ex10-1.htm


    
      

    

    
      
        EXHIBIT 10.1

      
 

    Second
Amendment to the

     

    Amended
and Restated Employment Agreement

    Between
Martin M. Koffel and URS Corporation

     

    Whereas, Martin M. Koffel (the “Employee”)
and URS Corporation (the “Company”)
entered into an Employment Agreement effective as of September 5, 2003, which
was amended by the First Amendment thereto effective December 7, 2006 (as
amended, the “Employment
Agreement”); and

    


    Whereas, the Employee and the Company
wish to further amend the Employment Agreement to extend the term of employment,
provide for an additional equity grant and 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 December
10, 2008, as follows:

    


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

    


    (g)           Retirement of
Employee.  The Employee’s employment shall terminate
automatically on June 1, 2012, or such later date as the parties may mutually
agree (the “Retirement
Date”).

     

    B.           Section
4(b) of the Employment Agreement hereby is amended in its entirety to read as
follows:

    


    (b)           Equity Grant.  Upon
execution and delivery of the Second Amendment to this Agreement, the Employee
shall be granted 300,000 shares of restricted stock under the Company’s 2008
Equity Incentive Plan, such grant to provide for: (i) vesting 50,000 of the
shares on each of April 1, 2010, April 1, 2011 and April 1, 2012, provided in each case that
the Employee’s continuous service with the Company has not terminated prior to
such vesting date; (ii) vesting 50,000 of the shares on each of April 1, 2010,
April 1, 2011 and April 1, 2012, provided in each case that
the Employee’s continuous service with the Company has not terminated prior to
such vesting date and the Company has met its net income goal established by the
Board during the first quarter of the fiscal year ending immediately preceding
such vesting date and as confirmed by the Compensation Committee after the
audited financial results for such fiscal year have been prepared by the
Company; (iii) with respect to shares granted pursuant to Section 4(b)(i) above,
accelerated vesting of all unvested shares in the event of a termination of
employment pursuant to Section 6(a)(iv), (v) or (vi) below; (iv) with respect to
shares granted pursuant to Section 4(b)(ii) above, accelerated vesting of all
unvested shares in the event of a termination of employment pursuant to Section
6(a)(vi) below but no accelerated vesting of any such shares in the event of a
termination of employment pursuant to Section 6(a)(iv) or (v) below; (v)
subjecting any cash or stock dividends or other distributions which may be paid
with respect to any unvested shares underlying such grant to the same forfeiture
restrictions and restrictions on transferability as apply to the underlying
shares and (vi) other terms consistent with the form of restricted stock grant
approved by the Compensation Committee on May 6, 2008.

    


    C.           Section
4(d) of the Employment Agreement hereby is amended to replace the defined term
“Disability Insurance Reimbursement Amount” with the defined term “Disability
Insurance Reimbursement Payment” as it appears therein.

    


    D.           Section
4(f) of the Employment Agreement hereby is amended in its entirety to read as
follows:

    


    (f)           Timing and Amount of Insurance
Reimbursement Payments.  Any Life Insurance Reimbursement
Payment, Life Insurance Gross-Up Payment, Disability Insurance Reimbursement
Payment and Disability Insurance 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 incurs the cost of such insurance.  The amount of expenses
eligible for reimbursement pursuant to this Section 4(f) during a calendar year
shall not affect the amount of expenses eligible for reimbursement in any other
calendar year.

     

    E.           Section
5 of the Employment Agreement hereby is amended to add the following two
sentences at the end thereof:

    


    The
Company shall reimburse the Employee for any expense eligible for reimbursement
pursuant to this Section 5 on or before the end of the calendar year following
the calendar year in which the expense was incurred.  The amount of
expenses eligible for reimbursement pursuant to this Section 5 during a calendar
year shall not affect the amount of expenses eligible for reimbursement in any
other calendar year.

    


    F.           Section
7(b) of the Employment Agreement hereby is amended in its entirety to read as
follows:

    


    (b)           Non-Grandfathered
Amount.  In the event of a termination of the Employee pursuant
to clause (vi) of Section 6(a), the Non-Grandfathered Amount of any Severance
Payment shall be paid in a lump sum within five (5) business days following the
date of termination or, as described below, at the Employee’s election in
installments; provided,
however, that (i) such payment shall not be made in connection with the
Employee’s termination of employment unless and until the Employee has also
incurred a “separation from service” (as such term is defined in Treasury
Regulation Section 1.409A-1(h)) with the Company, and (ii) if the Employee is a
“specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the
Internal Revenue Code of 1986, as amended (the “Code”) at
the time of such separation, the Non-Grandfathered Amount of any Severance
Payment shall be paid (A) in a lump sum on the date that is the earlier of (1)
six (6) months and one (1) day following such separation or (2) the Employee’s
death, or (B) as described below, at the Employee’s election in installments
commencing on the date that is the earlier of (1) six (6) months and one (1) day
following such separation or (2) the Employee’s death.

    



    
      
        
          


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    The
Employee may, by written notice to the Company, elect to receive the
Non-Grandfathered Amount of any Severance Payment in installments, provided that
(i) such election is made at least one (1) year prior to the date that the
Severance Payment is due to be made to the Employee and (ii) the first
installment payment date elected is at least five (5) years following the date
such payment otherwise would have been paid.  Such election shall be
irrevocable; provided,
however, that the Employee may, by written notice to the Company, change
his election of the installment method, provided that (i) such change in
election is made at least one (1) year prior to the date that the Severance
Payment is due to be made to the Employee, (ii) the first installment payment
date elected under such change is at least five (5) years following the date
such payment otherwise would have been paid, and (iii) the Employee may not
change his election from installments to a lump sum form of
payment.  If the Employee does not elect the installment method at
least one (1) year prior to the date that the Severance Payment is due to be
made to the Employee, he shall be deemed to have elected to receive such
Severance Payment in one lump sum in accordance with the foregoing
paragraph.

     

    G.           Section
8 of the Employment Agreement hereby is amended to replace the sentence “Any
Gross-Up Payment shall be made at such time as the payment of the
Non-Grandfathered Amount of any Severance Payment in accordance with Section
7(b)” as it appears therein with the following sentence:

    


    Any
Gross-Up Payment shall be made at such time as the payment of the
Non-Grandfathered Amount of any Severance Payment is made in accordance with
Section 7(b), to the extent required under Section 409A of the Code, and, in any
event no later than 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.

    


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

    


     

    


     

    
      
        	 	Martin M.
    Koffel	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Martin
      M. Koffel	 
	 	 	 	 
	 	 	 
	 	URS
      Corporation,	 
	 	a
      Delaware corporation	 
	 	 	 	 


      

      
        	
                 

              	
                By:
      

              	/s/ H.
      Thomas Hicks	 
	 	 	H.
      Thomas Hicks	 
	 	 	Vice
      President and Chief Financial Officer	 
	 	 	 	 


      



     

    
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