Exhibit 10.1


 


TERMS AND CONDITIONS


 


A.  Definitions


 


“Company”
means AECOM Technology Corporation.  “Consultant”
means Richard G. Newman and his consulting firm “Horne Consulting, LLC”.


 


I.  Engagement of Consultant


 


1.01                          Term.                   The Company engages Consultant
as the Company’s consultant to provide professional services as determined by
the Company for a term commencing April 1, 2010, and terminating March 31,
2011, unless terminated earlier by either party upon 180 days written notice to
the other party or extended by both parties. 
These terms and conditions may be extended on an annual basis upon the
mutual written agreement of the parties. 
The terms, schedule, services, and fee may be modified by mutual written
agreement.  For the avoidance of doubt,
the parties acknowledge that Consultant has transitioned from an employee of
the Company effective March 31, 2010. 
The Company and Consultant agree that neither party anticipates that
Consultant will resume full-time employment with the Company in the future.


 


1.02                          Work Schedule.  Consultant will perform services for specific
activities as requested by John M. Dionisio, the President and Chief Executive
Officer of the Company, or his designee, as mutually agreed. The initial
authorized activities are as set forth in Schedule A hereto. Consultant’s
time rendering those services is expected to be on average in the range of 900
to 1,040 hours per year.  Consultant
shall comply fully with all policies of the Company, including insider trading,
travel and the Company’s Code of Conduct. 
Consultant may use the title of Chairman of the Board until such time as
the Company determines otherwise, at which time Consultant may use the title of
“Founder” and/or “Former Chairman and CEO” or other title mutually agreed to.


 


1.03                          Consultant’s
Fee.  For services hereunder, the
Company shall pay to Consultant a fee of $87,000.00 per month.  In addition, Consultant shall be entitled to
reimbursement for club membership dues. Consultant also shall be eligible to
receive special incentive fees at the sole discretion of the President and CEO
and the Compensation/Organization Committee of the Board of Directors of the
Company.  All approved expenses,
including travel expenses, incurred in performing the requested services for
the Company will be reimbursed to Consultant. 
Consultant shall submit a detailed expense report at the end of each
month.  The Company agrees to provide
agreed-upon support services reasonably necessary to discharge duties during
the term of the provision of services, including administrative support, office
space, communications (computer, telephone, blackberry) and parking.  Consultant shall provide any other support
services at Consultant’s own expense, including when working from the
Consultant’s own facilities.


 


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1.04                          Status.  Consultant shall not be deemed an employee of
the Company but, rather, an independent contractor.  The Company shall not be responsible for
payment of any taxes on behalf of Consultant. 
However, the Company shall be responsible for payment of medical and
life insurance premiums on behalf of Consultant and Consultant shall
participate in the Company’s other benefit plans (including but not limited to
employee stock plans).  Consultant is a member
of the Board of Directors of the Company and shall be entitled to continued
equity accrual under the Company’s 2006 Stock Incentive Plan with respect to
awards, including Performance Earnings Program units, restricted stock units
and stock options, made prior to Consultant’s retirement as an employee of the
Company.  Consultant acknowledges that
all stock options issued pursuant to the Company’s 2000 Stock Incentive Plan
shall be forfeited if not exercised within one year of the date of Consultant’s
retirement as an employee of the Company. 
Consultant shall not be treated as an employee with respect to the
services performed hereunder for federal or state tax purposes. Consultant
shall cease to be a participant in the Company’s Retirement and Savings Plan as
of April 1, 2010.  Consultant
acknowledges that Consultant will not be paid any “wages” (as defined in the
Code) hereunder and that Consultant understands that Consultant is solely
responsible for paying all taxes imposed on Consultant by reason of any
compensation, benefits or other amounts payable hereunder.


 


1.05                          Conflict of
Interest.  Consultant
agrees, as a material term of these terms and conditions, not to act as a
consultant to, provide services to, or become an employee of, or otherwise be affiliated
with any company listed in the ENR Top Design firm lists or other companies
that are in direct competition with the Company, without the prior written
approval of John M. Dionisio.


 


1.06                          Lobbyist.  Consultant is not a registered/certified
lobbyist in any jurisdiction, nor is Consultant required to register as a
lobbyist.  Consultant shall promptly
notify the Company if Consultant subsequently registers as a lobbyist in any
jurisdiction.


 


1.07                          Confidentiality.  Consultant agrees that Consultant will not,
during term of these terms and conditions or subsequent to the expiration
thereof, disclose to any third party any confidential or proprietary
information which Consultant acquires from or about the Company (or any of its
affiliates) or Company’s plans and operations, as a result of the confidential
relationship created herein or is otherwise aware of, and Consultant shall not
use for Consultant’s own benefit any of such information and shall use any such
information solely for purposes of providing services under these terms and
conditions to the Company.


 


1.08                          Separation of
Duties.  Effective April 1, 2010,
Consultant also will serve as the non-executive Chairman of the Board of
Directors of the Company.  Consultant and
the Company acknowledge that the services provided and all remuneration
received by Consultant pursuant to these terms and conditions shall be separate
and distinct from any services provided and remuneration received by Consultant
as non-executive Chairman of the Board of Directors of the Company.


