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 Xxxx X. Xxxxxx ("Xxxxxx").
I. RECITALS
--------
1.01 Former Employee and Consultant. Xxxxxx has been a valued executive and
------------------------------
Group Chairman of Xxx Xxxxxxxx International Limited, a member of the
Maunsell Group which was recently merged with a wholly owned subsidiary of
the Company. Xxxxxx 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 Company desires to utilize the
----------------------------------
services of Xxxxxx in the form of consulting services (the "Services") on
the terms hereinafter set forth.
II. ENGAGEMENT
----------
2.01 Term. The Company hereby engages Xxxxxx as the Company's consultant to
----
advise and assist the Company in various capacities as provided herein and
as may be agreed upon by the Parties, on a schedule mutually acceptable to
the Parties, for a term commencing April 19, 2000, and terminating April
18, 2002. This agreement may be extended in annual or semi-annual
increments upon the mutual consent of the Parties.
2.02 Services. Xxxxxx shall perform Services enumerated in Schedule A hereto.
--------
2.03 Consulting Fee. For the Services outlined in Schedule A, Company will pay
--------------
to Xxxxxx an annual fee of one hundred twenty thousand dollars (U.S.),
payable in advance, in Hong Kong, in monthly installments of ten thousand
dollars, in such currency as Xxxxxx may designate, at the exchange rate
available at the time of payment under the Company's revolving credit
facility as the same may be amended from time to time. This amount shall
include any retainers or meeting fees that Xxxxxx would otherwise be
entitled to based upon his service on the Company's board of directors and
any committees thereof.
2.04 Expenses. The Company will reimburse Xxxxxx for all necessary and
--------
reasonable expenses incurred and invoiced directly in the performance of
his duties hereunder, including approved travel and entertainment, and
travel-related expenses connected with the services performed pursuant to
Section 2.02 hereof, including first class international travel.
-1-
2.05 Title and Status. It is anticipated that, while these are elected
----------------
positions, Xxxxxx will serve for the term of this Agreement as Chairman of
Maunsell and as a member of the Company's Board of Directors. Xxxxxx shall
not be considered as having employee or officership status with Company,
or as being entitled to participate in any way whatsoever in any salary,
automobile reimbursement, medical, dental, insurance, or other employer
plans, arrangements, or benefits, except that Xxxxxx shall be entitled to
those benefits and plan participations for which members of the Company's
Board of Directors are eligible.
2.06 Indemnification. The Company shall indemnify Xxxxxx and hold Xxxxxx
---------------
harmless against any legal action and liability, which may occur with
respect to Xxxxxx'x services under the Agreement, to the fullest extent
permitted the Company's Bylaws. The provisions of this Section 2.06 shall
survive the expiration or earlier termination of this Agreement.
III. COMPLIANCE WITH APPLICABLE LAW AND BUSINESS STANDARDS
-----------------------------------------------------
3.01 Laws, Regulations, Code of Business Practices. In performing his
---------------------------------------------
responsibilities under this Agreement, Xxxxxx shall comply with AECOM
Technology Corporation's policies, directive and codes of business
conduct, which includes (but is not limited to) compliance with the United
States Foreign Corrupt Practices Act of 1977 and the laws, regulations,
and administrative decrees of any foreign country (unless compliance would
violate the laws of the United States of America).
3.02 Affidavits. Xxxxxx acknowledges the requirement that affidavits, in the
----------
form and substance acceptable to the Company, must be executed
periodically by the Company's overseas consultants, and Xxxxxx agrees to
promptly execute such affidavits upon request. Upon execution of this
Agreement, Xxxxxx will execute the Affidavit attached as Appendix A
hereto, which is incorporated herein by reference.
3.03 Company Requests. Xxxxxx agrees to promptly respond to requests from the
----------------
Company and its duly authorized representatives concerning compliance with
the terms of this Agreement, including reasonable requests for data and
other relevant information.
3.04 Termination. In the event that either party hereto breaches this Agreement
-----------
and such breach continues uncured for a period of thirty (30) days after
written notice thereof from the non-breaching party to the breaching
party, the non-breaching party may, without further notice to the
breaching party, immediately terminate this Agreement. Notwithstanding the
foregoing, this Agreement will automatically terminate, without any notice
from or action by the Company, if Xxxxxx becomes an employee or an
official of any government or any political party or becomes a candidate
for political office.
