Exhibit
10.1


 


AECOM
TECHNOLOGY CORPORATION


 


CHANGE IN
CONTROL SEVERANCE POLICY FOR KEY EXECUTIVES


 


Section 1.                                          Introduction


 


This AECOM Technology Corporation
Change in Control Severance Policy for Key Executives (the “Policy”) is effective as of March 5, 2009
(the “Effective Date”).  The compensation and benefits payable under
the Policy are payable in connection with certain Change in Control events that
occur after the Effective Date.  The
purpose of the Policy is to provide for the payment of severance benefits to
certain key executives of AECOM Technology Corporation (the “Company”) or one of its subsidiaries in
connection with a Change in Control.  The
Policy will be in lieu of and not in addition to any severance benefit
arrangement, change of control severance agreement or employment agreement that
provides for severance benefits in existence between the Eligible Individual
(as defined below) and the Company (or any subsidiary), notwithstanding the
terms of any such arrangement or agreement, and no benefits will be paid under
the Policy to any Eligible Individual unless such Eligible Individual agrees to
forgo any payments or benefits under such other arrangement or agreement.  The Policy is intended to be an unfunded plan
that is maintained primarily to provide severance compensation and benefits to
a select group of “management or highly compensated employees” within the
meaning of Sections 201, 301, and 401 of ERISA, and therefore to be exempt from
the provisions of Parts 2, 3, and 4 of Title I of ERISA.


 


Section 2.                                          Definitions


 


For purposes of the
Policy, the following terms are defined as follows:


 


(a)                                  “Administrator” means the
Compensation and Organization Committee of the Board.


 


(b)                                  “Average Bonus” means the average annual bonus awarded to
the Eligible Individual in respect of each of the Company’s three (3) fiscal
years preceding the fiscal year in which the Termination Date occurs (or such
lesser number of full fiscal years during which the Eligible Individual was
employed by the Company prior to termination of employment as a key
executive(1), as determined by the Administrator (but not including any fiscal
years in which the Eligible Individual was employed by the Company other than
as a key executive)).


 


(c)                                  “Base
Salary” means the Eligible
Individual’s annual base salary as in effect at the time of a Change in Control or a Termination Date, whichever is
greater.


 


(d)                                  “Board” means the
Board of Directors of the Company.


 






(1) If the Eligible Individual served as a key
executive for less than a full fiscal year at the Termination Date, then the
Average Bonus will be determined based on the average annual bonus awarded to
the Eligible Individual in each of the Company’s three fiscal years preceding
the fiscal year in which the Termination Date occurs.


 

















 


(e)                                  “Cause” means, except as otherwise
required by applicable law with respect to Eligible Individuals employed
outside of the United States, (i) the commission of an act of fraud or
theft against the Company; (ii) conviction (including a guilty plea or
plea of nolo contendere) of any felony; (iii) conviction (including a
guilty plea or plea of nolo contendere) of any misdemeanor involving moral
turpitude which could, in the Administrator’s opinion, cause material injury to
the Company; (iv) a material violation of any material Company policy; (v) willful
or repeated non-performance or substandard performance of material duties to
the Company which is not cured within thirty (30) days after written notice
thereof to the Eligible Individual; or (vi) violation of any local, state
or federal laws, rules or regulations in connection with or during
performance of the Eligible Individual’s duties to the Company that could, in
the Administrator’s opinion, cause material injury to the Company, which
violation, if curable, is not cured within thirty (30) days after notice
thereof to the Eligible Individual.


 


(f)                                    “Change in Control” means the consummation of the
first to occur of:


 


(i)                                    except
pursuant to the exception applicable to clause (iii) below, any “person”
(as such term is used in sections 13(d) and 14(d) of the Exchange
Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the total voting power
represented by the Company’s then outstanding voting securities;


 


(ii)                                except
pursuant to the exception applicable to clause (iii) below, a change in
the composition of the Board occurring within a one-year period, as a result of
which fewer than a majority of the directors are Incumbent Directors;


 


(iii)                            the
consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation in which the holders of the
Company’s outstanding voting securities immediately prior to such merger or
consolidation receive, in exchange for their voting securities of the Company
in consummation of such merger or consolidation, securities possessing at least
fifty percent (50%) of the total voting power represented by the outstanding
voting securities of the surviving entity (or ultimate parent thereof)
immediately after such merger or consolidation; or


 


(iv)                              the
consummation of the sale, lease or other disposition by the Company of all or
substantially all the Company’s assets.


