**Exhibit 4.10**

**EMPLOYMENT AGREEMENT**

**betweenArcadis N.V.and**

**Drs. Ina.B.A. van der Kllft RC**

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**Contents**

 
| ** **     | ** ** | ** ** | ** ** | ** **                                      | ** ** | **page.** | ** ** |
|----------------|------------|------------|------------|-------------------------------------------------|------------|-----------|------------|
| **Clause 1**   |       | —     | ** ** | **Job description**                             | ** ** | **3**     | ** ** |
| **Clause 2**   |       | —     | ** ** | **Term of agreement**                           | ** ** | **4**     | ** ** |
| **Clause 3**   |       | —     |       |                                            | ** ** | **4**     | ** ** |
| **Clause 4**   |       | —     | ** ** | **Severance**                                   | ** ** | **4**     | ** ** |
| **Clause 5**   |       | —     | ** ** | **Salary and holiday allowance**                | ** ** | **5**     | ** ** |
| **Clause 6**   |       | —     | ** ** | **Bonus**                                       | ** ** | **5**     | ** ** |
| **Clause 7**   |       | —     | ** ** | **Options/Shares**                              | ** ** | **5**     | ** ** |
| **Clause 8**   |       | —     | ** ** | **Holidays**                                    | ** ** | **6**     | ** ** |
| **Clause 9**   |       | —     | ** ** | **Pension and disability**                      | ** ** | **6**     | ** ** |
| **Clause 10**  |       | —     | ** ** | **Expense allowances**                          | ** ** | **6**     | ** ** |
| **Clause 11**  |       | —     | ** ** | **Car**                                         | ** ** | **7**     | ** ** |
| **Clause 12**  |       | —     | ** ** | **Confidentiality and return of  property**     | ** ** | **7**     | ** ** |
| **Clause 13**  |       | —     | ** ** | **Amendment**                                   | ** ** | **8**     | ** ** |
| **Clause 14**  |       | —     | ** ** | **General terms and conditions of  employment** | ** ** | **8**     | ** ** |
| **Clause  15** |       | —     | ** ** | **Governing law and jurisdiction/arbitration**  | ** ** | **9**     | ** ** |

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**EMPLOYMENTAGREEMENT**

**The undersigned:**

1.                                       thelimited liability company Arcadis N.V. with its corporate seat in Arnhem andits address at Nieuwe Stationsstraat 10, (the “**Company**”),represented by Ir. H.L.J. Noy, CEO

and

2.                                       Drs. Ing.B.A. van der Klift RC, born on July 12, 1959, residing at 3971 HJDriebergen, Vijverlaan 5, (the “**Director**”),

**whereas:**

a.                                       TheDirector and the Company signed an employment agreement on May 25, 2004.

b.                                      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 (more especially as CFO) witheffect from May 18, 2006.

c.                                       TheDirector is willing to enter into this agreement with respect to his employmentas Member of the Executive Board as from May 18, 2006, upon the terms andconditions 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), for the event thegeneral meeting will appoint the Director as Member of the Executive Board inits meeting of May 17, 2006.

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

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

**have agreed as follows:**

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**Duties of DirectorClause 1**

1.1                                    Asfrom May 18, 2006 the Director will be employed as Member of the ExecutiveBoard if he is appointed as such by the shareholders meeting on May 17, 2006.

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 thisagreement, the Director declares that he has received a copy of the Company’sarticles of association 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 otherdesired capacity in relation to the businesses (to be) affiliated with theCompany without receiving any additional remuneration. When the Director ceasesto be Member 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 fulfillment 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 Directordeclares that he has received a copy of the Dutch Corporate Governance Code andis familiar with its 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.

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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 Amhem.

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.

**Termof agreementClause 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 effective May 18, 2006, is entered into for afixed period of 4 years and 13 days and shall end on June 1, 2010. Given the fact that there isan extended employment agreement a notice period of two months shall beobserved by the Company.

**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 a notice period of two month for the Company.

3.2                                    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 in writing by the Company no later than January 1,2010 whether it intends to make such a proposal. In case the shareholdersmeeting agrees with the appointment of the Director for a next period of fouryears, the term of this agreement will be extended to the next period of fouryears, starting on June 1, 2010.

**SeveranceagreementClause 4**

4.1.**                                **Ifand to the extent that this employment agreement is terminated on the Company’sinitiative or not extended by the Company giving notice of termination or byrescission of the agreement by the competent court, the Company shall grant apayment to the Director in connection with that termination but only in theevent the grounds for termination are not severe attributable non performanceby the Director or disability for work for more

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                                                   thentwo years. In all other cases the Director shall not be entitled to suchpayment.

4.2.                                 Theamount of the payment shall be equal to one year gross base salary and holidayallowance referred to in clause 5.1. and 5.2. paid by the Company to theDirector for the last 12 months of the employment.

**Salary and 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 installments,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 deficitholiday allowance paid will be settled in the month of December or upontermination when earlier. If the Director has not been employed by the Companyduring the entire Relevant Period, the holiday allowance shall be calculated pro*rata**.***

**Bonus (Short term incentive)Clause 6**

TheDirector is eligible for a bonus based on the ARCADIS NV Bonus Program. Thetarget bonus is 40% of gross base salary. The actual bonus may vary from 0 to1.5 times the target bonus therewith varying form 0 to 60% of the gross base salary anddepends completely on the realization 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 rat0 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(Loan Term Incentive)Clause 7**

Inline with the remuneration policy adopted by the general meeting ofshareholders, the Director is eligible under conditions as set out in theArcadis N.V. 2005 Long Term Incentive Plan for an award of shares and optionson shares. The to be granted shares

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and options are conditional upon the Company achievingcertain performance criteria, to be decided by the Supervisory Board at itssole discretion.

