Exhibit 10.1


 


AECOM
TECHNOLOGY CORPORATION


STANDARD
TERMS AND CONDITIONS FOR

NON-QUALIFIED STOCK OPTIONS


 


These Standard
Terms and Conditions apply to any Options granted on or after August 28,
2008 under the AECOM Technology Corporation 2006 Stock Incentive Plan which are
evidenced by a Term Sheet or an action of the Administrator that specifically
refers to these Standard Terms and Conditions.


 


1.                                      TERMS
OF OPTION


 


AECOM Technology Corporation, a Delaware corporation (the “Company”),
has granted to the Optionee named in the Term Sheet provided to said Optionee
herewith (the “Term Sheet”) a non-qualified stock option (the “Option”) to
purchase up to the number of shares of the Company’s Common Stock, $0.01 par
value per share (the “Common Stock”), set forth in Term Sheet, at the purchase
price per share and upon the other terms and subject to the conditions set
forth in the Term Sheet, these Standard Terms and Conditions (as amended from
time to time), and the Plan specified in the Term Sheet (the “Plan”).  For purposes of these Standard Terms and
Conditions and the Term Sheet, any reference to the Company shall include a
reference to any Subsidiary, as such term is defined in the Plan.


 


2.                                      NON-QUALIFIED
STOCK OPTION


 


The Option is not intended to be an incentive stock Option under Section 422
of the Internal Revenue Code of 1986, as amended (the “Code”) and will be
interpreted accordingly.


 


3.                                      EXERCISE
OF OPTION


 


The Option shall not be exercisable as of the Grant Date set forth in
the Term Sheet.  After the Grant Date, to
the extent not previously exercised, and subject to termination or acceleration
as provided in these Standard Terms and Conditions and the Plan, the Option
shall be exercisable to the extent it becomes vested, as described in the Term
Sheet, to purchase up to that number of shares of Common Stock as set forth in
the Term Sheet provided that (except as set forth in Section 4) Optionee
remains employed with the Company and does not experience a termination of
employment.  The vesting period and/or
exercisability of the Option shall be adjusted by the Administrator to reflect
the effects of any period during which the Optionee is on an approved leave of
absence or is employed on a less than full time basis, provided that no such
adjustment may be made which would result in an accounting charge to the
Company.


 


To exercise the Option (or any part thereof), Optionee shall deliver a “Notice
of Exercise” to the Company specifying the number of whole shares of Common
Stock Optionee wishes to purchase and how Optionee’s shares of Common Stock
should be registered (in Optionee’s name only or in Optionee’s and Optionee’s
spouse’s names as community property, as joint tenants with right of
survivorship, or such other form of 


 


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personal ownership allowed by the Company in the Optionee’s locality or
state of residence).


 


The exercise price (the “Exercise Price”) of the Option is set forth in
the Term Sheet.  The Company shall not be
obligated to issue any shares of Common Stock until Optionee shall have paid
the total Exercise Price for that number of shares of Common Stock.  The Exercise Price may be paid in cash or by
certified or cashiers’ check.  In
addition, the Administrator may permit the Exercise Price to be paid:


 


A.                                   Broker
Assisted: By payment under an arrangement with a broker where payment is made
pursuant to an irrevocable commitment by a broker to deliver in the future all
or part of the proceeds from the sale of the Option shares to the Company.


 


B.                                     Share
Tender: By tendering (either physically or by attestation) shares of Common
Stock owned by the Optionee and having a fair market value on the date of
exercise equal to the Exercise Price but only if such tender will not result in
an accounting charge to the Company.


 


C.                                     Cashless:
By the Company withholding from the shares of Common Stock otherwise issuable
to the Optionee upon the exercise of the Option (or portion thereof) the whole
number of shares (rounded down) having a fair market value on the date of
exercise sufficient to satisfy the Exercise Price.  If the withheld shares are not sufficient to
pay the Exercise Price, the Optionee shall pay to the Company on the date of
exercise any amount of the Exercise Price that is not satisfied by the withholding
of shares of Common Stock described above and if the withheld shares are more
than sufficient to satisfy the Exercise Price the Company shall make such
arrangement as it determines appropriate to credit such amount for the Optionee’s
benefit.


 


D.                                    Combination:
By any combination of the foregoing or in such other form(s) of
consideration as the Administrator (as defined in the Plan) in its discretion
shall specify.


 


Fractional shares may not be exercised. 
Shares of Common Stock will be issued as soon as practical after
exercise.  Notwithstanding the above, the
Company shall not be obligated to deliver any shares of Common Stock during any
period when the Company determines that the exercisability of the Option or the
delivery of shares hereunder would violate any federal, state or other
applicable laws.


