Exhibit 10.3


 


AECOM
TECHNOLOGY CORPORATION


STANDARD
TERMS AND CONDITIONS FOR


PERFORMANCE
EARNINGS PROGRAM


 


These Standard
Terms and Conditions apply to any Award of Performance Earnings Program (“PEP”)
units granted to an employee of the Company on or after August 27, 2008
under AECOM Technology Corporation 2006 Stock Incentive Plan and its amendments
(the “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 PEP UNITS


 


AECOM Technology Corporation, a Delaware corporation (the “Company”),
has granted to the Participant named in the Term Sheet (including Attachment A
thereto) provided to said Participant herewith (the “Term Sheet”) an opportunity
to earn a target number of PEP units (the “Award”) specified in the Term
Sheet.  Each PEP unit represents the
right to receive one share of the Company’s Common Stock, $0.01 par value per
share (the “Common Stock”), upon the terms and subject to the conditions set forth
in the Term Sheet, these Standard Terms and Conditions, and the Plan, each as
amended from time to time.  For purposes
of these Standard Terms and Conditions and the Term Sheet, any reference to the
Company shall, unless the context requires otherwise, include a reference to
any Subsidiary, as such term is defined in the Plan.


 


2.             EARNOUT OF PEP UNITS


 


The number of PEP units earned under the Award shall be determined
according to the Performance Objectives and Performance Earnout Schedule
specified in the Term Sheet.


 


3.             VESTING OF PEP UNITS


 


The Award shall not be vested as of the Grant Date set forth in the
Term Sheet and shall be forfeitable unless and until otherwise vested pursuant
to the terms of the Term Sheet and these Standard Terms and Conditions.  After the Grant Date, subject to termination
or acceleration as provided in these Standard Terms and Conditions and the
Plan, the Award shall become vested as described in the Term Sheet with respect
to the number of PEP units earned as set forth in the Term Sheet; provided that
(except as set forth in Section 5 below) the Participant does not
experience a termination of employment (as defined in the Plan).  Each date on which PEP units subject to the
Award vest is referred to herein as a “Vesting Date.”  Notwithstanding anything herein or in the
Term Sheet to the contrary, if a Vesting Date is not a business day, the
applicable portion of the Award shall vest on the prior business day.  PEP units granted under the Award that have
vested and are no longer subject to forfeiture are referred to herein as “Vested
Units.”  PEP units granted under the
Award that are not vested and remain subject to forfeiture are referred to
herein as “Unvested Units.”  The vesting
period of the Award may be adjusted by the Administrator to reflect the
decreased level of employment during any period in which the Participant is on
an approved leave of absence or is employed on a less than full time 


 


1

















 


basis, provided that the Administrator may take into consideration any
accounting consequences to the Company in making any such adjustment.


 


4.             SETTLEMENT OF PEP UNITS


 


A.                                  Subject
to any deferral pursuant to paragraph (B) of this Section 4, each earned
Vested Unit will be settled by the delivery of one share of Common Stock
(subject to adjustment under Section 12 of the Plan) to the Participant
or, in the event of the Participant’s death, to the Participant’s estate, heir
or beneficiary, during the month following the applicable Vesting Date;
provided that the Participant has satisfied all of the tax withholding
obligations described in Section 8 below, and that the Participant has
completed, signed and returned any documents and taken any additional action
that the Company deems appropriate to enable it to accomplish the delivery of
the shares of Common Stock.


 


B.                                    Subject
to the satisfaction all of the tax withholding obligations described in Section 8
below, the Administrator may permit the Participant to irrevocably elect to
defer the receipt of any Shares issuable pursuant to earned Vested Units by
submitting to the Company an election to defer receipt in the forms provided by
the Administrator.  To the extent
permitted by the Administrator, in the event the Participant intends to defer
the receipt of any Shares, the Participant must submit to the Company a
proposed deferral election form by [DATE]. The Participant hereby represents
that he or she understands the effect of any such deferral under relevant
federal, state and local tax laws.


