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 means a benefit of equivalent value, calculated
--------------------
using the 1971 GAM Table (75% Male, 25% female) and an 8-1/2% interest
rate; however, when calculating an Actuarial Equivalent lump sum
benefit under Section 3.5(b)(1) or 3.6, the guaranteed installment
options under Section 3.5(b)(2) or the annuity value under Section
3.1(b)(2), mortality shall be determined using the 1983 GAM Table and
the interest rate shall be equal to the sum of the rate on 10-year
U.S. Treasury notes in effect on the first day of the Plan Year
preceding or coincident with the Retirement Date plus 50 basis points.
2.2 AECOM Pension Plan means the AECOM Technology Corporation Pension
------------------
Plan, as amended from time to time.
2.3 Beneficiary means the person(s) designated by the Participant in
-----------
writing to receive the remaining installments under the five- or ten-
year guaranteed installment option if the Participant dies before
receiving all installments. The Participant may change the Beneficiary
at any time by submitting a signed written designation to the
Committee. If the designated Beneficiary fails to survive the
Participant and the Participant has not designated a successor
Beneficiary, the remaining installment payments shall be paid to the
Participant's surviving spouse, or if there is no spouse, his
surviving descendants by right of representation or if there are none,
his estate. If the Beneficiary survives the Participant, but dies
before receiving all remaining installments, the remaining
installments shall be paid to the Beneficiary's estate.
2.4 Board of Directors means the Board of Directors of the Company.
------------------
2
2.5 Change of Control shall be deemed to occur when any person (as defined
-----------------
in Section 13(d) of the Securities Exchange Act of 1934), other than
the Company or any subsidiary or employee benefit plan or trust
maintained by the Company, shall become the "beneficial owner" (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934),
directly or indirectly, of more than 25% of the common stock of the
Company outstanding at the time, without the prior approval of the
Board of Directors. A Participant's employment is deemed to have been
terminated on account of Change of Control if he is involuntarily
terminated by the Company within 36 months following a Change of
Control.
2.6 Code means the Internal Revenue Code of 1986, as amended from time to
----
time.
2.7 Committee means the Pension Committee or such other committee
---------
designated or appointed by the Board of Directors to administer the
Plan.
2.8 Company means AECOM Technology Corporation.
-------
2.9 Constructive Termination means a voluntary termination of employment
------------------------
by the Participant within 36 months following a Change of Control if
(a) the Participant is demoted by a change in his title,
responsibilities, duties, support services, etc.; (b) the sum of the
Participant's salary, bonus, and incentive pay is materially reduced;
or (c) the Participant's aggregate benefits (including retirement,
welfare and fringe benefits) are materially reduced, other than as a
result of legislation.
2.10 Disability has the same meaning as under the AECOM Pension Plan.
----------
2.11 Early Retirement Date means the first date on which a Participant has
---------------------
attained age 55 and has been a Participant for 36 months.
2.12 Effective Date means July 1, 1996.
--------------
2.13 ERISA means the Employee Retirement Income Security Act of 1974, as
-----
amended from time to time.
2.14 Normal Retirement Age means the first date on which a Participant has
---------------------
attained age 62 and has been a Participant for 36 months.
2.15 Participant refers to an employee of the Company who (a) is a member
-----------
of a select group of management or highly compensated employees
(within the meaning of Section 201(2) of ERISA), (b) has completed at
least 5 Years of Service, (c) is at least 50 years old, (d) has a date
of hire or adjusted date of hire if later) on or after March 1, 1996,
and (e) has been selected by the Board of Directors to participate in
this Plan. The Committee shall maintain a record of Participants.
2.16 Plan Administrator means the Committee.
------------------
3
2.17 Plan Year means the twelve-month period ending on September 30, with
---------
the first Plan Year beginning July 1, 1996 and ending September 30,
1996.
2.18 Retirement Date means the first day of the month following a
---------------
Participant's termination of employment for any reason, including
death.
2.19 Spouse means the person to whom the Participant is married on his
------
Retirement Date or on his date of death, if earlier.
2.20 Unlimited AECOM Pension Plan Benefit means the annual benefit the
------------------------------------
Participant would have received under the AECOM Pension Plan if:
(a) Code Sections 401(a)(17) and 415 did not apply;
(b) the benefit was paid as a single life annuity commencing on the
Participant's Retirement Date;
(c) there was no actuarial reduction in the AECOM Pension Plan for
commencement of benefits at age 62 or later; and
(d) the AECOM Pension Plan permitted retirement at any age.
2.21 Year of Service means a year of Credited Service as defined in the
---------------
AECOM Pension Plan.
III. Retirement and Death Benefits
3.1 Normal Retirement Benefits
--------------------------
A Participant who terminates employment with the Company on or
after attaining Normal Retirement Age and who executes the agreement
not to compete described in Section 3.7 shall be entitled to an annual
benefit which is equal to (a) minus (b):
(a) the Participant's Unlimited AECOM Pension Plan Benefit;
(b) the sum of (1) and (2)
(1) The annual benefit payable to the Participant under the
AECOM Pension Plan determined as though benefits were
being paid as a single life annuity commencing on the
Participant's Retirement Date.
