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 Exhibit 10.24  


 CH2M HILL Companies, Ltd.  


 
    Stock Option Plan    
    


        
Effective January 1, 2009 








 




































  CH2M HILL COMPANIES, LTD.

STOCK OPTION PLAN  


 ARTICLE 1

INTRODUCTION  


        1.1    Establishment.    CH2M HILL Companies, Ltd., an Oregon corporation, hereby establishes the CH2M HILL
Companies, Ltd. Stock Option Plan (the "Plan"). All stock options previously issued, and not yet exercised, under 1999 Stock Option Plan and 2004 Stock Option Plan (collectively, "Previous
Plans") shall remain in full force and effect as provided under their respective Stock Option Agreements. All stock options that may be forfeited under the Previous Plans after the effective date of
this Plan shall roll into the Plan and be available for grant under this Plan in addition to stock options reserved under this Plan. 


        1.2    Purpose.    The purpose of the Plan is to further the growth and development of CH2M HILL
Companies, Ltd. (the "Plan Sponsor") by affording an opportunity for stock ownership to Qualified Employees and Outside Directors of and consultants to the Company who are responsible for the
conduct and management of the Company's business or who are involved in endeavors significant to the Company's success. 


 ARTICLE 2

DEFINITIONS  


        2.1    "Affiliated Companies" means any corporation or other entity that is affiliated with the Plan Sponsor through stock or
other equity ownership or otherwise which is designated by either the Committee or the Board as an entity whose Qualified Employees and Outside Directors may be selected to participate in the Plan.
The Committee may select an entity to be designated as an Affiliated Company if the Plan Sponsor owns directly or indirectly at least 50% of the entity. The Board, in its sole discretion, may select
an entity to be designated as an Affiliated Company if the Plan Sponsor owns directly or indirectly at least 10% of the entity. 


        2.2    "Beneficiary" means the person or persons or other entity or entities that have been designated by the Participant to
whom the right to exercise Options following the Option Holder's death shall pass, if the Option Agreement permits the exercise of unexercised Options after the Option Holder's death. The designation
by the Participant must be on forms prescribed by the Company and must be filed with the Company. If the Participant fails to designate a Beneficiary, or if the designated Beneficiary fails to survive
the Participant, the Beneficiary shall be the Participant's estate. Beneficiary designations may be revoked or changed by filing a new Beneficiary designation with the Company. Each designation will
automatically revoke any prior designations by the same Option Holder. 


        2.3    "Board" means the Board of Directors of the Plan Sponsor. 


        2.4    "Cause" shall mean a termination of affiliation with the Company on account of: (1) repeated refusal to obey
written directions of the Board of Directors or a direct supervisor within the Company's organizational structure (so long as such directions do not involve illegal or immoral acts); (2) acts
of substance abuse which are injurious to the Company; (3) fraud or dishonesty that is injurious to the Company; (4) commission of a criminal offense involving money or other property of
the Company (excluding any traffic violations or similar violations); (5) commission of a criminal offense that constitutes a felony in the jurisdiction in which the offense is committed or
(6) repeated violations of the Company policies. 


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


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        2.6    "Change of Control" shall have the meaning assigned to it by Article 8. 


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


        2.8    "Committee" means a committee established under Article 9 of the Plan. 



        2.9    "Company" means the Plan Sponsor and the Affiliated Companies. 


        2.10    "Compensation Committee" means a committee of the Board consisting solely of two or more outside directors who meet the
requirements of §162(m)(C)(i) of the Code. 


        2.11    "Outside Director" means a member of the Board who is not an Employee. 



        2.12    "Effective Date" means the effective date of the Plan which is January 1, 2009. 


        2.13    "Employees" means those individuals who are employed by the Company or an Affiliated Company (including, without
limitation, officers and directors who are also employees of the Company). 


        2.14    Executive Officer means the CEO and any employee who is an officer of CH2M HILL Companies, Ltd. and whose total
compensation for the taxable year is required to be reported to shareholders under the Securities Exchange Act of 1934 because the employee is one of the four highest compensated officers for the
taxable year (other than the CEO). 


