Exhibit 10.12
URS CORPORATION 1991 STOCK INCENTIVE PLAN:
CONTINGENT RESTRICTED STOCK AWARD AGREEMENT
URS Corporation, a Delaware corporation ("URS"), hereby promises to award
Restricted Shares of its common stock to the recipient named below. The terms
and conditions of such contingent award are set forth in this cover sheet, in
the attachment and in the URS Corporation 1991 Stock Incentive Plan, as amended
(the "Plan").
Date of Contingent Award: December 16, 1997
Name of Recipient: Xxxxxx X. Xxxxxx
Recipient's Social Security Number:
Number of Shares of URS Common Stock
Covered by Contingent Award: 50,000
Performance Period Commencement Date: December 16, 1997
By signing this cover sheet, you agree to all the terms
and conditions described in the attachment and in the Plan.
Recipient: /s/Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX
URS Corporation: By: /s/Xxxxxx Xxxxxxx
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XXXXXX XXXXXXX
Vice President and General Counsel
Attachment
1.
URS CORPORATION 1991 STOCK INCENTIVE PLAN:
CONTINGENT RESTRICTED STOCK AWARD AGREEMENT
Payment for Shares
Due to legal requirements, you must pay to URS the par value of any shares you
receive pursuant to this contingent award. The amount is $0.01 per share,
payable by check.
Contingent Award of Shares
You are hereby contingently granted up to 50,000 Restricted Shares under the
Plan (the "Maximum Number of Shares"), the exact number to be granted to be
determined based on the cumulative annualized total returns to URS stockholders
("Total Returns") over the five-year period beginning on December 16, 1997 (the
"Commencement Date") and ending on December 16, 2002 (such five-year period
being hereafter referred to as the "Performance Period"). No shares shall be
granted if Total Returns are 8.0% or less, and 100% of such shares shall be
granted if Total Returns are 12.0% or more. If Total Returns are more than 8.0%
but less than 12.0%, the number of shares granted shall be that percentage of
the Maximum Number of Shares determined on a straight-line prorated basis
between 8.0% and 12.0%.
Up to one-third of the Maximum Number of Shares shall be granted effective
December 16, 2000 based on Total Returns from the Commencement Date to such
date; up to two-thirds of the Maximum Number of Shares shall be granted
effective December 16, 2001 based on Total Returns from the Commencement Date to
such date, and up to the Maximum Number of Shares shall be granted effective
December 16, 2002 based on Total Returns for the entire Performance Period. Once
granted, the shares will be fully vested and will not be subject to retroactive
adjustment even if Total Returns calculated as of a subsequent date are less.
Calculation of Total Returns
Total Returns shall be calculated on the basis of the difference between the
closing price of a share of URS Common Stock on the New York Stock Exchange on
the Commencement Date, which is agreed to be $14.0625 per share, and the Fair
Market Value (as defined below) of a share of URS Common Stock (as adjusted on
December 16, 2000, 2001 and 2002, respectively, or the next business day on
which such exchange is opened for trading if such day is not a trading day (each
a "Calculation Date"). Such difference shall be converted into an annual return
on an annualized compound basis, with the resulting number being "Total Returns"
for purposes of this Agreement.
"Fair Market Value" shall be equal to the closing price of a share of URS Common
Stock (as adjusted below) on the New York Stock Exchange on a Calculation Date.
If for any reason URS Common Stock is not traded on the New York Stock Exchange
on any such date, then Fair Market Value shall be the closing price on the
principal exchange on which the URS Common Stock is then traded, or as reported
through the principal automated quotation system if URS Common Stock is not then
traded on an exchange, or as determined in good faith by the
1.
Compensation/Option Committee of the URS Board of Directors (the "Committee") in
the event that URS Common Stock is not then either traded on an exchange or
reported through an automated quotation system.
In the event that at any time between the Commencement Date and a Calculation
Date a dividend or other distribution is declared on shares of URS Common Stock,
then such dividend or other distribution shall immediately be deemed to have
been reinvested in additional shares of URS Common Stock at its then Fair Market
Value, and the number of shares of URS Common Stock for purposes of determining
Total Returns as of a Calculation Date shall be adjusted accordingly. If such
dividend or other distribution is in a form other than cash, then its cash
equivalent for purposes of determining the amount of such deemed reinvestment
shall be determined in good faith by the Committee.
