Exhibit 10.1


 


TRANSITION
ARRANGEMENTS AGREEMENT


 


THIS AGREEMENT (the “Agreement”), executed to be effective as of September 17,
2008 (the “Effective Date”), by and between CH2M HILL Companies, Ltd. (“CH2M
HILL”) and Mr. Ralph R. Peterson (the “Executive”). CH2M HILL and the
Executive shall hereafter be referred to as “Parties” and each a “Party”.


 


Recitals


 


A.            The
Executive is currently employed as CH2M HILL’s Chief Executive Officer (“CEO”)
and Chairman of the Board of Directors (“Chairman”).


 


B.            For
the last two years, the Executive has been working with CH2M HILL’s Board
of Directors and its senior management team to orchestrate an orderly
transition of his responsibilities as CH2M HILL CEO and Chairman.


 


C.            Pursuant
to this long term succession plan, the Executive has decided to step down and
resign from his current position as CH2M HILL’s CEO effective December 31,
2008 (the “Resignation Date”) and as Chairman at the end of the Executive’s
term as a member of the Board of Directors in May, 2009. CH2M HILL is accepting
the Executive’s resignation subject to the terms and conditions of this
Agreement.


 


D.            CH2M
HILL and the Executive desire for the Executive to participate in the
transition of his responsibilities during a transition period from the Effective
Date until the Resignation Date (the “Transition Period”); and the Executive
desires to continue his affiliate with CH2M HILL in a non-executive role as a
Chairman Emeritus after the end of his Board term in May, 2009 until he retires
on October 12, 2009 (the “Retirement Date”), subject to the terms and
conditions of this Agreement.


 


E.             In
consideration for the Executive’s services during the Transition Period and
until retirement and in exchange for certain promises and covenants by the
Executive, the Company desires to provide the Executive with certain additional
compensation and benefits that the Executive is not otherwise entitled to under
the terms of his current employment with CH2M HILL.


 


F.             The
Parties wish to enter into this Transition Arrangements Agreement, which shall
replace and supersede the Executive’s employment arrangements and
understandings, written and oral, in their entirety;


 


NOW, THEREFORE, in consideration of the mutual covenants and promises
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, CH2M HILL and the Executive
hereby agree as follows:


 


Agreement


 


I.              REASSIGNMENT OF DUTIES AND OTHER TRANSITION
ARRANGMENTS.


 


1.     The
Executive hereby resigns, effective December 31, 2008,  as CH2M HILL’s Chief Executive Officer and
all other officer and director level positions that the 


 

















 


Executive
holds with CH2M HILL affiliates (including all joint ventures and special
project companies) which resignation shall become effective without further
action by the Executive or CH2M HILL at the close of business on the
Resignation Date.


 


2.               The
Transition Period shall commence immediately as of the Effective Date and shall
continue until the Resignation Date.


 


3.               Effective
as of the Effective Date, the Executive shall commence transition of his
responsibilities as the CEO to Mr. Lee A. McIntire, the new CEO appointed
by the Board to succeed the Executive (the “New CEO”). During this transition
period, the New CEO shall take on the day-to-day operations and leadership of
the company, interfacing with the Executive as appropriate in the best interest
of CH2M HILL.


 


4.               Effective
as soon as the Board of Directors elects a new Chairman to succeed the
Executive, the Executive shall commence transition of his responsibilities as
the Chairman of the Board.


 


5.               During
the Transition Period, CH2M HILL will facilitate the transition of all other
officership and directorships that the Executive holds with CH2M HILL
affiliates, including the joint ventures and special project companies.


 


6.               During
the Transition Period, certain other transition arrangements shall take place
as follows:


 


a.               The Executive will facilitate
and cause to occur, no later than by end of business Friday, September 19,
2008 all customary and appropriate public announcements and internal
communications about the Executive’s decision to step down as CH2M HILL’s CEO,
including the announcement of the appointment (effective January 1, 2009)
of the New CEO.


 


b.              The Executive shall, as soon
as possible at the start of the Transition Period, assist and effect the
re-assignment and delegation of the Executive’s duties as CEO to the New CEO
and provide whatever support is necessary and appropriate to facilitate a
smooth transition of responsibilities.


 


c.               The Executive shall as soon
as practicable after the Board’s election of the new Chairman and as requested
by the Lead Director coordinate and assist with the prompt transition of all
the Executive’s duties and responsibilities as Chairman, and as chairman or
member of each Committee of the Board on which the Executive serves, to the new
Chairman of the Board when elected.


