First Amendment to the Restricted Stock Unit Award Agreement Between Martin M. Koffel and URS Corporation
First
Amendment to the
Between
Xxxxxx X. Xxxxxx and URS Corporation
Whereas, Xxxxxx X. Xxxxxx (the “Employee”)
and URS Corporation (the “Company”)
entered into a Restricted Stock Unit Award Agreement effective as of July 12,
2004 (the “Agreement”);
and
Whereas, the Employee and the Company
wish to amend the 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 Agreement is amended effective as of December 10, 2008, as
follows:
A. Section
5 of the Agreement hereby is amended in its entirety to read as
follows.
5. Delivery of
Shares; Stock Certificates. Subject to Section 10 below, your
vested Units shall be converted into shares of Common Stock, and a stock
certificate or electronic entry evidencing such shares shall be delivered to you
no later than the fifth (5th)
business day following your “separation from service” (as such term is defined
in Treasury Regulation Section 1.409A-1(h)) with the Company or, in the event
such separation is pursuant to Section 6(a)(vi) of the Employment Agreement,
concurrently with such separation; provided, however, that if
you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of
the Code at the time of such separation, then such conversion and delivery shall
be made on the date that is the earlier of (i) six (6) months and one (1) day
following such separation or (ii) your death.
Except as
amended as provided above, the Agreement shall remain in full force and
effect.
In Witness
Whereof, each of the parties has executed this First Amendment to the
Agreement, as of the day and year first above written.
| Xxxxxx X. Xxxxxx | |||
|
|
By:
|
/s/ Xxxxxx X. Xxxxxx | |
| URS Corporation, | |||
| a Delaware corporation | |||
|
|
By:
|
/s/ H. Xxxxxx Xxxxx | |
| H. Xxxxxx Xxxxx | |||
| Vice President and Chief Financial Officer | |||
i