        2.15    "Fair Market Value" means the price per share of Stock in effect on that date denominated in United States dollars, as
determined by the Board in accordance with the methodology described in the company's most current filings with the Securities and Exchange Commission. 


        2.16    "Incentive Stock Option" shall mean any option granted to a Participant under the Plan, which the Company intends at the
time the option is granted to be an Incentive Stock Option within the meaning of Code § 422. 


        2.17    "Internal Market" means the limited internal market maintained by the Company for the purchase and sale of its Stock. 


        2.18    "Nonqualified Stock Option" shall mean any option granted to a Participant under the Plan which is not an Incentive
Stock Option. 


        2.19    "Option" shall mean either an Incentive Stock Option or a Nonqualified Stock Option. 


        2.20-
"Option Agreement" shall mean the agreement specified in Section 4.2. 


        2.21    "Option Holder" shall mean a Participant who is granted an Option under the Plan or a Beneficiary or other person who
acquires the right to exercise an Option by bequest or inheritance. 


        2.22    "Parent" shall mean a parent corporation of the Company as defined in Code § 424(e). 


        2.23    "Participant" means a Qualified Employee or Outside Director designated by the Committee to participate in the Plan. 


        2.24    "Plan" means the CH2M HILL Companies, Ltd. Stock Option Plan as defined in Section 1.1. 



        2.25    "Plan Sponsor" means CH2M HILL Companies, Ltd. 


        2.26    "Previous Plans" means the CH2M HILL Companies, Ltd. 1999 Stock Option Plan and 2004 Stock Option Plan as defined
in Section 1.1. 


        2.27    "Qualified Employees" means those employees and consultants who work for the Plan Sponsor or an Affiliated Company. 


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        2.28    "Retirement" means the termination of employment or significant reduction in hours by the Participant on or after age
55, as recognized by the Committee. The Committee shall determine whether a Participant's Retirement has occurred in its sole discretion. 


        2.29    "Section" means a reference to a section of the Plan, unless another reference specifically applies. 



        2.30    "Stock" means the common stock of the Plan Sponsor and any stock issued or issuable subsequent to the Effective Date in
substitution for the common stock. 


        2.31    "Stock Administration Department" means a designated department or a group within the Company
responsible for day to day administration activities in support of the Stock based programs within the Company. 



        2.32    "Subsidiary" shall mean a subsidiary corporation of the Company as defined in Code § 424(f). 


 ARTICLE 3

ELIGIBILITY  


        3.1    Eligibility to Receive Grant.    All Employees of the Plan Sponsor and Affiliated
Companies who are responsible for the conduct and management of the Company's business or who are involved in endeavors significant to the success of the Company shall be eligible to receive both
Incentive Stock Options and Nonqualified Stock Options under the Plan. Directors of and consultants to the Plan Sponsor and Affiliated Companies, who are not employees of the Company but who are
involved in
endeavors significant to the success of the Company, shall be eligible to receive Nonqualified Stock Options, but not Incentive Stock Options, under the Plan. 


 ARTICLE 4

GRANT AND TERMS OF OPTIONS  


        4.1    Grant of Options. 


        (a)   The
Committee may from time to time in its sole discretion determine which of the Participants (other than Executive Officers) should receive Options, the type of
Options to be granted (whether Incentive Stock Options or Nonqualified Stock Options), the number of shares subject to such Options, the dates on which such Options are to be granted and, except as
otherwise provided by the Plan, all other terms and conditions relating to Options. 


        (b)   The
Compensation Committee of the Board may from time to time in its sole discretion determine which of the Executive Officers should receive Options, the type of
Options to be granted (whether Incentive Stock Options or Nonqualified Stock Options), the number of shares subject to such Options, the dates on which such Options are to be granted and, except as
otherwise provided by the Plan, all other terms and conditions relating to Options. 



        (c)   The
terms and conditions of an Option granted under the Plan need not be identical to the terms and conditions of any other Option granted under the Plan. No employee
may be granted Incentive Stock Options to the extent that the aggregate Fair Market Value (determined as of the time each Incentive Stock Option is granted) of the Stock with respect to which any such
Incentive Stock Options are exercisable for the first time during a calendar year (under all incentive stock option plans of the Plan Sponsor and any Parent and Subsidiaries) would exceed $100,000. No
person shall be granted Options under the Plan to purchase more than 350,000 shares of Common Stock. 