 


(g)                                 “Disability” means, except as
otherwise required by applicable law with respect to Eligible Individuals
employed outside of the United States, that the Eligible Individual becomes
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months.


 


(h)                                 “Eligible Individual” means a key
executive of the Company or any of its subsidiaries who has been designated by
the Administrator as eligible to participate in the Policy and listed on
Schedule A attached hereto (as amended from time to time).


 


(i)                                    “Good Reason” means, except as
otherwise required by applicable law with respect to Eligible Individuals
employed outside of the United States, a termination of an


 


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Eligible Individual’s employment with the Company by
the Eligible Individual, upon ninety (90) days advance written notice to the
Company (which notice specifically identifies the event or circumstance that
Employee believes constitutes Good Reason) and after giving the Company thirty
(30) days to cure such event or circumstance (if curable) after the receipt of
such notice, if, other than for Cause, any of the following has occurred: (i) any material
reduction in the Eligible Individual’s Base Salary; (ii) a material reduction in the Eligible
Individual’s authority, duties or responsibilities, (iii) the material
breach by the Company (or any subsidiary) of any written employment agreement
between the Eligible Individual and the Company (or any subsidiary) or (iv) the
transfer of the Eligible Individual’s primary workplace by more than fifty (50)
miles from the Eligible Individual’s then existing primary workplace; provided, however, that,
in each case, the Eligible Individual resigns within thirty (30) days
after the expiration of the Company’s cure period referred to above.


 


(j)                                    “Incumbent Directors”  means directors who either (i) are
members of the Board as of the Effective Date, or (ii) are elected, or
nominated for election, to the Board with the affirmative votes of at least a
majority of the Incumbent Directors at the time of such election or nomination,
but will not include an individual whose election or nomination is in
connection with an actual or threatened proxy contest relating to the election
of directors to the Board.


 


(k)                                “Involuntary
Termination” means any termination of the Eligible Individual’s employment
with the Company by the Company for any reason other than Cause or the Eligible
Individual’s death or Disability, or any termination of the Eligible Individual’s
employment with the Company by the Eligible Individual for Good Reason.


 


(l)                                    “PEP Awards” means performance
earnings program awards granted pursuant to the Company’s 2006 Stock Incentive
Plan.


 


(m)                              “PEP
Performance Cycle” means the performance cycle set forth in an Eligible
Individual’s PEP Award agreement.


 


(n)                                 “Termination Date” means the date
the Eligible Individual’s employment with the Company terminates.


 


Section 3.                                          Eligibility
For Benefits


 


Subject to the
requirements set forth in this Section 3 and the limitations set forth in Section 1,
the Company will provide the severance benefits described in Sections 4(a) through
(c) of the Policy to an Eligible Individual whose termination of
employment with the Company is an Involuntary Termination that occurs within
the period (the “Protection Period”) that (A) begins with the ninetieth
(90th) day preceding a Change in Control and (B) ends eighteen (18) months
following such Change in Control.  In
addition, the Company will provide the severance benefit described in Sections
4(d) and (e), if applicable, to each Eligible Individual, upon the
occurrence of a Change in Control.  In
addition, in order to be eligible to receive benefits under the Policy, except
as otherwise required by applicable law with respect to Eligible Individuals
employed outside of the United States, the Eligible Individual must execute,
within 45 days following the Termination Date, a general waiver and release of
claims in favor of the 


 


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Company and its affiliates in a form provided by the
Company (a “Release”), and such release must
become effective in accordance with its terms.


