Aecom Merger Corp Sample Contracts

Aecom Merger Corp – UNDERWRITING AGREEMENT (July 2nd, 2002)

Exhibit 1.1 8,800,000 Shares AECOM Merger Corporation CLASS B COMMON STOCK (PAR VALUE $.001 PER SHARE) UNDERWRITING AGREEMENT __________, 2002 _____________, 2002 Morgan Stanley & Co. Incorporated Credit Suisse First Boston Corporation Lehman Brothers Inc. Banc of America Securities LLC Bear, Stearns & Co. Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Mesdames: AECOM Merger Corporation, a Delaware corporation, proposes to issue and sell to the several Underwriters named in Schedule I hereto (the "Underwriters") 8,800,000 shares (the "Firm Shares") of its Class B Common Stock, par value $.001 per share (the "Class B Common Stock"). AECOM Merger Corporation also proposes to

Aecom Merger Corp – 2002 STOCK PURCHASE PLAN (May 3rd, 2002)

Exhibit 10.23 AECOM TECHNOLOGY CORPORATION 2002 STOCK PURCHASE PLAN TABLE OF CONTENTS Page ARTICLE I Scope of Plan and Definitions.............................. 1 ARTICLE II Participation and Credits.................................. 4 ARTICLE III Payment of Benefits........................................ 7 ARTICLE IV Administration of Plan..................................... 9 ARTICLE V Amendment and Termination.................................. 10 ARTICLE VI Miscellaneous Provisions................................... 11 -i- ARTICLE I Scope of Plan and Definiti

Aecom Merger Corp – STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS (March 29th, 2002)

Exhibit 10.6 AMENDED AND RESTATED AECOM TECHNOLOGY CORPORATION STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS ----------------------------------------------- ARTICLE I. GENERAL PROVISIONS 1. PURPOSE ------- The purpose of this Amended and Restated AECOM Technology Corporation Stock Incentive Plan For Non-Employee Directors (the "Plan") is to provide each Director with the ability to increase his or her proprietary interest in the Company's long-term prospects by providing for the grant of options to purchase AECOM Common Stock to Directors. 2. DEFINITIONS ----------- The following definitions shall be applicable throughout the Plan: (a) "Act" means the Securities Act of 1933, as amended from time to time. (b) "Agreement" means a written agr

Aecom Merger Corp – MANAGEMENT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (February 11th, 2002)

Exhibit 10.17 FIRST AMENDMENT TO AECOM TECHNOLOGY CORPORATION MANAGEMENT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN EFFECTIVE JULY 1, 1998 THIS AMENDMENT, by AECOM Technology Corporation, hereinafter sometimes referred to as the "Company," is made with reference to the following facts: Effective July 1, 1998, AECOM Technology Corporation adopted the AECOM Technology Corporation Management Supplemental Executive Retirement Plan, Effective July 1, 1998 which reserves to the Board of Directors of AECOM Technology Corporation the right to amend said Plan (Section 4.1 thereof). The Company has executed this First Amendment for the purpose of amending said Plan in the manner hereinafter provided. NOW, THEREFORE, the AECOM Technology Corporation Management Supplemental Executive Retirement Plan, Effective July 1, 1998 is

Aecom Merger Corp – MANAGEMENT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (February 11th, 2002)

Exhibit 10.16 AECOM TECHNOLOGY CORPORATION MANAGEMENT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Effective July 1, 1998 AECOM TECHNOLOGY CORPORATION MANAGEMENT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN I. Establishment and Purpose 1.1 Effective July 1, 1998, AECOM Technology Corporation has established this Management Supplemental Executive Retirement Plan ("Plan") to supplement the retirement benefits payable to certain employees under the AECOM Pension Plan. This Plan is intended to be an unfunded plan maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees described in Section 201(2) of ERISA. II. Definitions 2.1 Actuarial Equivalent has t

Aecom Merger Corp – FIRST AMENDMENT TO (February 11th, 2002)

