Exhibit 4.3


 


AECOM
TECHNOLOGY CORPORATION EMPLOYEE STOCK PURCHASE PLAN


 


1.     TITLE OF PLAN


 


        The
title of this plan is the AECOM Technology Corporation Employee Stock Purchase
Plan, hereinafter referred to as the “Plan.”


 


2.     PURPOSE


 


        The
Plan is intended to encourage ownership of Common Stock of the Company by all
Eligible Employees and to provide incentives for them to exert maximum efforts
for the success of the Company. By extending to Eligible Employees the
opportunity to acquire proprietary interests in the Company and to participate
in its success, the Plan may be expected to benefit the Company and its
shareholders by making it possible for the Company to attract and retain
qualified employees. The Plan is intended to qualify as an employee stock
purchase plan under Section 423 of the Internal Revenue Code of 1986 (the “Code”).


 


3.     DEFINITIONS


 


        As
used in this Plan:


 


(a) “Board” means
the Board of Directors of the Company.


 


(b) “Committee”
means the Compensation & Organization Committee of the Board.


 


(c) “Common Stock”
means the common stock, $.01 par value per share, of the Company.


 


(d) “Company” means
AECOM Technology Corporation.


 


(e) “Compensation”
means the base salary or base wages, plus all overtime pay received from the
Company and/or Subsidiaries (but excluding all bonus compensation).


 


(f) “Eligible
Employee” means an Employee eligible to participate in the Plan under the terms
of Section 6.


 


(g) “Employee” means
an employee of the Company or a Subsidiary, provided that an interim or
temporary employee shall not be considered an Employee unless he or she has
performed two years of service with the Company or a Subsidiary. An individual
who has been classified by the Company or a Subsidiary as an independent contractor
shall not qualify as an “Employee” for purposes of the Plan, unless a court or
governmental agency determines that the individual is an “Employee” for
purposes of Treas. Reg. § 1.421-1(h).


 


(h) “Offering Period”
means a period during which contributions may be made toward the purchase of
Common Stock under the Plan, as determined pursuant to Section 6.


 

















 


(i) “Participant”
means an Eligible Employee that elects to participate in the Plan, as described
in Section 6.


 


(j) “Plan
Administrator” means the Committee and the individual or individuals appointed
by the Committee under Section 5(a).


 


(k) “Subsidiary”
means any corporation in which the Company controls, directly or indirectly,
fifty percent (50%) or more of the combined voting power of all classes of
stock and which has been designated by the Committee as a corporation whose
employees may participate in this Plan.


 


4.     STOCK SUBJECT TO THE
PLAN


 


        Subject
to adjustment from time to time as provided in Section 8, the total number
of shares of Common Stock which may be issued under the Plan is 8,000,000,
which may be unissued shares, treasury shares or shares bought on the market.


 


5.     ADMINISTRATION


 


(a) The Plan shall
be administered by the Committee. The Committee may delegate administrative
matters relating to the Plan (for the avoidance of doubt, including its
authority under Section 5(b)(i) of this Plan, but excluding its
authority under Section 5(b)(ii) of this Plan), to such of the
Company’s officers or employees as the Compensation Committee so determines.


 


(b) The Plan
Administrator shall have the plenary power, subject to and within the limits of
the express provisions of the Plan:


 


(i) to construe and
interpret the Plan and to establish, amend, and revoke rules and
regulations for its administration, including determining all questions of
policy and expediency that may arise, and correcting any defect, supplying any
omission, reconciling any inconsistency and interpreting or resolving any
ambiguity in the Plan or in any instrument associated with the Plan in a manner
and to the extent it shall deem necessary or appropriate to operation of the
Plan; and


 


(ii) to the extent
not provided in this Plan, to establish the terms under which Common Stock may
be purchased, including but not limited to: the purchase price of Common Stock,
the commencement date of an Offering Period, the duration of an Offering
Period, the number of Offering Periods per year, the minimum and maximum amount
of contributions allowable per Participant in an Offering Period, and the
number of shares purchasable in an Offering Period.


