|AECOM filed this Form 10-Q on 02/06/2019|
STANDARD TERMS AND CONDITIONS FOR
PERFORMANCE EARNINGS PROGRAM
These Standard Terms and Conditions apply to any Award of Performance Earnings Program (PEP) units granted to an employee of the Company on or after March 1, 2017, under the AECOM Amended & Restated 2016 Stock Incentive Plan, as may be amended from time to time (the Plan), which are evidenced by a Term Sheet or an action of the Administrator that specifically refers to these Standard Terms and Conditions.
1. TERMS OF PEP UNITS
AECOM, a Delaware corporation (the Company), has granted to the Participant named in the term sheet (including Attachment A thereto) provided to said Participant herewith, otherwise provided electronically or included on the stock administrators online grant summary page (the Term Sheet) an opportunity to earn a target number of PEP units (the Award) specified in the Term Sheet. Each PEP unit represents the right to receive one share of the Companys Common Stock, $0.01 par value per share (the Common Stock), together with cash in an amount equivalent to dividends paid or made by the Company with respect to such share of Common Stock (a Dividend Equivalent), upon the terms and subject to the conditions set forth in the Term Sheet, these Standard Terms and Conditions, and the Plan, each as amended from time to time. For purposes of these Standard Terms and Conditions and the Term Sheet, any reference to the Company shall, unless the context requires otherwise, include a reference to any Subsidiary, as such term is defined in the Plan.
2. EARNOUT OF PEP UNITS
The number of PEP units earned under the Award shall be determined according to the Performance Objectives and Performance Earnout Schedule specified in the Term Sheet.
3. VESTING OF PEP UNITS
The Award shall not be vested as of the Grant Date set forth in the Term Sheet and shall be forfeitable unless and until otherwise vested pursuant to the terms of the Term Sheet and these Standard Terms and Conditions. After the Grant Date, subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Award shall become vested as described in the Term Sheet with respect to the number of PEP units earned as set forth in the Term Sheet; provided that (except as set forth in Section 5 below) the Participant does not experience a Termination of Employment (as defined in the Plan). Each date on which PEP units subject to the Award vest is referred to herein as a Vesting Date. Notwithstanding anything herein or in the Term Sheet to the contrary, if a Vesting Date is not a business day, the applicable portion of the Award shall vest on the prior business day. PEP units granted under the Award that have vested and are no longer subject to forfeiture are referred to herein as Vested Units. PEP units granted under the Award that are not vested and remain subject to forfeiture are referred to herein as Unvested Units. The vesting period of the Award may be adjusted by the Administrator to reflect the decreased level of employment during any period in which