ex10-4.htm


    
      

    

    
      EXHIBIT 10.4

      


    

    URS
Corporation

    Restricted
Stock Award

     

    Grant
Notice

    (2008
Equity Incentive Plan)

     

    URS
Corporation (the “Company”), pursuant to its 2008 Equity Incentive Plan (the
“Plan”), hereby grants to Participant the right to receive the number of shares
of the Company’s Common Stock set forth below (“Award”).  This Award
is subject to all of the terms and conditions as set forth herein and in the
Restricted Stock Award Agreement and the Plan, each of which are attached hereto
and incorporated herein in their entirety.  Defined terms not
explicitly defined in this Grant Notice but defined in the Plan shall have the
same definitions as in the Plan.

     

    
      	 Participant: 	 Martin
      M. Koffel 
	 Date of
      Grant:    	 December 10, 2008
	 Vesting
      Commencement Date: 	 December 10, 2008
	 Number of
      Shares Subject to Award:      	 300,000 shares
	 Fair
      Market Value Per Share:	 $39.40


    

     

    
      	
              Vesting
      Schedule:

            	
              One-half
      of the shares subject to the Award shall vest as set forth in (a) below
      and the remaining one-half of the shares subject to the Award shall vest
      as set forth in (b) below:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Time-based
      vesting: 50,000
      of the shares subject to the Award shall vest on each of April 1, 2010,
      April 1, 2011 and April 1, 2012, provided in each case that Participant’s
      Continuous Service has not terminated prior to such vesting
      date.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Time
      and performance-based vesting: 50,000 of the shares subject to the Award
      shall vest on each of April 1, 2010, April 1, 2011 and April 1, 2012,
      provided in each case that (i) Participant’s Continuous Service has not
      terminated prior to such vesting date and (ii) the Company has met the net
      income goal for the fiscal year ending immediately preceding such vesting
      date, as established by the Board during the first quarter of such fiscal
      year, and as confirmed by the Compensation Committee after the audited
      financial results for such fiscal year have been prepared by the Company,
      in the Committee’s sole discretion acting pursuant to the terms of the
      Plan (including, but not limited to, Section 2(hh) regarding permissible
      adjustments in the method of calculating the attainment of Performance
      Goals).

            


    

    


    Additional
Terms/Acknowledgements:  The undersigned Participant
acknowledges receipt of, and understands and agrees to, this Grant Notice, the
Restricted Stock Award Agreement and the Plan.  Participant further
acknowledges that this Grant Notice, the Restricted Stock Award Agreement and
the Plan set forth the entire understanding between Participant and the Company
regarding the award of Common Stock in the Company and supersede all prior oral
and written agreements on that subject with the exception of awards previously
granted and delivered to Participant under the Plan.

     

     

    
      
        	 	
                URS
      Corporation 

              	 	 	
                Participant

              	 
	By: 	
                /s/
      H. Thomas Hicks

              	 	 By:	
                /s/
      Martin M. Koffel

              	 
	 	
                H.
      Thomas Hicks

              	 	 	
                
                  Martin
      M. Koffel

                

              	 
	 	
                
                  Vice
      President and Chief Financial Officer

                

              	 	 	
                 

              	 
	 	 	 	 	Date:  December
      10, 2008	 


      



    
    

    
      	
              Attachments:

            	
              Restricted
      Stock Award Agreement and 2008 Equity Incentive
  Plan

            


    


    
      
        
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              Attachment
      I

            


    

     

    
      	
              RESTRICTED
      STOCK AWARD AGREEMENT

            


    


    
      
        
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    URS
Corporation

    2008
Equity Incentive Plan

     

    Restricted
Stock Award Agreement

     

    Pursuant
to the Restricted Stock Award Grant Notice (“Grant Notice”) and this Restricted
Stock Award Agreement (collectively, the “Award”) and in consideration of your
past services, URS Corporation (the “Company”) has awarded you a restricted
stock award under its 2008 Equity Incentive Plan (the “Plan”) for the number of
shares of the Company’s Common Stock subject to the Award indicated in the Grant
Notice.  This Restricted Stock Award Agreement shall be deemed to be
agreed to by the Company and you upon your execution of the Grant Notice to
which it is attached.  Except where indicated otherwise, defined terms
not explicitly defined in this Restricted Stock Award Agreement but defined in
the Plan shall have the same definitions as in the Plan.