 


d.              In order to assist the
transition of the Executive’s duties and responsibilities as Chairman and as a
member of various Board Committees,


 


(i)                                     The Executive shall
not vote or otherwise actively participate in the regularly scheduled November 2008
and February 2009 meetings of the Board and committees thereof.


 


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(ii)                                  The Executive shall,
or cause the Lead Director to, cancel the planned 2008 Board retreat (the Board
retreat to reschedule for early 2009).


 


7.               During the Executive’s
service as the Chairman Emeritus until the Retirement Date, the Executive will
perform services to be agreed on behalf of CH2M HILL, such as acting as a
member of public bodies and organizations and other roles as reasonably
requested from time to time by the Lead Director, the members of the Board, or
the New CEO. Notwithstanding the foregoing, the Executive shall not be required
to commit any minimum level of effort (number of hours on a weekly, monthly or
other basis).


 


8.               Until his retirement, the
Executive shall continue to represent CH2M HILL by words and actions in
the most positive manner, consistent with the values of CH2M HILL and its
obligations to its employee-shareholders, other employees and stakeholders.


 


II.             COMPENSATION and BENEFITS;
EMPLOYMENT AT-WILL.


 


1.               Employment
At-Will. As has been the case during the Executive’s entire career with
CH2M HILL, he shall remain an employee at-will, subject
to CH2M HILL’s policies and procedures. Nothing in this Agreement shall
modify that employment status.


 


2.               Base
Salary. If the Executive
materially complies with the terms and understandings of this Agreement, and
his employment continues until the Retirement Date or if the Executive’s
employment with CH2M HILL terminates for any reason other than as
specified in Section II.6, the Executive shall be compensated as follows:


 


a.               Transition Period. During the
Transition Period, the Executive will receive base salary in the amount of
approximately $82,916 per month, representing the Executive’s current monthly
compensation at his annual base salary rate of $995,000.


 


b.              After Transition Period. After the
Resignation Date and until the Retirement Date, the Executive will receive base
salary of approximately $62,188 per month, representing approximately 75% of
the Executive’s current monthly compensation.


 


3.               Incentive Compensation.
If the Executive materially complies with the terms and understandings of this
Agreement, and his employment continues until the Retirement Date or if the
Executive’s employment with CH2M HILL terminates for any reason other than
as specified in Section II.6, the Executive shall receive the following
incentive compensation:


 


a.               STI. Subject to the Executive being actually
employed by CH2M HILL on the date of the 2008 Short Terms Incentive (“STI”)
benefit payout, currently expected early in March, 2009, the Executive will
receive STI with respect to the Executive’s and CH2M HILL’s overall
enterprise performance in fiscal 


 


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year
2008 in the amount of approximately $995,000; the actual amount to be
determined based on the company’s performance in 2008.


 


b.              LTI. Payouts pursuant to the Executive’s
2006, 2007, and 2008 Executive Long Term Incentive (“ELTI”) awards to be paid
in the first quarter of 2009, 2010, and 2011 respectively, in the amount of
approximately $2,700,000 with respect to the 2006 award (payable in 2009),
$3,800,000 with respect to the 2007 award (payable in 2010), and $2,985,000
with respect to the 2008 award (payable in 2011). The ELTI award payouts are
based on a 3-year performance of the company and the actually amounts of the
payout will be determined within a reasonable time of the end of each ELTI
3-year period.


 


4.               Retirement Benefits.


 


a.               Defined Benefit Pension Plan. All benefits currently accrued for the Executive pursuant to that
certain, frozen as of 1993, CH2M HILL defined benefit pension plan , to be
paid in accordance with the provisions of the plan.


 


b.              DCRP. Pursuant to that
certain CH2M HILL Deferred Compensation Retirement Plan (“DCRP”), the
Executive will receive, at the Executive’s discretion, either  a lump sum payment of his entire benefit as
of the Retirement Date or annual installments equivalent as provided under the
terms of the DCRP  CH2M HILL  and the Executive agree that the actual
amount of this benefit will be calculated following the Retirement Date, using
the Retirement Date as the actual benefit calculation date under the DCRP;
provided, however, if the Executive separates from CH2M HILL for any
reason before the Retirement Date, then the benefits will be pro-rated based on
the actual years of service before the Retirement Date in a manner similar to
how other DCRP participants have been handled under similar circumstances.


