ex10-1.htm


    
      EXHIBIT 10.1

    


    URS
CORPORATION

    RESTATED
INCENTIVE COMPENSATION PLAN

    


    Amended
and Restated Effective March 25, 2009

    


    


    1.   
Purpose and General
Background.  The URS Corporation Restated Incentive
Compensation Plan (the “Plan”) is intended to provide incentive compensation to
individuals who make an important contribution to the financial performance of
URS Corporation (“URS”) and its Affiliates.  Specific Plan objectives
are to: (i) focus key Employees on achieving specific financial targets; (ii)
reinforce a team orientation; (iii) provide significant award potential for
achieving outstanding performance; and (iv) enhance the ability of URS and its
Affiliates to attract and retain highly talented and competent
individuals.

     

    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 shall 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.  In the event of any conflict between the provisions of the
EIP, the Plan and any such documents, the provisions of the EIP shall
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 shall control.

     

    2.    
Definitions.

     

    (a) “Affiliate”
shall mean, at the time of determination, any “parent” or “subsidiary” of URS as
such terms are defined in Rule 405 of the Securities Act of 1933, as
amended.  The Committee shall have the authority to determine the time
or times at which “parent” or “subsidiary” status is so determined.

     

    (b) “Actual Award” or
“Award” shall mean the incentive amount earned under the Plan by a
Designated or Non-Designated Participant.

     

    (c) “Actual Bonus
Pool” or “Actual Pool” shall mean the calculated amount available for
distribution to all Designated and Non-Designated Participants under the
provisions of the Plan.

     

    (d) “Base
Salary” shall mean the actual base earnings of a Designated Participant
for the Plan Year, exclusive of (i) any bonus payments under this Plan or any
other prior or present commitment (including contractual arrangements), (ii) any
salary advance, (iii) any allowance or reimbursement, and (iv) the value of any
basic or supplemental employee benefits or perquisites.  Base Salary
refers only to amounts earned while a Designated Participant during the Plan
Year.

     

    (e) “Board”
shall mean the Board of Directors of URS.

     

    (f) “CEO”
shall mean the Chief Executive Officer of URS.

     

    (g) “Code”
shall mean the Internal Revenue Code of 1986, as amended.

     

    (h) “Compensation
Committee” or “Committee” shall mean the Compensation Committee of the
Board.  The Committee shall consist solely of two (2) or more outside
directors, as defined in Section 162(m) of the Code.

     

    (i) “Covered
Employees” shall mean the CEO and the four (4) highest compensated
officers (other than the CEO), as defined in Section 162(m) of the Code, of URS
and its Affiliates.

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    (j) “Designated
Participant” shall mean an Employee of URS or an Affiliate designated by
the Committee or, if not a Section 16 Officer, by the CEO to participate in the
Plan.  Designation will be made only in writing.

     

    (k) “EIP”
shall mean the URS Corporation 2008 Equity Incentive Plan.

     

    (l) “Employee”
shall mean an employee of URS or an Affiliate.

     

    (m) “Fiscal
Year” shall mean the fiscal year of URS.

     

    (n) “Maximum
Award” shall mean the maximum amount to be paid to a Covered Employee for
each Plan Year, which amount shall be up to three (3) times Base Salary, as in
effect on the first day of the Plan Year, but in no event shall any Maximum
Award exceed five million dollars ($5,000,000).

     

    (o) “Non-Designated
Participant” shall mean an Employee who is not a Covered Employee and who
is selected to receive an award under the Plan on the basis of outstanding
individual performance.  Employee selection will be made at the end of
the Plan Year, either by the Committee at the recommendation of the CEO if
involving a Section 16 Officer, or by the Committee or the CEO if not involving
a Section 16 Officer.  Unlike Designated Participants, Non-Designated
Participants will not be assigned Target Award Percentages.

     

