exv10w1



 






EXHIBIT 10.1




URS CORPORATION




Annual Incentive Compensation Plan 




2005 Plan Year Document





	   	I. Plan Objectives





     The URS Corporation Annual 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 Division and EG&G Division (collectively, the “Company”) during each fiscal
year (a “Plan Year”). Among other things, the Plan is intended to:




	 	•  	Focus key employees on achieving specific financial targets;
	 
	 	•  	Reinforce teamwork;
	 
	 	•  	Provide significant award potential for achieving outstanding performance; and
	 
	 	•  	Enhance the ability of the Company to attract and retain highly talented and competent people.






	   	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 objectives 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
	 
	 	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 herein, to be eligible to receive an award under the Plan, participants must
be employed by the Company at the end of a Plan Year. If the employment of a Designated
Participant is terminated prior to the end of a Plan Year due to death, permanent disability or
retirement, other than the retirement of a Covered Employee (as defined in the Plan), the
Designated Participant (or their 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
objectives 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. In addition, Designated Participants who are employed by the Company at the
end of a Plan Year and have at least three months of service during the Plan Year will be eligible
to receive a pro-rata award based on the time the Designated Participant was employed by the
Company and the performance objectives achieved. Notwithstanding the foregoing, the terms of a
Designated Participant’s employment agreement will supersede the terms and conditions of the Plan.




	B.  	Performance Objectives





     Each Plan Year, the Compensation Committee of the Board of Directors (the “Committee”)
establishes specific performance objectives for the Company and for Designated Participants,
including weightings of the



 









 




performance objectives, by the business unit where the Designated Participant is expected to
have the most direct impact. The performance objectives may be based on any one, all or a
combination of the following (each as defined in the Plan):





	 	1.  	Net Income;
	 
	 	2.  	Contribution;
	 
	 	3.  	Average Day Sales Outstanding; and/or
	 
	 	4.  	New Sales.





     In addition, the Committee has the discretion to adjust the performance objectives by
including or excluding the following events that occur during a Plan Year that are objectively
determinable and unrelated to the achievement of the performance objectives:




	 	1.  	Effects of changes in U.S. tax laws, generally accepted accounting principles
or other laws or provisions affecting the Company’s reported financial results; and
	 
	 	2.  	Extraordinary non-recurring items as described in Accounting Principles Board
Opinion No. 30 and/or in Management’s Discussion and Analysis of Financial Condition
and Results of Operations appearing in the Company’s annual report to stockholders for
a Plan Year.
	 
	 	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 vary from the
target bonus pool depending on the Company’s actual performance against the performance objectives
established for a Plan Year.




	 	D.  	Target Bonus Percentage





     Each Plan Year, the Committee assigns Designated Participants a target bonus percentage,
expressed as a percentage of salary, based on his or her anticipated contributions to the Company.




	   	III. 2005 Plan Year






	 	A.  	Performance Objectives





     For the 2005 Plan Year, the Committee established as a prerequisite to all bonus payments
under the Plan that URS Corporation meet a minimum Net Income threshold. In addition, the
Committee established business unit performance objectives and individual performance objectives
for Designated Participants, including weightings of the performance objectives, by the business
unit where the Designated Participant is expected to have the most direct impact as follows:



	 	 	 	 	 	 	 
	Name	 	Primary Performance Objective	 	Weight
	URS Corporation

	 	Net Income
	 	 	100	%
	 
	 	 	 	 	 	 
	URS Division

	 	URS Division Profit Contribution
	 	 	100	%
	 
	 	 	 	 	 	 
	EG&G Division

	 	EG&G Division Profit Contribution
	 	 	100	%






 









 






     In addition, for Designated Participants in the URS Division and the EG&G Division, the
Committee has established secondary individual performance objectives consisting of Average Day
Sales Outstanding and New Sales.




	 	B.  	Target Bonus Pool





     For the 2005 Plan Year, the Committee established a target bonus pool which will be funded
based on achievement of the Company performance objective as follows:



	 	 	 
	Performance Results	 	2005 Award Pool Funding
	110% of Performance Objective
	 	200%
	 
	 	 
	100% of Performance Objective
	 	100%
	 
	 	 
	90% of Performance Objective
	 	0%







	 	C.  	Target Bonus Percentage





     For the 2005 Plan Year, the Committee established the following target bonus percentages for
the Company’s executive officers:



	 	 	 
	Name	 	2005 Target Bonus Percentage
	 	 	(as a percentage of salary)
	Martin M. Koffel
	 	120%
	 
	 	 
	Kent P. Ainsworth
	 	75%
	 
	 	 
	Thomas W. Bishop
	 	60%
	 
	 	 
	Reed N. Brimhall
	 	55%
	 
	 	 
	Gary V. Jandegian
	 	75%
	 
	 	 
	Joseph Masters
	 	60%
	 
	 	 
	Mary E. Sullivan
	 	55%
	 
	 	 
	Randall A. Wotring
	 	75%







	   	IV. Determination of Awards





     If performance objectives are met in a Plan Year, a Designated Participant’s award will equal
the target bonus percentage multiplied by the Designated Participant’s base salary earned during
the Plan Year. Determinations of awards to Non-designated Participants will be made by the CEO at
the end of a Plan Year from the discretionary pool.




	   	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 objectives 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. Payroll and other taxes
will be withheld as required by law.




	 	B.  	Plan Accrual





     Estimated payouts for the Plan will accrue monthly during a Plan Year. At the end of each
fiscal quarter, the estimated actual awards for a 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; provided, however, that the
Committee shall retain final authority regarding all aspects of Plan administration, including the
resolution of any disputes and application of the Plan in any respect to the CEO and the Company’s
four highest compensated officers (as defined in Section 162(m) of the Internal Revenue Code of
1986, as amended). 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.



     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.