ex10-8.htm


    
      EXHIBIT 10.8

    


    URS
Corporation

    Restricted
Stock Unit Award

    Grant
Notice

    (2008
Equity Incentive Plan)

     

    URS
Corporation (the “Company”), pursuant to its 2008 Equity Incentive Plan (the
“Plan”), hereby grants to Participant rights (“Units”) to receive the number of
shares of the Company’s Common Stock set forth below (“Award”).  This
Award is subject to all of the terms and conditions as set forth herein and in
the Restricted Stock Unit Award Agreement and the Plan, each of which are
attached hereto and incorporated herein in their entirety.  Defined
terms not explicitly defined in this Grant Notice but defined in the Plan shall
have the same definitions as in the Plan.

     

    
      	Participant:   	 	 	 
	Date of
      Grant:     	 	 	 
	Vesting Commencement
      Date:             	 	 	 
	Number of Shares
      Subject to Award:   	 	 	 
	
              Fair
      Market Value Per Share:

            	 	
              $

            	 	 


    

     

    
      	
              Vesting
      Schedule:

            	
              The
      Units subject to the Award shall vest as set forth
  below:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Time-based
      vesting: 12.5%
      of the Units subject to the Award shall vest on each of the first four
      anniversaries of the Vesting Commencement Date, provided in each case that
      Participant’s Continuous Service has not terminated prior to such vesting
      date.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Time-and-performance-based
      vesting: 12.5% of the Units subject to the Award shall vest on each of the
      first four anniversaries of the Vesting Commencement Date, provided in
      each case that (i) Participant’s Continuous Service has not terminated
      prior to such vesting date and (ii) the Company has met the net income
      goal for the fiscal year immediately preceding such vesting date, as such
      net income goal is established by the Compensation Committee of the Board
      of Directors (the “Committee”) during the first quarter of such fiscal
      year, and as confirmed by the Committee after the audited financial
      results for such fiscal year have been prepared by the Company, in the
      Committee’s sole discretion acting pursuant to the terms of the Plan
      (including, but not limited to, Section 2(hh) regarding permissible
      adjustments in the method of calculating the attainment of Performance
      Goals).

            


    

    


    Additional
Terms/Acknowledgements:  The undersigned Participant
acknowledges receipt of, and understands and agrees to, this Grant Notice, the
Restricted Stock Unit Award Agreement and the Plan.  Participant
further acknowledges that this Grant Notice, the Restricted Stock Unit Award
Agreement and the Plan set forth the entire understanding between Participant
and the Company regarding the award of the Units and the underlying Common Stock
and supersede all prior oral and written agreements on that subject with the
exception of awards previously granted and delivered to Participant under the
Plan.

    
       

      
        
          	 	
                  URS
      Corporation

                	 	 	
                  Participant:

                	 
	By: 	
                  /s/

                	 	By:	
                  /s/
      

                	 
	 	
                  
                    [NAME,
      TITLE]

                  

                	 	 	
                  
                    [NAME]

                  

                	 
	 	
                   

                	 	Date:
      	 	 


        

         

      

    

    
    

    
      	
              Attachments:

            	
              Restricted
      Stock Unit Award Agreement and 2008 Equity Incentive
  Plan

            


    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

     

    
      Attachment
I

    

    

      RESTRICTED
STOCK UNIT AWARD AGREEMENT

    

    
    

     

    
    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    URS
Corporation

    2008
Equity Incentive Plan

     

    Restricted
Stock Unit Award Agreement

     

    Pursuant
to the Restricted Stock Unit Award Grant Notice (“Grant Notice”) and this
Restricted Stock Unit Award Agreement (collectively, the “Award”) and in
consideration of your past services, URS Corporation (the “Company”) has awarded
you under its 2008 Equity Incentive Plan (the “Plan”) rights to receive the
number of shares of the Company’s Common Stock (the “Common Stock”) as indicated
in the Grant Notice (“Units”).  This Restricted Stock Unit Award
Agreement shall be deemed to be agreed to by the Company and you upon your
execution of the Grant Notice to which it is attached.  Except where
indicated otherwise, defined terms not explicitly defined in this Restricted
Stock Unit Award Agreement but defined in the Plan shall have the same
definitions as in the Plan.

