First Amendment to the Amended and Restated Employment Agreement Between Martin M. Koffel and URS Corporation
Exhibit
10.1
First
Amendment to the
Amended
and Restated Employment Agreement
Between
Xxxxxx X. Xxxxxx and URS Corporation
Whereas,
Xxxxxx
X. Xxxxxx (the “Employee”)
and URS
Corporation (the “Company”)
entered
into an Employment Agreement effective as of September 5, 2003 (the “Employment
Agreement”);
and
Whereas,
the
Employee and the Company wish to amend the Employment Agreement to (i) change
the Employee’s retirement date under the Employment Agreement, (ii) clarify
certain equity award and benefit provisions, and (iii) 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 December
7, 2006, as follows:,
as
follows:
1. Section
1(g) of the Employment Agreement hereby is amended in its entirety to read
as
follows:
(g) Retirement
of Employee.The
Employee’s employment shall terminate automatically on May 31, 2009, or such
later date as the parties may mutually agree (the “Retirement
Date”).
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2. Section
4(a) of the Employment Agreement is amended in its entirety to read as
follows:
(a) General.
During
the term of his employment under this Agreement, the Employee shall be eligible
to participate in the employee benefit plans, stock option and other
equity-based incentive and compensation plans, and other executive incentive
and
compensation programs maintained with respect to employees of the Company,
subject in each case to (i) the generally applicable terms and conditions of
the
applicable plan or program and to the determinations of the Board, a duly
appointed committee of the Board or other person administering such plan or
program (such determinations with respect to any future equity-based
incentives to be based on such factors as the Board or such committee or other
person may deem appropriate in the circumstances, including without
limitation other equity-based incentive awards previously granted to the
Employee, including the grant specified in Section 4(b) below), and (ii)
amendment, modification or termination of any such plan or program in the sole
and absolute discretion of URS.
3. Section
4(b) of the Employment Agreement is amended in its entirety to read as
follows:
(b) Equity
Grant. Upon
execution and delivery of the First Amendment to this Agreement, the Employee
shall be granted 300,000 shares of restricted stock under the 1999 Plan, such
grant to provide for (i) vesting of 50,000 shares on each of May 25, 2007,
May
25, 2008 and May 25, 2009, provided
in
each
case that the Employee’s continuous service with the Company has not terminated
prior to such vesting date, (ii) vesting of 50,000 shares on each of May 25,
2007, May 25, 2008 and May 25, 2009, provided
in each
case that the Employee’s continuous service with the Company has not terminated
prior to such vesting date and the Company has met its net income goal
established by the Board during the first quarter of the fiscal year ending
immediately preceding such vesting date and as confirmed by the Compensation
Committee after the audited financial results for such fiscal year have been
prepared by the Company, (iii) accelerated vesting of all unvested shares in
the
event of termination of the Employee pursuant to Section 6(a)(iv), (v) or (vi)
below, and (iv) other terms consistent with the form of restricted stock grant
approved by the Compensation Committee on May 24, 2006.
4. Section
4(d) of the Employment Agreement is clarified by being amended in its entirety
to read as follows:
(d) Disability
Insurance. During
the terms of his employment under this Agreement, the Company shall pay to
the
Employee an amount (the “Disability Insurance Reimbursement Amount”) sufficient
to reimburse the Employee for the cost of maintaining a supplemental disability
income insurance policy that provides a monthly benefit of not less than $10,000
(and on terms substantially equivalent to the policy in effect on the date
of
the First Amendment to this Agreement), together with an additional amount
(the
“Disability insurance Gross-Up Payment”) such that after payment by the Employee
of all income and employment taxes on the Disability Insurance Reimbursement
Payment and the Disability insurance Gross-Up Payment, the Employee retains
an
amount equal to the Disability insurance Reimbursement Payment.
5. The
Employment Agreement hereby is amended to add a new Section 4(f) to read in
full
as follows:
(f) Timing
of Insurance Reimbursement Payments.
Any Life
Insurance Reimbursement Payment, Life Insurance Gross-Up Payment, Disability
Insurance Reimbursement Payment and Disability Insurance Gross-Up Payment shall
be made within two and one-half (2½) months following the Employee’s taxable
year in which the Employee incurs the cost of such insurance.
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6. Clause
(ii) of Section 6(a) of the Employment Agreement is amended to read in full
“(ii) the termination of the Employee’s employment due to death or Disability,”;
and Section 6(a)(2) of the Employment Agreement hereby is amended in its
entirety to read as follows:
(2) Severance
Payment.
