0001193125-17-317204 Sample Contracts

CH2M HILL COMPANIES, LTD. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • October 24th, 2017 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • Colorado

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Matthew C. Sutton (“Executive”) and CH2M HILL Companies, Ltd. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).

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Ladies and Gentlemen:
Merger Agreement • October 24th, 2017 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors

The attached 401(k) Election Instructions Form (the “401(k) Election Instructions Form”) is being delivered in connection with the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) by and among Jacobs Engineering Group Inc. (“Jacobs”), CH2M HILL Companies, Ltd. (“CH2M”) and Basketball Merger Sub Inc., a wholly-owned direct subsidiary of Jacobs (“Merger Sub”), pursuant to which Merger Sub will merge with and into CH2M, with CH2M continuing as the surviving corporation and becoming a wholly-owned direct subsidiary of Jacobs (the “Merger”). The instructions accompanying this 401(k) Election Instructions Form concern only the shares of CH2M common stock, $0.01 par value per share (“CH2M Shares”), credited to your account (“CH2M 401(k) Shares”) in the CH2M HILL Companies, Ltd. Retirement and Tax-Deferred Savings Plan (the “CH2M 401(k) Plan”). The enclosed instructions and election form do not apply to any shares you may own directly or to any shar

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