<Page>
Exhibit 10.2.2
TRC Key Person Bonus Plan for Fiscal Years 1999-2005 as amended on January 25,
2002
38
<Page>
TRC COMPANIES, INC.
KEY PERSON BONUS PLAN
FISCAL YEARS 1999-2005
TERM Seven (7) years from FY 1999 through FY 2005
PARTICIPANTS Members of Categories 1, 2 and 3 of the Key Person Group
<Table>
<Caption>
Earnings Per Share* After
Taxes If Bonuses % of Earnings Before
Were Not Allocated Taxes and Bonus
BONUS POOL UNDER THIS PLAN ALLOCATED TO BONUSES
--------------- --------------------
$ 0.00 0%
0.13 2%
0.27 4%
0.40 6%
0.53 8%
0.67 10%
0.80 12%
0.93 14%
1.07 14.6%
1.20 14.6%
1.33 or greater 14.6%
</Table>
<Table>
<Caption>
Earnings Per Share
After Taxes
If Bonuses Were
BONUS POOL SPLIT Not Allocated
BETWEEN CATEGORIES UNDER THIS PLAN CATEGORY 1 CATEGORY 2 CATEGORY 3
--------------- ---------- ---------- ----------
$ 0.00 0% 50% 50%
0.13 0% 53% 47%
0.27 10% 47% 43%
0.40 16% 44% 40%
0.53 22% 42% 36%
0.67 28% 39% 33%
0.80 35% 36% 29%
0.93 41% 33% 26%
1.07 47% 31% 22%
1.20 53% 28% 19%
1.33 or greater 60% 25% 15%
</Table>
*All references to earnings per share for purposes of computing the annual bonus
amount shall mean earnings per share on a diluted basis. Reflects the effect of
the 3 for 2 stock split in February 2002. Subject to further adjustment in the
event of future stock splits or recapitalization.
39
<Page>
<Table>
BONUS POOL SPLIT The Bonus Pool allocated to the three categories shall be split between the
WITHIN CATEGORIES members of the Category based upon their individual performance as determined
by the Chief Executive Officer and approved by the Compensation Committee.
LIMITATION (a) There will be no Bonus Pool for any Fiscal Year unless the earnings per
share (before bonuses under this Plan) are at least: 110% of earnings
per share (before bonuses) for the prior Fiscal Year; or 130% of the
earnings per share (before bonuses) for the second preceding year;
whichever is less. If the payment of the Bonus Pool in any Fiscal Year
would reduce earnings per share to less than the 110% or 130% of the
prior or second preceding Fiscal Year (the controlling year), the Bonus
Pool shall be reduced in the amount necessary to result in earnings per
share of 110% or 130% for the controlling year.
(b) Where earnings growth in any fiscal year from acquisitions in that fiscal year
accounts for more than 60% of total earnings growth, that portion of
earnings growth from such acquisitions above 60% shall be excluded from the
calculation of earnings per share for purposes of calculating the bonus
payable hereunder.
(c) The Chief Executive Officer with the approval of the Compensation Committee
shall have the authority to reduce the Bonus Pool and/or adjust the Bonus Pool
Split Between Categories if, in his opinion, the Company's performance
against plan so warrants.
SURVIVAL The benefits of this Key Person Group Bonus Plan are intended to survive for the
full stated term, fiscal years 1999 through 2005. In this regard in the event,
prior to the expiration of the full term of this Plan, the Company is merged,
acquired, or otherwise enters into a transaction the result of which is that
common stock of the Company is no longer outstanding in a fashion which will allow
the calculation of earnings per share on a basis consistent with historical
practice (a "Transaction"), the Plan shall continue for the remainder of its full
term with the Bonus Pool being calculated by using the Bonus Pool for the most
recently completed fiscal year prior to the Transaction and projecting it over the
remainder of the term based on non-linear regression analysis using quarterly
earnings per share data during the Plan from its inception up to the date of the
Transaction, subject to the cap of 14.6% of Earnings Before Taxes and Bonus
Allocated to Bonuses. Persons subject to Involuntary Termination following a
Change of Control (as such terms are defined in the Company's Termination Policy
for Members of the TRC Key Person Group) shall remain subject to the Plan for the
remainder of the fiscal year in which such Involuntary Termination occurs and
receive the same percentage allocation of the bonus pool as such person received
in the immediately prior fiscal year.
AMENDMENT The Compensation Committee may amend or modify this Plan in any respect at any
time or from time to time.
</Table>
40