FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended October 31, 1996 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period from ___ to ___
Commission file number 1-7567
URS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-1381538
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
100 California Street, Suite 500,
San Francisco, California 94111-4529
(Address of principal executive offices) (Zip Code)
(415) 774-2700
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class: Name of each exchange on which registered:
<S> <C>
Common Shares, par value $.01 per share New York Stock Exchange
Pacific Stock Exchange
8 5/8% Senior Subordinated Debentures New York Stock Exchange
due 2004 Pacific Stock Exchange
6 1/2% Convertible Subordinated Debentures New York Stock Exchange
due 2012 Pacific Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K, or any
amendment to this Form 10-K. [X]
On December 19, 1996, there were 8,640,266 Common Shares outstanding,
and the aggregate market value of the shares of Common Stock of URS Corporation
held by nonaffiliates was approximately $41.6 million based on the closing sales
price as reported in the consolidated transaction reporting system.
Documents Incorporated by Reference
Items 10, 11, and 12 of Part III incorporate information by reference
from the Registrant's definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on March 25, 1997.
<PAGE>
This Annual Report on Form 10-K contains forward-looking statements that involve
risks and uncertainties. The Company's actual results could differ materially
from those discussed here. Factors that might cause such a difference include,
but are not limited to, those discussed elsewhere in this Annual Report on Form
10-K and those incorporated by reference from the Company's Form S-8
Registration Statement filed with the Securities and Exchange Commission on May
7, 1993, as amended by that Post-Effective Amendment No. 1 to Form S-8
Registration Statement filed on March 31, 1995 (File No. 33-61230).
PART I
ITEM 1. BUSINESS
URS Corporation (the "Company") offers a broad range of planning, design
and program and construction management services. The Company serves public and
private sector clients on infrastructure projects involving transportation
systems, facilities and environmental programs.
The Company conducts its business through offices located throughout the
United States. The Company has approximately 3,000 employees, many of whom hold
advanced or technical degrees and have extensive experience in sophisticated
disciplines applicable to the Company's business. The Company believes that its
geographic and technical diversity allow it to compete for local, regional and
national projects, and enable it to apply to each project a variety of resources
from its national network.
Acquisitions
In January 1995, the Company acquired privately-held E.C. Driver &
Associates, Inc. ("ECD") of Tallahassee, Florida, an engineering firm
specializing in bridge and highway design.
In March, 1996 the Company acquired publicly-held Greiner Engineering,
Inc., an Irving, Texas engineering and architectural design services firm
("Greiner").
Services
The Company provides professional services in three major areas: planning,
design and program and construction management through the Company's 35
principal offices. Each of these offices is responsible for obtaining local or
regional contracts. This approach allows regional government agencies and
private clients to view the Company's offices as local businesses with superior
service delivery capabilities. Because the Company can draw from its large and
diverse network of professional and technical resources, the Company has the
capability to market and perform large multi-state projects.
Planning
Planning covers a broad range of assignments ranging from conceptual design
and technical and economic feasibility studies to community involvement
programs. Planning services also
1
<PAGE>
involve developing alternative concepts for project implementation and analyzing
the impacts of each alternative.
In addition to traditional engineering and architectural planning services,
the Company has extensive expertise in a number of highly specialized areas,
including toll facilities, health care facility renovation, environmental site
analysis, water quality planning for urban storm water management and site
remediation assignments.
Design
The Company's professionals provide a broad range of design and
design-related services, including computerized mapping, architectural and
interior design, civil, sanitary and geotechnical engineering, process design
and seismic (earthquake) analysis and design. For each project, the Company
identifies the project requirements and then integrates and coordinates the
various design elements. The result is a set of contract documents that may
include plans, specifications and cost estimates that are used to build a
project. These documents detail design characteristics and set forth for the
contractor the materials which should be used and the schedule for construction.
Other critical tasks in the design process may include value analysis and the
assessment of construction and maintenance requirements.
Program and Construction Management
The Company's program and construction management services include master
scheduling of both the design and construction phases, construction and
life-cycle cost estimating, cash flow analysis, value engineering,
constructability reviews and bid management. Once construction has begun, the
Company supervises and coordinates the activities of the construction
contractor. This frequently involves acting as the owner's representative for
on-site supervision and inspection of the contractor's work. In this role, the
Company's objective is to monitor a project's schedule, cost and quality. The
Company generally does not take contractual responsibility for the contractor's
risks and methods, nor for site safety conditions.
Markets
The Company's strategy is to focus on the infrastructure market which
includes surface and air transportation systems, institutional and commercial
facilities, and environmental programs involving pollution control, water
resources and hazardous waste management.
Surface and Air Transportation Systems. The Company's engineers, designers,
planners and managers provide services for projects involving all types of
transportation systems and networks, such as highways, roadways, streets,
bridges, rapid and mass transit, airports and marine facilities. These services
range from the design of interstate highways to harbor traffic simulation
studies and may extend from conceptual planning through the preliminary and
final design to construction management. Historically, the Company's emphasis in
this market area has been on the design of new transportation systems, but in
recent years the rehabilitation of existing systems has become a major focus.
2
<PAGE>
Institutional and Commercial Facilities. The Company provides
architectural, engineering design, space planning and construction supervision
services to this market area. Demand for low-maintenance, energy efficient
facilities drives today's market for commercial and industrial buildings. In
addition, there is increased pressure to renovate facilities to meet changing
needs and current building standards.
Pollution Control. The Company's principal services in this market include
the planning and design of new wastewater facilities, such as sewer systems and
wastewater treatment plants, and the analysis and expansion of existing systems.
The types of work performed by the Company include infiltration/inflow studies,
combined sewer overflow studies, water quality facilities planning projects and
design and construction management services for wastewater treatment plants.
Water Resources. The Company's capabilities in this market area include the
planning, design and program and construction management of water supply,
storage, distribution and treatment systems, as well as work in basin plans,
groundwater supply, customer rate studies, urban run-off, bond issues, flood
control, water quality analysis and beach erosion control.
Hazardous Waste Management. In this market segment, the Company conducts
initial site investigations, designs remedial actions for site clean-up and
provides construction management services during site clean-up. This market
involves identifying and developing measures to effectively dispose of hazardous
and toxic waste at contaminated sites. The Company also provides air quality
monitoring and designs individual facility modifications required to meet local,
state and Federal air quality standards. This work requires specialized
knowledge of and compliance with complex Federal and state regulations, as well
as the permitting and approval processes. Solid waste management services
provided by the Company include facility siting, transfer station design and
community-wide master planning.
3
<PAGE>
Clients
<TABLE>
General
The Company's clients include local, state and Federal government agencies
and private sector businesses. The Company's revenues from local, state and
Federal government agencies and private businesses for the last five fiscal
years are as follows:
<CAPTION>
1996 1995 1994 1993 1992
------ ------ ------ ------ -----
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Local and
state
agencies $198,472 65% $ 99,871 56% $ 88,207 54% $ 80,350 55% $ 65,315 48%
Federal
agencies 64,226 21 58,751 33 59,611 36 48,713 33 52,530 38
Private
businesses 42,772 14 21,147 11 16,270 10 16,698 12 18,948 14
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total $305,470 100% $179,769 100% $164,088 100% $145,761 100% $136,793 100%
======== ======== ======== ======== ======== ======== ======== ======== ======== ========
</TABLE>
Contract Pricing and Terms of Engagement
Under its cost-plus contracts, the Company charges clients negotiated rates
based on the Company's direct and indirect costs. Labor costs and subcontractor
services are the principal components of the Company's direct costs. Federal
Acquisition Regulations limit the recovery of certain specified indirect costs
on contracts subject to such regulations. In negotiating a cost-plus contract,
the Company estimates all recoverable direct and indirect costs and then adds a
profit component, which is either a percentage of total recoverable costs or a
fixed negotiated fee, to arrive at a total dollar estimate for the project. The
Company receives payment based on the total actual number of labor hours
expended. If the actual total number of labor hours is lower than estimated, the
revenues from that project will be lower than estimated. If the actual labor
hours expended exceed the initial negotiated amount, the Company must obtain a
contract modification in order to receive payment for such overage. The
Company's profit margin will increase to the extent the Company is able to
reduce actual costs below the estimates used to produce the negotiated fixed
prices on contracts not covered by Federal Acquisition Regulations; conversely,
the Company's profit margin will decrease and the Company may realize a loss on
the project if the Company does not control costs and exceeds the overall
estimates used to produce the negotiated price. Cost-plus contracts covered by
Federal Acquisition Regulations require an audit of actual costs and provide for
upward or downward adjustments if actual recoverable costs differ from billed
recoverable costs. The Defense Contract Audit Agency, auditors for the
Department of Defense and other Federal agencies, has completed incurred cost
audits of the Company's Federal contracts for fiscal years ended through October
31, 1988, resulting in immaterial adjustments.
4
<PAGE>
Under its fixed-price contracts, the Company receives an agreed sum
negotiated in advance for the specified scope of work. Under fixed-price
contracts, no payment adjustments are made if the Company over-estimates or
under-estimates the number of labor hours required to complete the project,
unless there is a change of scope in the work to be performed. Accordingly, the
Company's profit margin will increase to the extent the number of labor hours
and other costs are below the contracted amounts. The profit margin will
decrease and the Company may realize a loss on the project if the number of
labor hours required and other costs exceed the estimates.
Backlog, Project Designations and Indefinite Delivery Contracts
The Company's contract backlog was $399.2 million at October 31, 1996,
compared to $196.4 million at October 31, 1995. The Company's contract backlog
consists of the amount billable at a particular point in time for future
services under executed funded contracts. Indefinite delivery contracts, which
are executed contracts requiring the issuance of task orders, are included in
contract backlog only to the extent the task orders are actually issued and
funded. Of the contract backlog of $399.2 million at October 31, 1996,
approximately 30%, or $119.8 million, is not reasonably expected to be filled
within the next fiscal year ending October 31, 1997.
The Company has also been designated by customers as the recipient of
certain future contracts. These "designations" are projects that have been
awarded to the Company but for which contracts have not yet been executed. Task
orders under executed indefinite delivery contracts which are expected to be
issued in the immediate future are included in designations. Total contract
designations were estimated to be $295.9 million at October 31, 1996, as
compared to $194.1 million at October 31, 1995. Typically, a significant portion
of designations are converted into signed contracts. However, there is no
assurance this will continue to occur in the future.
Indefinite delivery contracts are signed contracts pursuant to which work
is performed only when specific task orders are issued by the client. Generally
these contracts exceed one year and often indicate a maximum term and potential
value. Certain indefinite delivery contracts are for a definite time period with
renewal option periods at the client's discretion. While the Company believes
that it will continue to get work under these contracts over their entire term,
because of renewals and the necessity for issuance of individual task orders,
continued work by the Company and the realization of their potential maximum
values under these contracts are not assured. However, because of the increasing
frequency with which the Company's government and private sector clients use
this contracting method, the Company believes their potential value should be
disclosed along with backlog and designations as an indicator of the Company's
future business. When the client notifies the Company of the scope and pricing
of task orders, the estimated value of such task orders is added to
designations. When such task orders are signed and funded, their value goes into
backlog. At October 31, 1996, the potential value of the Company's five largest
indefinite delivery contracts was as follows:
5
<PAGE>
<TABLE>
At October 31, 1996
-----------------------------------
Total Revenues Estimated
Potential Recognized thru Funded Estimated Remaining
Contract Term Values October 31, 1996 Backlog Designations Values
- -------- ---- ------------ ---------------- ------- ------------ ---------
(In millions)
<S> <C> <C> <C> <C> <C> <C>
EPA ARCS (9&10) 1989-1999 $182.5 $37.3 $13.4 $11.5 $120.3
Navy CLEAN 1989-1999 166.0 123.5 8.6 3.8 30.1
EPA ARCS (6,7&8) 1989-1999 119.7 69.4 2.2 3.5 44.6
Brooks AFB System 1994-1999 50.0 6.0 7.4 - 36.6
NY State Environmental
Remediation 1990-1996 20.0 7.9 .2 - 11.9
------ ----- ----- ------ -----
Total $538.2 $244.1 $31.8 $18.8 $243.5
===== ===== ==== ==== =====
</TABLE>
Competition
The engineering and architectural services industry is highly fragmented
and very competitive. As a result, in each specific market area the Company
competes with many engineering and consulting firms, several of which are
substantially larger than the Company and which possess greater financial
resources. No firm currently dominates any significant portion of the Company's
market areas. Competition is based on quality of service, expertise, price,
reputation and local presence. The Company believes that it competes favorably
with respect to each of these factors in the market areas it serves.
Employees
The Company has approximately 3,000 employees, many of whom hold
advanced or technical degrees and have extensive experience in a variety of
disciplines applicable to the Company's business. The Company also employs, at
various times on a temporary basis, up to several hundred additional persons to
meet contractual requirements. Thirteen of the Company's employees are covered
by a collective bargaining agreement. The Company has never experienced a strike
or work stoppage. The Company believes that employee relations are good.
ITEM 2. PROPERTIES
The Company leases office space in 35 principal locations throughout the
United States. Most of the leases are written for a minimum term of three years
with options for renewal, sublease rights and allowances for improvements.
Significant lease agreements expire at various dates through the year 2005. The
Company believes that its current facilities are sufficient for the operation of
its business and that suitable additional space in various local markets is
available to accommodate any needs that may arise.
6
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
Item 8, Financial Statements and Supplementary Data, Note 8 --
Commitments and Contingencies -- is hereby incorporated by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the Company's security
holders during the fourth quarter of the fiscal year ended October 31, 1996.
7
<PAGE>
<TABLE>
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
<CAPTION>
Name Position Held Age
- ---- ------------- ---
<S> <C> <C>
Martin M. Koffel.............Chief Executive Officer, President 57
and Director of the Company
from May 1989; Chairman of the
Board from June 1989; Director,
Regent Pacific Management Corporation
since 1993.
Kent P. Ainsworth............Executive Vice President and Chief 50
Financial Officer of the
Company from January 1991;
Secretary of the
Company from May, 1994.
Robert L. Costello ..........Executive Vice President, URS Greiner, 45
a wholly-owned subsidiary of the Company,
since November 1996; Vice President
and Director of the Company since
April 1996; President of Greiner
Engineering, Inc., a wholly-owned
subsidiary of the Company, and Director
of same since April 1995; President and
Chief Operating Officer of same from
August 1994 to August 1995; Executive
Vice President and Chief Financial Officer
of same from August 1988 to August 1994.
8
<PAGE>
Name Position Held Age
- ---- ------------- ---
Joseph Masters...............Vice President, Legal 40
of the Company since July 1994;
Vice President, Director of
Legal Affairs of URS Consultants, Inc.,
a wholly-owned subsidiary
of the Company, from
April 1994 to July 1994;
Vice President, Associate General
Counsel of same from
May 1992 to April 1994;
outside counsel to the Company
from January 1990 to May 1992.
Irwin L. Rosenstein . . . President, URS Greiner, a wholly-owned 60
subsidiary of the Company, since November
1996; President of URS Consultants, Inc.,
a wholly-owned subsidiary of the
Company and Director of the Company
since February 1989; Vice President of
the Company since 1987.
9
</TABLE>
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The shares of the Company's Common Stock are listed on the New York and
Pacific Stock Exchanges (under the symbol "URS"). At December 19, 1996, the
Company had approximately 2,593 stockholders of record. The following table sets
forth the high and low closing sale prices of the URS Common Shares, as reported
by The Wall Street Journal for the periods indicated.
MARKET PRICE
------------
LOW HIGH
--- ----
Fiscal Period:
1995:
First Quarter $ 5.00 $ 6.00
Second Quarter $ 5.38 $ 6.00
Third Quarter $ 5.25 $ 5.88
Fourth Quarter $ 5.50 $ 6.63
1996:
First Quarter $ 6.38 $ 7.25
Second Quarter $ 6.25 $ 7.25
Third Quarter $ 6.88 $ 8.25
Fourth Quarter $ 7.00 $ 8.88
1997:
First Quarter $ 7.75 $ 9.88
(through December 19, 1996)
The Company has not paid cash dividends since 1986. (See Item 8, Financial
Statements and Supplementary Data, Note 7 -- Long-Term Debt). Further, the
declaration of dividends could be precluded by existing Delaware law.
ITEM 6. SUMMARY OF SELECTED FINANCIAL INFORMATION
The following table sets forth selected financial data of the Company for
the five years ended October 31, 1996. The data presented below should be read
in conjunction with the Consolidated Financial Statements of the Company
including the notes thereto.
10
<PAGE>
<TABLE>
SUMMARY OF SELECTED FINANCIAL INFORMATION
(In thousands, except per share data)
<CAPTION>
Years Ended October 31,
----------------------------------------------------------------------------
1996 1995 1994 1993 1992
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Revenues $305,470 $179,769 $164,088 $145,761 $136,793
-------- -------- -------- -------- --------
Operating expenses:
Direct operating 187,129 108,845 102,500 91,501 85,384
Indirect, general and
administrative 102,389 63,217 55,455 51,607 45,473
-------- -------- -------- -------- --------
Total operating expenses 289,518 172,062 157,955 143,108 130,857
-------- -------- -------- -------- --------
Operating income 15,952 7,707 6,133 2,653 5,936
Interest expense, net 3,897 1,351 1,244 1,220 1,208
-------- -------- -------- -------- --------
Income before income taxes 12,055 6,356 4,889 1,433 4,728
Income tax expense 4,700 1,300 450 140 460
-------- -------- -------- -------- --------
Net income $ 7,355 $ 5,056 $ 4,439 $ 1,293 $ 4,268
======== ======== ======== ======== ========
Net income per share:
Primary $ .82 $ .68 $ .60 $ .18 $ .55
======== ======== ======== ======== ========
Fully diluted $ .80 $ .67 $ .60 $ .18 $ .55
======== ======== ======== ======== ========
Weighted average shares:
Primary 9,498 8,632 8,556 6,971 8,221
Fully diluted 9,498 8,632 8,556 6,971 8,221
</TABLE>
<TABLE>
<CAPTION>
As of October 31,
--------------------------------------------------------------------------------
1996 1995 1994 1993 1992
--------------------------------------------------------------------------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Working capital $ 57,572 $ 36,307 $ 33,674 $ 27,684 $ 26,836
Total assets 185,607 75,935 65,214 58,074 54,892
Total debt 61,263 9,999 9,270 8,277 8,705
Stockholders' equity $ 56,696 $ 39,478 $ 33,973 $ 29,389 $ 27,878
</TABLE>
11
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Fiscal 1996 Compared with Fiscal 1995
Revenues in fiscal 1996 were $305.5 million, or 70% over the amount
reported in fiscal 1995. The growth in revenues is primarily attributable to the
acquisition of Greiner, the results of which are included commencing April 1,
1996, and to a lesser extent, an increase in revenues derived from existing
areas of the Company's business, particularly transportation and other
infrastructure projects in the Northeast. Revenues generated from the Company's
three largest contracts; Navy CLEAN, EPA ARCS 9&10 and EPA ARCS 6,7,&8,
decreased in fiscal 1996 to $30.2 million as compared to $37.1 million in fiscal
1995. The decrease in revenues from these contracts is primarily due to a
decrease in the number of task orders for hazardous waste services on all of the
above EPA ARCS contracts.
Direct operating expenses, which consist of direct labor and direct
expenses including subcontractor costs, increased $78.3 million, or 72%, over
the amount reported in fiscal 1995. The increase is due to the addition of the
direct operating expenses of Greiner and to increases in subcontractor costs and
direct labor costs as well. Indirect general and administrative expenses
("IG&A") increased to $102.4 million in fiscal 1996 from $63.2 million in fiscal
1995 which is the result of the addition of the Greiner overhead as well as an
increase in business activity. Expressed as a percentage of revenues, IG&A
expenses decreased from 35% in fiscal 1995 to 34% in fiscal 1996. The Company
attributes this decrease to the cost controls exercised by the Company. Net
interest expense increased to $3.9 million in fiscal 1996 from $1.4 million in
fiscal 1995 as a result of increased borrowings incurred in connection with the
acquisition of Greiner.
With an effective income tax rate of 39% in 1996, the Company earned net
income of $7.4 million while in 1995 net income was $5.1 million after an
effective income tax rate of 20% when the Company had available net operating
loss ("NOL") carryforwards which partially off-set otherwise taxable income for
Federal income tax purposes. The Company earned $.80 per share on a
fully-diluted basis in fiscal 1996 compared to $.67 per share in fiscal 1995.
The Company's backlog of signed and funded contracts at October 31, 1996
was $399.2 million as compared to $196.4 million at October 31, 1995. The value
of the Company's designations was $295.9 million at October 31, 1996, as
compared to $194.1 million at October 31, 1995.
12
<PAGE>
Fiscal 1995 Compared with Fiscal 1994
Revenues in fiscal 1995 grew to $179.8 million, or 10% over the amount
reported in fiscal 1994. The growth in revenues was primarily attributable to
increases in revenues generated from all areas of the Company's business,
particularly transportation and other infrastructure projects in the Northeast.
Revenues derived from the Company's three largest contracts: Navy CLEAN, EPA
ARCS 9&10 and EPA ARCS 6,7&8, were $37.1 million in fiscal 1995 compared to
$41.0 million in fiscal 1994. The decrease in revenues from these contracts was
primarily due to a decrease in the number of task orders for hazardous waste
clean-up services.
Direct operating expenses, which consist of direct labor and direct
expenses including subcontractor costs, increased $6.3 million, or 6%, over the
amount reported in fiscal 1994. The increase was due to an overall increase in
the Company's business in fiscal 1995 as compared to fiscal 1994. In fiscal
1995, IG&A expenses increased to $63.2 million from $55.5 million in fiscal
1994. However, expressed as a percentage of revenues, IG&A expenses increased
from 34% in fiscal 1994 to 35% in fiscal 1995. The Company attributes this
increase to the overall increase in the Company's business. Net interest expense
remained relatively constant at $1.4 million in fiscal 1995.
The Company earned $6.4 million before income taxes in fiscal 1995 compared
to $4.9 million in fiscal 1994. While the Company had available NOL
carryforwards which partially off-set otherwise taxable income for Federal
income tax purposes, for state income tax purposes such amounts were not
necessarily available to offset income subject to tax. Accordingly, the
Company's effective tax rate for fiscal 1995 was approximately 20% compared to
9% in 1994.
Net income increased 16% to $5.1 million compared to $4.4 million in fiscal
1994. The Company earned $.67 per share on a fully-diluted basis in fiscal 1995
compared to $.60 per share in fiscal 1994.
The Company's backlog of signed and funded contracts at October 31, 1995
was $196.4 million as compared to $159.1 million at October 31, 1994. The value
of the Company's designations, which are awarded projects for which contracts
have not been signed, was $194.1 million at October 31, 1995 as compared to
$172.0 million at October 31, 1994.
Income Taxes
The Company currently has a $6.0 million NOL carryforward which is limited
to $750,000 per year, pursuant to Section 382 of the Internal Revenue Code,
related to its October 1989 quasi-reorganization.
13
<PAGE>
<TABLE>
Liquidity and Capital Resources
The Company's liquidity and capital measurements are set forth below:
<CAPTION>
October 31,
---------------------------------------------
1996 1995 1994
---------------------------------------------
<S> <C> <C> <C>
Working capital $57,572,000 $36,307,000 $33,674,000
Working capital ratio 1.8 to 1 2.4 to 1 2.6 to 1
Average days to convert billed
accounts receivable to cash 58 62 66
Percentage of debt to equity 108.1% 25.0% 27.3%
</TABLE>
In March 1996, in connection with the acquisition of Greiner, the Company
entered into a new $70.0 million credit facility of which $20.0 million is a
revolving line of credit. At October 31, 1996, the Company had outstanding
letters of credit totaling $600,000, which reduced the amount available to the
Company under the line of credit to $19.4 million. See Note 7 - Long-Term Debt
to the Company's consolidated financial statements.
The Company is a professional services organization and, as such, is not
capital intensive. Capital expenditures during fiscal years 1996, 1995, and 1994
were $3.0 million, $1.6 million, and $2.1 million, respectively. The
expenditures were principally for computer-aided design and general purpose
computer equipment to accommodate the Company's growth. The Company expects
fiscal 1997 capital expenditures to be comparable to the expenditures in fiscal
1996.
The Company believes that its existing financial resources, together with
its planned cash flow from operations and its unused line of credit, will
provide sufficient capital to fund its operations and its capital expenditure
needs for the foreseeable future.
Cash paid during the period for:
Years Ended October 31,
--------------------------------
1996 1995 1994
---- ---- ----
(In thousands)
Interest $4,142 $ 891 $1,301
Income taxes $6,483 $ 1,358 $ 499
14
<PAGE>
Acquisitions
On January 4, 1995, the Company acquired ECD for an aggregate purchase
price of $3.6 million, which was paid in cash. In conjunction with the
acquisition, liabilities were assumed as follows:
(In thousands)
Fair value of assets acquired $4,952
Cash paid for the capital stock (3,596)
------
Liabilities assumed $1,356
======
On March 29, 1996, the Company acquired all of the capital stock of Greiner
for $78.8 million, comprised of cash of $69,361,000, and 1.4 million shares of
the Company's stock.
(In thousands)
Purchase price of Greiner $77,184
(net of prepaid loan fees of $1.6 million)
Fair value of assets acquired (42,510)
-------
Excess purchase price over net assets acquired $34,674
=======
15
<PAGE>
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Stockholders of URS Corporation:
We have audited the accompanying consolidated balance sheets of URS
Corporation and its subsidiaries as of October 31, 1996 and 1995, and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for each of the three years in the period ended October 31, 1996.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of URS Corporation
and its subsidiaries as of October 31, 1996 and 1995, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended October 31, 1996, in conformity with generally accepted
accounting principles.
/s/ Coopers & Lybrand L.L.P.
-----------------------------------
COOPERS & LYBRAND L.L.P.
