exhibit10-5.htm


    
      Exhibit 10.5

    



    First
Amendment to the

     

    Employment
Agreement

    Between
H. Thomas Hicks and URS Corporation

     

    Whereas, H. Thomas Hicks (the “Employee”)
and URS Corporation (the “Company”)
entered into an Employment Agreement effective as of May 31, 2005 (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 the Employee’s
employment under this Agreement and within one (1) 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 the Employee for Cause or
by reason of resignation of the Employee other than for Good Reason, or due to
the death of Employee, or in 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.

     

    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 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 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 an amount 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
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 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.

     

    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.

    


    
      
        	 	H. Thomas
Hicks	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ H.
      Thomas Hicks	 
	 	 	H.
      Thomas Hicks 	 
	 	 	 	 
	 	 	 	 


      

    

    
      
      

      
        	 	
                URS
      Corporation,

                a Delaware corporation

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Martin
      M. Koffel	 
	 	 	Name:
      Martin M. Koffel	 
	 	 	Title:
      Chairman and Chief Executive Officer 	 
	 	 	 	 


      


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