     

    The
details of your Award are as follows:

     

    1. Vesting
and Issuance.

     

    (a) Subject
to the limitations contained herein, your Units shall vest as provided in your
Grant Notice, and any portion of your Award that does not vest due to either the
termination of your Continuous Service or the failure to satisfy a Performance
Goal shall be canceled.  If the Company does not meet the Performance
Goal for the fiscal year immediately preceding a vesting date, then the portions
of any and all Units subject to time-and-performance-based vesting held by you
otherwise scheduled to vest on such vesting date, including but not limited to
such portion of this Award, shall be cancelled in accordance with the terms and
conditions set forth in the relevant Award and the Plan; provided, however, that, for
purposes of calculating whether the Performance Goal for a specific fiscal year
has been satisfied, any reversal of accrued compensation charges under generally
accepted accounting principles for the relevant fiscal year as a result of the
cancellation of any unvested stock awards due to the Company’s failure to meet
the Performance Goal for that fiscal year shall be
disregarded.  Notwithstanding the foregoing, any unvested shares
subject to your Units shall become vested in their entirety either (i) in the
circumstances providing for accelerated vesting under the terms of your written
Employment Agreement with URS Corporation, if any, as it may be amended from
time to time (the “Employment Agreement”), while your Employment Agreement is in
effect, or (ii) in the circumstances provided in Section 14(c) of the Plan
occurring after the Date of Grant.

     

    (b) Subject
to Section 11 below, as each portion of your Units vests, your vested Units
shall be converted into shares of Common Stock and the Company shall issue to
you appropriate evidence representing such shares, either in the form of one or
more stock certificates or as uncertificated shares in electronic form, or in
any combination of the foregoing, on the applicable vesting
date(s).  However, if a scheduled delivery date falls on a date that
is not a business day, such delivery date shall instead fall on the next
following business day.

     

    2. Number of
Shares.  The number of shares of Common Stock underlying the
Units may be adjusted from time to time for Capitalization Adjustments, as
provided in the Plan.

     


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    3. Payment.  This
Award was granted in consideration of your past services to the Company and its
Affiliates.  Subject to Section 11 below, you will not be required to
make any payment to the Company with respect to your receipt of the Award,
vesting of the Units or the delivery of the shares of Common Stock underlying
the Units.

     

    4. Dividends.  You will be
entitled to receive any dividends and other distributions paid with respect to a
corresponding number of shares subject to your Award; provided, however, that (i)
if any such dividends or distributions are paid in shares, the Fair Market Value
of such shares will be converted into additional shares covered by the Award,
and (ii) any such dividends or distributions will be withheld unless and until
the underlying shares vest and will be subject to the same forfeiture
restrictions, restrictions on transferability, and time and manner of delivery
as apply to the Units and shares of Common Stock subject to your
Award.

     

    5. Securities
Law Compliance.  You will not be issued any shares of Common
Stock in respect of your vested Units unless either (a) such shares are then
registered under the Securities Act or (b) the Company has determined that such
issuance would be exempt from the registration requirements of the Securities
Act.  Your Award also must comply with other applicable laws and
regulations governing the Award, and you will not receive shares of Common Stock
in respect of your vested Units if the Company determines that such receipt
would not be in material compliance with such laws and regulations.

     

    6. Transfer
Restrictions.  Prior to the time that they have been delivered
to you, you may not transfer, pledge, sell or otherwise dispose of the shares of
Common Stock underlying your Units.  For example, you may not use
shares that may be issued in respect of your Units as security for a
loan.  This restriction on transfer will lapse upon delivery to you of
shares of Common Stock in respect of your vested Units.  Your Award is
not transferable, except by will or by the laws of descent and
distribution.  Notwithstanding the foregoing, you may, by delivering
written notice to the Company, in a form satisfactory to the Company, designate
a third party who, in the event of your death, shall thereafter be entitled to
receive any distribution of shares of Common Stock in respect of vested Units
pursuant to this Restricted Stock Unit Award Agreement.

     

    7. Termination
of Continuous Service.

     

    (a) Except as
may be provided in your Employment Agreement and subject to Section 1 hereof, in
the event your Continuous Service terminates for reasons other than your death
or Disability (as that term is defined in your Employment Agreement or the Plan,
as applicable), you will be credited with the vesting that has accrued under
your Award as of the date of your termination of Continuous
Service.  Except as may be provided in your Employment Agreement and
subject to Section 1 hereof, you will accrue no additional vesting of your Award
following your termination of Continuous Service.  To the extent your
Award is not vested on the date of your termination, it shall automatically
lapse on such date.