 


(c) The Plan
Administrator may adopt rules or procedures relating to the operation and
administration of the Plan to accommodate the specific requirements of local
laws and procedures. Without limiting the generality of the foregoing, the Plan
Administrator is specifically authorized to adopt rules and procedures
regarding handling of payroll deductions or other contributions by
Participants, payment of interest, conversion of local 


 

















 


currency, data privacy
security, payroll tax, withholding procedures and handling of stock
certificates which vary with local requirements; however, if such varying
provisions are not in accordance with the provisions of Section 423(b) of
the Code, including but not limited to the requirement of Section 423(b)(5) of
the Code that all options granted under the Plan shall have the same rights and
privileges unless otherwise provided under the Code and the regulations
promulgated thereunder, then the individuals affected by such varying
provisions shall be deemed to be participating under a sub-plan and not in the
Plan.


 


(d) The Plan
Administrator may adopt sub-plans applicable to particular Subsidiaries or
locations, which sub-plans may be designed to be outside the scope of Section 423
of the Code and shall be deemed to be outside the scope of Section 423 of
the Code unless the terms of the sub-plan provide to the contrary. The rules of
such sub-plans may take precedence over other provisions of this Plan, with the
exception of Section 4, but unless otherwise superseded by the terms of
such sub-plan, the provisions of this Plan shall govern the operation of such
sub-plan. The Plan Administrator shall not be required to obtain the approval
of stockholders prior to the adoption, amendment or termination of any sub-plan
unless required by the laws of the foreign jurisdiction in which Eligible
Employees participating in the sub-plan are located.


 


6.     ELIGIBILITY AND
PARTICIPATION


 


        The
persons eligible to participate in the Plan (Eligible Employees) shall consist
of all Employees of the Company and/or a Subsidiary who work at least
20 hours a week and are eighteen (18) years of age or older.
Contract, temporary, part-time variable and intern staff are not eligible to
participant in the plan.


 


        Unless
and until the Plan Administrator determines otherwise, there will be two (2) six-month
Offering Periods each calendar year, one commencing on the first trading day of
July and ending on the last trading day of the next following December,
and the other commencing on the first trading day of January and ending on
the last trading day of the next following June. In order to participate in the
Plan for a particular Offering Period, an Eligible Employee must complete the
required enrollment forms and file such forms with the Plan Administrator or
its designee no later than the due date prescribed by the Plan Administrator.
The enrollment forms will include a payroll deduction authorization directing
the Company to make payroll deductions from the Participant’s Compensation,
designated in whole percentages, at a rate of not less than one percent (1%) of
such Compensation and not to exceed ten percent (10%) of such Compensation per
pay period unless and until, in each case, the Plan Administrator determines
otherwise, for purposes of acquiring Common Stock under the Plan. A Participant
may discontinue his or her participation in the Plan as provided in Section 7(d),
or may decrease (but not increase) the rate of his or her payroll deductions
during the Offering Period by completing or filing with the Company a new
enrollment form authorizing a change in payroll deduction rate. The Plan
Administrator may, in its discretion, limit the number of deduction rate changes
during any Offering Period. The change in rate shall be effective with the
first full payroll period following five (5) business days after the
Company’s receipt of the new deduction authorization form unless the Company
elects to process a given change in participation more quickly. Unless the 


 

















 


Plan Administrator provides otherwise, a Participant’s
deduction authorization will continue in effect from Offering Period to
Offering Period, unless the Participant ceases participation in the Plan or elects
a different rate by filing the appropriate form with the Plan Administrator on
the due date designated by the Plan Administrator prior to the first day of the
Offering Period for which the new rate is to become effective. Payroll
deductions, however, will automatically cease upon termination of the
Participant’s right to purchase Common Stock under this Plan.


 


        Each
Participant will receive statements, at least annually, which set forth the
following:


 


(a) the amount of
the Participant’s contributions to the Plan,


 


(b) the amount of
the contributions applied to the purchase of Common Stock, and


 


(c) the purchase
price per share at which Common Stock was purchased and the number of shares so
purchased.


 


7.     TERMS AND CONDITIONS


 


        An
Eligible Employee who participates in this Plan for a particular Offering
Period will have the right to acquire Common Stock upon the terms and
conditions set forth in this Plan, and must enter into an agreement (which may
be the payroll deduction authorization) with the Company setting forth such
terms and conditions and such other provisions, not inconsistent with the Plan,
as the Plan Administrator may deem advisable.