San Francisco, California
December 17, 1996
16
<PAGE>
<TABLE>
URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
<CAPTION>
October 31,
------------------------
1996 1995
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $22,370 $ 8,836
Accounts receivable, including retainage amounts of $8,379 and $3,895, less
allowance for doubtful accounts of $5,189 and $664 72,417 35,822
Costs and accrued earnings in excess of billings on contracts in process, less
allowances for losses of $2,419 and $606 23,597 13,200
Deferred income taxes 7,077 1,860
Prepaid expenses and other assets 2,426 1,849
-------- -------
Total current assets 127,887 61,567
Property and equipment at cost, net 15,815 5,835
Goodwill, net 40,261 7,765
Other assets 1,644 768
-------- -------
$185,607 $75,935
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 21,684 $ 7,724
Accrued salaries and wages 12,131 6,588
Accrued expenses and other 20,063 9,088
Billings in excess of costs and accrued earnings 8,849 -
Deferred income taxes 2,913 1,860
Long-term debt, current portion 4,675 -
-------- -------
Total current liabilities 70,315 25,260
Long-term debt 52,390 7,204
Long-term debt to related parties 2,979 2,795
Deferred compensation and other 3,227 1,198
-------- -------
Total liabilities 128,911 36,457
-------- -------
Commitments and contingencies (Note 8)
Stockholders' equity:
Common shares, par value $.01; authorized 20,000 shares;
issued 8,640 and 7,167 shares, respectively 88 73
Treasury stock (287) (287)
Additional paid-in capital 41,894 31,791
Retained earnings since February 21, 1990, date of quasi-reorganization 15,001 7,901
-------- -------
Total stockholders' equity 56,696 39,478
-------- -------
$185,607 $75,935
======== =======
<FN>
See Notes to Consolidated Financial Statements
</FN>
</TABLE>
17
<PAGE>
URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Years Ended October 31,
--------------------------------
1996 1995 1994
---- ---- ----
Revenues $305,470 $179,769 $164,088
-------- -------- --------
Expenses:
Direct operating 187,129 108,845 102,500
Indirect, general and administrative 102,389 63,217 55,455
Interest expense, net 3,897 1,351 1,244
-------- -------- --------
293,415 173,413 159,199
-------- -------- --------
Income before taxes 12,055 6,356 4,889
Income tax expense 4,700 1,300 450
-------- -------- --------
Net income $ 7,355 $ 5,056 $ 4,439
======== ======== ========
Net income per share:
Primary $ .82 $ .68 $ .60
======== ======== ========
Fully diluted $ .80 $ .67 $ .60
======== ======== ========
See Notes to Consolidated Financial Statements
18
<PAGE>
<TABLE>
URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands)
<CAPTION>
Common Shares Additional Total
------------------------ Treasury Paid-in Retained Stockholders'
Number Amount Stock Capital Earnings Equity
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Balances, November 1, 1993 6,989 $ 70 $ 0 $ 28,365 $ 954 $ 29,389
Employee stock purchases 40 1 -- 203 -- 204
Purchase of treasury shares (10) -- (59) -- -- (59)
Quasi-reorganization
NOL carryforward -- -- -- 1,693 (1,693) --
Net income -- -- -- -- 4,439 4,439
-------- -------- -------- -------- -------- --------
Balances October 31, 1994 7,019 71 (59) 30,261 3,700 33,973
Employee stock purchases 190 2 -- 675 -- 677
Purchase of treasury shares (42) -- (228) -- -- (228)
Quasi-reorganization
NOL carryforward -- -- -- 855 (855) --
Net income -- -- -- -- 5,056 5,056
-------- -------- -------- -------- -------- --------
Balances, October 31, 1995 7,167 73 (287) 31,791 7,901 39,478
Employee stock purchases 72 1 -- 399 -- 400
Issuance of 1,401,983
shares in connection with
the Greiner acquisition 1,401 14 -- 9,449 -- 9,463
Quasi-reorganization
NOL carryforward -- -- -- 255 (255) --
Net income -- -- -- -- 7,355 7,355
-------- -------- -------- -------- -------- --------
Balances, October 31, 1996 8,640 $ 88 $ (287) $ 41,894 $ 15,001 $ 56,696
======== ======== ======== ======== ======== ========
<FN>
See Notes to Consolidated Financial Statements
</FN>
</TABLE>
19
<PAGE>
<TABLE>
URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(In thousands)
<CAPTION>
Years Ended October 31,
--------------------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 7,355 $ 5,056 $ 4,439
-------- -------- --------
Adjustments to reconcile net income to net cash provided (used) by
operating activities:
Deferred income taxes (1,880) (615) 70
Depreciation and amortization 5,295 3,124 2,596
Changes in current assets and liabilities:
Accounts receivable and costs and accrued earnings in excess
of billings on contracts in process (8,810) (4,067) (4,938)
Prepaid expenses and other assets 1,411 (881) 26
Accounts payable, accrued salaries and wages and accrued
expenses 6,777 1,252 1,682
Billings in excess of costs and accrued earnings 8,849 -- --
Other, net 5,517 224 (42)
-------- -------- --------
Total adjustments 17,159 (963) (606)
-------- -------- --------
Net cash provided by operating activities 24,514 4,093 3,833
-------- -------- --------
Cash flows from investing activities:
Payment for business acquisition, net of cash acquired (56,354) (3,596) --
Capital expenditures (2,962) (1,610) (2,149)
Other -- 43 --
-------- -------- --------
Net cash used by investing activities (59,316) (5,163) (2,149)
-------- -------- --------
Cash flows from financing activities:
Proceeds from issuance of debt 50,000
Repayment of debt (2,056) -- --
Repurchase of common shares -- (228) (59)
Proceeds from sale of common shares 389 247 204
Proceeds from exercise of stock options 11 430 --
Other (8) -- 1,000
-------- -------- --------
Net cash provided by financing activities 48,336 449 1,145
-------- -------- --------
Net increase (decrease) in cash 13,534 (621) 2,829
Cash at beginning of year 8,836 9,457 6,628
-------- -------- --------
Cash at end of year $ 22,370 $ 8,836 $ 9,457
======== ======== ========
<FN>
See Notes to Consolidated Financial Statements
</FN>
</TABLE>
20
<PAGE>
URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of URS
Corporation and its subsidiaries, all of which are wholly-owned. All significant
intercompany accounts and transactions have been eliminated in consolidation.
The consolidated financial statements account for the acquisition of Greiner
Engineering, Inc. ("Greiner") in March, 1996 as a purchase. (See Note 3 -
Acquisitions.)
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amount of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Revenue Recognition
Revenue from contract services is recognized by the
percentage-of-completion method and includes a proportion of the earnings
expected to be realized on a contract in the ratio that costs incurred bear to
estimated total costs. Revenue on cost reimbursable contracts is recorded as
related contract costs are incurred and includes estimated earned fees in the
proportion that costs incurred to date bear to total estimated costs. The fees
under certain government contracts may be increased or decreased in accordance
with cost or performance incentive provisions which measure actual performance
against established targets or other criteria. Such incentive fee awards or
penalties are included in revenue at the time the amounts can be reasonably
determined. Revenue for additional contract compensation related to unpriced
change orders is recorded when realization is probable. Revenue from claims by
the Company for additional contract compensation is recorded when agreed to by
the customer. If estimated total costs on any contract indicate a loss, the
Company provides currently for the total loss anticipated on the contract.
Costs under contracts with the U.S. Government are subject to
government audit upon contract completion. Therefore, all contract costs,
including direct and indirect, general and administrative expenses, are
potentially subject to adjustment prior to final reimbursement. Management
believes that adequate provision for such adjustments, if any, has been made in
the accompanying consolidated financial statements. All overhead and general and
administrative expense recovery rates for fiscal 1989 through fiscal 1996 are
subject to review by the U.S. Government.
21
<PAGE>
Cash and Cash Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.
Fair Value of Financial Instruments
Carrying amounts of certain of the Company's financial instruments
including cash, accounts receivable, accounts payable and other liabilities
approximate fair value due to their short maturities. Based on borrowing rates
currently available to the Company for loans with similar terms, the carrying
values of long term debt approximates fair value.
Income Taxes
The Company uses an asset and liability approach to financial
accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed annually for differences between the financial
statement and tax bases of assets and liabilities that will result in taxable or
deductible amounts in the future based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense is the tax
payable or refundable for the period plus or minus the change in deferred tax
assets and liabilities during the period.
Property and Equipment
Property and equipment are stated at cost. In the year assets are
retired or otherwise disposed of, the costs and related accumulated depreciation
are removed from the accounts and any gain or loss on disposal is included in
income. Depreciation is provided on the straight-line method over the useful
service lives of the assets. Leasehold improvements are amortized over the
length of the lease or estimated useful life, whichever is less.
Income Per Share
The computation of earnings per common and common equivalent shares is
based upon the weighted average number of common shares outstanding during the
period plus (in periods in which they have a dilutive effect) the effect of
common shares contingently issuable, primarily from stock options, exercise of
warrants and the potential conversion of convertible debentures, less the number
of shares assumed to be purchased from the proceeds using the average market
price of the Company's common stock.
The fully diluted per share computation reflects the effect of common
shares contingently issuable upon the exercise of warrants in periods in which
such exercise would cause dilution. Fully diluted earnings per share may also
reflect additional dilution related to stock options due to the use of the
market price at the end of the period when higher than the average price for the
period.
22
<PAGE>
<TABLE>
Computation of Net Income Per Share
<CAPTION>
Years Ended October 31,
------------------------------------
1996 1995 1994
------ ------ ------
(In thousands, except per share data)
<S> <C> <C> <C>
Net income $7,355 $5,056 $4,439
Add:
Interest on debentures and notes, net of
applicable income taxes 209 696 715
------- ------ ------
Net income for fully-diluted income per common share $7,564 $5,752 $5,154
====== ====== ======
Weighted average number of common shares
outstanding during the year 8,020 7,080 7,001
Add:
Common equivalent shares (determined using the
"treasury stock" method) representing shares issuable
upon exercise of employee stock options and warrants 3,206 2,985 2,959
Less:
Twenty percent limit on repurchase (1,728) (1,433) (1,404)
------ ------ ------
Weighted average number of shares used in
calculation of fully-diluted income per share 9,498 8,632 8,556
====== ====== ======
Fully-diluted income per common share $ .80 $ .67 $ .60
====== ====== ======
Industry Segment Information
The Company's single business segment, consulting, provides engineering and
architectural services to local and state governments, the Federal government
and the private sector. The Company's services are primarily utilized for
planning, design and program and construction management of infrastructure
projects.
The Company's revenues from local, state and Federal government agencies
and private businesses for the last three fiscal years are as follows:
Years Ended October 31,
---------------------------------------------------------------------------------
1996 1995 1994
---------------------- -------------------------- --------------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Local and state agencies $198,472 65% $ 99,871 56% $ 88,207 54%
Federal agencies 64,226 21 58,751 33 59,611 36
Private business 42,772 14 21,147 11 16,270 10
-------- --- ------- -- ------- ---
Total $305,470 100% $179,769 100% $164,088 100%
======= === ======= === ======= ===
</TABLE>
Adoption of Statements of Financial Accounting Standards
In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 121, "Accounting for Long-
23
<PAGE>
Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121"). SFAS 121
requires that long-lived assets, certain identifiable intangibles, and goodwill
be reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. Impairment would be recorded if
the expected future undiscounted cash flows were less than the carrying amount
of the asset. SFAS 121 is effective for fiscal years beginning after December
15, 1995, with earlier adoption permitted. The Company will adopt SFAS 121
effective for its fiscal year ending October 31, 1996. The Company does not
believe that adoption of SFAS 121 will have a material adverse effect on its
financial position or results of operations.
In October 1995, the FASB issued Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), which
is effective for fiscal years beginning after December 15, 1995. SFAS 123
encourages entities to adopt a fair value based method of accounting for
employee stock compensation plans; however, it also allows an entity to continue
to measure compensation cost for those plans using the intrinsic value based
method of accounting. Under the intrinsic value based method, companies do not
recognize compensation cost for many of their stock compensation plans. Under
the fair value based method, companies would recognize compensation costs for
those same plans. The Company elects to continue to use the intrinsic value
based method, and therefore does not expect the impact on its financial
statements, if any, to be material.
Reclassifications
Certain reclassifications have been made to the 1995 and 1994 financial
statements to conform to the 1996 presentation with no effect on net income as
previously reported.
NOTE 2. QUASI-REORGANIZATION
In conjunction with a restructuring completed in fiscal year 1990, the
Company, with the approval of its Board of Directors, implemented a
quasi-reorganization effective February 21, 1990 and revalued certain assets and
liabilities to fair value as of that date.
The fair values of the Company's assets and liabilities at the date of the
quasi-reorganization were determined by management to approximate their carrying
value and no further adjustment of historical bases was required. No assets were
written-up in conjunction with the revaluation. As part of the
quasi-reorganization, the deficit in retained earnings of $92,523,000 was
eliminated against additional paid-in capital. The balance in retained earnings
at October 31, 1995 represents the accumulated net earnings arising subsequent
to the date of the quasi-reorganization.
NOTE 3. ACQUISITIONS
During the year ended October 31, 1995, the Company acquired E.C. Driver &
Associates, Inc. ("ECD") for an aggregate purchase price of $3.6 million, and
the assumption of ECD's liabilities totaling $1.4 million. This acquisition was
accounted for by the purchase method of accounting and the net assets of ECD are
included in the Company's consolidated balance sheet as of October 31, 1995
based upon their estimated fair value at the transaction's effective date of
January 4, 1995. Pro forma operating results for the years ended October 31,
24
<PAGE>
1994 and 1995, as if the acquisition had been made on November 1, 1993, are not
presented as they would not be materially different from the Company's reported
results. The excess of the purchase price over the estimated fair value of the
assets acquired has been allocated to goodwill.
During the year ended October 31, 1996, the Company acquired Greiner
Engineering, Inc. ("Greiner") for an aggregate purchase price of $78.8 million,
comprised of cash of $69.3 million, and 1.4 million shares of the Company's
Common Stock. The acquisition has been accounted for by the purchase method of
accounting and the excess of the fair value of the net assets acquired over the
purchase price has been allocated to goodwill. The operating results of Greiner
are included in the Company's results of operations from the date of purchase.
The purchase price consisted of:
(In thousands)
Cash paid $19,321
Term debt-current portion 4,675
Term debt-long-term portion 45,325
Common Stock 9,463
-------
$78,784
=======
The purchase price of Greiner
(net of prepaid loan fees of $1.6 million) $77,184
Fair value of assets acquired 42,510
-------
Excess purchase price over net assets acquired (Goodwill) $34,674
=======
The following unaudited pro forma summary presents the consolidated results
of operations as if the Greiner acquisition had occurred at the beginning of the
periods presented and does not purport to indicate what would have occurred had
the acquisition been made as of those dates or of results which may occur in the
future.
Fiscal Year Ended October 31, 1996:
1996 1995
----- ----
(In thousands)
Revenues $ 368,572 $334,904
========== ========
Net income $ 4,691 $ 2,868
========== ========
Net income per share $ .49 $ .33
========== ========
25
<PAGE>
NOTE 4. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
October 31,
1996 1995
------- ------
(In thousands)
Equipment $17,789 $9,074
Furniture and fixtures 3,421 2,713
Leasehold improvements 2,213 887
------- ------
23,423 12,674
Less: accumulated depreciation
and amortization (7,608) (6,839)
------- ------
Net property and equipment $15,815 $5,835
======= ======
NOTE 5. GOODWILL
Goodwill represents the excess of the purchase price over the fair value of
the net tangible assets of various operations acquired by the Company.
Accumulated amortization at October 31, 1996 and 1995 was $3.8 million and $3.1
million, respectively. Goodwill is amortized on the straight-line method over 30
years.
26
<PAGE>
NOTE 6. INCOME TAXES
The components of income tax expense applicable to the operations each year
are as follows:
Years Ended October 31,
-----------------------------------------
1996 1995 1994
------ ------ ----
(In thousands)
Current:
Federal $5,020 $1,325 $150
State and local 1,560 590 230
------ ------ ----
Subtotal 6,580 1,915 380
------ ------ ----
Deferred:
Federal (1,320) (385) -
State and local (560) (230) 70
------ ------ ----
Subtotal (1,880) (615) 70
------ ------ ----
Total tax provision $4,700 $1,300 $450
====== ====== ====
As of October 31, 1996, the Company has available net operating loss
("NOL") carryforwards for Federal income tax purposes and financial statement
purposes of $6.0 million. The NOL utilization is limited to $750,000 per year.
While the Company has available NOL carryforwards which partially
off-set otherwise taxable income for Federal income tax purposes, for state tax
purposes such amounts are not necessarily available to offset income subject to
tax.
The significant components of the Company's deferred tax assets and
liabilities as of October 31, 1996 are as follows:
<TABLE>
Deferred tax assets/(liabilities) - due to:
<CAPTION>
1996 1995
---- ----
(In thousands)
<S> <C> <C>
Allowance for doubtful accounts $1,520 $ 200
Other accruals and reserves 6,630 3,270
Net operating loss 2,050 2,300
------ -------
Total 10,200 5,770
Valuation allowance (3,123) (3,910)
------ -------
Deferred tax asset 7,077 1,860
------ -------
Other deferred gain and unamortized bond premium (2,160) (1,820)
Depreciation and amortization (753) (40)
------ -------
Deferred tax liability (2,913) (1,860)
------ -------
Net deferred tax asset $4,164 $ -0-
====== =======
</TABLE>
27
<PAGE>
The net change in the total valuation allowance for the year ended October
31, 1996 was a decrease of $788,000 due to the utilization of net operating
losses, AMT credits and other changes in deferred tax assets.
<TABLE>
The difference between total tax expense and the amount computed by
applying the statutory Federal income tax rate to income before taxes is as
follows:
<CAPTION>
Years Ended October 31,
------------------------------------------
1996 1995 1994
------ ------ ------
(In thousands)
<S> <C> <C> <C>
Federal income tax expense based upon
federal statutory tax rate of 40% $4,100 $2,160 $1,660
Nondeductible goodwill amortization 400 160 160
Nondeductible expenses 240 210 120
NOL carryforwards utilized (250) (1,140) (1,690)
AMT credit utilized - (330) -
State taxes, net of Federal benefit 660 240 200
Adjustment to state tax rate 80 - -
Utilization of deferred tax benefits and other (530) - -
------ ------ ------
Total taxes provided $4,700 $1,300 $ 450
====== ====== ======
</TABLE>
<TABLE>
NOTE 7. LONG-TERM DEBT
Long-term debt consists of the following:
<CAPTION>
October 31,
--------------------------
1996 1995
------- ------
(In thousands)
<S> <C> <C>
Third party:
Bank term loan, payable in quarterly installments $49,207 $ -
6 1/2% Convertible Subordinated Debentures due 2012 (net
of bond issue costs of $39 and $41) 2,106 2,104
8 5/8% Senior Subordinated Debentures due 2004 (net of
discount and bond issue costs of $3,657 and $3,830)
(effective interest rate on date of restructuring was 25%) 2,798 2,625
Obligations under capital leases 4,173 3,406
------- ------
58,284 8,135
Less: Current maturities of long-term debt 4,675 -
Current maturities of capital leases 1,219 931
------- ------
$52,390 $7,204
======= ======
Related parties:
January Notes (net of discount of $1,021 and $1,205) $ 2,979 $2,795
======= ======
</TABLE>
28
<PAGE>
At October 31, 1996, the Company's senior secured revolving credit facility
with Wells Fargo Bank, N.A. (the "Bank") provides for advances up to $20.0
million and expires March 29, 1999. Borrowings on the revolving credit facility
bear interest at the option of the Company based on rate indexes selected by the
Company, with variable spreads over the selected index based on loan maturity
and the Company's financial performance. At October 31, 1996, the interest rate
was based on the London Interbank Offered Rate (LIBOR) of 5.53%, plus spreads of
2.625% to 3.00%. At October 31, 1996, the Company had outstanding letters of
credit totaling $600,000 which reduced the amount available to the Company under
its revolving credit facility to $19.4 million.
Also at October 31, 1996, the Company had outstanding with the Bank $49.2
million of senior secured term loans payable over seven years beginning October
1996. The loans bear interest based on rate indexes selected by the Company,
with variable spreads over the selected index based on loan maturity and the
Company's financial performance. At October 31, 1996, the interest rate was
based on the London Interbank Offered Rate (LIBOR) of 5.53%, plus spreads of
2.625% to 3.00%.
Related Parties
At October 31, 1996, the Company had fully-drawn $4.0 million under its
line of credit with Richard C. Blum & Associates, Inc. ("RCBA"). The
indebtedness is represented by the January Notes, which bear interest at 6 1/2%
per annum, are subordinate only to the Bank line of credit and are due November
1, 2000. RCBA, through various partnerships, beneficially owns approximately 18%
of the Company's common shares (approximately 33% assuming exercise of
additional warrants) outstanding at October 31, 1996. Richard C. Blum, a
director of the Company, is also Chairman of RCBA.
Debentures
The Company's 6 1/2% Convertible Subordinated Debentures due 2012 are
convertible into the Company's common shares at the rate of $206.30 per share.
Sinking fund payments are calculated to retire 70% of the debentures prior to
maturity beginning in February 1998. Interest is payable semi-annually in
February and August. Interest is payable semi-annually in January and July on
the Company's 85/8% Senior Subordinated Debentures due 2004. Both the 6 1/2%
Convertible Subordinated Debentures and the 85/8% Senior Subordinated Debentures
are subordinate to all debt to RCBA and the Bank.
Maturities
The amounts of long-term debt outstanding at October 31, 1996 maturing in
the next five years are as follows:
(In thousands)
1997 $ 4,675
1998 3,581
1999 5,075
2000 5,475
2001 6,025
Thereafter 36,975
Amounts payable under capitalized lease agreements are excluded from the above
table.
29
<PAGE>
Obligations under Leases
Total rental expense included in operations for operating leases for the
fiscal years ended October 31, 1996, 1995 and 1994 amounted to $10.9 million,
$5.7 million and $5.3 million, respectively. Certain of the lease rentals are
subject to renewal options and escalation based upon property taxes and
operating expenses. These operating lease agreements expire at varying dates
through 2005.
Obligations under non-cancelable lease agreements are as follows:
Capital Operating
Leases Leases
------ ------
(In thousands)
1997 $1,265 $12,593
1998 1,147 10,068
1999 1,069 7,803
2000 428 6,094
2001 241 5,195
Thereafter 23 13,512
------ ------
Total minimum lease payments $4,173 $55,265
=======
Less amounts representing
interest 963
------
Present value of net minimum
lease payments $3,210
======
NOTE 8. COMMITMENTS AND CONTINGENCIES
Currently, the Company has $51.0 million per occurrence and aggregate
commercial general liability insurance coverage. The Company is also insured for
professional errors and omissions ("E&O") and contractor pollution liability
("CPL") claims with an aggregate limit of $30.0 million after a self-insured
retention of $.5 million. The E&O and CPL coverages are on a "claims made"
basis, covering only claims actually made during the policy period currently in
effect. Thus, if the Company does not continue to maintain this policy, it will
have no coverage under the policy for claims made after its termination date
even if the occurrence was during the term of coverage. It is the Company's
intent to maintain this type of coverage, but there can be no assurance that the
Company can maintain its existing coverage, that claims will not exceed the
amount of insurance coverage or that there will not be claims relating to prior
periods that were subject only to "claims made" coverage.
Various legal proceedings are pending against the Company or its
subsidiaries alleging breaches of contract or negligence in connection with the
performance of professional services. In some actions punitive or treble damages
are sought which substantially exceed the Company's insurance coverage. The
Company's management does not believe that any of such proceedings will have a
material adverse effect on the consolidated financial position and operations of
the Company.
30
<PAGE>
NOTE 9. CAPITAL STOCK
Declaration of dividends, except Common Stock dividends, is restricted by
the Bank line of credit agreement and the 8 5/8 Indenture. Further, declaration
of dividends may be precluded by existing Delaware law.
During fiscal year 1995, the Company repurchased a total of 42,000 shares
of its Common Stock at an average repurchase price of $5.43, pursuant to a
systematic repurchase plan approved by the Company's Board of Directors on
September 13, 1994. The systematic repurchase plan expired on September 13,
1995. The Company, as of that date, had repurchased a total of 52,000 shares of
its Common Stock at an average repurchase price of $5.49.
The 1987 Restricted Stock Plan (the "Plan") provides for grants of up to
16,537 shares of Common Stock to key employees of the Company and its
subsidiaries. An employee selected to receive shares under the Plan will not be
required to pay any consideration for the shares. Shares issued to an employee
are subject to forfeiture in the event that the employment of the employee
terminates for any reason other than death. The forfeiture restrictions lapse
with respect to portions of the grant over a five-year period subsequent to the
grant date. As of October 31, 1996, 6,872 restricted shares have been granted.
The 1979 Stock Option Plan (the "1979 Plan") provided for grants of options
to purchase shares of Common Stock to directors, officers and key employees of
the Company and its subsidiaries at prices and for periods (not to exceed ten
years) as determined by the Board of Directors. The 1979 Plan also provided for
the granting of Stock Appreciation Rights and incentive stock options. The 1979
Plan expired in February 1989, and no further options or rights may be granted
under the 1979 Plan.
On October 20, 1988, the stockholders approved a replacement option program
pursuant to which non-management members of the Board of Directors granted
replacement stock options to selected employees, exercisable at then current
market prices. The selected employees then exchanged their outstanding options
for new options covering two shares for each three shares covered by the options
being replaced. Options to purchase 16,561 shares were exchanged for
pre-existing options.
On April 27, 1989, the stockholders approved the 1989 Stock Option and
Rights Plan (the "1989 Plan"). The 1989 Plan provides for the grant of options
to purchase 50,000 shares of Common Stock to directors, officers and key
employees of the Company and its subsidiaries at prices and for periods (not to
exceed ten years) as determined by the Board of Directors. The 1989 Plan also
provides for the granting of Stock Appreciation Rights. No options have been
granted under the 1989 Plan.
On March 26, 1991, the stockholders approved the 1991 Stock Incentive Plan
(the "1991 Plan"). The 1991 Plan provides for the grant not to exceed 1,500,000
Restricted Shares, Stock Units and Options, plus the number of shares of Common
Stock remaining available for awards under the 1987 Plan (9,665) and the 1989
Plan (50,000) to key employees of the Company and its subsidiaries at prices and
for periods as determined by the Board of Directors. The 1991 Plan prohibits
granting new options under the 1987 Plan and the 1989 Plan. As of October 1996,
the Company had issued 21,200 shares of Restricted Stock under
31
<PAGE>
the 1991 Plan.
Under the Employee Stock Purchase Plan (the "ESP Plan") implemented in
September 1985, employees may purchase shares of Common Stock through payroll
deductions of up to 10% of the employee's base pay. Contributions are credited
to each participant's account on the last day of each six-month participation
period of the ESP Plan (which commences on January 1 and July 1 of each year).
The purchase price for each share of Common Stock shall be the lower of 85% of
the fair market value of such share on the last trading day before the
participation period commences or 85% of the fair market value of such share on
the last trading day in the participation period. Employees purchased 69,692
shares under the ESP Plan in fiscal 1996 and 46,610 shares in fiscal 1995.
On February 21, 1990, the Company issued warrants to purchase 1,819,148
shares of Common Stock at a purchase price of $4.34 per share which expire on
February 14, 1997.
<TABLE>
A summary of the number of stock options granted under the 1979, 1989 and
1991 Plans is as follows:
<CAPTION>
October 31, 1996
-----------------------------
Shares Per Share (1)
------ -------------
<S> <C> <C>
Number of options:
Outstanding at year end 1,386,469 $3.12 - $31.25
Exercisable at year end 1,029,733 $3.12 - $31.25
Exercised during the year 2,000 $5.50 - $5.75
Available for grant at year end 19,231 -
October 31, 1995
-----------------------------
Shares Per Share (1)
------ -------------
Number of options:
Outstanding at year end 1,166,324 $3.12 - 31.25
Exercisable at year end 768,166 $3.12 - 31.25
Exercised during the year 137,600 $3.12 - $3.12
Available for grant at year end 239,665 -
October 31, 1994
-----------------------------
Shares Per Share (1)
------ -------------
Number of options:
Outstanding at year end 1,139,964 $3.12 - 31.25
Exercisable at year end 790,967 $3.12 - 31.25
Exercised during the year - -
Available for grant at year end 413,765 -
<FN>
(1) Reflects lowest and highest exercise price.
</FN>
</TABLE>
32
<PAGE>
NOTE 10. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Years Ended October 31,
-------------------------------
1996 1995 1994
---- ---- ----
(In thousands)
Interest $4,142 $ 891 $1,301
Income taxes $6,483 $ 1,358 $ 499
On January 4, 1995 the Company purchased all of the capital stock of ECD for
$3.6 million. In conjunction with the acquisition, liabilities were assumed as
follows:
Fair value of assets acquired $4,952
Cash paid for the capital stock (3,596)
------
Liabilities assumed $1,356
======
On March 29,1996 the Company acquired all of the capital stock of Greiner for
$78.8 million.
Purchase price of Greiner $77,184
(net of prepaid loan fees of $1.6 million)
Fair value of assets acquired (42,510)
-------
Excess purchase price over net assets acquired $34,674
=======
There were no significant non-cash investing or financing activities in
fiscal 1994.
NOTE 11. DEFINED CONTRIBUTION PLAN
The Company has a defined contribution retirement plan under Internal Revenue
Code Section 401(k). The plan covers all full-time employees who are at least 18
years of age. Contributions by the Company are made at the discretion of the
Board of Directors. Contributions in the amount of $1.6 million, $.8 million and
$.6 million were made to the plan in fiscal 1996, 1995 and 1994, respectively.
<TABLE>
NOTE 12. VALUATION AND ALLOWANCE ACCOUNTS
<CAPTION>
Additions
Charged to Deductions
Beginning Costs and from Ending
Balance Expenses Reserves Other Balance
--------- ---------- ---------- ----- -------
(In thousands)
<S> <C> <C> <C> <C> <C>
October 31, 1996
Allowances for losses and doubtful
collections $1,270 $2,600 ($1,083) $4,821 $7,608
October 31, 1995
Allowances for losses and doubtful
collections $1,141 $442 $313 $ - $1,270
October 31, 1994
Allowances for losses and doubtful
collections $1,081 $322 $262 $ - $1,141
</TABLE>
33
<PAGE>
NOTE 13. RELATED PARTY TRANSACTIONS
Interest paid to related parties in connection with the January Notes was
$260,712, $194,000 and $363,000 in fiscal 1996, 1995 and 1994, respectively.
