ex10-1.htm


    
      
        EXHIBIT 10.1 

      

    

     

    
      AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


      This
Amended and Restated Employment Agreement (the “Agreement”) is
entered into as of September 18, 2009 by and between Susan B.
Kilgannon (the “Employee”)
and URS
Corporation, a Delaware corporation (the “Company”).

    

     

    WITNESSETH:

     

    WHEREAS,
the Company and the Employee entered into an Employment Agreement
effective as of May 25, 2006, as amended by that First Amendment to Employment
Agreement effective as of August 1, 2008 (which agreement, as so amended, is
referred to below as the “Prior Agreement”); and

    
       

      WHEREAS,
the Company wishes to continue employing the Employee and the Employee is
willing to continue such employment pursuant to the terms and conditions of this
Agreement, which shall amend, restate and supersede the Prior
Agreement.

    

     

    NOW,
THEREFORE, the parties agree as follows:

     

    1. Term
of Employment.

     

    (a) Basic Rule. The Company agrees
to employ the Employee, and the Employee agrees to remain in employment with the
Company, from the date hereof until the date on which the Employee’s employment
terminates pursuant to Subsection (b), (c), (d), (e) or (f) below.

     

    (b) Termination By Company Without
Cause. The Company may terminate the Employee’s employment at any time
without Cause (as defined below) and for any reason or no reason whatsoever by
giving the Employee thirty (30) days’ advance notice in writing.

     

    (c) Termination By Company For
Cause. The Company may terminate the Employee’s employment at any time
for Cause. For all purposes under this Agreement, “Cause”
shall mean:

     

    (i)   
A
willful failure or omission of the Employee to substantially perform her duties
hereunder, other than as a result of the death or Disability (as defined below)
of the Employee;

     

    (ii)  A willful
act by the Employee that constitutes gross misconduct or fraud;

     

    (iii) The
Employee’s conviction of, or plea of “guilty” or “no contest” to, a felony or
any misdemeanor involving dishonesty;

     


    
      
        
                                                                         .

        

         


      

      
        i

        
          

        

      

      
         


      

    


    (iv)  The
Employee’s disobedience of orders or directives of the Chief Executive Officer
(the “Chief
Executive Officer”) of the Company, or his designee, or of the Board of
Directors of the Company, or a duly appointed committee thereof (collectively,
the “Board”);
or

     

    (v) The
Employee’s breach of any agreement with the Company.

     

    (d) Resignation By Employee. The
Employee may terminate her employment by giving the Company thirty (30) days’
advance notice in writing.

     

    (e) Death of Employee. The
Employee’s employment shall terminate automatically and immediately in the event
of her death.

     

    (f) Disability. Subject to
applicable law, the Company may terminate the Employee’s employment due to
Disability by giving the Employee thirty (30) days’ advance notice in writing.
For all purposes under this Agreement, “Disability”
shall mean that, as determined by the Company in its sole discretion, the
Employee, at the time the notice is given, has performed none of her duties
under this Agreement for a period of not less than one hundred eighty (180)
consecutive days as a result of her incapacity due to physical or mental
illness. In the event the Employee resumes the performance of substantially all
of her duties hereunder before termination of her active employment under this
Section 1(f) becomes effective, the notice of termination shall automatically be
deemed to have been revoked.

     

    (g) Rights Upon Termination.
Except as expressly provided in Sections 6 and 7, upon the termination of the
Employee’s employment pursuant to this Section 1, the Employee shall only be
entitled to the compensation, benefits and reimbursements described in Sections
3, 4 and 5 for the period preceding the effective date of the termination, which
shall include all accrued and unused vacation. The payments under this Agreement
shall fully discharge all responsibilities of the Company and its respective
parent, subsidiary and affiliated corporations and related entities
(collectively, “URS” and,
individually, a “URS
Entity”) to the Employee.

     

    (h) Employment By Affiliate. The
employment of the Employee shall not be considered to have terminated for
purposes of this Agreement if the Employee is employed by any URS
Entity.

     

    (i) Termination of Agreement. This
Agreement shall terminate on the earlier of June 1, 2016 or the date when all
obligations of the parties hereunder have been satisfied.

     

    2. Duties
and Scope of Employment.

     

    (a) Position. The Company agrees
to employ the Employee in an executive position as Vice President, Corporate
Communications for the term of her employment under this Agreement. The
Employee shall report to the Chief Executive Officer or his designee, and shall
serve in such positions on behalf of URS and perform such duties consistent with
an executive position for URS as may be required by the Chief Executive Officer
or his designee. It is anticipated that the Employee’s duties will require her
to travel frequently and extensively. 

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    The
location of the Employee’s principal office shall be in the greater
New York City metropolitan area or such other location as may be mutually
agreed between the Company and the Employee (the “Principal
Office”). If the Principal Office is changed by the Company, the Company
shall reimburse reasonable relocation expenses of the Employee in accordance
with generally applicable policies of the Company.