 


C.                                    If
the Participant makes a deferred election pursuant to paragraph (B) of
this Section 4, the Participant’s Award will be settled by the crediting
of one deferred Restricted Stock Unit for each earned Vested Unit.  Each deferred Restricted Stock Unit will
represent one notional share of Common Stock, and will be settled by issuance
of one Share for each deferred Restricted Stock Unit (subject to adjustment
under Section 12 of the Plan).  The
terms of the deferral must be specified as part of the advanced irrevocable
election, but in no event will provide for the settlement of deferred Restricted
Stock Units earlier than the date of distribution that the employee elected.


 


D.                                   The
date upon which shares of Common Stock are to be issued under either paragraph (A) or
(B) of this Section 4 is referred to as the “Settlement Date.”  The issuance of the shares of Common Stock hereunder
may be affected by the issuance of a stock certificate, recording shares on the
stock records of the Company or by crediting shares in an account established
on the Participant’s behalf with a brokerage firm or other custodian, in each
case as determined by the Company. 
Fractional shares will not be issued pursuant to the Award.


 


Notwithstanding the above, (i) for administrative or other
reasons, the Company may from time to time temporarily suspend the issuance of
shares of Common Stock in respect of earned Vested Units (or deferred
Restricted Stock Units), (ii) the Company shall not be obligated to
deliver any shares of the Common Stock during any period when 


 


2

















 


the Company determines that the delivery of shares hereunder would
violate any federal, state or other applicable laws, (iii) the Company may
issue shares of Common Stock hereunder subject to any restrictive legends that,
as determined by the Company’s counsel, are necessary to comply with securities
or other regulatory requirements, (iv) the date on which shares are issued
hereunder may include a delay in order to provide the Company such time as it
determines appropriate to address tax withholding and other administrative
matters, and (v) shares shall not be issued or issuable pursuant to this
provision to the extent of any deferral pursuant to a deferred compensation
program that the Company has made available for purposes of allowing deferral
of such shares.


 


5.             RIGHTS AS STOCKHOLDER


 


Prior to any issuance of shares of Common Stock in settlement of the
Award, no shares of Common Stock will be reserved or earmarked for the
Participant or the Participant’s account nor shall the Participant have any of
the rights of a stockholder with respect to such shares. The Participant will
not be entitled to any privileges of ownership of the shares of Common Stock
(including, without limitation, any voting or dividend rights) underlying
Vested Units and/or Unvested Units unless and until shares of Common Stock are
actually delivered to the Participant hereunder.


 


6.             TERMINATION OF EMPLOYMENT


 


Upon the date of the Participant’s termination of employment (as
defined in the Plan) for any reason, except as provided in this Section 6,
all Unvested Units shall be forfeited by the Participant and cancelled and
surrendered to the Company without payment of any consideration to the Participant.


 


A.                                  Upon
the date of a termination of the Participant’s employment as a result of the
death of the Participant, the Award will vest on a pro-rata basis and the
Vested Units will be paid to the Participant’s estate, heir or beneficiary. The
pro-rata basis will be a percentage where the denominator is the number of
months in the Performance Cycle and the numerator is the number of whole months
from beginning date of the Performance Cycle through the date of termination.  Any unearned or Unvested Units shall be
forfeited by the Participant’s estate, heir or beneficiary and cancelled and
surrendered to the Company without payment of any consideration to the
Participant’s estate, heir or beneficiary.


 


B.                                    Upon
termination of employment as a result of the Total and Permanent Disablement of
any Participant, the Award will vest on a pro-rata basis. The pro-rata basis
will be a percentage where the denominator is the number of months in the
Performance Cycle and the numerator is the number of whole months from beginning
date of the Performance Cycle through the date of termination. Any unearned or
Unvested Units shall be forfeited by the Participant and cancelled and
surrendered to the Company without payment of any consideration to the
Participant.