 


(a) PURCHASE
PRICE.    Unless and until the Plan Administrator
determines otherwise, the purchase price per share for an Offering Period will
be eighty-eight percent (88%) of the fair market value of the Common Stock on
the last day of the Offering Period. In no event shall the purchase price be
less than the lesser of (i) eighty-five percent (85%) of the fair market
value of the Common Stock on the date the Offering Period commences or (ii) eighty-five
percent (85%) of the fair market value of the Common Stock on the last day of
the Offering Period. The fair market value of a share of Common Stock on any
relevant date shall be the closing price of the Common Stock on the New York
Stock Exchange on the date in question (or if there shall be no trading on such
date, then on the first previous date on which there is trading).


 


(b) NUMBER OF
SHARES.    The number of shares purchasable per Participant
per Offering Period will be the number of shares obtained by dividing the
amount collected from the Participant through payroll deductions during that
Offering Period by the purchase price in effect for such Offering Period.
Subject to Section 7(k), unless and until the Plan Administrator
determines otherwise, the maximum number of shares that may be purchased by an
Eligible Employee with respect to an Offering Period is 4,000 shares.


 


(c) PAYROLL DEDUCTIONS.    The
amounts collected from a Participant through payroll deductions will be
credited to the Participant’s individual account maintained on the Company’s
books, but no separate account will actually be established to hold such 


 

















 


amounts. Interest will
not be credited or paid on any amounts held for, credited or recorded, refunded
or otherwise paid over to, for or on behalf of a Participant. The amounts
collected from each Participant may be commingled with the general assets of
the Company and may be used for any corporate purpose.


 


(d) TERMINATION OF
PURCHASE RIGHTS.    A Participant may, through notification
to the Plan Administrator or its designee by the due date specified by the Plan
Administrator prior to the close of the Offering Period, terminate his or her
outstanding purchase right and receive a refund of the amounts deducted from
his or her earnings under the terminated right. The Participant will not be
eligible to rejoin the Offering Period following the termination of the
purchase right and will have to re-enroll in the Plan in accordance with the
requirements outlined in Section 6 should he or she wish to resume
participation in a subsequent Offering Period.


 


(e) TERMINATION OF
EMPLOYMENT.    If a Participant ceases to be an Employee for
any reason during an Offering Period, his or her outstanding purchase right
will immediately terminate and all sums previously collected from the
Participant under the terminated right will be refunded.


 


(f) EXERCISE.    Each
outstanding purchase right will be exercised automatically as of the last day
of the Offering Period. The exercise of the purchase right is to be effected by
applying the amount credited to each Participant’s account on the last day of
the Offering Period to the purchase of shares of Common Stock at the purchase
price in effect for the Offering Period. No purchase rights granted under the
Plan may be exercised to any extent unless the shares of Common Stock to be
issued upon such exercise under the Plan are covered by an effective registration
statement pursuant to the Securities Act and the Plan is believed by the Plan
Administrator to be in material compliance with all applicable federal, state,
foreign, and other securities and other laws applicable to the Plan. If, on the
purchase date during any Offering Period hereunder the shares of Common Stock
are not so registered or the Plan is not in such compliance, no purchase rights
granted under the Plan or any Offering Period shall be exercisable on such
purchase date. If, on the purchase date under any Offering Period hereunder,
the shares of Common Stock are not registered and the Plan is not in such
compliance, purchase rights granted under the Plan which are not in compliance
shall not be exercisable and all payroll deductions and/or other contributions
accumulated during the Offering Period shall be refunded to the Participants,
unless the Plan Administrator determines to extend the Offering Period. The
provisions of this Section 7(f) shall comply with the requirements of
Section 423(b)(5) of the Code to the extent applicable.


 


(g) PRORATION OF
PURCHASE RIGHT.    Should the total number of shares of
Common Stock for which the outstanding purchase rights are to be exercised on
any particular date exceed the number of shares then available for issuance
under the Plan, the available shares will be allocated pro-rata on a uniform
and non-discriminatory basis, and any amounts credited to the accounts of
Participants will, to the extent not applied to the purchase of Common Stock,
be promptly refunded.