    (p) “Performance
Criteria” shall mean the one or more criteria that the Committee shall
select for purposes of establishing the Performance Goals for a Plan
Year.  The Performance Criteria that shall be used to establish such
Performance Goals may be based on any one of, or combination of, or any ratio
between two or more of, the following: (i) earnings before interest, taxes,
depreciation and amortization (“EBITDA”); (ii) earnings before interest and
taxes (“EBIT”); (iii) earnings before unusual or nonrecurring items; (iv) net
earnings; (v) earnings per share; (vi) net income; (vii) gross profit margin;
(viii) operating margin; (ix) operating income; (x) net operating income; (xi)
net operating income after taxes; (xii) growth; (xiii) net worth; (xiv) cash
flow; (xv) cash flow per share; (xvi) total stockholder return; (xvii) return on
capital; (xviii) stock price performance; (xix) revenues; (xx) costs; (xxi)
working capital; (xxii) capital expenditures; (xxiii) changes in capital
structure; (xxiv) economic value added; (xxv) industry indices; (xxvi) expenses
and expense ratio management; (xxvii) debt reduction; (xxviii) profitability of
an identifiable business unit or product; (xxix) levels of expense, cost or
liability by category, operating unit or any other delineation; (xxx)
implementation or completion of projects or processes; (xxxi) contribution;
(xxxii) average days sales outstanding; (xxxiii) new sales; and (xxxiv) to
the extent that an Award is not intended to comply with Section 162(m) of the
Code, other measures of performance selected by the Committee.  The
Committee shall, in its sole discretion, define the manner of calculating the
Performance Criteria it selects to use for a Plan Year.

     

    (q) “Performance
Goals” or “Goals” shall mean, for a Plan Year, the one or more goals
established by the Committee for the Plan Year based upon the Performance
Criteria.  Performance Goals may be set on a URS-wide basis, with
respect to one or more business units, divisions, Affiliates, or business
segments, and in either absolute terms or relative to other Performance Criteria
or internally generated business plans approved by the Board, the performance of
one or more comparable companies or a relevant index.  As authorized
under the EIP, the Committee shall appropriately make adjustments in the method
of calculating the attainment of Performance Goals for a Plan Year as follows,
provided that such adjustments shall only be made with respect to any of the
following that are objectively determinable and determined by the Committee to
have a material effect on the calculation of the Performance Goals: (i) to
exclude restructuring and/or other nonrecurring charges; (ii) to exclude
exchange rate effects, as applicable, for non-U.S. dollar denominated net sales
and operating earnings; (iii) to exclude the effects of changes to generally
accepted accounting standards required by the Financial Accounting Standards
Board; (iv) to exclude the effects of any statutory adjustments to corporate tax
rates; (v) to exclude the effects of any “extraordinary items” as determined
under generally accepted accounting principles; (vi) to exclude any other
unusual, non-recurring gain or loss or other extraordinary item; (vii) to
respond to, or in anticipation of, any unusual or extraordinary corporate item,
transaction, event or development; (viii) to respond to, or in anticipation of,
changes in applicable laws, regulations, accounting principles, or business
conditions; (ix) to exclude the dilutive effects of acquisitions or joint
ventures; (x) to assume that any business divested by URS achieved performance
objectives at targeted levels during the balance of a Plan Year following such
divestiture; (xi) to exclude the effect of any change in the outstanding shares
of common stock of URS by reason of any stock dividend or split, stock
repurchase, reorganization, recapitalization, merger, consolidation, spin-off,
combination or exchange of shares or other similar corporate change, or any
distributions to common shareholders other than regular cash dividends; (xii) to
reflect a corporate transaction, such as a merger, consolidation, separation
(including a spinoff or other distribution of stock or property by a
corporation), or reorganization (whether or not such reorganization comes within
the definition of such term in Section 368 of the Code); and (xiii) to reflect
any partial or complete corporate liquidation.  The Committee also
retains the discretion to reduce or eliminate the compensation or economic
benefit due upon attainment of Performance Goals.

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    (r) “Plan”
shall mean this URS Corporation Restated Incentive Compensation Plan, as amended
from time to time.

     

    (s) “Plan
Year” shall mean the Fiscal Year over which performance
is measured under this Plan; provided, however, that with
respect to any Covered Employee who is hired during the Plan Year after the
Committee has established the Performance Goals for the Plan Year, the term
“Plan Year” shall mean the period over which performance is measured under this
Plan for such Covered Employee pursuant to Section 4(d).

     

    (t) “Section 16
Officer” shall mean a Covered Employee and any other executive officer of
URS and its Affiliates designated or reasonably expected to be designated as an
“executive officer” of URS within the meaning of the Securities Exchange Act of
1934, as amended.

     

    (u) “Target
Award” shall mean a Designated Participant’s Target Award Percentage
multiplied by the Designated Participant’s Base Salary earned during the Plan
Year.  This amount represents the anticipated payout to the Designated
Participant if all applicable Performance Goals are met at targeted
levels.

     

    (v) “Target Award
Percentage” shall mean a percentage of Base Salary assigned to a
Designated Participant in accordance with the provisions of the
Plan.