     

    (b) Obligations. During the term
of her employment under this Agreement, the Employee shall devote her full
business efforts and time to URS and shall not render services to any other
person or entity without the prior written consent of the Chief Executive
Officer or his designee. The foregoing, however, shall not preclude the Employee
from (i) engaging in appropriate civic, charitable or religious activities, (ii)
devoting a reasonable amount of time to private investments that do not
interfere or conflict with her responsibilities to the Company or
(iii) serving on the boards of directors of other companies provided that
prior written approval for such service is obtained from the Chief Executive
Officer or his designee and that such service does not interfere or conflict
with her responsibilities to the Company.

     

    (c) Resignation From Other
Positions. Immediately upon request by the Company, before or after the
termination of the employment of the Employee, she shall resign from any and all
positions she holds as director, officer, trustee, nominee, agent for service of
process, attorney-in-fact or similar position with respect to any URS Entity,
and shall execute, verify, acknowledge, swear to and deliver any documents and
instruments reasonably requested by the Company or required to reflect such
resignation.

     

    3. Base
Compensation and Target Bonus.

     

    During
the term of her employment under this Agreement, the Company agrees to pay the
Employee as compensation for her services a base salary at an annual rate of
Three Hundred Forty
Thousand Dollars ($340,000), or at
such higher rate as the Company may determine from time to time in its sole
discretion. Such salary shall be payable in accordance with the Company’s
standard payroll procedures. (The annual rate of compensation specified in this
Section 3, as increased by the Company from time to time in its sole discretion,
is referred to in this Agreement as “Base
Compensation.”) In addition, during the term of her employment under this
Agreement, the Company agrees that the Employee shall participate in the
Company’s annual bonus plan with a target bonus percentage of at least forty-five percent
(45%) of Base
Compensation. (The annual target bonus percentage specified in this Section 3,
as increased by the Company from time to time in its sole discretion, is
referred to in this Agreement as “Annual Target
Bonus.”)

     

    
      4. Employee
Benefits, Stock Options, and Incentive Compensation, and Other Compensation
Plans and Programs.

    

    
    

     

    During
the term of her employment under this Agreement, the Employee shall be eligible
to participate in the employee benefit plans, stock option and other
equity-based incentive and compensation plans, and other executive incentive and
compensation programs maintained with respect to employees of the Company,
subject in each case to (i) the generally applicable terms and conditions of the
applicable plan or program and to the determinations of the Board or other
person administering such plan or program, (ii) determinations by URS, the


     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    Board or
any such person as to whether and to what extent the Employee shall so
participate or cease to participate, as such determinations are indicated in
writing and (iii) amendment, modification or termination of any such plan or
program in the sole and absolute discretion of URS.

     

    5. Business
Expenses.

     

    In
accordance with the Company’s generally applicable policies, (i) during the term
of her employment under this Agreement, the Employee shall be authorized to
incur necessary and reasonable travel, entertainment and other business expenses
in connection with her duties hereunder, and (ii) the Company shall reimburse
the Employee for such expenses upon presentation of an itemized account and
appropriate supporting documentation.

     

    6. Certain
Terminations of Employment Following Change in Control.

    
    

     

    (a) Definition. For all purposes
under this Agreement, “Change in
Control” shall mean that, after the date of this Agreement, any “person”
(as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended), through the acquisition or aggregation of
securities, becomes the beneficial owner, directly or indirectly, of securities
of the Company representing more than fifty percent (50%) of the combined voting
power of the then outstanding securities ordinarily (and apart from rights
accruing under special circumstances) having the right to vote at elections of
directors of the Company.

     

    (b) Good Reason. For all purposes
under this Agreement, “Good
Reason” shall mean that the Employee has incurred a reduction in her Base
Compensation or Annual Target Bonus.

     

    (c) Change in Control Payment and
Severance Benefits. If, during the term of the Employee’s employment
under this Agreement and within one year after the occurrence of a Change in
Control, either (i) the Employee voluntarily resigns her employment for
Good Reason, or (ii) the Company terminates the Employee’s employment for any
reason other than Cause or Disability and such termination of employment is a
“separation from service” (as such term is defined in Treasury Regulation
Section 1.409A-1(h)), then the Employee shall be entitled to receive a severance
payment from the Company (the “Change in Control
Payment”) and in addition shall be entitled to Severance Benefits in
accordance with Subsection 7(a)(ii). No Change in Control Payment shall be made
in case of termination of employment of Employee by reason of resignation of
Employee other than for Good Reason, death of Employee, or any other
circumstance not specifically and expressly described in the immediately
preceding sentence. The Change in Control Payment shall be in an amount
determined under Section 6(d) below and shall be made in a lump sum not more
than five (5) business days following the effective date of the Employee’s
release as described in Section 8 below; provided, however, that if the Employee
is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the
Internal Revenue Code of 1986, as amended (the “Code”) at
the time of her separation from service with the Company, the Change in Control
Payment shall be made in a lump sum on the date that is six (6) months and one
(1) day following the date of separation, provided that the Employee’s release
has become effective in accordance with its terms as described in Section 8. The
Change in Control Payment shall be (i) reduced by an amount equal to the Annual
Target Bonus to the 

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    extent an
annual bonus is due to the Employee under the Company’s applicable annual bonus
plan at the time of the employment termination but has not yet been paid, (ii)
in lieu of any further accrual of benefits under Section 4 with respect to
periods subsequent to the date of the employment termination and (iii) in lieu
of any entitlement to a Severance Payment (as defined in Subsection 7(a)(i)
below).