        4.2    Option Agreement.    Each Option granted under the Plan shall be evidenced by a written
Option Agreement (or electronic equivalent) setting forth the terms upon which the Option is granted. 


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Each
Option Agreement shall designate the type of Options being granted (whether Incentive Stock Options or Nonqualified Stock Options) and shall state the number of shares of Stock, as designated by
the Committee, to which that Option pertains. More than one Option may be granted to a Participant. 



        4.3    Option Price.    The Option price per share of Stock under each Option shall be
determined by the Committee (other than for Executive Officers, whose Option price shall be determined by the Compensation Committee) and stated in the Option Agreement. The option price for Incentive
Stock Options granted under the Plan and Nonqualified Stock Options granted under the Plan to Executive Officers shall not be less than 100% of the Fair Market Value (determined as of the day the
Option is granted) of the shares subject to the Option. The option price for Nonqualified Stock Options granted under the Plan for Qualified Employees and Outside Directors, who are not Executive
Officers, shall not be less than 90% of the Fair Market Value (determined as of the day the Option is granted) of the shares subject to the Option. 


        4.4    Duration of Options.    Each Option shall be of a duration as specified in the Option
Agreement. However, no Option term shall be more than ten (10) years from the date on which the Option is granted, and may terminate earlier as specified in the Option Agreement. 


        4.5    Employees, Directors, and Consultants Based Outside the U.S.    With respect to Options
granted to Participants who are based outside of the United States, the Committee shall have complete discretion to define all terms and conditions of Options granted to such Participants, to modify
and amend such Options as may be necessary or appropriate to comply with the laws and regulations of foreign jurisdictions, and to establish subplans and modified procedures with respect to the grant
and exercise of such Options. Notwithstanding the provisions of Sections 4.3 and 4.4, the Committee may in its discretion grant Options to Participants (other than Executive Officers) who are
based outside of the United States that have an Stock price that is less than 90% of the Fair Market Value (determined as of the day the Option is granted) of the shares subject to the Options or that
have a term of more than ten years from the date on which the Options are granted, or both. 



        4.6    Additional Limitations on Grant.    No Incentive Stock Option shall be granted to a
Qualified Employee who, at the time the Incentive Stock Option is granted, owns stock (as determined in accordance with Code § 424(d)) representing more than 10% of the total
combined voting power of all classes of stock of the Plan Sponsor or of any Parent or Subsidiary, unless the option price of such Incentive Stock Option is at least 110% of the Fair Market Value
(determined as of the day the Incentive Stock Option is granted) of the Stock subject to the Incentive Stock Option, and the Incentive Stock Option by its terms is not exercisable more than five years
from the date it is granted. 


        4.7    Other Terms and Conditions. 


        (a)   The
Option Agreement may contain such other provisions, which shall not be inconsistent with the Plan, as the Committee shall deem appropriate, including, without
limitation, provisions that relate the Option Holder's ability to exercise an Option to the passage of time or the achievement of specific goals established by the Committee or the occurrence of
certain events specified by the Committee. 


        (b)   Notwithstanding
any vesting requirements contained in any Option Agreement, all outstanding Options shall become immediately exercisable in full upon the occurrence of a
Change in Control. 


        (c)    The
Option Agreement may also provide, in the discretion of the Committee, that any shares of Stock acquired upon exercise of an Option shall become, upon such
acquisition, subject to the terms of a Stock Restriction Agreement which shall be set forth as an attachment to the Option Agreement. The Committee may specify the period, if any after which an Option
may be exercised following termination of the Option Holder's services. If the Committee does not otherwise specify, the following shall apply. 


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        4.8    Termination of Affiliation.