 


4.                                      EXPIRATION
OF OPTION


 


Except as provided in this Section 4, the Option shall expire and
cease to be exercisable as of the Expiration Date set forth in the Term
Sheet.  For purposes of the Option, “termination
of employment” means ceasing to serve as a full-time employee of the Company
and its Subsidiaries, except that (i) the Administrator may determine,
subject to the Plan, that an approved leave of absence or approved employment
on a less than full-time basis is not considered a “termination of employment,”
(ii) the Administrator may 


 


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determine that a transition of employment to service with a
partnership, joint venture or corporation not meeting the requirements of a
Subsidiary in which the Company or a Subsidiary is a party is not considered a “termination
of employment,”  and (iii) service
as a member of the Board shall constitute continued employment with respect to the
Option.


 


A.                                   Upon
the date of a termination of employment for any reason other than a termination
of employment by the Company for Cause, (i) any part of the Option that is
unexercisable as of such termination date shall remain unexercisable and shall
terminate as of such date, and (ii) any part of the Option that is
exercisable as of the date of termination shall be exercisable by the Option
(or, in the case of the Optionee’s death, the Optionee’s estate, heir or
beneficiary) at any time during the one (1) year following the date of termination
and shall terminate at the end of such one (1) year period.


 


B.                                     Upon
the date of an Optionee’s termination of employment for Cause, the Option, to
the extent unexercised as of the day prior to the date of such termination,
shall terminate as of the date of termination.


 


Notwithstanding anything herein to the contrary, if at the time that
the Option would otherwise expire pursuant to this Section 4 (other than
in connection with a termination of employment by the Company for Cause), the
Optionee is prohibited from exercising the Option because such an exercise
would, in the opinion of counsel to the Company, violate applicable securities
laws, the period during which the Option may be exercised shall automatically
be extended until the date that is thirty (30) days following the first date on
which the exercise of the Option would no longer violate applicable securities
laws.


 


5.                                      CONDITIONS
AND RESTRICTIONS ON OPTION SHARES


 


The Company may impose such restrictions, conditions or limitations as it
determines appropriate as to the timing and manner of any resales by the
Optionee or other subsequent transfers by the Optionee of any shares of Common
Stock issued as a result of the exercise of the Option, including without
limitation (a) restrictions under an insider trading policy or pursuant to
applicable law, (b) restrictions designed to delay and/or coordinate the
timing and manner of sales by Optionee and holders of other Company equity
compensation arrangements, (c) restrictions in connection with any
underwritten public offering by the Company of the Company’s securities
pursuant to an effective registration statement filed under the Securities Act
of 1933, (d) restrictions as to the use of a specified brokerage firm for
such resales or other transfers, and (e) provisions requiring Shares to be
sold on the open market or to the Company in order to satisfy tax withholding
or other obligations.


 


At no time will the Optionee will have the right to require the Company
to purchase from the Optionee any Shares acquired by the Optionee under the
Option.  Any Shares acquired by the Optionee
under the Option may not be repurchased by the Company for a 


 


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period of six (6) months following the date on which the Optionee
acquired such Shares pursuant to the Option.


 


Upon the Optionee’s termination of employment for any or no reason
(including death or disability) at any time prior to the consummation of an
underwritten public offering by the Company of the Company’s securities
pursuant to an effective registration statement filed under the Securities Act
of 1933, any Shares acquired by such Optionee under the Option shall be subject
to a right (but not an obligation) of repurchase in favor of the Company.  The Company’s right of repurchase with
respect to Shares acquired by the Optionee under the Option shall be
exercisable during the ninety (90) day period immediately following the later
of (i) the date of the Optionee’s termination of employment or (ii) 6
months following the date on which the Optionee acquired such Shares pursuant
to the Option, in each case, by delivery of written notice to the Optionee
(which notice shall set forth a date, within thirty (30) days of the date of
the notice, on which the repurchase is to be effected).  The Company’s right of repurchase with
respect to Shares shall lapse upon the consummation of an underwritten public
offering by the Company of the Company’s securities pursuant to an effective
registration statement filed under the Securities Act of 1933 or upon
expiration of the above referenced ninety (90) day period.  If the Company exercises its right of
repurchase with respect to Shares acquired under the Option it shall pay the Optionee,
at the closing of such repurchase, an amount equal to the fair market value of
the Shares on the notice date.  At the
closing of any repurchase pursuant to this Section 5, the Optionee shall
deliver to the Company stock certificates duly endorsed for transfer, or
accompanied by duly executed stock powers, representing all of the Shares being
sold, free and clear of all claims, liens, or encumbrances from any third
parties together with such other documentation as the Company’s legal counsel
may reasonably require.


 


6.                                      INCOME
TAXES


 


The Optionee will be subject to federal and state income and other tax
withholding requirements on the date (generally, the date of exercise)
determined by applicable law, based on the excess of the fair market value of
the shares of Common Stock underlying the portion of the Option that is
exercised over the Exercise Price.  The
Optionee will be solely responsible for the payment of all U.S. federal income
and other taxes, including any state, local or non-U.S. income or employment
tax obligation that may be related to the exercise of the Option, including any
such taxes that are required to be withheld and paid over to the applicable tax
authorities (the “Tax  Withholding
Obligation”), if any.  The Optionee will
be responsible for the satisfaction of such Tax Withholding Obligation in a
manner acceptable to the Company in its sole discretion.