 


3

















 


C.                                   Upon
termination of employment as a result of the Retirement of a Participant, the
Award may vest on a pro-rata basis. In order to receive prorated vesting, the
Participant: (1) must be a solid performer and meet or exceed expectations
with respect to the individual performance, etc. (in each case, as determined
by the Administrator or any officer of the Company to whom the Administrator’s
authority has been delegated) and (2) execute a general release of all
claims and abide by a non-solicitation and/or non-competition agreement in a
form provided by the Administrator at the time of termination.  The pro-rata basis will be a percentage where
the denominator is the number of months in the Performance Cycle and the numerator
is the number of whole months from beginning date of the Performance Cycle
through the date of termination. Distributions may be the lesser of actual
performance or 100% of the pro-rated PEP units.  Any unearned or Unvested Units shall be
forfeited by the Participant and cancelled and surrendered to the Company
without payment of any consideration to the Participant.  For purposes of the Award and these Standard
Terms and Conditions, the term “Retirement” means retirement from active
employment with the Company and its Subsidiaries (i) at or after age 60
and with the approval of the Administrator or (ii) at or after age
65.  The determination of the
Administrator as to an individual’s Retirement shall be conclusive on all
parties.


 


D.                                  Upon
termination of a Participant’s employment for Cause, all Vested Units and
Unvested Units shall be forfeited by the Participant and cancelled and
surrendered to the Company without payment of any consideration to the
Participant.


 


7.             CONDITIONS AND RESTRICTIONS ON 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
Participant or other subsequent transfers by the Participant of any shares of
Common Stock issued in respect of Vested Units, 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 Participant 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 Participant have the right to require the Company
to purchase from the Participant any Shares acquired by the Participant under the
Award.  Any Shares acquired by such Participant
under the Award may not be repurchased by the Company for a period of six (6) months
following the date on which the Participant acquired such Shares pursuant the
Award.


 


4

















 


8.             INCOME TAXES


 


The Participant will be subject to federal and state income and other
tax withholding requirements on a date (generally, the Settlement Date)
determined by applicable law (any such date, the “Taxable Date”), based on the
fair market value of the shares of Common Stock underlying the units that are
vested and earned.  The Participant 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 Vested Units, including any such taxes
that are required to be withheld and paid to the applicable tax authorities
(the “Tax Withholding Obligation”).  The
Participant will be responsible for the satisfaction of such Tax Withholding
Obligation in a manner acceptable to the Company in its sole discretion.


 


By accepting the Award the Participant agrees that,
unless and to the extent the Participant has otherwise satisfied the Tax
Withholding Obligations in a manner permitted or required by the Administrator
pursuant to the Plan, the Company is authorized to withhold from the shares of
Common Stock issuable to the Participant in respect of Vested Units the whole
number of shares (rounded down) having a value (as determined by the Company
consistent with any applicable tax requirements) on the Taxable Date or the
first trading day before the Taxable Date sufficient to satisfy the applicable
Tax Withholding Obligation.  If the
withheld shares are not sufficient to satisfy the Participant’s Tax Withholding
Obligation, the Participant agrees to pay to the Company as soon as practicable
any amount of the Tax Withholding Obligation 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 Participant’s Tax Withholding
Obligation the Company shall make such arrangement as it determines appropriate
to credit such amount for the Participant’s benefit.


 


Other than with respect to any Tax Withholding Obligation that arises on
a date other than a Settlement Date with respect to Vested Units that are
subject to a deferred election under paragraph (B) of Section 4, at any
time not less than five (5) business days before any Tax Withholding Obligation
arises (e.g., a Settlement Date), the Participant may elect to satisfy all or
any part of the Participant’s Tax Withholding Obligation by delivering to the
Company an amount that the Company determines is sufficient (in light of the
uncertainty of the exact amount thereof) to so satisfy the Tax Withholding
Obligation by (i) wire transfer to such account as the Company may direct, (ii)
delivery of a personal check payable to the Company, or (iii) such other means
as specified from time to time by the Administrator, in each case unless the
Company has specified prior to such date that the Participant is not permitted
to so satisfy the Tax Withholding Obligation.


