exhibit10-6.htm


    Exhibit 10.6

    
 

    Fifth
Amendment to the

     

    Employment
Agreement

    Between
Joseph Masters and URS Corporation

     

    Whereas, Joseph Masters (the “Employee”)
and URS Corporation (the “Company”)
entered into an Employment Agreement effective as of September 8, 2000, as
amended to date (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
(i) within six (6) months after the occurrence of a Change in Control, the
Employee voluntarily resigns his employment for Good Reason, (ii) within six (6)
months after the occurrence of a Change in Control, the Company terminates the
Employee’s employment for any reason, or (iii) within the thirty (30) day period
following the date that is six (6) months after the occurrence of a Change in
Control, the Employee voluntarily resigns his employment for any reason, 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 Section 7(a)(ii).  The Change in Control
Payment shall be in an amount determined under Section 6(d) 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; 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 Section 4 with respect to periods subsequent
to the date of the employment termination and (iii) any entitlement to a
Severance Payment (as defined in Section 7(a)(i)).  In addition, at
the time of the employment termination, the Company shall pay to the Employee
all accrued but 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
and provided that Section 6 does not apply, (x) the Company terminates the
Employee’s employment for any reason, (y) on or before June 29, 2009 the
Employee voluntarily resigns his employment for Good Reason within one (1) month
of the occurrence of the event constituting Good Reason, or (z) on or after June
30, 2009 the Employee voluntarily resigns his employment for any reason,
then:

     

    (i) The
Company shall pay an amount (“Severance Payment”) equal to one million one
hundred fifty two thousand dollars ($1,152,000).  The Severance
Payment 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; 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.  The Severance Payment shall be in lieu of (A)
any further payments to the Employee under Section 3 and (B) any further accrual
of benefits under Section 4 with respect to periods subsequent to the date of
employment termination.  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 Fifth Amendment to the
Employment Agreement, as of the day and year first above written.

    
 

    
      
        	 	Joseph Masters	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Joseph
      Masters	 
	 	 	Joseph
      Masters	 
	 	 	 	 
	 	 	 	 


      

    

    
    

    
      	 	
              URS
      Corporation,

              a Delaware corporation

            	 
	 	 	 	 
	
               

            	
              By:
      

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


    

     

    
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