     

    (d) Amount of Change in Control
Payment. The amount of the Change in Control Payment shall be equal to
two hundred
percent (200%) of the
Employee’s Base Compensation, as in effect on the date of the Change in
Control.

     

    (e) Incentive Programs. If, during
the term of the Employee’s employment under this Agreement and within one year
after the occurrence of a Change in Control, either (i) the Employee voluntarily
resigns her employment for Good Reason, or (ii) the Company terminates the
Employee’s employment for any reason other than Cause or Disability, then as of
the date of such termination the Employee shall become fully vested in all
awards heretofore or hereafter granted to her under all incentive compensation,
deferred compensation, bonus, stock option, stock appreciation rights,
restricted stock, phantom stock or similar plans maintained by URS, except if
and to the extent specifically provided to the contrary under the terms of any
such plan or any specific grant or award made to the Employee under any such
plan.

     

    (f) No Mitigation. The Employee
shall not be required to mitigate the amount of any payment or benefit
contemplated by this Section 6 (whether by seeking new employment or in any
other manner), nor shall any such payment or benefit be reduced by earnings or
benefits that the Employee may receive from any other source.

     

    7. Other
Terminations of Employment.

     

    (a) Severance Payment and Severance
Benefits. In the event that, during the term of the Employee’s employment
under this Agreement, the Company terminates the Employee’s employment for any
reason other than Cause or Disability or the Employee voluntarily resigns her
employment for Good Reason within one (1) month of the occurrence of the event
constituting Good Reason and such termination of employment is a “separation
from service” (as such term is defined in Treasury Regulation Section
1.409A-1(h)) and Section 6 does not apply, then:

     

    (i) The
Company shall pay an amount (“Severance
Payment”) in a lump sum equal to one hundred percent (100%) of the
Employee’s Base Compensation as in effect on the date of employment
termination.  The Severance Payment shall be paid not more than five
(5) business days following the effective date of the Employee’s release as
described in Section 8 below; provided, however, that if the Employee is a
“specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code
at the time of her separation from service with the Company, the Severance
Payment shall be made in a lump sum on the date that is six (6) months and one
(1) day following the date of separation, provided that the Employee’s release
has become effective in accordance with its terms as described in Section
8.

     

    (ii) Either
(X) for the period of one (1) year following such termination, the Company shall
pay or reimburse the Employee for dental, health and vision 

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    insurance
premiums required to be paid by the Employee for such one (1) year period to
obtain continuation coverage for the Employee under the Comprehensive Omnibus
Reconciliation Act of 1985, as amended (“COBRA”),
within the meaning of Section 4980B(f)(2) of the Code, provided the Employee
elects such continuation coverage, or (Y) in the event the Employee does not
elect such COBRA continuation coverage under clause (X) above, the Employee, if
eligible under the terms of the URS Retiree Medical Plan, shall be entitled to
participate and the Company shall permit and facilitate the Employee’s
enrollment for her lifetime (and to the extent eligible her dependents,
including her surviving spouse for his lifetime), at the Employee’s cost (or at
the cost of her surviving spouse), in the Company’s dental, health and vision
plans selected by the Employee under the URS Retiree Medical Plan (or any
replacement or successor plan or, absent any replacement or successor plan, in
such other plan as may then be maintained or sponsored by the Company for its
employees) in accordance with the terms of such Plan.  Whether the
Employee selects COBRA continuation coverage under clause (X) above or
enrollment in the URS Retiree Medical Plan under clause (Y) above (which the
Employee understands are mutually exclusive), the Company also shall cause group
long-term disability insurance coverage and basic term life insurance coverage
then provided to the Employee by the Company, if any, to be continued for such
one (1) year period following any such termination (or, if such coverage cannot
be continued or can only be continued at a cost to the Company greater than the
Company would have incurred absent such termination, then, at the Company’s
election, the Company may either provide such long-term disability or term life
insurance as may be available at no greater cost than one hundred fifty percent
(150%) of what the Company would have incurred absent such termination or pay to
the Employee one hundred fifty percent (150%) of the amount of premiums the
Company would have incurred to continue such coverage absent such termination).
The amount of any in-kind benefits provided under this Section 7(a)(ii) with
respect to life and disability insurance coverage (or expenses eligible for
reimbursement, if applicable) during a calendar year may not affect the in-kind
benefits to be provided (or expenses eligible for reimbursement, if applicable),
in any other calendar year. Any and all payments due to the Employee under this
Section 7(a)(ii) with respect to life and disability insurance premiums with
respect to a given calendar year shall be payable no later than December 31 of
the succeeding calendar year. (The payments and benefits specified under this
Subsection 7(a)(ii) collectively are referred to in this Agreement as “Severance
Benefits”.)

