 fiscal year to the named executive officers.

Grants of Plan-Based Awards in Fiscal Year 2009

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The following Table sets forth certain information with respect to unexercised options and unvested outstanding equity awards held by the named executive officers at the end of 2009.

Outstanding Equity Awards at 2009 Fiscal Year-End

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(d)				Options granted 10/25/2004 and 1/03/2005 vested and became exercisable 33-1/3% on each of the first, second and third anniversaries of their respective grant dates and expire on the respective dates shown in column (E) which is the day before the tenth anniversary of their respective grant dates.
(e)				Represents LTIP stock units awarded in January 2007; these units vested on January 2, 2010.
(f)				Represents LTIP stock units awarded in January 2008 and, in the case of Mr. MacInnis, an additional 10,800 stock units awarded to him in March 2008 with the same terms and conditions as those pertaining to the 2008 LTIP stock units; these stock units vest on January 2, 2011.
(g)				Represents LTIP stock units awarded in January 2009; these stock units vest on January 2, 2012.

In the event a named executive officer who is a holder of any of the options set out in the Outstanding Equity Awards at 2009 Fiscal Year End Table on page 25 is terminated by us without cause or terminates his employment for good reason, the options reported in that Table remain exercisable for the balance of their term except in the case of the options expiring 12/13/11, 10/24/14, and 1/02/15. The options expiring 12/13/11 are exercisable for the balance of their term whether or not the named executive officer remains in the employ of the Company and regardless of the reason for the termination of his employment. In the case of the options expiring 10/24/14 and 1/2/15, following termination of the named executive officer’s employment by us without cause or by him for good reason, the options are exercisable only for two years following such termination of employment. Except in the case of the options expiring 12/13/11, if the named executive officer’s employment terminates because of his retirement after age 65, death, or disability or by reason of his employment being terminated by us for cause or by him without good reason, his options will be exercisable for a period of three months following termination of employment in the case of such retirement or disability or termination for cause or without good reason and six months in the case of his death. The terms “cause” and “good reason” are defined in the option agreements substantially as they are defined in the Severance Agreements discussed on page 27 under the Section entitled “Potential Post Employment Payments”—“Severance Agreements”.

Unvested stock units reported in the Outstanding Equity Awards at 2009 Fiscal Year End Table on page 25 were awarded in 2007, 2008, and 2009 under our LTIP, and in the case of Mr. MacInnis’ unvested stock units, an additional 10,800 stock units were awarded to him in March 2008 of which 5,800 were granted in respect of 2007 and 5,000 were granted in respect of 2008. Stock units awarded in 2007 vested in full in January 2010; those awarded in 2008 are to vest in full in January 2011; and those awarded in 2009 are to vest in full in January 2012. However, if we experience a change of control prior to the scheduled vesting date, unvested stock units will vest in full at that time and shares of our Common Stock will be issued in respect of them. If the employment of a named executive officer is terminated by us without cause or by him for good reason, or if his employment terminates by reason of his death, disability or retirement at age 65 or older, his stock units will vest in full at such time and the shares of our Common Stock to be issued in respect of his stock units will then be issued unless he is one of the fifty highest paid employees of us or our subsidiaries, in which case the shares will be issued six months after his termination. If employment of the named executive officer is terminated by us for cause or he terminates his employment without good reason, before his stock units vest, he will forfeit the stock units. The terms “cause” and “good reason” insofar as they pertain to the stock units, are defined on page 31 in the Section entitled “Potential Post Employment Payments”—“Long Term Incentive Plan”.

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The following Table sets forth with respect to each named executive officer certain information with respect to options exercised by him and his stock awards that vested during fiscal year 2009.

Option Exercises and Stock Vested in Fiscal Year 2009