 


c.               Life Insurance Benefit.
Until the Retirement Date, CH2M HILL will pay all premiums and
otherwise maintain in full force and effect the existing $13,000,000 face value
life insurance policy currently maintained by the company on the life of the
Executive.  After the Retirement Date, CH2M HILL shall assign to the
Executive, the Executive’s portion of this company owned life insurance policy,
which is currently estimated to be approximately $4,975,000. All premium costs
for this policy shall be the responsibility of the Executive after the
Retirement Date. CH2M HILL and the Executive agree that this policy has no
cash value due to the Executive as of the date hereof and as of the Retirement
Date. Except as otherwise provided in Section 5(d) of this Agreement,
when and to the extent that the company transfers the Executive’s portion of
this policy to the Executive in accordance with the terms thereof, the entire
cash value of the policy shall remain with CH2M HILL.


 


d.              Retiree Medical. Upon retirement, the
Executive shall have the benefit of CH2M HILL retiree benefits for self
and spouse pursuant to CH2M HILL’s retiree benefit plan at the level
appropriate for the senior executive at CH2M HILL. The availability of
this benefit is contingent on CH2M HILL’s 


 


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discretion to continue to
provide it and the level at CH2M HILL will provide it in the future.


 


e.               DCP and EDCP Payouts. The Executive shall receive all payouts due
to him under CH2M HILL’s Deferred Compensation Plan (“DCP”) and Executive
Deferred Compensation Plan (“EDCP”) based on the distribution elections made by
the Executive under the plan and in full compliance with IRS Code Section 409A.


 


f.                 Alumni Program. Employ
may elect to participate in the CH2M HILL Alumni Program with respect to
CH2M HILL shares of common stock that the Executive Owns or he can elect
to sell his shares through the CH2M HILL Internal Market (as described in
the CH2M HILL Prospectus and Annual Report on Form 10K). If the
Executive wishes to accelerate the sale of his CH2M HILL shares beyond the
schedule provided under the Alumni program he can do so at his discretion
subject to the Internal Market rules and limitations; provided, however,
that the Executive will not sell any of his shares in CH2M HILL between December 2008
and June 2009 (inclusive) as such sale may create negative impressions
about CH2M HILL’s business prospects and stability post-Executive
resignation.


 


5.               Additional Discretionary Compensation and Benefits. Subject to the Executive’s compliance with
all material terms and understandings of this Agreement, in consideration
of assistance that the Executive will provide to CH2M HILL during the
Transition Period and for other services requested from time to time by the
Lead Director, members of the Board of Directors, or the New CEO, between the
Resignation Date and Retirement Date, at the discretion of the Lead Director of
CH2M HILL’s Board (which discretion is to be exercised with reasonable
care and in consultation with other members of the Board of Directors), the
Executive shall receive additional compensation as follows:


 


a.               Additional Base Salary.


 


(i) After
the Resignation Date and until the Retirement Date, assuming he is employed by
CH2M HILL, the Executive shall receive supplemental salary adjustment of
up to $24,478 per month to increase total monthly compensation to $86,666,
($62,188 plus $24,478), representing an annual salary rate of approximately
$1,040,000.


 


(ii)   The additional compensation available to the
Executive under the provisions of this Section 5(a) is up to
$232,541.


 


b.              Additional Incentive Compensation.


 


(i)    STI. Payable at the time when 2008 STI is paid at CH2M HILL, currently
expected in early in March of 2010, the Executive shall receive an
additional STI compensation in the amount of approximately $823,000 based,
however, on the Executive’s and CH2M HILL’s overall enterprise performance
in fiscal year 2009; the actual amount to be determined based on the company’s
performance in 2009.


 


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(ii)   LTI. Payable at the time when 2009 ELTI awards are to be paid, currently
expected in early in March of 2012, the Executive shall receive an
additional compensation based on the $2,470,000 target prorated for partial
year of service in 2009. The ELTI award payouts are based on a 3-year
performance of the company and the actually amount of the 2012 payout will be
determined within a reasonable time of the end of 2011, for the 2009 ELTI
3-year period, based on the company’s performance.


