exv10w1



 






EXHIBIT 10.1




FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT




     This Fourth Amendment to Employment Agreement (the “Amendment”) is entered into as of November
15, 2005, by and between Joseph Masters (the “Employee”) and URS Corporation, a Delaware
corporation (the “Company”), to amend the Employment Agreement entered into between the parties as
of September 8, 2000, as amended to date (the “Employment Agreement”), as follows (capitalized
terms in this Amendment are used as defined in the Employment Agreement unless otherwise required
by the context):



          1.      Section 6(d) of the Employment Agreement is hereby amended and restated in its entirety
to read as follows:




          “(d) Amount of Change in Control Payment. The amount of the Change in Control Payment
shall be equal to the higher of (i) one million one hundred fifty two thousand dollars
($1,152,000) and (ii) two hundred percent (200%) of the sum of (A) the Employee’s annual
rate of Base Compensation, as in effect on the date of employment termination, plus (B) the
Employee’s target bonus, as in effect on the date of employment termination under the
Company’s annual bonus plan (or, if no target bonus is then in effect, the actual bonus most
recently paid by the Company to the Employee).”




          2.      Sections 7(a) and 7(a)(i) of the Employment Agreement are hereby amended and restated 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. 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.”




          3.      The following new Section 7(d) is hereby added to the Employment Agreement:




          “(d) Code Section 409A Compliance. Because of the uncertainty of the application of
Section 409A of the Code to payments pursuant to this Agreement, including, without
limitation, payments pursuant to this Section 7, the Employee agrees


 









 







that if any such payments are subject to the provisions of Section 409A of the Code by
reason of this Agreement, or any part thereof, being considered a “nonqualified deferred
compensation plan” pursuant to Section 409A of the Code, then the Company and the Employee
shall use their best efforts to ensure that such payments shall be made in accordance with
Section 409A of the Code, including, without limitation, any necessary delay of six (6)
months applicable to payment of deferred compensation to a “specified employee” (as defined
in Section 409A(2)(B)(i) of the Code) upon separation from service; provided that this
Section 7(d) shall not entitle the Company to retain (without ultimate payment to the
Employee) any payment otherwise due to the Employee under this Agreement.”




          4.      Except as so amended, the Employment Agreement remains in full force and effect.




     IN WITNESS WHEREOF, each party has executed this Amendment, in the case of the
Company by its duly authorized officer, as of the day and year first above written.



	 	 	 	 	 
	 	 	 
	 	                                      /s/ Joseph Masters
 	 
	 	Joseph Masters 	 
	 	 	 
	 



	 	 	 	 	 
	 	URS Corporation,
 

A Delaware corporation

 	 
	 	By:  	/s/ Martin M. Koffel
 	 
	 	 	Name:  	Martin M. Koffel 	 
	 	 	Title:  	Chairman and Chief Executive Officer