ex10-2.htm


    
      EXHIBIT 10.2


    


    URS
CORPORATION

    


    First
Amendment To The

    Restated
Incentive Compensation Plan

    2009
Plan Year Summary

    


    
      	
              I.  

            	
              Plan
      Objectives

            


    

     

    The URS Corporation Restated Incentive
Compensation Plan (the “Plan”) is intended to provide rewards to individuals who
make a significant contribution to the financial performance of URS Corporation
and its URS, EG&G and Washington Divisions (collectively, the “Company”)
during each fiscal year (a “Plan Year”).  Among other things, the Plan
is intended to:

    


    
      	
              ·  

            	
              Help
      key employees to focus on achieving specific financial
      targets;

            


    

    


    
      	
              ·  

            	
              Reinforce
      teamwork;

            


    

    


    
      	
              ·  

            	
              Provide
      significant award potential for achieving outstanding performance;
      and

            


    

    


    
      	
              ·  

            	
              Enhance
      the Company’s ability to attract and retain highly talented and competent
      people.

            


    

    


    This
document is only a summary regarding the application of the Plan with respect to
the 2009 Plan Year.  For complete information regarding the Plan
(including defined terms not defined in this Summary document), participants
should refer to the Plan document.  Each Award provided by the Plan
constitutes a Performance Cash Award (as defined in the URS Corporation 2008
Equity Incentive Plan, as amended from time to time (the “EIP”)) and will be
governed by the provisions of the EIP, the Plan, and any documents regarding the
application of the Plan with respect to a particular Plan Year (including this
summary).  In the event of any conflict between the provisions of the
EIP, the Plan and any such documents, the provisions of the EIP will
control.  In the event of any conflict between the provisions of the
EIP, the Plan or any such documents and the provisions of a Designated
Participant’s employment agreement, the provisions of the Designated
Participant’s employment agreement will control.

    


    
      	
              II.  

            	
              General
      Plan Description

            


    

     

    A. Eligibility

     

    The Plan provides an opportunity for
employees to earn cash Awards based on achievement of Company and individual
Performance Goals during a Plan Year.  Eligible participants are
classified in one of two categories:

    


    
      	
               
      

            	
              1.

            	
              “Designated
      Participants” are key employees who have the potential to significantly
      impact the Company’s success; or

            


    

    



    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              2.

            	
              “Non-Designated
      Participants” are employees who demonstrate outstanding individual effort
      and results during the year.  Awards to this group of employees
      are paid from a discretionary bonus
pool.

            


    

    


    Except as
noted in this paragraph, to be eligible to receive an Award under the Plan,
participants must be employed by the Company at the end of the Plan
Year.  However, if the employment of a Designated Participant is
terminated prior to the end of a Plan Year due to the Designated Participant’s
death, Disability or Retirement (as such terms are defined in the EIP), other
than the Retirement of a Covered Employee (as defined in the Plan), the
Designated Participant (or the Designated Participant’s heirs in the case of
death) will be eligible to receive a pro-rata Award based on the time the
Designated Participant was employed by the Company and the Performance Goals
achieved.  If a Designated Participant’s employment is terminated for
any other reason prior to the end of a Plan Year (whether voluntary or
involuntary), the Designated Participant will not receive an Award.

    


    New hires
(employees who join the Company during the Plan Year) who are identified as
Designated Participants must have at least three months of service and be
employed by the Company at the end of a Plan Year to be eligible to receive a
pro-rata Award based on the time the Designated Participant was employed by the
Company and the Performance Goals achieved (except in the case of death,
Disability or Retirement, as described above).  New hires who are
Covered Employees are subject to certain additional requirements set forth in
the Plan. Notwithstanding the foregoing, the terms of a Designated Participant’s
employment agreement will supersede the terms and conditions of the
Plan.

    


    
      	
              B.  