     

    The
details of your Award are as follows:

     

    1. Vesting.  Subject
to the limitations contained herein, your Award shall vest as provided in your
Grant Notice, and any portion of your Award that does not vest due to either the
termination of your Continuous Service or the failure to satisfy a Performance
Goal shall be canceled.  Notwithstanding the foregoing, your Award
shall become vested in its entirety either (i) in the circumstances providing
for accelerated vesting under the terms of your written Employment Agreement,
dated as of September 5, 2003, with URS Corporation, as amended by the First
Amendment dated December 7, 2006 and the Second Amendment dated December 10,
2008 and as it may be amended from time to time (the “Employment Agreement”),
while your Employment Agreement is in effect or (ii) in the circumstances
provided in Section 14(c) of the Plan with respect to a Change in Control
occurring after the Date of Grant; provided, however, that with
respect to the portion of your Award that is subject to both time and
performance-based vesting (as indicated in the Grant Notice), no such
acceleration shall occur in the event of a termination of your employment
pursuant to clause (a)(iv) or (a)(v) of Section 6 of your Employment
Agreement.  The shares subject to your Award will be held by the
Company until your interest in such shares vests.  As each portion of
your interest in the shares vests, the Company shall issue to you appropriate
evidence representing such vested shares, either in the form of one or more
stock certificates or as uncertificated shares in electronic form, or in any
combination of the foregoing.

     

    2. Number of
Shares.  The number of shares subject to your Award may be
adjusted from time to time for Capitalization Adjustments, as provided in the
Plan.

     

    3. Payment.  This
Award was granted in consideration of your past services to the Company and its
Affiliates.  Subject to Section 10 below, you will not be required to
make any payment to the Company with respect to your receipt of the Award or the
vesting thereof.

     


    
      
        
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    4. Securities
Law Compliance.  You will not be issued any shares of Common
Stock under your Award unless either (a) such shares are then registered under
the Securities Act or (b) the Company has determined that such issuance would be
exempt from the registration requirements of the Securities Act.  Your
Award must also comply with other applicable laws and regulations governing the
Award, and you will not receive such shares if the Company determines that such
receipt would not be in material compliance with such laws and
regulations.

     

    5. Transfer
Restrictions.  Prior to the time that they have vested, you may
not transfer, pledge, sell or otherwise dispose of the shares of Common Stock
subject to the Award.  For example, you may not use shares subject to
the Award that have not vested as security for a loan.  This
restriction on the transfer of shares will lapse with respect to vested shares
when such shares vest.  Notwithstanding the foregoing, you may, by
delivering written notice to the Company, in a form satisfactory to the Company,
designate a third party who, in the event of your death, shall thereafter be
entitled to receive vested shares as of the date of your death.

     

    6. Termination
of Continuous Service.

     

    (a) Except as
may be provided in your Employment Agreement and subject to Section 1 hereof, in
the event your Continuous Service terminates for reasons other than your death
or Disability (as that term is defined in your Employment Agreement or the Plan,
as applicable), you will be credited with the vesting that has accrued under
your Award as of the date of your termination of Continuous
Service.  Except as may be provided in your Employment Agreement and
subject to Section 1 hereof, you will accrue no additional vesting of your Award
following your termination of Continuous Service.  To the extent your
Award is not vested on the date of your termination, it shall automatically
lapse on such date.

     

    (b) In the
event your Continuous Service terminates due to your death, the Award
automatically shall become vested in full as of the date of your death and your
rights under the Award shall pass by will or the laws of descent and
distribution; provided,
however, that you may designate a beneficiary to receive your vested
shares as set forth in Section 5 hereof.

     

    (c) In the
event your Continuous Service terminates due to your Disability (as that term is
defined in your Employment Agreement or the Plan, as applicable), the Award
automatically shall become vested in full as of the date of your termination of
Continuous Service.

     

    7. Restrictive
Legends.  The shares issued under your Award shall be endorsed
with appropriate legends determined by the Company as applicable.