**VacationClause 8**

The Director shallbe entitled to take 31 working days per calendar year as vacation days inconsultation with the Company and with due regard for the Company’s interests.If the Director has not been employed during the entire calendar year, theentitlement to vacation days shall be calculated pro rate.

**Pension and 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.

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 Director shall be included inthe Company’s insurance for disability, which means that the Director in caseof disability is eligible to a payment additional to theoretical Dutch socialsecurity amounts, according to the rules in their current or any futureamended form of the Company’s disability insurance program.

**Expense allowancesClause 10**

10.1                              TheDirector shall receive a fixed expense allowance of EUR 385,—per month fordaily expenses, including but not limited to tips, corporate gifts, costs ofrepresentation and acquisition, parking costs and privately purchasedspecialist literature that is not normally claimed separately. Furthermore, theDirector shall receive an amount of EUR 15,—per month for telecommunicationcosts.

10.2                              Expensesincurred by the Director other than those referred to in subclause 1 shall bepaid by the Company following submission of proper proof, provided that theyhave been incurred reasonably and in the Company’s interest.

10.3                              TheDirector shall not receive the expense allowance referred to in subclause 1 ifhe has failed, for whatever reason including illness, to carry out his duties

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                                                   formore than two months.

10.4.                           TheCompany shall withhold from the expense allowances referred to in subclauses 1and 2 such amounts as required under applicable social security and taxlegislation.

10.5.                           Theseallowances can be changed unilaterally by the Company.

**CarClause 11**

11.l.                              TheCompany shall make available to the Director for the fulfillment of his dutiesa lease car, at appropriate standards to be decided by the Company. Theconditions are worded in the Company Lease regulation including an employeecontribution.

11.2.                           The carmay be used for private purposes within reasonable limits.

11.3.                         Thefollowing costs shall be for the Director’s account in any case:

a.                 Fines for trafficoffences and similar costs;

b.                Income and wagetax arising from the provision of the car;

**Confidentiality and return ofpropertyClause 12**

12.1.                           TheDirector may not, either during or after the end of this agreement, useconfidential information about the Company and the Company’s activities orproducts, including information about suppliers, customers and other relations,and any such information about enterprises affiliated with the Company for anyother purpose than is necessary in connection with the performance of hisduties. The Director shall maintain such information carefully and ensure thatthird parties do not become aware of it other than in accordance with thissubclause. The provisions of this subclause do not apply if the Director isrequired to use or disclose the information by law or pursuant to a courtdecision.

12.2.                           Withregard to property of the Company, including documents, computer discs andother data carriers as well as copies thereof, which come into the Director’spossession in connection with the performance of his duties, the Director shallnot use such property in any other way and shall not keep it any

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                                                   longerthan is necessary to perform his duties, and the Director shall in any eventhand over or return such property immediately to the Company at the latter’srequest or, at the Director’s own initiative, if he has not carried out hisduties for any reason for more than 6 weeks or the employment has ended.

12.3.                           Ifinformation as referred to in subclause 1 has been stored in a computer systemof the Director or has otherwise been stored in a form which does not have tobe handed over or returned by the Director pursuant to subclause 2, theDirector shall not keep that information for any period longer than isnecessary to perform his duties, and in any event destroy the informationimmediately at the Company’s request or, at the Director’s own initiative, ifhe has not carried out his duties for any reason for more than 6 weeks or theemployment has ended.

12.4.                         If theDirector is in breach of subclauses 1 to 3, he shall, in derogation from theprovisions of section 7:650 subsections 3, 4 and 5 Civil Code, owe to theCompany without any demand or other prior notice a non-recurrent penalty of EUR100.000,—, to be increased by a penalty of EUR 5.000,—for each day, including aportion of a day, that the breach continues. The Company shall be entitled tothe penalty without prejudice to any claim for performance of the obligationsset out in subclauses 1 to 3 of this Clause.

**AmendmentClause 13**

TheCompany shall have the right to amend this employment agreement unilaterallywithin the scope of section 7:613 Civil Code.

**GeneraltermsClause 14**

14.1.                         The CAO(Collective Employment Agreement) is not applicable on this agreement.

14.2.                         In theevent the appointment of the Director as Member of the Executive Board does nottake place on May 17, 2006, this agreement is null and void and theexisting employment agreement of the Director as ordinary employee willcontinue.

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**Governinglaw and jurisdiction / arbitrationClause 15**

15.1.                           Thisagreement shall be governed by Dutch law.

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

**Inevidence whereof:**

Thisagreement was signed in duplicate in the manner set out below.
| /s/ IR.  H.L.J. NOY                                                                                                                                           | 7-4-06 |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
| ARCADIS N.V.  By: Ir. H.L.J. Noy, CEO                                                                                                                         |   |   |
|                                                                                                                                                          |   |   |
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| /s/ JHR.  DRS. R.W.F. VAN TETS                                                                                                                           |   |   |
| ARCADIS N.V. (Conditional upon appointment of the  Director as Member of the Executive Board)  By: Jhr. Drs. R.W.F. van Tets, Chairman Supervisory Board |   |
|                                                                                                                                                          |   |   |
| Date: 25-4-2006                                                                                                                                               |   |   |
|                                                                                                                                                          |   |   |
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| /s/ DRS. ING.  B.A. VAN DER KLIFT RC                                                                                                                     |   |   |
| Drs. Ing. B.A. van der Klift RC  Date: 10-4-06                                                                                                           |   |   |
|                                                                                                                                                          |   |   |
|                                                                                                                                                          |   |   |

 

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