In the
event the termination of the Employee is described in clause (a) (ii), (iii),
(iv) or (v) above, the Company shall pay the Employee (or his estate) the amount
of five million dollars ($5,000,000). In the event the termination of the
Employee is described in clause (a)(vi) above, the Company shall pay the
Employee the amount equal to three hundred percent (300%) of the sum of (x)
the
Employee’s Base Compensation plus (y) the product of the Annual Target Bonus
multiplied by the Employee’s Base Compensation, all as such amounts are in
effect on the date of the employment termination. Any payment under this
Subsection (a)(2) shall be deemed a “Severance
Payment”
for
purposes of this Agreement.
For
purposes of Section 409A of the Code, the right to five million dollars
($5,000,000) of any Severance Payment was “earned and vested” as of December 31,
2004, and, therefore, such amount shall not be considered subject to the
provisions of Section 409A of the Code (the “Grandfathered
Amount”).
The
right to any portion of any Severance Payment exceeding five million dollars
($5,000,000) was not “earned and vested” as of December 31, 2004, and,
therefore, such amount shall be considered subject to the provisions of
Section
409A of the Code (the “Non-Grandfathered
Amount”).
7. Section
7
of the Employment Agreement hereby is amended in its entirety to read as
follows:
7. Timing
of Severance Payment.
(a) Grandfathered
Amount.
The
Grandfathered Amount of any Severance Payment shall be paid either in a lump
sum
within five (5) business days following the date of termination (the
“Lump
Sum Payment Date”)
or, as
described below, at the Employee’s election in installments.
The
Employee may, upon executing this Agreement or thereafter, upon written notice
to the Company, elect to receive the Grandfathered Amount of any Severance
Payment in installments payable on such date or dates on or subsequent to the
Lump Sum Payment Date as the Employee may specify in such notice. Such election
shall be irrevocable; provided,
however,
that
the Employee may change his election of the installment method if such election
is made by written notice to the Company at least one (1) year prior to the
date
that the Severance Payment is due to be made to the Employee. If the Employee
does not elect the installment method at least one (1) year prior to the date
that the Severance Payment is due to be made to the Employee, he shall be deemed
to have elected to receive the Severance Payment in one lump sum on the Lump
Sum
Payment Date.
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(b) Non-Grandfathered
Amount. If
and to
the extent necessary to avoid the imposition of additional tax under Section
409A of the Code, in
the
event of a termination of the Employee pursuant to clause (vi) of Section 6(a),
the Non-Grandfathered Amount of any Severance Payment shall be paid in a lump
sum on the date that is six (6) months following the date of termination or,
as
described below, at the Employee’s election in installments commencing on the
date that is six (6) months following the date of termination; provided,
however, that
if
the Employee terminates his employment pursuant to clause (vi) of Section 6(a)
within two and one-half (2½) months following the taxable year in which the
Change in Control occurs, the Non-Grandfathered Amount of any Severance Payment
shall be paid in a lump sum upon termination.
The
Employee may, upon executing this Agreement or thereafter, upon written notice
to the Company, elect to receive the Non-Grandfathered Amount of any Severance
Payment in installments, provided that the first installment payment date
elected must be at least five (5) years following the date such payment
otherwise would have been paid. Such election shall be irrevocable; provided,
however,
that
the Employee may change his election of the installment method, provided that
(i) such election is made by written notice to the Company at least one (1)
year
prior to the date that the Severance Payment is due to be made to the Employee,
(ii) the first installment payment date elected under such change is at least
five (5) years following the date such payment otherwise would have been paid,
and (iii) the Employee may not change his election from installments to a lump
sum form of payment. If the Employee does not elect the installment method
at
least one (1) year prior to the date that the Severance Payment is due to be
made to the Employee, he shall be deemed to have elected to receive such
Severance Payment in one lump sum in accordance with the foregoing
paragraph.
8. Section
8
of the Employment Agreement hereby is amended to add the following two sentences
at the end thereof:
Any
Gross-Up Payment shall be made at such time as the payment of the
Non-Grandfathered Amount of any Severance Payment in accordance with
Section 7(b). The parties acknowledge and agree that this Section
8
supersedes Section 14 of the 1999 Plan (or any similar provisions
of any
other plan adopted by the Company), with the intended effect that
the
limitations on payments specified in such Section 14 (or similar
provision) shall not apply to any payments or transfers by the Company
to
or for the benefit of the Employee under this Agreement, the 1999
Plan or
otherwise.
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Except
as
amended as provided above, the Employment Agreement shall remain in full force
and effect.
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In
Witness Whereof,
each of
the parties has executed this First Amendment to the Employment Agreement,
as of
the day and year first above written.
/s/ Xxxxxx X. Xxxxxx | |||
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Xxxxxx X. Xxxxxx |
URS
Corporation,
a
Delaware corporation
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Date: December 7, 2006 | By: | /s/ Xxxxxx Xxxxxxx |
Xxxxxx Xxxxxxx |
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Vice President and General Counsel |
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