     


    
      
        
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    8. Rights as a
Stockholder. You
shall exercise all rights and privileges of a stockholder of the Company with
respect to the shares subject to your Award.  You shall be deemed to
be the holder of the shares for purposes of receiving any dividends and other
distributions which may be paid with respect to such shares and for purposes of
exercising any voting rights relating to such shares, even if some or all of
such shares have not yet vested; provided, however, that any
such dividends or distributions will be subject to the same forfeiture
restrictions and restrictions on transferability as apply to the shares of
Common Stock subject to your Award.

     

    9. Award not a
Service Contract.  Your Award is not an employment or service
contract, and nothing in your Award shall be deemed to (i) alter the terms of
your Employment Agreement or (ii) create in any way whatsoever any obligation on
your part to continue in the employ of the Company or any Affiliate thereof, or
on the part of the Company or any Affiliate thereof to continue your employment
or service.  In addition, nothing in your Award shall obligate the
Company or any Affiliate thereof, their respective stockholders, boards of
directors, officers or employees to continue any relationship that you might
have as a director or consultant for the Company or any Affiliate
thereof.

     

    10. Withholding
Obligations.

     

    (a) At the
time your Award is made, or at any time thereafter as requested by the Company,
you hereby authorize withholding from payroll and any other amounts payable to
you, and otherwise agree to make adequate provision for any sums required to
satisfy the federal, state, local and foreign tax withholding obligations of the
Company or any Affiliate thereof, if any, which arise in connection with your
Award.  Such withholding obligations may be satisfied by your
relinquishment of your right to receive a portion of the shares otherwise
issuable to you pursuant to the Award; provided, however, that you
shall not be authorized to relinquish your right to shares with a fair market
value in excess of the amount required to satisfy the minimum amount of tax
required to be withheld by law.

     

    (b) Unless
the tax withholding obligations of the Company and/or any Affiliate thereof are
satisfied, the Company shall have no obligation to issue any stock certificates
or uncertificated shares for such shares or release such shares from any escrow
provided for herein.

     

    11. Tax
Consequences.  The acquisition and vesting of the shares may
have adverse tax consequences to you that may be mitigated by filing an election
under Section 83(b) of the Code.  Such election must be filed within
thirty (30) days after the date of the grant of your Award.  YOU
ACKNOWLEDGE THAT IT IS YOUR OWN RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A
TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF YOU REQUEST THE COMPANY TO
MAKE THE FILING ON YOUR BEHALF.

     


    
      
        
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    12. Notices.  Any
notices provided for in your Award or the Plan shall be given in writing and
shall be deemed effectively given upon receipt or, in the case of notices
delivered by the Company to you, five (5) days after deposit in the United
States mail, postage prepaid, addressed to you at the last address you provided
to the Company.  Notwithstanding the foregoing, the Company may, in
its sole discretion, decide to deliver any documents related to participation in
the Plan and this Award by electronic means or to request your consent to
participate in the Plan by electronic means.  You hereby consent to
receive such documents by electronic delivery and, if requested, to agree to
participate in the Plan through an on-line or electronic system established and
maintained by the Company or another third party designated by the
Company.

     

    13. Miscellaneous.

     

    (a) The
rights and obligations of the Company under your Award shall be transferable to
any one or more persons or entities, and all covenants and agreements hereunder
shall inure to the benefit of, and be enforceable by the Company’s successors
and assigns.  Your rights and obligations under your Award may only be
assigned with the prior written consent of the Company.

     

    (b) You agree
upon request to execute any further documents or instruments necessary or
desirable in the sole determination of the Company to carry out the purposes or
intent of your Award.

     

    (c) You
acknowledge and agree that you have reviewed your Award in its entirety, have
had an opportunity to obtain the advice of counsel prior to executing and
accepting your Award and fully understand all provisions of your
Award.

     

    14. Governing
Plan Document.  Your Award is subject to all the provisions of
the Plan, the provisions of which are hereby made a part of your Award, and is
further subject to all interpretations, amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the
Plan.  In the event of any conflict between the provisions of your
Award and those of the Plan, the provisions of the Plan shall
control.

     

    


     


    
      
        
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    Attachment
II

     

    2008
EQUITY INCENTIVE PLAN