            	
              Performance
      Goals

            


    

     

    Each Plan
Year, the Compensation Committee of the Board of Directors (the “Committee”)
establishes, or authorizes the establishment within specified parameters of,
specific Performance Goals for the Company and for Designated Participants,
including weightings of the Performance Goals, by the business unit or units in
which the Designated Participant is expected to have the most direct
impact.  The Performance Goals may be based on any one of, or
combination of, or any ratio between two or more of the Performance Criteria set
forth in the Plan, as they may be specifically defined by the Committee for each
Plan Year.

    


    In
addition, the Committee shall make appropriate adjustments in the method of
calculating the attainment of Performance Goals for the Plan Year, as authorized
under the EIP and set forth in the Plan.

    



    
      
        
           

        

         


      

      
        ii

        
          

        

      

      
         


      

    


    
      	
              C.  

            	
              Target
      Bonus Pool

            


    

     

    Each Plan
Year, the Committee identifies a Target Bonus Pool as part of the Company’s
financial planning process.  The Target Bonus Pool is the sum of all
anticipated Awards for Designated Participants and Non-Designated
Participants.  The Actual Bonus Pool may be greater or less than the
Target Bonus Pool depending on the Company’s actual performance relative to the
Performance Goals established for a Plan Year.

     

    
      	
              D.  

            	
              Target
      Award Percentage

            


    

     

    Each Plan
Year, the Committee assigns to, or authorizes the assignment to, each Designated
Participant a Target Award Percentage, expressed as a percentage of Base Salary,
based on his or her anticipated contributions to the Company.

    


    
      	
              III.  

            	
              2009
      Plan Year

            


    

     

    
      	
              A.  

            	
              Performance
      Criteria Definitions

            


    

     

    The
Committee selected and defined Performance Criteria as follows for the 2009 Plan
Year for application to the Company-wide Performance Goals and the Performance
Goals established for the Section 16 Officers (as defined in the
Plan):

    


    
      	
               
      

            	
              1.

            	
              Net
      Income.  “Net Income” shall mean the consolidated net
      income of the Company for the 2009 fiscal year as determined under
      generally accepted accounting principles, as adjusted for any material and
      objectively determinable impacts of the items specified in the Plan that
      were not reflected in the 2009 financial plan approved by the
      Board.  Net Income will be calculated after all bonuses are
      accrued and assumed to have been paid in
full.

            


    

     

    
      	
               
      

            	
              2.

            	
              Profit
      Contribution.  “Profit Contribution” shall mean the
      operating income of the business unit(s) for which a Designated
      Participant has accountability, minus interest expense and minority
      interests attributable to the unit(s), but before allocation of specified
      unit expenses, including stock compensation expenses
      and  amortization of intangible
  assets.

            


    

     

    The
Committee also selected and defined additional Performance Criteria for the 2009
Plan Year for application to, in addition to or in lieu of the Performance
Criteria specified above, the Performance Goals established for Designated
Participants other than the Section 16 Officers, including the
following:

    


    
      	
               
      

            	
              3.

            	
              Average Day Sales
      Outstanding. “Average Day Sales Outstanding” shall mean the average
      of the twelve (12) months of Day Sales Outstanding.  “Day Sales
      Outstanding” or “DSOs” shall mean ninety (90) multiplied by a fraction,
      the numerator of which is the sum of billed accounts receivable plus
      unbilled accounts receivable minus billings in excess of cost, and the
      denominator of which is the sum of the last three (3) months of revenues,
      with respect to the business unit(s) for which a Designated Participant
      has accountability.  DSOs

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

       

      
        	
              	
                 

              	
                shall
      be calculated monthly.

              


      

       

    

    
      	
               
      

            	
              4.

            	
              Working Capital Days
      Outstanding (WCDO).  “Working Capital Days Outstanding”
      or “WCDO” shall mean the average of the four quarterly WCDOs with respect
      to the business unit(s) for which a Designated Participant has
      accountability. The quarterly WCDOs shall be calculated by dividing the
      average Working Capital of the business unit(s) for the quarter (the sum
      of the Working Capital of the business unit(s) at the end of each of the
      three months during the quarter divided by 3) by the annualized daily
      Revenue for the business unit(s) (Revenue for the business unit(s) during
      the quarter times 4 divided by 365).  Working Capital is defined
      as current assets (excluding foreign cash, corporate unrestricted cash and
      deferred taxes) less current liabilities (excluding costs to complete,
      deferred taxes and the restructuring
reserve).