In the event that shares of URS Common Stock are converted into or exchanged for
different securities through a merger, reorganization, recapitalization or other
similar transaction, then Total Returns shall be calculated on the basis of the
difference between the closing price of a share of URS Common Stock on the New
York Stock Exchange on the Commencement Date and the Fair Market Value of the
securities into which a share of URS Common Stock has been converted or
exchanged following the above principles, as applied to the particular
circumstances in good faith by the Committee.
The following table summarizes the possible grants of Shares, assuming various
Total Returns over the Performance Period:
Total Returns Restricted Shares Awarded Projected Stock Price
12.0% 50,000 $24.7829
11.0% 37,500 $23.6961
10.0% 25,000 $22.6478
9.0% 12,500 $21.6369
8.0% 0 $20.6624
For purposes of calculating Total Returns, all numbers shall be rounded down to
the nearest one tenth of one percent (e.g., 11.94% is rounded down to 11.9%).
Granted Shares Not Restricted
Shares granted under the foregoing provisions will be considered "Restricted
Shares" under the Plan that have vested in full on the date of grant. You may
sell, transfer, pledge or otherwise dispose of any such Restricted Shares.
However, see "Restrictions on Resale" below.
2.
Accelerated Grant and Forfeiture
If at any time during the Performance Period URS terminates your service as an
employee for any reason other then Cause (as defined below) or you terminate
your service as an employee of URS for Good Reason (as defined below), then any
shares not previously granted to you under the terms of this Agreement as of the
date of termination, up to the Maximum Number of Shares, shall be immediately
granted.
If at any time during the Performance Period URS terminates your service as an
employee for "Cause", then any shares not previously granted to you under the
terms of this Agreement as of the date of termination shall immediately be
forfeited.
For purposes of this Agreement, "Cause" shall have the same meaning assigned to
such term in your Employment Agreement with URS dated as of December 16, 1991,
as the same may be amended from time-to-time. "Good Reason" shall mean either
(A) that you (i) have been demoted, (ii) have incurred a reduction in your
authority or responsibility, or (iii) have incurred a reduction in your Base
Compensation (as such term is defined in your Employment Agreement), or (B) that
a "Change in Control" (as such term is defined in your Employment Agreement")
has occurred within 12 months prior to the date of termination (whether or not
any of the events itemized in clause A also has occurred).
Leaves of Absence
For purposes of this contingent award, your service does not terminate when you
go on a military leave, a sick leave or another bona fide leave of absence, if
the leave was approved by URS in writing. But your service terminates when the
approved leave ends, unless you immediately return to active work.
Stock Certificates
After a grant of Restricted Shares based on this contingent award has been made,
a stock certificate for those shares will be issued to you (or to you and your
spouse).
Voting Rights
You may vote only those shares that have been granted to you.
Withholding Taxes
No stock certificates will be issued to you unless you have made acceptable
arrangements to pay any withholding taxes that may be due as a result of grants
of shares pursuant to this contingent award.
Restrictions on Resale
By signing this Agreement, you agree not to sell any shares at a time when
applicable securities or other laws or US policies prohibit a sale. This
restriction will apply as long as you are an employee, director, consultant or
advisor of URS (or any subsidiary).
3.
Retention Rights
Neither your award nor this Agreement gives you the right to be retained by URS
(or any subsidiaries) in any capacity. URS (and any subsidiaries) reserve the
right to terminate your service at any time, with or without cause.
Adjustments
In the event of a stock split, a stock dividend or a similar change in URS
stock, the number of Restricted Shares that are subject to this contingent award
will be adjusted accordingly.
Applicable Law
This Agreement will be interpreted and enforced under the laws of the State of
California.
The Plan and Other Agreements
The text of the 1991 Stock Incentive Plan is incorporated in this Agreement by
reference.
This Agreement and the Plan constitute the entire understanding between you and
URS regarding this award. Any prior agreements, commitments or negotiations
concerning this award are superseded.
By signing the cover sheet of this Agreement,
you agree to all the terms and conditions
described above and in the Plan.
4.