(See Note 7 - Long-Term Debt).
The Company has agreements for business consulting services to be provided
by RCBA and Richard C. Blum, a Director of the Company. Under these agreements,
the Company paid $90,000 and $60,000 to RCBA and Richard C. Blum, respectively,
during each of fiscal 1996, 1995 and 1994. Richard C. Blum also received an
additional cash amount of $23,000, $25,000 and $24,000 for his services as a
Director of the Company in fiscal 1996, 1995 and 1994, respectively.
NOTE 14. CONCENTRATION OF CREDIT RISK
The Company provides services primarily to local, state and Federal
government agencies. The Company believes the credit risk associated with these
types of revenues is minimal. However, the Company does perform ongoing credit
evaluations of its customers and, generally, requires no collateral. The Company
maintains reserves for potential credit losses and such losses have been within
management's expectations. Substantially all cash balances are held in one
financial institution and at times exceed federally insured limits.
NOTE 15. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Selected quarterly financial data for fiscal 1996 and 1995 is summarized
as follows:
Fiscal 1996 Quarters Ended
-------------------------------------------------
Jan. 31 Apr. 30 July 31 Oct. 31
-------- -------- -------- --------
(In thousands, except per share data)
Revenues $ 48,503 $ 64,864 $ 89,734 $102,369
Gross profit 18,105 25,736 36,707 37,793
Operating income 1,637 3,270 4,863 6,182
Net income $ 812 $ 1,522 $ 2,072 $ 2,949
Income per share:
Primary $ .11 $ .18 $ .22 $ .29
======== ======== ======== ========
Fully diluted $ .11 $ .18 $ .22 $ .29
======== ======== ======== ========
Weighted average
number of shares 8,713 9,188 10,096 10,093
======== ======== ======== ========
Fiscal 1995 Quarters Ended
-------------------------------------------------
Jan. 31 Apr. 30 July 31 Oct. 31
------- ------- ------- -------
(In thousands, except per share data)
Revenues $ 40,307 $ 44,810 $ 44,456 $ 50,196
Gross profit 15,878 17,688 18,052 19,306
Operating income 1,356 1,625 2,060 2,666
Net income $ 800 $ 1,051 $ 1,336 $ 1,869
Income per share:
Primary $ .11 $ .15 $ .18 $ .24
======== ======== ======== ========
Fully diluted $ .11 $ .15 $ .18 $ .23
======== ======== ======== ========
Weighted average
number of shares 8,528 8,725 8,731 8,696
======== ======== ======== ========
Operating income represents continuing operations before interest income
and interest expense.
34
<PAGE>
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. EXECUTIVE OFFICERS AND DIRECTORS
Incorporated by reference from the information under the captions "Election
of Directors" and "Compliance with Section 16(a) of Securities Exchange Act" in
the Company's definitive proxy statement for the Annual Meeting of Stockholders
to be held on March 25, 1997 and from Item 4a -- "Executive Officers of the
Registrant" in Part I.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from the information under the caption "Executive
Compensation" in the Company's definitive proxy statement for the Annual Meeting
of Stockholders to be held on March 25, 1997.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Incorporated by reference from the information under the caption "Stock
Ownership" in the Company's definitive proxy statement for the Annual Meeting of
Stockholders to be held on March 25, 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from Item 8, Financial Statement and
Supplementary Data, Note 7 -- Long-Term Debt and Note 13 -- Related Party
Transactions.
PART IV
ITEM 14. EXHIBITS. FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a)(1)Item 8. Consolidated Financial Statements and
Supplementary Data
Report of Independent Accountants
Consolidated Balance Sheets
October 31, 1996 and October 31, 1995
Consolidated Statements of Operations
For the years ended October 31, 1996, 1995 and 1994
Consolidated Statements of Changes in Stockholders' Equity For the years
ended October 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows For the years ended October 31,
1996, 1995 and 1994
Notes to Consolidated Financial Statements
35
<PAGE>
(a)(2) Financial Statement Schedules
Schedules are omitted because they are not applicable, not required or
because the required information is included in the Consolidated Financial
Statements or Notes thereto.
(a)(3) Exhibits
3.1 Certificate of Incorporation of the Company, filed as Exhibit 3.1 to
the Annual Report on Form 10-K for the fiscal year ended October 31,
1991 ("1991 Form 10-K"), and incorporated herein by reference.
3.2 By-laws of the Company as amended. FILED HEREWITH.
4.1 Indenture, dated as of February 15, 1987, between the Company and
First Interstate Bank of California, Trustees, relating to $57.5
million of the Company's 6 1/2% Convertible Subordinated Debentures
Due 2012, filed as Exhibit 4.10 to the Company's Registration
Statement on Form S-2 (Commission File No. 33-11668) and incorporated
herein by reference.
4.2 Amendment Number 1 to Indenture governing 6 1/2% Convertible
Subordinated Debentures due 2012, dated February 21, 1990, between the
Company and First Interstate Bank of California, Trustee, filed as
Exhibit 4.9 to the Company's Registration Statement on Form S-1
(Commission File No. 33-56296) ("1990 Form S-1") and incorporated
herein by reference.
4.3 Indenture, dated as of March 16, 1989, between the Company and MTrust
Corp., National Association, Trustee relating to the Company's 85/8%
Senior Subordinated Debentures due 2004, filed as Exhibit 13C to the
Company's Form T-3 under the Trust Indenture Act of 1939 (Commission
File No. 22-19189) and incorporated herein by reference.
4.4 Amendment Number 1 to Indenture governing 85/8% Senior Subordinated
Debentures due 2004, dated as of April 7, 1989, filed as Exhibit 4.11
to the 1990 Form S-1 and incorporated herein by reference.
4.5 Amendment Number 2 to Indenture governing 85/8% Senior Subordinated
Debentures due 2004, dated February 21, 1990, between the Company and
MTrust Corp. National Association, Trustee, filed as Exhibit 4.12 to
the 1990 Form S-1 and incorporated herein by reference.
10.1 1979 Stock Option Plan of the Company, filed as Exhibit 10.01 to the
Company's Registration Statement on Form S-14 (Commission File No.
2-73909) and incorporated herein by reference.
10.2 1987 Restricted Stock Plan of the Company, filed as Appendix I to the
Company's definitive proxy statement filed with the Commission on
March 2, 1987 and incorporated herein by reference.
10.3 1985 Employee Stock Purchase Plan of the Company, adopted effective
July 1, 1997 (subject to stockholder approval). FILED HEREWITH.
10.4 1991 Stock Incentive Plan of the Company, amended and restated
effective December 17, 1996 (subject to stockholder approval). FILED
HEREWITH.
36
<PAGE>
10.5 Non-Executive Directors Stock Grant Plan of the Company, adopted
December 17, 1996 (subject to stockholder approval). FILED HEREWITH.
10.6 Selected Executive Deferred Compensation Plan of the Company, filed as
Exhibit 10.3 to the 1990 Form S-1 and incorporated herein by
reference.
10.7 1996 Incentive Compensation Plan of the Company. FILED HEREWITH.
10.8 1996 Incentive Compensation Plan of URS Consultants, Inc. FILED
HEREWITH.
10.9 1996 Incentive Compensation Plan of Greiner Engineering, Inc. FILED
HEREWITH.
10.10 Stock Appreciation Rights Agreement, dated July 18, 1989, between the
Company and Irwin L. Rosenstein, filed as Exhibit 10.13 to the 1990
Form S-1 and incorporated herein by reference.
10.11 Stock Appreciation Rights Agreement, dated October 9, 1989, between
the Company and Martin M. Koffel, filed as Exhibit 10.15 to the 1990
Form S-1 and incorporated herein by reference.
10.12 Employment Agreement, dated August 1, 1991, between URS Consultants,
Inc. and Irwin L. Rosenstein, filed as Exhibit 10.12 to the 1991 Form
10-K and incorporated herein by reference.
10.12a Amendment to Employment Agreement, dated October 11, 1994, between URS
Consultants, Inc., and Irwin L. Rosenstein.
10.13 Employment Agreement, dated December 16, 1991, between the Company and
Martin Koffel, filed as Exhibit 10.13 to the 1991 Form 10-K and
incorporated herein by reference.
10.14 Employment Agreement, dated May 7, 1991, between the Company and Kent
P. Ainsworth, filed as Exhibit 10.16 to the 1991 Form 10-K and
incorporated herein by reference.
10.15 Agreement and Plan of Merger, dated as of January 10, 1996, between
URS Corporation, URS Acquisition Corporation and Greiner Engineering,
Inc., filed as Exhibit 2(a) to the Form 8-K filed on January 12, 1996
(the "January 12, 1996 Form 8-K"), and incorporated herein by
reference.
10.16 Letter Agreement, dated May 31, 1990, among the Company and certain
subsidiaries and certain affiliates of Richard C. Blum & Associates,
Inc., amending the Thortec Entities Credit and Security Agreement,
filed as Exhibit 10.21 to the 1990 Form S-1 and incorporated herein by
reference.
10.17 Thortec Entities Credit and Security Agreement, dated January 30,
1989, between the Company and certain subsidiaries and certain
affiliates of Richard C. Blum & Associates, Inc., filed as Exhibit
10.54 to the 1988 Form 10-K, and incorporated herein by reference.
10.18 First, Second, Third and Fourth Amendments to the Thortec Entities
Credit and
37
<PAGE>
Security Agreement, dated January 30, 1989, between the Company and
certain entities managed or advised by Richard C. Blum & Associates,
Inc., filed as Exhibit 10.23 to the 1990 Form S-1 and incorporated
herein by reference.
10.19 Fifth, Sixth and Seventh Amendments to the Thortec Entities Credit and
Security Agreement, dated January 30, 1989, between the Company and
certain entities managed or advised by Richard C. Blum & Associates,
Inc., filed as Exhibit 10.21 to the Annual Report on Form 10-K for the
fiscal year ended October 31, 1992 ("1992 Form 10-K") and incorporated
herein by reference.
10.20 Letter Agreement, dated February 14, 1990, between the Company and
Richard C. Blum, filed as Exhibit 10.31 to the 1990 Form S-1 and
incorporated herein by reference.
10.21 Letter Agreement, dated February 14, 1990, between the Company and
Richard C. Blum & Associates, Inc., filed as Exhibit 10.32 to the 1990
Form S-1 and incorporated herein by reference.
10.22 Registration Rights Agreement, dated February 21, 1990, among the
Company, Wells Fargo Bank, N.A. and the Purchaser Holders named
therein, filed as Exhibit 10.33 to the 1990 Form S-1 and incorporated
herein by reference.
10.23 Warrant Agreement, dated February 21, 1990, between the Company, Wells
Fargo Bank, N.A. and the Purchasers named therein, filed as Exhibit
10.24 to the 1990 Form S-1 and incorporated herein by reference.
10.24 URS Corporation Warrant Agreement, dated February 21, 1990, issued to
BK Capital Partners I, filed as Exhibit 10.25 to the 1990 Form S-1 and
incorporated herein by reference.
10.25 URS Corporation Warrant Agreement, dated February 21, 1990, issued to
BK Capital Partners II, filed as Exhibit 10.26 to the 1990 Form S-1
and incorporated herein by reference.
10.26 URS Corporation Warrant Agreement, dated February 21, 1990, issued to
BK Capital Partners III, filed as Exhibit 10.27 to the 1990 Form S-1
and incorporated herein by reference.
10.27 URS Corporation Warrant Agreement, dated February 21, 1990, issued to
Executive Life Insurance Company, filed as Exhibit 10.28 to the 1990
Form S-1 and incorporated herein by reference.
10.28 URS Corporation Warrant Agreement, dated February 21, 1990, issued to
Wells Fargo Bank, N.A., filed as Exhibit 10.29 to the 1990 Form S-1
and incorporated herein by reference.
10.29 URS Corporation Warrant Agreement, dated February 21, 1990, issued to
Wells Fargo Bank, N.A., filed as Exhibit 10.30 to the 1990 Form S-1
and incorporated herein by reference.
10.30 Post-Affiliation Agreement, dated July 19, 1989, between the Company
and URS International, Inc., filed as Exhibit 10.42 to the 1989 Form
10-K and incorporated
38
<PAGE>
herein by reference.
10.31 Contract between URS Consultants, Inc. and the U.S. Department of the
Navy (No N62474-89-R-9295) dated June 6, 1989, filed as Exhibit 10.34
to the 1991 Form 10-K and incorporated herein by reference.*
10.32 Form of Indemnification Agreement dated as of May 1, 1992 between the
Company and each of Messrs. Ainsworth, Blum, Cashin, Koffel, Madden,
Praeger, Rosenstein, and Walsh, filed as Exhibit 10.34 to the 1992
Form 10-K and incorporated herein by reference.
10.33 Form of Indemnification Agreement dated as of March 22, 1994 between
the Company and Admiral Foley and Mr. Der Marderosian, filed as
Exhibits 10.35 and 10.36 to the 1994 Form 10-K and incorporated herein
by reference.
10.34 Form of Indemnification Agreement dated as of March 29, 1996 between
the Company and Mr. Robert L. Costello, filed as Exhibit 10.2 to the
1996 second quarter Form 10-Q and incorporated herein by reference.
10.35 Form of Indemnification Agreement dated as of November 6, 1996 between
the Company and Mr. Robert D. Glynn Jr. FILED HEREWITH.
10.36 Credit Agreement, dated as of January 10, 1996, between URS
Corporation, the Financial Institutions listed therein as Lenders and
Wells Fargo Bank, National Association, as Administrative Agent for
the Lenders, filed as Exhibit 99(a) to the January 12, 1996 Form 8-K,
and incorporated herein by reference.
10.37 Severance Agreement, dated as of November 22, 1993, between the
Company and Joseph Masters, filed as Exhibit 10.35 to the Annual
Report on Form 10-K for the fiscal year ended October 31, 1995 and
incorporated herein by reference.
10.38 Employment Agreement, dated March 29, 1996, between Greiner, Inc. and
Robert L. Costello, filed as Exhibit 10.1 to the 1996 second quarter
Form 10-Q and incorporated herein by reference.
21.1 Subsidiaries of the Company. FILED HEREWITH.
23.1 Consent of Coopers & Lybrand L.L.P. FILED HEREWITH.
24.1 Powers of Attorney of certain Directors and Officers. FILED HEREWITH.
(b)(1) Reports on Form 8-K
27 Financial Data Schedule. FILED HEREWITH.
No reports were filed on Form 8-K during the fourth quarter of the fiscal year
ended October 31, 1996.
* Note: Certain material contained in this exhibit and indicated by
an asterisk has been omitted and filed separately with the
Commission pursuant to an application for confidential treatment
under Rule 24b-2 promulgated under the Securities Exchange Act of
1934, as amended, which was granted by the Commission effective
April 30, 1992.
39
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, URS Corporation, the Registrant, has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
URS Corporation
(Registrant)
By /s/ Kent P. Ainsworth
----------------------------------
Kent P. Ainsworth
Executive Vice President and
Chief Financial Officer
Dated: January 14, 1997
<TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the date indicated.
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ MARTIN M. KOFFEL Chairman of the Board January 14, 1997
- ----------------------------------------------------- of Directors and Chief
(Martin M. Koffel) Executive Officer
/s/ KENT P. AINSWORTH
- ----------------------------------------------------- Executive Vice President, January 14, 1997
(Kent P. Ainsworth) Chief Financial Officer
Principal Accounting
Officer and Secretary
IRWIN L. ROSENSTEIN* Director January 14, 1997
- -----------------------------------------------------
(Irwin L. Rosenstein)
RICHARD C. BLUM* Director January 14, 1997
- -----------------------------------------------------
(Richard C. Blum)
EMMET J. CASHIN, JR.* Director January 14, 1997
- -----------------------------------------------------
(Emmet J. Cashin, Jr.)
40
<PAGE>
RICHARD Q. PRAEGER* Director January 14, 1997
- -----------------------------------------------------
(Richard Q. Praeger)
WILLIAM D. WALSH* Director January 14, 1997
- -----------------------------------------------------
(William D. Walsh)
RICHARD B. MADDEN* Director January 14, 1997
- -----------------------------------------------------
(Richard B. Madden)
ARMEN DER MARDEROSIAN* Director January 14, 1997
- -----------------------------------------------------
(Armen Der Marderosian)
ADM. S. ROBERT FOLEY, JR., USN (RET.)* Director January 14, 1997
- -----------------------------------------------------
(Adm. S. Robert Foley, Jr., USN (Ret.))
ROBERT D. GLYNN, JR.* Director January 14, 1997
- -----------------------------------------------------
(Robert D. Glynn, Jr.)
ROBERT L. COSTELLO* Director January 14, 1997
- -----------------------------------------------------
(Robert L. Costello)
*By
/s/ KENT AINSWORTH
- -----------------------------------------------------
(Kent P. Ainsworth, Attorney-in-fact)
</TABLE>
41
EXHIBIT 3.2
BY-LAWS
OF
URS CORPORATION
(as amended through October 15, 1996)
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other
places both within and without the State of Delaware as the board of directors
may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election
of directors shall be held in the City of San Mateo, State of California, at
such place as may be fixed from time to time by the board of directors, or at
such other place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders, commencing with
the year 1977, shall be held on the first of March if not a legal holiday, and
if a legal holiday, then on the next secular day following, at 11:00 am., or at
such other date and time as shall be designated from time to time by the board
of directors and stated in the notice of the meeting, at which they shall elect
by a plurality vote a board of directors, and transact such other business as
may properly be brought before the meeting.
1.
<PAGE>
URS Corporation
By-laws
Page 2
Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each stockholder entitled
to vote at such meeting not less than ten nor more than fifty days before the
date of the meeting.
Section 4. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the president and shall be called
by the president or secretary at the request in writing of a majority of the
board of directors, or at the request in writing of stockholders owning twenty
percent (20%) in amount of the entire capital stock of the corporation issued
and outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be given to less than ten nor more than fifty days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new
2.
<PAGE>
URS Corporation
By-laws
Page 3
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
Section 9. When a quorum is present at any meeting, the vote
of the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the
whole board shall be not less than five nor more than fifteen. The first board
shall consist of ten directors. Thereafter, within the limits above specified,
the number of directors shall be determined by resolution of the board of
directors or by the stockholders at the annual meeting. The directors shall be
elected at the annual meeting of the stockholders, except as provided in Section
2 of this Article, and each director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director, and the directors so chosen shall hold office until the
next annual election and until their successors are duly elected and shall
3.
<PAGE>
URS Corporation
By-laws
Page 4
qualify, unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by statute. If, at the
time of filling any vacancy or any newly created directorship, the directors
then in office shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
of the total number of the shares at the time outstanding having the right to
vote for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.
Section 3. The business of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the certificate
of incorporation or by these by-laws directed or required to be exercised or
done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. Regular meetings of the board of directors may be
held without notice at such time and at such place as shall from time to time be
determined by the board.
Section 6. Special meetings of the board may be called by the
president on five days' notice to each director, either personally or by mail or
by telegram. Special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two directors.
Section 7. At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 8. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.
4.
<PAGE>
URS Corporation
By-laws
Page 5
Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board, may participate in a meeting of the board, or
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting pursuant to this
subsection shall constitute presence in person at such meeting.
COMMITTEES OF DIRECTORS
Section 10. The board of directors may, by resolution passed
by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the board of directors, shall have and may
exercise all the powers and authority of the board of directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
certificate of incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution
or amending the by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provides, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.
Section 11. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 12. Unless otherwise restricted by the certificate of
incorporation, the board of directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation
5.
<PAGE>
URS Corporation
By-laws
Page 6
in any other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending committee
meetings.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or
of the certificate of incorporation or of these by-laws, notice is required to
be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under
the provisions of the statutes or of the certificate of incorporation or of
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by
the board of directors and shall be a president, a senior vice president, one or
more additional vice presidents, a secretary and a treasurer. The board of
directors may also choose one or more assistant secretaries and assistant
treasurers, and a chairman of the board. Any number of offices may be held by
the same person, unless the certificate of incorporation or these by-laws
otherwise provide.
Section 2. The board of directors may appoint such other
officers as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 3. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or appointed
by the board of directors may be removed at any time by the affirmative vote of
a majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
6.
<PAGE>
URS Corporation
By-laws
Page 7
THE CHAIRMAN OF THE BOARD
Section 4. The chairman of the board, if there shall be such
an officer, shall, if present, preside at all meetings of the board of
directors, and exercise and perform such other powers and duties as may from
time to time be assigned to him by the board of directors or prescribed by the
by-laws.
THE PRESIDENT
Section 5. The president shall be the chief executive officer
of the corporation, shall preside at all meetings of the stockholders and the
board of directors, if there is no Chairman; and shall have general and active
management of the business of the corporation and shall see that all orders and
resolutions of the board of the directors are carried into effect.
Section 6. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer of the corporation.
THE VICE-PRESIDENTS
Section 7. In the absence of the president or in the event of
his inability or refusal to act, the vice-president (or in the event there be
more than one vice-president, the vice-presidents in the order designated (e.g.,
anyone designated "senior vice president" would be the first to so act), or in
the absence of any designation, then in the order of their election) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president. The
vice-presidents shall perform such other duties and have such other powers as
the board of directors, the president, or the by-laws may from time to time
prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 8. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such assistant
7.
<PAGE>
URS Corporation
By-laws
Page 8
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the fixing by his
signature.
Section 9. The assistant secretary, or if there be more than
one, the assistant secretaries in the order determined by the board of directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the secretary or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURER
Section 10. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors.
Section 11. He shall disburse the funds of the corporation as
may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 12. The assistant treasurer, or if there shall be more
than one, the assistant treasurers in the order determined by the board of
directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
Section 1. The corporation shall indemnify any officer,
director or employee who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer or employee of the corporation, or is or was serving at the
request of the corporation as a director, officer or employee of another
corporation or partnership, joint venture, trust or other
8.
<PAGE>
URS Corporation
By-laws
Page 9
enterprise; such indemnification shall cover expenses (including attorney's
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he acted
in good faith and in a manner he reasonable believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. The corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer or employee of the corporation, or is or was serving at the request of
the corporation as a director, officer or employee of the corporation, or is or
was serving at the request of the corporation as a director, officer or employee
of another corporation, partnership, joint venture, trust or other enterprise;
such indemnification shall cover expenses (including attorney's fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit, if he acted in good faith in any manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
provided, however, that no indemnification shall be made in respect of any
claim, issue or manner as to which such person shall have been adjudged to have
been liable for negligence or misconduct in the performance of his duties to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
Section 3. To the extent that a director, officer or employee
of the corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (1) and (2) above, or
in defense of any claim, issue or manner therein, he shall be indemnified
against expenses, including attorney's fees, actually and reasonably incurred by
him in connection therewith.
Section 4. Any indemnification under subsections (1) and (2)
above (unless ordered by a court) shall be made by the corporation only as
authorized in a specific case by a determination that indemnification of the
director, officer or employee is proper in circumstances because he had met the
applicable standard of conduct set forth in subsections (1) and (2). Such
determination shall be made (i) by the board of directors by a majority vote of
a quorum consisting of directors who are not parties to such action, suit or
proceeding, (ii) if such a
9.
<PAGE>
URS Corporation
By-laws
Page 10
quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion or (iii)
by the stockholders.
Section 5. Expenses incurred in defending a civil or criminal
action, suit or proceeding shall be paid by the corporation in advance of the
final disposition of such action, suit or proceeding, unless the board of
directors, or the appropriate officer of the corporation acting pursuant to
delegated authority of the board of directors, determines in the specific case
that the applicable standard of conduct set forth in subsections (1) and (2) has
not been met, but only upon receipt of an undertaking by or on behalf of the
director, officer or employee to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this article.
Section 6. The indemnification provided in this section shall
not be deemed exclusive of any rights to which those seeking indemnification may
be entitled under any other by-law, agreement, vote of stockholders or
disinterested directors or otherwise both as to action in his official capacity
and to action in another capacity while holding such office, and the
indemnification shall continue as to a person who has ceased to be a director,
officer or employee, and it shall inure to the benefit of the heirs, executors
and administrators of such a person.
ARTICLE VII
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by,
the chairman of the board, or the president or a vice-president and the
treasurer or an assistant treasurer, or the secretary or an assistant secretary
of the corporation, certifying the number of shares owned by him in the
corporation. Certificates may be issued for partly paid shares, but the total
consideration to be paid and the amount already paid shall be specified in the
face on back of any such certificate. If the corporation shall be authorized to
issue more than one class of stock or more than one series of any class, the
powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided in Section 202 of the General Corporation Law
of Delaware, in lieu of the foregoing requirements, there may be set forth on
the face or back of the certificate which the corporation shall issue to
represent such class or series of stock, a statement that the corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional or other special
rights
10.
<PAGE>
URS Corporation
By-laws
Page 11
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.
Section 2. Where a certificate is countersigned (i) by a
transfer agent other than the corporation or its employee, or, (ii) by a
registrar other than the corporation or its employee, any other signature on the
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
TRANSFERS OF STOCK
Section 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than fifty days prior to
11.
<PAGE>
URS Corporation
By-laws
Page 12
any other action. A determination of stockholders shall apply to any adjournment
of the meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
shares or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
Section 7. The president or any vice-president and the
secretary or assistant secretary of this corporation are authorized to vote,
represent and exercise on behalf of this corporation all rights incident to any
and all shares of any other corporation or corporations standing in the name of
this corporation. The authority herein granted to said officers to vote or
represent on behalf of this corporation any and all shares held by this
corporation in any other corporation or corporations may be exercised either by
such officers in person or by any person authorized so to do by proxy or power
of attorney duly executed by said officers.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interests
of the corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.
12.
<PAGE>
URS Corporation
By-laws
Page 13
ANNUAL STATEMENT
Section 3. The board of directors shall present an annual
report of the affairs of the corporation to the stockholders of the corporation
prior to each annual meeting of stockholders.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed
by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed
or new by-laws may be adopted by stockholders holding more than 50% of the stock
of the corporation entitled to vote, or by the board of directors, when such
power is conferred upon the board of directors by the certificate of
incorporation, at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting.
13.
EXHIBIT 10.3
URS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
Adopted Effective July 1, 1997
Approved By Stockholders _____________, 1997
1. PURPOSE.
(a) The purpose of the Employee Stock Purchase Plan (the "Plan") is to
provide a means by which employees of URS Corporation, a Delaware corporation
(the "Company"), and its Affiliates, as defined in subparagraph 1(b), which are
designated as provided in subparagraph 2(b), may be given an opportunity to
purchase stock of the Company.
(b) The word "Affiliate" as used in the Plan means any parent
corporation or subsidiary corporation of the Company, as those terms are defined
in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended (the "Code").
(c) The Company, by means of the Plan, seeks to retain the services of
its employees, to secure and retain the services of new employees, and to
provide incentives for such persons to exert maximum efforts for the success of
the Company.
(d) The Company intends that the rights to purchase stock of the
Company granted under the Plan be considered options issued under an "employee
stock purchase plan" as that term is defined in Section 423(b) of the Code.
2. ADMINISTRATION.
(a) The Plan shall be administered by the Board of Directors (the
"Board") of the Company unless and until the Board delegates administration to a
Committee, as provided in subparagraph 2(c). Whether or not the Board has
delegated administration, the Board shall have the final power to determine all
questions of policy and expediency that may arise in the administration of the
Plan.
(b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:
(i) To determine when and how rights to purchase stock of the
Company shall be granted and the provisions of each offering of such rights
(which need not be identical).
1.
<PAGE>
(ii) To designate from time to time which Affiliates of the
Company shall be eligible to participate in the Plan.
(iii) To construe and interpret the Plan and rights granted
under it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan, in a manner and to the extent it
shall deem necessary or expedient to make the Plan fully effective.
(iv) To amend the Plan as provided in paragraph 13.
(v) Generally, to exercise such powers and to perform such
acts as the Board deems necessary or expedient to promote the best interests of
the Company and its Affiliates and to carry out the intent that the Plan be
treated as an "employee stock purchase plan" within the meaning of Section 423
of the Code.
(c) The Board may delegate administration of the Plan to a Committee of
one or more members of the Board. If administration is delegated to a Committee,
the Committee shall have, in connection with the administration of the Plan, the
powers theretofore possessed by the Board, subject, however, to such
resolutions, not inconsistent with the provisions of the Plan, as may be adopted
from time to time by the Board. The Board may abolish the Committee at any time
and revest in the Board the administration of the Plan.