Exhibit 10.19 FIRST AMENDMENT TO AECOM TECHNOLOGY CORPORATION EXCESS BENEFIT PLAN THIS AMENDMENT, by AECOM Technology Corporation, hereinafter sometimes referred to as the "Company," is made with reference to the following facts: Effective July 1, 1998 AECOM Technology Corporation adopted the AECOM TECHNOLOGY CORPORATION EXCESS BENEFIT PLAN, which reserves to the Board of Directors of AECOM Technology Corporation the right to amend said Plan (Section 4.1 thereof). The Company has executed this First Amendment for the purpose of amending said Plan in the manner hereinafter provided. NOW, THEREFORE, the AECOM TECHNOLOGY CORPORATION EXCESS BENEFIT PLAN is hereby amended as follows, effective July 1, 1998: I. Section 3.1 (b) is hereby amended in its entirety as follows: "A Participant wh

Aecom Merger Corp – SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, (February 11th, 2002)

Exhibit 10.12 FIRST AMENDMENT TO AECOM TECHNOLOGY CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, DATED OCTOBER 1, 1992 THIS AMENDMENT, by AECOM Technology Corporation, hereinafter sometimes referred to as the "Company," is made with reference to the following facts: Effective October 1, 1992, AECOM Technology Corporation adopted the AECOM Technology Corporation Supplemental Executive Retirement Plan, Dated October 1, 1992 which reserves to the Board of Directors of AECOM Technology Corporation the right to amend said Plan (Section 4.1 thereof). The Company has executed this First Amendment for the purpose of amending said Plan in the manner hereinafter provided. NOW, THEREFORE, the AECOM Technology Corporation Supplemental Executive Retirement PLAN, Dated October 1, 1992 is hereby amended as follows, e

Aecom Merger Corp – STOCK PURCHASE PLAN (February 11th, 2002)

EXHIBIT 10.7 AECOM TECHNOLOGY CORPORATION STOCK PURCHASE PLAN RESTATED AS OF APRIL 7, 1999 AECOM TECHNOLOGY CORPORATION STOCK PURCHASE PLAN TABLE OF CONTENTS ----------------- Article Heading Page ------- ------- ---- ONE Scope of Plan and Definitions................................. 1 TWO Participation and Credits..................................... 4 THREE Payment of Benefits........................................... 8 FOUR Administration of Plan........................................ 11 FIVE

Aecom Merger Corp – SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, (February 11th, 2002)

Exhibit 10.14 FIRST AMENDMENT TO AECOM TECHNOLOGY CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, THIS AMENDMENT, by AECOM Technology Corporation, hereinafter sometimes referred to as the "Company," is made with reference to the following facts: Effective July 1, 1996, AECOM Technology Corporation adopted the AECOM Technology Corporation Supplemental Executive Retirement Plan, which reserves to the Board of Directors of AECOM Technology Corporation the right to amend said Plan (Section 4.1 thereof). The Company has executed this First Amendment for the purpose of amending said Plan in the manner hereinafter provided. NOW, THEREFORE, the AECOM Technology Corporation Supplemental Executive Retirement Plan is hereby amended as follows, effective July 1, 1998: I. The first clause of Section 3.1

Aecom Merger Corp – SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (February 11th, 2002)

Exhibit 10.13 AECOM TECHNOLOGY CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Effective July 1, 1996 Restatement 1997 AECOM TECHNOLOGY CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN I. Establishment and Purpose 1.1 Effective July 1, 1996, AECOM Technology Corporation has established this Supplemental Executive Retirement Plan ("Plan") to supplement the retirement benefits payable to certain employees under the AECOM Pension Plan. This Plan is intended to be an unfunded plan maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees described in Section 201(2) of ERISA. 1.2 Effective Novemb

Aecom Merger Corp – FIRST AMENDMENT TO LEASE AGREEMENT (February 11th, 2002)

EXHIBIT 10.4 FIRST AMENDMENT TO LEASE AGREEMENT -------------------------------------------------------------------------------- THIS FIRST AMENDMENT TO LEASE AGREEMENT ("First Amendment") is entered into on September __, 2001 by and between SHUWA INVESTMENTS CORPORATION, a California corporation ("Landlord"), and Daniel, Mann, Johnson & Mendenhall Inc., a California corporation ("DMJM") and AECOM Technology, Inc., a Delaware corporation ("AECom"). Together, DMJM and AECOM are referred to herein as "Tenant". RECITALS: -------- A. Landlord and Tenant are parties to that certain Lease Agreement (the "Lease Agreement") dated June 1, 2001 for the Premises (as defined in the Lease) in the Project (as defined in the Lease) located in Los Angeles California and commonly known as "Arco Plaza". The Premises consists o