     

    (w) “Target Bonus
Pool” or “Target Pool” shall mean the amount anticipated to be
distributed to all Designated and Non-Designated Participants if all applicable
Performance Goals are met at targeted levels.  Separate Target Bonus
Pools may be established for URS and for one or more of its Affiliates and
business units, as determined by the Committee.

     

    (x) “Termination”
shall mean the Designated Participant’s ceasing his or her service with URS or
any of its Affiliates for any reason whatsoever, whether voluntarily or
involuntarily, including by reason of death or permanent
disability.

     

    (y) “URS”
shall mean URS Corporation, a Delaware corporation.

     

    (z)  “Year-end”
shall mean the end of the Fiscal Year.

     

    3.    How
Awards Are Earned Under the Plan.

     

    (a) General Plan
Description.  The Plan provides the opportunity for key
Employees to receive cash Awards based on the performance of URS, one or more of
its Affiliates and/or one or more of its business units, and on individual
performance.  An overview of how the Plan works follows.

     

    In
general, certain Designated Participants will be selected to participate in the
Plan at the beginning of or during the Plan Year.  Upon selection to
participate in the Plan, each Designated Participant will be assigned a Target
Award Percentage.  This Target Award Percentage, multiplied by the
Designated Participant’s Base Salary earned during the Plan Year, will equal the
Designated Participant’s Target Award.  This Target Award represents
the amount that is expected to be paid to a Designated Participant if specified
Performance Goals have been fully met at targeted levels.

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    In
addition, funds will be set aside for discretionary Awards to selected other
Employees (referred to as Non-Designated Participants), who have demonstrated
outstanding individual performance during the Plan Year.

     

    The sum
of all Target Awards for Designated Participants and expected payouts to
Non-Designated Participants will equal the Target Bonus Pool.  The
Actual Bonus Pool and Actual Awards may be greater or less than the Target Bonus
Pool and Target Awards, and will be determined based on the actual achievement
of the Performance Goals for the Plan Year as detailed further in Sections 3(f)
and 3(g).  Separate Target Bonus Pools may be established for URS and
each of its Affiliates.

     

    (b) Designated and
Non-Designated Participants.  Plan participation is extended to
selected Employees who, in the opinion of the Committee on the recommendation of
the CEO if a Section 16 Officer (other than the CEO), or in the opinion of the
CEO and/or the Committee if not a Section 16 Officer, have the opportunity to
significantly impact the annual operating success of URS and/or its
Affiliates.  These Employees are the Designated Participants and will
be notified in writing of their selection to participate in the
Plan.  This notification letter for all Designated Participants except
Covered Employees will be signed by the CEO.  The Committee will
determine the Plan participation of all Covered Employees, and the letter of
notification to a Covered Employee will be signed by the Chairman of the
Committee.

     

    In
addition to the Designated Participants, there may be a group of other Employees
who are selected to receive Awards based on their outstanding individual
performance during the Plan Year.  These other Employees are the
Non-Designated Participants and will not be selected until the completion of the
Plan Year.  The selection of any Non-Designated Participant who is a
Section 16 Officer may be made only by the Committee on the recommendation of
the CEO, and the selection of any other Non-Designated Participant may be made
by either  the Committee on the recommendation of the CEO or the
CEO.

     

    (c) Target Award
Percentages for Designated Participants.  Each Designated
Participant will be assigned a Target Award Percentage by the Committee or, if
not a Section 16 Officer, by the Committee or the CEO.  The Committee,
in its sole discretion, may consider recommendations made by the CEO as to
individual Target Award Percentages for Designated Participants (other than the
CEO).  The individual’s Target Award Percentage, when multiplied by
the individual’s Base Salary earned during the Plan Year, represents the
individual’s Target Award, which is the anticipated payout to a Designated
Participant if the applicable Performance Goals are met at targeted
levels.  Each Designated Participant’s Target Award Percentage will be
included in the letter of notification described in Section 3(b)
above.

     

    (d) Target Bonus
Pool.  The Target Bonus Pool will equal the sum of all Target
Awards for Designated Participants plus an amount set aside for possible
distribution to Non-Designated Participants.