3. SHARES SUBJECT TO THE PLAN.
(a) Subject to the provisions of paragraph 12 relating to adjustments
upon changes in stock, the stock that may be sold pursuant to rights granted
under the Plan shall not exceed in the aggregate five hundred fifty thousand
(550,000) shares (before giving effect to any stock split, stock dividend or the
like) of the Company's common stock (the "Common Stock"). If any right granted
under the Plan shall for any reason terminate without having been exercised, the
Common Stock not purchased under such right shall again become available for the
Plan.
(b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.
4. GRANT OF RIGHTS; OFFERING.
The Board or the Committee may from time to time grant or provide for
the grant of rights to purchase Common Stock of the Company under the Plan to
eligible employees (an "Offering") on a date or dates (the "Offering Date(s)")
selected by the Board or the Committee. Each Offering shall be in such form and
shall contain such terms and conditions as the Board or the Committee shall deem
appropriate, which shall comply with the requirements of Section 423(b)(5) of
the Code that all employees granted rights to purchase stock under the Plan
shall have the same rights and privileges. The terms and conditions of an
Offering shall be incorporated by reference into the Plan and treated as part of
the Plan. The provisions of
2.
<PAGE>
separate Offerings need not be identical, but each Offering shall include
(through incorporation of the provisions of this Plan by reference in the
document comprising the Offering or otherwise) the period during which the
Offering shall be effective, which period shall not exceed twenty-seven (27)
months beginning with the Offering Date, and the substance of the provisions
contained in paragraphs 5 through 8, inclusive.
5. ELIGIBILITY.
(a) Rights may be granted only to employees of the Company or, as the
Board or the Committee may designate as provided in subparagraph 2(b), to
employees of any Affiliate of the Company. Except as provided in subparagraph
5(b), an employee of the Company or any Affiliate shall not be eligible to be
granted rights under the Plan, unless, on the Offering Date, such employee has
been in the employ of the Company or any Affiliate for such continuous period
preceding such grant as the Board or the Committee may require, but in no event
shall the required period of continuous employment be equal to or greater than
two (2) years. In addition, unless otherwise determined by the Board or the
Committee and set forth in the terms of the applicable Offering, no employee of
the Company or any Affiliate shall be eligible to be granted rights under the
Plan, unless, on the Offering Date, such employee's customary employment with
the Company or such Affiliate is for at least twenty (20) hours per week and at
least five (5) months per calendar year.
(b) The Board or the Committee may provide that, each person who,
during the course of an Offering, first becomes an eligible employee of the
Company or designated Affiliate will, on a date or dates specified in the
Offering which coincides with the day on which such person becomes an eligible
employee or occurs thereafter, receive a right under that Offering, which right
shall thereafter be deemed to be a part of that Offering. Such right shall have
the same characteristics as any rights originally granted under that Offering,
as described herein, except that:
(i) the date on which such right is granted shall be the
"Offering Date" of such right for all purposes, including determination of the
exercise price of such right;
(ii) the period of the Offering with respect to such right
shall begin on its Offering Date and end coincident with the end of such
Offering; and
(iii) the Board or the Committee may provide that if such
person first becomes an eligible employee within a specified period of time
before the end of the Offering, he or she will not receive any right under that
Offering.
(c) No employee shall be eligible for the grant of any rights under the
Plan if, immediately after any such rights are granted, such employee owns stock
possessing five percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company or of any Affiliate. For purposes of this
subparagraph 5(c), the rules of Section 424(d) of the Code shall apply in
determining the stock ownership of any employee, and stock
3.
<PAGE>
which such employee may purchase under all outstanding rights and options shall
be treated as stock owned by such employee.
(d) An eligible employee may be granted rights under the Plan only if
such rights, together with any other rights granted under "employee stock
purchase plans" of the Company and any Affiliates, as specified by Section
423(b)(8) of the Code, do not permit such employee's rights to purchase stock of
the Company or any Affiliate to accrue at a rate which exceeds twenty-five
thousand ($25,000) of fair market value of such stock (determined at the time
such rights are granted) for each calendar year in which such rights are
outstanding at any time.
(e) Officers of the Company and any designated Affiliate shall be
eligible to participate in Offerings under the Plan, provided, however, that the
Board may provide in an Offering that certain employees who are highly
compensated employees within the meaning of Section 423(b)(4)(D) of the Code
shall not be eligible to participate.
6. RIGHTS; PURCHASE PRICE.
(a) On each Offering Date, each eligible employee, pursuant to an
Offering made under the Plan, shall be granted the right to purchase up to the
number of shares of Common Stock of the Company purchasable with a percentage
designated by the Board or the Committee not exceeding ten percent (10%) of such
employee's Earnings (as defined by the Board or the Committee in each Offering)
during the period which begins on the Offering Date (or such later date as the
Board or the Committee determines for a particular Offering) and ends on the
date stated in the Offering, which date shall be no later than the end of the
Offering. The Board or the Committee shall establish one or more dates during an
Offering (the "Purchase Date(s)") on which rights granted under the Plan shall
be exercised and purchases of Common Stock carried out in accordance with such
Offering.
(b) In connection with each Offering made under the Plan, the Board or
the Committee may specify a maximum number of shares that may be purchased by
any employee as well as a maximum aggregate number of shares that may be
purchased by all eligible employees pursuant to such Offering. In addition, in
connection with each Offering that contains more than one Purchase Date, the
Board or the Committee may specify a maximum aggregate number of shares which
may be purchased by all eligible employees on any given Purchase Date under the
Offering. If the aggregate purchase of shares upon exercise of rights granted
under the Offering would exceed any such maximum aggregate number, the Board or
the Committee shall make a pro rata allocation of the shares available in as
nearly a uniform manner as shall be practicable and as it shall deem to be
equitable.
(c) The purchase price of stock acquired pursuant to rights granted
under the Plan shall be not less than the lesser of:
4.
<PAGE>
(i) an amount equal to eighty-five percent (85%) of the fair
market value of the stock on the Offering Date; or
(ii) an amount equal to eighty-five percent (85%) of the fair
market value of the stock on the Purchase Date.
7. PARTICIPATION; WITHDRAWAL; TERMINATION.
(a) An eligible employee may become a participant in the Plan pursuant
to an Offering by delivering a participation agreement to the Company within the
time specified in the Offering, in such form as the Company provides. Each such
agreement shall authorize payroll deductions of up to the maximum percentage
specified by the Board or the Committee of such employee's Earnings during the
Offering (as defined by the Board or Committee in each Offering). The payroll
deductions made for each participant shall be credited to an account for such
participant under the Plan and shall be deposited with the general funds of the
Company. A participant may reduce (including to zero) or increase such payroll
deductions, and an eligible employee may begin such payroll deductions, after
the beginning of any Offering only as provided for in the Offering. A
participant may make additional payments into his or her account only if
specifically provided for in the Offering and only if the participant has not
had the maximum amount withheld during the Offering.
(b) At any time during an Offering, a participant may terminate his or
her payroll deductions under the Plan and withdraw from the Offering by
delivering to the Company a notice of withdrawal in such form as the Company
provides. Such withdrawal may be elected at any time prior to the end of the
Offering except as provided by the Board or the Committee in the Offering. Upon
such withdrawal from the Offering by a participant, the Company shall distribute
to such participant all of his or her accumulated payroll deductions (reduced to
the extent, if any, such deductions have been used to acquire stock for the
participant) under the Offering, without interest, and such participant's
interest in that Offering shall be automatically terminated. A participant's
withdrawal from an Offering will have no effect upon such participant's
eligibility to participate in any other Offerings under the Plan but such
participant will be required to deliver a new participation agreement in order
to participate in subsequent Offerings under the Plan.
(c) Rights granted pursuant to any Offering under the Plan shall
terminate immediately upon cessation of any participating employee's employment
with the Company and any designated Affiliate, for any reason, and the Company
shall distribute to such terminated employee all of his or her accumulated
payroll deductions (reduced to the extent, if any, such deductions have been
used to acquire stock for the terminated employee) under the Offering, without
interest.
5.
<PAGE>
(d) Rights granted under the Plan shall not be transferable by a
participant otherwise than by will or the laws of descent and distribution, or
by a beneficiary designation as provided in paragraph 14 and, otherwise during
his or her lifetime, shall be exercisable only by the person to whom such rights
are granted.
8. EXERCISE.
(a) On each Purchase Date specified therefor in the relevant Offering,
each participant's accumulated payroll deductions and other additional payments
specifically provided for in the Offering (without any increase for interest)
will be applied to the purchase of whole shares of stock of the Company, up to
the maximum number of shares permitted pursuant to the terms of the Plan and the
applicable Offering, at the purchase price specified in the Offering. No
fractional shares shall be issued upon the exercise of rights granted under the
Plan. The amount, if any, of accumulated payroll deductions remaining in each
participant's account after the purchase of shares which is less than the amount
required to purchase one share of stock on the final Purchase Date of an
Offering shall be held in each such participant's account for the purchase of
shares under the next Offering under the Plan, unless such participant withdraws
from such next Offering, as provided in subparagraph 7(b), or is no longer
eligible to be granted rights under the Plan, as provided in paragraph 5, in
which case such amount shall be distributed to the participant after such final
Purchase Date, without interest. The amount, if any, of accumulated payroll
deductions remaining in any participant's account after the purchase of shares
which is equal to the amount required to purchase whole shares of stock on the
final Purchase Date of an Offering shall be distributed in full to the
participant after such Purchase Date, without interest.
(b) No rights granted under the Plan may be exercised to any extent
unless the shares to be issued upon such exercise under the Plan (including
rights granted thereunder) are covered by an effective registration statement
pursuant to the Securities Act of 1933, as amended (the "Securities Act") and
the Plan is in material compliance with all applicable state, foreign and other
securities and other laws applicable to the Plan. If on a Purchase Date in any
Offering hereunder the Plan is not so registered or in such compliance, no
rights granted under the Plan or any Offering shall be exercised on such
Purchase Date, and the Purchase Date shall be delayed until the Plan is subject
to such an effective registration statement and such compliance, except that the
Purchase Date shall not be delayed more than twelve (12) months and the Purchase
Date shall in no event be more than twenty-seven (27) months from the Offering
Date. If on the Purchase Date of any Offering hereunder, as delayed to the
maximum extent permissible, the Plan is not registered and in such compliance,
no rights granted under the Plan or any Offering shall be exercised and all
payroll deductions accumulated during the Offering (reduced to the extent, if
any, such deductions have been used to acquire stock) shall be distributed to
the participants, without interest.
(c) Shares of stock of the Company that are purchased may be registered
in the name of the participant or jointly in the name of the participant and his
or her spouse as joint tenants with right of survivorship or community property.
6.
<PAGE>
9. COVENANTS OF THE COMPANY.
(a) During the terms of the rights granted under the Plan, the Company
shall keep available at all times the number of shares of stock required to
satisfy such rights.
(b) The Company shall seek to obtain from each federal, state, foreign
or other regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to issue and sell shares of stock upon exercise of
the rights granted under the Plan. If, after reasonable efforts, the Company is
unable to obtain from any such regulatory commission or agency the authority
which counsel for the Company deems necessary for the lawful issuance and sale
of stock under the Plan, the Company shall be relieved from any liability for
failure to issue and sell stock upon exercise of such rights unless and until
such authority is obtained.
10. USE OF PROCEEDS FROM STOCK.
Proceeds from the sale of stock pursuant to rights granted under the
Plan shall constitute general funds of the Company.
11. RIGHTS AS A STOCKHOLDER.
A participant shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any shares subject to rights granted
under the Plan unless and until the participant's shareholdings acquired upon
exercise of rights under the Plan are recorded in the books of the Company.
12. ADJUSTMENTS UPON CHANGES IN STOCK.
(a) If any change is made in the stock subject to the Plan, or subject
to any rights granted under the Plan (through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or other transaction
not involving the receipt of consideration by the Company), the Plan and
outstanding rights will be appropriately adjusted in the class(es) and maximum
number of shares subject to the Plan and the class(es) and number of shares and
price per share of stock subject to outstanding rights. Such adjustments shall
be made by the Board or the Committee, the determination of which shall be
final, binding and conclusive. (The conversion of any convertible securities of
the Company shall not be treated as a "transaction not involving the receipt of
consideration by the Company.")
(b) In the event of: (1) a dissolution or liquidation of the Company;
(2) a merger or consolidation in which the Company is not the surviving
corporation; (3) a reverse merger in which the Company is the surviving
corporation but the shares of the Company's Common Stock outstanding immediately
preceding the merger are converted by virtue of the merger into other
7.
<PAGE>
property, whether in the form of securities, cash or otherwise; or (4) the
acquisition by any person, entity or group within the meaning of Section 13(d)
or 14(d) of the Exchange Act or any comparable successor provisions (excluding
any employee benefit plan, or related trust, sponsored or maintained by the
Company or any Affiliate of the Company) of the beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable
successor rule) of securities of the Company representing at least fifty percent
(50%) of the combined voting power entitled to vote in the election of
directors, then, as determined by the Board in its sole discretion (i) any
surviving or acquiring corporation may assume outstanding rights or substitute
similar rights for those under the Plan, (ii) such rights may continue in full
force and effect, or (iii) participants' accumulated payroll deductions may be
used to purchase Common Stock immediately prior to the transaction described
above and the participants' rights under the ongoing Offering terminated.
13. AMENDMENT OF THE PLAN.
(a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in paragraph 12 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the stockholders of
the Company within twelve (12) months before or after the adoption of the
amendment, where the amendment will:
(i) Increase the number of shares reserved for rights under
the Plan;
(ii) Modify the provisions as to eligibility for participation
in the Plan (to the extent such modification requires stockholder
approval in order for the Plan to obtain employee stock purchase plan
treatment under Section 423 of the Code or to comply with the
requirements of Rule 16b-3); or
(iii) Modify the Plan in any other way if such modification
requires stockholder approval in order for the Plan to obtain employee
stock purchase plan treatment under Section 423 of the Code or to
comply with the requirements of Rule 16b-3.
It is expressly contemplated that the Board may amend the Plan in any respect
the Board deems necessary or advisable to provide eligible employees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to employee stock purchase plans
and/or to bring the Plan and/or rights granted under it into compliance
therewith.
(b) Subject to paragraph 12, rights granted before amendment of the
Plan shall not be impaired by any amendment of the Plan, except with the consent
of the person to whom such rights were granted, or except as necessary to comply
with any laws or governmental regulations, or except as necessary to ensure that
the Plan and/or rights granted under the Plan comply with the requirements of
Section 423 of the Code.
8.
<PAGE>
14. DESIGNATION OF BENEFICIARY.
(a) A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's account under
the Plan in the event of such participant's death subsequent to the end of an
Offering but prior to delivery to the participant of such shares and cash. In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under the Plan in the event
of such participant's death during an Offering.
(b) Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under the Plan who is living at
the time of such participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its sole discretion, may deliver such shares
and/or cash to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.
15. TERMINATION OR SUSPENSION OF THE PLAN.
(a) The Board in its discretion, may suspend or terminate the Plan at
any time. No rights may be granted under the Plan while the Plan is suspended or
after it is terminated.
(b) Rights and obligations under any rights granted while the Plan is
in effect shall not be impaired by suspension or termination of the Plan, except
as expressly provided in the Plan or with the consent of the person to whom such
rights were granted, or except as necessary to comply with any laws or
governmental regulation, or except as necessary to ensure that the Plan and/or
rights granted under the Plan comply with the requirements of Section 423 of the
Code.
16. EFFECTIVE DATE OF PLAN.
The Plan shall become effective on the date specified by the Board, but
no rights granted under the Plan shall be exercised unless and until the Plan
has been approved by the stockholders of the Company within twelve (12) months
before or after the date the Plan is adopted by the Board or the Committee.
9.
<PAGE>
URS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN OFFERING
Adopted Effective July 1, 1997
1. Grant; Offering Date.
(a) The Board of Directors of URS Corporation, a Delaware corporation (the
"Company"), pursuant to the Company's Employee Stock Purchase Plan (the "Plan"),
hereby authorizes the grant of rights to purchase shares of the common stock of
the Company ("Common Stock") to all Eligible Employees (an "Offering"). The
first Offering shall begin on July 1, 1997 and end December 31, 1997. Subsequent
six month Offerings shall begin each January 1 and July 1 thereafter. The first
day of an Offering is that Offering's "Offering Date."
(b) Prior to the commencement of any Offering, the Board of Directors (or
the Committee described in subparagraph 2(c) of the Plan, if any) may change any
or all terms of such Offering and any subsequent Offerings. The granting of
rights pursuant to each Offering hereunder shall occur on each respective
Offering Date unless, prior to such date (a) the Board of Directors (or such
Committee) determines that such Offering shall not occur, or (b) no shares
remain available for issuance under the Plan in connection with the Offering.
2. Eligible Employees.
All employees of the Company and each of its Affiliates (as defined in the
Plan) incorporated in the United States shall be granted rights to purchase
Common Stock under each Offering on the Offering Date of such Offering, provided
that each such employee otherwise meets the employment requirements of
subparagraph 5(a) of the Plan (an "Eligible Employee") on the day before the
Offering Date. Notwithstanding the foregoing, the following employees shall not
be Eligible Employees or be granted rights under an Offering: (i) part-time or
seasonal employees whose customary employment is 20 hours or less per week or
not more than 5 months per calendar year or (ii) 5% stockholders (including
ownership through unexercised options) described in subparagraph 5(c) of the
Plan.
3. Rights.
(a) Subject to the limitations contained herein and in the Plan, on each
Offering Date each Eligible Employee shall be granted the right to purchase the
number of shares of Common Stock purchasable with up to ten percent (10%) of
such employee's Earnings paid during the period of such Offering beginning after
such Eligible Employee first commences participation; provided, however, that no
employee may purchase Common Stock on a particular Purchase Date that would
result in more than ten percent (10%) of such employee's Earnings in the period
1.
<PAGE>
from the Offering Date to such Purchase Date having been applied to purchase
shares under all ongoing Offerings under the Plan and all other Company plans
intended to qualify as "employee stock purchase plans" under Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code"). For this Offering,
"Earnings" means the total compensation paid to an employee, including all
salary, wages (including amounts elected to be deferred by the employee, that
would otherwise have been paid, under any cash or deferred arrangement
established by the Company), overtime pay, commissions, bonuses, and other
remuneration paid directly to the employee, but excluding profit sharing, the
cost of employee benefits paid for by the Company, education or tuition
reimbursements, imputed income arising under any Company group insurance or
benefit program, traveling expenses, business and moving expense reimbursements,
income received in connection with stock options, contributions made by the
Company under any employee benefit plan, and similar items of compensation.
(b) Notwithstanding the foregoing, the maximum number of shares of Common
Stock an Eligible Employee may purchase on any Purchase Date in an Offering
shall be such number of shares as has a fair market value (determined as of the
Offering Date for such Offering) equal to (x) $25,000 multiplied by the number
of calendar years in which the right under such Offering has been outstanding
at any time, minus (y) the fair market value of any other shares of Common Stock
(determined as of the relevant Offering Date with respect to such shares) which,
for purposes of the limitaiton of Section 423(b)(8) of the Code, are attributed
to any of such calendar years in which the right is outstanding. The amount in
clause (y) of the previous sentence shall be determined in accordance with
regulations applicable under Section 423(b)(8) of the Code based on (i) the
number of shares previously purchased with respect to such calendar years
pursuant to such Offering or any other Offering under the Plan, or pursuant to
any other Company plans intended to qualify as "employee stock purchase plans"
under Section 423 of the Code, and (ii) the number of shares subject to other
rights outstanding on the Offering Date for such Offering pursuant to the Plan
or any other such Company plan.
(c) The maximum aggregate number of shares available to be purchased by all
Eligible Employees under an Offering shall be the number of shares remaining
available under the Plan on the Offering Date. If the aggregate purchase of
shares of Common Stock upon exercise of rights granted under the Offering would
exceed the maximum aggregate number of shares available, the Board shall make a
pro rata allocation of the shares available in a uniform and equitable manner.
In addition, no Eligible Employee may purchase more than a maximum of 2,000
shares of Common Stock per Offering.
4. Purchase Price.
The purchase price of the Common Stock under the Offering shall be the
lesser of eighty-five percent (85%) of the fair market value of the Common Stock
on the Offering Date or eighty-five percent (85%) of the fair market value of
the Common Stock on the Purchase Date, in each case rounded up to the nearest
whole cent per share.
2.
<PAGE>
5. Participation.
(a) An Eligible Employee may elect to participate in an Offering only at
the beginning of the Offering. An Eligible Employee shall become a participant
in an Offering by delivering an agreement authorizing payroll deductions. Such
deductions must be in whole percentages, with a minimum percentage of one
percent (1%) and a maximum percentage of ten percent (10%). A participant may
not make additional payments into his or her account. The agreement shall be
made on such enrollment form as the Company provides, and must be delivered to
the Company in advance of the date participation is to be effective.
(b) A participant may not increase or decrease his or her participation
level during the course of an Offering, provided that participant may withdraw
from an Offering and receive his or her accumulated payroll deductions from the
Offering, without interest, at any time prior to the end of the Offering, by
delivering a withdrawal notice to the Company in such from as the Company
prescribes.
6. Purchases.
Subject to the limitations contained herein, on each Purchase Date, each
participant's accumulated payroll deductions (without any increase for interest)
shall be applied to the purchase of whole shares of Common Stock, up to the
maximum number of shares permitted under the Plan and the Offering. "Purchase
Date" shall be defined as the last day of each Offering (June 30 or December
31), or the last business day immediately prior thereto.
7. Escrow of Shares.
During a period of three months following the last day of an Offering, all
shares purchased under the Plan on such day shall be held in escrow by the
Company or its designee as agent for the participants and spouse who own such
shares and shall not be transferable or assignable.
8. Notices and Agreements.
Any notices or agreements provided for in an Offering or the Plan shall be
given in writing, in a form prescribed by the Company, and unless specifically
provided for in the Plan or this Offering shall be deemed effectively given upon
receipt or, in the case of notices and agreements delivered by the Company, five
(5) days after deposit in the United States mail, postage prepaid.
9. Purchases Contingent on Stockholder Approval.
The rights granted under an Offering are subject to the approval of the
Plan by the stockholders as required for the Plan to obtain treatment as a
tax-qualified employee stock purchase plan under Section 423 of the Code and to
comply with the requirements of exemption
3.
<PAGE>
from potential liability under Section 16(b) of the Securities and Exchange Act
of 1934, as amended, set forth in Rule 16b-3 thereunder.
10. Offering Subject to Plan.
Each Offering is subject to all the provisions of the Plan, and its
provisions are hereby made a part of the Offering, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of an Offering and those of the Plan (including
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan), the provisions of the Plan
shall control.
4.
EXHIBIT 10.4
URS CORPORATION
1991 STOCK INCENTIVE PLAN
(AMENDED AND RESTATED EFFECTIVE DECEMBER 17, 1996)
<PAGE>
TABLE OF CONTENTS
Page
Article 1. Introduction............................................... 1
Article 2. Administration............................................. 1
2.1 The Committee.............................................. 1
2.2 Non-Employee Directors..................................... 1
2.3 Committee Responsibilities................................. 1
Article 3. Limitation on Awards....................................... 2
Article 4. Eligibility................................................ 2
4.1 General Rules.............................................. 2
4.2 Ten-Percent Stockholders................................... 2
4.3 Attribution Rules.......................................... 2
4.4 Outstanding Stock.......................................... 2
Article 5. Options.................................................... 3
5.1 Stock Option Agreement..................................... 3
5.2 Number of Shares........................................... 3
5.3 Exercise Price............................................. 3
5.4 Exercisability and Term.................................... 3
5.5 Effect Of Change in Control................................ 3
5.6 Modification, Extension and Assumption of Award............ 4
Article 6. Payment for Option Shares.................................. 4
6.1 General Rule............................................... 4
6.2 Surrender of Stock......................................... 4
6.3 Exercise/Sale.............................................. 4
6.4 Exercise/Pledge............................................ 4
6.5 Promissory Note............................................ 5
6.6 Other Forms of Payment..................................... 5
Article 7. Restricted Shares.......................................... 5
7.1 Time, Amount and Form of Awards............................ 5
7.2 Payment for Awards......................................... 5
7.3 Vesting Conditions......................................... 5
Article 8. Protection Against Dilution................................ 6
8.1 General.................................................... 6
8.2 Reorganizations............................................ 6
8.3 Reservation of Rights...................................... 6
i.
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Article 9. Limitation of Rights....................................... 6
9.1 Retention Rights........................................... 6
9.2 Stockholders' Rights....................................... 7
9.3 Government Regulations..................................... 7
Article 10. Limitation on Payments..................................... 7
10.1 Basic Rule................................................. 7
10.2 Reduction of Payments...................................... 7
10.3 Overpayments and Underpayments............................. 8
10.4 Related Corporations....................................... 8
Article 11. Withholding Taxes.......................................... 8
11.1 General.................................................... 8
11.2 Share Withholding.......................................... 8
Article 12. Assignment or Transfer of Award............................ 9
Article 13. Future of the Plan......................................... 10
13.1 Term of the Plan........................................... 10
13.2 Amendment or Termination................................... 10
13.3 Effect of Amendment or Termination......................... 10
Article 14. Definitions................................................ 10
14.1 "Award".................................................... 10
14.2 "Board".................................................... 10
14.3 "Change in Control"........................................ 10
14.4 "Code"..................................................... 11
14.5 "Committee"................................................ 11
14.6 "Common Share"............................................. 11
14.7 "Company".................................................. 11
14.8 "Exchange Act"............................................. 11
14.9 "Exercise Price"........................................... 11
14.10 "Fair Market Value"........................................ 11
14.11 "ISO"...................................................... 11
14.12 "Key Employee"............................................. 11
14.13 "NSO"...................................................... 11
14.14 "Option"................................................... 12
14.15 "Optionee"................................................. 12
14.16 "Outside Director"......................................... 12
ii.
<PAGE>
TABLE OF CONTENTS
(continued)
Page
14.17 "Participant".............................................. 12
14.18 "Plan"..................................................... 12
14.19 "Restricted Share"......................................... 12
14.20 "Stock Award Agreement".................................... 12
14.21 "Stock Option Agreement"................................... 12
14.22 "Subsidiary"............................................... 12
Article 15. Execution.................................................. 12
iii.
<PAGE>
URS CORPORATION
1991 STOCK INCENTIVE PLAN
Amended and restated effective December 17, 1996
ARTICLE 1
INTRODUCTION
The Plan was amended and restated by the Board on December 17, 1996,
subject to approval by the Company's stockholders at the 1997 annual meeting of
stockholders. The purpose of the Plan is to promote the long-term success of the
Company and the creation of stockholder value by (a) encouraging Key Employees
to focus on critical long-range objectives, (b) encouraging the attraction and
retention of Key Employees with exceptional qualifications and (c) linking Key
Employees directly to stockholder interests through increased stock ownership.
The Plan seeks to achieve this purpose by providing for Awards in the form of
Restricted Shares or Options, which may constitute incentive stock options or
nonstatutory stock options. The Plan shall be governed by, and construed in
accordance with, the laws of the State of California.
ARTICLE 2
ADMINISTRATION
2.1 The Committee. The Plan shall be administered by the
Compensation/Option Committee of the Board. Such Committee shall consist solely
of two or more non-employee directors of the Company, within the meaning of Rule
16b-3 under the Exchange Act, who shall be appointed by the Board (a
"Non-Employee Director"). The members of such Committee may also be "outside
directors" within the meaning of Section 162(m) of the Code, if the Board so
chooses.
2.2 Non-Employee Directors. A member of the Board shall be deemed to be
a NonEmployee Director only if he or she satisfies such requirements as the
Securities and Exchange Commission may establish for Non-Employee Directors
under Rule 16b-3 (or its successor) under the Exchange Act.
2.3 Committee Responsibilities. The Committee shall select the Key
Employees who are to receive Awards under the Plan, determine the number,
vesting requirements and other conditions of such Awards, interpret the Plan,
and make all other decisions relating to the operation of the Plan. The
Committee may adopt such rules or guidelines as it deems appropriate to
implement the Plan. The Committee's determinations under the Plan shall be final
and binding on all persons.