4
(2) The Credit from the following table, converted to an
Actuarial Equivalent single life annuity commencing on
the Participant's Retirement Date.
For Retirement Date in ESOP Participation
Plan Year Ending in: Commencing in Plan Year
Beginning in:
1996 1997
1997 $ 8,800 $ 0
1998 17,800 8,800
1999 18,700 9,300
2000 19,600 9,700
2001 and later 19,600* 9,700*
* plus 5% compounded annually
3.2 Early Retirement Benefits
-------------------------
A Participant who terminates employment on or after his Early
Retirement Date and before attaining Normal Retirement Age and who
executes the agreement not to compete described in Section 3.7 shall
be entitled to an annual benefit equal to (a) minus (b), where (a) is
an annual benefit equal to the benefit determined under Section
3.1(a), reduced 1/180th for each month by which the Participant's age
on his Retirement Date is less than 62, and (b) is the benefit
determined under Section 3.1(b).
3.3 Termination of Employment
-------------------------
(a) A Participant who terminates employment with the Company prior to
his Early Retirement Date (other than on account of Disability,
Change of Control or Constructive Termination) shall not be
entitled to any benefits under this Plan.
(b) A Participant who terminates employment with the Company prior to
his Early Retirement Date on account of Disability, Change of
Control or Constructive Termination is entitled to an annual
benefit which is equal to (1) minus (2):
(1) The Actuarial Equivalent of the Unlimited AECOM Pension Plan
Benefit payable at his Early Retirement Date;
(2) The sum of (A) and (B):
5
(A) The Actuarial Equivalent of the annual benefit payable
to the Participant under the AECOM Pension Plan as a
single life annuity commencing on his Early Retirement
Date.
(B) The single life annuity described in Section 3.1(b)(2).
(c) A Participant whose employment is terminated for cause shall not
be entitled to any benefits under the Plan. A termination is
"for cause" if the Participant is terminated for reasons related
to the commission by the Participant in the course of employment
of any material act of dishonesty, the disclosure by the
Participant of any confidential information or the commission by
the Participant of any act of gross carelessness or willful
misconduct.
3.4 Rules Regarding Reductions
--------------------------
For purposes of calculating the amounts under paragraph (b) of Section
3.1, the following rules shall apply:
(a) Any portion of the Participant's benefits under the AECOM Pension
Plan which is payable (or has been paid) to another person
pursuant to a court order shall be treated as payable to the
Participant.
(b) The Participant's benefit, if any, under the AECOM Pension Plan
shall be determined without regard to whether benefits have
commenced, have not commenced, or have been paid in full and
without regard to the actual form of payment elected by the
Participant.
3.5 Form of Benefit
---------------
(a) Unless a Participant makes an election pursuant to this Section,
the Participant's benefit under Section 3.1, 3.2 or 3.3, as the
case may be, shall be paid in equal monthly installments over the
Participant's life, commencing on his Retirement Date and ending
with the last payment made before his death.
(b) The Participant may elect to receive his benefit in one of the
following forms:
(1) A lump sum paid on his Retirement Date which is the
Actuarial Equivalent of the benefit described in paragraph
(a).
(2) A five- or ten-year term certain, as the Participant elects,
which is the Actuarial Equivalent of the benefit described
in paragraph (a), paid in equal annual installments
commencing on the Retirement Date. If the Participant dies
after installments commence but
6
before receiving all installment payments, the remaining
installments will be paid as they come due to the
Participant's Beneficiary.
(3) A 50% joint and survivor annuity which is the Actuarial
Equivalent (calculated using 6% instead of 8-1/2%) of the
benefit described in paragraph (a). Under this form, the
Participant receives a reduced monthly payment for life. On
his death, his surviving Spouse will receive a monthly
benefit equal to 50% of the benefit the Participant was
receiving. The Participant's benefit will commence on his
Retirement Date and end with the last payment made before
his death. The Spouse's survivor annuity will commence on
the first day of the month following the Participant's death
and end with the last payment made before the Spouse's
death. If the Spouse does not survive the Participant, no
survivor benefits will be paid. If the Participant is not
married on his Retirement Date, his election under this
subparagraph will be deemed revoked and unless his election
specified an alternative default choice, his benefit will be
paid pursuant to paragraph (a).
(c) The Participant's election must be made in writing within 30 days
of the date he is notified by the Company of his participation in
the Plan. The election is irrevocable.
3.6 Pre-Retirement Death Benefits
-----------------------------
If the Participant dies while employed by the Company (whether or not
before his Early Retirement Date), his surviving Spouse shall receive
a monthly benefit for life equal to the amount that the Spouse would
have received if the Participant's Plan benefits had commenced on his
date of death paid as an Actuarial Equivalent (using a 6% interest
rate instead of 8-1/2%) 50% joint and survivor annuity and he had died
the next day. The Committee may, in its discretion, pay the Spouse an
Actuarial Equivalent lump sum in lieu of the monthly benefit for life.