     

    (b) Termination of Severance
Benefits. All Severance Benefits shall be discontinued completely as of
the date when the Employee returns to employment or self-employment, whether
full- or part-time, with an entity that offers any group health insurance
coverage to its employees or independent contractors, regardless of whether such
coverage is equivalent to the insurance coverage contemplated by the Severance
Benefits.

     

    (c) No Mitigation. The Employee
shall not be required to mitigate the amount of any payment or benefit
contemplated by this Section 7, nor, except as provided in Section 7(b), shall
any such payment or benefit be reduced by earnings or benefits that the Employee
may receive from any other source.

     


    
      
        
                                                                .

        

         


      

      
        vi

        
          

        

      

      
         


      

    

     

    
      8. Change
in Control Payment, Severance Payment and Severance Benefits Conditioned Upon
Execution of Effective Release of Claims.

    

    
    

     

    Notwithstanding
any of the foregoing to the contrary, in no event shall the Company be required
to make any payment or provide any benefit pursuant to Section 6 or 7 above
(except for payments of accrued and unpaid vacation) unless and until the
Employee executes and delivers to the Company a General Release in the form of
Exhibit A, and such release becomes effective in accordance with its terms no
later than 90 days following the termination of employment date; provided,
however, that pending such execution and delivery of such a release by the
Employee, the Company will advance for the account of the Employee premiums
required to be paid during the period during which the effectiveness of the
release is pending if necessary to avoid lapse with respect to the Employee
within such period of a group dental, health or disability policy to which
Severance Benefits provided under Subsection 7(a)(ii) relate, which advance
shall be repaid by the Employee upon expiration of (i) the period during which
the Employee is permitted to consider whether to execute the release (if the
Employee does not execute the release) or (ii) the period during which the
effectiveness of the release is pending (if the Employee executes the
release).

     

    9. Certain
Additional Payments.

     

    (a) Anything
in this Agreement to the contrary notwithstanding, if any payment or benefit the
Employee would receive from the Company pursuant to this Agreement or otherwise
(a “Payment”)
would (i) constitute a “parachute payment” within the meaning of Section 280G of
the Code, and (ii) but for this sentence, be subject to the excise tax imposed
by Section 4999 of the Code (the “Excise
Tax”), then such Payment shall be equal to the Reduced
Amount.  The “Reduced
Amount” shall be either (x) the largest portion of the Payment that would
result in no portion of the Payment being subject to the Excise Tax or (y) the
largest portion of the Payment, up to and including the total Payment, whichever
amount, after taking into account all applicable federal, state and local
employment taxes, income taxes, and the Excise Tax (all computed at the highest
applicable marginal rate), results in the Employee’s receipt, on an after-tax
basis, of the greater amount of the Payment notwithstanding that all or some
portion of the Payment may be subject to the Excise Tax. If a reduction in
payments or benefits constituting “parachute payments” is necessary so that the
Payment equals the Reduced Amount, reduction shall occur in the following
order:  reduction of cash payments; cancellation of accelerated
vesting of stock awards; reduction of employee benefits.  If
acceleration of vesting of stock award compensation is to be reduced, such
acceleration of vesting shall be cancelled in the reverse order of the date of
grant of the Executive’s stock awards.

     

    (b) The
Company shall appoint a nationally recognized independent accounting firm to
make the determinations required hereunder, which accounting firm shall not then
be serving as accountant or auditor for the individual, entity or group that
effected the Change in Control.  The Company shall bear all expenses
with respect to the determinations by such accounting firm required to be made
hereunder.

     

    (c) The
accounting firm engaged to make the determinations hereunder shall provide its
calculations, together with detailed supporting documentation, to the Company
and 

     

    
      
        
        

      

      
        vii

        
          

        

      

      
        
        

      

    

     

    the
Executive within fifteen (15) calendar days after the date on which the
Executive’s right to a Payment is triggered (if requested at that time by the
Company or the Executive) or such other time as requested by the Company or the
Executive.  If the accounting firm determines that no Excise Tax is
payable with respect to a Payment, either before or after the application of the
Reduced Amount, it shall furnish the Company and the Executive with an opinion
reasonably acceptable to the Executive that no Excise Tax will be imposed with
respect to such Payment.  The Company shall be entitled to rely upon
the accounting firm’s determinations, which shall be final and binding on all
persons.