1.
<PAGE>
ARTICLE 3
LIMITATION ON AWARDS
Any Common Shares issued pursuant to the Plan may be authorized but
unissued shares or treasury shares. The aggregate number of Restricted Shares
and Options reserved for awards under the Plan is 2,250,000, plus the number of
Common Shares remaining available for awards under the Company's 1989 Stock
Option and Rights Plan and the Company's 1987 Restricted Stock Plan
(collectively, the "Prior Plans") at the time of the original adoption of this
Plan on January 15, 1991. If any Restricted Shares or Options are forfeited or
if any Options terminate for any other reason before being exercised, then such
Restricted Shares or Options shall again become available for Awards under the
Plan. If any options or restricted shares under the Prior Plans are forfeited or
if any options under the Prior Plans terminate for any other reason before being
exercised, then such options or restricted shares also shall become available
for additional Awards under this Plan. (No additional grants shall be made under
the Prior Plans after January 15, 1991.) In addition, no person shall be
eligible to be granted Options covering more than 400,000 Common Shares in any
fiscal year of the Company. The limitations of this Article 3 shall be subject
to adjustment pursuant to Article 8.
ARTICLE 4
ELIGIBILITY
4.1 General Rules. Only Key Employees (including, without limitation,
independent contractors who are not members of the Board) shall be eligible for
designation as Participants by the Committee. In addition, only Key Employees
who are common-law employees of the Company or a Subsidiary shall be eligible
for the grant of ISOs.
4.2 Ten-Percent Stockholders. A Key Employee who owns more than 10
percent of the total combined voting power of all classes of outstanding stock
of the Company or any of its Subsidiaries shall not be eligible for the grant of
an ISO unless (a) the Exercise Price under such ISO is at least 110 percent of
the Fair Market Value of a Common Share on the date of grant and (b) such ISO by
its terms is not exercisable after the expiration of five years from the date of
grant.
4.3 Attribution Rules. For purposes of Section 4.2, in determining
stock ownership, a Key Employee shall be deemed to own the stock owned, directly
or indirectly, by or for his or her brothers, sisters, spouse, ancestors and
lineal descendants. Stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be deemed to be owned
proportionately by or for its stockholders, partners or beneficiaries. Stock
with respect to which the Key Employee holds an option shall not be counted.
2.
<PAGE>
4.4 Outstanding Stock. For purposes of Section 4.2, "outstanding stock"
shall include all stock actually issued and outstanding immediately after the
grant of the ISO to the Key Employee. "Outstanding stock" shall not include
treasury shares or shares authorized for issuance under outstanding options held
by the Key Employee or by any other person.
ARTICLE 5
OPTIONS
5.1 Stock Option Agreement. Each grant of an Option under the Plan
shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms and conditions of
the Plan and may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Committee deems appropriate for
inclusion in a Stock Option Agreement. The provisions of the various Stock
Option Agreements entered into under the Plan need not be identical. If the
Optionee is a common law employee of the Company or a Subsidiary, the Committee
may designate all or any part of the Option as an ISO.
5.2 Number of Shares. Each Stock Option Agreement shall specify the
number of Shares subject to the Option and shall provide for the adjustment of
such number in accordance with Article 8. The Stock Option Agreement shall also
specify whether the Option is an ISO or an NSO.
5.3 Exercise Price. Each Stock Option Agreement shall specify the
Exercise Price. The Exercise Price under an ISO shall not be less than 100
percent of the Fair Market Value of a Common Share on the date of grant, except
as otherwise provided in Section 4.2. The Exercise Price under an NSO shall not
be less than 50 percent of the Fair Market Value of a Common Share on the date
of grant. Subject to the preceding two sentences, the Exercise Price under any
Option shall be determined by the Committee. The Exercise Price shall be payable
in accordance with Article 6. Notwithstanding the foregoing, an Option may be
granted with an Exercise Price lower than that set forth in the preceding
sentence if such Option is granted pursuant to an assumption or substitution for
another option in a manner satisfying the provisions of Section 424(a) of the
Code.
5.4 Exercisability and Term. Each Stock Option Agreement shall specify
the date when all or any installment of the Option is to become exercisable, and
such date may be made dependent upon the achievement of specified performance
goals. The Stock Option Agreement shall also specify the term of the Option. The
term of an ISO shall in no event exceed 10 years from the date of grant, and
Section 4.2 may require a shorter term. Subject to the preceding sentence, the
Committee shall determine when all or any part of an Option is to become
exercisable and when such Option is to expire. A Stock Option Agreement may
provide for accelerated exercisability in the event of the Optionee's death,
disability, retirement or attainment of performance goals, and may provide for
expiration prior to the end of its term in the event of the termination of the
Optionee's service. NSOs may also be awarded in combination with
3.
<PAGE>
Restricted Shares, and such an Award may provide that the NSOs will not be
exercisable unless the related Restricted Shares are forfeited.
5.5 Effect Of Change in Control. The Committee (at its sole discretion)
may determine, at the time of granting an Option or thereafter, that such Option
shall become fully exercisable as to all Common Shares subject to such Option in
the event that a Change in Control occurs with respect to the Company. If the
Committee finds that there is a reasonable possibility that, within the
succeeding six months, a Change in Control will occur with respect to the
Company, then the Committee may determine that all outstanding Options shall
become fully exercisable as to all Common Shares subject to such Options.
5.6 Modification, Extension and Assumption of Award. Within the
limitations of the Plan, the Committee may modify, extend or assume outstanding
options or may accept the cancelation of outstanding options (whether granted by
the Company or by another issuer) in return for the grant of new options for the
same or a different number of shares and at the same or a different exercise
price. The foregoing notwithstanding, no modification of an Option shall,
without the consent of the Optionee, impair his or her rights under such Option.
ARTICLE 6
PAYMENT FOR OPTION SHARES
6.1 General Rule. The entire Exercise Price of Common Shares issued
upon exercise of Awards shall be payable in cash or by check at the time when
such Common Shares are purchased, except as follows:
(a) In the case of an ISO granted under the Plan, payment
shall be made only pursuant to the express provisions of the applicable Stock
Option Agreement. However, the Committee may specify in the Stock Option
Agreement that payment may be made pursuant to Section 6.2, 6.3, 6.4, 6.5 or
6.6.
(b) In the case of an NSO, the Committee may at any time
accept payment pursuant to Section 6.2, 6.3, 6.4, 6.5 or 6.6.
6.2 Surrender of Stock. To the extent that this Section 6.2 is
applicable, payment for all or any part of the Exercise Price may be made with
Common Shares which have already been owned by the Optionee for more than six
months and which are surrendered to the Company. Such Common Shares shall be
valued at their Fair Market Value on the date when the new Common Shares are
purchased under the Plan. In the event that the Common Shares being surrendered
are Restricted Shares that have not yet become vested, the same restrictions
shall be imposed upon the new Common Shares being purchased.
6.3 Exercise/Sale. To the extent that this Section 6.3 is applicable,
payment may be made by the delivery (on a form prescribed by the Company) of an
irrevocable direction to a
4.
<PAGE>
securities broker approved by the Company to sell Common Shares and to deliver
all or part of the sales proceeds to the Company in payment of all or part of
the Exercise Price and any withholding taxes.
6.4 Exercise/Pledge. To the extent that this Section 6.4 is applicable,
payment may be made by the delivery (on a form prescribed by the Company) of an
irrevocable direction to pledge Common Shares to a securities broker or lender
approved by the Company, as security for a loan, and to deliver all or part of
the loan proceeds to the Company in payment of all or part of the Exercise Price
and any withholding taxes.
6.5 Promissory Note. To the extent that this Section 6.5 is applicable,
payment for all or any part of the Exercise Price may be made with a
full-recourse promissory note; provided that (a) the par value of the Common
Shares must be paid in lawful money of the United States of America at the time
when such Common Shares are purchased, (b) the Common Shares are security for
payment of the principal amount of the promissory note and interest thereon and
(c) the interest rate payable under the terms of the promissory note shall not
be less than the minimum rate (if any) required to avoid the imputation of
additional interest under the Code. Subject to the foregoing, the Committee (at
its sole discretion) shall specify the term, interest rate, amortization
requirements (if any) and other provisions of such note.
6.6 Other Forms of Payment. To the extent that this Section 6.6 is
applicable, payment may be made in any other form approved by the Committee,
consistent with applicable laws, regulations and rules.
ARTICLE 7
RESTRICTED SHARES
7.1 Time, Amount and Form of Awards. The Committee may grant Restricted
Shares in an amount determined by the Committee. Restricted Shares may be
awarded in combination with NSOs, and such an Award may provide that the
Restricted Shares will be forfeited in the event that the related NSOs are
exercised.
7.2 Payment for Awards. The recipient of an Award of Restricted Shares,
as a condition to the grant of such Award, shall be required to pay the Company
in cash an amount equal to the par value of such Restricted Shares, which
payment may be in the form of services rendered.
7.3 Vesting Conditions. Each Award of Restricted Shares shall become
vested, in full or in installments, upon satisfaction of the conditions
specified in the Stock Award Agreement. The Committee shall select the vesting
conditions, which may be based upon the Participant's service, the Participant's
performance, the Company's performance or such other criteria as the Committee
may adopt. A Stock Award Agreement may also provide for accelerated vesting in
the event of the Participant's death, disability, retirement or attainment
5.
<PAGE>
of performance goals. The Committee (at its sole discretion) may determine, at
the time of making an Award or thereafter, that such Award shall become fully
vested in the event that a Change in Control occurs with respect to the Company.
ARTICLE 8
PROTECTION AGAINST DILUTION
8.1 General. In the event of a subdivision of the outstanding Common
Shares, a declaration of a dividend payable in Common Shares, a declaration of a
dividend payable in a form other than Common Shares in an amount that has a
material effect on the price of Common Shares, a combination or consolidation of
the outstanding Common Shares (by reclassification or otherwise) into a lesser
number of Common Shares, a recapitalization, a spinoff or a similar occurrence,
the Committee shall make appropriate adjustments in one or more of (a) the
number of Options and Restricted Shares available for future Awards under
Article 3, (b) the number of Common Shares covered by each outstanding Option or
Restricted Shares Award or (c) the Exercise Price under each outstanding Option
or purchase price of each Restricted Shares Award.
8.2 Reorganizations. In the event that the Company is a party to a
merger or other reorganization, outstanding Options and Restricted Shares shall
be subject to the agreement of merger or reorganization. Such agreement may
provide, without limitation, for the assumption of outstanding Awards by the
surviving corporation or its parent, for their continuation by the Company (if
the Company is a surviving corporation), for accelerated vesting or for
settlement in cash.
8.3 Reservation of Rights. Except as provided in this Article 8, a
Participant shall have no rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class. Any issue by
the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or Exercise Price of Common
Shares subject to an Option. The grant of an Award pursuant to the Plan shall
not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.
ARTICLE 9
LIMITATION OF RIGHTS
9.1 Retention Rights. Neither the Plan nor any Option granted under the
Plan shall be deemed to give any individual a right to remain an employee,
consultant or director of the
6.
<PAGE>
Company or a Subsidiary. The Company and its Subsidiaries reserve the right to
terminate the service of any employee, consultant or director at any time, with
or without cause, subject to applicable laws, the Company's certificate of
incorporation and by-laws and a written employment agreement (if any).
9.2 Stockholders' Rights. A Participant shall have no dividend rights,
voting rights or other rights as a stockholder with respect to any Common Shares
covered by his or her Award prior to the issuance of a stock certificate for
such Common Shares. No adjustment shall be made for cash dividends or other
rights for which the record date is prior to the date when such certificate is
issued, except as expressly provided in Article 8.
9.3 Government Regulations. Any other provision of the Plan
notwithstanding, the obligations of the Company with respect to Common Shares to
be issued pursuant to the Plan shall be subject to all applicable laws, rules
and regulations and such approvals by any governmental agencies as may be
required. The Company reserves the right to restrict, in whole or in part, the
delivery of Common Shares pursuant to any Award until such time as any legal
requirements or regulations have been met relating to the issuance of such
Common Shares or to their registration, qualification or exemption from
registration or qualification under the Securities Act of 1933, as amended, or
any applicable state securities laws.
ARTICLE 10
LIMITATION ON PAYMENTS
10.1 Basic Rule. Any provision of the Plan to the contrary
notwithstanding, in the event that the independent auditors most recently
selected by the Board (the "Auditors") determine that any payment or transfer by
the Company to or for the benefit of a Key Employee, whether paid or payable (or
transferred or transferable) pursuant to the terms of this Plan or otherwise (a
"Payment"), would be nondeductible by the Company for federal income tax
purposes because of the provisions concerning "excess parachute payments" in
section 280G of the Code, then the aggregate present value of all Payments shall
be reduced (but not below zero) to the Reduced Amount; provided that the
Committee, at the time of making an Award under this Plan or at any time
thereafter, may specify in writing that such Award shall not be so reduced and
shall not be subject to this Article 10. For purposes of this Article 10, the
"Reduced Amount" shall be the amount, expressed as a present value, which
maximizes the aggregate present value of the Payments without causing any
Payment to be nondeductible by the Company because of section 280G of the Code.
10.2 Reduction of Payments. If the Auditors determine that any Payment
would be nondeductible by the Company because of section 280G of the Code, then
the Company shall promptly give the Key Employee notice to that effect and a
copy of the detailed calculation thereof and of the Reduced Amount, and the Key
Employee may then elect, in his or her sole discretion, which and how much of
the Payments shall be eliminated or reduced (as long as after such election the
aggregate present value of the Payments equals the Reduced Amount) and shall
7.
<PAGE>
advise the Company in writing of his or her election within 10 days of receipt
of notice. If no such election is made by the Key Employee within such 10-day
period, then the Company may elect which and how much of the Payments shall be
eliminated or reduced (as long as after such election the aggregate present
value of the Payments equals the Reduced Amount) and shall notify the Key
Employee promptly of such election. For purposes of this Article 10, present
value shall be determined in accordance with section 280G(d)(4) of the Code. All
determinations made by the Auditors under this Article 10 shall be binding upon
the Company and the Key Employee and shall be made within 60 days of the date
when a payment becomes payable or transferable. As promptly as practicable
following such determination and the elections hereunder, the Company shall pay
or transfer to or for the benefit of the Key Employee such amounts as are then
due to him or her under the Plan and shall promptly pay or transfer to or for
the benefit of the Key Employee in the future such amounts as become due to him
or her under the Plan.
10.3 Overpayments and Underpayments. As a result of uncertainty in the
application of section 280G of the Code at the time of an initial determination
by the Auditors hereunder, it is possible that Payments will have been made by
the Company which should not have been made (an "Overpayment") or that
additional Payments which will not have been made by the Company could have been
made (an "Underpayment"), consistent in each case with the calculation of the
Reduced Amount hereunder. In the event that the Auditors, based upon the
assertion of a deficiency by the Internal Revenue Service against the Company or
the Key Employee which the Auditors believe has a high probability of success,
determine that an Overpayment has been made, such Overpayment shall be treated
for all purposes as a loan to the Key Employee which he or she shall repay to
the Company, together with interest at the applicable federal rate provided in
section 7872(f)(2) of the Code; provided, however, that no amount shall be
payable by the Key Employee to the Company if and to the extent that such
payment would not reduce the amount which is subject to taxation under section
4999 of the Code. In the event that the Auditors determine that an Underpayment
has occurred, such Underpayment shall promptly be paid or transferred by the
Company to or for the benefit of the Key Employee, together with interest at the
applicable federal rate provided in section 7872(f)(2) of the Code.
10.4 Related Corporations. For purposes of this Article 10, the term
"Company" shall include affiliated corporations to the extent determined by the
Auditors in accordance with section 280G(d)(5) of the Code.
ARTICLE 11
WITHHOLDING TAXES
11.1 General. To the extent required by applicable federal, state,
local or foreign law, the recipient of any payment or distribution under the
Plan shall make arrangements satisfactory to the Company for the satisfaction of
any withholding tax obligations that arise by reason of the receipt or vesting
of such payment or distribution. The Company shall not be required to issue
8.
<PAGE>
any Common Shares or make any cash payment under the Plan until such obligations
are satisfied.
11.2 Share Withholding. The Committee may permit the recipient of any
payment or distribution under the Plan to satisfy all or part of his or her
withholding tax obligations by having the Company withhold a portion of any
Common Shares that otherwise would be issued to him or her or by surrendering a
portion of any Common Shares that previously were issued to him or her. Such
Common Shares shall be valued at their Fair Market Value on the date when taxes
otherwise would be withheld in cash. The payment of withholding taxes by
assigning Common Shares to the Company, if permitted by the Committee, shall be
subject to such restrictions as the Committee may impose, including any
restrictions required by rules of the Securities and Exchange Commission.
ARTICLE 12
ASSIGNMENT OR TRANSFER OF AWARD
Except as provided in Article 11 and as set forth below, any Award
granted under the Plan shall not be anticipated, assigned, attached, garnished,
optioned, transferred or made subject to any creditor's process, whether
voluntarily, involuntarily or by operation of law. Any act in violation of this
Article 12 shall be void.
This Article 12 shall not preclude a Participant from:
(a) designating a beneficiary who will receive any
undistributed Awards in the event of the Participant's death, nor shall it
preclude a transfer by will or by the laws of descent and distribution;
(b) transferring an NSO upon such terms and conditions as are
set forth in the Stock Option Agreement for such NSO, as the Board or the
Committee shall determine in its discretion; or
(c) transferring or assigning Restricted Shares to (i) the
trustee of a trust that is revocable by such Participant alone, both at the time
of the transfer or assignment and at all times thereafter prior to such
Participant's death, or (ii) the trustee of any other trust to the extent
approved in advance by the Committee in writing. A transfer or assignment of
Restricted Shares from such trustee to any person other than such Participant
shall be permitted only to the extent approved in advance by the Committee in
writing, and Restricted Shares held by such trustee shall be subject to all of
the conditions and restrictions set forth in the Plan and in the applicable
Stock Award Agreement, as if such trustee were a party to such Agreement.
9.
<PAGE>
ARTICLE 13
FUTURE OF THE PLAN
13.1 Term of the Plan. The amended and restated Plan, as set forth
herein, shall become effective on December 17, 1996, subject to the approval of
the Company's stockholders. In the event that the stockholders fail to approve
the amendments to the Plan at the 1997 annual meeting or any adjournment
thereof, the Plan shall revert to the provisions in effect immediately before
December 17, 1996. The Plan shall remain in effect until it is terminated under
Section 13.2, except that no ISOs shall be granted after December 16, 2006.
13.2 Amendment or Termination. The Board may, at any time and for any
reason, amend or terminate the Plan. An amendment of the Plan shall be subject
to the approval of the Company's stockholders only to the extent required by
applicable laws, regulations or rules.
13.3 Effect of Amendment or Termination. No Awards shall be granted
under the Plan after the termination thereof. The termination of the Plan, or
any amendment thereof, shall not affect any Option previously granted under the
Plan.
ARTICLE 14
DEFINITIONS
14.1 "Award" means any award of an Option or a Restricted Share under
the Plan.
14.2 "Board" means the Company's Board of Directors, as constituted
from time to time.
14.3 "Change in Control" means the occurrence of any of the following
events after the date of the adoption of this Plan:
(a) A change in control required to be reported pursuant to
Item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act;
(b) A change in the composition of the Board, as a result of
which fewer than two-thirds of the incumbent directors are directors who either
(i) had been directors of the Company 24 months prior to such change or (ii)
were elected, or nominated for election, to the Board with the affirmative votes
of at least a majority of the directors who had been directors of the Company 24
months prior to such change and who were still in office at the time of the
election or nomination; or
(c) Any "person" (as such term is used in sections 13(d) and
14(d) of the Exchange Act) by the acquisition or aggregation of securities is or
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 20 percent or more of the
10.
<PAGE>
combined voting power of the Company's then outstanding securities ordinarily
(and apart from rights accruing under special circumstances) having the right to
vote at elections of directors (the "Base Capital Stock"); except that:
(i) Any change in the relative beneficial ownership
of the Company's securities by any person resulting solely from a reduction in
the aggregate number of outstanding shares of Base Capital Stock, and any
decrease thereafter in such person's ownership of securities, shall be
disregarded until such person increases in any manner, directly or indirectly,
such person's beneficial ownership of any securities of the Company; and
(ii) Any increase in the aggregate beneficial
ownership of the Company's securities by entities whose investments are managed
on a discretionary basis by Richard C. Blum & Associates, Inc., resulting from a
payment in the Company's securities of interest in lieu of cash on debt
obligations of the Company outstanding as of the date of adoption of this Plan,
shall be disregarded.
14.4 "Code" means the Internal Revenue Code of 1986, as amended.
14.5 "Committee" means the Compensation/Option Committee of the Board,
as described in Article 2.
14.6 "Common Share" means one share of the common stock of the Company.
14.7 "Company" means URS Corporation, a Delaware corporation.
14.8 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
14.9 "Exercise Price" means the amount for which one Common Share may
be purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement.
14.10 "Fair Market Value" shall mean the closing price of a Common
Share on the trading day immediately preceding the day in question.
14.11 "ISO" means an incentive stock option described in section 422(b)
of the Code.
14.12 "Key Employee" means (a) a key common-law employee of the Company
or of a Subsidiary, as determined by the Committee, (b) an Outside Director and
(c) a consultant who provides services to the Company or a Subsidiary as an
independent contractor. Service as an independent contractor shall be considered
employment for all purposes of the Plan.
14.13 "NSO" means an employee stock option not described in sections
422 and 423 of the Code.
11.
<PAGE>
14.14 "Option" means an ISO or NSO granted under the Plan and entitling
the holder to purchase Common Shares.
14.15 "Optionee" means a person who holds an Option.
14.16 "Outside Director" shall mean a member of the Board who is not a
common-law employee of the Company or of a Subsidiary.
14.17 "Participant" means a person who holds an Award.
14.18 "Plan" means this URS Corporation 1991 Stock Incentive Plan, as
amended from time to time.
14.19 "Restricted Share" means a Common Share awarded to a Participant
under the Plan.
14.20 "Stock Award Agreement" means the agreement between the Company
and the recipient of a Restricted Share which contains the terms, conditions and
restrictions pertaining to such Restricted Share.
14.21 "Stock Option Agreement" means the agreement between the Company
and an Optionee which contains the terms, conditions and restrictions pertaining
to his or her Option.
14.22 "Subsidiary" means any corporation, if the Company and/or one or
more other Subsidiaries own not less than 50 percent of the total combined
voting power of all classes of outstanding stock of such corporation. A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.
ARTICLE 15
EXECUTION
To record the amendment and restatement of the Plan by the Board, the
Company has caused its duly authorized officer to affix the corporate name and
seal hereto.
URS CORPORATION
By_________________________________
12.
EXHIBIT 10.5
URS CORPORATION
Non-Executive Directors Stock Grant Plan
Adopted December 17, 1996
Approved By Stockholders ____________________, 1997
1. PURPOSES.
The purpose of the Plan is to compensate Non-Executive Directors in the
form of grants of Common Stock.
2. DEFINITIONS.
(a) "Annual Meeting" means the annual meeting of the Company's
stockholders.
(b) "Board" means the Board of Directors of the Company.
(c) "Company" means URS Corporation, a Delaware corporation.
(d) "Common Stock" means the common stock of the Company.
(e) "Employee" means any person, including any officer or director, who
is a common law employee of the Company, but shall not mean a person who
performs services for the Company as a consultant.
(f) "Non-Executive Director" means a member of the Board who is not an
Employee.
(g) "Plan" means this URS Corporation Non-Executive Directors Stock
Grant Plan.
(h) "Stock Grant" means any grant of Common Stock under the Plan.
3. ADMINISTRATION.
The Plan shall be administered by the Board.
1.
<PAGE>
4. SHARES SUBJECT TO THE PLAN.
(a) Subject to the provisions of Section 6 below relating to
adjustments upon changes in the Common Stock, the Common Stock that may be
issued pursuant to Stock Grants shall not exceed in the aggregate Fifty-Five
Thousand (55,000) shares of Common Stock.
(b) The Common Stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.
5. STOCK GRANTS.
(a) After each Annual Meeting, each Non-Executive Director who
continues to serve as a Director effective upon and following such Annual
Meeting shall receive a Stock Grant equal to that number of shares of Common
Stock determined by dividing Fifteen Thousand Dollars and No Cents ($15,000.00)
by the closing price of the Common Stock on the date of such Annual Meeting,
rounded down to the nearest whole share.
(b) Common Stock awarded under any Stock Grant shall be fully vested as
of the date of such Stock Grant. The Company shall direct its transfer agent to
deliver a certificate representing such Common Stock (or electronically transfer
such Common Stock) to each NonExecutive Director promptly following such Annual
Meeting.
6. ADJUSTMENTS UPON CHANGES IN STOCK.
If any change is made in the Common Stock subject to the Plan without
the receipt of consideration by the Company (through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or other transaction
not involving the receipt of consideration by the Company), the Plan will be
appropriately adjusted as to the number of shares subject to the Plan and the
number of shares subject to each Stock Grant. Such adjustments shall be made by
the Board, the determination of which shall be final, binding and conclusive.
(The conversion of any convertible securities of the Company shall not be
treated as a "transaction not involving the receipt of consideration by the
Company".)
7. AMENDMENT OF THE PLAN.
(a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 6 above relating to adjustments upon
changes in stock, no amendment shall be effective unless approved by the
stockholders of the Company to the extent stockholder approval is necessary for
the Plan to satisfy the requirements of Rule 16b-3 under the Securities Exchange
Act of 1933, as amended, or any securities exchange listing requirements.
2.
<PAGE>
(b) The Board may, in its sole discretion, submit any other amendment
to the Plan for stockholder approval.
8. TERMINATION OR SUSPENSION OF THE PLAN.
The Board may suspend or terminate the Plan at any time.
9. EFFECTIVE DATE OF PLAN.
The Plan shall become effective on the date the Plan is adopted by the
Board and approved by the stockholders of the Company.
3.
EXHIBIT 10.7
URS CORPORATION
1996 INCENTIVE
COMPENSATION PLAN
1.
<PAGE>
TABLE OF CONTENTS
I. PURPOSE OF THE PLAN
II. HOW AWARDS ARE EARNED UNDER THE PLAN
III. OTHER PLAN PROVISIONS
IV. DEFINITIONS
V. EXAMPLES OF PLAN OPERATION
2.
<PAGE>
I. PURPOSE OF THE PLAN
3.
<PAGE>
I.1 PURPOSE
The URS Corporation ("URS") 1996 Incentive Compensation Plan (the "Plan") is
intended to provide incentive compensation to individuals who make an important
contribution to URS's financial performance. Specific Plan objectives are to:
o Focus key Employees on achieving specific financial targets;
o Reinforce a team orientation;
o Provide significant award potential for achieving outstanding
performance; and
o Enhance the ability of URS to attract and retain highly
talented and competent individuals.
1.
<PAGE>
II. HOW AWARDS ARE EARNED UNDER THE PLAN
2.
<PAGE>
II.1 GENERAL PLAN DESCRIPTION
The Plan provides the opportunity for key Employees of URS to receive cash
Awards based on a combination of URS's and individual performance.
Here is an overview of how the Plan works. In general, certain Employees will be
selected to participate in the Plan at the beginning of or during the Plan Year.
These individuals are referred to as "Designated Participants." Upon selection
to participate in the Plan, each Designated Participant will be assigned a
Target Award Percentage. This Target Award Percentage, multiplied by the
Participant's Base Salary earned during the Plan Year, will equal the
Participant's Target Award. This Target Award represents the amount that is
expected to be paid to a Designated Participant if certain financial Performance
Objectives for URS have been fully met.
In addition, funds will be set aside for discretionary Awards to selected other
Employees (referred to as "Non-designated Participants"), who have demonstrated
outstanding individual performance during the Plan Year. It is expected that the
amount available to Non-designated Participants for the 1996 Plan Year will be
$25,000, assuming that URS meets its financial objectives.
The sum of all Target Awards for Designated Participants and expected payouts to
Nondesignated Participants will equal the Target Bonus Pool. The Actual Bonus
Pool will vary from the Target Pool upward or downward based on URS's actual
performance in relationship to its Performance Objectives.
Actual Awards to Designated Participants and actual funds available for
distribution to Nondesignated Participants will vary from target amounts based
on the relationship between the Actual Bonus Pool and the Target Bonus Pool.