 

















 


(h) RIGHTS AS
STOCKHOLDER.    A Participant will have no rights as a
stockholder with respect to shares subject to any purchase right held by such
individual under the Plan until that right is exercised and Common Stock is
credited to the Participant’s account. No adjustments will be made for any
dividends or distributions for which the record date is prior to such date.


 


(i) RECEIPT OF
STOCK.    As soon as practicable after the end of the
Offering Period, the Participant will be entitled to receive either a stock
certificate for the number of purchased shares or confirmation from a broker
designated by the Company that the Participant’s account at the broker has been
credited with the number of purchased shares.


 


(j) ASSIGNABILITY.    No
purchase right granted to a Participant will be assignable or transferable and
a purchase right will be exercisable only by the Participant.


 


(k) LIMITATIONS.    Payroll
deductions for purchase rights during a calendar year shall cease when such
deductions for a Participant exceed $25,000 (or such other maximum as may be
prescribed from time to time by the Code) in accordance with the provisions of Section 423(b)(8) of
the Code. No Participant shall be granted a right to purchase Common Stock
under this plan:


 


(i) if such
Participant, immediately after his or her election to purchase the Common
Stock, would own stock possessing more than five percent of the total combined
voting power or value of all classes of stock of the Company or its parent or
subsidiary, computed in accordance with Section 423(b)(3) of the
Code; or


 


(ii) if under the
terms of the Plan the rights of the Participant to purchase stock under this
and all other qualified employee stock purchase plans of the Company would
accrue at a rate which exceeds $25,000 of fair market value of the Common Stock
(determined at the time such right is granted) for each calendar year for which
such right is outstanding at any time.


 


(l) NO RIGHT TO
CONTINUED EMPLOYMENT.    Nothing in this Plan or in any
purchase right under the Plan shall confer on any Employee any right to
continue in the employment of the Company or any of its Subsidiaries or to
interfere in any way with the right of the Company or any of its Subsidiaries
to terminate his or her employment at any time.


 


8.     ADJUSTMENT IN NUMBER
OF SHARES AND IN PURCHASE PRICE


 


        In the
event there is any change in the shares of the Company through the declaration
of stock dividends or a stock split-up, or through recapitalization resulting
in share split-ups, or combinations or exchanges of shares, or otherwise, the
Committee shall make appropriate adjustments in the number of shares available
for purchase under the Plan, as well as the shares 


 

















 


subject to purchase rights and purchase price thereof,
and shall take any further actions which, in the exercise of its discretion,
may be necessary or appropriate under the circumstances, and its determination
shall be final, binding and conclusive.


 


9.     AMENDMENT OF THE PLAN.


 


        The
Committee at any time, and from time to time, may amend the Plan, provided,
that no amendment will be made without shareholder approval, where such
approval is required under Section 423 of the Code or other applicable
laws or regulations, including the rules and regulations of any applicable
securities exchange.


 


        The
rights and obligations with respect to purchase rights at any time outstanding
under the Plan may not be altered or impaired by any amendment of the Plan,
except (i) with the consent of the person to whom such purchase rights
were granted, (ii) as necessary to comply with any laws or regulations, or
(iii) as necessary to ensure that the Plan and/or purchase rights granted
under the Plan comply with the requirements of Section 423 of the Code.


 


10.   TERMINATION OR SUSPENSION OF PLAN


 


        The
Committee may at any time suspend or terminate the Plan, but no such action may
adversely affect the Participants’ rights and obligations with respect to
purchase rights which are at the time outstanding under the Plan, except (i) with
the consent of the person to whom such purchase rights were granted, (ii) as
necessary to comply with any laws or regulations, or (iii) as necessary to
ensure that the Plan and/or purchase rights granted under the Plan comply with
the requirements of Section 423 of the Code. No Offering Period may
commence while the Plan is suspended or after it is terminated.


 


11.   GOVERNING LAW


 


        To the
extent not preempted by federal law, the Plan shall be governed by and
construed in accordance with the laws of the State of Delaware.


 


12.   EFFECTIVE DATE


 


        This
Plan was adopted by the Board on December 3, 2009, subject to approval by
the Company’s stockholders in accordance with Section 423 of the Code.