 


c.               Additional DCRP Benefit.
Payable as provided under the DCRP to supplement the retirement benefit already
outlined in Section II.4(b) of this Agreement, an additional
retirement benefit sufficient to deliver (in conjunction with the Section II.4(b) benefit)
a total aggregate benefit as provided in the DCRP equal to 50% of the Executive’s
base salary (2009 nominal salary rate of $1,040,000) as of the Retirement Date.
Based on the currently available information, CH2M HILL believes that the
total value of the overall DCRP  benefit
will be approximately $2,500,000 The actual value of this benefit to be
calculated in accordance with the provisions of the DCRP  effective as of the Retirement Date.


 


d.              Additional Life Insurance Benefit. In addition to the
life insurance benefit described in Section 4(c), CH2M HILL will
transfer to the Executive, at Retirement, the entire $13,000,000 face value
life insurance policy, including the policy’s cash value, currently estimated
to be at least $3,500,000, and the company’s portion of the  policy (in addition to the Executive’s
portion covered in Section 4(c)), estimated to have value of at least
$2,500,000; for a total additional benefit of $6,000,000. The actual cash value
and policy value to be definitively determined by Fulcrum Consultants (Joe
Thompson) at retirement or sooner. To the extent the aggregate realizable value
of this benefit is less than $6,000,000, CH2M HILL will true up the total
benefit, to $6,000,000, payable to the Executive by CH2M HILL in cash as
soon as practicable after the value is so determined. To the extent the aggregate
value of this benefit exceed $6,000,000 as determined by Fulcrum Consultants as
of the Retirement Date, such additional benefit will be for the account of the
Executive.


 


e.               Stock Options. To the
extent some of the Executive’s stock options, currently held, would not fully
vest as of the Retirement Date, the company (as part of the additional
discretionary retirement benefit will provide to the Executive the value of
these not yet vested options, calculated based on the difference between the
options’ strike price and the fair market value of CH2M HILL’s stock as of
the Retirement Date. This additional benefit will be paid by CH2M HILL to
the Executive in cash as soon as practicable after the Retirement Date.


 


f.                 Change of Control Benefit. The benefits that the Executive now enjoys under a Change of Control
Agreement with CH2M HILL will remain in effect until the date of the Board
meeting immediately following the Resignation Date.


 


6.               Termination for Cause.
All additional compensation as outlined in Section 5 of this Agreement
shall be at the discretion of the Lead Director of the Board (to be 


 


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exercised
with reasonable care and in consultation with the Board of Directors). If,
during the term of this Agreement, the Executive’s employment with
CH2M HILL is terminated for cause then the Executive shall only be
entitled to compensation outlined in Sections II.2 and II.4  of this Agreement.


 


Cause.  For purposes of this Agreement, the company may
terminate the Executive “for Cause” if:


 


(A)                              The
Executive commits any act of misconduct in violation of CH2M HILL’s
policies;


 


(B)                                During
the Transition Period or post-Transition Period until the Retirement Date, the
Executive engages in any activity which would reasonable constitute a material
conflict of interest with CH2M HILL;


 


(C)                                The
Executive breaches material provisions of this Agreement. For the avoidance of
doubt and without limiting the generality of other provisions herein, all
provisions of Article I and IV of this Agreement, as well as provisions of
Article V.3 and V.8 are deemed material by the Parties.


 


(D)                               Prior
to the Retirement Date, the Executive commits any act of misconduct which in
the opinion of the Lead Director, in his sole discretion (this discretion to be
reasonably applied in consultation with the Board) is harmful to
CH2M HILL, its shareholders, or other employees and stakeholders.


 


(E)                                 The
Executive having been convicted of (or plead guilty or nolo contendere to) a
felony involving fraud, dishonesty or moral turpitude.


 


III.         GENERAL RELEASE AND
AKNOWLEDGEMENTS.


 


1.               The Executive and
CH2M HILL agree that, in exchange for CH2M HILL’s entering into this
Agreement and the payments and other terms described herein, the Executive
hereby releases and discharges the company and any of its subsidiaries or
affiliates, and their respective directors, officers, employees, agents,
representatives, benefit plans and administrators, successors and assigns from
any and all claims, obligations, and liabilities, whether known or unknown, at
law or in equity, arising out of the Executive’s employment with
CH2M HILL; provided, however, that this release shall not include release
of any equity interests, grants, rights or entitlements, or any other accrued
benefits under any agreement, plan or policy, or to any accrued compensation
that the Executive is entitled to without discretion on the part of the company.
Subject to those benefits and rights and the rights hereunder, this Agreement
is to be broadly construed so as to resolve all pending or potential disputes
including, but without limiting the generality of the foregoing, any and all
claims under the Age Discrimination in Employment Act, as amended by the Older
Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of
1964, the Americans with Disabilities Act, the Employee Retirement Income
Security Act of 1974, the Equal Pay Act, the Family and Medical Leave Act, the
discrimination and wage payment laws of the State of Colorado, and any other
statute, regulation, or


