**Exhibit 4.9**

 

**DE BRAUWBLACKSTONEWESTBROEK**

 

**EMPLOYMENTAGREEMENT**

 

**between**

** **

**ArcadisN.V.**

** **

**and**

** **

**Dr. F.Schneider**

 

----

 

**Contents**
|           | ** ** | ** ** | ** ** | ** **                                  | ** ** | **page** |
|-----------|------------|------------|------------|---------------------------------------------|------------|----------|
| Clause 1  |       | —     |       | Duties of director                          |       | 3        |
| Clause 2  |       | —     |       | Term of agreement                           |       | 4        |
| Clause 3  |       | —     |       |                                        |       | 4        |
| Clause 4  |       | —     |       | Severance payment                           |       | 5        |
| Clause 5  |       | —     |       | Salary and holiday  allowance               |       | 5        |
| Clause 6  |       | —     |       | Bonus (Short Term  Incentive)               |       | 6        |
| Clause 7  |       | —     |       | Shares/Options (Long  Term Incentive)       |       | 6        |
| Clause 8  |       | —     |       | Vacation                                    |       | 6        |
| Clause 9  |       | —     |       | Pension and disability                      |       | 6        |
| Clause 10 |       | —     |       | Expense allowances                          |       | 7        |
| Clause 11 |       | —     |       | Car                                         |       | 8        |
| Clause 12 |       | —     |       | Relocation                                  |       | 8        |
| Clause 13 |       | —     |       | Temporary housing  allowance                |       | 8        |
| Clause 14 |       | —     |       | Confidentiality and  return of property     |       | 9        |
| Clause 15 |       | —     |       | Amendment                                   |       | 9        |
| Clause 16 |       | —     |       | General terms                               |       | 10       |
| Clause 17 |       | —     |       | Governing law and  jurisdiction/arbitration |       | 10       |

----

 

**EMPLOYMENT AGREEMENT**

**Theundersigned:**

1.                                   thelimited liability company Arcadis N.V. with its corporate seat in Arnhem andits address at Utrechtseweg 68, (the **“Company”),**representedby Ir H.L.J. Noy, CEO

and

2.                                   Dr. F.Schneider, born on March 4, 1962, residing at 81377 München, Germany,Pelargonienweg 4B, (the **“Director”),**

**whereas:**

a.                                   TheCompany’s supervisory board shall propose to the general meeting ofshareholders, in its meeting of May 17, 2006, to appoint the Director asMember of the Executive Board of the Company with effect from May 18,2006.

b.                                  TheCompany wishes to employ the Director as from February 1, 2006 ascorporate director (without statutory responsibilities), awaiting the intendedappointment as Member of the Executive Board by the shareholders meeting of theCompany on May 17,2006, upon the terms and conditions set forthhereinafter.

c.                                   Thedirector is willing to enter into this agreement with respect to his employmentas corporate director as from February 1, 2006, and in case the generalmeeting of shareholders so decides, as Member of the Executive Board as from May 18,2006, upon the terms and conditions set forth hereinafter.

d.                                  Partieswish to agree on the terms and conditions for employment of the Director,including the conditions for termination of this agreement, the latter also forthe event the general meeting will not appoint the Director as Member of theExecutive Board in its meeting of May 17, 2006.

e.                                   Partieswish to adhere to the Dutch Corporate Governance Code (Code Tabaksblat).

2

----

 

e.                                   Theparties wish to set out in writing the terms and conditions of employmentgoverning their relationship.

**have agreed as follows:**

**Duties ofDirector Clause 1**

1.1.                          Asfrom the entering date of this agreement, the Director shall be employed by theCompany as corporate director and in the event he is appointed as Member of theExecutive Board by the shareholders meeting on May 17, 2006, as from May 18,2006 he will be employed as Member of the Executive Board.

1.2.                          Inhis capacity as Member of the Executive Board of the Company the Director shallhave all rights and obligations (to be) granted to and imposed on him by law orby or pursuant to the Company’s articles of association. By signing this agreement,the Director declares that he has received a copy of the Company’s articles ofassociation and is familiar with their contents.

1.3.                          TheDirector shall duly fulfill his duties and devote all of his energies to thebest of his abilities to promote the sound conduct of the business andprofitability of the Company and its affiliated businesses.