Aecom Merger Corp – STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS (February 11th, 2002)

Exhibit 10.6 AECOM TECHNOLOGY CORPORATION STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS ----------------------------------------------- ARTICLE I. GENERAL PROVISIONS ------------------------------ 1. PURPOSE ------- The purpose of this AECOM Technology Corporation Stock Incentive Plan For Non-Employee Directors (the "Plan") is to provide each Director with the ability to increase his or her proprietary interest in the Company's long- term prospects by providing for the grant of options to purchase AECOM Common Stock to Directors. 2. DEFINITIONS ----------- The following definitions shall be applicable throughout the Plan: (a) "Act" means the Securities Act of 1933, as amended from time to time. (b) "Agreement" means a written agreement setting

Aecom Merger Corp – SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, (February 11th, 2002)

Exhibit 10.11 AECOM TECHNOLOGY CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, DATED OCTOBER 1, 1992 FKA AECOM TECHNOLOGY CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 1996 and 1997 Restatements AECOM TECHNOLOGY CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, DATED OCTOBER 1, 1992 I. Establishment and Purpose 1.1 Effective October 1, 1992, AECOM Technology Corporation established this Supplemental Executive Retirement Plan ("Plan") to supplement the retirement benefits payable to certain employees under the AECOM Pension Plan. The Plan was amended on December 30, 1994 by Amendment Number One. This Plan is intended to be an unfunded pla

Aecom Merger Corp – CONSULTING AGREEMENT (February 11th, 2002)

Exhibit 10.20 CONSULTING AGREEMENT __________ This Agreement is entered into by and between AECOM Technology Corporation (the "Company") a Delaware corporation with headquarters in Los Angeles, California and John W. Downer ("Downer"). I. RECITALS -------- 1.01 Former Employee and Consultant. Downer has been a valued executive and ------------------------------ Group Chairman of Guy Maunsell International Limited, a member of the Maunsell Group which was recently merged with a wholly owned subsidiary of the Company. Downer has acquired substantial expertise in the areas of Maunsell and the Company's business and professional activities and is agreeable to a consulting role with the Company. 1.02 Company's Need for Future Services. The Compa

Aecom Merger Corp – MANAGEMENT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (February 11th, 2002)

Exhibit 10.15 AECOM TECHNOLOGY CORPORATION MANAGEMENT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Effective July 1, 1996 AECOM TECHNOLOGY CORPORATION MANAGEMENT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN I. Establishment and Purpose 1.1 Effective July 1, 1996, AECOM Technology Corporation has established this Management Supplemental Executive Retirement Plan ("Plan") to supplement the retirement benefits payable to certain employees under the AECOM Pension Plan. This Plan is intended to be an unfunded plan maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees described in Section 201(2) of ERISA. II. Definitions 2.1 Actuarial Equivalent mean

Aecom Merger Corp – SECOND AMENDMENT TO OFFICE LEASE (February 11th, 2002)

EXHIBIT 10.5 SECOND AMENDMENT TO OFFICE LEASE -------------------------------------------------------------------------------- This Second Amendment to Lease, ("Amendment") dated for reference purposes only October 22, 2001 is made by and between SHUWA INVESTMENTS CORPORATION, a California corporation ("Landlord"), and Daniel, Mann, Johnson & Mendenhall Inc., a California corporation ("DMJM") and AECOM Technology, Inc., a Delaware corporation ("AeCom" together with DMJM, "Tenant"). This Amendment amends that certain lease (including this amendment and all prior amendments thereto, the "Lease") dated June 13, 2001 by and between Landlord and Tenant pursuant to which Tenant leases certain space (the "Premises") in the building Project commonly known as "Arco Plaza" building located in Los Angeles California. All capitalized terms used but not defined herein shall have the same meaning as

Aecom Merger Corp – PRIVATE SHELF AGREEMENT (February 11th, 2002)

Exhibit 10.2 -------------------------------------------------------------------------------- AECOM Technology Corporation ---------------- PRIVATE SHELF AGREEMENT up to the equivalent of $75,000,000 Senior Notes ---------------- Dated as of July 6, 2001 -------------------------------------------------------------------------------- TABLE OF CONTENTS SECTION PAGE NO. ------- -------- 1. Authorization Of Issue Of Notes................................ 1 2A. Intentionally Omitted.......................................... 2 2B. Purchase And Sale Of Notes........................