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  Exhibit 10.3    
    


        CH2M Hill Companies, Ltd.

Amended and Restated Long Term Incentive Plan  


  
 

  ARTICLE I
  INTRODUCTION    
    


        1.1    Establishment.    CH2M HILL Companies, Ltd., a Delaware corporation hereby
amends and restates the CH2M HILL Companies, Ltd. Long Term Incentive Plan (LTIP) effective January 1, 2011 to award incentive compensation to eligible Participants. This Plan amends,
restates, supersedes and combines the Long Term Incentive Plan dated January 1, 2005, and the Executive Officers Long Term Incentive Plan, previously amended and restated as of May 8,
2008. 


        1.2    Purposes.    The purposes of the Plan are to: 



	•
	Reward a limited group of executives and senior leaders for the creation of value in the organization through the
achievement of financial and/or strategic goals, and 



	•
	Provide financial incentives to Plan Participants to incentivize their contribution to the annual and
long-term financial performance of the Company, thereby increasing shareholder value. 



 
 

  ARTICLE II
  DEFINITIONS    
    


        2.1       Affiliated Company means any corporation, limited liability company, partnership or other business entity or division or
department of an entity, having employees to whom the Plan Sponsor has extended (with the acceptance of such entity), and, if such ownership level is less than 50%, for legitimate business reasons,
the benefits of this Plan, or any successor entities of such an entity, and in which the Plan Sponsor owns directly or indirectly at least 20% of the entity. 


        2.2       Award means a grant of Stock Instruments and/or cash under the Plan. 


        2.3       Board means the Board of Directors of the Company. 



        2.4       CEO means Chief Executive Officer of CH2M HILL Companies, Ltd. 


        2.5       Change of Control For purposes of the Plan, a Change of Control will occur if any one of the following events occurs: 



	(a)
	Any
one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or
group, constitutes more than 50% of the total Fair Value of Company stock. However, if any one person or more than one person acting as a group, owns more than 50% of the total Fair Value of Company
stock, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the Company (or to cause a change in the effective control of the
Company).



	(b)
	There
is a change in the effective control of the Company. A change in the effective control of the Company occurs on the date that
either:



	(i)
	Any
one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most
recent acquisition by such person or persons) ownership of stock of the Company that represents 30% or more of the total voting power of Company stock; or



	(ii)
	a
majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a
majority of the members of the Board prior to the date of the appointment or election. 











 

	(c)
	Any
one person, or more than one person acting as a group, acquires ownership of all or substantially all of the assets of CH2M HILL Companies, Ltd.



	(d)
	The
stockholders of the Company approve a plan of liquidation or dissolution of CH2M HILL Companies, Ltd. and such transaction is consummated. 




For
purposes of this definition "persons acting as a group" shall have the following meaning: Persons will not be considered to be acting as a group solely because they purchased stock of the Company
at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of stock, or similar business transaction with the corporation. If a person, including an
entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with
other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. 


For
the avoidance of doubt, this Section shall be interpreted in accordance with Treasury guidance for the definition of"change in the ownership of a corporation" and "change in the effective control
of a corporation" under Section 409A of the Code. 




        2.6       Code means the Internal Revenue Code of 1986, as amended from time to time. 



        2.7       Committee means a committee established under Article V of the Plan. 


        2.8       Company means the Plan Sponsor. 


        2.9       Competitor means any engineering, program management, or construction company engaged in any activities or business
similar in material respects to CH2M HILL business and/or listed among the top 25 companies on any ENR (Engineering News Record) list of top industry leaders (for the year in question), where the
Company is listed in the top 25 companies on the list. 


        2.10     "Disability" means a disability of the Employee pursuant to which the Employee is entitled to disability benefits from
the long term disability program of the Company or an Affiliated Company. 


        2.11     Employee means an individual who is employed by the Company or an Affiliated Company. 



        2.12     Effective Date means the effective date of the Plan, which is January 1, 2011. 


        2.13     Participant means an Employee designated to be eligible to receive an Award under the Plan as provided in
Article III. 


        2.14     Performance-Based Compensation means compensation under an Award that is intended to satisfy the requirements of
Section 162(m) of the Code for "qualified performance-based compensation" paid to a participant who is deemed a "covered employee" within the meaning of Code § 162(m)(3).
Notwithstanding the foregoing, nothing in the Plan shall be construed to mean that an Award which does not satisfy the requirements for "qualified performance-based compensation" under Code
§ 162(m) does not constitute performance-based compensation for other purposes, including for purposes of Code Section 409A. 


