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EXHIBIT 10.1





EMPLOYMENT
AGREEMENT





This
Employment
Agreement (the “Agreement”) is entered into as of August 7, 2008, by and
between Thomas H.
Zarges (the “Employee”) and Washington
Group Holdings, Inc., a Delaware corporation (the
“Company”).





Witnesseth





Whereas,
the Employee entered into a Severance Agreement dated September 8, 2006 with
Washington Group International, Inc., a predecessor of the Company (the “Prior
Agreement”); and





Whereas,
effective as of the Employee’s promotion to the position of President of the
Washington Division of URS Corporation, a Delaware corporation and the parent of
the Company (“URS Delaware”) on January 11, 2008 (the “Effective Date”), the
Company wished and agreed to continue employing the Employee, and the Employee
was and is willing to continue such employment, on 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 continue 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) 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, with or
without advance notice, for Cause.  For all purposes under this
Agreement, “Cause” shall mean:





(i)  A willful
failure or omission of the Employee to substantially perform his 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; or





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





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





(d)  Resignation by
Employee.  The Employee may terminate his 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 his death.





1


(f)  Disability.  Subject
to applicable laws, 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 the Employee, at the time the notice is given, has performed none of
his duties under this Agreement for a period of not less than one hundred eighty
(180) consecutive days as a result of any physical or mental injury or
illness.  In the event the Employee resumes the performance of
substantially all of his duties hereunder before termination of his 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 Section 6, 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 and including the
effective date of the termination, which shall include all accrued and unused
vacation, all of which shall fully discharge all responsibilities of the
Company, URS Delaware and their 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.  Other than with respect to the ongoing obligations
described herein, or as otherwise agreed in writing between the Employee and
Company, this Agreement shall terminate on the fifth (5th)
anniversary of the date of this Agreement.





2.  Duties
And Scope Of Employment.





(a)  Position.  The
Company agrees to employ the Employee in an executive position as the President,
Washington Division from the Effective Date and for the term of his 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 him to travel frequently and
extensively.  If the principal office to which the Employee is
assigned 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 his employment under this Agreement, the Employee shall devote his
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 his 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 his
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, he shall resign from
any and all positions he 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.





2


3.  Base
Compensation And Target Bonus.





During
the term of the Employee’s employment under this Agreement, the Company agrees
to pay the Employee as compensation for his services a base salary at an annual
rate of Seven Hundred Thousand Dollars ($700,000), or at such higher rate as the
Board 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 his 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 one hundred percent (100%) of Base
Compensation beginning with the 2008 fiscal year and for each subsequent fiscal
year. (The annual target bonus percentage specified in this Section 3, as
increased by the Board 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.


(a)  General.During the term of
his 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 Board or any such person
as to whether and to what extent the Employee shall so participate or cease to
participate, and (iii) amendment, modification or termination of any such plan
or program in the sole and absolute discretion of URS.





(b)  Retention
Bonus.  The Company will pay to the Employee, on the first
regular payroll payment date following first anniversary of the Effective Date,
a one-time retention bonus (the “Retention Bonus”) in the amount of two million
four hundred thousand dollars ($2,400,000); provided that the Employee has
remained employed by the Company under the terms of this Agreement through such
date.





5.  Business
Expenses.





In
accordance with the Company’s generally applicable policies, (i) during the term
of his employment under this Agreement, the Employee shall be authorized to
incur necessary and reasonable travel, entertainment and other business expenses
in connection with his 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.


(a)  Severance Payment and Severance
Benefits.  In the event that, during the term of this
Agreement, the Company terminates the Employee’s employment for any reason other
than Cause, or the Employee voluntarily resigns his employment for Good Reason
within one (1) month of the occurrence of the event constituting Good Reason, or
the Employee voluntarily resigns his employment for any reason at any time after
the first anniversary of the Effective Date, then:





3


(i)  The
Company shall pay to the Employee in a lump sum an amount (the “Severance
Payment”) equal in the aggregate to the sum of (x) the Retention Bonus if and
only if and to the extent the Retention Bonus has not previously been paid
pursuant to Section 4(b), plus (y) fifty thousand dollars ($50,000) in lieu of
providing financial counseling benefits to the Employee.  The
Severance Payment shall be paid in a lump sum not more than five (5) business
days following the effective date of the Employee’s release as described in
Section 7 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 his 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 7.  The Severance Payment shall be in lieu of (i)
any further payments to the Employee under Section 3, (ii) any further accrual
of benefits under Section 4 with respect to periods subsequent to the date of
the employment termination and (iii) any entitlement to the Retention
Bonus.  In addition, at the time of the employment termination, the
Company shall pay to the Employee all accrued and unpaid vacation.





(ii)  For the
period of eighteen (18) months following such termination, the Company shall (i)
reimburse the Employee for dental and health insurance premiums required to be
paid by the Employee for such eighteen (18) month period to obtain COBRA
continuation coverage within the meaning of Section 4980B(f)(2) of the Code,
provided the Employee elects such continuation coverage, and (ii) 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
eighteen (18) month period (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) (payments and
benefits under this Subdivision (ii) of Section 6(a), collectively “Severance
Benefits”).  The amount of any in-kind benefits provided under this
Section 6(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 6(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.