1.4.                          Theposition as Member of the Executive Board of the Company may require that theDirector also acts as board member, supervisory director or in any other desiredcapacity in relation to the businesses (to be) affiliated with the Companywithout receiving any additional remuneration. When the Director ceases to beMember of the Executive Board of the Company, he shall resign from theaforementioned positions with effect from a date to be determined by theCompany.

1.5.                          TheDirector may only perform ancillary activities with the Company’s prior writtenconsent. This consent shall be given if the activities are compatible with theDirector’s position and the Company’s interests and the time requirements forthese activities do not conflict with a proper fulfilment of his duties underthis agreement, all such to be decided by the sole discretion of theSupervisory Board of the Company. The Director has no ancillary activities.

1.6.                          Thedirector is familiar with the fact that the Company adheres to the DutchCorporate Governance Code, which also includes rules and procedures for(the Members of) the Executive Board. By signing this agreement, the

3

----

 

Director declares that hehas received a copy of the Dutch Corporate Governance Code and is familiar withits contents.

1.7.                          Thespecific tasks of the Director will be decided upon by the Supervisory Board ofthe Company, based on a proposal prepared by the Chairman of the ExecutiveBoard after consultation with the Director.

1.8.                          TheDirector is based at the head offices of the Company in Arnhem, theNetherlands. Except for time spent for traveling to fulfill his duties, theDirector is supposed to work from the corporate head office in Arnhem. Partieshave agreed that the Director can work 10% of his working time from home or anyother place in Germany.

1.9.                          TheExecutive Board of the Company will adopt a Charter to be approved by theSupervisory Board. The Director will adhere to that Charter and the changesthereto as will be adopted from time to time.

**Term ofagreementClause 2**

2.1.                          Inline with the Dutch Corporate Governance Code, the appointment as Member of theExecutive Board will be for a period of four years. Therefore this agreement,that is being entered into on February 1, 2006, is entered into for afixed period of 4 years and 4 months and shall end automatically on June 1,2010 without notice being required.

**Clause 3**

3.1.                          Eachparty may terminate this agreement early, during the fixed term, by givingwritten notice before the end of a calendar month, subject to a notice periodof one month for the Director and the Company.

3.2.                          Incase the Director is not appointed as Member of the Executive Board in theshareholders meeting of the Company of May 17, 2006, this is a ground fortermination of the employment agreement as per clause 4.2.a.

3.3.                          Incase the Company wishes to extend the agreement for a next period of fouryears, after June 1, 2010, it will make a proposal to the General Meetingof Shareholders of the Company for its meeting in May 2010 in order toextend the appointment of the Director as Member of the Executive Board. TheDirector will be informed by the Company no later than September 1, 2009whether it intends to make such a proposal. In case the shareholders meetingagrees with the appointment of the Director for a next period of four years,the

4

----

 

term of this agreementwill be extended to the next period of four years, starting on June 1,2010.

**SeverancepaymentClause 4**

4.1.                          Ifand to the extent that this employment agreement is terminated on the Company’sinitiative by the Company giving notice of termination or by rescission of theagreement by the competent court, the Company shall grant a payment to theDirector in connection with that termination but only in the event the groundsfor termination are not severe attributable non performance by the Director ordisability for work for more then two years. In all other cases the Directorshall not be entitled to such payment.

4.2.                          Theamount of the payment or continuation by way of compensation referred to insubclause 1: 

a.                 shall be formalcontinuation of employment without an obligation to work till December 31,2006 in the event this agreement is terminated due to the fact that theshareholders meeting has not appointed the Director as Member of the ExecutiveBoard as per May 18, 2006 in which case the Director will receive fromthat date only his salary and vacation allowance as stated in clause 5 and willnot be entitled to other emoluments or compensations. If in this situation theDirector chooses to leave the company prior to December 31, 2006, theremainder of the salary and vacation allowance for the period between the dateof termination and December 31, 2006 will be paid as a lump sum.

b.                shall afterappointment as Member of the Executive Board be equal to one year gross basesalary and holiday allowance referred to in clause 5.1. and 5.2. paid by theCompany to the Director for the last 12 months of the employment.

**Salaryand holiday allowanceClause 5**

5.1.                          TheDirector shall receive a gross base salary of EUR 240,660.—, per year,excluding holiday allowance, to be paid in twelve equal monthly instalments,and shall be paid before the end of each calendar month net of the mandatoryand agreed withholdings and deductions.