        2.15     Plan or LTIP means the CH2M HILL Companies, Ltd. Long Term Incentive Plan. 


        2.16     Plan Sponsor means CH2M HILL Companies, Ltd. 


        2.17     Program means each three-year LTIP cycle. 


        2.18     Program Period means a period beginning on January 1st of the Program year and completing 36 months
thereafter (ex. January 1, 2009 through December 31, 2011). 


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        2.19     Retirement" means the termination of employment or significant reduction in hours by the Participant on or after age 55,
other than an involuntary termination for cause, if the sum of the Participant's age and years of service equals 65 or more and, in all cases, that constitutes a"separation from service" within the
meaning of Code § 409A. Prior to January 1, 2011, Retirement means the termination of employment or significant reduction in hours by the Participant on or after age 55 that
constitutes a "separation from service" within the meaning of Code § 409A. 



        2.20     Stock Instruments means CH2M HILL stock or stock equivalents granted under the Plan. 


        2.21     Target Award means the target award amount established under the Plan for Participants. 


 
 

  ARTICLE III
  PARTICIPATION    
    


        The Committee, in its sole discretion, shall designate the Employees who may participate in the Plan for any Program Period from among
the Employees of the Company or an Affiliated Company. Participation in the Plan will be on a Program Period by Program Period basis, and participation in a Program Period will not, in and of itself,
entitle an Employee to participate in any other Program Period. 


 
 

  ARTICLE IV
  LTIP AWARDS    
    


        4.1    Target Awards and Performance Goals.    Within 90 days of the beginning of each
Program Period, as required by the Code, the Committee in its sole discretion shall establish the Target Award for each Participant and the performance goals for the Program Period and notify
participants in writing. The performance required to achieve a payout at target (100% of target), as well as the minimum and maximum payouts, will be determined by the Committee. Performance goals for
a Participant who is a "covered employee" within the meaning of Code § 162(m)(3) that are intended to be Performance-Based Compensation must be approved by Company shareholders in
accordance with the procedures set forth in Section 162(m) of the Code. 


        4.2    Award Determination Process.    As soon as practicable after the end of each Program
Period, the Committee shall compare actual performance during the Program Period to the performance goals for the Program Period and determine the payout percentage. The actual payout value of the
Award will be the Target Award adjusted up or down according to the payout percentage, and may be further adjusted based on individual performance as determined by the Committee. All determinations by
the Committee related to attainment of performance goals shall be made in the sole discretion of the Committee, and shall be final and binding on all Participants. Award provisions shall not be
modified or amended if the modification or amendment would cause compensation payable pursuant to such Award to fail to constitute qualified performance-based compensation under Code
§ 162(m). 


        4.3    Maximum Award Payout.    The maximum Award payout for each Participant for any LTIP
Program Period, shall generally not exceed 200% (2 times) of the Target Award as determine by the Committee, but will be within the discretion of the Committee to determine subject to
section 4.4 with respect to compliance with the requirements of Code § 162(m). Notwithstanding the above, the maximum award payout
for each Participant for any Program Period shall not exceed $10,000,000 for that Program Period and may be adjusted to a lesser amount at the discretion of the Committee. 



        4.4    Code § 162(m) Compliance.    The Company
intends that the Awards to Participants who are deemed "covered employees" within the meaning of Code § 162(m)(3) will satisfy the performance-based compensation requirements of
Code § 162(m) so that the Company may deduct any compensation paid under the Plan for federal income tax purposes without limitation. If any provision 


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of
this Plan or any Award would otherwise conflict with such intent, that provision, to the extent possible, shall be interpreted and deemed amended so as to avoid such conflict. 


        4.5    Payouts of LTIP Awards.    The payout of Awards will be made as
soon as practicable after the end of the Program Period when Award payout amounts have been determined and generally within ninety days after the end of the Program Period, but no later than the end
of the calendar year following the end of the Program Period. Except as provided in Article VII, a Participant must be employed by the Company or an Affiliated Company as of the Award payout
date to be eligible for the payout. Payments can be made in the form of 100% cash, 100% Stock Instruments, or any combination thereof as determined by the Committee. To the extent an Award payout
results in a Participant exceeding any ownership limits under the Company's Articles of Incorporation and/or Bylaws, the Award shall be paid out in cash. 