 


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ordinance, and any and all
claims based upon alleged wrongful or retaliatory discharge, negligence,
intentional infliction of emotional distress, defamation, invasion of privacy,
other torts, harassment, employment discrimination or breach of contract (express
or implied). Notwithstanding the foregoing, the Executive does not waive any
rights the Executive may have to enforce the terms of this Agreement, to
benefits available after termination under any company-sponsored equity or
employee benefit plan, to insurance protection and/or indemnification for
actions taken by the Executive while an employee, officer and/or director of
the Company or to make any claims for workers’ compensation.


 


2.               For the avoidance
of doubt, CH2M HILL’s willingness to enter into this Agreement is in
consideration for the services that the Executive will provide to the company
as provided herein and not as a quid pro quo for any wrongdoing on the part of
CH2M HILL.


 


3.               To further
acknowledge this Release and understanding, the Executive shall sign the
Release document attached hereto as Exhibit A.


 


IV.  
COVENANTS AND
UNDERSTANDINGS.


 


All Restrictive Covenants outlined in this Section IV.2
may be waived by CH2M HILL (its Lead Director or New CEO or their
designee) at its discretion.


 


1.               Legitimate Business Interests. The Executive acknowledges that
CH2M HILL has “Legitimate Business Interests,” which CH2M HILL seeks
to protect by the Restrictive Covenants set forth below in this Article IV.


 


2.               Restricted Period. The restrictive covenants set forth below
shall apply effective immediately and for 3 years following the Retirement Date.
Given the Executive’s role as the CEO and the Chairman of the company, the
Executive agrees that the duration of the restrictive covenants is reasonable
and appropriate under the circumstances.


 


3.               Restricted Area. The Executive acknowledges that
CH2M HILL’s business is intended to be and is global, and agrees that any
of his activities anywhere in the world in violation of the restrictive
covenants contained herein would unfairly damage CH2M HILL and its Legitimate
Business Interests. Therefore, the restrictive covenants contained in this
Agreement shall apply and be effective throughout the world (the “Restricted
Area”).


 


4.               Covenant Not to Compete. During the Restricted Period and within the
Restricted Area, the Executive shall not directly or indirectly, individually
or in combination with others, complete with CH2M HILL as an employee,
officer, director, independent contractor, consultant, agent, venturer,
partner, member, or other beneficial holder of any interest in any
CH2M HILL Competitor (as that term defined in herein). Notwithstanding the
foregoing, nothing herein shall prevent the Executive from owning or purchasing
stock of a CH2M HILL Competitor on the open market, either directly or
through the ownership of a mutual funds or other investment vehicle, as long as
the Executive Does not directly or indirectly own more than .1% (in the
aggregate) of such CH2M HILL Competitor.


 


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For purposes of this
Agreement, the term “CH2M HILL Competitor” shall be defined as any engineering,
program management, or construction company engaged in any activities or
businesses similar in material respects to CH2M HILL’s business and ranked
by the ENR (Engineering News Record); or any financial institution or
investment bank in business of acquiring or selling businesses like
CH2M HILL.


 


5.               Waiver of
Non-Complete Restriction. At any time, the Executive may seek a waiver of his
obligations under a Covenant Not to Compete outlined in this Section IV.2
of this Agreement by discussing any proposed activity with the New CEO or his
successor or designee. The New CEO shall determine in his sole discretion
whether the potential engagement is competitively harmful to CH2M HILL and
may waive the Covenant Not to Compete obligations in his discretion.


 


6.               Covenant Against
Interference with Client Relations. During the Restricted
Period and within the Restricted Area, the Executive shall not interfere in any
manner with any CH2M HILL relationships with its clients or prospective clients.
Activities prohibited hereunder shall include, but are not limited to, the
Executive’s  request, suggestion, advice,
recommendation, solicitation, or other actions or attempts to induce or
influence a client or a prospective client to


 


a.               Withdraw from,
curtail, or cease discussions with CH2M HILL about project or business
opportunities;


b.              cancel, breach,
terminate, or otherwise fail to go forward with any contract or business
relation with CH2M HILL; or


c.               do business within
the scope of CH2M HILL business with any person or entities other than CH2M
HILL.


