AECOM TECHNOLOGY CORPORATION
TERMS AND CONDITIONS FOR
NON-QUALIFIED STOCK OPTIONS
These Standard Terms and Conditions apply to any Options granted on or after August 28, 2008 under the AECOM Technology Corporation 2006 Stock Incentive Plan which are evidenced by a Term Sheet or an action of the Administrator that specifically refers to these Standard Terms and Conditions.
AECOM Technology Corporation, a Delaware corporation (the Company), has granted to the Optionee named in the Term Sheet provided to said Optionee herewith (the Term Sheet) a non-qualified stock option (the Option) to purchase up to the number of shares of the Companys Common Stock, $0.01 par value per share (the Common Stock), set forth in Term Sheet, at the purchase price per share and upon the other terms and subject to the conditions set forth in the Term Sheet, these Standard Terms and Conditions (as amended from time to time), and the Plan specified in the Term Sheet (the Plan). For purposes of these Standard Terms and Conditions and the Term Sheet, any reference to the Company shall include a reference to any Subsidiary, as such term is defined in the Plan.
The Option is not intended to be an incentive stock Option under Section 422 of the Internal Revenue Code of 1986, as amended (the Code) and will be interpreted accordingly.
The Option shall not be exercisable as of the Grant Date set forth in the Term Sheet. After the Grant Date, to the extent not previously exercised, and subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Option shall be exercisable to the extent it becomes vested, as described in the Term Sheet, to purchase up to that number of shares of Common Stock as set forth in the Term Sheet provided that (except as set forth in Section 4) Optionee remains employed with the Company and does not experience a termination of employment. The vesting period and/or exercisability of the Option shall be adjusted by the Administrator to reflect the effects of any period during which the Optionee is on an approved leave of absence or is employed on a less than full time basis, provided that no such adjustment may be made which would result in an accounting charge to the Company.
To exercise the Option (or any part thereof), Optionee shall deliver a Notice of Exercise to the Company specifying the number of whole shares of Common Stock Optionee wishes to purchase and how Optionees shares of Common Stock should be registered (in Optionees name only or in Optionees and Optionees spouses names as community property, as joint tenants with right of survivorship, or such other form of
personal ownership allowed by the Company in the Optionees locality or state of residence).
The exercise price (the Exercise Price) of the Option is set forth in the Term Sheet. The Company shall not be obligated to issue any shares of Common Stock until Optionee shall have paid the total Exercise Price for that number of shares of Common Stock. The Exercise Price may be paid in cash or by certified or cashiers check. In addition, the Administrator may permit the Exercise Price to be paid:
A. Broker Assisted: By payment under an arrangement with a broker where payment is made pursuant to an irrevocable commitment by a broker to deliver in the future all or part of the proceeds from the sale of the Option shares to the Company.
B. Share Tender: By tendering (either physically or by attestation) shares of Common Stock owned by the Optionee and having a fair market value on the date of exercise equal to the Exercise Price but only if such tender will not result in an accounting charge to the Company.
C. Cashless: By the Company withholding from the shares of Common Stock otherwise issuable to the Optionee upon the exercise of the Option (or portion thereof) the whole number of shares (rounded down) having a fair market value on the date of exercise sufficient to satisfy the Exercise Price. If the withheld shares are not sufficient to pay the Exercise Price, the Optionee shall pay to the Company on the date of exercise any amount of the Exercise Price that is not satisfied by the withholding of shares of Common Stock described above and if the withheld shares are more than sufficient to satisfy the Exercise Price the Company shall make such arrangement as it determines appropriate to credit such amount for the Optionees benefit.
D. Combination: By any combination of the foregoing or in such other form(s) of consideration as the Administrator (as defined in the Plan) in its discretion shall specify.
Fractional shares may not be exercised. Shares of Common Stock will be issued as soon as practical after exercise. Notwithstanding the above, the Company shall not be obligated to deliver any shares of Common Stock during any period when the Company determines that the exercisability of the Option or the delivery of shares hereunder would violate any federal, state or other applicable laws.
Except as provided in this Section 4, the Option shall expire and cease to be exercisable as of the Expiration Date set forth in the Term Sheet. For purposes of the Option, termination of employment means ceasing to serve as a full-time employee of the Company and its Subsidiaries, except that (i) the Administrator may determine, subject to the Plan, that an approved leave of absence or approved employment on a less than full-time basis is not considered a termination of employment, (ii) the Administrator may
determine that a transition of employment to service with a partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Company or a Subsidiary is a party is not considered a termination of employment, and (iii) service as a member of the Board shall constitute continued employment with respect to the Option.
A. Upon the date of a termination of employment for any reason other than a termination of employment by the Company for Cause, (i) any part of the Option that is unexercisable as of such termination date shall remain unexercisable and shall terminate as of such date, and (ii) any part of the Option that is exercisable as of the date of termination shall be exercisable by the Option (or, in the case of the Optionees death, the Optionees estate, heir or beneficiary) at any time during the one (1) year following the date of termination and shall terminate at the end of such one (1) year period.
B. Upon the date of an Optionees termination of employment for Cause, the Option, to the extent unexercised as of the day prior to the date of such termination, shall terminate as of the date of termination.