5.2.                          TheDirector shall be entitled to a holiday allowance of 8% of the gross basesalary mentioned in clause 5.1. The holiday allowance shall be paid annually inMay in accordance with customary Company practices. Any surplus or

5

----

 

deficit holiday allowance paid will be settled in themonth of December or upon termination when earlier. If the Director hasnot been employed by the Company during the entire Relevant Period, the holidayallowance shall be calculated *pro rata*.

**Bonus(Short Term Incentive)Clause 6**

The Director is eligible for a bonus based on theARCADIS NV Bonus Program. The target bonus is 40% of gross base salary. Theactual bonus may vary from 0****to 1.5 times the target bonustherewith varying form 0****to 60% of the gross base salary anddepends completely on the realisation of the Director’s personal goals andtargets as well as the results of Arcadis N.V. as whole. The bonus will be setannually after the annual accounts of Arcadis N.V. have been approved by theSupervisory Board and will be paid pro rato to the period the Director actuallyperformed his function in the relevant year. Furthermore, the bonus is notpayable if the Director is at his initiative not employed by the Company at themoment the bonus becomes payable.

**Shares/Options(Long Term Incentive)Clause 7**

In line with the remuneration policy adopted by thegeneral meeting of shareholders, the Director is eligible under conditions asset out in the Arcadis N.V. 2005 Long Term Incentive Plan for an award ofshares and options on shares. The to be granted shares and options areconditional upon the Company achieving certain performance criteria, to bedecided by the Supervisory Board at its sole discretion.

**VacationClause 8**

The Director shall be entitled to take 30 working daysper calendar year as vacation days in consultation with the Company and withdue regard for the Company’s interests. If the Director has not been employedduring the entire calendar year, the entitlement to vacation days shall becalculated *pro rata*.

**Pensionand disabilityClause 9**

9.1                             TheDirector shall be included in the Company’s (collective) pension schemeapplicable to Dutch employees. The pension scheme rules in their currentor any future amended form shall apply to the participation in the scheme andthe payment of premium. The Company’s liability shall be limited to the premiumpayments specified in the pension scheme rules.

6

----

 

9.2.                          Incase of unfitness for work caused by sickness the Company will pay the Director100% of his gross base salary during the first 26 weeks and 70% of his grossbase salary during the following 78 weeks. The Company will not cover or takeout insurance for the Director for the so-called WAO or WIA (Dutch socialsecurity payments for disability) since the Director decides to live in Germanyand is subject to German social security legislation. The Company will pay tothe Director the employer part of the social security premiums as if the Directorwould be living in The Netherlands. The Company will arrange for participationof the Director in the German social security system and make the relevantpayment and will withheld that from the Directors salary. The Director shall beincluded in the Company’s insurance for disability, which means that theDirector in case of disability is eligible to a payment additional totheoretical Dutch social security amounts, according to the rules in theircurrent or any future amended form of the Company’s disability insuranceprogram. The Company will not compensate the Director for the fact that he willnot receive Dutch Social Security payments in case of disability.

**ExpenseallowancesClause 10**

10.1.                    The Director shall receive a fixedexpense allowance of EUR 385,— per month for daily expenses, including but notlimited to tips, corporate gifts, costs of representation and acquisition,parking costs and privately purchased specialist literature that is notnormally claimed separately. Furthermore, the Director shall receive EUR 15,— permonth for telecommunication costs.

10.2.                    Expenses incurred by the Directorother than those referred to in subclause 1 shall be paid by the Companyfollowing submission of proper proof, provided that they have been incurredreasonably and in the Company’s interest.

10.3.                    The Director shall not receive theexpense allowance referred to in subclause 1 if he has failed, for whateverreason including illness, to carry out his duties for more than two months.

10.4.                    The Company shall withhold from theexpense allowances referred to in subclauses 1 and 2 such amounts as requiredunder applicable social security and tax legislation.

10.5.                    These allowances can be changedunilaterally by the Company.

10.6.                    The company will pay the Directoran amount for his health insurance equal to the employer contribution as if theDirector would participate in the Dutch

7

----

 

health insurance.

**CarClause 11**

11.1.                    The Company shall make available tothe Director for the fulfillment of his duties a lease car, at appropriatestandards to be decided by the Company. The car shall be made available subjectto the leasing terms used by the leasing company in Germany.

11.2.                    The car may be used for privatepurposes within reasonable limits.

11.3.                    All costs incurred in connectionwith the use of this car shall be borne by the Company, with the exception ofthe costs specified in subclause 4.