 


The Company may refuse to issue any shares of Common Stock to the
Participant until the Participant satisfies the Tax Withholding
Obligation.  The Participant acknowledges
that the Company has the right to retain without notice from shares issuable
under the Award or from salary or other amounts payable to the Participant,
shares or cash having a value sufficient to satisfy the Tax Withholding
Obligation.


 


5

















 


The Participant is ultimately liable and responsible for all taxes owed
by the Participant in connection with the Award, regardless of any action the
Company takes or any transaction pursuant to this Section 8 with respect
to any tax withholding obligations that arise in connection with the Award. The
Company makes no representation or undertaking regarding the treatment of any
tax withholding in connection with the grant, issuance, vesting or settlement
of the Award or the subsequent sale of any of the shares of Common Stock underlying
Vested Units. The Company does not commit and is under no obligation to
structure the Award to reduce or eliminate the Participant’s tax liability.


 


9.             NON-TRANSFERABILITY OF AWARD


 


Unless otherwise provided by the Administrator, the Participant may not
assign, transfer or pledge the Award, the shares of Common Stock subject
thereto or any right or interest therein to anyone other than by will or the
laws of descent and distribution.  The
Company may cancel the Participant’s Award if the Participant attempts to
assign or transfer it in a manner inconsistent with this Section 9.


 


10.           THE PLAN AND OTHER AGREEMENTS


 


In addition to these Terms and Conditions, the Award shall be subject
to the terms of the Plan, which are incorporated into these Standard Terms and
Conditions by this reference. Certain capitalized terms not otherwise defined
herein are defined in the Plan. In the event of a conflict between the terms
and conditions of these Standard Terms and Condition and the Plan, the Plan
controls.


 


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


 


11.           LIMITATION OF INTEREST IN SHARES SUBJECT TO AWARD


 


Neither the Participant (individually or as a member of a group) nor
any beneficiary or other person claiming under or through the Participant 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 in respect of Vested
Units.


 


12.           NOT A CONTRACT FOR EMPLOYMENT.


 


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 Participant any right to continue in the Company’s employ or service
nor limit in any way the Company’s right to terminate the Participant’s
employment at any time for any reason.


 


6

















 


13.           SECTION 409A COMPLIANCE


 


Notwithstanding any other provision of the Plan or these Standard Terms
and Conditions, the Plan and these Standard Terms and Conditions shall be
construed or deemed to be amended as necessary to comply with the requirements
of Section 409A of the Code to avoid the imposition of any additional or
accelerated taxes or other penalties under Section 409A of the Code. The
Company, in its sole discretion, shall determine the requirements of Section 409A
of the Code applicable to the Plan and this Agreement and shall interpret the
terms of the Plan and these Standard Terms and Conditions consistently
therewith. Under no circumstances, however, shall the Company have any
liability under the Plan or these Standard Terms and Conditions for any taxes,
penalties or interest due on amounts paid or payable pursuant to the Plan or these
Standard Terms and Conditions, including any taxes, penalties or interest
imposed under Section 409A of the Code.


 


For purposes of these Standard Terms and
Conditions, a termination of employment shall not be deemed to have occurred
unless such termination is also a “separation from service” within the meaning
of Section 409A of the Code and, for purposes of any such provision of
these Standard Terms and Conditions, references to a “termination,” “termination
of employment” or like terms shall mean “separation from service.”