 


The Company may refuse to issue any shares of Common Stock to the
Optionee until the Optionee satisfies the Tax Withholding Obligation, if any.  The Optionee acknowledges that the Company
has the right to retain without notice from shares issuable upon exercise of
the Option (or any portion thereof) or from salary or other amounts payable to
the Optionee, shares or cash having a value sufficient to satisfy the Tax
Withholding Obligation, if any.


 


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The Optionee is ultimately liable and responsible for all taxes owed by
the Optionee in connection with the Option, regardless of any action the
Company takes or any transaction pursuant to this Section 6 with respect
to any tax withholding obligations that arise in connection with the Option.
The Company makes no representation or undertaking regarding the treatment of
any tax withholding in connection with the grant, issuance, vesting or exercise
of the Option or the subsequent sale of any of the shares of Common Stock
acquired upon exercise of the Option. The Company does not commit and is under
no obligation to structure the Option to reduce or eliminate the Optionee’s tax
liability.


 


7.                                      NON-TRANSFERABILITY
OF OPTION


 


Unless otherwise provided by the Administrator, the Optionee may not
assign or transfer the Option to anyone other than by will or the laws of
descent and distribution and the Option shall be exercisable only by the Optionee
during his or her lifetime.  The Company
may cancel the Optionee’s Option if the Optionee attempts to assign or transfer
it in a manner inconsistent with this Section 7.


 


8.                                      THE
PLAN AND OTHER AGREEMENTS


 


In addition to these Terms and Conditions, the Option shall be subject
to the terms of the Plan, which are incorporated into these Standard Terms and
Conditions by this reference. Capitalized terms not otherwise defined herein
are defined in the Plan.


 


The Term Sheet, these Standard Terms and Conditions and the Plan
constitute the entire understanding between the Optionee and the Company
regarding the Option.  Any prior
agreements, commitments or negotiations concerning the Option are superseded.


 


9.                                      LIMITATION
OF INTEREST IN SHARES SUBJECT TO OPTION


 


Neither the Optionee (individually or as a member of a group) nor any
beneficiary or other person claiming under or through the Optionee shall have
any right, title, interest, or privilege in or to any shares of Common Stock
allocated or reserved for the purpose of the Plan or subject to the Term Sheet
or these Standard Terms and Conditions except as to such shares of Common
Stock, if any, as shall have been issued to such person upon exercise of the
Option or any part of it.  Nothing in the
Plan, in the Term Sheet, these Standard Terms and Conditions or any other
instrument executed pursuant to the Plan shall confer upon the Optionee any
right to continue in the Company’s employ or service nor limit in any way the
Company’s right to terminate the Optionee’s employment at any time for any
reason.


 


10.                                NOTICES


 


All notices, requests, demands and other communications pursuant to
these Standard Terms and Conditions shall be in writing and shall be deemed to
have been duly given if personally delivered, telexed or telecopied to, or, if
mailed, when received by, the other party at the following addresses (or at
such other address as shall be given in writing by either party to the other):


 


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If to the Company to:


 


AECOM Technology Corporation


515 South Flower Street 3rd Floor


Los Angeles, CA 90071-2201


Attention:  Compensation Manager


 


If to the Optionee, to the address set forth below the Optionee’s
signature on the Term Sheet.


 


11.                                GENERAL


 


In the event that any provision of these Standard Terms and Conditions
is declared to be illegal, invalid or otherwise unenforceable by a court of
competent jurisdiction, such provision shall be reformed, if possible, to the
extent necessary to render it legal, valid and enforceable, or otherwise
deleted, and the remainder of these Standard Terms and Conditions shall not be
affected except to the extent necessary to reform or delete such illegal,
invalid or unenforceable provision.


 


The headings preceding the text of the sections hereof are inserted
solely for convenience of reference, and shall not constitute a part of these
Standard Terms and Conditions, nor shall they affect its meaning, construction
or effect.


 


These Standard Terms and Conditions shall inure to the benefit of and be
binding upon the parties hereto and their respective permitted heirs,
beneficiaries, successors and assigns.


 


All questions arising under the Plan or under these Standard Terms and
Conditions shall be decided by the Administrator in its total and absolute
discretion.  In the event the Optionee or
other holder of the Option believes that a decision by the Administrator with
respect to such person was arbitrary or capricious, the Optionee or other
optionholder may request arbitration with respect to such decision in
accordance with the terms of the Plan. 
The review by the arbitrator shall be limited to determining whether the
Administrator’s decision was arbitrary or capricious.  This arbitration shall be the sole and
exclusive review permitted of the Administrator’s decision, and the Optionee
and any other option holder hereby explicitly waive any right to judicial
review.


 


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