 


Section 4.                                          Policy
Benefits


 


(a)                                  Accelerated Vesting of Equity Awards Upon an
Involuntary Termination.  Upon
the occurrence of an Involuntary Termination within the Protection Period:


 


(i)                                    all outstanding, unvested stock options, restricted
stock units and other equity-based compensation awards that are subject only to
time and service-based vesting criteria (and not performance-based vesting
criteria) held by the Eligible Individual on the date of such Involuntary
Termination, shall become immediately and fully vested and, to the extent applicable, exercisable, and, to the extent
applicable, any restrictions or conditions on such awards shall immediately
lapse, and


 


(ii)                                with
respect to all outstanding, unvested PEP Awards
and other equity-based compensation awards that are subject to
performance-based vesting criteria held by the Eligible Individual on the date
of such Involuntary Termination, (1) the Eligible Individual will be
deemed to have, as of the date of such Involuntary Termination, satisfied all
time and service-based vesting criteria in full and (2) all such awards
will be deemed earned and vested as of the date of such Involuntary Termination
based on the actual Company’s achievement with respect to any performance-based
vesting criteria through the date of the Change in Control (as determined by
the Administrator).


 


(b)                                  Severance
Payment.  In the event of an
Involuntary Termination within the Protection Period, the Eligible Individual shall receive a lump sum severance payment
equal to the multiple of the sum of the Eligible Individual’s Base Salary and
Average Bonus set forth across from such Eligible Individual’s name on
Schedule A (if no multiple is listed on Schedule A, the multiple
shall be deemed to be 1.5).  So long as the Release has theretofore become
effective in accordance with its terms, such amount shall be paid on the
sixtieth (60th) day following the Termination Date.


 


(c)                                  Medical Coverage Continuation.  In the event of an Involuntary Termination
within the Protection Period, the Eligible Individual and his or her covered
dependents shall be entitled to continued provision of group health benefits
under the Company’s health benefit plans for active employees at the same cost
to the Eligible Individual as if the Eligible Individual remained employed
during such period for the number of years equal to the multiple set forth
across from each Eligible Individual’s name on Schedule A, or, if earlier,
until the Eligible Individual and his or her covered dependents, if any, become
eligible for health insurance coverage through another source, in each case, in
accordance with the terms thereof.


 


(d)                                  Conversion of PEP Awards.  Upon the
occurrence of  a Change in Control, each
Eligible Individual shall, with respect to all outstanding, unvested PEP Awards
and any other equity-based compensation awards subject to performance-based
vesting criteria that are held by such Eligible Individual immediately prior to
a Change in Control, be deemed to have satisfied any performance-based vesting
criteria based on the actual Company’s achievement with respect to such  performance-based vesting criteria through
the date of the


 


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Change in Control (as determined by
the Administrator), and following the Change in Control any such awards
shall continue to vest based upon the time or service-based vesting criteria,
if any, to which the award is subject.


 


(e)                                  Accelerated Vesting of Equity Awards Upon a
Change in Control.  If, upon
the occurrence of a Change in Control, the surviving entity does not assume or
replace with equivalent awards (as determined by the Administrator prior to the
Change in Control) all of the outstanding, unvested PEP Awards, stock options, restricted stock units and other equity-based
compensation awards held by an Eligible Individual, all of such outstanding, unvested awards held by such
Eligible Individual shall become vested
and, to the extent applicable, exercisable as of immediately prior to such Change in Control in the same manner as
described in Section 4(a) assuming that each Eligible Individual’s
employment were terminated in an Involuntary Termination.


 


Section 5.                                          Limitations
on Benefits


 


(a)                                  Certain
Reductions and Offsets.  Notwithstanding any other provision of the
Policy to the contrary, except as otherwise required by applicable law with
respect to Eligible Individuals employed outside of the United States, any
amounts payable to an Eligible Individual under the Policy will be reduced (but
not below zero) by any payments by the Company to such individual under any
other policy, plan, program or arrangement, including, without limitation, any
change of control severance agreement or employment agreement between the
Eligible Individual and the Company that provides for severance benefits in
existence, or any contract between the Eligible Individual and any entity, to
the extent such payments are conditioned, at least in part, on termination of
employment and are based on the Eligible Individual’s continued receipt of his
or her Base Salary and/or annual bonus opportunity.  Furthermore, to the extent that any federal,
state or local laws, including, without limitation, so-called “plant closing”
laws, require the Company to give advance notice or make a payment of any kind
to an Eligible Individual because of that Eligible Individual’s involuntary
termination due to a layoff, reduction in force, plant or facility closing,
sale of business, change of control, or any other similar event or reason, the
benefits payable under the Policy will either be reduced or eliminated.  The benefits provided under the Policy are
intended to satisfy any and all statutory obligations that may arise out of an
Eligible Individual’s involuntary termination of employment for the foregoing
reasons, and the Administrator will so construe and implement the terms of the
Policy.