 


In addition, notwithstanding anything herein to the contrary, if the Participant is deemed on the date of
termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of
the Code, then, to the extent the settlement of this Award following such
termination of employment is considered the payment of deferred compensation
under Section 409A payable on account of a “separation from service” that
is not exempt from Section 409A as a short-term deferral (or otherwise),
such settlement shall be delayed until the date that is the earlier of (i) the
expiration of the six (6)-month period measured from the date of such “separation
from service” or (ii) the date of the Participant’s death (the “Delay Period”).


 


14.           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):


 


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


 


7

















 


15.           SEPARABILITY.


 


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.


 


16.           HEADINGS.


 


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.


 


17.           FURTHER ASSURANCES.


 


Each party shall cooperate and take such action as may be reasonably
requested by another party in order to carry out the provisions and purposes of
these Standard Terms and Conditions.


 


18.           BINDING 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.


 


19.           DISPUTES


 


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 Participant
or other holder of an Award believes that a decision by the Administrator with
respect to such person was arbitrary or capricious, the Participant or other
holder 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 Participant and any other holder hereby
explicitly waive any right to judicial review.


 


20.           ELECTRONIC DELIVERY


 


The Company may, in its sole discretion, decide to deliver any
documents related to any awards granted under the Plan by electronic means or
to request the Participant’s consent to participate in the Plan by electronic
means. By accepting the Award, the Participant consents to receive such
documents by electronic delivery and, if requested, to agree to participate in
the Plan through an on-line or electronic system established and maintained by
the Company or another third party designated by the Company, and such consent 


 


8

















 


shall remain in effect throughout the Participant’s term of employment
or service with the Company and thereafter until withdrawn in writing by the
Participant.


 


9

















 


AECOM
TECHNOLOGY CORPORATION


 


TERM
SHEET FOR

PERFORMANCE EARNINGS PROGRAM FY          
– FY          


 


FOR GOOD AND
VALUABLE CONSIDERATION, AECOM Technology Corporation, a Delaware corporation
(the “Company”), hereby grants to Participant named below the number of
Performance Earnings Program (“PEP”) units specified below (the “Award”), upon
the terms and subject to the conditions set forth in this Term Sheet, the Plan
specified below (the “Plan”) and the Standard Terms and Conditions for
Performance Earnings Program (the “Standard Terms and Conditions”) adopted
under such Plan and provided to Participant, each as amended from time to
time.  Each PEP unit subject to this
Award represents the right to receive one share of the Company’s Common Stock,
$0.01 par value per share, subject to the conditions set forth in this Term
Sheet, the Plan and the Standard Terms and Conditions.  This Award is granted pursuant to the Plan
and is subject to and qualified in its entirety by the Standard Terms and
Conditions.


 


	
  The
  Plan:

  	
  This
  Award is granted pursuant to the Company’s 2006 Stock Incentive Plan.

  
	
   

  	
   

  
	
  Name
  of Participant:

  	
   

  
	
   

  	
   

  
	
  Participant
  Id:

  	
   

  
	
   

  	
   

  
	
  Grant
  Date:

  	
   

  
	
   

  	
   

  
	
  Target
  number of PEP units subject to the Award:

  	
   

  
	
   

  	
   

  
	
  Performance
  Cycle:

  	
   

  
	
   

  	
   

  
	
  Vesting
  Schedule:

  	
  Earned
  PEP units shall vest 100% on December 31st following the end
  of the Performance Cycle

  
	
   

  	
   

  
	
  Performance-Based
  Vesting Criteria:

  	
  The
  number of PEP units earned will be determined based on the Performance
  Objectives and Performance Earnout Schedule attached to this Term Sheet as
  Attachment A.

  



 


By accepting this
Term Sheet, Participant acknowledges that he or she has received and read, and
agrees that this Award shall be subject to, the terms of this Term Sheet, the
Plan and the Standard Terms and Conditions.


 


	
  AECOM
  TECHNOLOGY CORPORATION

  	
   

  
	
   

  	
  Participant Signature

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Title:

  	
    Vice
  President and Corporate Secretary

  	
  Participant
  Address (please print):