exv10w1



 






EXHIBIT 10.1




URS Corporation




EMPLOYEE STOCK PURCHASE PLAN




Adopted Effective July 1, 1997

Amended and Restated Effective July 1, 1999

Amendment and Restatement Approved By Stockholders on October 12, 1999

Amended Effective July 14, 2003 

Amended Effective November 17, 2003

Amended Effective March 23, 2004

Amended and Restated Effective September 8, 2005




1. Purpose.




     (a) The purpose of the Employee Stock Purchase Plan (the “Plan”) is to provide a
means by which employees of URS Corporation, a Delaware corporation (the “Company”), and its
Affiliates, as defined in Subsection 1(b), which are designated as provided in Subsection 2(b), may
be given an opportunity to purchase the common stock of the Company (the “Common Stock”).



     (b) The word “Affiliate” as used in the Plan means any parent corporation or
subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f),
respectively, of the Internal Revenue Code of 1986, as amended (the “Code”).



     (c) The Company, by means of the Plan, seeks to retain the services of its
employees, to secure and retain the services of new employees, and to provide incentives for such
persons to exert maximum efforts for the success of the Company.



     (d) The Company intends that the rights to purchase stock of the Company granted
under the Plan be considered options issued under an “employee stock purchase plan” as that term is
defined in Section 423(b) of the Code.



2. Administration.




     (a) The Plan shall be administered by the Board of Directors (the “Board”) of the
Company unless and until the Board delegates administration to a Committee, as provided in
Subsection 2(c). Whether or not the Board has delegated administration, the Board shall have the
final power to determine all questions of policy and expediency that may arise in the
administration of the Plan.



     (b) The Board shall have the power, subject to, and within the limitations of, the
express provisions of the Plan:



          (i) To determine when and how rights to purchase stock of the Company shall be
granted and the provisions of each offering of such rights (which need not be identical).




          (ii) To designate from time to time which Affiliates of the Company shall be
eligible to participate in the Plan.




          (iii) To construe and interpret the Plan and rights granted under it, and to
establish, amend and revoke rules and regulations for its administration, including, but not by way
of limitation, rules and regulations necessary to conform the Plan or any Offering thereunder to
the laws and regulations of foreign jurisdictions. The




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Board, in the exercise of this power, may correct any defect, omission or inconsistency in the
Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully
effective.




          (iv) To amend the Plan as provided in Section 13.




          (v) To suspend or terminate the Plan as provided in Section 16.




          (vi) Generally, to exercise such powers and to perform such acts as the Board deems
necessary or expedient to promote the best interests of the Company and its Affiliates and to carry
out the intent that the Plan be treated as an “employee stock purchase plan” within the meaning of
Section 423 of the Code.




     (c) The Board may delegate administration of the Plan to a Committee of one or more
members of the Board. If administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed by the Board,
subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be
adopted from time to time by the Board. The Board may abolish the Committee at any time and revest
in the Board the administration of the Plan.



3. Shares Subject to the Plan.




     (a) Subject to the provisions of Section 12 relating to adjustments upon changes in
stock, the stock that may be sold pursuant to rights granted under the Plan shall not exceed in the
aggregate one million six hundred fifty thousand (1,650,000) shares of the Company’s common stock
(the “Reserved Shares”). As of each July 1, beginning with July 1, 2000 and continuing through and
including July 1, 2009, the number of Reserved Shares shall be increased automatically by the
lesser of (i) three percent (3.0%) of the total number of shares of Common Stock outstanding,
including for this purpose outstanding shares of capital stock convertible into Common Stock, on
such date, or (ii) eight hundred thousand (800,000) shares of Common Stock. If any right granted
under the Plan shall for any reason terminate without having been exercised, the Common Stock not
purchased under such right shall again become available for the Plan.



     (b) The stock subject to the Plan may be unissued shares or reacquired shares,
bought on the market or otherwise.



