Fifth Amendment to Employment Agreement between URS Corporation and Joseph Masters, dated as of August 1, 2008

 

 

 

Whereas, Joseph Masters (the “Employee”) and URS Corporation (the “Company”) entered into an Employment Agreement effective as of September 8, 2000, as amended to date (the “Employment Agreement”); and

Whereas, the Employee and the Company wish to amend the Employment 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 Employment Agreement is amended effective as of August 1, 2008, as follows:

 

A.           Section 6(c) of the Employment Agreement hereby is amended in its entirety to read as follows:

(c)           Change in Control Payment and Severance Benefits.  If, during the term of this Agreement and (i) within six (6) months after the occurrence of a Change in Control, the Employee voluntarily resigns his employment for Good Reason, (ii) within six (6) months after the occurrence of a Change in Control, the Company terminates the Employee’s employment for any reason, or (iii) within the thirty (30) day period following the date that is six (6) months after the occurrence of a Change in Control, the Employee voluntarily resigns his employment for any reason, then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Section 7(a)(ii).  The Change in Control Payment shall be in an amount determined under Section 6(d) and 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; provided, however, that if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of his separation from service with the Company, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separation, provided that the Employee’s release has become effective in accordance with its terms as described in Section 8.  The Change in Control Payment shall be in lieu of (i) any further payments to the Employee under Section 3, (ii) any further accrual of benefits under Section 4 with respect to periods subsequent to the date of the employment termination and (iii) any entitlement to a Severance Payment (as defined in Section 7(a)(i)).  In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued but unpaid vacation.

 

B.           Sections 7(a) and 7(a)(i) of the Employment Agreement hereby are amended 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:

 

 

C.           Section 7(a)(ii) of the Employment Agreement hereby is amended to add the following two sentences at the end thereof:

The amount of any in-kind benefits provided under this Section 7(a)(ii) with respect to life and disability insurance coverage (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.  Any and all payments due to the Employee under this Section 7(a)(ii) with respect to life and disability insurance premiums with respect to a given calendar year shall be payable no later than December 31 of the succeeding calendar year.

D.           Section 9 of the Employment Agreement hereby is amended to add the following sentence at the end thereof:

Any 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 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 Fifth Amendment to the Employment Agreement, as of the day and year first above written.

 

	URS Corporation, a Delaware corporation
	By:	/s/ H. Thomas Hicks
		Name: H. Thomas Hicks
		Title: Chief Financial Officer

 

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