     

    (e) Performance
Goals.  The Performance Goals for the Plan Year for the
Designated Participants will be determined by the Committee or, if not involving
a Section 16 Officer, by the Committee or the CEO.  Performance Goals
will be based on any one, all or a combination of the Performance
Criteria.  The weight to be given to each of the Performance Criteria
shall be determined by the Committee or, if not involving a Section 16 Officer,
by the Committee or the CEO.  The relative weighting of Performance
Goals with respect to Target Awards for Designated Participants, other than
Covered Employees, may be changed for such Designated Participants at the end of
the Plan Year.  The Committee, or if not involving a Section 16
Officer the Committee or the CEO, may establish different Performance Goals for
URS, for one or more Affiliates and for one or more business units and may
establish different Performance Goals for each Designated Participant or for
groups of Designated Participants.

     

    (f) Relationship
Between Performance and the Actual Bonus Pool.  The Actual
Bonus Pool will vary from the Target Pool based on the actual performance of URS
or the relevant Affiliate or business unit(s) relative to the Performance Goals
for the Plan Year.  The Actual Pool will vary in relationship to the
Target Pool based on a written schedule of possible outcomes approved by the
Committee for each Plan Year, and such schedule shall include a limit on the
Actual Bonus Pool, which limit may be later raised at the discretion of the
Committee but without any effect on the Actual Award paid to a Designated
Participant who is a Covered Employee (who shall be subject to a Maximum
Award).  The Committee may approve a separate schedule for URS, one or
more Affiliate or one or more business units.

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    (g) Actual Awards to
Designated and Non-Designated Participants.  Actual Awards to
Designated Participants may be greater or less than the Target Awards of those
Designated Participants, and will be determined based on the achievement of the
respective Performance Goals of the Designated Participants for the Plan Year
and the relationship between the Actual Bonus Pool and the Target Pool as
contemplated by Section 3(f) above.

     

    After
allocating Actual Awards to Designated Participants pursuant to the preceding
paragraph, the remaining funds in the Actual Pool will be available for
allocation to Non-Designated Participants.

     

    Actual
Awards distributed to Non-Designated Participants who are Section 16 Officers
will be determined on a discretionary basis by the Committee, and Actual Awards
distributed to other Non-Designated Participants will be determined on a
discretionary basis by either the Committee or the CEO.  URS and its
Affiliates are under no obligation to distribute any of the Actual Pool to
Non-Designated Participants.  The sum of all Awards to Non-Designated
Participants may not exceed the amount available in the Actual Pool after Actual
Awards have been allocated to Designated Participants.

     

    Notwithstanding
any provision of the Plan to the contrary, the maximum payment under the Plan
for any Plan Year to any Designated Participant or Non-Designated Participant
shall not exceed five million dollars ($5,000,000).

     

    (h) Special Rules for
Covered Employees.  Notwithstanding any provision of the Plan
to the contrary, the Committee shall establish Target Award Percentages,
Performance Goals, the relationship between actual performance and the
Performance Goals as contemplated by Section 3(f), and any other term necessary
under the Plan to determine the Actual Awards for Covered Employees not later
than ninety (90) days after the beginning of each Plan Year, provided that the
outcome is substantially uncertain at such time; provided, however, that such
ninety (90) day requirement shall not apply in the case of a Covered Employee
whose remuneration, within the meaning of Section 162(m) of the Code, for the
Fiscal Year, in the determination of the Committee, is not expected to exceed
one million dollars ($1,000,000).

     

    4.   
Other
Plan Provisions.

     

    (a) Award
Payment.  Assessment of actual performance and payout of Awards
will be subject to completion of the 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 a Designated Participant (or the Designated
Participant’s heirs in the case of death) in cash within thirty (30) days
following the completion of both the above-referenced independent audit and
certification by the Committee.  Awards to Non-Designated Participants
shall 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) Employment.  In
order to receive an Award under the Plan, a Designated Participant must be
employed by URS or an Affiliate on the last day of the Plan Year, except as
otherwise provided herein.  Selection for participation in the Plan
does not convey any employment rights.  Terms and conditions of
Designated Participants’ employment agreements with URS or its Affiliates
addressing issues other than payment of bonus or incentive compensation, if any,
supersede the terms and conditions of the Plan.

     

    (c) Termination.  If
Termination of a Designated Participant occurs prior to the end of the Plan Year
by reason of the Designated Participant’s death, Disability or Retirement (as
such terms are defined in the EIP), excluding the Retirement of a Covered
Employee, 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 employed as a Designated Participant and the Performance Goals achieved for
the Plan Year.  Designated Participants who have earned an Award on
this basis will receive payment on the same schedule as other Designated
Participants.  The formula used to prorate the Awards shall be to
adjust an otherwise full award by a fraction, the numerator of which is the
number of days (or whole months) for which the Designated Participant was
employed as a Designated Participant during the Plan Year and the denominator of
which is 365 (or 12) (or if the Plan Year applicable to the Designated
Participant is less than the full Plan Year, the total number of days or whole
months in the applicable Plan Year).