4. Grant of Rights; Offering.




     The Board or the Committee may from time to time grant or provide for the grant of rights to
purchase Common Stock of the Company under the Plan to eligible employees (an “Offering”) on a date
or dates (the “Offering Date(s)”) selected by the Board or the Committee. Each Offering shall be
in such form and shall contain such terms and conditions as the Board or the Committee shall deem
appropriate, which shall comply with the requirements of Section 423(b)(5) of the Code that all
employees granted rights to purchase stock under the Plan shall have the same rights and
privileges. The terms and conditions of an Offering shall be incorporated by reference into the
Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical,
but each Offering shall include (through incorporation of the provisions of this Plan by reference
in the document comprising the Offering or otherwise) the period during which the Offering shall be
effective, which period shall not exceed twenty-seven (27) months beginning with the Offering Date,
and the substance of the provisions contained in Sections 5 through 8, inclusive.



5. Eligibility.




     (a) Rights may be granted only to employees of the Company or, as the Board or the
Committee may designate as provided in Subsection 2(b), to employees of any Affiliate of the
Company. Except as provided in Subsection 5(b), an employee of the Company or any Affiliate shall
not be eligible to be granted rights under the Plan, unless, on the Offering Date, such employee
has been in the employ of the Company or any Affiliate for such continuous period preceding such
grant as the Board or the Committee may require, but in no event shall the required period of
continuous employment be equal to or greater than two (2) years. In addition, unless otherwise



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determined by the Board or the Committee and set forth in the terms of the applicable
Offering, no employee of the Company or any Affiliate shall be eligible to be granted rights under
the Plan, unless, on the Offering Date, such employee’s customary employment with the Company or
such Affiliate is for at least twenty (20) hours per week and at least five (5) months per calendar
year.



     (b) The Board or the Committee may provide that, each person who, during the course
of an Offering, first becomes an eligible employee of the Company or designated Affiliate will, on
a date or dates specified in the Offering which coincides with the day on which such person becomes
an eligible employee or occurs thereafter, receive a right under that Offering, which right shall
thereafter be deemed to be a part of that Offering. Such right shall have the same characteristics
as any rights originally granted under that Offering, as described herein, except that:



          (i) the date on which such right is granted shall be the “Offering Date” of such
right for all purposes, including determination of the exercise price of such right;




          (ii) the period of the Offering with respect to such right shall begin on its
Offering Date and end coincident with the end of such Offering; and




          (iii) the Board or the Committee may provide that if such person first becomes an
eligible employee within a specified period of time before the end of the Offering, he or she will
not receive any right under that Offering.




     (c) No employee shall be eligible for the grant of any rights under the Plan if,
immediately after any such rights are granted, such employee owns stock possessing five percent
(5%) or more of the total combined voting power or value of all classes of stock of the Company or
of any Affiliate. For purposes of this Subsection 5(c), the rules of Section 424(d) of the Code
shall apply in determining the stock ownership of any employee, and stock which such employee may
purchase under all outstanding rights and options shall be treated as stock owned by such employee.



     (d) An eligible employee may be granted rights under the Plan only if such rights,
together with any other rights granted under “employee stock purchase plans” of the Company and any
Affiliates, as specified by Section 423(b)(8) of the Code, do not permit such employee’s rights to
purchase stock of the Company or any Affiliate to accrue at a rate which exceeds twenty-five
thousand ($25,000) of fair market value of such stock (determined at the time such rights are
granted) for each calendar year in which such rights are outstanding at any time.



     (e) Officers of the Company and any designated Affiliate shall be eligible to
participate in Offerings under the Plan, provided, however, that the Board may provide in an
Offering that certain employees who are highly compensated employees within the meaning of Section
423(b)(4)(D) of the Code shall not be eligible to participate.



6. Rights; Purchase Price.




     (a) On each Offering Date, each eligible employee, pursuant to an Offering made
under the Plan, shall be granted the right to purchase up to the number of shares of Common Stock
of the Company purchasable with a percentage designated by the Board or the Committee not exceeding
ten percent (10%) of such employee’s Earnings (as defined by the Board or the Committee in each
Offering) during the period which begins on the Offering Date (or such later date as the Board or
the Committee determines for a particular Offering) and ends on the date stated in the Offering,
which date shall be no later than the end of the Offering. The Board or the Committee shall
establish one or more dates during an Offering (the “Purchase Date(s)”) on which rights granted
under the Plan shall be exercised and purchases of Common Stock carried out in accordance with such
Offering.



