exhibit10-9.htm


    Exhibit 10.9


    First
Amendment to the

     

    Employment
Agreement

    Between
Reed N. Brimhall and URS Corporation

     

    Whereas, Reed N. Brimhall (the “Employee”)
and URS Corporation (the “Company”)
entered into an Employment Agreement effective as of May 19, 2003 (the “Employment
Agreement”); and

    


    Whereas, the Employee and the Company
wish to amend the Employment Agreement to modify certain provisions in order to
comply with Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”).

    


    Now
Therefore, the Employment Agreement is amended effective as of August 1,
2008, as follows:

     

    A.           Section
6(c) of the Employment Agreement hereby is amended in its entirety to read as
follows:

    


    (c)           Change in Control Payment and
Severance Benefits.  If, during the term of this Agreement and
within one year after the occurrence of a Change in Control, either (i) the
Employee voluntarily resigns his employment for Good Reason, or (ii) the Company
terminates the Employee’s employment for any reason other than Cause or
Disability, then the Employee shall be entitled to receive a severance payment
from the Company (the “Change in Control Payment”) and in addition shall be
entitled to Severance Benefits in accordance with Subdivision (ii) of Section
7(a).  No Change in Control payment shall be made in case of
termination of employment of Employee by reason of resignation of Employee other
than for Good Reason, death of Employee, or any other circumstance not
specifically and expressly described in the immediately preceding
sentence.  The Change in Control Payment shall be in an amount
determined under Section 6(d) below and shall be made in a lump sum not more
than five (5) business days following the effective date of the Employee’s
release as described in Section 8 below; provided, however, that if
the Employee is a “specified employee” within the meaning of Section
409A(a)(2)(B)(i) of the Code at the time of his separation from service with the
Company, the Change in Control 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 8.  The Change in Control Payment shall
be in lieu of (i) any further payments to the Employee under Section 3, (ii) any
further accrual of benefits under Sections 4 and 6 with respect to periods
subsequent to the date of the employment termination and (iii) any entitlement
to a Severance Payment (as defined in Subdivision (i) of Section 7(a)
below).  In addition, at the time of the employment termination, the
Company shall pay to the Employee all accrued and unpaid vacation.

     

    B.           Sections
7(a) and 7(a)(i) of the Employment Agreement hereby are amended in their
entirety to read as follows:

    


    (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 Disability or the Employee voluntarily resigns his employment for Good Reason
within one (1) month of the occurrence of the event constituting Good Reason and
Section 6 does not apply, then:

     

    (i) The
Company shall pay an amount (“Severance Payment”) in a lump sum equal to one
hundred percent (100%) of the Employee’s Base Compensation as in effect on the
date of employment termination.  The Severance Payment shall be paid
not more than five (5) business days following the effective date of the
Employee’s release as described in Section 8 below; provided, however, that if
the Employee is a “specified employee” within the meaning of Section
409A(a)(2)(B)(i) of 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 8.  In addition, at the time of the employment
termination, the Company shall pay to the Employee all accrued and unpaid
vacation.

     

    C.           Section
7(a)(ii) of the Employment Agreement hereby is amended to add the following two
sentences at the end thereof:

    


    The
amount of any in-kind benefits provided under this Section 7(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 7(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.

    


    D.           Section
9 of the Employment Agreement hereby is amended to add the following sentence at
the end thereof:

    


    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.

    


    Except as
amended as provided above, the Employment Agreement shall remain in full force
and effect.

    
 

    



    
      
        
          


           

        

         


      

      
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    In Witness
Whereof, each of the parties has executed this First Amendment to the
Employment Agreement, as of the day and year first above written.

    


     

    
      	 	Reed N.
    Brimhall	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Reed
      N. Brimhall	 
	 	 	Reed
      N. Brimhall	 
	 	 	 	 
	 	 	 	 


    

    
      	 	
              URS
      Corporation,

            	 
	 	a
      Delaware corporation	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	Name:
      H. Thomas Hicks 	 
	 	 	Title:
      Chief Financial Officer 	 
	 	 	 	 


    

     

    
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