     

    10. Nondisclosure.

     

    During
the term of this Agreement and thereafter (notwithstanding the termination of
this Agreement or the Employee’s employment hereunder), the Employee shall not,
without the prior written consent of the Chief Executive Officer or his designee
or the Board, disclose or use for any purpose (except in the course of her
employment under this Agreement and in furtherance of the business of URS)
confidential information or proprietary data of URS, except as required by
applicable law or legal process, in which case promptly and before disclosure
the Employee shall give notice to the Company of any such requirement or
process; provided, however, that confidential information shall not include any
information available from another source on a nonconfidential basis, known
generally to the public, or ascertainable from public or published information
(other than as a result of unauthorized disclosure by the Employee) or any
information of a type not otherwise considered confidential by persons engaged
in the same business as, or a business similar to, that conducted by URS. The
Employee agrees to deliver to the Company at the termination of her employment,
or at any other time the Company may request, all memoranda, notes, plans,
records, reports and other documents or electronic information (and copies
thereof) relating to the business of URS, which she may then possess or have
under her control. Nothing in this Section 10 or elsewhere in this Agreement
shall be deemed to waive, or to permit or authorize the Employee to take any
action which waives or could have the consequence of waiving, the
attorney-client privilege, the work product doctrine or any other privilege or
doctrine with respect to any information in the possession of the Employee or
any communication between the Employee and URS or any of its directors,
officers, employees, agents or other representatives.

     

    11. Miscellaneous
Provisions.

     

    (a) Successors. Subject to Section
11(j) below and provided that the Employee may not delegate her duties hereunder
without the consent of the Board, this Agreement and all rights hereunder shall
inure to the benefit of, and be enforceable by, the parties’ successors,
assigns, personal or legal representatives, executors, administrators, heirs,
distributees, devisees and legatees.

     

    (b) Notice. Notices and all other
communications contemplated by this Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered, when mailed by U.S.
registered mail (return receipt requested and postage prepaid), or when
telecopied. In the case of the Employee, mailed notices shall be addressed to
her at the home address which she most recently communicated to the Company in
writing for income tax withholding purposes or by notice given pursuant to this
Section 11(b). In the case of the 

     

    
      
        
        

      

      
        viii

        
          

        

      

      
        
        

      

    

     

    Company,
mailed notices shall be addressed to the corporate headquarters of the Company
as reflected in its most recent Report on Form 10-Q or Form 10-K filed with the
U.S. Securities and Exchange Commission, directed to the attention of its
Secretary. Telecopied notices shall be sent to such telephone number as the
Company and the Employee may specify for this purpose.

     

    (c) Waiver. No provision of this
Agreement shall be modified, waived or discharged unless the modification,
waiver or discharge is agreed to in writing and signed by the Employee and by an
authorized officer of the Company (other than the Employee). No waiver by either
party of any breach of, or of compliance with, any condition or provision of
this Agreement by the other party shall be considered a waiver of any other
condition or provision or of the same condition or provision at another
time.

     

    (d) Whole Agreement. No
agreements, representations or understandings (whether oral or written and
whether express or implied) which are not expressly set forth in this Agreement
have been made or entered into by either party with respect to the subject
matter hereof. Effective as of the date hereof, this Agreement amends, restates
and supersedes all prior employment agreements and severance agreements between
the parties, any other URS Entity, and their respective
predecessors.

     

    (e) Withholding. All payments made
under this Agreement shall be subject to reduction to reflect taxes and other
payroll deductions required to be withheld by law. The Employee hereby declares
under penalty of perjury that the Social Security Number she has provided to the
Company is true and accurate. To the extent permitted by applicable law, the
Company shall also be entitled to withhold from or offset against any payments
under this Agreement any amounts owed by the Employee (whether or not
liquidated) to the Company or any other URS Entity.

     

    (f) Certain Reductions and
Offsets. Notwithstanding any other provision of this Agreement to the
contrary, any payments or benefits under this Agreement shall be reduced by any
severance payments and benefits payable by URS to the Employee under any policy,
plan, program or arrangement, including, without limitation, any contract
between the Employee and URS.

     

    (g) Choice of Law. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the internal laws of the State of California, without regard to where the
Employee has her residence or Principal Office or where she performs her duties
hereunder.

     

    (h) Severability. The invalidity
or unenforceability of any provision or provisions of this Agreement shall not
affect the validity or enforceability of any other provision hereof, which shall
remain in full force and effect.