     (b) In connection with each Offering made under the Plan, the Board or the Committee
may specify a maximum number of shares that may be purchased by any employee as well as a maximum
aggregate number of shares that may be purchased by all eligible employees pursuant to such
Offering. In addition, in connection with



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each Offering that contains more than one Purchase Date, the Board or the Committee may
specify a maximum aggregate number of shares which may be purchased by all eligible employees on
any given Purchase Date under the Offering. If the aggregate purchase of shares upon exercise of
rights granted under the Offering would exceed any such maximum aggregate number, the Board or the
Committee shall make a pro rata allocation of the shares available in as nearly a uniform manner as
shall be practicable and as it shall deem to be equitable.



     (c) With respect to Offerings commencing prior to January 1, 2006, the purchase
price of stock acquired pursuant to rights granted under the Plan shall be not less than the lesser
of:



          (i) an amount equal to eighty-five percent (85%) of the fair market value of the
stock on the Offering Date; or




          (ii) an amount equal to eighty-five percent (85%) of the fair market value of the
stock on the Purchase Date.




     (d) With respect to Offerings commencing on or after January 1, 2006, the purchase
price of stock acquired pursuant to rights granted under the Plan shall be not less than an amount
equal to ninety-five percent (95%) of the fair market value of the stock on the Purchase Date.



7. Participation; Withdrawal; Termination.




     (a) An eligible employee may become a participant in the Plan pursuant to an
Offering by delivering a participation agreement to the Company within the time specified in the
Offering, in such form as the Company provides. Each such agreement shall authorize payroll
deductions of up to the maximum percentage specified by the Board or the Committee of such
employee’s Earnings during the Offering (as defined by the Board or Committee in each Offering).
The payroll deductions made for each participant shall be credited to an account for such
participant under the Plan and shall be deposited with the general funds of the Company. A
participant may reduce (including to zero) or increase such payroll deductions, and an eligible
employee may begin such payroll deductions, after the beginning of any Offering only as provided
for in the Offering. A participant may make additional payments into his or her account only if
specifically provided for in the Offering and only if the participant has not had the maximum
amount withheld during the Offering.



     (b) At any time during an Offering, a participant may terminate his or her payroll
deductions under the Plan and withdraw from the Offering by delivering to the Company a notice of
withdrawal in such form as the Company provides. Such withdrawal may be elected at any time prior
to the end of the Offering except as provided by the Board or the Committee in the Offering. Upon
such withdrawal from the Offering by a participant, the Company shall distribute to such
participant all of his or her accumulated payroll deductions (reduced to the extent, if any, such
deductions have been used to acquire stock for the participant) under the Offering, without
interest, and such participant’s interest in that Offering shall be automatically terminated. A
participant’s withdrawal from an Offering will have no effect upon such participant’s eligibility
to participate in any other Offerings under the Plan but such participant will be required to
deliver a new participation agreement in order to participate in subsequent Offerings under the
Plan.



     (c) Rights granted pursuant to any Offering under the Plan shall terminate
immediately upon cessation of any participating employee’s employment with the Company and any
designated Affiliate, for any reason, and the Company shall distribute to such terminated employee
all of his or her accumulated payroll deductions (reduced to the extent, if any, such deductions
have been used to acquire stock for the terminated employee) under the Offering, without interest.



     (d) Rights granted under the Plan shall not be transferable by a participant
otherwise than by will or the laws of descent and distribution, or by a beneficiary designation as
provided in Section 14 and, otherwise during his or her lifetime, shall be exercisable only by the
person to whom such rights are granted.



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8. Exercise.




