exv10w2



 







EXHIBIT 10.2




URS Corporation

Restricted Stock Award




Grant Notice

(1999 Equity Incentive Plan)



URS Corporation (the “Company”), pursuant to its 1999 Incentive Equity Plan (the “Plan”),
hereby grants to Participant the right to receive the number of shares of the Company’s Common
Stock set forth below (“Award”). This Award is subject to all of the terms and conditions as set
forth herein and in the Restricted Stock Award Agreement and the Plan, each of which are attached
hereto and incorporated herein in their entirety. Defined terms not explicitly defined in this
Grant Notice but defined in the Plan shall have the same definitions as in the Plan.




	 	 	 	 	 
	Participant:
	 	 	 	 
	 

	 	 	 	 
	Date of Grant:
	 	 	 	 
	 

	 	 	 	 
	Vesting Commencement Date:
	 	 	 	 
	 

	 	 	 	 
	Number of Shares Subject to Award:
	 	 	 	 
	 

	 	 	 	 
	Participant’s Social Security Number:
	 	 	 	 
	 

	 	 	 	 
	Fair Market Value Per Share:

	 	 	$	 
	 

	 	 	 	 





	 	 	 	 	 
	Vesting Schedule:	 	One-half (1/2) of the shares subject to the Award shall
vest as set forth in (a) below and the remaining
one-half (1/2) of the shares subject to the Award shall
vest as set forth in (b) below:
	 	 	 	 	 
	 
	 	(a)
	 	Time-based vesting: 12.5% of the shares subject to
the Award shall vest on each of the first four anniversaries of the
Vesting Commencement Date, provided that Participant’s Continuous Service
has not terminated prior to such vesting date.
	 	 	 	 	 
	 
	 	(b)
	 	Time and performance-based vesting: 12.5% of the
shares subject to the Award shall vest on each of the first four
anniversaries of the Vesting Commencement Date, provided that (i)
Participant’s Continuous Service has not terminated prior to such vesting
date and (ii) the Company has met the net income goal for the fiscal year
immediately preceding such vesting date, as established by the Board
during the first quarter of such fiscal year, and as confirmed by the
Compensation Committee after the audited financial results for such fiscal
year have been prepared by the Company, in the Committee’s sole discretion
acting pursuant to the terms of the Plan (including, but not limited to,
Section 2(ee) regarding permissible adjustments in the method of
calculating the attainment of Performance Goals).





Additional Terms/Acknowledgements:    The undersigned Participant acknowledges receipt of, and
understands and agrees to, this Grant Notice, the Restricted Stock Award Agreement and the Plan.
Participant further acknowledges that this Grant Notice, the Restricted Stock Award Agreement and
the Plan set forth the entire understanding between Participant and the Company regarding the award
of Common Stock in the Company and supersede all prior oral and written agreements on that subject
with the exception of awards previously granted and delivered to Participant under the Plan.




	 	 	 
	URS Corporation

	 	Participant:
	 
	 	 
	By:

	 	By:
	 

	 	 
	[NAME, TITLE]

	 	[NAME]
	 
	 	 
	Date:

	 	Date:
	 

	 	 





Attachments:   Restricted Stock Award Agreement and 1999 Incentive Equity Plan





 









 








Attachment I



RESTRICTED STOCK AWARD AGREEMENT




 









 








URS Corporation

1999 Incentive Equity Plan




[NOTE: BRACKETED TERMS USED IN AGREEMENTS FOR PARTICIPANTS WITH EMPLOYMENT AGREEMENTS]




Restricted Stock Award Agreement




     Pursuant to the Restricted Stock Award Grant Notice (“Grant Notice”) and this Restricted Stock
Award Agreement (collectively, the “Award”) and in consideration of your past services, URS
Corporation (the “Company”) has awarded you a restricted stock award under its 1999 Incentive
Equity Plan (the “Plan”) for the number of shares of the Company’s Common Stock subject to the
Award indicated in the Grant Notice. Except where indicated otherwise, defined terms not
explicitly defined in this Restricted Stock Award Agreement but defined in the Plan shall have the
same definitions as in the Plan.



     The details of your Award are as follows:



     1.   Vesting. Subject to the limitations contained herein, your Award shall vest as
provided in your Grant Notice, and any portion of your Award that does not vest due to either the
termination of your Continuous Service or the failure to satisfy a Performance Goal shall be
canceled. Notwithstanding the foregoing, your Award shall become vested in its entirety [either
(i) in the circumstances providing for accelerated vesting under the terms of your Employment
Agreement, dated as of [___], between you and URS Corporation, as it may be amended from time to
time (the “Employment Agreement”), while your Employment Agreement is in effect, or (ii)] in the
circumstances provided in Section 13(c) of the Plan. The shares subject to your Award will be held
by the Company until your interest in such shares vests. As each portion of your interest in the
shares vests, the Company shall issue you a stock certificate covering such vested shares.



     2.   Number of Shares. The number of shares subject to your Award may be adjusted from
time to time for Capitalization Adjustments, as provided in the Plan.



     3.   Payment. This Award was granted in consideration of your past services to the
Company and its Affiliates. Subject to Section 10 below, you will not be required to make any
payment to the Company with respect to your receipt of the Award or the vesting thereof.