        (a)   Retirement or Involuntary Termination.    Upon the Retirement of an Option Holder or upon involuntary
termination of the Option Holder's affiliation with the Company (other than upon death, disability (within the meaning of Code § 22(e)(3)) and involuntary termination for Cause),
the Option Holder may, at any time within three (3) months after the date of termination or Retirement (but before the date of expiration of the Option, if earlier), exercise the Option to the
extent the Option Holder was entitled to do so on the date of termination or Retirement. Any Options not exercisable as of the date of termination or Retirement and any Options or portions of Options
of terminated Option Holders not exercised pursuant to this Section 4.7(a) shall terminate. 


        (b)   Death.    If an Option Holder dies while affiliated with the Company or within a period of three
(3) months after a termination or Retirement pursuant to Section 4.7(a), the Participant's Beneficiary may exercise the Option at any time within one year after the date of death (but
before the expiration date of the Option if earlier), to the extent the Option Holder was entitled to do so on the Option Holder's date of death. Any Options not exercisable as of the date of death
and any Options or portions of Options of deceased Option Holders not exercised pursuant to this Section 4.7(b) shall terminate. 


        (c)   Disability.    Upon termination of an Option Holder's affiliation with the Company by reason of the Option
Holder's disability (within the meaning of Code § 22(e)(3)), the Option Holder may exercise the Option at any time within one year after the date of termination (but before the
expiration date of the Option, if earlier), to the extent the Option Holder was entitled to do so on the date of termination. Any Options not exercisable as of the date of termination and any Options
or portions of Options of disabled Option Holders not exercised pursuant to this Section 4.7(c) shall terminate. 


        (d)   Other Terminations.    Options granted to the Option Holder shall terminate immediately
upon termination of an Option Holder's affiliation with the Company under circumstances other than those set forth in Sections 4.7(a), (b), or (c), including, without limitation, a termination
for Cause and a voluntary termination on the part of the Option Holder other than Retirement. 



        (e)   Definition of Termination of Affiliation.    For purposes of any Nonqualified Stock Option granted under this
Plan, an Option Holder's affiliation with the Company shall be deemed to be terminated as of the first day on which the Option Holder is no longer an Qualified Employee or Outside Director of the
Company. For purposes of any Incentive Stock Option granted under this Plan, an Option Holder's employment with the Company shall be deemed to be terminated as of the first day on which the Option
Holder is no longer employed by the Company. 


        (f)    Special Rule for Nonqualified Stock Options.    The Committee may, in its sole discretion, provide in an Option
Agreement or otherwise that, upon termination of an Option Holder's affiliation with the Company, one or more Nonqualified Stock Options held by the Option Holder may be exercised at such time and
subject to such conditions as the Committee, in its sole discretion, may designate. 


        4.9    Loss of Affiliated Company Status.    If an Affiliated Company loses its status as an
Affiliated Company, all Options held by Participants associated with the former Affiliated Company shall become fully vested (exercisable in full) immediately. Participants associated with the former
Affiliated Company shall be deemed to have been involuntarily terminated with the Company pursuant to Section 4.8(a). 


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 ARTICLE 5

EXERCISE OF OPTIONS  


        5.1    Manner of Exercise.    Subject to
the limitations and conditions of the Plan or the Option Agreement, an Option shall be exercisable, in whole or in part, from time to time, by giving written notice of exercise to the Stock
Administration Department of the Company (or successor equivalent). The notice to exercise shall specify the number of shares of Stock to be purchased and shall be accompanied by all of the following:
(1) payment in full to the Company of the purchase price of the shares to be purchased; (2) payment in full of such amount as the Company shall determine to be sufficient to satisfy any
liability that the Company or any other entity may have for any withholding of federal, state or local income or other taxes incurred by reason of the exercise of the Option; (3) a
representation letter if required by the Company pursuant to Section 6.2 of this Plan, (4) a Stock Restriction Agreement meeting pursuant to Section 6.3 of this Plan, if requested
by the Committee; and (5) evidence of the clearance of the Executive Officers' Option exercise pursuant to Section 6.4 of this Plan. An Option shall be considered to be exercised on the
date that an Option Holder is so notified by the Stock Administration Department (or successor equivalent). 


