ex10-2.htm


    
      

      
        EXHIBIT 10.2

      

    


    First
Amendment to the

     

    Amended
and Restated Supplemental Executive Retirement Agreement

    Between
Martin M. Koffel and URS Corporation

     

    Whereas, Martin M. Koffel (the “Employee”)
and URS Corporation (the “Company”)
entered into an Amended and Restated Supplemental Executive Retirement Agreement
effective as of December 7, 2006 (the “Agreement”);
and

    


    Whereas, the Employee and the Company
wish to amend the 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 Agreement is amended effective as of December 10, 2008, as
follows:

    


    A.           Section
3.1 of the Agreement hereby is amended to replace the phrase “actually commence”
with the phrase “are scheduled to commence” as it appears each time
therein.

    


    B.           Section
3.2 of the Agreement hereby is amended in its entirety to read as
follows:

    


    3.2           Non-Grandfathered
Amount.  Payment of any Non-Grandfathered Amount of the Benefit
shall be made on the first day of the month following the month in which
Executive’s “separation from service” (as such term is defined in Treasury
Regulation Section 1.409A-1(h)) with the Company occurs; provided, however, that if
Executive is a “specified employee” within the meaning of Section
409A(a)(2)(B)(i) of the Code at the time of such separation, payment of any
Non-Grandfathered Amount of the Benefit shall be made in a lump sum on the date
that is the earlier of (i) six (6) months and one (1) day following the date of
such separation or (ii) Executive’s death.

    


    Notwithstanding
the foregoing, Executive may, by written notice to the Company, elect such later
date upon which payment of any Non-Grandfathered Amount of the Benefit shall
commence following termination of his employment or change such election of a
Benefit payment commencement date, provided that (i) such election or change in
election may not be made less than twelve (12) months prior to the date payment
of the Benefit is scheduled to commence, and (ii) the new Benefit payment
commencement date is at least five (5) years following the date payment of the
Benefit otherwise would have commenced.

    


    C.           Section
4.1 of the Agreement hereby is amended to delete the phrase “or thereafter” as
it appears therein and to replace the phrase “actually commence” with the phrase
“are scheduled to commence” as it appears each time therein.


    
      
        
          


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    D.           Section
5.2 of the Agreement hereby is amended in its entirety to read as
follows:

    


    5.2           If
Executive should die after commencing to receive Benefit payments in the form of
a life annuity with a ten (10) year term certain, Executive’s Beneficiary shall
be entitled to receive a death benefit equal to the value of the remaining ten
(10) year term certain payments.  Such Benefit will be paid in monthly
installments for the remainder of the ten (10) year life term; provided, however, that if
the Beneficiary is Executive’s estate, the Actuarial Equivalent of the Benefit
shall be paid in the form of a single lump sum.  The foregoing death
benefit shall be paid, or commence to be paid, within thirty (30) days following
Executive’s death.

    


    E.           Section
6.1 of the Agreement hereby is amended to replace the sentence “During
Executive’s life, such coverage shall be extended to Executive and his
dependents who qualify as such under the terms of the Company’s health insurance
programs.” as it appears therein with the following sentence:

    


    During
Executive’s life, such coverage shall be extended to Executive and his
dependents who qualify as such under the terms of the Company’s active employee
health insurance programs.

    


    F.           Section
6.2 of the Agreement hereby is amended to replace the sentence “Following the
expiration of the extended period of Company-paid health insurance coverage
provided for in Section 6.1 above, Executive shall be entitled, at his expense
but at the Company’s group rates, to continue participation in the health
insurance programs maintained by the Company, including life, disability and
health (including vision, dental and EAP) insurance programs, as if he were
still an employee of the Company, and primary to any Medicare coverage that
might be available.” as it appears therein with the following
sentence:

    


    Following
the expiration of the extended period of Company-paid health insurance coverage
provided for in Section 6.1 above, Executive shall be entitled, at his expense
but at the Company’s active employee group rates, to continue participation in
the health insurance programs maintained by the Company, including life,
disability and health (including vision, dental and EAP) insurance programs, as
if he were still an employee of the Company, and primary to any Medicare
coverage that might be available.

    


    Section
6.2 of the Agreement hereby is further amended to add the following sentence at
the end thereof:

    


    The
amount of any in-kind benefits provided under Section 6.1 that are not subject
to COBRA and in-kind benefits provided under this Section 6.2 (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.  The Company shall reimburse
Executive (or his surviving spouse, if applicable) for any expenses eligible for
reimbursement, if applicable, pursuant to Section 6.1 or this Section 6.2 on or
before the end of the calendar year following the calendar year in which the
expense was incurred.


    
      
        
          


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

    


    In Witness
Whereof, each of the parties has executed this First Amendment to the
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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