 


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II. Compliance with Applicable Law and Business Standards


 


2.01                          Laws,
Regulations, Code of Business Practices.  In performing Consultant’s responsibilities
under these terms and conditions, Consultant represents and warrants to the
Company that:


 


(a)                                  Consultant is
aware of the substance of the United States Foreign Corrupt Practices Act of
1976 and agrees that no action will be undertaken in violation of it.


 


(b)                                 Consultant will
not contravene or otherwise violate any law, regulation or administration
decree of the United States of America or its individual jurisdictions or any
foreign country unless compliance would violate the laws of the United States
of America.


 


2.02                          Payments to
Others.  Consultant represents and
warrants that no part of any consulting fee or other payment received from the
Company will be offered or promised to, shared with or paid to, directly or
indirectly, any official, employee or agent of any government, government
agency or government-controlled corporation, or to any political party of
candidate for public office, or to any client or any officer, employee, agent
or owner of any client.


 


2.03                          Payment to
Company Employees, et al. 
Consultant represents and warrants that no part of any consulting fee or
other payment received from the Company will be offered or promised to, shared
with or paid to, directly or indirectly, any director, officer, employee or
agent of the Company of any of its parent or affiliated companies.  For avoidance of doubt, this clause is not
intended to prevent Consultant from using his own funds to provide reasonable
birthday and holiday gifts to Company employees.


 


2.04                          Payments in
Violation of Law.  Consultant
represents and warrants that no part of any consulting fee or other payment
received from the Company will be made, offered or promised for any purpose
that is in violation of any United States law or the laws of any foreign
countries.


 


2.05                          Payments of
Violation of Tax or Foreign Exchange Laws.  Consultant shall not request, and the Company
shall not make, any payments to Consultant in a manner that violates the tax or
foreign exchange laws of the United States or any foreign countries.


 


2.06                          Books and
Records.  Consultant
represents and warrants that no false or artificial entries that in any way
relate to the consulting services or any consulting fee or other payment
received from the Company shall be made on the books or the records of the
Consultant, and no employee or affiliate of Consultant shall engage in any
activity that results in such prohibited acts.


 


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2.07                          Conflicting
Duties.  Consultant represents and
warrants that Consultant is not an official or employee of any government or any
political party and is not a candidate for a political office or subject to any
duty to any governmental agency or any other person or entity that is in
conflict with, or that would prevent Consultant from performing Consultant’s
responsibilities hereunder.


 


2.08                          Termination.  The event of a breach by Consultant of any of
the provisions of this Article II, Section 1.05, Section 1.07 or
any other material provision of these terms and conditions shall give the
Company the right to immediately terminate these terms and conditions.  Consultant will give notice to the Company
of, and these terms and conditions will automatically terminate, without any
notice from or action by the Company, if Consultant becomes an employee or an
official of any government or any political party or becomes a candidate for
political office.


 


III. Miscellaneous Provisions


 


3.01                          Amendment.  These terms and conditions
may be amended, modified or altered only by a writing executed by the Company,
acting by a duly authorized officer, and by   Consultant.


 


3.02                          Entire
Agreement.  This
document sets forth the entire agreement between Consultant and the Company and
replaces and supersedes all other agreements of any kind in relation to any
services to the Company.  If all or part
of any provision set forth in these terms and conditions is invalid or
unenforceable under any law, the provision will be modified so that remainder
will be enforceable.


 


3.03                          Law Governing.  These terms and conditions shall be governed
by and interpreted under the laws of the State of California.


 


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AGREED AND ACCEPTED:


 


 


	
  COMPANY:  AECOM
  Technology Corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  John M. Dionisio
                                      
  

  	
   

  	
  Date:

  	
         May 4,
  2010

  
	
  Name:

  	
  John
  M. Dionisio

  	
   

  	
   

  
	
  Title:

  	
  President
  and Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CONSULTANT: Horne Consulting, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Richard G. Newman
                                
  

  	
   

  	
  Date:

  	
         May 4,
  2010

  
	
  Title:
  

  	
  Member

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Richard G. Newman                               
  

  	
   

  	
  Date:

  	
         May 4,
  2010

  
	
  Name:

  	
  Richard
  G. Newman,

  	
   

  	
   

  
	
   

  	
  as
  an individual

  	
   

  	
   

  



 


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SCHEDULE A


 


Authorized Activities


 


1.                                       When requested
by the President and Chief Executive Officer, attend AECOM conferences and
meetings to present corporate communications and information.


 


2.                                       As requested by
the President and Chief Executive Officer of the Company, serve as an advisor
on:  (a) mergers and acquisitions, (b) strategic
planning, (c) design build projects, (d) pension and stock plan
matters, (e) compliance and risk management issues, (f) AECOM’s
involvement with Meridiam Infrastructure Fund and (g) other special
projects.


 


3.                                       Represent the
Company to global clients as the special envoy of the President and Chief
Executive Officer.


 


4.                                       Other services
as the President and Chief Executive Officer designates.


 


A-1