     

    (i) Arbitration. Except for any
court action solely seeking injunctive relief to prevent irreparable harm, any
controversy or claim arising out of or relating to this Agreement, or the breach
thereof, or the Employee’s employment with the Company or the terms and
conditions or termination thereof, or any action or omission of any kind
whatsoever in the course of or connected in any way with any relations between
URS and/or its affiliated entities and the 

     

    
      
        
        

      

      
        ix

        
          

        

      

      
        
        

      

    

     

    Employee,
including without limitation all claims encompassed within the scope of the form
of General Release attached to this Agreement as Exhibit A, shall be resolved by
final, binding and confidential arbitration to the fullest extent allowed by
law, with such arbitration to be before a single arbitrator in accordance with
the then current Employment Arbitration Rules and Mediation Procedures of the
American Arbitration Association (“AAA”), and
judgment on the award rendered by the arbitrator to be entered in any court
having jurisdiction thereof. The arbitration shall be administered by the San
Francisco, California regional office of the AAA and shall be conducted at the
San Francisco, California offices of the AAA or at such other location in San
Francisco, California as the AAA may designate. All fees and expenses of the
arbitrator and the AAA shall be paid by the Company.  The Company and
the Employee shall each have the right to legal representation in any
arbitration proceeding, at their own expense. The Company and the Employee
acknowledge and agree that any and all rights they may have to resolve their
claims by a jury trial are hereby expressly waived.  In the
arbitration, the parties are entitled to discovery sufficient to arbitrate their
disputes, as determined by the arbitrator. The arbitration shall be governed by
the substantive laws of the state of California as applied to contracts entered
into and to be performed in California. The arbitrator shall have the discretion
to award monetary and other damages, or to award no damages, and to fashion any
other relief that would otherwise be available in court. The arbitrator is also
authorized to determine if an issue is subject to this arbitration
provision.  The arbitrator will issue a written arbitration decision
that states any award and reveals the essential findings and conclusions on
which the award is based. Notwithstanding the above, this arbitration provision
shall not prohibit: (i) administrative agency claims by Employee for workers’
compensation benefits or unemployment insurance benefits; (ii) claims for
benefits under a Company plan or charter document brought pursuant to a binding
arbitration procedure specifically set forth in such plan or charter document;
or (iii) actions to compel arbitration or to enforce or vacate an arbitration
award.  Moreover, nothing in this arbitration provision is intended
to, or shall be construed as prohibiting Employee from filing an administrative
charge with the federal Equal Employment Opportunity Commission, the National
Labor Relations Board, or any state fair employment practices agency, or from
participating in any related administrative agency investigation.  The
prevailing party in any arbitration shall be entitled to recover reasonable
attorneys fees and costs incurred from the non-prevailing party, with the
prevailing party and amount of such fees and costs to be determined by the
arbitrator.

     

    (j) No Assignment. The rights of
any person to payments or benefits under this Agreement shall not be made
subject to option or assignment, either by voluntary or involuntary assignment
or by operation of law, including (without limitation) bankruptcy, garnishment,
attachment or other creditor’s process, and any action in violation of this
Section 11(i) shall be void.

     

    In Witness
Whereof, each of the parties has executed this Agreement, in the case of
the Company by its duly authorized officer, as of the day and year first above
written.

     

     

    
      
        	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Susan
      B. Kilgannon	 
	 	 	Name: 
      Susan B. Kilgannon 	 
	 	 	Date:  September
      18, 2009	 
	 	 	 	 


      

    

     

    
      
        
        

      

      
        x

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                URS Corporation,
      

                a
      Delaware corporation

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/  H.
      Thomas Hicks	 
	 	 	Name:  H.
      Thomas Hicks 	 
	 	 	Title:   
      Vice President 	 
	 	 	Date:   
      September 25, 2009	 


      

    

     

     

    


    



    
      
        
                                                                         .

        

         


      

      
        xi

        
          

        

      

      
         


      

    


    Exhibit
A

     

    GENERAL
RELEASE

     

    This
General Release (“Release”)
is executed and delivered by Susan B.
Kilgannon (“Employee”)
to and for the benefit of URS Corporation, a Delaware corporation, and any
parent, subsidiary or affiliated corporation or related entity of URS
Corporation (collectively, “Company”).

     

