Letter Agreement between AECOM and Lara Poloni dated June 13, 2020

Confidentiality.

Company Information. You agree at all times during your employment with the Company and thereafter, to hold in strictest confidence, and not to use, except in connection with the performance of your duties to the Company, and not to disclose to any person or entity without written authorization of the Company, any Confidential Information of the Company. As used herein, “Confidential Information” means any Company proprietary or confidential information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, distribution and sales methods and systems, sales and profit figures, finances and other business information disclosed to you by the Company, either directly or indirectly in writing, orally or by drawings or inspection of documents or other tangible property. However, Confidential Information does not include any of the foregoing items which have become publicly known and made generally available through no wrongful act by you.

Executive-Restricted Information. You agree that during your employment with the Company you will not improperly use or disclose any proprietary or confidential information or trade secrets of any person or entity with whom you have an agreement or duty to keep such information or secrets confidential.

Third Party Information. You recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. You agree at all times during your employment with the Company and thereafter, to hold in strictest confidence, and not to use, except in connection with the performance of your duties to the Company, and not to disclose to any person or entity, or to use it except as necessary in performing your duties, consistent with the Company's agreement with such third party.

Return of Confidential Information. You agree, upon termination of the employment relationship or upon the written request of the Company, whichever is earlier, to promptly deliver to the Company all records, notes, and other written, printed, or tangible materials whether generated by you or others in your possession, including all copies thereof, pertaining to the Confidential Information.

Ownership of Information, Ideas, Concepts, Improvements, Discoveries and Inventions and all Original Works of Authorship.

As between the Company and you, all information, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, which are conceived, made, developed or acquired by you or which are disclosed or made known to you, individually or in conjunction with others, during your employment with the Company and which relate to the Company’s business, products or services (including all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of clients or customers or their requirements, the identity of key contacts within the client or customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks) are and shall be the sole and exclusive property of the Company. Moreover, all drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, maps and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries and inventions are and shall be the sole and exclusive property of the Company.

In particular, you hereby specifically assign and transfer to the Company all of your worldwide right, title and interest in and to all such information, ideas, concepts, improvements, discoveries or inventions, and any United States or foreign applications for patents, inventor’s certificates or other industrial rights that may be filed thereon, and applications for registration of such names and marks. During your employment with the Company and thereafter, you shall assist the Company and its nominee at all times in the protection of such information, ideas, concepts, improvements, discoveries or inventions, both in the United States and all foreign countries, including but not limited to, the execution of all lawful oaths and all assignment documents requested by the Company or its nominee in connection with the preparation, prosecution, issuance or enforcement of any applications for United States or foreign letters patent, and any application for the registration of such names and marks.

Moreover, if during your employment with the Company, you create any original work of authorship fixed in any tangible medium of expression which is the subject matter of copyright (such as reports, videotapes, written presentations, computer programs, drawings, maps, architectural renditions, models, manuals, brochures or the like) relating to the Company’s business, products, or services, whether such work is created solely by you or jointly with others, the Company shall be deemed the author of such work if the work is prepared by you in the scope of your employment; or, if the work is not prepared by you within the scope of your employment but is specially ordered by the Company as a contribution to a collective work, as a part of any written or audiovisual work, as a translation, as a supplementary work, as a compilation or as an instructional text, then the work shall be considered to be work made for hire and the Company shall be the author of the work. In the event such work is neither prepared by you within the scope of your employment nor a work specially ordered and deemed to be a work made for hire, then you hereby agree to assign, and by these presents, do assign, to the Company all of your worldwide right, title and interest in and to such work and all rights of copyright therein. Both during your employment with the Company and thereafter, you agree to assist the Company and its nominee, at any time, in the protection of the Company’s worldwide right, title and interest

Non-Solicitation of Employees, Customers or Clients. You agree that you shall not at any time during your employment with the Company and for one (1) year following your termination of employment with the Company for any reason, directly or indirectly:

solicit, attempt to solicit, induce or otherwise cause any existing or future customer or client of the Company, to terminate, fail to extend or renew, reduce the funding of, or fail to provide additional funding for, any contract, proposal or work with the Company; or

solicit, attempt to solicit, induce or otherwise cause any existing or prospective employee of the Company, to terminate or abort his or her employment with the Company, or hire or attempt to hire any existing or prospective employee of the Company to be employed or engaged as a consultant or employee by you or for any firm, organization, business, partnership, corporation or association with which you shall have an association.

Other Employment/Services. You agree that during the period of your employment with the Company, you will not, directly or indirectly, as an employee, director, consultant or in any other capacity, without the Company's express written consent, provide services to any corporation, partnership or other entity, or engage in any employment or business activity, that is competitive with the business conducted or services provided by the Company, or would otherwise conflict with, your employment by and duties to the Company.

Enforcement; Remedies. You agree that it is impossible to measure in money the damages which will accrue to the Company by reason of a failure by you to perform any of your obligations set forth in this Addendum. Accordingly, if the Company institutes any action or proceeding to enforce its rights under this Addendum, to the extent permitted by applicable law, you hereby waive the claim or defense that the Company or its affiliates has an adequate remedy at law, and you shall not claim that any such remedy at law exists. Furthermore, in addition to other remedies that may be available, including money damages, the Company will be entitled to specific performance and other injunctive relief, without the requirement to post a bond. Should any provision of this Addendum be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provision will become null and void, leaving the remainder of this Addendum in full force and effect. Failure to insist upon strict compliance with any terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition. You understand that, as set forth in the Letter, California law will govern the obligations under this Addendum.