11.4.                    The followingcosts shall be for the Director’s account:

a.                  fines fortraffic offences and similar costs; 

b.                 incomeand wage tax arising from the provision of the car;

**RelocationClause 12**

The Director shall within 12 months of thecommencement of this agreement move to location within a radius of 120kilometers from Arnhem. The Director is allowed to move to a place in Germany nearthe Dutch border in the vicinity of Arnhem. The Company shall compensate theDirector for his costs of relocation and actual removal of EUR 25.000,— ofwhich EUR 5.445,— will be paid net of taxes. Furthermore, the Company will payreal estate agency fees incurred in Director’s search for a new house up to amaximum of EUR 10.000,—.

**Temporaryhousing allowanceClause 13**

During the interim period between commencement of theagreement and Director’s move to a new house as provided for in clause 12 theCompany will pay for the Director the rent of a furnished apartment in Arnhem(rent and utility bills) on the condition that the rental agreement is approvedin advance by the Company. Furthermore, the Company will reimburse the Directorfor his commuting costs Arnhem-München for the interim period. The Company willbear the tax and social security consequences of these compensation/allowances.

For the time that theDirector is employed with the Company, the Company will assist the Director andpay the costs related to the Directors tax return preparation files.

8

----

 

**Confidentialityand return of propertyClause 14**

14.1.                    The Director may not, either duringor after the end of this agreement, use confidential information about theCompany and the Company’s activities or products, including information aboutsuppliers, customers and other relations, and any such information aboutenterprises affiliated with the Company for any other purpose than is necessaryin connection with the performance of his duties. The Director shall maintainsuch information carefully and ensure that third parties do not become aware ofit other than in accordance with this subclause. The provisions of thissubclause do not apply if the Director is required to use or disclose theinformation by law or pursuant to a court decision.

14.2.                    With regard to property of theCompany, including documents, computer discs and other data carriers as well ascopies thereof, which come into the Director’s possession in connection withthe performance of his duties, the Director shall not use such property in anyother way and shall not keep it any longer than is necessary to perform hisduties, and the Director shall in any event hand over or return such propertyimmediately to the Company at the latter’s request or, at the Director’s owninitiative, if he has not carried out his duties for any reason for more than 6weeks or the employment has ended.

14.3.                    If information as referred to insubclause 1 has been stored in a computer system of the Director or hasotherwise been stored in a form which does not have to be handed over orreturned by the Director pursuant to subclause 2, the Director shall not keepthat information for any period longer than is necessary to perform his duties,and in any event destroy the information immediately at the Company’s requestor, at the Director’s own initiative, if he has not carried out his duties forany reason for more than 6 weeks or the employment has ended.

14.4.                    If the Director is in breach ofsubclauses 1 to 3, he shall, in derogation from the provisions of section 7:650subsections 3, 4 and 5 Civil Code, owe to the Company without any demand orother prior notice a non-recurrent penalty of EUR 100.000,—, to be increased bya penalty of EUR 5.000,— for each day, including a portion of a day, that thebreach continues. The Company shall be entitled to the penalty withoutprejudice to any claim for performance of the obligations set out in subclauses1 to 3 of this Clause.

**AmendmentClause 15**

9

----

 

The Company shall have the right to amend thisemployment agreement unilaterally within the scope of section 7:613 Civil Code.

**GeneraltermsClause 16**

The CAO (Collective Employment Agreement) is notapplicable on this agreement.

**Governinglaw and jurisdiction / arbitrationClause 17**

17.1.                    Thisagreement shall be governed by Dutch law.

17.2.                    Alldisputes arising from this agreement, including disputes concerning theexistence and validity thereof, shall be resolved by the competent courts inthe Netherlands.

**In evidence whereof:**

this agreement was signed in duplicate in the mannerset out below.

 
| /s/ Ir H.L.J. Noy |   |
|-------------------|--------|

 

ARCADIS N.V. By: Ir H.L.J. Noy, CEODate: 17-1-2006

 
| /s/ Jhr. Drs. R.W.F. van Tets |   |
|-------------------------------|--------|

 

ARCADIS N.V. (Conditional upon appointment of theDirector as Member of the Executive Board)By: Jhr. Drs. R.W.F. van Tets, chairman Supervisory BoardDate:

 
| /s/ F. Schneider |   |
|------------------|--------|

 

Dr. F. SchneiderDate: 17/1/06

10

----