     4.   Securities Law Compliance. You will not be issued any shares of Common Stock
under your Award unless either (a) such shares are then registered under the Securities Act or (b)
the Company has determined that such issuance would be exempt from the registration requirements of
the Securities Act. Your Award must also comply with other applicable laws and regulations
governing the Award, and you will not receive such shares if the Company determines that such
receipt would not be in material compliance with such laws and regulations.



     5.   Transfer Restrictions. Prior to the time that they have vested, you may not
transfer, pledge, sell or otherwise dispose of the shares of Common Stock subject to the Award.
For example, you may not use shares subject to the Award that have not vested as security for a



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loan. This restriction on the transfer of shares will lapse with respect to vested shares
when such shares vest. Notwithstanding the foregoing, you may, by delivering written notice to the
Company, in a form satisfactory to the Company, designate a third party who, in the event of your
death, shall thereafter be entitled to receive vested shares as of the date of your death.




     6.   Termination of Continuous Service.



          (a)   [Except as may be provided in your Employment Agreement and] subject to Section 1 hereof,
in the event your Continuous Service terminates for reasons other than your death or Disability
[(as that term is defined in your Employment Agreement)], you will be credited with the vesting
that has accrued under your Award as of the date of your termination of Continuous Service.
[Except as may be provided in your Employment Agreement and] subject to Section 1 hereof, you will
accrue no additional vesting of your Award following your termination of Continuous Service. To
the extent your Award is not vested on the date of your termination, it shall automatically lapse
on such date.




          (b)   In the event your Continuous Service terminates due to your death, the Award automatically
shall become vested in full as of the date of your death and your rights under the Award shall pass
by will or the laws of descent and distribution; provided, however, that you may designate a
beneficiary to receive your vested shares as set forth in Section 5 hereof.




          (c)   In the event your Continuous Service terminates due to your Disability [(as that term is
defined in your Employment Agreement)], the Award automatically shall become vested in full as of
the date of your termination of Continuous Service.




     7.   Restrictive Legends. The shares issued under your Award shall be endorsed with
appropriate legends determined by the Company as applicable.



     8.   Rights as a Stockholder. You shall exercise all rights and privileges of a
stockholder of the Company with respect to the shares subject to your Award. You shall be deemed
to be the holder of the shares for purposes of receiving any dividends which may be paid with
respect to such shares and for purposes of exercising any voting rights relating to such shares,
even if some or all of such shares have not yet vested.



     9.  Award not a Service Contract. Your Award is not an employment or service
contract, and nothing in your Award shall be deemed to [(i) alter the terms of your Employment
Agreement or (ii)] create in any way whatsoever any obligation on your part to continue in the
employ of the Company or any Affiliate thereof, or on the part of the Company or any Affiliate
thereof to continue your employment or service. In addition, nothing in your Award shall obligate
the Company or any Affiliate thereof, their respective stockholders, boards of directors, officers
or employees to continue any relationship that you might have as a director or consultant for the
Company or any Affiliate thereof.



     10.   Withholding Obligations.




          (a)   At the time your Award is made, or at any time thereafter as requested by the Company, you
hereby authorize withholding from payroll and any other amounts payable to

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you, and otherwise agree to make adequate provision for any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of the Company or any Affiliate
thereof, if any, which arise in connection with your Award. Such withholding obligations may be
satisfied by your relinquishment of your right to receive a portion of the shares otherwise
issuable to you pursuant to the Award; provided, however, that you shall not be authorized to
relinquish your right to shares with a fair market value in excess of the amount required to
satisfy the minimum amount of tax required to be withheld by law.




          (b)   Unless the tax withholding obligations of the Company and/or any Affiliate thereof are
satisfied, the Company shall have no obligation to issue a certificate for such shares or release
such shares from any escrow provided for herein.




     11.   Tax Consequences. The acquisition and vesting of the shares may have adverse
tax consequences to you that may be mitigated by filing an election under Section 83(b) of the
Code. Such election must be filed within thirty (30) days after the date of the grant of your
Award. YOU ACKNOWLEDGE THAT IT IS YOUR OWN RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY
ELECTION UNDER CODE SECTION 83(B), EVEN IF YOU REQUEST THE COMPANY TO MAKE THE FILING ON YOUR
BEHALF.



     12.   Notices. Any notices provided for in your Award or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by
the Company to you, five (5) days after deposit in the United States mail, postage prepaid,
addressed to you at the last address you provided to the Company.



     13.   Miscellaneous.




          (a)    The rights and obligations of the Company under your Award shall be
transferable to any one or more persons or entities, and all covenants and agreements hereunder
shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your
rights and obligations under your Award may only be assigned with the prior written consent of the
Company.




          (b)   You agree upon request to execute any further documents or instruments necessary or
desirable in the sole determination of the Company to carry out the purposes or intent of your
Award.




          (c)   You acknowledge and agree that you have reviewed your Award in its entirety, have had an
opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully
understand all provisions of your Award.




     14.   Governing Plan Document. Your Award is subject to all the provisions of the
Plan, the provisions of which are hereby made a part of your Award, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the provisions of your Award
and those of the Plan, the provisions of the Plan shall control.




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Attachment II



1999 INCENTIVE EQUITY PLAN