 


7.               Covenant Against
Interference with Employment Relations. During the Restricted
Period and within the Restricted Area, the Executive shall not interfere in any
manner with any CH2M HILL relations with any person who, to the knowledge of
the Executive, is employed by or otherwise in the service of one or more of the
CH2M HILL companies during the Restricted Period or in the previous twelve (12)
months. Activities prohibited hereunder shall include, but are not limited to,
the Executive’s request, suggestion, advice, recommendation, solicitation, or
other actions or attempts to induce or influence an employee or other person to
leave employment or the service of any CH2M HILL company nor identification of
any persons so engaged by CH2M HILL as a target of recruiting activities
by others.


 


8.               Covenant Regarding
Corporate Opportunities. During the Restricted Period, the Executive shall
promptly refer to CH2M HILL any information or inquiry he receives or is aware
of concerning any opportunity involving or relating to CH2M HILL business
anywhere in the Restricted Area, and shall not refer such inquiry or
information to any other person or entity. In the event that CH2M HILL is
not interested in pursuing such a opportunity, the Executive shall be free to
pursue such opportunities directly or advise others about such opportunities,
provided he advises the New CEO of his intention to do so.


 


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9.               Nondisclosure
Covenant. During the Restricted Period, the Executive shall not,
without the prior written consent of the New CEO, use or exploit for any
purpose not related to his activities on behalf of  CH2M HILL, or disclose to any person or
entity other than an employee, officer or director of CH2M HILL (with a
need-to-know and to whom disclosure is reasonably necessary or appropriate in
connection with the performance by the Executive of his duties as outlined
hereunder) any Confidential Information of any of CH2M HILL Companies.


 


In the event that the
Executive is called upon to disclose Confidential Information in connection
with any judicial or administrative proceeding or inquiry, the Executive shall
(unless prohibited from doing so by law) immediately inform CH2M HILL of
the proceeding and the potential disclosure of Confidential Information, and
shall cooperate with CH2M HILL fully to obtain a protective order (or
similar protection mechanism) to the extent possible. In the event of any
action or proceeding between the Executive and CH2M HILL, in which disclosure
of Confidential Information may be necessary or appropriate, the Executive
shall limit such disclosure to that which is absolutely necessary and shall
cooperate with CH2M HILL in obtaining an order to protect the Confidential
Information from public disclosure. CH2M HILL shall be responsible for any
reasonable fees and costs incurred in seeking and obtaining such protective
orders.


 


For purposes of this Agreement, “Confidential
Information” shall mean information about CH2M HILL, its companies and its
business, employees, and clients that is not generally available outside the
confines of our organization, and (a) is identified or treated by
CH2M HILL as confidential, proprietary or trade-secret, or (b) in
CH2M HILL’s discretion is competitively sensitive and the disclosure of it
would have a detrimental effect on CH2M HILL and/or unfairly disadvantage
CH2M HILL in the marketplace.


 


10.         Severability and
Reformation of Restrictive Covenants. In entering into this
Agreement and restrictive covenants herein contained, it is the intent of both
Parties to comply with the requirements of Colorado law in all material
respects and for the restrictive covenants to be fully enforceable under
Colorado law. If any restraint contained herein is deemed by a court of
competent jurisdiction to be unreasonable in scope, duration, activities
restricted, or otherwise, the parties hereby authorize and request the court to
modify the restraint to the minimum extent necessary, so as to grant the relief
provided and intended by this Agreement to the maximum extent permitted by law.


 


11.         Remedies. The Parties hereto
agree that the restrictive covenants contained in this Agreement are material
terms of this Agreement, without which CH2M HILL would not have entered
into this Agreement. Therefore, the Parties agree that any material breach of
any such covenant shall discontinue any obligation by CH2M HILL to provide
any further consideration as provided in this Agreement. The parties further
agree that the Executive’s material breach of any covenant contained in this
Agreement would result in substantial damage to CH2M HILL that would be
difficult or impossible to ascertain or quantify. The Executive therefore
agrees that in the event of any breach or threatened breach of the restrictive
covenants, CH2M HILL and/or any of CH2M HILL companies shall 


 


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have the right to enforce the provisions of this Agreement
by any appropriate and effective legal and/or equitable remedy.