 


(b)                                  Mitigation.  Except as otherwise specifically provided
herein, the Eligible Individual will not be required to mitigate damages or the
amount of any payment provided under the Policy by seeking other employment or
other form of remuneration for services, nor will the amount of any payment
provided for under the Policy be reduced by any compensation earned by any
Eligible Individual as a result of employment by another employer or any
retirement benefits received by such Eligible Individual after his or her
Involuntary Termination.


 


(c)                                  Termination
of Benefits.  Benefits under the
Policy will terminate immediately if the Eligible Individual, at any time,
violates any proprietary information or confidentiality obligation to the
Company or any obligations under the Policy.


 


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(d)                                  Non-Duplication
of Benefits.  No Eligible Individual
is eligible to receive benefits under the Policy more than one time.


 


(e)                                  Indebtedness
of Eligible Individuals.  If the
Eligible Individual is indebted to the Company or an affiliate of the Company
at his or her Termination Date, the Company reserves the right to offset any
severance payments under the Policy by the amount of such indebtedness.


 


(f)                                    Excise
Taxes.


 


(i)                                    In
the event that any benefits payable to an Eligible Individual pursuant to the
Policy (“Payments”)
(i) constitute “parachute payments” within the meaning of Section 280G
of the Code, and (ii) but for this Section 5(f) would be subject
to the excise tax imposed by Section 4999 of the Code, or any comparable
successor provisions (the “Excise Tax”), then the Eligible
Individual’s Payments hereunder shall be either (a) provided to the
Eligible Individual in full, or (b) provided to the Eligible Individual as
to such lesser extent which would result in no portion of such benefits being
subject to the Excise Tax, whichever of the foregoing amounts, when taking into
account applicable federal, state, local and foreign income and employment
taxes, the Excise Tax, and any other applicable taxes, results in the receipt
by the Eligible Individual, on an after-tax basis, of the greatest amount of
benefits, notwithstanding that all or some portion of such benefits may be
taxable under the Excise Tax.  Unless the
Company and the Eligible Individual otherwise agree in writing, any
determination required under this Section 5(f) shall be made in
writing in good faith by a nationally recognized accounting firm selected by
the Company (the “Accountants”).  In the
event that the payments and/or benefits are to be reduced pursuant to this Section 5(f),
such payments and benefits shall be reduced such that the reduction of
compensation to be provided to Eligible Individual as a result of this Section 5(f) is
minimized.  In applying this principle,
the reduction shall be made in a manner consistent with the requirements of Section 409A
(as defined below) and where two economically equivalent amounts are subject to
reduction but payable at different times, such amounts shall be reduced on a
pro rata basis but not below zero.  For
purposes of making the calculations required by this Section 5(f), the
Accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations
concerning the application of the Code, and other applicable legal
authority.  The Company and the
applicable Eligible Individual shall furnish to the Accountants such
information and documents as the Accountants may reasonably request in order to
make a determination under this Section 5(f).  The Company shall bear all costs the
Accountants may reasonably incur in connection with any calculations
contemplated by this Section 5(f).


 


(ii)                                If,
notwithstanding any reduction described in this Section 5(f), the IRS
determines that an Eligible Individual is liable for the Excise Tax as a result
of the receipt of any Payments, then the Eligible Individual shall be obligated
to pay back to the Company, within thirty (30) days after a final IRS
determination or in the event that the Eligible Individual challenges the final
IRS determination, a final judicial determination, a portion of the Payments
equal to the “Repayment Amount.” The Repayment
Amount shall be the smallest such amount, if any, as shall be required to be
paid to the Company so that the Eligible Individual’s net after-tax proceeds
with respect to the Payments (after taking into account the payment of the
Excise Tax and all other applicable taxes imposed on such benefits) shall be
maximized.  


 


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The Repayment Amount
shall be zero if a Repayment Amount of more than zero would not result in the
Eligible Individual’s net after-tax proceeds with respect to the Payments being
maximized.  If the Excise Tax is not
eliminated pursuant to this Section 5(f), the Eligible Individual shall
pay the Excise Tax.


