exhibit10-11.htm


    Exhibit 10.11


    First
Amendment to the

     

    Employment
Agreement

    Between
Susan B. Kilgannon and URS Corporation

     

    Whereas, Susan B. Kilgannon (the
“Employee”)
and URS Corporation (the “Company”)
entered into an Employment Agreement effective as of May 25, 2006 (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.           Sections
6(a) and 6(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 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”) 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 in a lump sum not more than
five (5) business days following the effective date of the Employee’s release as
described in Section 7 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 her 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 7.  In addition, at the time of the employment
termination, the Company shall pay to the Employee all accrued and unpaid
vacation.

     

    B.           Section
6(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 6(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 6(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.

    


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

    


    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.

    


     

    
      	 	Susan B.
    Kilgannon	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Susan
      B. Kilgannon	 
	 	 	Susan
      B. Kilgannon 	 
	 	 	 	 
	 	 	 	 


    

    
      	 	
              URS
      Corporation,
a Delaware
    corporation	 
	 	 	 	 
	
               

            	
              By:
      

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


    

     

    
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