A detailed description of how the Plan works is presented in the following
sections of this document.
II.2 DESIGNATED AND NON-DESIGNATED PARTICIPANTS
Plan participation is extended to selected Employees who, in the opinion of the
Chief Executive Officer ("CEO") of URS, have the opportunity to significantly
impact the annual operating success of the Company. These Employees are the
Designated Participants and will be notified in writing of their selection to
participate in the Plan. This notification letter, for all Participants except
the CEO of URS, will be signed by the CEO of URS. The letter of participation
for the CEO will be signed by the Chairman of the Compensation/Option Committee
("Committee") of URS's Board of Directors.
In addition to the Designated Participants, there may be a group of other
Employees who are selected to receive Awards based on their outstanding
individual performance during the Plan Year. These other Employees are the
Non-designated Participants and will not be selected until
1.
<PAGE>
the completion of the Plan Year. The selection of Non-designated Participants
will be determined by the CEO of URS at his sole discretion.
II.3 TARGET AWARD PERCENTAGES FOR DESIGNATED PARTICIPANTS
Each Designated Participant will be assigned a Target Award Percentage. This
Target Award Percentage, when multiplied by the individual's Base Salary earned
during the Plan Year, represents the anticipated payout to a Designated
Participant if URS's Performance Objectives are met.
Each Designated Participant's Target Award Percentage will be included in the
letter of notification mentioned in Section II.2.
II.4 TARGET BONUS POOL
The Target Bonus Pool ("Target Pool") will equal the sum of all Target Awards
for Designated Participants plus an amount set aside for possible distribution
to Non-designated Participants.
For 1996, the Target Bonus Pool equals $394,000.
II.5 URS PERFORMANCE OBJECTIVES
For 1996, URS's Performance Objectives are focused on the need to reach the
Company's Target for Net Income. The Performance Objectives and weightings for
the 1996 Plan Year are as follows:
URS Corporation Performance Objectives and Weightings
Performance Measure Weighting Performance Objective
------------------- --------- ---------------------
Net Income ($000s) 100% $4,600
Net Income will be calculated after all URS and URS Consultants ("URSC") bonuses
are accrued and assumed to have been paid.
II.6 RELATIONSHIP BETWEEN PERFORMANCE AND THE ACTUAL BONUS POOL
The Actual Bonus Pool ("Actual Pool") will vary from the Target Pool based on
the relationship between the actual performance of URS and the Performance
Objectives. The Actual Pool will vary in relationship to the Target Pool based
on the following table:
2.
<PAGE>
Relationship Between URS Performance and the
Actual Bonus Pool as a % of the Target Bonus Pool(1)
Actual
Performance as a Net Income Actual Pool
% of Performance Actual as a % of
Objective Performance Target Pool
---------------- ----------- -----------
(%) ($000's) (%)
greater than greater than
or equal to 125% or equal to $ 5,750 200%
100% $ 4,600 100%
75% $ 3,450 30%
less than 75% less than $ 3,450 0%
- ----------
(1) The calculation of the Actual Award as a percent of Target will be
interpolated for performance between discrete points on a straight-line
basis.
Based on the table above, the Actual Award will vary depending upon actual
performance in relation to Target Net Income.
II.7 ACTUAL AWARDS TO DESIGNATED AND NON-DESIGNATED PARTICIPANTS
Actual Awards to Designated Participants will vary from Target levels based on
the relationship between the Actual Bonus Pool and the Target Pool.
After allocating Actual Awards to Designated Participants, the remaining funds
in the Actual Pool will be available for allocation to Non-designated
Participants.
Actual Awards distributed to Non-designated Participants will be determined on a
discretionary basis by the CEO. URS is under no obligation to distribute any or
all of the Actual Pool. The sum of all Awards to Non-designated Participants may
not exceed the amount available in the Actual Pool after Actual Awards have been
allocated to Designated Participants.
EXAMPLE OF INTERPOLATION CALCULATION
To interpolate the Actual Award based on performance, apply the appropriate
formula for actual performance above or below the Performance Objective. In all
cases, solve for "X".
o For performance above Objective:
(Act. Perf. - Perf. Obj.) X
-------------------------------- = ----------------------------------
(Max. Perf. - Perf. Obj.) (Max. Award % - Target Award %)
o For performance below Objective:
3.
<PAGE>
(Act. Perf. - Perf. Obj.) X
-------------------------------- = ----------------------------------
(Min. Perf. - Perf. Obj.) (Min. Award % - Target Award %)
o Once you have solved for "X", add X to 100%.
Below is a hypothetical example:
EXAMPLE OF ACTUAL BONUS POOL CALCULATION
The following example illustrates the weighting of the Performance Objectives,
and calculates the Actual Bonus Pool:
Hypothetical Assumptions:
o Target Bonus Pool = $ 394,000
o Net Income Objective (after bonus accrual) = $4,600,000
o Actual Net Income (after bonus accrual) = $4,400,000
Interpolation:
o Net Income Performance = 88.0%
Actual Bonus Pool = $ 347,000
4.
<PAGE>
III. OTHER PLAN PROVISIONS
5.
<PAGE>
III.1 AWARD PAYMENT
Assessment of actual performance and payout of Awards will be subject to the
completion of the 1996 Year-end independent audit.
The Actual Award earned, up to and in excess of the Target Award level, will be
paid to the Participant (or the Participant's heirs in the case of death) in
cash within 30 days of the completion of the independent audit. Payroll and
other taxes will be withheld as required by law.
III.2 EMPLOYMENT
In order to receive an Award under the Plan, a Participant must be employed by
URS or an Affiliate at the end of the Plan Year, except as otherwise noted
below. Selection for participation in the Plan does not convey any employment
rights. Terms and conditions of Participants' employment agreements with URS, if
any, supersede the terms and conditions of the Plan.
III.3 TERMINATION
If Termination of a Designated Participant's employment occurs during the Plan
Year by reason of death, permanent disability, or retirement, the Designated
Participant (or the Participant's heirs in the case of death) will be eligible
to receive a pro-rata Award based on the time employed as a Participant and the
Objectives achieved for the Plan Year. Participants who have earned an Award on
this basis will receive payment on the same schedule as other Plan Participants.
A Participant whose employment with URS or its Affiliates is terminated prior to
the end of the Plan Year for any other reason (whether voluntarily or
involuntarily) will forfeit the opportunity to earn an Award under the Plan,
except as otherwise provided for.
III.4 OTHER PRO-RATA AWARDS
Individuals who have been selected during the Year for Plan participation and
who have a minimum of three months as a Designated Participant will be eligible
to receive a pro-rata Award based on the time employed as a Participant and the
Objectives achieved for the Plan Year, provided that the Participant is employed
by URS or an Affiliate at Year-end.
1.
<PAGE>
III.5 PLAN FUNDING
Estimated payouts for the Plan will be accrued monthly and charged as an expense
against the income statement of URS. At the end of each fiscal quarter, the
estimated Actual Awards under the Plan will be evaluated based on actual
performance to date. The monthly accrual rate will then be adjusted so that the
cost of the Plan is fully accrued at Year-end.
Accrual of Awards will not imply vesting of any individual Awards to
Participants.
III.6 PLAN ADMINISTRATION
Responsibility for decisions and/or recommendations regarding Plan
administration are divided among the URS CEO and the Committee. Section III.7
outlines the levels of responsibility and authority assigned to each.
Notwithstanding the above, the Committee retains final authority regarding all
aspects of Plan administration, and the resolution of any disputes. The
Committee may, without notice, amend, suspend or revoke the Plan.
2.
<PAGE>
III.7 INCENTIVE PLAN GOVERNANCE
URS
Area of Administration CEO Committee
- ---------------------- --- ---------
Overall Plan Design R A
Determination of Performance
Objectives R A
Designated Participants R A
- --------------------------------------------------------------------------------
Individual Target Awards R A
Target funding for Non-
Designated Participants R A
Target Award for CEO R/A
- --------------------------------------------------------------------------------
Certification of actual
performance against Objectives R A
Awards to Designated
Participants R A
Award to CEO R/A
- --------------------------------------------------------------------------------
Amendment, suspension, or
termination of the Plan R A
Adjustments due to extraordinary
events R A
-----------------------------------------------------------------
KEY: R = Authority A = Authority
to Recommend to Approve
-----------------------------------------------------------------
III.8 ASSIGNMENT OF EMPLOYEE RIGHTS
No employee has a claim or right to be a Participant in the Plan, to continue as
a Participant, or to be granted an Award under the Plan. URS is not obligated to
give uniform treatment (e.g., Target Award Percentages, discretionary Awards,
etc.) to Employees or Participants under the Plan. Participation in the Plan
does not give an Employee the right to be retained in the employment of URS, nor
does it imply or confer any other employment rights.
Nothing contained in the Plan will be construed to create a contract of
employment with any Participant. URS reserves the right to elect any person to
its offices and to remove Employees in any manner and upon any basis permitted
by law.
Nothing contained in the Plan will be deemed to require URS to deposit, invest
or set aside amounts for the payment of any Awards. Participation in the Plan
does not give a Participant any ownership, security, or other rights in any
assets of URS or any of its Affiliates.
3.
<PAGE>
III.9 WITHHOLDING TAX
URS will deduct from all Awards paid under the Plan any taxes required by law to
be withheld.
III.10 EFFECTIVE DATE
The Plan is effective as of November 1, 1995, and will remain in effect for the
Fiscal Year ending October 31, 1996 unless otherwise terminated or extended by
the Committee.
III.11 VALIDITY
In the event any provision of the Plan is held invalid, void, or unenforceable,
the same will not affect, in any respect whatsoever, the validity of any other
provision of the Plan.
III.12 APPLICABLE LAW
The Plan will be governed by and construed in accordance with the laws of the
State of California.
4.
<PAGE>
IV. DEFINITIONS
5.
<PAGE>
IV.1 DEFINITIONS
"Affiliates" refers to any entity owned partially or totally by URS Corporation
including URS Corporation.
"Actual Award" or "Award" refers to the incentive amount earned under the Plan
by a Designated or Non-designated Participant.
"Actual Bonus Pool" or "Actual Pool" refers to the calculated amount available
for distribution to all Designated and Non-designated Participants under the
terms and provisions of the Plan.
"Base Salary" refers to the actual base earnings of a Designated Participant for
the Plan Year exclusive of any bonus payments under this Plan or any other prior
or present commitment, including contractual arrangements, any salary advance,
any allowance or reimbursement, and the value of any basic or supplemental
Employee benefits or perquisites. Base Salary refers only to amounts earned
while a Designated Participant during the Plan Year.
"Compensation/Option Committee" or "Committee" refers to the Compensation/Option
Committee of the Board of Directors of URS Corporation.
"Designated Participant" refers to an Employee of URS Corporation designated by
the CEO of URS to participate in the Plan. Designation will be established only
in writing.
"Employee" refers to an Employee of URS Corporation.
"Fiscal Year" refers to the twelve months beginning November 1, 1995 and ending
October 31, 1996.
"Net Income" refers to the consolidated revenue less all expenses (including tax
and interest charges) of URS Corporation.
"Non-designated Participant" refers to an Employee of URS Corporation selected
to receive an Award under the Plan on the basis of outstanding individual
performance. Employee selection will be made at the end of the Plan Year, at the
recommendation of the CEO of URS. Unlike Designated Participants, Non-designated
Participants will not be assigned Target Award Percentages or individual
Performance Objectives.
"Performance Objectives" or "Objectives" refers to the pre-established financial
goals upon which URS Corporation performance will be assessed.
"Plan" refers to the URS Corporation 1996 Incentive Compensation Plan, as
described in this document. Any incentives for future years will be covered by
subsequent plan documents.
"Plan Year" or "Year" refers to the twelve months beginning November 1, 1995,
and ending October 31, 1996, over which performance is measured under this Plan.
1.
<PAGE>
"Target Award" refers to a Designated Participant's Target Award Percentage,
multiplied by the Participant's Base Salary earned during the Plan Year. This
amount represents the anticipated payout to the Designated Participant if all
URS Corporation's Performance Objectives are met.
"Target Award Percentage" refers to a percentage of Base Salary assigned to a
Designated Participant in accordance with the terms and provisions of the Plan.
"Target Bonus Pool" or "Target Pool" refers to the amount anticipated to be
distributed to all Designated and Non-designated Participants if all URS
Corporation's Performance Objectives are met.
"Termination" means the Participant's ceasing his/her service with the Company
or any of its Affiliates for any reason whatsoever, whether voluntarily or
involuntarily, including by reason of death or permanent disability.
"URS" refers to URS Corporation.
"Year-end" refers to the end of the Fiscal Year, October 31, 1996.
2.
<PAGE>
V. EXAMPLES OF PLAN OPERATION
3.
<PAGE>
URS CORPORATION PERFORMANCE TABLE
Actual
Net Income Actual vs.
(100% weighting) Target Pool
------------------------------------------------------------
greater than or equal to = $5,750 MM 200%
$4,600 MM 100%
$3,450 MM 30%
less than = $3,450 MM 0%
------------------------------------------------------------
<TABLE>
Scenario 1 - URS net income performance exceeds objectives
<S> <C> <C>
Net income Objective ($MMs) $4.6 ($5.45 - $4.6)/($5.75 - $4.6) = 74.0%
URS Actual Net Income ($Mms) $5.45 + 100% = 174.0%
TARGET BONUS POOL ($000s) $394.0
ACTUAL BONUS POOL ($000s) $686.0 ($394.0 *174%)= $686.0
Scenario 2 - URS net income performance less than objectives
Net income Objective ($MMs) $4.6 ($4.4 - $4.6)/($3.45 - $4.6) * (.7) =
URS Actual Net Income ($MMs) $4.4 -12.0% + 100% = 88.0%
TARGET BONUS POOL ($000s) $394.0
ACTUAL BONUS POOL ($000s) $347.0 ($394.0 * 88.0%) = $347.0
</TABLE>
1.
EXHIBIT 10.8
URS CONSULTANTS, INC.
1996 INCENTIVE COMPENSATION PLAN
1.
<PAGE>
TABLE OF CONTENTS
I. PURPOSE OF THE PLAN
II. HOW AWARDS ARE EARNED UNDER THE PLAN
III. OTHER PLAN PROVISIONS
IV. DEFINITIONS
V. EXAMPLES OF PLAN OPERATION
2.
<PAGE>
I. PURPOSE OF THE PLAN
3.
<PAGE>
I.1 PURPOSE
The URS Consultants, Inc. 1996 Incentive Compensation Plan (the "Plan") is
intended to provide incentive compensation to individuals who make an important
contribution to URS Consultants, Inc.'s financial performance. Specific Plan
objectives are to:
o Focus key Employees on achieving specific financial targets;
o Reinforce a team orientation;
o Provide significant award potential for achieving outstanding
performance; and
o Enhance the ability of URS Consultants, Inc. to attract and
retain highly talented and competent individuals.
1.
<PAGE>
II. HOW AWARDS ARE EARNED UNDER THE PLAN
2.
<PAGE>
II.1 GENERAL PLAN DESCRIPTION
The Plan provides the opportunity for key Employees of URS Consultants, Inc.
("URSC") to receive cash Awards based on a combination of URSC and individual
performance.
Here is an overview of how the Plan works. In general, a Target Bonus Pool is
established. This amount represents the total Awards that are expected to be
paid to selected URSC Employees if certain financial Performance Objectives for
URSC have been fully met. The Actual Bonus Pool will vary from the Target Bonus
Pool upward or downward based on URSC actual performance in relationship to its
Performance Objectives. This adjusted bonus pool is the Actual Bonus Pool, from
which Actual Award payouts will be made.
At the beginning of or during the Plan Year, certain Employees will be selected
to participate in the Plan. These individuals are referred to as "Designated
Participants." Upon selection to participate in the Plan, each Designated
Participant will be assigned a Target Award Percentage. This Target Award
Percentage, multiplied by the Participant's Base Salary earned during the Plan
Year, will equal the Participant's Target Award. This Target Award will be
earned for meeting both pre-determined URSC and individual Performance
Objectives. Individual Performance Objectives will vary based on the
Participant's role within the organization. Each Designated Participant's Actual
Award could vary from the Target Award, based on the individual's actual
performance measured against his/her Performance Objectives, subject to the
amount available for distribution from the Actual Bonus Pool.
Another key feature of the Plan is that a portion of the Actual Bonus Pool will
be set aside for discretionary Awards to selected other Employees (referred to
in the Plan as "Non-Designated Participants"), who have demonstrated outstanding
individual performance during the Plan Year.
A detailed description of how the Plan works is presented in the following
sections of this document.
1.
<PAGE>
II.2 DESIGNATED AND NON-DESIGNATED PARTICIPANTS
Plan participation is extended to selected Employees who, in the opinion of the
President of URSC and the Chief Executive Officer ("CEO") of URS Corporation
(the "Parent Company"), have the opportunity to significantly impact the annual
operating success of URSC. These Employees are the Designated Participants and
will be notified in writing of their selection to participate in the Plan. This
notification letter will be signed by both the President of URSC and the CEO of
the Parent Company.
In addition to the Designated Participants, there may be a group of other
Employees who are selected to receive Awards based on their outstanding
individual performance during the Plan Year. These other Employees are the
Non-designated Participants and will not be selected until the completion of the
Plan Year. The selection of Non-designated Participants will be determined by
the President of URSC, subject to the approval of the CEO of the Parent Company,
at their sole discretion.
II.3 TARGET BONUS POOL
A Target Bonus Pool is established, equal to the sum of all target awards for
Designated Participants plus an amount set aside for possible distribution to
Non-designated Participants. (The Awards to Non-designated Participants are
estimated at approximately 25% of the total Designated Participants' Bonus
Pool.)
This Target Bonus Pool is determined based on the current group of Designated
Participants and the anticipated group of Non-designated Participants. The
Target Pool is subject to change if the group of Designated Participants, the
group of Non-Designated Participants, or the Base Salaries of Designated
Participants change.
Subject to these potential changes, the Target Bonus Pool for the 1996 Plan Year
is established at $1,600,000.
II.4 URSC PERFORMANCE OBJECTIVES
URSC Performance Objectives are focused on the need to achieve strong operating
results (i.e., contribution), generate cash through the management of accounts
receivables (DSOs) throughout the Year and develop new business opportunities.
Accordingly, performance will be evaluated based on a combination of URSC
Contribution, Average Receivables Days Sales Outstanding (DSO) and New Sales.
2.
<PAGE>
The URSC Performance Objectives for the 1996 Plan Year are as follows:
URSC Performance Objectives
Performance Measures Performance Objectives
-------------------- ----------------------
Contribution ($000s) $14,000
Average DSO (Days) 94
New Sales ($000s) $225,789
URSC Contribution is defined as total 1995 Fiscal Year URSC revenues less:
o Direct cost of sales;
o Indirect expenses; and
o Accrual of expected Awards for both Designated and
Non-designated Participants under the Plan (i.e., the Plan
must pay for itself)
The subtraction of expected Awards from revenues in calculating contribution
under the Plan means that the Contribution Objective, for purposes of the Plan,
is calculated after all bonuses have been accrued, or assumed to have been paid.
URSC Days Sales Outstanding (DSO) is defined by the following formula:
BAR + UAR - BEC
--------------- X 90
REVENUES
where BAR is billed accounts receivable, UAR is unbilled accounts receivable,
BEC is billings in excess of cost, and REVENUES is the sum of the last three
months revenues. DSOs will be calculated monthly, and the average of the twelve
months' DSOs will equal Average DSOs.
URSC New Sales is defined as gross additions to backlog.
II.5 WEIGHTING OF URSC PERFORMANCE OBJECTIVES
The Target Bonus Pool will be weighted based on the aggregate weightings of the
individual Participants' Performance Objectives in the Plan. Contribution will
be the most heavily weighted component followed by DSO performance and New
Sales. An example of the weighting calculation is shown below.
EXAMPLE OF WEIGHTING CALCULATION (1)
The Target Bonus Pool will be weighted based on the aggregate weightings of the
individual Performance Objectives for the Designated Participants in the Plan.
The following example illustrates the weighting calculation:
3.
<PAGE>
Target Bonus Pool = $1,600,000
Portion of Target Pool determined by:
Contribution (65%) $1,045,000
DSO Performance (16%) $250,000
New Sales (19%) $305,000
(1) Weightings may be subject to change based on the Plan measures of the
Designated Participants at the end of the Plan Year.
4.
<PAGE>
<TABLE>
II.6 RELATIONSHIP BETWEEN PERFORMANCE AND THE ACTUAL BONUS
POOL
The Actual Bonus Pool will vary from the Target Bonus Pool based on the
relationship between the actual performance of URSC and the Performance
Objectives. The Actual Bonus Pool will vary in relationship to the Target Bonus
Pool based on the following table:
Relationship Between URSC Performance And
The Actual Bonus Pool As A % Of The Target Bonus Pool
<CAPTION>
URSC Contribution URSC DSO Actual
------------------------ ---------------------
Performance Actual
As A % Of Bonus Pool Bonus Pool
Performance Actual As A % Of Actual As A % Of
Objective Performance Target Pool Performance Target Pool
----------- ----------- ------------ ----------- -----------
(%) ($000s) (%) (Days) (%)
<S> <C> <C> <C> <C> <C> <C>
greater than greater than
or equal to 25% or equal to $17,500 200%(1) less than 89 200%(1)
100% $14,000 100% 94 100%
75% $10,500 30% 99 30% less than 75% less than $10,500
0% greater than 99 0%
</TABLE>
URSC New Sales
-----------------------------------------------------------
Actual
Performance Actual
As A % Of Bonus Pool
Performance Actual As A % Of
Objective Performance Target Pool
------------ ------------- ------------
(%) ($000s) (%)
greater than greater than
or equal to 125% or equal to $282,236 200%
100% $225,789 100%
75% $169,342 30%
less than 75% less than $169,342 0%
- ------------
(1) Maximum upside opportunity of 200% of the Target Bonus Pool may be raised at
the discretion of the Compensation/Option Committee ("Committee") of the Parent
Company Board of Directors. The calculation of the Actual Bonus Pool As A % Of
Target will be interpolated for performance between discrete points shown in the
table above.
5.
<PAGE>
Based on the table above, the Actual Bonus Pool could vary between 0% and 200%
of the Target Bonus Pool, depending upon actual performance in relation to
Performance Objectives and the weighting of the Performance Objectives. Accrual
of any Actual Pool tied to DSO and New Sales is contingent upon Contribution
performance being at or above 75% of the Performance Objective.
Here is an example of the calculation of an Actual Bonus pool:
EXAMPLE OF INTERPOLATION CALCULATION
To interpolate the Actual Award based on performance, apply the appropriate
formula for actual performance above or below the Performance Objective. In all
cases, solve for "X".
o For performance above objective:
(Act. Perf. - Perf. Obj.) X
- --------------------------------------- = ---------------------------------
(Max. Perf. - Perf. Obj.) (Max. Award% - Target Award%)
o For performance below objective:
(Act. Perf. - Perf. Obj.) X
- --------------------------------------- = ---------------------------------
(Min. Perf. - Perf. Obj.) (Min. Award% - Target Award%)
o Once you have solved for "X", add X to 100%.
Below is a hypothetical example:
EXAMPLE OF ACTUAL BONUS POOL CALCULATION
The following example illustrates the weighting of the Performance Objectives
and calculates the Actual Bonus Pool:
Hypothetical assumptions:
o Target Bonus Pool = $1,600,000
URSC 1996 Performance Objective Actual
--------------------- --------- ------
o Contribution $14,000 $14,400
o DSO Performance 94 Days 93 Days
o New Sales $225,789 $210,000
6.
<PAGE>
Weighting:
o Contribution portion of Target Pool = $1,045,000
o DSO portion of Target Pool = $250,000
o New Sales portion of Target Pool = $305,000
Interpolation:
o Contribution Performance = 112.0%
o DSO Performance = 120.0%
o New Sales Performance = 72.0%
Actual Bonus Pool = $1,690,000
($1,045,000 * 112.0%) + ($250,000 * 120.0%) +
($305,000 * 72.0%)
7.
<PAGE>
II.7 DISCRETIONARY BONUS POOL
It is the intent of the Plan that if the Actual Bonus Pool, as calculated in
Section II.6, should fall below 30% of the Target Bonus Pool, then a
Discretionary Bonus Pool will be created instead.
Awards from the Discretionary Pool may be made to selected Employees (both
Designated and Non-designated Participants). Awards to Designated Participants
will be calculated based on actual performance, reduced pro rata based on the
amount of the Discretionary Pool. Awards to Non-designaged Participants will be
made on a totally discretionary basis by the President of URSC, subject to the
approval of the CEO of the Parent Company. The formation of the Discretionary
Pool will not guarantee any Award payments. Rather, the Discretionary Pool will
be used to recognize selected outstanding Employees in the event that URSC does
not meet or exceed 75% of its Contribution Performance Objective. The total sum
of Awards made from the Discretionary Pool may not exceed 30% of the total
Target Bonus Pool.
II.8 ACTUAL BONUS POOL ALLOCATION
Awards will be paid from the funds available in the Actual Bonus Pool. The
portion of the pool actually allocated to Non-Designated Participants will be
determined after the end of the Plan Year at the discretion of the CEO of the
Parent Company, subject to the approval of the Committee, and may vary from the
estimated 20% of the total Actual Bonus Pool. The sum of the Actual Awards paid,
including Awards made to Non-designated Participants, may not exceed the
available Actual Bonus Pool.
II.9 TARGET AWARD PERCENTAGES
Each Designated Participant will be assigned a Target Award Percentage. This
Target Award Percentage, when multiplied by the individual's Base Salary earned
during the Plan Year, represents the anticipated payout to a Designated
Participant if all of the URSC and the individual's Performance Objectives are
met. Each Designated Participant's Target Award Percentage and individual
Performance Objectives will be included in the letter of notification mentioned
in Section II.2.
II.10 ACTUAL AWARDS FOR DESIGNATED PARTICIPANTS
Individual Performance Objectives will be assigned based on the economic unit
(i.e., URSC, a region of URSC, or an office of URSC) on which the Participant's
performance has the greatest financial impact. Each Designated Participant will
be notified of his/her economic unit, the individual Performance Objectives
associated with that unit, the weighting of those Performance Objectives, and
the relationship between individual unit performance and Award levels in the
letter of notification mentioned in Section II.2.
8.
<PAGE>
II.11 ADJUSTMENT TO ACTUAL AWARDS
It is possible that the sum of the Actual Awards for Designated Participants
could exceed the Actual Bonus Pool available for Designated Participants. This
result could happen for either one of two reasons. First, the CEO of the Parent
Company could allocate more for Awards to Non-designated Participants than was
accrued. Second, larger economic units could perform worse relative to the
smaller economic units, creating an insufficient Actual Bonus Pool. In these
cases, all Actual Awards will be reduced pro-rata by a factor determined by
dividing the Actual Bonus Pool for Designated Participants by the sum of the
individual Actual Awards for Designated Participants.
If the sum of Actual Awards is less than the Actual Bonus Pool available for
Designated Participants, there will be no upward pro-ration of Awards paid.
9.
<PAGE>
III. OTHER PLAN PROVISIONS
10.
<PAGE>
III.1 AWARD PAYMENT
Assessment of actual performance and payout of Awards will be subject to the
completion of the 1996 Year-end independent audit.
The Actual Award earned, up to and in excess of the Target Award level, will be
paid to the Participant (or the Participant's heirs in the case of death) in
cash within 30 days of the completion of the independent audit. Payroll and
other taxes will be withheld as required by law.
III.2 EMPLOYMENT
To receive an Award under the Plan, a Participant must be employed by URSC or an
Affiliate at the end of the Plan Year, except as otherwise noted below. A
Participant must also have performed his/her duties satisfactorily during the
Year, as determined by the URSC President. The Parent Company CEO will assess
the performance of the President and Executive Vice President.
III.3 TERMINATION
If Termination of a Designated Participant's employment occurs during the Plan
Year by reason of death, permanent disability, or retirement, the Designated
Participant (or the Participant's heirs in the case of death) will be eligible
to receive a pro-rata Award based on the time employed as a Participant and the
Objectives achieved for the Plan Year. Participants who have earned an Award on
this basis will receive payment on the same schedule as other Plan Participants.