        4.6    Non-Transferability of Awards.    No Award shall be assignable or
transferable. 


        4.7    Restrictions on Transfers of Instruments.    All Stock Instruments transferred to a
Participant in accordance with the Plan will be subject to the terms, conditions, and restrictions on Company Stock set forth in the Company's Articles of Incorporation and Bylaws, as amended from
time to time, including: (i) restrictions that grant the Company the right to repurchase shares upon termination of the shareholder's affiliation with the Company; (ii) restrictions that
grant the Company a right of first refusal if the shareholder wishes to sell shares other than in the Internal Market; and (iii) restrictions that require the approval of the Company for any
other sale of shares. 


        4.8    Withholding Requirement.    All Awards are subject to withholding of all taxes,
government mandated social benefit contributions, or other payments required to be withheld which are applicable to the Participants. If Company stock is awarded, a Participant will receive shares net
of his or her tax withholding obligation if not enough cash is awarded to cover taxes. 


 
 

  ARTICLE V
  PLAN ADMINISTRATION    
    


        5.1    Committee.    The Plan shall be administered by the
Compensation Committee appointed by and serving at the pleasure of the Board. The composition of the Committee shall consist of those members as described in the Charter of the Committee, as may be
amended from time to time (the "Charter"). 


        5.2    Committee Meetings and Actions.    The Committee shall hold meetings and have the
authority to take such action as determined in the Charter. 


        5.3    Powers of Committee.    The Committee shall, in its sole discretion, select the
Participants from among the Employees, select the performance goals for each Program Period, establish Target Awards for Participants for each Program Period, determine the time at which LTIP Awards
are to be paid, determine actual performance against the established performance goals for purposes of Award payout calculations, and establish such other terms under the Plan as the Committee may
deem necessary or desirable and consistent with the terms of the Plan. The Committee shall have the full and exclusive right to grant and determine terms and conditions of all Awards granted under the
Plan. The Committee shall determine the form of notice that shall evidence the particular provisions, terms, and conditions. The Committee may from time to time adopt such rules and regulations for
carrying out the purposes of the Plan, as it may deem proper and in the best interests of the Company. 



        The
Committee may from time to time delegate its responsibilities as it determines is necessary, in its sole discretion. The Committee may correct any defect, supply any omission, and
reconcile any inconsistency in the Plan. No member of the Committee shall be liable for any action or determination made in good faith. The determinations, interpretations and other actions of the
Committee pursuant to the provisions of the Plan shall be binding and conclusive for all purposes and on all persons. The 


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Committee
has delegated to the executive leadership team (currently referred to as the Joint Council) the ability to select those Employees (other than the members of the executive leadership team
and/or Section 16 officers under the securities laws) who shall participate in the Plan from time to time and establish their Target Awards. The executive leadership team shall inform the
Committee of any such decisions at the next regularly scheduled Committee meeting. The Committee shall approve participation and Target Awards for executive leadership team and/or Section 16
officers under the securities laws. 


        5.4    Interpretation of Plan.    The determination of the Committee as to any disputed
question arising under the Plan, including questions of construction and interpretation, shall be final, binding and conclusive upon all persons, including the Company, its shareholders, and all
persons having any interest in Stock Instruments which may be or have been granted pursuant to the Plan. 


        5.5    Limitation of Liability and Indemnification.    



	a.
	No
member of the Committee shall be liable for any action or determination made in good faith.



	b.
	Each
person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Plan Sponsor against and from
any loss, cost, liability or expense that may be imposed upon or reasonably incurred in connection with or resulting from any claim, action, suit or proceeding to which such person may be a party or
in which such person may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid in settlement thereof, with the Company's approval, or
paid in satisfaction of a judgment in any such action, suit or proceeding against him, provided such person shall give the Company an opportunity, at its own expense, to handle and defend the same
before undertaking to handle and defend it on such person's own behalf. 



 
 

  ARTICLE VI
  CHANGE IN CONTROL    
    


        All outstanding LTIP Awards shall become immediately payable in full at target and in cash upon the occurrence of a Change in Control
event. 