     (a) On each Purchase Date specified therefor in the relevant Offering, each
participant’s accumulated payroll deductions and other additional payments specifically provided
for in the Offering (without any increase for interest) will be applied to the purchase of shares
of stock of the Company (including fractional shares), up to the maximum number of shares permitted
pursuant to the terms of the Plan and the applicable Offering, at the purchase price specified in
the Offering. The amount, if any, of accumulated payroll deductions remaining in each
participant’s account after the purchase of shares which is less than the amount required to
purchase one share of stock on the final Purchase Date of an Offering shall be held in each such
participant’s account for the purchase of shares under the next Offering under the Plan, unless
such participant withdraws from such next Offering, as provided in Subsection 7(b), or is no longer
eligible to be granted rights under the Plan, as provided in Section 5, in which case such amount
shall be distributed to the participant after such final Purchase Date, without interest. The
amount, if any, of accumulated payroll deductions remaining in any participant’s account after the
purchase of shares which is equal to the amount required to purchase one or more whole shares of
stock on the final Purchase Date of an Offering shall be distributed in full to the participant
after such Purchase Date, without interest.



     (b) No rights granted under the Plan may be exercised to the extent that the shares
of Common Stock to be issued upon such exercise (including rights granted thereunder) are not
covered by an effective registration statement pursuant to the Securities Act of 1933, as amended
(the “Securities Act”) or the Plan is not in material compliance with all applicable state, foreign
and other securities and other laws applicable to the Plan with respect to such rights. If on a
Purchase Date in any Offering hereunder the Plan is not so registered or in such compliance, rights
granted under the Plan or any Offering shall not be exercised on such Purchase Date to the extent
such exercise would violate the Securities Act or other applicable laws, and the Purchase Date
shall be delayed with respect to those rights until the Plan is subject to such an effective
registration statement and/or in such compliance, except that the Purchase Date shall not be
delayed more than twelve (12) months and the Purchase Date shall in no event be more than
twenty-seven (27) months from the Offering Date. If on the Purchase Date of any Offering
hereunder, as delayed to the maximum extent permissible, the Plan is not registered and in such
compliance, the rights so affected shall not be exercised and all payroll deductions accumulated
during the Offering (reduced to the extent, if any, such deductions have been used to acquire
stock) shall be distributed to the participants, without interest.



     (c) Common Stock that is purchased under the Plan will be registered in the name of
the participant.



9. Covenants of the Company.




     (a) During the terms of the rights granted under the Plan, the Company shall keep
available at all times the number of shares of Common Stock required to satisfy such rights.



     (b) The Company shall seek to obtain from each federal, state, foreign or other
regulatory commission or agency having jurisdiction over the Plan such authority as may be required
to issue and sell shares of stock upon exercise of the rights granted under the Plan. If, after
reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency
the authority which counsel for the Company deems necessary for the lawful issuance and sale of
Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue
and sell Common Stock upon exercise of such rights unless and until such authority is obtained.



10. Use of Proceeds from Stock.




     Proceeds from the sale of Common Stock pursuant to rights granted under the Plan shall
constitute general funds of the Company.



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11. Rights as a Stockholder.




     A participant shall not be deemed to be the holder of, or to have any of the rights of a
holder with respect to, any shares subject to rights granted under the Plan unless and until the
participant’s shareholdings acquired upon exercise of rights under the Plan are recorded in the
books of the Company.



12. Adjustments upon Changes in Stock.




     (a) If any change is made in the Common Stock subject to the Plan, or subject to any
rights granted under the Plan (through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate structure or other
transaction not involving the receipt of consideration by the Company), the Plan and outstanding
rights will be appropriately adjusted in the class(es) and maximum number of shares subject to the
Plan and the class(es) and number of shares and price per share of stock subject to outstanding
rights. Such adjustments shall be made by the Board or the Committee, the determination of which
shall be final, binding and conclusive. (The conversion of any convertible securities of the
Company shall not be treated as a “transaction not involving the receipt of consideration by the
Company.”)



