APPOINTED BY THE BOARD TO SUCCEED THE EXECUTIVE (THE "NEW CEO").
DURING THIS TRANSITION PERIOD, THE NEW CEO SHALL TAKE ON THE DAY-TO-DAY
OPERATIONS AND LEADERSHIP OF THE COMPANY, INTERFACING WITH THE EXECUTIVE AS
APPROPRIATE IN THE BEST INTEREST OF CH2M HILL.
4.
EFFECTIVE AS SOON AS THE BOARD OF DIRECTORS ELECTS A NEW
CHAIRMAN TO SUCCEED THE EXECUTIVE, THE EXECUTIVE SHALL COMMENCE TRANSITION OF
HIS RESPONSIBILITIES AS THE CHAIRMAN OF THE BOARD.
5.
DURING THE TRANSITION PERIOD, CH2M HILL WILL FACILITATE THE
TRANSITION OF ALL OTHER OFFICERSHIP AND DIRECTORSHIPS THAT THE EXECUTIVE HOLDS
WITH CH2M HILL AFFILIATES, INCLUDING THE JOINT VENTURES AND SPECIAL PROJECT
COMPANIES.
6.
DURING THE TRANSITION PERIOD, CERTAIN OTHER TRANSITION
ARRANGEMENTS SHALL TAKE PLACE AS FOLLOWS:
A.
THE EXECUTIVE WILL FACILITATE AND CAUSE TO OCCUR, NO LATER THAN
BY END OF BUSINESS FRIDAY, SEPTEMBER 19, 2008 ALL CUSTOMARY AND APPROPRIATE
PUBLIC ANNOUNCEMENTS AND INTERNAL COMMUNICATIONS ABOUT THE EXECUTIVE'S DECISION
TO STEP DOWN AS CH2M HILL'S CEO, INCLUDING THE ANNOUNCEMENT OF THE APPOINTMENT
(EFFECTIVE JANUARY 1, 2009) OF THE NEW CEO.
B.
THE EXECUTIVE SHALL, AS SOON AS POSSIBLE AT THE START OF THE
TRANSITION PERIOD, ASSIST AND EFFECT THE RE-ASSIGNMENT AND DELEGATION OF THE
EXECUTIVE'S DUTIES AS CEO TO THE NEW CEO AND PROVIDE WHATEVER SUPPORT IS
NECESSARY AND APPROPRIATE TO FACILITATE A SMOOTH TRANSITION OF RESPONSIBILITIES.
C.
THE EXECUTIVE SHALL AS SOON AS PRACTICABLE AFTER THE BOARD'S
ELECTION OF THE NEW CHAIRMAN AND AS REQUESTED BY THE LEAD DIRECTOR COORDINATE
AND ASSIST WITH THE PROMPT TRANSITION OF ALL THE EXECUTIVE'S DUTIES AND
RESPONSIBILITIES AS CHAIRMAN, AND AS CHAIRMAN OR MEMBER OF EACH COMMITTEE OF THE
BOARD ON WHICH THE EXECUTIVE SERVES, TO THE NEW CHAIRMAN OF THE BOARD WHEN
ELECTED.
D.
IN ORDER TO ASSIST THE TRANSITION OF THE EXECUTIVE'S DUTIES AND
RESPONSIBILITIES AS CHAIRMAN AND AS A MEMBER OF VARIOUS BOARD COMMITTEES,
(I)
THE EXECUTIVE SHALL NOT VOTE OR
OTHERWISE ACTIVELY PARTICIPATE IN THE REGULARLY SCHEDULED NOVEMBER 2008 AND
FEBRUARY 2009 MEETINGS OF THE BOARD AND COMMITTEES THEREOF.
2
(II)
THE EXECUTIVE SHALL, OR CAUSE THE LEAD
DIRECTOR TO, CANCEL THE PLANNED 2008 BOARD RETREAT (THE BOARD RETREAT TO
RESCHEDULE FOR EARLY 2009).
7.
DURING THE EXECUTIVE'S SERVICE AS THE CHAIRMAN EMERITUS UNTIL
THE RETIREMENT DATE, THE EXECUTIVE WILL PERFORM SERVICES TO BE AGREED ON BEHALF
OF CH2M HILL, SUCH AS ACTING AS A MEMBER OF PUBLIC BODIES AND ORGANIZATIONS AND
OTHER ROLES AS REASONABLY REQUESTED FROM TIME TO TIME BY THE LEAD DIRECTOR, THE
MEMBERS OF THE BOARD, OR THE NEW CEO. NOTWITHSTANDING THE FOREGOING, THE
EXECUTIVE SHALL NOT BE REQUIRED TO COMMIT ANY MINIMUM LEVEL OF EFFORT (NUMBER OF
HOURS ON A WEEKLY, MONTHLY OR OTHER BASIS).
8.
UNTIL HIS RETIREMENT, THE EXECUTIVE SHALL CONTINUE TO REPRESENT
CH2M HILL BY WORDS AND ACTIONS IN THE MOST POSITIVE MANNER, CONSISTENT WITH THE
VALUES OF CH2M HILL AND ITS OBLIGATIONS TO ITS EMPLOYEE-SHAREHOLDERS, OTHER
EMPLOYEES AND STAKEHOLDERS.
II.
COMPENSATION and BENEFITS; EMPLOYMENT AT-WILL.
1.
Employment At-Will. As has been the case during the