L. B. FOSTER COMPANY 2004
MANAGEMENT INCENTIVE COMPENSATION PLAN
This Plan is designed to motivate employees to achieve goals, to reward employees who achieve such goals and
to improve corporate performance.
II. CERTAIN DEFINITIONS
The terms below shall be defined as follows for the purposes of this Plan. The definitions shall be subject to such
adjustments as, from time to time, may be made, by the Committee.
2.1 "BASE COMPENSATION" shall mean the total base salary, rounded to the nearest whole dollar, actually
paid to a Participant during the Fiscal Year, excluding payment of overtime, incentive compensation,
commissions, reimbursement of expenses, severance, car allowances or any other payments not deemed part of a
Participant's base salary; provided, however, that the Participant's contributions to the Corporation's Voluntary
Investment Plan shall be included in Base Compensation. Base Compensation for Participants who die, retire or
are terminated shall include only such compensation paid to such during the fiscal year with respect to the period
prior to death, retirement or termination.
2.2 "COMMITTEE" shall mean the Personnel and Compensation Committee of the Board of Directors and any
2.3 "CORPORATION" shall mean L. B. Foster Company and those subsidiaries thereof in which L.B. Foster
Company owns 100% of the outstanding common stock.
2.4 "DEPARTMENT/INDIVIDUAL GOALS" are those goals approved by the Chief Executive Officer and
utilized to establish incentive awards pursuant to Section 4.3
2.5 "FISCAL YEAR" means the 2004 calendar year.
2.6 "INCENTIVE AWARD" shall mean the payment made to a Participant under this Plan, after and/or subject
to adjustments under this Plan.
2.7 " INCENTIVE INCOME" shall mean the pre-tax income (after, inter alia, deductions for benefits payable
under the annual sales incentive and profit sharing plans) for the Corporation or, as applicable, for an Operating
Unit for the Fiscal Year, b