EXHIBIT 10.2.1


                               TRC COMPANIES, INC.

                         TERMINATION POLICY FOR MEMBERS
                              TRC KEY PERSON GROUP

    (as adopted by the Company's Board of Directors on December 1, 1999)





                                         

For Voluntary  Terminations            -       No Salary Continuation, except Involuntary Provisions shall
of Category 1 and 2                            apply if the Termination is volunteered  by the Category 1 or 2
Key Person Group Members                       Key Person Group Members to accommodate a "friendly" change of control.


For Involuntary Terminations           -       One (1) year's salary for Category 1 Key Person Group
Within One (1) Year After a                    Members
Change of Control of TRC
                                               Six (6) months' salary for Category 2 Key Person Group Members


For All Other                          -       Three (3) month's salary
Involuntary Terminations




Change of Control shall mean: (i) the acquisition, by an entity, person or group
of beneficial ownership (as defined in rule 13d-3 under the Securities Exchange
Act of 1934) of capital stock of TRC if, immediately after such acquisition,
such entity, person or group is entitled to exercise more than 25% of the
outstanding voting power of all capital stock of TRC entitled to vote at
election of directors; (ii) or the election to the Board of Directors of TRC of
candidates not previously recommended for election by the Board of Directors of
TRC, if such candidates constitute a majority of the Board of Directors in
office following such election; (iii) The involuntary termination of the
Chairman of the Board of Directors; or (iv) the voluntary termination of the
Chairman of the Board of Directors for the purpose of facilitating a "friendly"
change of control.

Involuntary Termination shall mean: any termination which is initiated by TRC
without cause (i.e., without malfeasance or gross misconduct on the part of the
Employee) or which is initiated by the Employee for good reason (i.e., as a
consequence of action by TRC demoting the Employee in terms either of
compensation or responsibilities or changing the conditions of employment in a
manner the Employee reasonably finds warrants resignation). The determination of
whether any termination is involuntary shall be made by the Chief Executive
Officer. The Employee may appeal that determination to the Compensation
Committee whose determination shall be final and conclusive. If the appeal
involves a termination within one year following a change of control of TRC, the
Compensation Committee determination shall be made by the directors who were
members of the Compensation Committee immediately prior to such change of
control. If there are no such directors remaining in office, the Employee shall
be entitled to have a determination made in any court of competent jurisdiction.

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