        5.2    Payment of Purchase Price.    Payment for shares shall be in the form of either:
(1) cash; or (2) a personal check to the order of the Company; or (3) a combination of cash and a personal check. In addition, unless the Committee, in its discretion, provides
otherwise, all or part of the payment for shares may be made by tendering to the Company whole or fractional shares of Stock owned by the Option Holder. The Fair Market Value on the date of exercise
of any whole shares of Stock tendered by the Option Holder for payment shall be credited against the purchase price. If shares of Stock owned by the Option Holder are used to pay all or part of the
purchase price, such shares shall be evidenced by a written attestation of ownership of shares signed by the Option Holder. 


        5.3    Designation of Beneficiary.    A Participant may designate a Beneficiary who has the
right to exercise Options following the Option Holder's death, if the Option Agreement permits the exercise of unexercised Options after the Option Holder's death. 



        5.4    Prohibition on Exercise of Options if Limits on Ownership of Stock Would be Exceeded.
Notwithstanding any other provision of this Plan or of any Option Agreement, an Option granted under this Plan may not be exercised if, immediately after the exercise of such Option, the recipient of
shares of Stock pursuant to such exercise would own more shares of Stock of the Plan Sponsor than such person is permitted to own under the Articles of Incorporation or Bylaws of the Plan Sponsor. If
the Option Holder is unable to exercise his/her Option due to the prohibition imposed by this Section 5.4 of this Plan, the Committee, in its sole discretion, may instruct the Company to pay to
the Option Holder the monetary value of the Option, equal to the difference between the Option price and the Fair Market Value of a share of Stock as of the date of the exercise, less tax
withholdings. The time and manner of payment shall be at the discretion of the Committee. 


 ARTICLE 6

ISSUANCE OF SHARES  


        6.1    Transfer of Shares.    As soon as
practicable after the Stock Administration Department (or successor equivalent) of the Company has received an Option Holder's written notice of exercise of an Option and the other items specified in
Section 5.1, the Company shall issue or transfer to the Option Holder the number of shares of Stock as to which the Option has been exercised and shall deliver to the Option Holder a
certificate or certificates therefor, registered in the Option Holder's name. In the alternative, the Company may provide for the recording of ownership of shares without the issuance of certificates. 


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        If
the issuance or transfer of shares by the Company would for any reason, in the opinion of counsel for the Company, violate any applicable federal or state laws or regulations, the
Company may delay issuance or transfer of such shares until compliance with such laws can reasonably be obtained. In no event shall the Company be obligated to effect or obtain any listing,
registration, qualification, consent or approval under any applicable federal or state laws or regulations or any contract or agreement to which the Company is a party with respect to the issuance of
any such shares. 


        6.2    Investment Representation.    Upon demand by the Company, the Option Holder shall
deliver to the Company a representation in writing that the purchase of all shares with respect to which notice of exercise of the Option has been given by the Option Holder is being made for
investment only and not for resale or with a view to distribution, and containing such other representations and provisions with respect thereto as the Company may require. Upon such demand, delivery
of such representation promptly and prior to the transfer or delivery of any such shares and prior to the expiration of the option period shall be a condition precedent to the right to purchase such
shares. 


        6.3    Restrictions on Stock Acquired Through Exercise of Options.    All shares of Stock
acquired through the exercise of Options granted under this Plan shall be subject to all restrictions on shares of Stock of the Company set forth in the Articles of Incorporation and Bylaws of the
Company, including: (1) restrictions that grant the Company the right to repurchase shares upon termination of the shareholder's affiliation with the Company; (2) restrictions that grant
the Company a right of first refusal if the shareholder wishes to sell shares other than in the limited market maintained by the Company; (3) restrictions that require the approval of the Plan
Sponsor for any other sale of shares; and (4) restrictions that define the share pricing methodology to be applied in purchases and sales of shares. In addition, if requested by the Committee
in its sole discretion, the Option Holder shall execute and deliver to the Plan Sponsor a Stock Restriction Agreement in such form as the Committee may provide at the time of exercise of the Option.
Such Stock Restriction Agreement may include, without limitation, restrictions in addition to those restrictions set forth in the Articles of Incorporation and Bylaws of the Plan Sponsor. Upon such
request, execution of the Stock Restriction Agreement by the Option Holder prior to the transfer or delivery of any shares and prior to the expiration of the Option period shall be a condition
precedent to the right to purchase such shares, unless such condition is expressly waived in writing by the Committee. 