 


(iii)                            Notwithstanding
any other provision of this Section 5(f), if (A) there is a reduction
in the payment of the Payments to an Eligible Individual as described in this Section 5(f),
(B) the IRS later determines that the Eligible Individual is liable for
the Excise Tax, the payment of which would result in the maximization of the
Eligible Individual’s net after-tax proceeds (calculated as if the Eligible
Individual’s benefits had not previously been reduced), and (C) the
Eligible Individual pays the Excise Tax, then the Company shall pay to the
Eligible Individual those Payments which were reduced pursuant to this Section 5(f) as
soon as administratively possible after the Eligible Individual pays the Excise
Tax so that the Eligible Individual’s net after-tax proceeds with respect to
the payment of the Payments are maximized.


 


(g)                                 Section 409A
Compliance.


 


(i)                                    This Policy is intended to comply with the
requirements of Section 409A of the Code and the regulations and guidance
promulgated thereunder (“Section 409A”)
or an exemption from Section 409A. 
The Company shall undertake to administer, interpret, and construe this
Policy in a manner that does not result in the imposition on an Eligible
Individual of any additional tax, penalty, or interest under Section 409A.  Each payment under this Policy shall be
treated as a separate payment for purposes of Section 409A.


 


(ii)                                A termination of employment shall not be
deemed to have occurred for purposes of any provision of this Policy providing
for the payment of any amounts or benefits upon or following a termination of
employment unless such termination is also a “separation from service” within
the meaning of Section 409A and, for purposes of any such provision of
this Agreement, references to a “termination,” “termination of employment” or
like terms shall mean “separation from service.”


 


(iii)                            Notwithstanding anything herein to the
contrary, in the event that an Eligible Individual is a “specified employee”
within the meaning of that term under Section 409A(a)(2)(B) of the
Code, then with regard to any payment or the provision of any benefit (whether
under this Policy or otherwise) that is considered deferred compensation under Section 409A
payable on account of a “separation from service,” and that is not exempt from Section 409A
as involuntary separation pay or a short-term deferral (or otherwise), such
payment or benefit shall be made or provided at the date which is the earlier
of (A) the expiration of the six (6)-month period measured from the date
of such “separation from service” of the Eligible Individual or (B) the
date of the Eligible Individual’s death (the “Delay Period”).  Upon the expiration of the Delay Period, all
payments and benefits delayed pursuant to this Section 5(g) (whether
they would have otherwise been payable in a single sum or in installments in
the absence of such delay) shall be paid or reimbursed to the Eligible
Individual in a lump sum without interest, and any remaining payments and
benefits due under this Policy shall be paid or provided in accordance with the
normal payment dates specified for them herein.


 


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(iv)                               With regard to any provision herein that
provides for reimbursement of costs and expenses or in-kind benefits, except as
permitted by Section 409A, all such payments shall be made on or before
the last day of calendar year following the calendar year in which the expense
occurred.


 


(v)                                   With
respect to any PEP Award or restricted stock unit held by an Eligible
Individual that constitutes a “nonqualified deferred compensation plan” within
the meaning of Section 409A, notwithstanding anything in this Policy or
the applicable award agreement to the contrary, the settlement of each such
award (to the extent accelerated as a result of the application of Section 4
hereof) shall not occur until the earliest of (A) the Change in Control if
such Change in Control constitutes a “change in the ownership of the
corporation,” a “change in effective control of the corporation” or a “change
in the ownership of a substantial portion of the assets of the corporation,”
within the meaning of Section 409A(a)(2)(A)(v) of the Code, (B) the
date such award would otherwise be settled pursuant to the terms of the
applicable award agreement and (C) the applicable Termination Date.


 


Section 6.                                          Right
To Interpret Policy; Amendment and Termination


 


(a)                                  Exclusive
Discretion.  The Administrator will
have the exclusive discretion and authority to establish rules, forms, and
procedures for the administration of the Policy and to construe and interpret
the Policy and to decide any and all questions of fact, interpretation,
definition, computation or administration arising in connection with the
operation of the Policy, including, but not limited to, the eligibility to
participate in the Policy and amount of benefits paid under the Policy.  The rules, interpretations, computations and
other actions of the Administrator will be binding and conclusive on all
persons.