            


    

     

    
      	
               
      

            	
              5.

            	
              Revenues.  “Revenues”
      shall mean the consolidated revenue of the Company, or of the relevant
      business unit(s) for which a Designated Participant has accountability, as
      determined under generally accepted accounting
  principles.

            


    

     

    
      	
               
      

            	
              6.

            	
              New
      Sales.  “New Sales” shall mean gross additions to backlog
      with respect to the business unit(s) for which a Designated Participant
      has accountability.

            


    

     

    
      	
               
      

            	
              7.

            	
              New Work
      Margin.  “New Work Margin” shall mean the margin target
      established by the relevant business unit(s) for which a Designated
      Participant has accountability for New Sales.  A volume hurdle
      will be established for those units using this criteria.  This
      criteria excludes small change orders and extensions on existing
      work.

            


    

     

    
      	
               
      

            	
              8.

            	
              Safety
      Record.  “Safety Record” shall mean the total reportable
      incident rate as defined by the Occupational Safety and Health
      Administration (OSHA).

            


    

     

    
      	
              B.  

            	
              Performance
      Goals

            


    

     

    For the
2009 Plan Year, the Committee established as a prerequisite to all bonus
payments under the Plan that the Company meet a minimum Net Income
threshold.

    



    
      
        
           

        

         


      

      
        iv

        
          

        

      

      
         


      

    


    In
addition, the Committee established, or authorized the establishment of, primary
business unit Performance Goals and individual Performance Goals for Designated
Participants by the business unit where the Designated Participant is expected
to have the most direct impact as follows:


     

    
      	
              Business Unit

            	 	
              Performance Goals

            
	
              URS
      Corporation

            	 	
              Net
      Income

            
	
              URS
      Division

            	 	
              URS
      Division Profit Contribution

            
	
              EG&G
      Division

            	 	
              EG&G
      Division Profit Contribution

            
	
              Washington
      Division

            	 	
              Washington
      Division Profit Contribution

            


    

    


    In addition, for Designated
Participants in the URS, EG&G and Washington Divisions, the Committee
established, or authorized the establishment of, various secondary individual
Performance Goals consisting of Average Day Sales Outstanding, Working Capital
Days Outstanding, Safety Record, Revenues, New Sales, New Work Margin as well as
other Performance Goals set forth in the Plan, and established, or authorized
the establishment of, relative weighting to be allocated among all such
Performance Goals.

    



    
      
        
           

        

         


      

      
        v

        
          

        

      

      
         


      

    


    
      	
              C.  

            	
              Target
      Bonus Pool

            


    

     

    For the
2009 Plan Year, the Committee established a Target Bonus Pool which will be
funded based on achievement of the Company and Division Performance Goals as
follows:


    
      	
              Performance Results

            	 	
              2009 Award Pool Funding

            	 
	
              For
      URS Corporation, URS Division and EG&G Division:

            	 	 	 
	
              115%
      of Performance Goal

            	 	 	200	%
	
              100%
      of Performance Goal

            	 	 	100	%
	
              85%
      of Performance Goal, or below

            	 	 	0	%
	
              For
      Washington Division:

            	 	 	 	 
	
              115%
      of Performance Goal

            	 	 	150	%
	
              100%
      of Performance Goal

            	 	 	100	%
	
              85%
      of Performance Goal

            	 	 	50	%
	
              70%
      of Performance Goal, or below

            	 	 	0	%


    

     

    
      	
              D.  