 
 

  ARTICLE VII
  TERMINATION OF AFFILIATION    
    


        7.1    Retirement.    If a Participant qualifies for Retirement while participating in any
Program Period, and provided the Participant does not, subsequent to such Retirement, affiliate with a Competitor (directly or indirectly as an employee, consultant, director, officer, or shareholder
of more than 5% of equity), the Participant shall be entitled to the payouts of all outstanding Awards. Notwithstanding the foregoing, the payouts will be prorated based on the number of full months
that the Participant actually worked as a full-time or part-time employee for the Company or an Affiliated Company during the Program Period(s), and will be based on the extent
to which the
performance goals for the Program Period(s) have been satisfied. The payout(s) will be made at the time each outstanding Award payout is due for each Program Period. 


        7.2    Death.    If a Participant dies while employed by the Company or an Affiliated Company,
payouts of all his/her outstanding Awards will be made to the personal representative of the Participant's estate or the designated beneficiary or other person or persons who shall have acquired
entitlement to earned benefits under the Plan by bequest or inheritance (hereafter, "Beneficiary") as provided in Section 4.5 of the Plan. Payouts will be prorated based on the number of months
that the Participant actually worked as a full-time or part-time employee for the Company or an Affiliated 


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Company
during the Program Period(s), and will be based on the extent to which the performance goals for the Program Period(s) have been satisfied. The payout(s) will be made at the time each
outstanding Award payout is due for each Program Period. The Committee's determination with respect to payout amounts based on the above criteria shall be final and binding on the Beneficiary. 


        7.3    Disability.    Upon the Participant's separation from service, within the meaning of
Code § 409A, from the Company or an Affiliated Company by reason of Disability, payouts of all his/her outstanding Awards will be made to the Participant as provided in
Section 4.5 of the Plan. Such payout(s) will be prorated based on the number of months that the Participant actually worked as a full-time or part-time employee for the
Company or an Affiliated Company during the Program Period(s), and will be based on the extent to which the performance goals for the Program Period(s) have been satisfied. The payout(s) will be made
at the time each outstanding Award payout is due for each Program. The Committee's determination with respect to payout amounts based on the above criteria shall be final and binding on the
Participant. 


        7.4    Other Termination.    Upon the Participant's voluntary or involuntary separation from
service, within the meaning of Code § 409A, from the Company or an Affiliated Company (except as otherwise provided in Article VI or in sections 7.1, 7.2 and 7.3), all
rights a Participant has under any outstanding and not yet paid Awards shall terminate. 


 
 

  ARTICLE VIII
  REQUIREMENTS OF LAW    
    


        8.1    Requirements of Law.    All Awards pursuant to the Plan shall
be subject to all applicable laws, rules and regulations. 


        8.2    Governing Law.    The Plan and all agreements under the Plan
shall be construed in accordance with and governed by the laws of the State of Delaware, United States of America. 


 
 

  ARTICLE IX
  AMENDMENT, MODIFICATION AND TERMINATION    
    


        The Board may amend or modify any provision of the Plan at any time. The Board may suspend the granting of Awards under the Plan or
terminate the Plan at any time. 


        The
Board may determine that any Awards granted under the Plan shall be subject to additional and/or modified terms and conditions, and the terms of the Award shall be adjusted
accordingly, as may be necessary to comply with or take account of any securities, exchange control, or taxation laws, regulations or practice of any territory which may have application to the
relevant Participant. 


 
 

  ARTICLE X
  MISCELLANEOUS    
    



        10.1    Gender and Number.    Except when otherwise indicated by the context, the masculine
gender shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural. 


        10.2    No Right to Continued Employment.    Nothing contained in the Plan or in any Award
granted under the Plan shall confer upon any Participant any right with respect to the continuation of the Participant's employment by, or consulting relationship with, the Company or an Affiliated
Company, or interfere in any way with the right of the Company or Affiliated Companies, subject to the terms of any separate employment agreement or other contract to the contrary, at any time to
terminate such services or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an award. Any Participant who leaves the employment of the
Company or an Affiliated Company shall not be entitled to any compensation for any loss of any right or any benefit or prospective right or benefit under this Plan which the Participant might
otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise. 


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Exhibit 10.3


ARTICLE I INTRODUCTION

ARTICLE II DEFINITIONS


ARTICLE III PARTICIPATION

ARTICLE IV LTIP AWARDS

ARTICLE V PLAN ADMINISTRATION

ARTICLE VI CHANGE IN CONTROL

ARTICLE VII TERMINATION OF AFFILIATION

ARTICLE VIII REQUIREMENTS OF LAW

ARTICLE IX AMENDMENT, MODIFICATION AND TERMINATION

ARTICLE X MISCELLANEOUS