 


(b)                                  Amendment
or Termination.


 


(i)                                    Prior
to the occurrence of a Change in Control, the Board or the Administrator may
amend or terminate the Policy at any time and from time to time.  Termination or amendment of the Policy shall
not affect any obligation of the Company under the Policy, which has accrued
and is unpaid as of the effective date of the termination or amendment.  Unless and until a Change in Control shall
have occurred, an Eligible Individual shall not have any vested rights under
the Policy or any agreement entered into pursuant to the Policy.


 


(ii)                                From and after the
occurrence of a Change in Control, no provision of the Policy shall be modified, waived or discharged
unless the modification, waiver or discharge is agreed to in writing and signed
by the Eligible Individual and by an authorized officer of the Company (other
than the Eligible Individual).


 


(iii)                            Notwithstanding
anything herein to the contrary, the Board or the Administrator may amend the
Policy (which amendment shall be effective upon its adoption or at such other
time designated by the Board or the Administrator, as applicable) at any time
as may be necessary to avoid the imposition of any additional taxes or
penalties under Section 409A; provided, however, that any such amendment
shall be implemented in such a


 


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manner as to preserve, to the greatest extent
possible, the terms and conditions of the Policy as in existence immediately
prior to any such amendment.


 


Section 7.                                          No
Implied Employment Contract


 


The Company and each Eligible Individual acknowledge that each Eligible
Individual’s employment is and shall continue to be at-will, as defined under
applicable law, and that the Policy shall not be deemed a contract of
employment.  If an Eligible Individual’s
employment terminates for any reason other than an Involuntary Termination, the
Eligible Individual shall not be entitled to any benefits, damages, awards or
compensation under Section 4 of the Policy, but may be entitled to
payments or benefits in accordance with the Company’s other established employee
plans and practices or pursuant to other agreements with the Company.


 


Section 8.                                          Successors


 


(a)                                  Company’s Successors.  Any successor to the Company (whether direct
or indirect and whether by purchase, merger, consolidation, liquidation or
otherwise) to all or substantially all of the Company’s business and/or assets
will assume the obligations under the Policy and agree expressly to perform the
obligations under the Policy in the same manner and to the same extent as the
Company would be required to perform such obligations in the absence of a
succession.  For all purposes under the
Policy, the term “Company” will include any successor to the Company’s business
and/or assets which executes and delivers the assumption agreement described in
this Section 8(a) or which becomes bound by the terms of the Policy
by operation of law or otherwise.


 


(b)                                  Eligible Individual’s Successors.  The terms of the Policy and all rights of the
Eligible Individual hereunder will inure to the benefit of, and be enforceable
by, the Eligible Individual’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.


 


Section 9.                                          Legal
Construction


 


The Policy is intended to be governed by and will be construed in
accordance with the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”) and, to the extent not
preempted by ERISA, the laws of the State of Delaware.


 


Section 10.                                   Claims,
Inquiries And Appeals


 


(a)                                  Applications
for Benefits and Inquiries.  Any application
for benefits, inquiries about the Policy or inquiries about present or future
rights under the Policy must be submitted to the Administrator in writing.


 


(b)                                  Denial
of Claims.  In the event that any
application for benefits is denied in whole or in part, the Administrator must
notify the applicant, in writing, of the denial of the application, and of the
applicant’s right to review the denial. 
The written notice of denial will be set forth in a manner designed to
be understood by the applicant and will include specific reasons for the
denial, specific references to the Policy provision upon which the denial is
based, a


 


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description of any information or material that the
Administrator needs to complete the review and an explanation of the Policy’s
review procedure.


 


This written notice will be given to the applicant within ninety (90)
days after the Administrator receives the application, unless special
circumstances require an extension of time, in which case, the Administrator
has up to an additional ninety (90) days for processing the application.  If an extension of time for processing is
required, written notice of the extension will be furnished to the applicant
before the end of the initial ninety (90) day period.


 


This notice of extension will describe the special circumstances
necessitating the additional time and the date by which the Administrator is to
render its decision on the application. 
If written notice of denial of the application for benefits is not
furnished within the specified time, the application will be deemed to be
denied.  The applicant will then be
permitted to appeal the denial in accordance with the Review Procedure
described below.