 


V.            MISCELLANEOUS
PROVISIONS.


 


1.               Binding Effect.


 


a.               This Agreement
shall be binding upon and inure to the benefit of the Executive, Executive’s
executors, administrators, legal representatives, heirs and legatees and on
CH2M HILL and its subsidiaries, affiliates, agents, employees, officers
and their respective successors and assigns.  CH2M HILL  shall require any Successors and Assigns to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the company would be required to perform it, if no such
succession or assignment had taken place.


 


b.              Neither this
Agreement nor any right or interest hereunder shall be assignable or
transferable by the Executive or the Executive’s beneficiaries or legal
representatives, except by will or by the laws of descent and distribution.


 


2.               Indemnification.
During the Term of this Agreement, the Company agrees to indemnify and hold
harmless, to the full extent permitted by law, all legal fees and expenses
which the Executive may reasonably incur as a result of any action threatened
or filed against the Executive arising from or on account of his employment by
CH2M HILL.  The company shall pay all reasonable legal fees and
related expenses (including the reasonable costs of experts, evidence and
counsel) incurred by the Executive as they become due as a result of such
obligation.


 


3.               Cooperation. 
The Executive shall exercise best efforts to assist the company, if requested
by CH2M HILL to assist it or its counsel or is otherwise subpoenaed or
called as a witness, at trial or otherwise. The company will advance the
Executive the expenses related thereto, but the Executive shall be entitled to
no additional compensation.


 


4.               Notices. Notices and all other communications provided
for in this Agreement shall be in writing and shall be deemed to have been duly
given when personally delivered or sent by overnight delivery service, or by
certified mail, return receipt requested, postage prepaid, addressed to the
respective addresses last given by each Party to the other; provided, that all
notices to CH2M HILL shall be directed to Senior Vice President of HR and
General Counsel. All notices and communications shall be deemed to have been
received on the date of delivery thereof or on the third business day after the
mailing thereof, except that notice of change of address shall be effective
only upon receipt.


 


5.               No Further Benefits. The compensation and benefits provided for
in this Agreement shall be in lieu of any other severance or separation from
service pay to which the Executive may be entitled under any CH2M HILL
severance or termination plans, program, practice or arrangement. The Executive’s
entitlement to any other compensation or benefits shall be determined in
accordance with 


 


11

















 


CH2M HILL employee benefit plans and
other applicable programs, policies and practices then in effect.


 


6.               Legal Review; Sophisticated Parties; No
Changes. The Executive and
CH2M HILL acknowledge that this Agreement sets forth the entire
understanding between them. Neither Party has relied upon any representation or
statement with respect to subject matter hereof, written or oral, not set forth
in this Agreement. This Agreement may not be changed orally, but only by a
specific written agreement signed by the Party against whom enforcement of any
waiver, change, modification, extension, or discharge is sought.


 


This Agreement is deemed to have been drafted
jointly by the Parties and any uncertainty or ambiguity shall not be construed
for or against any party based upon attribution of drafting to any party.


 


The Executive, by signing below, acknowledges
that CH2M HILL has encouraged him to review the legal effect and implications
of this Agreement with an attorney and carefully and thoroughly review the
Agreement prior to signing. This subparagraph constitutes the written
advice to this effect  As a senior executive and a sophisticated
financially savvy party, the Executive acknowledges that he reviewed this
Agreement and understands its terms and conditions. The Executive
executes this Agreement knowingly and voluntarily, without duress of any kind,
and after having given the matter full and careful consideration.


 


7.               Unenforceability. In the event a particular provision of the
Agreement is declared invalid or unenforceable, the remaining provisions of the
Agreement will continue in full force and effect. This Agreement shall be
construed in all respects as if such invalid or unenforceable provisions were
omitted.


 


8.               No Disparagement. 
The Parties agree that they will not, directly or indirectly, individually or
in concert with others, engage in any conduct or make any statement calculated
or likely to have the effect of undermining, disparaging or otherwise
reflecting poorly upon the other (including, in CH2M HILL’s case, its
employees, officers and directors), though each (in the company’s case, through
representatives) may give truthful testimony if properly subpoenaed to testify
under oath.


 


9.               Governing Law; Dispute Resolution and Venue. The Parties agree that this Agreement shall
be construed and enforced in accordance with the laws of the State of Colorado,
without giving effect to any choice or conflict of laws provision or rule that
would cause the application of the domestic substantive laws of any other
jurisdiction. The Parties agree that all disputes with respect to this Agreement
shall be resolved through courts of competent jurisdiction located in the State
of Colorado.