A Participant whose employment with URSC or its Affiliates is terminated prior
to the end of the Plan Year for any other reason (whether voluntarily or
involuntarily) will forfeit the opportunity to earn an Award under the Plan.
III.4 OTHER PRO-RATA AWARDS
Individuals who have been selected during the Year for Plan participation and
who have a minimum of three months as a Designated Participant will be eligible
to receive a pro-rata Award based on the time employed as a Participant and the
Objectives achieved for the Plan Year, provided that the Participant is employed
by URSC or an Affiliate at Year-end.
1.
<PAGE>
III.5 PLAN FUNDING
Estimated payouts for the Plan will be accrued monthly and charged as an expense
against the income statement of URSC and its economic units. At the end of each
fiscal quarter, the estimated Actual Bonus Pool under the Plan will be evaluated
based on actual performance to date. The monthly accrual rate will then be
adjusted so that the cost of the Plan is fully accrued at Year-end.
Accrual of Awards will not imply vesting of any individual Awards to
Participants.
III.6 PLAN ADMINISTRATION
Responsibility for decisions and/or recommendations regarding Plan
administration are divided among the URSC President, the Parent Company CEO, and
the Committee. Section III.7 outlines the levels of responsibility and authority
assigned to each.
Notwithstanding the above, the Committee retains final authority regarding all
aspects of Plan administration, and the resolution of any disputes. The
Committee may, without notice, amend, suspend or revoke the Plan.
2.
<PAGE>
III.7 INCENTIVE PLAN GOVERNANCE
Parent
Company
Area of Administration CEO Committee
---------------------- ------- ---------
Overall Plan Design R A
Determination of Performance
Objectives R A
Designated Participants R A
- --------------------------------------------------------------------------------
Individual Target Awards R A
Target funding for Non-
Designated Participants R A
- --------------------------------------------------------------------------------
Certification of actual
performance against Objectives R A
Awards to Designated
Participants R A
Awards to Non-designated
Participants R
- --------------------------------------------------------------------------------
Amendment, suspension, or
termination of the Plan R A
Adjustments due to extraordinary
events R A
- --------------------------------------------------------------------------------
KEY R = Authority A = Authority
: to Recommend to Approve
- --------------------------------------------------------------------------------
3.
<PAGE>
III.8 ASSIGNMENT OF EMPLOYEE RIGHTS
No employee has a claim or right to be a Participant in the Plan, to continue as
a Participant, or to be granted an Award under the Plan. URSC is not obligated
to give uniform treatment (e.g., Target Award Percentages, discretionary Awards,
etc.) to Employees or Participants under the Plan. Participation in the Plan
does not give an Employee the right to be retained in the employment of URSC,
nor does it imply or confer any other employment rights.
Nothing contained in the Plan will be construed to create a contract of
employment with any Participant. URSC reserves the right to elect any person to
its offices and to remove Employees in any manner and upon any basis permitted
by law.
Nothing contained in the Plan will be deemed to require URSC to deposit, invest
or set aside amounts for the payment of any Awards. Participation in the Plan
does not give a Participant any ownership, security, or other rights in any
assets of URSC or any of its Affiliates.
III.9 WITHHOLDING TAX
URSC will deduct from all Awards paid under the Plan any taxes required by law
to be withheld.
III.10 EFFECTIVE DATE
The Plan is effective as of November 1, 1995, and shall remain in effect for the
Fiscal Year ending October 31, 1996 unless otherwise terminated or extended by
the Committee.
III.11 VALIDITY
In the event any provision of the Plan is held invalid, void, or unenforceable,
the same shall not affect, in any respect whatsoever, the validity of any other
provision of the Plan.
III.12 APPLICABLE LAW
The Plan shall be governed by and construed in accordance with the laws of the
State of California.
4.
<PAGE>
IV. DEFINITIONS
5.
<PAGE>
IV.1 DEFINITIONS
"Actual Bonus Pool" or "Actual Pool" refers to the calculated amount available
to be distributed to all Participants under the terms and provisions of the
Plan.
"Affiliate" refers to any entity owned partially or totally by URS Corporation
including URS Corporation.
"Award" refers to any incentive amount earned under the Plan by a Designated or
Nondesignated Participant.
"Actual Award" refers to the calculated incentive amount earned by a Participant
under the terms and provisions of the Plan, before any adjustments caused by the
size of the Actual Bonus Pool.
"Base Salary" refers to the actual base earnings of a Designated Participant for
the Plan Year exclusive of any bonus payments under this Plan or any other prior
or present commitment, including contractual arrangements, any salary advance,
any allowance or reimbursement, and the value of any basic or supplemental
Employee benefits or perquisites. Base Salary refers only to amounts earned
while a Designated Participant during the Plan Year.
"Compensation/Option Committee" or "Committee" refers to the Compensation/Option
Committee of the Board of Directors of the Parent Company.
"Designated Participant" refers to an Employee of URS Consultants designated by
the CEO of URS Corporation to participate in the Plan. Designation will be
established only in writing.
"Discretionary Bonus Pool" or "Discretionary Pool" is the total amount available
to be distributed if URS Consultants contribution does not reach or exceed
$10,500,000 (75% of the Performance Objective).
"Employee" refers to an Employee of URS Consultants, Inc.
"Fiscal Year" refers to the twelve months beginning November 1, 1995 and ending
October 31, 1996. "Non-designated Participant" refers to an Employee of URS
Consultants selected to receive an Award under the Plan on the basis of
outstanding individual performance. Employee selection will be made at the end
of the Plan Year, at the recommendation of the President of URS Consultants,
Inc. within guidelines agreed with and subject to the approval of the CEO of URS
Corporation. Unlike Designated Participants, Non-designated Participants will
not be assigned Target Award Percentages or individual Performance Objectives.
"Parent Company" refers to URS Corporation.
1.
<PAGE>
"Performance Objectives" or "Objectives" refers to the pre-established financial
goals upon which overall URS Consultants and economic unit (i.e., URS
Consultants, a region of URS Consultants, or an office of URS Consultants)
performance will be assessed.
"Plan" refers to the URS Consultants, Inc. 1996 Incentive Compensation Plan, as
described in this document. Any incentives for future years will be covered by
subsequent plan documents.
"Plan Year" or "Year" refers to the twelve months beginning November 1, 1995,
and ending October 31, 1996, over which performance is measured under this Plan.
"Target Award" refers to a Designated Participant's Target Award Percentage,
multiplied by the Participant's Base Salary earned during the Plan Year. This
amount represents the anticipated payout to the Designated Participant if all
URS Consultants and the individual's Performance Objectives are met.
"Target Award Percentage" refers to a percentage of Base Salary assigned to a
Designated Participant in accordance with the terms and provisions of the Plan.
Non-designated Participants are not assigned Target Award Percentages.
"Target Bonus Pool" or "Target Pool" refers to the sum of the Target Awards for
Designated Participants plus an estimated amount for Awards to Non-designated
Participants.
"Termination" means the Participant's ceasing his/her service with the Company
or any of its Affiliates for any reason whatsoever, whether voluntarily or
involuntarily, including by reason of death or permanent disability.
"URSC" refers to URS Consultants, Inc.
"Year-end" refers to the end of the Fiscal Year, October 31, 1996.
2.
<PAGE>
V. EXAMPLES OF PLAN OPERATION
3.
<PAGE>
EXAMPLE OF WEIGHTING CALCULATION (1)
The Target Bonus Pool will be weighted based on the aggregate weightings of the
individual Performance Objectives for the Designated Participants in the Plan.
The following example illustrates the weighting calculation:
Target Bonus Pool = $1,600,000
Portion of Target Pool determined by:
Contribution (65%) $1,045,000
DSO Performance (16%) $250,000
New Sales (19%) $305,000
(1) Weightings may be subject to change based on the Plan measures of the
Designated Participants at the end of the Plan Year.
4.
<PAGE>
<TABLE>
EXAMPLE OF ACTUAL BONUS POOL CALCULATION
The following example illustrates the weighting of the Performance Objectives
and calculates the Actual Bonus Pool:
Hypothetical assumptions:
o Target Bonus Pool = $1,600,000
<CAPTION>
URSC 1996 Performance Objective Actual
--------------------- --------- ------
<S> <C> <C>
o Contribution $14,000 $14,400
o DSO Performance 94 Days 93 Days
o New Sales $225,789 $210,000
Weighting:
o Contribution portion of Target Pool = $1,045,000
o DSO portion of Target Pool = $250,000
o New Sales portion of Target Pool = $305,000
Interpolation:
o Contribution Performance = 112.0%
o DSO Performance = 120.0%
o New Sales Performance = 72.0%
Actual Bonus Pool = $1,690,000
($1,045,000 * 112.0%) + ($250,000 * 120.0%) +
($305,000 * 72.0%)
5.
</TABLE>
<PAGE>
EXAMPLE OF ACTUAL AWARD ADJUSTMENT
The following example illustrates the Actual Award adjustment that occurs if the
sum of the individual Actual Awards is greater than the Actual Bonus Pool:
Hypothetical assumptions:
o Target Bonus Pool = $1,600,000
o Actual Bonus Pool = $1,690,000
o Sum of individual Actual Awards
(as calculated) = $2,400,000
o Actual Awards (as calculated)
- Participant A = $15,750
- Participant B = $30,000
Pro-rata reduction factor =
($1,690,000 / $2,400,000) = .70
Individual Awards (after reduction)
o Participant A =
($15,750 * .70) = $11,025
o Participant B =
($30,000 * .70) = $21,000
6.
EXHIBIT 10.9
GREINER ENGINEERING, INC.
1996 INCENTIVE COMPENSATION PLAN
1.
<PAGE>
TABLE OF CONTENTS
I. PURPOSE OF THE PLAN
II. HOW AWARDS ARE EARNED UNDER THE PLAN
III. OTHER PLAN PROVISIONS
IV. DEFINITIONS
V. EXAMPLES OF PLAN OPERATION
2.
<PAGE>
I. PURPOSE OF THE PLAN
3.
<PAGE>
I.1 PURPOSE
The Greiner Engineering, Inc. ("GEI") 1996 Incentive Compensation Plan (the
"Plan") is intended to provide incentive compensation to individuals who make
an important contribution to GEI's financial performance. Specific Plan
objectives are to:
o Focus key Employees on achieving specific financial targets;
o Reinforce a team orientation;
o Provide significant award potential for achieving outstanding
performance; and
o Enhance the ability of GEI to attract and retain highly
talented and competent individuals.
1.
<PAGE>
II. HOW AWARDS ARE EARNED UNDER THE PLAN
2.
<PAGE>
II.1 GENERAL PLAN DESCRIPTION
The Plan provides the opportunity for key Employees of GEI to receive cash
Awards based on a combination of GEI and individual performance.
Here is an overview of how the Plan works. In general, a Target Bonus Pool is
established. This amount represents the total Awards that are expected to be
paid to selected GEI Employees if certain financial Performance Objectives for
GEI have been fully met. The Actual Bonus Pool will vary from the Target Bonus
Pool upward or downward based on GEI actual performance in relationship to its
Performance Objectives. This adjusted bonus pool is the Actual Bonus Pool, from
which Actual Award payouts will be made.
Certain Employees will be selected to participate in the Plan. These individuals
are referred to as "Designated Participants." Upon selection to participate in
the Plan, each Designated Participant will be assigned a Target Award
Percentage. This Target Award Percentage, multiplied by the Participant's Base
Salary earned during the Plan Period, will equal the Participant's Target Award.
This Target Award will be earned for meeting both pre-determined GEI and
individual Performance Objectives and satisfying all conditions of the Plan.
Individual Performance Objectives will vary based on the Participant's role
within the organization. Each Designated Participant's Actual Award could vary
from the Target Award, based on the individual's actual performance measured
against his/her Performance Objectives, subject to the amount available for
distribution from the Actual Bonus Pool.
Another key feature of the Plan is that a portion of the Actual Bonus Pool will
be set aside for discretionary Awards to selected other Employees (referred to
in the Plan as "Non-Designated Participants"), who have demonstrated outstanding
individual performance during the Plan Period.
A detailed description of how the Plan works is presented in the following
sections of this document.
1.
<PAGE>
II.2 DESIGNATED AND NON-DESIGNATED PARTICIPANTS
Plan participation is extended to selected Employees who, in the opinion of the
President of GEI and the Chief Executive Officer ("CEO") of URS Corporation (the
"Parent Company"), have the opportunity to significantly impact the operating
success of GEI. These Employees are the Designated Participants and will be
notified in writing of their selection to participate in the Plan. This
notification letter will be signed by both the President of GEI and the CEO of
the Parent Company.
In addition to the Designated Participants, there may be a group of other
Employees who are selected to receive Awards based on their outstanding
individual performance during the Plan Period. These other Employees are the
Non-Designated Participants and will not be selected until the completion of the
Plan Period. The selection of Non-Designated Participants will be determined by
the President of GEI, subject to the approval of the CEO of the Parent Company,
at their sole discretion.
II.3 TARGET BONUS POOL
A Target Bonus Pool is established, equal to the sum of all target awards for
Designated Participants plus an amount set aside for possible distribution to
Non-Designated Participants.
This Target Bonus Pool is determined based on the current group of Designated
Participants and the anticipated group of Non-Designated Participants. The
Target Pool is subject to change if the group of Designated Participants, the
group of Non-Designated Participants, or the Base Salaries of Designated
Participants change.
Subject to these potential changes, the Target Bonus Pool for the 1996 Plan
Period is established at approximately $1,000,000.
II.4 GEI PERFORMANCE OBJECTIVES
GEI Performance Objectives are focused on the need to achieve strong operating
results (i.e., profit), generate cash through the management of accounts
receivables (DSOs) throughout the Period and develop new business opportunities.
Accordingly, performance will be evaluated based on a combination of GEI Profit,
Average Receivables Days Sales Outstanding (DSO) and New Sales.
2.
<PAGE>
The GEI Performance Objectives for the 1996 Plan Period are as follows:
GEI Performance Objectives
Performance Measures Performance Objectives
-------------------- ----------------------
Profit ($000s) $14,000
Average DSO (Days) 88
New Sales ($000s) $109,000
GEI Profit is defined as total 1996 GEI gross revenues less:
o Direct cost of sales;
o Indirect expenses;
o Accrual of expected Awards for both Designated and
Non-Designated Participants under the Plan (i.e., the Plan
must pay for itself) and before;
o Corporate overhead, non-operating expenses and California
Discontinued operations.
The subtraction of expected Awards from revenues in calculating profit under the
Plan means that the Profit Objective, for purposes of the Plan, is calculated
after all bonuses have been accrued, or assumed to have been paid.
GEI Days Sales Outstanding (DSO) is defined by the following formula:
BAR + UAR - BEC
--------------- X 90
REVENUES
where BAR is billed accounts receivable, UAR is unbilled accounts receivable,
BEC is billings in excess of cost, and REVENUES is the sum of the last three
months revenues. DSOs will be calculated monthly, and the average of the ten
months' DSOs will equal Average DSOs.
GEI New Sales is defined as net revenue additions to backlog, excluding
pass-through and other direct costs.
II.5 WEIGHTING OF GEI PERFORMANCE OBJECTIVES
The Target Bonus Pool will be weighted based on the aggregate weightings of the
individual Participants' Performance Objectives in the Plan. Profit will be the
most heavily weighted component followed by DSO performance and New Sales. An
example of the weighting calculation is shown below.
EXAMPLE OF WEIGHTING CALCULATION (1)
3.
<PAGE>
The Target Bonus Pool will be weighted based on the aggregate weightings of the
individual Performance Objectives for the Designated Participants in the Plan.
The following example illustrates the weighting calculation:
Target Bonus Pool = $1,000,000
Portion of Target Pool determined by:
Profit (75%) $ 750,000
DSO Performance (18%) $ 175,000
New Sales (7%) $ 75,000
(1) Weightings may be subject to change based on the Plan measures of the
Designated Participants at the end of the Plan Period.
4.
<PAGE>
II.6 RELATIONSHIP BETWEEN PERFORMANCE AND THE ACTUAL BONUS
POOL
<TABLE>
The Actual Bonus Pool will vary from the Target Bonus Pool based on the
relationship between the actual performance of GEI and the Performance
Objectives. The Actual Bonus Pool will vary in relationship to the Target Bonus
Pool based on the following table:
<CAPTION>
Relationship Between GEI Performance And
The Actual Bonus Pool As A % Of The Target Bonus Pool
GEI Profit GEI DSO Actual
--------------------------------- ------------------------------
Performance Actual
As A % Of Bonus Pool Bonus Pool
Performance Actual As A % Of Actual As A % Of
Objective Performance Target Pool Performance Target Pool
------------ ----------- ----------- ----------- ------------
(%) ($000s) (%) (Days) (%)
<S> <C> <C> <C> <C> <C> <C>
greater than greater than
or equal to 125% or equal to $17,500 200%(1) less than 83 200%(1)
100% $14,000 100% 88 100%
75% $10,500 30% 93 30% less than 75% less than $10,500
0% less than 93 0%
</TABLE>
GEI New Sales
- ---------------------------------------------------------
Actual
Performance Actual
As A % Of Bonus Pool
Performance Actual As A % Of
Objective Performance Target Pool
------------- ------------- ------------
(%) ($000s) (%)
greater than greater than
or equal to 125% or equal to $136,000 200%
100% $109,000 100%
75% $ 82,000 30%
less than 75% less than $82,000 0%
(1) The calculation of the Actual Bonus Pool As A % Of Target will be
interpolated for performance between discrete points shown in the table above.
Based on the table above, the Actual Bonus Pool could vary between 0% and 200%
of the Target Bonus Pool, depending upon actual performance in relation to
Performance Objectives and the weighting of the Performance Objectives. Accrual
of any Actual Pool tied to DSO and New Sales is contingent upon Profit
performance being at or above 75% of the Performance Objective.
Here is an example of the calculation of an Actual Bonus pool:
EXAMPLE OF INTERPOLATION CALCULATION
5.
<PAGE>
To interpolate the Actual Award based on performance, apply the appropriate
formula for actual performance above or below the Performance Objective. In all
cases, solve for "X".
o For performance above objective:
(Act. Perf. - Perf. Obj.) X
---------------------------------- = ---------------------------------
(Max. Perf. - Perf. Obj.) (Max. Award% - Target Award%)
o For performance below objective:
(Act. Perf. - Perf. Obj.) X
---------------------------------- = ---------------------------------
(Min. Perf. - Perf. Obj.) (Min. Award% - Target Award%)
o Once you have solved for "X", add X to 100%.
Below is a hypothetical example:
EXAMPLE OF ACTUAL BONUS POOL CALCULATION
The following example illustrates the weighting of the Performance Objectives
and calculates the Actual Bonus Pool:
Hypothetical assumptions:
o Target Bonus Pool = $1,000,000
GEI 1996 Performance Objective Actual
-------------------- --------- ------
($000) ($000)
o Profit $14,000 $14,400
o DSO Performance 88 Days 90 Days
o New Sales $109,000 $120,000
Weighting:
o Profit portion of Target Pool = $750,000
o DSO portion of Target Pool = $175,000
o New Sales portion of Target Pool = $ 75,000
Interpolation:
o Profit Performance = 111.0%
o DSO Performance = 60.0%
o New Sales Performance = 140.0%
Actual Bonus Pool = $1,043,000
($750,000 * 111.0%) + ($175,000 * 60.0%) +
($75,000 * 140.0%)
6.
<PAGE>
II.7 DISCRETIONARY BONUS POOL
It is the intent of the Plan that if the Actual Bonus Pool, as calculated in
Section II.6, should fall below 30% of the Target Bonus Pool, then a
Discretionary Bonus Pool will be created instead.
Awards from the Discretionary Pool may be made to selected Employees (both
Designated and Non-Designated Participants). Awards to Designated Participants
will be calculated based on actual performance, reduced pro rata based on the
amount of the Discretionary Pool. Awards to Non-Designated Participants will be
made on the recommendation of the President of GEI, subject to the approval of
the CEO of the Parent Company. The formation of the Discretionary Pool will not
guarantee any Award payments. Rather, the Discretionary Pool will be used to
recognize selected outstanding Employees in the event that GEI does not meet or
exceed 75% of its Profit Performance Objective. The total sum of Awards made
from the Discretionary Pool may not exceed 30% of the total Target Bonus Pool.
II.8 ACTUAL BONUS POOL ALLOCATION
Awards will be paid from the funds available in the Actual Bonus Pool. The
portion of the pool actually allocated to Non-Designated Participants will be
determined after the end of the Plan Period at the discretion of the CEO of the
Parent Company, subject to the approval of the Compensation/Option Committee of
the Parent Company Board of Directors ("Committee"), and may vary from the
estimated 30% of the total Actual Bonus Pool. However, the sum of the Actual
Awards paid, including Awards made to Non-Designated Participants, may not
exceed the available Actual Bonus Pool.
II.9 TARGET AWARD PERCENTAGES
Each Designated Participant will be assigned a Target Award Percentage. This
Target Award Percentage, when multiplied by the individual's Base Salary earned
during the Plan Period, represents the anticipated payout to a Designated
Participant if all of the GEI and the individual's Performance Objectives are
met and all conditions of the Plan for receiving an Award are satisfied. Each
Designated Participant's Target Award Percentage and individual Performance
Objectives will be included in the letter of notification mentioned in Section
II.2.
II.10 ACTUAL AWARDS FOR DESIGNATED PARTICIPANTS
Individual Performance Objectives will be assigned based on the economic unit
(i.e., GEI, a combination of offices of GEI, or a single office of GEI) on which
the Participant's performance has the greatest financial impact. Each Designated
Participant will be notified of his/her economic unit, the individual
Performance Objectives associated with that unit, the weighting of those
Performance Objectives, and the relationship between individual unit performance
and Award levels in the letter of notification mentioned in Section II.2.
7.
<PAGE>
II.11 ADJUSTMENT TO ACTUAL AWARDS
It is possible that the sum of the Actual Awards for Designated Participants
could exceed the Actual Bonus Pool available for Designated Participants. This
result could happen for at least either one of two reasons. First, the CEO of
the Parent Company could allocate more for Awards to Non-Designated Participants
than was accrued. Second, larger economic units could perform worse relative to
the smaller economic units, creating an insufficient Actual Bonus Pool. In these
cases, all Actual Awards will be reduced pro-rata by a factor determined by
dividing the Actual Bonus Pool for Designated Participants by the sum of the
individual Actual Awards for Designated Participants.
If the sum of Actual Awards is less than the Actual Bonus Pool available for
Designated Participants, there will be no upward pro-ration of Awards paid.
8.
<PAGE>
III. OTHER PLAN PROVISIONS
9.
<PAGE>
III.1 AWARD PAYMENT
Assessment of actual performance and payout of Awards will be subject to the
completion of the 1996 Year-end independent audit.
The Actual Award earned, up to and in excess of the Target Award level, will be
paid to the Participant (or the Participant's heirs in the case of death) in
cash within 30 days of the completion of the independent audit. Payroll and
other taxes will be withheld as required by law.
III.2 EMPLOYMENT
To receive an Award under the Plan, a Participant must be employed by GEI or an
Affiliate at the end of the Plan Period, except as otherwise noted below. A
Participant must also have performed his/her duties satisfactorily during the
Period, as determined by the GEI President. The Parent Company CEO will assess
the performance of the President.
III.3 TERMINATION
If Termination of a Designated Participant's employment occurs during the Plan
Period by reason of death, permanent disability, or retirement, the Designated
Participant (or the Participant's heirs in the case of death) will be eligible
to receive a pro-rata Award based on the time employed as a Participant and the
Objectives achieved for the Plan Period. Participants who have earned an Award
on this basis will receive payment on the same schedule as other Plan
Participants.
A Participant whose employment with GEI or its Affiliates is terminated prior to
the end of the Plan Period for any other reason (whether voluntarily or
involuntarily) is not eligible to earn an Award under the Plan. An Actual Award
is not vested, earned or payable unless a Participant is (with limited
exceptions described above) actually employed by GEI at the end of the Plan
Period and all other conditions of the plan for earning an Award have been
satisfied.
III.4 OTHER PRO-RATA AWARDS
Individuals who have been selected for Plan participation and who have a minimum
of three months as a Designated Participant will be eligible to receive a
pro-rata Award based on the time employed as a Participant and the Objectives
achieved for the Plan Period, provided that the Participant is employed by GEI
or an Affiliate at the end of the Plan Period.
1.
<PAGE>
III.5 PLAN FUNDING
Estimated payouts for the Plan will be accrued monthly and charged as an expense
against the income statement of GEI and its economic units. At the end of each
fiscal quarter, the estimated Actual Bonus Pool under the Plan will be evaluated
based on actual performance to date. The monthly accrual rate will then be
adjusted so that the cost of the Plan is fully accrued at Period-end.
Accrual of Awards will not imply vesting of any individual Awards to
Participants.
III.6 PLAN ADMINISTRATION
Responsibility for decisions and/or recommendations regarding Plan
administration are divided among the GEI President, the Parent Company CEO, and
the Committee. Section III.7 outlines the levels of responsibility and authority
assigned to each.
Notwithstanding the above, the Committee retains final authority regarding all
aspects of Plan administration, and the resolution of any disputes. The
Committee may, without notice, amend, suspend, terminate or revoke the Plan.
Until an Award has been fully earned and become fully payable upon the
expiration of the Plan Period and satisfaction of all conditions of the Plan for
an Award to be earned and become payable, the Award may be reduced or eliminated
by any such amendment, suspension, termination or revocation of the Plan.
All determinations of the President of GEI, the CEO, the Committee and any other
person administering the Plan may be made in their subjective good faith
discretion.
2.
<PAGE>
III.7 INCENTIVE PLAN GOVERNANCE
Parent
Company
Area of Administration CEO Committee
---------------------- ------- ---------
Overall Plan Design R A
Determination of Performance
Objectives R A
Designated Participants R A
- --------------------------------------------------------------------------------
Individual Target Awards R A
Target funding for Non-
Designated Participants R A
- --------------------------------------------------------------------------------
Certification of actual
performance against Objectives R A
Awards to Designated
Participants R A
Awards to Non-Designated
Participants A
- --------------------------------------------------------------------------------
Amendment, suspension, or
termination of the Plan R A
Adjustments due to extraordinary
events R A
-----------------------------------------------------------------------
KEY R = Authority A = Authority
: to Recommend to Approve
-----------------------------------------------------------------------
3.
<PAGE>
III.8 ASSIGNMENT OF EMPLOYEE RIGHTS
No employee has a claim or right to be a Participant in the Plan, to continue as
a Participant, or to be granted an Award under the Plan. GEI is not obligated to
give uniform treatment (e.g., Target Award Percentages, discretionary Awards,
etc.) to Employees or Participants under the Plan. Participation in the Plan
does not give an Employee the right to be retained in the employment of GEI, nor
does it imply or confer any other employment rights.
Nothing contained in the Plan will be construed to create a contract of
employment with any Participant. GEI reserves the right to elect any person to
its offices and to remove Employees in any manner and upon any basis permitted
by law.
Nothing contained in the Plan will be deemed to require GEI to deposit, invest
or set aside amounts for the payment of any Awards. Participation in the Plan
does not give a Participant any ownership, security, or other rights in any
assets of GEI or any of its Affiliates.
III.9 WITHHOLDING TAX
GEI will deduct from all Awards paid under the Plan any taxes and other amounts
required or permitted by law to be withheld.
III.10 EFFECTIVE DATE
The Plan is effective as of January 1, 1996, and shall remain in effect for the
Plan Period ending October 25, 1996 unless otherwise terminated, amended,
suspended, revoked or extended by the Committee.
III.11 VALIDITY
In the event any provision of the Plan is held invalid, void, or unenforceable,
the same shall not affect, in any respect whatsoever, the validity of any other
provision of the Plan.
III.12 APPLICABLE LAW
The Plan shall be governed by and construed in accordance with the laws of the
State of California.
<PAGE>
IV. DEFINITIONS
5.
<PAGE>
IV.1 DEFINITIONS
"Actual Bonus Pool" or "Actual Pool" refers to the calculated amount available
to be distributed to all Participants under the terms and provisions of the
Plan.
"Affiliate" refers to any entity owned partially or totally by URS Corporation,
including GEI and any entity owned partially or totally by GEI.
"Award" refers to any incentive amount earned under the Plan by a Designated or
NonDesignated Participant.