 


(c)                                  Request
for a Review.  Any person (or that
person’s authorized representative) for whom an application for benefits is
denied (or deemed denied), in whole or in part, may appeal the denial by
submitting a request for a review to the Administrator within sixty (60) days
after the application is denied (or deemed denied).  The Administrator will give the applicant (or
his or her representative) an opportunity to review pertinent documents in
preparing a request for a review.  A
request for a review will be in writing and will be addressed to:


 


AECOM Technology Corporation


555 South Flower
St.


Suite 3700


Los Angeles, CA
90071-2300


Attn: General
Counsel


 


A request for
review must set forth all of the grounds on which it is based, all facts in
support of the request and any other matters that the applicant feels are
pertinent.  The Administrator may require
the applicant to submit additional facts, documents or other material as it may
find necessary or appropriate in making its review.


 


(d)                                  Decision
on Review.  The Administrator will
act on each request for review within sixty (60) days after receipt of the
request, unless special circumstances require an extension of time (not to
exceed an additional sixty (60) days), for processing the request for a
review.  If an extension for review is
required, written notice of the extension will be furnished to the applicant
within the initial sixty (60) day period. 
The Administrator will give prompt, written notice of its decision to
the applicant.  In the event that the
Administrator confirms the denial of the application for benefits in whole or
in part, the notice will outline, in a manner calculated to be understood by
the applicant, the specific Policy provisions upon which the decision is
based.  If written notice of the
Administrator’s decision is not given to the applicant within the time
prescribed in this Subsection (d), the application will be deemed denied on
review.


 


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(e)                                  Rules and
Procedures.  The Administrator will
establish rules and procedures, consistent with the Policy and with ERISA,
as necessary and appropriate in carrying out its responsibilities in reviewing
benefit claims.  The Administrator may
require an applicant who wishes to submit additional information in connection
with an appeal from the denial (or deemed denial) of benefits to do so at the
applicant’s own expense.


 


(f)                                    Exhaustion
of Remedies.  No legal action for
benefits under the Policy may be brought until the claimant (i) has
submitted a written application for benefits in accordance with the procedures
described by Section 10(a) above, (ii) has been notified by the
Administrator that the application is denied (or the application is deemed
denied due to the Administrator’s failure to act on it within the established
time period), (iii) has filed a written request for a review of the
application in accordance with the appeal procedure described in Section 10(c) above
and (iv) has been notified in writing that the Administrator has denied
the appeal (or the appeal is deemed to be denied due to the Administrator’s
failure to take any action on the claim within the time prescribed by Section 10(d) above).


 


Section 11.                                   Basis
Of Payments To And From Policy


 


All benefits under the Policy will be paid by the Company.  The Policy will be unfunded, and benefits
hereunder will be paid only from the general assets of the Company.


 


Section 12.                                   Other
Policy Information


 


(a)                                  Employer
Identification Numbers.  The Employer
Identification Number assigned to the Company (which is the “Policy Sponsor” as that term is used in ERISA) by the
Internal Revenue Service is 61-1088522.


 


(b)                                  Agent
for the Service of Legal Process. 
The agent for the service of legal process with respect to the Policy is
AECOM Technology Corporation, 555 South Flower St., Suite 3700, Los
Angeles, CA 90071-2300.


 


(c)                                  Policy
Sponsor and Administrator.  The “Policy
Sponsor” and the “Administrator” of the Policy is AECOM Technology Corporation,
555 South Flower St., Suite 3700, Los Angeles, CA 90071-2300.  The Policy Sponsor’s and Administrator’s
telephone number is (213) 593-8000.  The
Administrator is the named fiduciary charged with the responsibility for
administering the Policy.


 


Section 13.                                   Miscellaneous


 


(a)                                  Notice.  Notices and all other communications
contemplated by the Policy will be in writing and will be deemed to have been
duly given either (i) when personally delivered or sent by facsimile or
other electronic transmission (including e-mail) or (ii) five (5) days
after being mailed by U.S. registered or certified mail, return receipt
requested and postage prepaid.  In the
case of the Eligible Individual, mailed notices shall be addressed to him or
her at the home address or facsimile number or e-mail address which he or she
most recently communicated to the Company in writing.  In the case of the Company, mailed notices or
notices sent by facsimile shall be addressed to its corporate headquarters, and
all notices shall be directed to the attention of its General Counsel.