     


    
      
         


      

      
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    (b) In the
event your Continuous Service terminates due to your death, the Award
automatically shall become vested in full as of the date of your death and your
rights under the Award shall pass by will or the laws of descent and
distribution; provided,
however, that you may designate a beneficiary to receive the shares of
Common Stock underlying vested Units as set forth in Section 6
hereof.

     

    (c) In the
event your Continuous Service terminates due to your Disability (as that term is
defined in your Employment Agreement or the Plan, as applicable), the Award
automatically shall become vested in full as of the date of your termination of
Continuous Service.

     

    8. Restrictive
Legends.  The shares of Common Stock issued in respect of your
vested Units shall be endorsed with appropriate legends determined by the
Company as applicable.

     

    9. Award not a
Service Contract.  Your Award is not an employment or service
contract, and nothing in your Award shall be deemed to (i) alter the terms of
your Employment Agreement or (ii) create in any way whatsoever any obligation on
your part to continue in the employ of the Company or any Affiliate thereof, or
on the part of the Company or any Affiliate thereof to continue your employment
or service.  In addition, nothing in your Award shall obligate the
Company or any Affiliate thereof, their respective stockholders, boards of
directors, officers or employees to continue any relationship that you might
have as a director or consultant for the Company or any Affiliate
thereof.

     

    10. Unsecured
Obligation.  Your Award is unfunded, and even as a holder of
vested Units subject to your Award, you shall be considered an unsecured
creditor of the Company with respect to the Company’s obligation, if any, to
distribute shares pursuant to Section 6 hereof.  You shall not have
voting or any other rights as a stockholder of the Company with respect to the
Common Stock acquired pursuant to this Agreement until such Common Stock is
issued to you.  Nothing contained in this Agreement, and no action
taken pursuant to its provisions, shall create or be construed to create a trust
of any kind or a fiduciary relationship between you and the Company or any other
person.

     

    11. Withholding
Obligations.

     

    (a) At the
time you receive a distribution of shares of Common Stock in respect of vested
Units pursuant to your Award, or at any time thereafter as requested by the
Company, you hereby authorize withholding from payroll and any other amounts
payable to you, and otherwise agree to make adequate provision for any sums
required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or any Affiliate thereof, if any, which arise in
connection with such distribution.  Such withholding obligations may
be satisfied by your relinquishment of your right to receive a portion of the
shares otherwise issuable to you in respect of vested Units pursuant to the
Award; provided,
however, that you shall not be authorized to relinquish your right to
shares with a fair market value in excess of the amount required to satisfy the
minimum amount of tax required to be withheld by law.

     


    
      
         


      

      
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    (b) Unless
the tax withholding obligations of the Company and/or any Affiliate thereof are
satisfied, the Company shall have no obligation to deliver to you any stock
certificates or uncertificated shares in respect of your vested
Units.

     

    12. Notices.  Any
notices provided for in your Award or the Plan shall be given in writing and
shall be deemed effectively given upon receipt or, in the case of notices
delivered by the Company to you, five (5) days after deposit in the United
States mail, postage prepaid, addressed to you at the last address you provided
to the Company.  Notwithstanding the foregoing, the Company may, in
its sole discretion, decide to deliver any documents related to participation in
the Plan and this Award by electronic means or to request your consent to
participate in the Plan by electronic means.  You hereby consent to
receive such documents by electronic delivery and, if requested, to agree to
participate in the Plan through an on-line or electronic system established and
maintained by the Company or another third party designated by the
Company.

     

    13. Miscellaneous.

     

    (a)   The rights
and obligations of the Company with respect to your Award shall be transferable
to any one or more persons or entities, and all covenants and agreements
hereunder shall inure to the benefit of, and be enforceable by the Company’s
successors and assigns.

     

    (b) You agree
upon request to execute any further documents or instruments necessary or
desirable in the sole determination of the Company to carry out the purposes or
intent of your Award.

     

    (c) You
acknowledge and agree that you have reviewed your Award in its entirety, have
had an opportunity to obtain the advice of counsel prior to executing and
accepting your Award and fully understand all provisions of your
Award.

     

    14. Governing
Plan Document.  Your Award is subject to all the provisions of
the Plan, the provisions of which are hereby made a part of your Award, and is
further subject to all interpretations, amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the
Plan.  In the event of any conflict between the provisions of your
Award and those of the Plan, the provisions of the Plan shall
control.

     


    
      
         


      

      
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    Attachment
II

     

    2008
EQUITY INCENTIVE PLAN

     

     

    
      vii