3.7 Agreement Not To Compete
------------------------
In no event shall any benefit be payable under this Plan without the
Participant having signed an agreement that, during the five year
period beginning on the Retirement Date, he shall not, without the
written consent of the Company, directly or indirectly engage in, or
become interested in any business which is engaged in the business in
which the Company has been engaged with any Client (as hereinafter
defined) or otherwise undertake any employment or competitive activity
wherein the loyal and complete fulfillment of the duties of the
employment or activity would call upon the Participant to reveal,
evaluate, make judgments on, or otherwise use, any confidential
information or trade secrets of the Company. As used herein, the term
"Client" shall mean any customer to
7
which the Company has provided its services within the three years
preceding the Retirement Date. In no event shall the agreement be
construed to prohibit the acquisition by the Participant of a publicly
traded security of a corporation engaged in such business so long as
(a) the Participant has acquired such security for investment
purposes, and (b) the Participant does not own, directly or
indirectly, more than 5% of the voting interest of such corporation.
The agreement shall also provide that the Participant shall not, for
the five-year period commencing one year before his Retirement Date,
induce, entice, solicit or influence, directly or indirectly, any
person who is engaged as an employee, agent or independent contractor
by the Company to terminate such person's employment or engagement or
to work with the Participant or with any person or business entity or
venture with which the Participant becomes affiliated. This Section
shall not apply if the Participant's Termination of Employment is on
account of death, Disability, Change of Control or Constructive
Termination.
IV. Amendment and Termination
4.1 Amendment
---------
The Board of Directors reserves the right in its discretion to amend
this Plan at any time in whole or in part, provided, however, that no
amendment shall result in the forfeiture of any Participant's Plan
benefits earned prior to the date the Board adopts the amendment. The
Company shall notify Participants (and the Spouses of deceased
Participants) of any amendments which affect the amount or timing of
benefits within 90 days of the effective date of such amendments.
4.2 Termination
-----------
The Board of Directors may terminate the Plan at any time.
Termination shall not result in the forfeiture of any Participant's
benefits earned prior to the date the Board adopts a resolution
terminating the Plan.
V. Administration
5.1 This Plan shall be adopted by the Company and shall be administered by
the Committee.
5.2 The Committee shall have the sole authority, in its discretion, to
adopt, amend and rescind such rules and regulations as it deems
advisable in the administration of the Plan, to construe and interpret
the Plan, and the rules and regulations, and to make all other
determinations and interpretations of the Plan. All decisions,
determinations, and interpretations of the Committee shall be final
and binding on all persons, except as otherwise provided by law.
Committee members who are
8
Participants shall abstain from voting on any Plan matters that would
cause them to be in constructive receipt of benefits under the Plan.
The Committee may delegate its responsibilities as it sees fit.
5.3 If a Participant or Spouse believes benefits have been incorrectly
calculated or denied, such person may file a claim with the Committee.
The Committee shall follow the claims procedures in the AECOM Pension
Plan.
5.4 All Plan administrative expenses shall be paid by the Company.
5.5 The Company shall indemnify the Committee and each Committee member
against any and all claims, losses, damages, expenses (including
reasonable counsel fees), and liability arising from any action,
failure to act, or other conduct in the member's official capacity,
except when due to the individual's own gross negligence or willful
misconduct.
VI. General Provisions
6.1 No Funding Obligation. The amounts accrued by a Participant hereunder
---------------------
are not held in a trust or escrow account and are not secured by any
specific assets of the Company or in which the Company has an
interest. This Plan shall not be construed to require the Company to
fund any of the benefits provided hereunder nor to establish a trust
for such purpose. The Company may make such arrangements as it desires
to provide for the payment of benefits. Neither the Participant, the
Spouse nor the Participant's estate shall have any rights against the
Company with respect to any portion of the Participant's benefits
except as a general unsecured creditor of the Company. No Participant
has an interest in his benefits until the Participant actually
receives payment.
6.2 Non-alienation of Benefits. No benefit under this Plan may be sold,
--------------------------
assigned, transferred, conveyed, hypothecated, encumbered,
anticipated, or otherwise disposed of, and any attempt to do so shall
be void. No such benefit shall, prior to receipt thereof by a
Participant or Spouse, be in any manner subject to the debts,
contracts, liabilities, engagements, or torts of such Participant.
6.3 Limitation of Rights. Nothing in this Plan shall be construed to
--------------------
limit in any way the right of the Company to terminate a Participant's
employment at any time for any reason whatsoever with or without
cause; nor shall it be evidence of any agreement or understanding,
express or implied, that the Company (a) will employ a Participant in
any particular position, (b) will ensure participation in any
incentive programs, or (c) will grant any awards from such programs.
9
6.4 Applicable Law. This Plan shall be construed and its provisions
--------------
enforced and administered in accordance with the laws of the State of
California except as otherwise provided in ERISA.
This Plan is hereby adopted by the Company on this _________ day of _________,
1997.
AECOM TECHNOLOGY CORPORATION
By____________________________________________
Its___________________________________________
10