Notwithstanding anything herein to the contrary, if at the time that the Option would otherwise expire pursuant to this Section 4 (other than in connection with a termination of employment by the Company for Cause), the Optionee is prohibited from exercising the Option because such an exercise would, in the opinion of counsel to the Company, violate applicable securities laws, the period during which the Option may be exercised shall automatically be extended until the date that is thirty (30) days following the first date on which the exercise of the Option would no longer violate applicable securities laws.
The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Optionee or other subsequent transfers by the Optionee of any shares of Common Stock issued as a result of the exercise of the Option, including without limitation (a) restrictions under an insider trading policy or pursuant to applicable law, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Optionee and holders of other Company equity compensation arrangements, (c) restrictions in connection with any underwritten public offering by the Company of the Companys securities pursuant to an effective registration statement filed under the Securities Act of 1933, (d) restrictions as to the use of a specified brokerage firm for such resales or other transfers, and (e) provisions requiring Shares to be sold on the open market or to the Company in order to satisfy tax withholding or other obligations.
At no time will the Optionee will have the right to require the Company to purchase from the Optionee any Shares acquired by the Optionee under the Option. Any Shares acquired by the Optionee under the Option may not be repurchased by the Company for a
period of six (6) months following the date on which the Optionee acquired such Shares pursuant to the Option.
Upon the Optionees termination of employment for any or no reason (including death or disability) at any time prior to the consummation of an underwritten public offering by the Company of the Companys securities pursuant to an effective registration statement filed under the Securities Act of 1933, any Shares acquired by such Optionee under the Option shall be subject to a right (but not an obligation) of repurchase in favor of the Company. The Companys right of repurchase with respect to Shares acquired by the Optionee under the Option shall be exercisable during the ninety (90) day period immediately following the later of (i) the date of the Optionees termination of employment or (ii) 6 months following the date on which the Optionee acquired such Shares pursuant to the Option, in each case, by delivery of written notice to the Optionee (which notice shall set forth a date, within thirty (30) days of the date of the notice, on which the repurchase is to be effected). The Companys right of repurchase with respect to Shares shall lapse upon the consummation of an underwritten public offering by the Company of the Companys securities pursuant to an effective registration statement filed under the Securities Act of 1933 or upon expiration of the above referenced ninety (90) day period. If the Company exercises its right of repurchase with respect to Shares acquired under the Option it shall pay the Optionee, at the closing of such repurchase, an amount equal to the fair market value of the Shares on the notice date. At the closing of any repurchase pursuant to this Section 5, the Optionee shall deliver to the Company stock certificates duly endorsed for transfer, or accompanied by duly executed stock powers, representing all of the Shares being sold, free and clear of all claims, liens, or encumbrances from any third parties together with such other documentation as the Companys legal counsel may reasonably require.
The Optionee will be subject to federal and state income and other tax withholding requirements on the date (generally, the date of exercise) determined by applicable law, based on the excess of the fair market value of the shares of Common Stock underlying the portion of the Option that is exercised over the Exercise Price. The Optionee will be solely responsible for the payment of all U.S. federal income and other taxes, including any state, local or non-U.S. income or employment tax obligation that may be related to the exercise of the Option, including any such taxes that are required to be withheld and paid over to the applicable tax authorities (the Tax Withholding Obligation), if any. The Optionee will be responsible for the satisfaction of such Tax Withholding Obligation in a manner acceptable to the Company in its sole discretion.
The Company may refuse to issue any shares of Common Stock to the Optionee until the Optionee satisfies the Tax Withholding Obligation, if any. The Optionee acknowledges that the Company has the right to retain without notice from shares issuable upon exercise of the Option (or any portion thereof) or from salary or other amounts payable to the Optionee, shares or cash having a value sufficient to satisfy the Tax Withholding Obligation, if any.
The Optionee is ultimately liable and responsible for all taxes owed by the Optionee in connection with the Option, regardless of any action the Company takes or any transaction pursuant to this Section 6 with respect to any tax withholding obligations that arise in connection with the Option. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or exercise of the Option or the subsequent sale of any of the shares of Common Stock acquired upon exercise of the Option. The Company does not commit and is under no obligation to structure the Option to reduce or eliminate the Optionees tax liability.
Unless otherwise provided by the Administrator, the Optionee may not assign or transfer the Option to anyone other than by will or the laws of descent and distribution and the Option shall be exercisable only by the Optionee during his or her lifetime. The Company may cancel the Optionees Option if the Optionee attempts to assign or transfer it in a manner inconsistent with this Section 7.
In addition to these Terms and Conditions, the Option shall be subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms not otherwise defined herein are defined in the Plan.
The Term Sheet, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Optionee and the Company regarding the Option. Any prior agreements, commitments or negotiations concerning the Option are superseded.
Neither the Optionee (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Optionee shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Term Sheet or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall have been issued to such person upon exercise of the Option or any part of it. Nothing in the Plan, in the Term Sheet, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Optionee any right to continue in the Companys employ or service nor limit in any way the Companys right to terminate the Optionees employment at any time for any reason.
All notices, requests, demands and other communications pursuant to these Standard Terms and Conditions shall be in writing and shall be deemed to have been duly given if personally delivered, telexed or telecopied to, or, if mailed, when received by, the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):
If to the Company to:
AECOM Technology Corporation
515 South Flower Street 3rd Floor
Los Angeles, CA 90071-2201