exv10w3



 







EXHIBIT 10.3




EMPLOYMENT AGREEMENT




     This
Employment Agreement
(the “Agreement”) is entered into as of
May 25, 2006,
by and between Susan B. Kilgannon (the “Employee”) and URS Corporation, a
Delaware corporation (the “Company”).



     1.   Term Of Employment.



          (a)   Basic Rule. The Company agrees 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 her 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;




               (iv)   The Employee’s disobedience of lawful orders or directives of the Chief Financial Officer
of the Company, or his respective designees, or of the Board of Directors of the Company or a duly
appointed committee thereof (collectively, the “Board”) ; or




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




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




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          (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 her 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 her duties
hereunder before termination of her 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, its
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. This Agreement shall terminate on the earlier of June 1, 2016
or the date when all obligations of the parties hereunder have been satisfied.




     2.   Duties And Scope Of Employment.



          (a)   Position. The Company agrees to employ the Employee in an executive position for the
term of her employment under this Agreement. The Employee shall report to the Chief Financial
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 Financial
Officer, or his respective designees. It is anticipated that the Employee’s duties will require
her to travel frequently and extensively. The Employee’s principal office will be in the greater
New York City metropolitan Area. If the principal office to which the Employee is assigned is
changed by the Company, with the Employee’s consent, 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 her employment under this Agreement, the Employee shall
devote her 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 Financial 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 her 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 Financial Officer or his
designee and that such service does not interfere or conflict with her responsibilities to
the Company.




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          (c)   Resignation from Other Positions. Immediately upon request by the Company, before or
after the termination of the employment of the Employee, she shall resign from any and all
positions she 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.




     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 her services a base salary at an annual rate of two hundred and
ninety thousand dollars ($290,000), or at such higher rate as the Company may determine from time
to time. 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 the Employee’s 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 forty (40%) of Base Compensation or at such higher rate as the Company
may determine from time to time. (The annual target bonus percentage 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 “Annual Target Bonus.”)




     4.   Employee Benefits, Stock Options, Incentive Compensation And Other
Compensation Plans And Programs.



          During the term of her 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 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.




     5.   Business Expenses.



          In accordance with the Company’s generally applicable policies, (i) during the term of her
employment under this Agreement, the Employee shall be authorized to incur necessary and reasonable
travel, entertainment and other business expenses in connection with her duties hereunder, and (ii)
the Company shall reimburse the Employee for such expenses upon presentation of an itemized account
and appropriate supporting documentation.




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     6.   Termination Of Employment.



          (a)   Severance Payment and Severance Benefits. In the event that, during the term of the
Employee’s employment under this Agreement, the Company terminates the Employee’s employment for
any reason other than Cause or Disability or the Employee voluntarily resigns her employment for
Good Reason (as defined below) within one (1) month of the occurrence of the event constituting
Good Reason, then:




               (i)   The Company shall pay a lump sum amount (“Severance Payment”) in, as provided below, equal
to one hundred percent (100%) of the Employee’s Base Compensation as in effect on the date of
employment termination, plus a pro-rata target bonus based on the number of calendar days employed
during the year of termination divided by 365. The Severance Payment shall be paid commencing
not more than five (5) business days following the effective date of the Employee’s release as
described in Section 7 below. 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 one (1) year following such termination, the Company shall (i) if the
Employee elects COBRA continuation coverage within the meaning of Section 4980B(f)(2) of the
Internal Revenue Code of 1986, as amended (the “Code”), reimburse the Employee for a portion of the
dental and health insurance premiums required to be paid by the Employee for such one (1) year
period to obtain such continuation coverage equal to the same portion of such premiums generally
paid by the Company at the time of such termination for the benefit of other employees of the
Company with responsibilities, organizational level and titles comparable to those of the Employee,
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 one (1) year 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”).




          (b)   Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Employee
has incurred a reduction in her Base Compensation or Annual Target Bonus.




          (c)   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.




          (d)   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.




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     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 6 above unless and until
the Employee executes and delivers to the Company a General Release in the form of Exhibit A
hereto, 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.   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 her 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 her
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 she may then possess or have under her control. Nothing in this Section 8 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.




     9.   Miscellaneous Provisions.



          (a)   Successors. Subject to Section 9(j) below and provided that the Employee may not
delegate her 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.




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          (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 her at the home address which she most
recently communicated to the Company in writing for income tax withholding purposes or by notice
given pursuant to this Section 9(b). In the case of the Company, mailed notices shall be
addressed to its corporate headquarters as reflected in its most recent Quarterly Report on Form
10-Q or Annual Report on Form 10-K 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.




          (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 she has provided to the Company
is true and accurate




          (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 her residence or principal office or where she performs her 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.




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          (i)   Arbitration. 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 National rules for the Resolution of Employment
Disputes 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 the Association shall be paid by the Company. Each party shall
bear their own attorneys’ fees, costs and other expenses associated with such arbitration. 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 9(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/
Susan B. Kilgannon	 
	 	Susan B. Kilgannon 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	URS Corporation,

 	 
	 	By:  	/s/
Joseph Masters	 
	 	 	 	 
	 	 	 	 



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Exhibit A




GENERAL RELEASE

(Individual Termination)





     This General Release (“Release”) is executed and delivered by ___
(“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
___, 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, state or local 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 local, 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 of the Civil Rights Act of 1964, the Age Discrimination in Employment
Act, 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.



     During the time Employee is entitled to any 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



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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 agrees to cooperate with Company in responding to the reasonable requests of Company
in connection with any and all existing or future litigation, arbitrations, mediations or
investigations brought by or against Company, or its current or former affiliates, agents,
officers, directors or employees, whether administrative, civil or criminal in nature, in which
reasonably deems Employee’s cooperation necessary or desirable. In such matters, Employee agrees
to provide Company with reasonable advice, assistance and information, including offering and
explaining evidence, providing sworn statements and participating in discovery and trial
preparation and testimony. Employee also agrees to promptly send Company copies of all
correspondence (for example, but not limited to, subpoenas) received by Employee in connection with
any such proceedings, unless Employee is expressly prohibited by law from so doing.



     Without superseding any other agreements, including the Agreement, and obligations Employee
has with respect thereto, (i) Employee agrees not to divulge or use, at any time, 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.



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     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 she is not aware of any claims other than the claims that are
released by this instrument. Employee acknowledges that she 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 her favor at the time of executing
the release, which if known by her must have materially affected her
settlement with the debtor.



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



NOTICE TO EMPLOYEES AGE 40 OR OLDER ON THE DATE

OF TERMINATION OF EMPLOYMENT




     The law requires that Employees age 40 or older be advised and Company hereby advises such
Employees 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.



     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.



     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 Company in the same job classification or organizational unit who



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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: __________________________  	 	

 	 
	 	 	Susan B. Kilgannon 	 
	 	 	 	 
	 




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