     (b) In the event of (i) a sale, lease, license or other disposition of all or
substantially all of the consolidated assets of the Company; (ii) a sale or other disposition of
more than fifty percent (50%) of the outstanding securities of the Company; (iii) a merger,
consolidation or similar transaction following which the Company is not the surviving corporation;
or (iv) a merger, consolidation or similar transaction following which the Company is the surviving
corporation but more than fifty (50%) of the shares of Common Stock outstanding immediately
preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of
the merger, consolidation or similar transaction into other property, whether in the form of
securities, cash or otherwise, then, as determined by the Board in its sole discretion (i) any
surviving or acquiring corporation may assume outstanding rights or substitute similar rights for
those under the Plan; (ii) such rights may continue in full force and effect; or (iii)
participants’ accumulated payroll deductions may be used to purchase Common Stock immediately prior
to the transaction described above and the participants’ rights under the ongoing Offering
terminated.



13. Amendment of the Plan.




     (a) The Board at any time, and from time to time, may amend the Plan. However,
except as provided in Section 12 relating to adjustments upon changes in stock, no amendment shall
be effective unless approved by the stockholders of the Company within twelve (12) months before or
after the adoption of the amendment, where the amendment will:



          (i) Increase the number of shares reserved for rights under the Plan;




          (ii) Modify the provisions as to eligibility for participation in the Plan (to the
extent such modification requires stockholder approval in order for the Plan to obtain employee
stock purchase plan treatment under Section 423 of the Code or to comply with the requirements of
Rule 16b-3); or




          (iii) Modify the Plan in any other way if such modification requires stockholder
approval in order for the Plan to obtain employee stock purchase plan treatment under Section 423
of the Code or to comply with the requirements of Rule 16b-3.



It is expressly contemplated that the Board may amend the Plan in any respect the Board deems
necessary or advisable to provide eligible employees with the maximum benefits provided or to be
provided under the provisions of the Code and the regulations promulgated thereunder relating to
employee stock purchase plans and/or to bring the Plan and/or rights granted under it into
compliance therewith.




     (b) Subject to Section 12, rights granted before amendment of the Plan shall not be
impaired by any amendment of the Plan, except with the consent of the person to whom such rights
were granted, or except as



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necessary to comply with any laws or governmental regulations, or except as necessary to
ensure that the Plan and/or rights granted under the Plan comply with the requirements of Section
423 of the Code.



14. Designation of Beneficiary.




     (a) A participant may file a written designation of a beneficiary who is to receive
any shares and cash, if any, from the participant’s account under the Plan in the event of such
participant’s death subsequent to the end of an Offering but prior to delivery to the participant
of such shares and cash. In addition, a participant may file a written designation of a
beneficiary who is to receive any cash from the participant’s account under the Plan in the event
of such participant’s death during an Offering.



     (b) Such designation of beneficiary may be changed by the participant at any time by
written notice. In the event of the death of a participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such participant’s death, the
Company shall deliver such shares and/or cash to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its sole discretion, may deliver such shares and/or cash to the spouse or
to any one or more dependents or relatives of the participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Company may designate.



15. No Employment or Service Rights.




     Nothing in the Plan or any instrument executed or rights granted pursuant thereto shall confer
upon any employee any right to continue to serve the Company or an Affiliate in the capacity in
effect at the time the right was granted or shall affect the right of the Company or an Affiliate
to terminate the employment of an employee with or without notice and with or without cause.



16. Termination or Suspension of the Plan.




     (a) The Board in its discretion, may suspend or terminate the Plan at any time. No
rights may be granted under the Plan while the Plan is suspended or after it is terminated. This
Plan shall terminate on October 11, 2009.



     (b) Rights and obligations under any rights granted while the Plan is in effect
shall not be impaired by suspension or termination of the Plan, except as expressly provided in the
Plan or with the consent of the person to whom such rights were granted, or except as necessary to
comply with any laws or governmental regulation, or except as necessary to ensure that the Plan
and/or rights granted under the Plan comply with the requirements of Section 423 of the Code.



17. Effective Date of Plan.




     This amended and restated Plan shall become effective on the date on which it is adopted by
the Board (the “Effective Date”), but no rights granted under the Plan shall be exercised unless
and until the Plan has been approved by the stockholders of the Company within twelve (12) months
before or after the date the Plan is adopted by the Board.



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