        6.4.    SEC Clearance Requirement.    The Company may from time to time impose certain clearance requirements on any
exercise of Options. The clearance requirements may be imposed in Company's discretion on Executive Officers or other Option Holders who in the Company's opinion have or may have access to material
non-public information about the Company, certain clearance requirements on any exercise of Options. Pursuant to such clearance requirements, the Company may require that designated Option
Holders pre-clear their Option exercise transactions with a Company appointed compliance officer. 


        6.5    Compliance with Securities Laws.    Each Option shall be subject to the requirement that, if at any time
counsel to the Plan Sponsor shall determine that the listing, registration or qualification of the shares subject to such Option upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance or purchase of shares thereunder, such Option may not be accepted or
exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Committee. Nothing herein shall
be deemed to require the Company to apply for or to obtain such listing, registration or qualification. 


        6.6    Changes in Accounting Rules.    Except as provided otherwise at the time an Option is granted, notwithstanding
any other provision of the Plan to the contrary, if, during the term of the Plan, any changes in the financial or tax accounting rules applicable to Options shall occur which, in the sole judgment of
the Committee, may have a material adverse effect on the reported earnings, assets or 


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liabilities
of the Company, the Committee shall have the right and power to modify as necessary, any then outstanding and unexercised Options as to which the applicable services or other restrictions
have not been satisfied. 


 ARTICLE 7

STOCK SUBJECT TO THE PLAN  


        7.1    Number.    The aggregate number of
shares of Stock which may be issued under Options granted pursuant to the Plan shall not exceed 3,000,000 shares. Notwithstanding the foregoing, all options currently outstanding under the Previous
Plans, to the extent cancelled, expire or for any other reason cease to be exercisable, in whole or in part, shall roll into the Plan and can become available under the Plan in addition to the options
reserved under the Plan, as provided in this Section 7.1. Shares which may be issued under Options may consist, in whole or in part, of authorized but unissued stock or treasury stock of the
Plan Sponsor not reserved for any other purpose. 


        7.2    Unused Stock.    If any outstanding Option under the Plan is cancelled, expires, or for
any other reason ceases to be exercisable, in whole or in part, other than upon exercise of the Option, the shares which were subject to such Option and as to which the Option had not been exercised
shall continue to be available under the Plan. 


        7.3    Adjustment for Change in Outstanding Shares.    If there is any change, increase or
decrease, in the outstanding shares of Stock which is effected without receipt of additional consideration by the Plan Sponsor, by reason of a stock dividend, recapitalization, merger, consolidation,
stock split, combination
or exchange of stock, or other similar circumstances, then in each such event, the Committee shall make an appropriate adjustment in the aggregate number of shares of stock available under the Plan,
the maximum number of shares of stock for which Options may be granted to a person under the Plan, the number of shares of stock subject to each outstanding Option, and the Option prices, in order to
prevent the dilution or enlargement of any Option Holder's rights. The Committee's determinations in making adjustments shall be final and conclusive. 


        7.4    Reorganization or Sale of Assets.    If the Company is merged or consolidated with
another corporation and the Company is not the surviving corporation, or if all or substantially all of the assets of the Company are acquired by another entity, or if the Company is liquidated or
reorganized (each of such events being referred to as a "Reorganization Event"), the Committee shall, as to outstanding Options, either: (1) make appropriate provision for the protection of any
such outstanding Options by the substitution on an equitable basis of appropriate stock of the Company, or of the merged, consolidated or otherwise reorganized corporation, which will be issuable in
respect of the Stock, provided that no additional benefits shall be conferred upon Option Holders as a result of such substitution, and provided further that the excess of the aggregate fair market
value of the shares subject to the Options immediately after such substitution over the purchase price thereof is not more than the excess of the aggregate fair market value of the shares subject to
such Options immediately before such substitution over the purchase price thereof; or (2) upon written notice to all Option Holders, which notice shall be given not less than 20 days
prior to the effective date of the Reorganization Event, provide that all unexercised Options must be exercised within a specified number of days (which shall not be less than ten) of the date of such
notice or such Options will terminate. In response to a notice provided pursuant to clause (2) of the preceding sentence, an Option Holder may make an irrevocable election to exercise the
Option Holder's Option contingent upon and effective as of the effective date of the Reorganization Event. The Committee may, in its sole discretion, accelerate the exercise dates of outstanding
Options in connection with any Reorganization Event which does not also result in a Change in Control. 


