|AECOM filed this Form 8-K on 06/28/2017|
b. Stock Payment: The Company will exercise its discretion under the AECOM Amended and Restated 2006 Stock Incentive Plan (the Plan) to provide Executive with accelerated pro rata vesting, as of the Separation Date, of Executives 2015 and 2016 Restricted Stock Unit (RSU) and Performance Earnings Program (PEP) awards, covering a total of 154,450 shares of AECOM stock (the Stock Payment). The approximate value of the Stock Payment (based on the last reported trading price of AECOMs stock on June 22, 2017) is $4,994,913. The accelerated vesting of these 2015 and 2016 RSU and PEP awards will be settled in shares of AECOM stock as described below, subject to all other terms and conditions of this Agreement and the Plan: (i) RSU15: 33,478 shares; (ii) RSU16: 25,402 shares; (iii) PEP15: 53,457 shares; and (iv) PEP16: 42,113 shares.
c. The Separation Payments will be provided to Executive subject to the terms and conditions noted in this Agreement, including but not limited to:
i. Executive will not be eligible to receive any portion of the Separation Payments unless Executive executes this Agreement within 21 days following the date Executive first receives this Agreement and does not revoke it.
ii. The Stock Payment will be vested and settled in shares of AECOM stock, and the net shares from Executives RSU and PEP payments, less any necessary deductions for income tax and other required withholdings, will be automatically deposited into Executives Merrill Lynch brokerage account approximately one week after vesting and settlement (meaning one week after the Separation Date) but in no event prior to the end of the Revocation Period.
iii. Executive agrees that the Separation Payments provided under this Agreement are greater than what Executive would be legally entitled to receive in the absence of this Agreement. Executive further agrees that Executive is not entitled to any further compensation or benefits, including any severance, separation payments, bonus, equity, or pay in lieu of any such compensation or benefit, from the Company or other AECOM-affiliated companies, except as provided in this Agreement, and that Executive is forfeiting all other rights to any current of future unvested RSU and PEP awards.
4. NON-COMPETITION AND NON-SOLICITATION
Executive agrees that he shall not at any time during the period commencing upon his receipt of this Agreement and extending until twelve (12) months following the Separation Date (the Restricted Period), directly or indirectly:
a. obtain any interest in, own, manage, operate, control, participate in, become connected with (whether as a stockholder (other than as a stockholder of less than five percent (5%) of the issued and outstanding stock of a publicly held corporation), joint venturer, officer, director, representative, partner, employee or consultant), or otherwise engage, invest or participate in any activity, project, contract, business, that shall compete with the Company Business(1) in any area or subject where Executive has worked on, supervised, assisted in or has special knowledge of such Company Business or similar activity for the Company;
(1) Company Business is defined in this Agreement as the business of professional technical and management support services.
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