            	
              Target
      Award Percentage

            


    

     

    For the
2009 Plan Year, the Committee established the following Target Award Percentages
for the Company’s Section 16 Officers:

     

    
      	
              Name

            	 	
              2009 Target Award Percentage

              (as
      a percentage of base salary)

            	 
	
              Martin
      M. Koffel

            	 	 	125	%
	
              H.
      Thomas Hicks

            	 	 	100	%
	
              Thomas
      W. Bishop

            	 	 	70	%
	
              Reed
      N. Brimhall

            	 	 	75	%
	
              Gary
      V. Jandegian

            	 	 	100	%
	
              Joseph
      Masters

            	 	 	70	%
	
              Randall
      A. Wotring

            	 	 	100	%
	
              Susan
      B. Kilgannon

            	 	 	45	%
	
              Thomas
      Zarges

            	 	 	100	%


    

    



    
      
        
           

        

         


      

      
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              IV.  

            	
              Determination
      of Awards

            


    

     

    Awards to Designated Participants will
be dependent upon satisfying one or more of the following criteria: (1) the
Company achieving its Net Income threshold; (2) the Division achieving its
minimum Profit Contribution threshold; and (3) the Designated Participant
achieving his/her individual Performance Goal(s). A Designated Participant’s
Award will be calculated based on the percentage of his/her Performance Goal(s)
achieved, multiplied by his/her Target Award Percentage and by his/her Base
Salary earned during the Plan Year.  Determinations of Awards to
Non-Designated Participants (from the discretionary pool) will be made by the
Committee or the CEO at the end of a Plan Year.

    


    
      	
              V.  

            	
              Other
      Plan Provisions

            


    

     

    
      	
              A.  

            	
              Payment
      of Awards

            


    

     

    Assessment of actual performance and
payout of Awards will be subject to completion of the Company’s fiscal year-end
independent audit and certification by the Committee that the applicable
Performance Goals and other material terms of the Plan have been
met.

    


    The Actual Award earned will be paid to
Designated Participants (or the Designated Participant’s heirs in the case of
death) in cash within 30 days following completion of both the independent audit
and the above-referenced certification by the Committee.  Awards to
Non-Designated Participants will be paid concurrently to the extent practicable,
but in any case within thirty (30) days following the payment of Awards to
Designated Participants.  Payroll and other taxes will be withheld as
required by law.

    


    
      	
              B.  

            	
              Plan
      Accrual

            


    

     

    Estimated payouts for the Plan will
accrue monthly during each Plan Year.  At the end of each fiscal
quarter, the estimated Actual Awards for the Plan Year will be evaluated based
on actual performance to date and the monthly accrual rate will be adjusted so
that the cost of the Plan is fully accrued at Plan
Year-end.   Accrual of estimated payouts does not imply vesting
of any individual Awards to Designated Participants.

    


    
      	
              C.  

            	
              Administration

            


    

     

    The Plan
will be administered by the Committee and the CEO, except that the Committee
retains final authority regarding all aspects of Plan administration, the
resolution of any disputes, and application of the Plan in any respect to a
Covered Employee.  The Committee may, without notice, amend, suspend
or revoke the Plan at any time.

    


    
      	
              D.  

            	
              Assignment
      of Employee Rights

            


    

     

    No employee has a claim or right to be
a participant, to continue as a participant or to be granted an Award under the
Plan.  Participation in the Plan does not give an employee the right
to be retained in the employment of the Company or its affiliates, nor does it
imply or confer any other employment rights.


    
      
        
           

        

         


      

      
        vii

        
          

        

      

      
         


      

    


    Nothing
contained in the Plan shall be construed to create a contract of employment with
any participant.  The Company and its Affiliates reserve the right to
elect any person to its offices and to remove any employees in any manner and
upon any basis permitted by law.

    


    Nothing
contained in the Plan shall be deemed to require the Company or its Affiliates
to deposit, invest or set aside amounts for the payment of any
Awards.  Participation in the Plan does not give a participant any
ownership, security or other rights in any assets of the Company or any of its
Affiliates.

    


    
      	
              E.  

            	
              Validity

            


    

     

    In the event that any provision of the
Plan is held invalid, void or unenforceable, such provision shall not affect, in
any respect, the validity of any other provision of the Plan.

    


    
      	
              F.  

            	
              Governing
      Law

            


    

     

    The Plan will be governed by, and
construed in accordance with, the laws of the State of California.

    


     

    
      viii