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

    If
Termination of a Designated Participant occurs prior to the end of the Plan Year
for any other reason (whether voluntarily or involuntarily), the Designated
Participant will forfeit the opportunity to earn an Award under the Plan, except
as otherwise provided for by the Committee or, if not involving a Section 16
Officer, by the Committee or the CEO; provided, however, that if
Termination of a Covered Employee occurs prior to the end of the Plan Year, such
Covered Employee shall not receive an Award at the discretion of the Committee
or otherwise except as provided in the preceding paragraph.

     

    (d) Other Pro-Rata
Awards.  Any Designated Participant (other than a Covered
Employee who is hired after the Committee has established the Performance Goals
for the Plan Year) who has been hired and selected during the Plan Year for Plan
participation and who has served a minimum of three (3) months as a Designated
Participant will be eligible to receive a pro-rata Award based on the time
employed as a Designated Participant and the Goals achieved for the Plan Year,
provided that the Designated Participant is employed by URS or an Affiliate on
the last day of the Plan Year (except as provided under Section
4(c)).  The Committee, or if not involving a Section 16 Officer the
Committee or the CEO, will establish the Target Award Percentage for such
Designated Participants as soon as practicable after the individuals are
selected, but not later than fifteen (15) days after the selection
date.  The formula used to prorate the Awards shall be to adjust an
otherwise full award by a fraction, the numerator of which is the number of days
(or whole months) for which the individual was a Designated Participant during
the Plan Year and the denominator of which is 365 (or 12).

     

    With
respect to any Covered Employee who is hired during the Plan Year after the
Committee has established the Performance Goals for the Plan Year, in order for
such Covered Employee to be eligible for an Award under the Plan, (i) the
Covered Employee must be selected for Plan participation on his or her date of
hire, (ii) the Committee must establish the Performance Goals and Target Award
Percentage applicable to the Covered Employee no later than ninety (90) days
after the Covered Employee’s commencement of service, provided that the outcome
is substantially uncertain at such time, (iii) the Covered Employee must have
served a minimum of three (3) months as a Designated Participant during the Plan
Year, and (iv) the Covered Employee must be employed by URS or an Affiliate on
the last day of the Plan Year (except as provided under Section
4(c)).

     

    (e) Plan
Funding.  Estimated payouts for the Plan will be accrued
monthly and charged as an expense against the income statements of URS and its
Affiliates, as applicable.  At the end of each fiscal quarter, the
estimated Actual Awards under the Plan will be evaluated based on actual
performance to date.  The monthly accrual rate will then be adjusted
so that the cost of the Plan is fully accrued at Year-end.  Accrual of
Awards will not imply vesting of any individual Awards to Designated
Participants.

     

    (f) Plan
Administration.  Responsibility for decisions and/or
recommendations regarding Plan administration are divided between the CEO and
the Committee.  Notwithstanding the foregoing, 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
terminate the Plan.

     

    (g) Assignment of
Employee Rights.  No Employee has a claim or right to be a
Designated Participant or a Non-Designated Participant (collectively, a
“Participant”) in the Plan, to continue as a Participant, or to be granted an
Award under the Plan.  URS and its Affiliates are not obligated to
give uniform treatment (e.g., Target Award Percentages, discretionary Awards,
etc.) to Employees or Participants under the Plan.  Participation in
the Plan does not give an Employee the right to be retained in the employment of
URS or its Affiliates, nor does it imply or confer any other employment
rights.

     

    Nothing
contained in the Plan will be construed to create a contract of employment with
any Participant.  URS and its Affiliates reserve the right to elect
any person to its offices and remove Employees in any manner and upon any basis
permitted by law.

     

    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    

    Nothing
contained in the Plan will be deemed to require URS 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 URS or any of its
Affiliates.

     

    (h) Withholding
Tax.  URS or an Affiliate will deduct from all Awards paid
under the Plan any taxes required by law to be withheld.

     

    (i) Effective
Date. The
Plan is effective as of March 25, 2009, and will remain in effect until
suspended or terminated by the Committee.

     

    (j) Validity.  In
the event any provision of the Plan is held invalid, void, or unenforceable, the
same will not affect, in any respect whatsoever, the validity of any other
provision of the Plan.

     

    (k) Applicable
Law.  The Plan will be governed by and construed in accordance
with the laws of the State of California.

     

    vii