    In
consideration of certain payments and benefits which Employee will receive
following termination of employment pursuant to the terms of the Employment
Agreement entered into on September 18, 2009, between Employee and Company, and
as amended from time to time (the “Agreement”),
the sufficiency of which Employee hereby acknowledges, Employee hereby agrees
not to sue and fully, finally, completely and generally releases, absolves and
discharges Company, its predecessors, successors, subsidiaries, parents, related
companies and business concerns, affiliates, partners, trustees, directors,
officers, agents, attorneys, servants, representatives and employees, past and
present, and each of them (hereinafter collectively referred to as “Releasees”)
from any and all claims, demands, liens, agreements, contracts, covenants,
actions, suits, causes of action, grievances, arbitrations, unfair labor
practice charges, wages, vacation payments, severance payments, obligations,
commissions, overtime payments, workers compensation claims, debts, profit
sharing or bonus claims, expenses, damages, judgments, orders and/or liabilities
of whatever kind or nature in law, equity or otherwise, whether known or unknown
to Employee which Employee now owns or holds or has at any time owned or held as
against Releasees, or any of them, through the date Employee executes this
Release (“Claims”),
including specifically but not exclusively and without limiting the generality
of the foregoing, any and all Claims arising out of or in any way connected to
Employee’s employment with or separation of employment from Company including
any Claims based on contract, tort, wrongful discharge, fraud, breach of
fiduciary duty, attorneys’ fees and costs, discrimination in employment, any and
all acts or omissions in contravention of any federal, state or local laws or
statutes (including, but not limited to, federal or state securities laws, any
deceptive trade practices act or any similar act in any other state and the
Racketeer Influenced and Corrupt Organizations Act), and any right to recovery
based on local, state or federal age, sex, pregnancy, race, color, national
origin, marital status, religion, veteran status, disability, sexual
orientation, medical condition, union affiliation or other anti-discrimination
laws, including, without limitation, Title VII of the Civil Rights Act of 1964,
the Age Discrimination in Employment Act (the “ADEA”),
the Americans with Disabilities Act, the National Labor Relations Act, the
California Fair Employment and Housing Act, and any similar act in effect in any
jurisdiction applicable to Employee or Company, all as amended. Employee
represents that as of Employee’s execution of this Release, Employee has been
paid all wages owed, has received all the leave and leave benefits and
protections for which Employee is eligible, pursuant to the Family and Medical
Leave Act or otherwise, and has not suffered any on-the-job injury for which
Employee has not already filed a claim. Notwithstanding the above, Employee is
(a) not releasing any claim that cannot be waived under applicable state or
federal law and (b) not releasing any rights that Employee has to be indemnified
(including any right to reimbursement of expenses) arising under applicable law,
the certificate of incorporation or by-laws (or similar constituent documents of
the Company), any indemnification agreement between Employee and 

     

    
      
        
        

      

      
        xii

        
          

        

      

      
        
        

      

    

     

    the
Company, or any directors’ and officers’ liability insurance policy of the
Company. Further, nothing in this Release shall prevent Employee from filing,
cooperating with, or participating in any proceeding before the Equal Employment
Opportunity Commission, the Department of Labor, or the California Department of
Fair Employment and Housing, and any similar administrative agency in any
jurisdiction applicable to Employee or Company, except that Employee
acknowledges and agrees that Employee shall not recover any monetary benefits in
connection with any such claim, charge or proceeding with regard to any Claims
released herein.

     

    During
the time Employee is entitled to any Change in Control Payment, Severance
Payment or Severance Benefits, as defined and provided in the Agreement,
Employee agrees (i) to assist, as reasonably requested by Company, in the
transition of Employee’s responsibilities and (ii) not to solicit any employee
of Company to terminate or cease employment with Company.

     

    Employee
agrees to cooperate with the Company in responding to the reasonable requests of
the Company in connection with any and all existing or future litigation,
arbitrations, mediations or investigations brought by or against the Company, or
its current or former affiliates, agents, officers, directors or employees,
whether administrative, civil or criminal in nature, in which the Company
reasonably deems Employee’s cooperation necessary or desirable. In such matters,
Employee agrees to provide the Company with reasonable advice, assistance and
information, including offering and explaining evidence, providing sworn
statements, and participating in discovery and trial preparation and testimony.
Employee also agrees to promptly send the Company copies of all correspondence
(for example, but not limited to, subpoenas) received by Employee in connection
with any such proceedings, unless Employee is expressly prohibited by law from
so doing. The failure by Employee to cooperate fully with the Company in
accordance with this provision will be a material breach of the terms of this
Agreement, which will excuse all commitments of the Company to provide severance
or other benefits to Employee under any agreement. The Company agrees to
reimburse Employee for all reasonable out-of-pocket expenses she incurs in
connection with the performance of his obligations under this section; provided,
however, that such expenses shall not include attorneys fees, foregone wages or
payment for services provided under this section.

     

    Without
superseding any other agreements, including the Agreement, and obligations
Employee has with respect thereto, (i) Employee agrees not to divulge or use, at
any time, any information that might be of a confidential or proprietary nature
relative to Company, and (ii) Employee agrees to keep confidential all
information contained in this Release (except to the extent (A) Company consents
in writing to disclosure, (B) Employee is required by process of law to make
such disclosure and Employee promptly notifies Company of receipt by Employee of
such process, or (C) such information previously shall have become publicly
available other than by breach hereof on the part of Employee).

     

    Employee
acknowledges and agrees that neither anything in this Release nor the offer,
execution, delivery, or acceptance thereof shall be construed as an admission by
Company of any kind, and this Release shall not be admissible as evidence in any
proceeding except to enforce this Release.