"Actual Award" refers to the calculated incentive amount earned by a Participant
under the terms and provisions of the Plan, before any adjustments caused by the
size of the Actual Bonus Pool.
"Base Salary" refers to the actual base earnings of a Designated Participant for
the Plan Period exclusive of any bonus payments under this Plan or any other
prior or present commitment, including contractual arrangements, any salary
advance, any allowance or reimbursement, and the value of any basic or
supplemental Employee benefits or perquisites. Base Salary refers only to
amounts earned while a Designated Participant during the Plan Period.
"Compensation/Option Committee" or "Committee" refers to the Compensation/Option
Committee of the Board of Directors of the Parent Company.
"Designated Participant" refers to an Employee of GEI designated by the
President of GEI and the CEO of the Parent Company to participate in the Plan.
Designation will be established only in writing.
"Discretionary Bonus Pool" or "Discretionary Pool" is the total amount available
to be distributed if GEI profit does not reach or exceed $10,500,000 (75% of the
Performance Objective).
"Employee" refers to an Employee of GEI.
"GEI" refers to Greiner Engineering, Inc..
1.
<PAGE>
"Non-designated Participant" refers to an Employee of GEI selected to receive an
Award under the Plan on the basis of outstanding individual performance.
Employee selection will be at the recommendation of the President of GEI within
guidelines agreed with and subject to the approval of the CEO of the Parent
Company. Unlike Designated Participants, NonDesignated Participants will not be
assigned Target Award Percentages or individual Performance Objectives.
"Parent Company" refers to URS Corporation.
"Performance Objectives" or "Objectives" refers to the pre-established financial
goals upon which overall GEI and the economic unit (i.e., GEI, a combination of
offices of GEI, or a single office of GEI) performance will be assessed.
"Plan" refers to the GEI 1996 Incentive Compensation Plan, as described in this
document. Incentives for future years, if any, will be covered by subsequent
plan documents.
"Plan Period" or "Period" refers to the approximately ten month period beginning
January 1, 1996, and ending October 25, 1996, over which performance is measured
under this Plan.
"Target Award" refers to a Designated Participant's Target Award Percentage,
multiplied by the Participant's Base Salary earned during the Plan Period. This
amount represents the anticipated payout to the Designated Participant if all
GEI and the individual's Performance Objectives are met and all conditions of
the Plan for receiving an Award are satisfied.
"Target Award Percentage" refers to a percentage of Base Salary assigned to a
Designated Participant in accordance with the terms and provisions of the Plan.
Non-Designated Participants are not assigned Target Award Percentages.
"Target Bonus Pool" or "Target Pool" refers to the sum of the Target Awards for
Designated Participants plus an estimated amount for Awards to Non-Designated
Participants.
"Termination" means the Participant's ceasing his/her service with the Company
or any of its Affiliates for any reason whatsoever, whether voluntarily or
involuntarily, including by reason of death or permanent disability.
2.
<PAGE>
V. EXAMPLES OF PLAN OPERATION
3.
<PAGE>
EXAMPLE OF WEIGHTING CALCULATION (1)
The Target Bonus Pool will be weighted based on the aggregate weightings of the
individual Performance Objectives for the Designated Participants in the Plan.
The following example illustrates the weighting calculation:
Target Bonus Pool = $1,000,000
Portion of Target Pool determined by:
Profit (75%) $750,000
DSO Performance (18%) $175,000
New Sales (7%) $ 75,000
(1) Weightings may be subject to change based on the Plan measures of the
Designated Participants at the end of the Plan Period.
4.
<PAGE>
EXAMPLE OF ACTUAL BONUS POOL CALCULATION
The following example illustrates the weighting of the Performance Objectives
and calculates the Actual Bonus Pool:
Hypothetical assumptions:
o Target Bonus Pool = $1,000,000
GEI 1996 Performance Objective Actual
-------------------- --------- ------
($000) ($000)
o Profit $14,000 $14,400
o DSO Performance 88 Days 90 Days
o New Sales $109,000 $120,000
Weighting:
o Profit portion of Target Pool = $750,000
o DSO portion of Target Pool = $175,000
o New Sales portion of Target Pool = $ 75,000
Interpolation:
o Profit Performance = 111.0%
o DSO Performance = 60.0%
o New Sales Performance = 140.0%
Actual Bonus Pool = $1,043,000
($750,000 * 111.0%) + ($175,000 * 60.0%) +
($75,000 * 140.0%)
5.
<PAGE>
EXAMPLE OF ACTUAL AWARD ADJUSTMENT
The following example illustrates the Actual Award adjustment that occurs if the
sum of the individual Actual Awards is greater than the Actual Bonus Pool:
Hypothetical assumptions:
o Target Bonus Pool = $1,000,000
o Actual Bonus Pool = $1,063,000
o Sum of individual Actual Awards
(as calculated) = $1,775,000
o Actual Awards (as calculated)
- Participant A = $15,750
- Participant B = $30,000
Pro-rata reduction factor =
($1,063,000 / $1,775,000) = .60
Individual Awards (after reduction)
o Participant A =
($15,750 * .60) = $ 9,450
o Participant B =
($30,000 * .60) = $18,000
6.
EXHIBIT 10.35
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the "Agreement") is made and entered
into as of November 6, 1996, between URS Corporation, a Delaware corporation
(the "Company"), and Robert D. Glynn, Jr. (the "Indemnitee").
WHEREAS, it is essential that the Company retain and attract as
directors and executive officers the most capable persons available;
WHEREAS, Indemnitee is an executive officer of the Company;
WHEREAS, both the Company and Indemnitee recognize the significant risk
of litigation and other claims being asserted against directors and executive
officers of public companies in today's environment;
WHEREAS, basic protection against undue risk of personal liability of
directors and executive officers heretofore has been provided through insurance
coverage providing reasonable protection at reasonable costs, and Indemnitee has
relied on the availability of such coverage; but there are no assurances that
the Company will be able to continue to obtain such insurance on terms providing
reasonable protection at reasonable cost;
WHEREAS, the By-Laws of the Company (the "By-Laws") require the Company
to indemnify directors, officers and certain other persons to the full extent
permitted by law and the Indemnitee has been serving and continues to serve as a
director and executive officer of the Company in part in reliance on the
By-Laws; and
WHEREAS, in recognition of Indemnitee's need for substantial protection
against personal liability in order to enhance Indemnitee's continued service to
the Company in an effective manner, the uncertainty of maintaining satisfactory
director and officer liability insurance coverage, and Indemnitee's reliance on
the By-Laws, and in part to provide Indemnitee with specific contractual
assurance that the protection promised by the By-Laws will be available to
Indemnitee (regardless of, among other things, any amendment to or revocation of
the ByLaws or any change in the composition of the Company's Board of Directors
or acquisition transaction relating to the Company), the Company wishes to
provide in this Agreement for the indemnification of and the advancing of
expenses to Indemnitee to the fullest extent (whether partial or complete)
permitted by law and as set forth in this Agreement, and, to the extent
insurance is maintained, for the continued coverage of Indemnitee under the
Company's directors' and officers' liability insurance policies;
NOW, THEREFORE, in consideration of the premises and of Indemnitee
continuing to serve the Company directly or, at its request, another enterprise,
and intending to be legally bound hereby, the parties hereto agree as follows:
1.
<PAGE>
1. Certain Definitions.
(a) Change in Control: shall be deemed to have
occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the "Act")), other than a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or a corporation owned directly or indirectly by the stockholders of
the Company in substantially the same proportions as their ownership of stock of
the Company, becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Act), directly or indirectly, of securities of the Company representing 20% or
more of the total voting power represented by the Company's then outstanding
Voting Securities; or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director whose election by the Board of
Directors or nomination for election by the Company's stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof; or (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other corporation, other than
a merger or consolidation which would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least 80% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all of the Company's assets.
(b) Claim: any threatened, pending or completed
action, suit or proceeding, or any inquiry or investigation, whether instituted
by the Company or any other party, that Indemnitee in good faith believes might
lead to the institution of any such action, suit or proceeding, whether civil,
criminal, administrative, investigative or other.
(c) Expenses: include attorneys' fees and all other
costs, expenses and obligations paid or incurred in connection with
investigating, defending, being a witness in or participating in (including on
appeal), or preparing to defend, be a witness in or participate in any Claim
relating to any Indemnifiable Event.
(d) Indemnifiable Event: any event or occurrence
related to the fact that Indemnitee is or was a director, officer, employee,
agent or fiduciary of the Company, or is or was serving at the request of the
Company as a director, officer, employee, trustee, agent, partnership committee
member or fiduciary of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, or by reason of anything done or not
done by Indemnitee in any such capacity.
(e) Independent Legal Counsel: an attorney or firm of
attorneys, selected in accordance with the provisions of Section 3 hereof, who
shall not have otherwise
2.
<PAGE>
performed services for the Company or Indemnitee within the last five years
(other than with respect to matters concerning the rights of Indemnitee under
this Agreement, or of other indemnitees under similar indemnity agreements).
(f) Potential Change in Control: shall be deemed to
have occurred if (i) the Company enters into an agreement, the consummation of
which would result in the occurrence of a Change in Control; (ii) any person
(including the Company) publicly announces an intention to take or to consider
taking actions which if consummated would constitute a Change in Control; (iii)
any person, other than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, who is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 9.5% or more of the combined voting power of the Company's then
outstanding Voting Securities, increases his beneficial ownership of such
securities by five percentage points (5%) or more over the percentage so owned
by such person; or (iv) the Board adopts a resolution to the effect that, for
purposes of this Agreement, a Potential Change in Control has occurred.
(g) Reviewing Party: any appropriate person or body
consisting of a member or members of the Company's Board of Directors or any
other person or body appointed by the Board who is not a party to the particular
Claim for which Indemnitee is seeking indemnification, or Independent Legal
Counsel.
(h) Voting Securities: any securities of the Company
which vote generally in the election of directors.
2. Basic Indemnification Arrangement.
(a) In the event Indemnitee was, is or becomes a
party to or witness or other participant in, or is threatened to be made a party
to or witness or other participant in, a Claim by reason of (or arising in part
out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the
fullest extent permitted by law as soon as practicable but in any event no later
than thirty (30) days after written demand is presented to the Company, against
any and all Expenses, judgments, fines, penalties and amounts paid in settlement
(including all interest, assessments and other charges paid or payable in
connection with or in respect of such Expenses, judgments, fines, penalties or
amounts paid in settlement) of such Claim. If so requested by Indemnitee, the
Company shall advance (within ten (10) business days of such request) any and
all Expenses to Indemnitee (an "Expense Advance"). Notwithstanding anything in
this Agreement to the contrary, Indemnitee shall not be entitled to
indemnification pursuant to this Agreement in connection with (i) liability
under Section 16(b) of the Act or under federal or state securities laws for
"insider trading", (ii) conduct finally adjudged as constituting active or
deliberate dishonesty or willful fraud or illegality, or (iii) conduct finally
adjudged as producing an unlawful personal benefit. Notwithstanding anything in
this Agreement to the contrary, prior to a Change in Control, Indemnitee shall
not be entitled to indemnification
3.
<PAGE>
pursuant to this Agreement in connection with any Claim initiated by Indemnitee
unless the Board of Directors has authorized or consented to the initiation of
such Claim.
(b) Notwithstanding the foregoing, (i) the
obligations of the Company under Section 2(a) hereof shall be subject to the
condition that the Reviewing Party shall not have determined (in a written
opinion, in any case in which the Independent Legal Counsel referred to in
Section 3 hereof is involved) that Indemnitee would not be permitted to be
indemnified under applicable law, and (ii) the obligation of the Company to make
an Expense Advance pursuant to Section 2(a) hereof shall be subject to the
condition that, if, when and to the extent that the Reviewing Party determines
that Indemnitee would not be permitted to be so indemnified under applicable
law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby
agrees to reimburse the Company) for all such amounts theretofore paid;
provided, however, that if Indemnitee has commenced or thereafter commences
legal proceedings in a court of competent jurisdiction to secure a determination
that Indemnitee should be indemnified under applicable law, any determination
made by the Reviewing Party that Indemnitee would not be permitted to be
indemnified under applicable law shall not be binding and Indemnitee shall not
be required to reimburse the Company for any Expense Advance until a final
judicial determination is made with respect thereto (as to which all rights of
appeal therefrom have been exhausted or lapsed). If there has not been a Change
in Control, the Reviewing Party shall be selected by the Board of Directors, and
if there has been such a Change in Control (other than a Change in Control which
has been approved by a majority of the Company's Board of Directors who were
directors immediately prior to such Change in Control), the Reviewing Party
shall be the Independent Legal Counsel referred to in Section 3 hereof. If there
has been no determination by the Reviewing Party within thirty days (30) after
written demand for indemnification has been made under Section 2(a) hereof or if
the Reviewing Party determines that Indemnitee substantively would not be
permitted to be indemnified in whole or in part under applicable law, Indemnitee
shall have the right to commence litigation in any court in the State of
California or the State of Delaware having subject matter jurisdiction thereof
and in which venue is proper seeking an initial determination by the court or
challenging any such determination by the Reviewing Party or any aspect thereof,
including the legal or factual bases therefor, and the Company hereby consents
to service of process and to appear in any such proceeding. Any determination by
the Reviewing Party otherwise shall be conclusive and binding on the Company and
Indemnitee.
3. Change in Control.
If there is a Change in Control of the Company (other
than a Change in Control which has been approved by a majority of the Company's
Board of Directors who were directors immediately prior to such Change in
Control) then with respect to all matters thereafter arising concerning the
rights of Indemnitee to indemnity payments and Expense Advances under the
By-Laws, this Agreement or any other agreement or Company By-Law now or
hereafter in effect relating to Claims for Indemnifiable Events, the Company
shall seek legal advice only from Independent Legal Counsel selected by
Indemnitee and approved by the Company (which approval shall not be unreasonably
withheld). Such counsel, among other things, shall render its written opinion to
the Company and Indemnitee as to whether and to what extent the
4.
<PAGE>
Indemnitee would be permitted to be indemnified under applicable law. The
Company shall pay the reasonable fees of the Independent Legal Counsel referred
to above and fully indemnify such counsel against any and all expenses
(including attorneys' fees), claims, liabilities and damages arising out of or
relating to this Agreement or its engagement pursuant hereto.
4. Establishment of Trust.
In the event of a Potential Change in Control, the
Company shall, upon written request by Indemnitee, create a trust for the
benefit of Indemnitee and from time to time upon written request of Indemnitee
shall fund such trust in an amount sufficient to satisfy any and all Expenses
reasonably anticipated at the time of each such request to be incurred in
connection with investigating, preparing for and defending any Claim relating to
an Indemnifiable Event, and any and all judgments, fines, penalties and
settlement amounts of any and all Claims relating to an Indemnifiable Event from
time to time actually paid or claimed, reasonably anticipated or proposed to be
paid; provided that in no event shall more than $100,000 be required to be
deposited in any trust created hereunder in excess of amounts deposited in
respect of reasonably anticipated Expenses. The amount or amounts to be
deposited in the trust pursuant to the foregoing funding obligation shall be
determined by the Reviewing Party. The terms of the trust shall provide that (i)
the trust shall be irrevocable, (ii) the trustee shall advance, within two (2)
business days of a request by the Indemnitee, any and all Expenses to the
Indemnitee (and the Indemnitee hereby agrees to reimburse the trust under the
circumstances under which the Indemnitee would be required to reimburse the
Company under Section 2(b) hereof, (iii) the trust shall continue to be funded
by the Company in accordance with the funding obligation set forth above, (iv)
the trustee shall promptly pay to Indemnitee all amounts for which Indemnitee
shall be entitled to indemnification pursuant to this Agreement or otherwise,
and (v) upon a final determination by the Reviewing Party or a court of
competent jurisdiction, as the case may be, that Indemnitee has been fully
indemnified under the terms of this Agreement, all unexpended funds in such
trust shall be returned to the Company. The trustee shall be chosen by
Indemnitee. Notwithstanding anything in this Agreement to the contrary, other
than to the extent of the amount of funds in the trust corpus, the Company shall
have no obligation to indemnify Indemnitee under this Agreement.
5. Indemnification for Additional Expenses.
The Company shall indemnify Indemnitee against any
and all expenses (including attorneys' fees) and, if requested by Indemnitee,
shall (within five (5) business days of such request) advance such expenses to
Indemnitee which are incurred by Indemnitee in connection with any action
brought by Indemnitee for (i) indemnification or advance payment of Expenses by
the Company under this Agreement, the By-Laws or any other agreement or Company
By-Law now or hereafter in effect relating to Claims for Indemnifiable Events
and/or (ii) recovery under any directors' and officers' liability insurance
policies maintained by the Company, regardless of whether Indemnitee ultimately
is determined to be entitled to such indemnification, advance expense payment or
insurance recovery, as the case may be.
5.
<PAGE>
6. Partial Indemnity, Etc.
If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of the
Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim
but not, however, for all of the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled. Moreover, notwithstanding any other provision of this Agreement, to
the extent that Indemnitee has been successful on the merits or otherwise in
defense of any or all Claims relating in whole or in part to an Indemnifiable
Event or in defense of any issue or matter therein, including dismissal without
prejudice, Indemnitee shall be indemnified against all Expenses incurred in
connection therewith.
7. Burden of Proof.
In connection with any determination by the Reviewing
Party or otherwise as to whether Indemnitee is entitled to be indemnified
hereunder, the burden of proof shall be on the Company to establish that
Indemnitee is not so entitled.
8. No Presumptions.
For purposes of this Agreement, the termination of
any claim, action, suit or proceeding by judgment, order, settlement (whether
with or without court approval) or conviction, or upon a plea of nolo
contendere, or its equivalent, shall not create a presumption that Indemnitee
did not meet any particular standard of conduct or have any particular belief or
that a court has determined that indemnification is not permitted by applicable
law. In addition, neither the failure of the Reviewing Party to have made a
determination as to whether Indemnitee has met any particular standard of
conduct or had any particular belief, nor an actual determination by the
Reviewing Party that Indemnitee has not met such standard of conduct or did not
have such belief, prior to the commencement of legal proceedings by Indemnitee
to secure a judicial determination that Indemnitee should be indemnified under
applicable law shall be a defense to Indemnitee's claim or create a presumption
that Indemnitee has not met any particular standard of conduct or did not have
any particular belief.
9. Nonexclusivity, Etc.
The rights of the Indemnitee hereunder shall be in
addition to any other rights Indemnitee may have under the By-Laws or the
Delaware General Corporation Law (the "Law") or otherwise. To the extent that a
change in the Law (whether by statute or judicial decision) permits greater
indemnification by agreement than would be afforded currently under the By-Laws
and this Agreement, it is the intent of the parties hereto that Indemnitee shall
enjoy by this Agreement the greater benefits so afforded by such change.
6.
<PAGE>
10. Liability Insurance.
To the extent the Company maintains an insurance
policy or policies providing directors' and officers' liability insurance,
Indemnitee shall be covered by such policy or policies, in accordance with its
or their terms, to the maximum extent of the coverage available for any Company
director or officer.
11. Period of Limitations.
No legal action shall be brought and no cause of
action shall be asserted by or in the right of the Company against Indemnitee,
Indemnitee's spouse, heirs, executors or personal or legal representatives after
the expiration of two (2) years from the date of accrual of such cause of
action, and any claim or cause of action of the Company shall be extinguished
and deemed released unless asserted by the timely filing of a legal action
within such two-year period; provided, however, that if any shorter period of
limitations is otherwise applicable to any such cause of action such shorter
period shall govern.
12. Amendments, Etc.
No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver.
13. Subrogation.
In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights including the execution
of such documents necessary to enable the Company effectively to bring suit to
enforce such rights.
14. No Duplication of Payments.
The Company shall not be liable under this Agreement
to make any payment in connection with any Claim made against Indemnitee to the
extent Indemnitee has otherwise actually received payment (under any insurance
policy, the Company By-Laws or otherwise) of the amounts otherwise indemnifiable
hereunder.
15. Binding Effect, Etc.
This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors, assigns, including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business
and/or assets of the Company, spouses, heirs, executors and personal and legal
7.
<PAGE>
representatives. This Agreement shall continue in effect regardless of whether
Indemnitee continues to serve as an executive officer or director of the Company
or of any other enterprise at the Company's request.
16. Severability.
The provisions of this Agreement shall be severable
in the event that any of the provisions hereof (including any provision within a
single section, paragraph or sentence) is held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable in any respect, and
the validity and enforceability of any such provision in every other respect and
of the remaining provisions hereof shall not be in any way impaired and shall
remain enforceable to the fullest extent permitted by law.
17. Governing Law.
This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed in such state without giving effect to the
principles of conflicts of laws.
In Witness Whereof, the parties hereto have executed this Agreement as
of the day and year first above written.
URS CORPORATION
By: /s/ Kent P. Ainsworth
-------------------------------------
Kent P. Ainsworth
Executive Vice President, Chief
Financial Officer and Secretary
INDEMNITEE
/s/ Robert D. Glynn, Jr.
-------------------------------------
Robert D. Glynn, Jr.
8.
<TABLE>
URS CORPORATION AND SUBSIDIARY COMPANIES
The Company and its subsidiaries, excluding spun-off companies, as of
January 9, 1997 are, as follows:
<CAPTION>
State of Percent of Stock
Parent and Subsidiaries Incorporation Owned by URS
- ----------------------- ------------- ----------------------
<S> <C> <C>
URS Corporation (Parent) Delaware ----
URS Greiner Consultants, Inc. Delaware 100
URS Greiner Operating Services, Inc. Delaware 100
URS Acquisition Corporation Nevada 100
URS Greiner Engineering, Inc. Nevada 100
URS Telecommunications, Inc. Delaware 100 (12)
URS Consultants, Inc. - Florida Florida 100 (4) (12)
URS Greiner, Inc. - California California 100 (1)
URS Greiner Consultants, Inc. New York 100 (1)
URS Greiner, Inc. - Washington Washington 100 (1)
URS Greiner Consultants, Inc. - Colorado Colorado 100 (1)
URS Greiner, Inc. - Ohio Ohio 100 (1)
Coverdale & Colpitts, Inc. New York 100 (4) (12)
Thortec Environmental Systems, Inc. California 100 (12)
URS Consultants, Inc. - Texas Texas 100 (1) (12)
URS Consultants, Inc. - Ingenieria Delaware 100 (12)
Forrest & Cotton International Texas 100 (12)
URS Company - Kansas City Missouri 100 (12)
Hospital Development Corp. Missouri 100 (3) (12)
Thortec Environmental Systems, Inc. Delaware 100 (12)
Mitchell Management Systems, Inc. Delaware 100 (12)
URS de Mexico Mexico 100 (2)(12)
E.C. Driver & Associates, Inc. Florida 100 (5)
GEL, Inc. Nevada 100(6)
GIC Services, Inc. Nevada 100(6)
<PAGE>
GIE, Inc. Nevada 100(6)
GM Services LLC Nevada 100(7)
GPI, Inc. Nevada 100(7)
URS Greiner, Inc. Delaware 100(6)
Greiner Limited Hong Kong 100(8)
Greiner Engineering Limited Hong Kong 100(8)
Greiner FSC, Inc. Barbados 100(6)
Greiner Licensing Corp. Delaware 100(6)
Greiner (Malaysia) Sdn Bhd Malaysia 100(9)
M & M Aerial Surveys, Inc. California 100(6)(12)
SP Group/Southwest, Inc. Texas 100(6)(12)
URS Greiner, Inc. Colorado 100(6)
URS Greiner, Inc. Connecticut 100(6)
URS Greiner, Inc. Maryland 100(6)
URS Greiner, Inc. New York 100(10)
URS Greiner, Inc. Great Lakes Michigan 100(6)
URS Greiner, Inc. Pacific Nevada 100(6)
URS Greiner, Inc. Puerto Rico Puerto Rico 100(11)
URS Greiner, Inc. Southern California 100(6)
URS Greiner, Inc. Southwest Arizona 100(6)
URS Greiner, Inc. West Coast California 100(6)
<FN>
(1) Owned by URS Greiner Consultants, Inc. (Delaware)
(2) Owned equally by URS Greiner, Inc. - California and URS Consultants, Inc. - Ingenieria
(3) Owned by URS Company - Kansas City
(4) Owned by URS Greiner Consultants, Inc. (New York)
(5) Owned by URS Consultants, Inc. - Florida
(6) Owned by URS Greiner Engineering, Inc.
(7) Owned equally by GIC Services, Inc. And Greiner (Malaysia) Sdn Bhd
(8) Owned equally by URS Greiner Engineering, Inc. and Greiner International Limited
(9) Owned by GIE, Inc.
(10) Owned by URS Greiner, Inc. (Connecticut)
(11) Owned by URS Greiner, Inc. (Delaware)
(12) Inactive
</FN>
</TABLE>
Coopers Coopers & Lybrand L.L.P.
& Lybrand a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the following registration
statements of URS Corporation on:
Form S-8 (File No. 2-63576) for 41,825 common shares related to the
1979 Stock Option Plan filed February 8, 1980.
Form S-8 (File No. 2-99410) for 50,000 common shares related to the
1985 Employee Stock Purchase Plan filed August 1, 1985.
Form S-8 (File No. 33-42192) for 261,177 common shares related to the
1985 Employee Stock Purchase Plan filed August 31, 1991.
Form S-8 (File No. 33-41047) for 1,000,000 common shares related to the
1979 Stock Incentive Plan filed June 7, 1991
Form S-8 (File No. 33-61230) for 500,000 common shares related to the
1991 Stock Incentive Plan filed April 1, 1993
of our report dated December 17, 1996, on our audits of the consolidated
financial statements of URS Corporation and its subsidiaries as of October 31,
1996 and 1995, and for the years ended October 31, 1996, 1995 and 1994, which
report is included in this Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
-----------------------------------
Coopers & Lybrand L.L.P.
San Francisco, California
January 6, 1997
Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a
limited liability association incorporated in Switzerland.
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes
and appoints any one of MARTIN M. KOFFEL and KENT P. AINSWORTH, each with full
power to act without the other, as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Annual Report on
SEC Form 10-K for fiscal year 1996 of URS Corporation, and any or all amendments
thereto, and to file the same with all the exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all extents and purposes as he might or could do in
person, thereby ratifying and confirming all that such attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
This Power of Attorney may be executed in separate
counterparts.
Dated: December 17, 1996.
/s/ Richard C. Blum /s/ S. Robert Foley
- -------------------------- --------------------------
Richard C. Blum S. Robert Foley
Director Director
/s/ Emmet J. Cashin, Jr. /s/ Robert D. Glynn, Jr.
- -------------------------- --------------------------
Emmet J. Cashin, Jr. Robert D. Glynn, Jr.
Director Director
/s/ Robert L. Costello /s/ Martin M. Koffel
- -------------------------- --------------------------
Robert L. Costello Martin M. Koffel
Director Director
/s/ Armen Der Marderosian /s/ Richard B. Madden
- -------------------------- --------------------------
Armen Der Marderosian Richard B. Madden
Director Director
<PAGE>
/s/ Richard Q. Praeger /s/ William D. Walsh
- -------------------------- --------------------------
Richard Q. Praeger William D. Walsh
Director Director
/s/ Irwin L. Rosenstein
- --------------------------
Irwin L. Rosenstein
Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<CASH> 22,370
<SECURITIES> 0
<RECEIVABLES> 80,796
<ALLOWANCES> (8,379)
<INVENTORY> 0
<CURRENT-ASSETS> 127,887
<PP&E> 23,423
<DEPRECIATION> (7,608)
<TOTAL-ASSETS> 185,607
<CURRENT-LIABILITIES> 70,315
<BONDS> 55,369
<COMMON> 88
0
0
<OTHER-SE> 56,608
<TOTAL-LIABILITY-AND-EQUITY> 185,607
<SALES> 0
<TOTAL-REVENUES> 305,470
<CGS> 0
<TOTAL-COSTS> 187,129
<OTHER-EXPENSES> 106,286
<LOSS-PROVISION> 1,517
<INTEREST-EXPENSE> 3,897
<INCOME-PRETAX> 12,055
<INCOME-TAX> 4,700
<INCOME-CONTINUING> 7,355
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,355
<EPS-PRIMARY> 0.82
<EPS-DILUTED> 0.80
</TABLE>