IV. MISCELLANEOUS PROVISIONS
------------------------
4.01 Notices. Any and all notices to any of the parties hereto provided for or
-------
permitted under this
-2-
Agreement or by law shall be given in writing by personal delivery,
telecopier, or overnight delivery service, addressed to such party at the
address set forth below or otherwise designated by such party for such
purpose, and shall be effective upon actual receipt or, if given by
overnight delivery service, as of two (2) days after placing such notice
with such overnight delivery service:
Company: AECOM Technology Corporation
0000 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Attention: General Counsel
Telecopier: (000) 000-0000
Xxxxxx: Xxxx X. Xxxxxx
00x Xxxxxxxx
Xxx Xxxx
Xxxx Xxxx
4.02 Amendment. This Agreement may be amended, modified or altered only by a
---------
writing executed by the Company, acting by a duly authorized officer, and
by Xxxxxx.
4.03 Entire Agreement. This Agreement contains the sole, only, and entire
----------------
agreement of the parties hereto relating to the subject matter hereof and
correctly sets forth the rights, duties and obligations of each to the
other as of the date hereof. Any prior agreements, promises, negotiations,
practices, or representations not expressly set forth in this Agreement
are of no force or effect.
4.04 Law Governing. This Agreement shall be governed by and interpreted under
-------------
the laws of the State of California, without giving effect to the doctrine
of conflict of laws.
4.05 Execution in Counterparts. This Agreement may be executed in any number of
-------------------------
identical counterparts, each of which shall be deemed an original, but all
of which shall constitute one and the same instrument.
"COMPANY"
AECOM TECHNOLOGY CORPORATION, a
Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Xxxxxxx X. Xxxxxx
-3-
"XXXXXX"
/s/ Xxxx X. Xxxxxx
-----------------------------
Xxxx X. Xxxxxx
-4-
SCHEDULE A
----------
Pursuant to Section 2.02 of this Agreement, as requested by the Company:
Xxxxxx shall represent the Company and/or its subsidiaries in functions and
programs of civic, charitable, professional, educational, and business and
industry groups when it is believed to be advantageous to the Company.
Xxxxxx shall consult with the Chairman/Chief Executive Officer, the other
executives of the Company, and other senior management of the Company's
operating companies from time to time.
Xxxxxx shall assist the Company and its operating companies in connection with
current or prospective international clients and projects.
While these are elected positions, it is anticipated that Xxxxxx will serve on
the Company's Board of Directors, chair its Nominating Committee, and serve on
its eBusiness and Strategic Planning Committees.
-5-
Appendix "A"
AFFIDAVIT OF CONSULTANT
The Undersigned hereby certifies that, during the fiscal year ended
September 30, 1999, and at the date of the signing hereof, he has not, and
during the term of his engagement will not have:
(i) Been an officer or employee of the United States or any foreign
government or any department, agency or instrumentality of any such
government.
(ii) Been acting in an official capacity for or on behalf of the United
States or any foreign government, or any department, agency or
instrumentality of any such government.
(iii) Been a representative or official of any United States or foreign
political party.
(iv) Been a candidate for political office in the United States or any other
country.
(v) Been subject to any duty to or agreement with any governmental agency
or any other person or entity that is in conflict with, or that would
prevent him from performing, his responsibilities hereunder.
(vi) Returned funds paid to the Undersigned by AECOM Technology Corporation
("AECOM"), or any of its subsidiaries, to AECOM or its subsidiaries,
nor to any director, officer, employee of AECOM or of any of its
subsidiaries or affiliates.
(vii) Offered funds paid to the Undersigned by AECOM Technology Corporation
("AECOM"), or any of its subsidiaries, to any political party, any
official of any government or political party, or any candidate for
public office, directly or indirectly, to influence any official act or
decision of such person or of any government or instrumentality of a
government.
(viii) Made any payments from or attributable to funds paid to him by AECOM or
any of its subsidiaries or affiliates which the Undersigned knows were
or are illegal either, in the United States or in any jurisdiction in
which such payment has been or may be made.
(ix) Requested any payments to the Undersigned in a manner that violates the
tax or foreign exchange laws of the United States or any foreign
countries.
(x) Knowingly made any false or artificial entries on the books or the
records of the Undersigned that in any way relate to the consulting
services or any consulting fee
of other payment received by him from the Company.
DATED this 8 day of June, 2000.
/s/ Xxxx X. Xxxxxx
---------------------------
Xxxx X. Xxxxxx
-2-