 


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(b)                                  No Waiver.  The failure of a party to insist upon strict
adherence to any term of the Policy on any occasion shall not be considered a
waiver of such party’s rights or deprive such party of the right thereafter to
insist upon strict adherence to that term or any other term of the Policy.


 


(c)                                  Severability.  In the event that any one or more of the
provisions of the Policy shall be or become invalid, illegal or unenforceable
in any respect or to any degree, the validity, legality and enforceability of
the remaining provisions of the Policy shall not be affected thereby.  The parties intend to give the terms of the
Policy the fullest force and effect so that is any provision shall be found to
be invalid or unenforceable, the court reaching such conclusion may modify or
interpret such provision in a manner that shall carry out the parties’ intent
and shall be valid and enforceable.


 


(d)                                  Headings.  The headings of the sections hereof are
inserted for convenience only and shall not be deemed to constitute a part
hereof or to affect the meaning thereof.


 


(e)                                  Specific Performance.  If in the opinion of any court of competent
jurisdiction the covenants described in Section 5(c) of the Policy
are not reasonable in any respect, such court shall have the right, power and
authority to excise or modify such provision or provisions of this covenant as
to the court shall appear not reasonable and to enforce the remainder of the
covenant as so amended.  Any breach of
the covenants contained in Section 5(c) would irreparably injure the
Company.  Accordingly, the Company’s
remedies at law for a breach or threatened breach of any of the provisions of Section 5(c) would
be inadequate and, in the event of such a breach or threatened breach, the
Company may, without posting any bond, in addition to pursuing any other
remedies it may have in law or in equity, obtain equitable relief in the form
of specific performance, temporary restraining order, temporary or permanent
injunction or any other equitable remedy which may then be available against
the Eligible Individual from any court having jurisdiction over the matter,
restraining any further violation of the Policy by the Eligible Individual.


 


(f)                                    Creditor Status of Eligible Individuals.  In the event that any Eligible Individual
acquires a right to receive payments from the Company under the Policy such
right shall be no greater than the right of any unsecured general creditor of
the Company.


 


(g)                                 Facility of Payment.  If it shall be found that (i) an
Eligible Individual entitled to receive any payment under the Policy is
physically or mentally incompetent to receive such payment and to give a valid
release therefor, and (ii) another person or an institution is then
maintaining or has custody of such Eligible Individual, and no guardian,
committee, or other representative of the estate of such person has been duly
appointed by a court of competent jurisdiction, the payment may be made to such
other person or institution referred to in (ii) above, and the release
shall be a valid and complete discharge for the payment.


 


(h)                                 Withholding Taxes.  The Company may withhold from any amounts
payable under the Policy such federal, state and local taxes as may be required
to be withheld pursuant to any applicable law or regulation.


 


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SCHEDULE A


 


	
  Eligible Individual

  	
   

  	
  Severance Payment Multiple

  
	
   

  	
   

  	
   

  
	
  John Dionisio

  	
   

  	
  2 times

  
	
   

  	
   

  	
   

  
	
  Richard Newman

  	
   

  	
  2 times

  
	
   

  	
   

  	
   

  
	
  James Royer

  	
   

  	
  1.5 times

  
	
   

  	
   

  	
   

  
	
  Michael Burke

  	
   

  	
  1.5 times

  
	
   

  	
   

  	
   

  
	
  Francis Bong

  	
   

  	
  1.5 times

  
	
   

  	
   

  	
   

  
	
  Jane Chmielinski

  	
   

  	
  1.5 times

  
	
   

  	
   

  	
   

  
	
  Jim Jaska

  	
   

  	
  1.5 times

  
	
   

  	
   

  	
   

  
	
  Alan Krusi

  	
   

  	
  1.5 times

  
	
   

  	
   

  	
   

  
	
  Nigel Robinson

  	
   

  	
  1.5 times

  
	
   

  	
   

  	
   

  
	
  Fred Werner

  	
   

  	
  1.5 times

  



 


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