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 ARTICLE 8

CHANGE OF CONTROL  


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


        8.1    Any
one person, or more than one person acting as a group, acquires ownership of stock of CH2M HILL Companies, Ltd. that, together with stock held by such person
or group, constitutes more than 50% of the total Fair Mark Value of CH2M HILL Companies, Ltd. stock. However, if any one person
or more than one person acting as a group, owns more than 50% of the total Fair Market Value of CH2M HILL Companies, Ltd. stock, the acquisition of additional stock by the same person or
persons is not considered to cause a change in the ownership of CH2M HILL Companies, Ltd. (or to cause a change in the effective control of CH2M HILL Companies, Ltd.) 


        8.2    There
is a change in the effective control of CH2M HILL Companies, Ltd. A change in the effective control of CH2M HILL Companies, Ltd. occurs on the date
that either: 



        (a)   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 CH2M HILL Companies, Ltd. that represents 30% or more of the total voting power of CH2M HILL Companies, Ltd. stock; or 


        (b)   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. 




        8.3    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. 


        8.4    The
stockholders of CH2M HILL Companies, Ltd. approve a plan of liquidation or dissolution of CH2M HILL Companies, Ltd. and such transaction is
consummated. 


        For
purposes of the definition in this Article 8 "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 CH2M HILL Companies, Ltd. 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 of Control under Code Section 409A. 


 ARTICLE 9

PLAN ADMINISTRATION  


        9.1    Committee. 



        (a)   The
Plan shall be administered by the committee appointed by and serving at the pleasure of the Board. Members of the Committee and any subcommittee or special committee
shall be appointed from time to time by the Board, shall serve at the pleasure of the Board and may resign at any time upon written notice to the Board. The Board may from time to time remove members
from or add members to the Committee, and vacancies on the Committee shall be filled by the Board. 



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        (b)   Notwithstanding
the foregoing, while the Committee is hereby authorized to administer the Plan in general, any issues under the Plan that relate to Executive Officers
shall be administered by the Compensation Committee in compliance with § 162(m)(4)(C)(i) of the Code. 




        9.2    Committee Meetings and Actions.    The Committee shall hold meetings at such times and places as it may
determine. A majority of the members of the Committee shall constitute a quorum, and the acts of the majority of the members present at a meeting or a consent in writing signed by all members of the
Committee shall be the acts of the Committee and shall be final, binding and conclusive upon all persons, including the Company, its shareholders, and all persons having any interest in Participants'
Options. 


        9.3    Powers of Committee.    The Committee shall, in its sole discretion, select the Participants from among the
Qualified Employees and Outside Directors 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
determine the form or forms of the agreements with Participants (other than Executive Officers) that shall evidence the particular provisions, terms, conditions, rights and duties of the Plan Sponsor
and the Participants. 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, reconcile any
inconsistency in the Plan or in any agreement entered into under the Plan, and reconcile any inconsistency between the Plan and any Agreement in the manner and to the extent it shall deem expedient,
and the Committee shall be the sole and final judge of such expediency. 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. 


        9.4    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
Participants' Accounts. 


        9.5    Indemnification.    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. The foregoing right of
indemnification shall not be exclusive of, and is in addition to, any other rights of indemnification to which any person may be entitled under the Plan Sponsor's Articles of Incorporation or Bylaws,
as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 


 ARTICLE 10

MISCELLANEOUS  


        10.1    Non-Transferability of
Options.    Options granted pursuant to the Plan are not transferable by the Option Holder other than by will or the laws of descent and
distribution and shall be exercisable during the Option Holder's lifetime only by the Option Holder. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of an Option
contrary to the provisions hereof, or upon the 


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levy
of any attachment or similar process upon an Option, the Option shall immediately become null and void. 