(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) Incentive
Programs.  If, during the term of the Employee’s employment
under this Agreement, a Change in Control occurs, the Employee shall become
fully vested in all awards heretofore or hereafter granted to him under all
incentive compensation, deferred compensation, bonus, stock option, stock
appreciation rights, restricted stock, phantom stock or similar plans maintained
by URS that were held by the Employee but had not yet vested as of the date of
the Change in Control, 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.





(d)  Change in
Control.  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 URS Delaware
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 URS
Delaware.





4


(e)  Good Reason.  For
all purposes under this Agreement, “Good Reason” shall mean that (i) the
Employee has incurred a reduction in his Base Compensation or Annual Target
Bonus or (ii) the Employee’s responsibilities and authority, as set forth in
Section 2(a), have been substantially reduced, or (iii) the Employee’s principal
office is changed, without the Employee’s written approval, to a location more
than fifty (50) miles from the location of the Employee’s principal office on
the date hereof.





(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.  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 4(b) or Section 6
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;
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 Subdivision (ii) of Section 6(a) 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
then revokes it within the seven- (7-) day revocation period).





8.  Certain
Additional Payments.





If any
payments, distributions or other benefits by or from the Company to or for the
benefit of the Employee, whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise, but determined without
regard to any additional payment required under this Section 8 (collectively,
the “Payment”), would be subject to the excise tax imposed by Section 4999 of
the Code or any interest or penalties are incurred by the Employee with respect
to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the “Excise Tax”), then
the Employee shall be entitled to receive from the Company an additional
payment  (a “Gross-Up Payment”) in an amount such that after payment
by the Employee of all taxes (including, without limitation, any Excise Tax,
income and employment taxes and any interest and penalties imposed with respect
thereto) and the Excise Tax imposed upon the Gross-Up Payment, the Employee
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payment.  All calculations required by this Section 8 shall be
performed by the independent auditors retained by URS Delaware most recently
prior to the Change in Control (the “Auditors”), based on information supplied
by the Company and the Employee, and shall be final and binding on the Company
and the Employee.  All fees and expenses of the Auditors shall be paid
by the Company.  Any Gross-Up Payment shall be made by the end of the
Employee’s taxable year following the Employee’s taxable year in which the
Employee remits the related taxes.





5


9.  Nondisclosure.





During
the term of this Agreement and thereafter, 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 his 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 his 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 he may then possess
or have under his control.  Nothing in this Section 9 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.





10.  Miscellaneous
Provisions.





(a)  Successors.  Subject
to Section 10(j) below and provided that the Employee may not delegate his
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 him at the home address which he most recently communicated to the
Company in writing for income tax withholding purposes or by notice given
pursuant to this Section 10(b).  In the case of the Company, mailed
notices shall be addressed to the corporate headquarters of URS Delaware as
reflected in its most recent Annual Report on Form 10-K or Quarterly Report on
Form 10-Q 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)  Modifications;
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 the Prior Agreement and any and all other 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 he has provided to the Company is true and
accurate.  To the extent permitted by applicable law, the Company also
shall 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.





6


(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 his residence or principal office or where he performs
his 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
as otherwise provided in Section 8,  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 the 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 finally settled by
binding arbitration before a single arbitrator in accordance with the then
current Employment Arbitration Rules and Mediation Procedures of the American
Arbitration Association (the “Association”), and judgment on the award rendered
by the arbitrator may be entered in any court having jurisdiction
thereof.  The arbitration shall be administered by the San Francisco,
California regional office of the Association and shall be conducted at the San
Francisco, California offices of the Association or at such other location in
San Francisco, California as the Association may designate.  All fees
and expenses of the arbitrator and such Association shall be paid by the
Company.  The Company and the Employee acknowledge and agree that any
and all rights they may have to resolve their claims by a jury trial hereby are
expressly waived.





(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 10(j) 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.





/s/ Thomas
      H. ZargesThomas H.
    ZargesDate:
      August 1, 2008Washington
      Holdings, Inc.,a
      Delaware corporation
 By:
              /s/ Joseph
      MastersJoseph
      MastersVice
      PresidentDate:
      August 7, 2008





7


Exhibit
A





GENERAL
RELEASE


(Individual
Termination)





This
General Release (“Release”) is executed and delivered by Thomas H.
Zarges(“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 as of August 7, 2008, between Employee and Company (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, 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 or
state 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 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, 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, whether such claim be based upon an action filed by Employee or by a
governmental agency.  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 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.





8


During
the time Employee is entitled to any Change in Control vesting, Severance
Payment or Severance Benefits, as defined and provided in Section 6 of 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.  Without superseding any other agreements, including the
Agreement, and obligations Employee has with respect thereto, (i) Employee
agrees not to divulge 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 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 he is not aware of any claims other than the claims that are
released by this instrument.  Employee acknowledges that he 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 favor at the time of executing the release, which if known by him
must have materially affected his settlement with the debtor.





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





ADEA
NOTICE TO EMPLOYEE





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.





9


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
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 Section 10(b) of 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.  Employee acknowledges that Employee has been provided
with this information.





PLEASE
READ CAREFULLY.  THIS AGREEMENT 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.








Dated:Thomas
      H. Zarges


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