 


10.         Waivers. The waiver by either Party of any right under this Agreement or of
any failure to perform or breach by the other party hereto shall not be deemed
a waiver of any other right hereunder or of any other failure or breach by the
other party whether of the same or a similar nature or otherwise. No waiver
shall be 


 


12

















 


deemed to have occurred unless set forth in a
writing executed by or on behalf of the waiving party. No such written waiver
shall be deemed a continuing waiver unless specifically stated therein, and
each such waiver shall operate only as to the specific term or condition waived
and shall not constitute a waiver of such term or condition for the future or
as to any act other than that specifically waived.


 


No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive and the Company. No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. No
agreement or representation, oral or otherwise, express or implied, with
respect to the subject matter hereof has been made by either party which is not
expressly set forth in this Agreement.


 


11.         Tax Withholdings. All
payments due to the Executive hereunder shall be subject to and net of all
normal and customary tax withholdings that are in effect at the time the
payments are made.


 


IN WITNESS WHEREOF, CH2M HILL has caused
this Agreement to be executed by its duly authorized officer and the Executive
has executed this Agreement as of the day and year first above written.


 


	
  CH2M HILL Companies, Ltd.

  	
  The Executive

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Robert Allen

  	
   

  	
  By:

  	
   /s/ Ralph R. Peterson

  
	
   

  	
   Robert Allen,

  	
   

  	
   Ralph R. Peterson

  
	
   

  	
   Sr. Vice President for Human
  Resources

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   September 17, 2008

  	
   

  	
  Date:

  	
  September 17, 2008

  
	
   

  	
   

  	
   

  
									



 


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EXHIBIT A


 


RELEASE


 


In consideration for the
benefits described in the Transition Arrangements Agreement of September 17,
2008, Ralph R Peterson hereby releases and discharges CH2M HILL Companies, Ltd.
and its affiliated companies and subsidiaries (collectively the “Company”), and
their respective directors, officers, employees, agents, representatives,
benefit plans and administrators, successors and assigns from any and all
claims, obligations, and liabilities, whether known or unknown, at law or in
equity, arising out of the Executive’s employment with the Company and the
termination thereof, except for the compensation and benefits and those matters
reserved from release in the Transition Arrangements Agreement. Except for the
compensation and benefits and those matters reserved from release in the
Transition Arrangement Agreement this Release is to be broadly construed so as
to resolve all other pending or potential disputes including, but without
limiting the generality of the foregoing, any and all claims under the Age
Discrimination in Employment Act, as amended by the Older Workers Benefit
Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the
Americans with Disabilities Act, the Employee Retirement Income Security Act of
1974, the Equal Pay Act, the Family and Medical Leave Act, the discrimination
and wage payment laws of the State of Colorado, and any other statute,
regulation, or ordinance, and any and all claims based upon alleged wrongful or
retaliatory discharge, negligence, intentional infliction of emotional
distress, defamation, invasion of privacy, other torts, harassment, employment
discrimination or breach of contract (express or implied). Notwithstanding the
foregoing, the Executive does not waive any rights the Executive may have to
enforce the terms of the Transition Arrangements Agreement or those matters
reserved from release in said agreement, to benefits available after
termination under any Company-sponsored employee benefit plan, to insurance
protection and/or indemnification for actions taken by the Executive while an
employee, officer and/or director of the Company or to make any claims for
workers’ compensation.


 


The Executive acknowledges and agrees that:


 


(a)           The Executive has read
and understands this Release in its entirety;


 


(b)           The Executive has been advised
in writing to consult with an attorney concerning this Release before signing
it. This subparagraph constitutes such written advice;


 


(c)           Nothing contained in
this Release waives any claim that may arise after the date of its execution;


 


(d)           This Agreement is deemed to have been drafted jointly by the Parties
and any uncertainty or ambiguity shall not be construed for or against any
party based upon attribution of drafting to any party;


 


(f)            As a senior executive and a sophisticated
financially savvy party, the Executive acknowledges that he reviewed this
Agreement and understands its terms and conditions; and


 


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(e)   The Executive executes
this Agreement knowingly and voluntarily, without duress of any kind, and after
having given the matter full and careful consideration.


 


 


	
  The Executive

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Ralph R. Peterson

  	
   

  
	
   

  	
  Ralph R. Peterson

  
	
   

  
	
   

  
	
  Date: 

  	
  September 17, 2008

  	
   

  
	
   

  	
   

  
						



 


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