give CH2M HILL 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.
ARTICLE VI
CHANGE IN CONTROL
Notwithstanding any requirements contained in this Plan or any Award grant, all
outstanding Awards shall become immediately payable at two times the Target
Bonus in cash upon the occurrence of a Change in Control event, and shall be
paid to Participants no later than
the December 31st of the calendar year in which the Change in Control occurred,
or the first date it is administratively feasible to make the payment, if later.
ARTICLE VII
TERMINATION OF AFFILIATION
7.1
RETIREMENT.
IF A PARTICIPANT SEPARATES
FROM SERVICE,
WITHIN THE MEANING OF CODE § 409A, (RETIRES) AFTER ATTAINMENT OF
AGE 55 WHILE HOLDING PLAN AWARDS, AND PROVIDED THAT SUBSEQUENT TO SUCH
SEPARATION FROM SERVICE HE/SHE DOES NOT AFFILIATE WITH A COMPETITOR (DIRECTLY OR
INDIRECTLY AS AN EMPLOYEE, CONSULTANT, DIRECTOR, OFFICER, OR SHAREHOLDER OF MORE
THAN 5% OF EQUITY), THE PARTICIPANT SHALL BE ENTITLED TO THE PAYOUTS OF ALL
OUTSTANDING AWARDS.
NOTWITHSTANDING THE FOREGOING, THE PAYOUTS WILL BE PRORATED
TO THE ACTUAL PERIOD THAT THE PARTICIPANT ACTUALLY WORKED FOR CH2M HILL IN THE
YEAR WHEN THE AWARD WAS MADE, IF THE PARTICIPANT DID NOT WORK FOR THAT ENTIRE
YEAR. THE PAYOUT(S) WILL BE MADE AT THE TIME EACH OUTSTANDING AWARD PAYOUT IS
DUE FOR EACH PROGRAM.
IT WILL BE MADE 100% IN CASH AND WILL BE CALCULATED
PRORATA FOR THE TIME THAT THE PARTICIPANT ACTUALLY PARTICIPATED IN EACH PROGRAM,
BASED ON THE ACTUAL CH2M HILL AVAILABLE FUNDS AND/OR OTHER PERFORMANCE GOALS AS
OF THE END OF EACH RELEVANT PROGRAM PERIOD.
7.2
DEATH.
IF A PARTICIPANT DIES WHILE EMPLOYED
BY CH2M HILL, PAYOUTS OF ALL HIS/HER OUTSTANDING AWARDS WILL BE MADE PRORATA TO
THE ACTUAL PERIOD WORKED FOR CH2M HILL DURING THE FIRST YEAR OF EACH OUTSTANDING
AWARD PROGRAM TO THE PERSONAL REPRESENTATIVE OF THE PARTICIPANT'S ESTATE OR THE
DESIGNATED BENEFICIARY OR OTHER PERSON OR PERSONS WHO SHALL HAVE ACQUIRED
ENTITLEMENT TO EARNED BENEFITS UNDER THE PLAN BY BEQUEST OR INHERITANCE
(HEREAFTER, "BENEFICIARY") AS PROVIDED IN SECTION 4.5 OF THE PLAN. SUCH PAYOUT
WILL BE MADE 100% IN CASH AND WILL BE CALCULATED PRORATA FOR THE TIME THAT THE
PARTICIPANT ACTUALLY PARTICIPATED IN EACH PROGRAM, BASED ON HYPOTHETICAL
AVAILABLE FUNDS AND OTHER PERFORMANCE GOAL LEVELS FOR THE NOT YET COMPLETED
PROGRAM PERIODS, DERIVED BY ASSUMING THAT AVAILABLE FUNDS AND OTHER PERFORMANCE
GOALS THROUGH THE END OF EACH PROGRAM PERIOD FOR EACH OUTSTANDING AWARD, WOULD
BE PROPORTIONATE TO THE PERFORMANCE AS OF THE TIME OF DEATH, INCLUDING
CONSIDERATION OF PROJECTED PERFORMANCE IN OUT-YEARS WHERE APPROPRIATE.
THE
COMMITTEE'S DETERMINATION WITH RESPECT TO PAYOUT AMOUNTS BASED ON THE ABOVE
CRITERIA SHALL BE FINAL AND BINDING ON THE BENEFICIARY.
7.3
DISABILITY.
UPON THE PARTICIPANT'S
SEPARATION FROM SERVICE, WITHIN THE MEANING OF CODE § 409A, WITH CH2M HILL BY
REASON OF DISABILITY, PAYOUTS OF THE PARTICIPANT'S PRORATA SHARE OF ALL HIS/HER
OUTSTANDING AWARDS (BASED ON THE ACTUAL