        10.2    Amendments.    The Board of Directors may at any time and from time to time alter,
amend, suspend or terminate the Plan or any part thereof as it may deem proper, except that no such action shall diminish or impair the rights under an Option previously granted without the consent of
the Option Holder. Unless the shareholders of the Company shall have given their approval, the total number of shares for which Options may be issued under the Plan shall not be increased, except as
provided in
Section 7.3, and no amendment shall be made which reduces the option price at which the Stock may be offered through Incentive Stock Options under the Plan below the minimum required by
Sections 4.3 or 4.5, except as provided in Section 7.3, or which materially modifies the requirements as to eligibility for receipt of Incentive Stock Options under the Plan. Subject to
the terms and conditions of the Plan, the Committee may modify, extend or renew outstanding Options granted under the Plan, or accept the surrender of outstanding Options to the extent not theretofore
exercised and authorize the granting of new Options in substitution therefor, except that no such action shall diminish or impair the rights under an Option previously granted without the consent of
the Option Holder. 


        10.3    Term of Plan.    This Plan shall terminate on December 31, 2018. The Board of
Directors may suspend or terminate the Plan at any time prior to this date of termination. 


        10.4    Rights as Stockholder.    An Option Holder shall have no rights as a stockholder of
the Company with respect to any shares of Stock covered by an Option until the date of the issuance of the stock certificate for such shares or the date of the recording of the ownership of the shares
in the Option Holder's name. 


        10.5    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. 


        10.6    No Right to Continued Employment.    Nothing contained in the Plan or in any Option 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 interfere in any way with the right of
the Company, 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. Nothing in this Plan shall limit or impair the Company's right to terminate the employment of any employee. Whether an authorized leave of absence, or absence in military or government
service, shall constitute a termination of service shall be determined by the Committee in its sole discretion. Participation in this Plan is a matter entirely separate from any pension right or
entitlement the Participant may have and from the terms or conditions of the Participant's employment. Participation in this Plan shall not affect in any way a Participant's pension rights or
entitlements or terms or conditions of employment. Any Participant who leaves the employment of the 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. 


        10.7    Non-Assignability.    Neither a Participant nor a Beneficiary may
voluntarily or involuntarily anticipate, assign, or alienate (either at law or in equity) any Option under the Plan, and the Committee shall not recognize any such anticipation, assignment, or
alienation. Furthermore, an Option under the Plan shall not be subject to attachment, garnishment, levy, execution, or other legal or equitable process. Any attempted sale, conveyance, transfer,
assignment, pledge or encumbrance of
the rights, interests or Options provided pursuant to the terms of the Plan or the levy of any attachment or similar process thereupon, shall by null and void and without effect. 


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        10.8    Participation in Other Plans.    Nothing in this Plan shall affect any right which the
Participant may otherwise have to participate in any retirement plan or agreement which the Company or an Affiliated Company has adopted or may adopt hereafter. Neither the amount of any compensation
deemed to be received by a Participant as a result of the exercise of an Option nor the proceeds from the sale of shares received upon such exercise shall constitute "earnings" or "compensation" with
respect to which any other employee benefits of such Participant are determined. 


        10.9    Federal Securities Law Requirements.    If a Participant is an officer or director of
the Plan Sponsor within the meaning of Section 16, Options granted hereunder shall be subject to all conditions required under Rule 16b-3, or any successor rule promulgated
under the 1934 Act, to qualify the Award for any exception from the provisions of § 16(b) of the 1934 Act available under that Rule. Such conditions shall be set forth in the Option
Agreement with the Participant. 


        10.10    Governing Law.    This Plan, and all Options granted under this Plan, shall be
construed and shall take effect in accordance with the laws of the State of Colorado, without regard to the conflicts of laws rules of such State. 


        The
Plan Sponsor hereby agrees to the provisions of the Plan and in witness of its agreement, the Plan Sponsor by its duly authorized officer has executed the Plan on the date written
below. 



					
	

 	
 	
 CH2M HILL Companies, Ltd.
	

 	
 	
 By:	
 	
/s/ M. CATHERINE SANTEE






  M. Catherine Santee, Chief Financial Officer







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