     

    It is the
intention of Employee in executing this instrument that it shall be effective as
a 

     

    
      
        
        

      

      
        xiii

        
          

        

      

      
        
        

      

    

     

    bar to
each and every claim, demand, grievance and cause of action hereinabove
specified. In furtherance of this intention, Employee hereby expressly consents
that this Release shall be given full force and effect according to each and all
of its express terms and provisions, including those relating to unknown and
unsuspected claims, demands, grievances and causes of action, if any, as well as
those relating to any other claims, demands, grievances and causes of action
hereinabove specified, and elects to assume all risks for claims, demands,
grievances and causes of action that now exist in Employee’s favor, known or
unknown, that are released under this Release. Employee acknowledges Employee
may hereafter discover facts different from, or in addition to, those Employee
now knows or believes to be true with respect to the claims, demands, liens,
agreements, contracts, covenants, actions, suits, causes of action, wages,
obligations, debts, expenses, damages, judgments, orders and liabilities herein
released, and agrees the release herein shall be and remain in effect in all
respects as a complete and general release as to all matters released herein,
notwithstanding any such different or additional facts.

     

    If any
provision of this Release or application thereof is held invalid, the invalidity
shall not affect other provisions or applications of the Release which can be
given effect without the invalid provision or application. To this end, the
provisions of this Release are severable.

     

    Employee
represents and warrants that Employee has not heretofore assigned or transferred
or purported to assign or transfer to any person, firm or corporation any claim,
demand, right, damage, liability, debt, account, action, cause of action, or any
other matter herein released.

     

    Employee
represents that Employee is not aware of any claims other than the claims that
are released by this instrument. Employee acknowledges that Employee is familiar
with the provisions of California Civil Code Section 1542, which states as
follows:

     

    A general
release does not extend to claims which the creditor does not know or suspect to
exist in his or her favor at the time of executing the release, which if known
by him or her must have materially affected his or her settlement with the
debtor.

     

    Employee,
being aware of such Code section, agrees to waive any rights Employee may have
thereunder, as well as under any other statute or common law principle of
similar effect.

     

    ADEA
Notice To Employee (Applicable If Age 40 or Older)

     

    If
employee is 40 years of age or older, the law requires that Employee be advised
and Company hereby advises Employee in writing to consult with an attorney and
discuss this Release before executing it. Employee acknowledges Company has
provided to Employee at least twenty-one (21) calendar days (forty-five (45)
calendar days, in the case of a group termination) within which to review and
consider this Release before signing it.

     

    Should
Employee decide not to use the full twenty-one (21) or forty-five (45) days, as
applicable, then Employee knowingly and voluntarily waives any claims that
Employee was not in fact given that period of time or did not use the entire
twenty-one (21) or forty-five (45) days to consult an attorney and/or consider
this Release. Employee acknowledges that Employee may revoke this Release for up
to seven (7) calendar days following Employee’s execution of this 

     

    
      
        
        

      

      
        xiv

        
          

        

      

      
        
        

      

    

     

    Release
and that it shall not become effective or enforceable until such revocation
period has expired. Employee further acknowledges and agrees that such
revocation must be in writing and delivered to Company in accordance with the
Notice provision in the Agreement and must be received by Company as so
addressed not later than midnight on the seventh (7th) day following Employee’s
execution of this Release. If Employee so revokes this Release, the Release
shall not be effective or enforceable and Employee will not receive the monies
and benefits described above. If Employee does not revoke this Release in the
time frame specified above, the Release shall become effective at 12:00:01 A.M.
on the eighth (8th) day after it is signed by Employee.

     

    Employee
acknowledges that as part of this Release Employee is knowingly and voluntarily
waiving and releasing any rights Employee may have under the ADEA (the “ADEA
Waiver”). Employee also acknowledges that the consideration given for the ADEA
Waiver is in addition to anything of value to which Employee was already
entitled. Employee further acknowledges that Employee has been advised by this
writing, as required by the ADEA, that Employee’s ADEA Waiver does not apply to
any rights or claims that arise after the date Employee executes this
Release.

     

    In the
case of a group termination, the law requires that Employee be provided a
detailed list of the job titles and ages of all employees who were terminated in
the group termination and the ages of all employees of the Company in the same
job classification or organizational unit who were not terminated. If involved
in a group termination, by signing below the Employee acknowledges that Employee
has been provided with this information.

     

    Effective
Date For Employee If Under Age 40

     

    If
employee is less than 40 years of age, the ADEA Notice to Employee section
immediately above will not apply, and this Release shall become effective on the
day it is signed by Employee and received by the Company.

     

     

    PLEASE
READ THIS ENTIRE GENERAL RELEASE CAREFULLY.  IT CONTAINS A GENERAL
RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

     

    I have
read and understood the foregoing General Release, have been advised to and have
had the opportunity to discuss it with anyone I desire, including an attorney of
my own choice, and I accept and agree to its terms, acknowledge receipt of a
copy of the same and the sufficiency of the monies and benefits described above,
and hereby execute this Release voluntarily and with full understanding of its
consequences.

     

     

    
      	 	Name:   	Susan
      B. Kilgannon	 
	 	 	 	 
	 	Date:	 	 


    

    
 

    
      xv