SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment no. 1)
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the [X] Definitive
Proxy Statement Commission Only (as permitted by [ ] Definitive Additional
Materials Rule 14a-6(e)(2)) [ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
URS CORPORATION
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
URS CORPORATION
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transactions applies:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date filed:
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<PAGE>
February 17, 1998
Dear Stockholder:
You are cordially invited to attend the 1998 Annual Meeting of
Stockholders on Tuesday, March 24, 1998, beginning at 9:30 A.M. Pacific Standard
Time, at the Mandarin Oriental Hotel, 222 Sansome Street, San Francisco,
California.
Holders of URS Corporation common stock are being asked to
vote on all of the matters presented in the attached Notice of Annual Meeting of
Stockholders. Whether or not you plan to attend the meeting in person, it is
important that your shares of URS Corporation common stock be represented and
voted at the meeting. Accordingly, after reading the attached Notice of Annual
Meeting and Proxy Statement, please sign and date the enclosed proxy card and
mail it in the envelope provided.
We hope you can join us on March 24.
Very truly yours,
/s/ Martin M. Koffel
<PAGE>
URS CORPORATION
100 California Street, Suite 500
San Francisco, California 94111-4529
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 24, 1998
The Annual Meeting of Stockholders of URS Corporation will be
held on Tuesday, March 24, 1998, at 9:30 A.M., Pacific Standard Time, at the
Mandarin Oriental Hotel, 222 Sansome Street, San Francisco, California for the
following purposes:
1. To elect directors;
2. To consider approval of an amendment to the URS Corporation
Employee Stock Purchase Plan;
3. To consider approval of an amendment to the URS Corporation
1991 Stock Incentive Plan;
4. To consider ratification of the selection of Coopers &
Lybrand L.L.P. as URS Corporation's independent auditors for fiscal
year 1998; and
5. To transact such other business as may properly come before
the meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on
February 5, 1998 as the record date for determining the stockholders who will be
entitled to notice of, and to vote at, the Annual Meeting and any adjournment
thereof. A complete list of stockholders entitled to vote will be available at
the offices of URS Corporation, 100 California Street, Suite 500, San Francisco,
California 94111-4529 for ten days prior to the meeting.
IF YOU ARE UNABLE TO BE PRESENT AT THE MEETING, YOU ARE
REQUESTED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE SO
THAT YOUR SHARES WILL BE REPRESENTED.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kent P. Ainsworth
Kent P. Ainsworth, Secretary
February 17, 1998
<PAGE>
URS CORPORATION
------------------------
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors
of URS Corporation, a Delaware corporation (the "Company"), to be used in voting
at the Annual Meeting of Stockholders to be held at 9:30 A.M. on Tuesday, March
24, 1998, at the Mandarin Oriental Hotel, 222 Sansome Street, San Francisco,
California and at any adjournment of such meeting.
The record date for the determination of stockholders entitled
to notice of, and to vote at, the Annual Meeting or any adjournment thereof has
been fixed at February 5, 1998. As of that date, 14,801,274 shares of the
Company's common stock ("Common Stock") were outstanding. Each share of Common
Stock is entitled to one vote on all matters presented.
Any proxy given may be revoked by a stockholder at any time
before it is voted by filing with the Secretary of the Company a notice in
writing revoking it, by duly executing a proxy bearing a later date, or by
attending and voting in person at the Meeting. Subject to any such revocation,
all shares represented at the Meeting by properly executed proxies will be voted
in accordance with the specifications on the proxy. If no specification is made,
the shares will be voted FOR (i) election of the nominees named herein as
Directors, (ii) approval of the amendment of the URS Corporation Employee Stock
Purchase Plan, (iii) approval of the amendment of the URS Corporation 1991 Stock
Incentive Plan, and (iv) ratification of the selection of Coopers & Lybrand
L.L.P. as the independent auditors for the Company for fiscal year 1998.
The Company will bear the expense of preparing, printing and
mailing this Proxy Statement and the proxies solicited hereby and will reimburse
banks, brokerage firms and nominees holding shares of record for their
reasonable expenses in forwarding solicitation materials to beneficial owners of
such shares. In addition to the solicitation of proxies by mail, officers and
regular employees of the Company may communicate with stockholders either in
person or by telecommunication for the purpose of soliciting such proxies, but
no additional compensation will be paid for such solicitation.
This Proxy Statement, the accompanying proxy and the Company's
1997 Annual Report are being sent to stockholders on or about February 13, 1998.
A copy of the Company's Annual Report on Form 10-K for its fiscal year ended
October 31, 1997 may be obtained upon written request addressed to the Secretary
at the Company's principal executive offices located at 100 California Street,
Suite 500, San Francisco, California 94111-4529. Copies of the exhibits to the
Form 10-K may be obtained upon written request addressed to the Secretary at the
above address and the payment of $0.25 per page for photocopying.
ELECTION OF DIRECTORS
Directors will be elected to hold office until the next annual
meeting of stockholders or until their successors shall have been elected.
Although Management anticipates that all of the nominees will be able to serve,
if any nominee is unable or unwilling to serve at the time of the Meeting, the
proxy will be voted for a substitute nominee chosen by Management, or the number
of directors to be elected may be reduced in accordance with the Company's
By-Laws.
1.
<PAGE>
<TABLE>
All of the nominees are presently directors of the Company.
Set forth below are the names and ages of the nominees, the principal occupation
of each nominee at present and for at least the past five years, certain
directorships held by each and the year in which each became a director of the
Company.
<CAPTION>
Year
First
Name of Director Principal Occupation Age Elected
- ---------------- -------------------- --- -------
<S> <C> <C> <C>
Richard C. Blum Chairman and President, Richard C. Blum & 62 1975
Associates, Inc. ("RCBA, Inc."), the sole general
partner of Richard C. Blum & Associates, L.P., a
merchant banking firm ("RCBA, L.P."); Vice
Chairman of the Board of Directors and financial
consultant to the Company; Director of National
Education Corporation from 1985 to 1997; Director
of Sumitomo Bank of California from 1987 to 1997;
Director of Northwest Airlines Corporation since
1989; Director of Shaklee Corporation since 1990;
Director of CB Commercial since 1993.
Robert L. Costello Executive Vice President of URS Greiner ("URSG"), 46 1996
one of the Company's principal operating
divisions, since 1996; Vice President and Director
of the Company since 1996; Director and Chief
Executive Officer of Greiner Engineering, Inc.
("GEI") from August 1995 to March 1996; President
and Chief Operating Officer of GEI from February
1994 to August 1995; Vice President and Chief
Financial Officer of GEI from 1987 to February
1994.
Armen Senior Vice President, Technology and Systems, GTE 60 1994
Der Marderosian Corporation since 1995; Executive Vice President
and General Manager, 1993 to 1995, GTE Government
Systems Corporation.
Admiral S. Robert Vice President, Raytheon International Inc. and 69 1994
Foley, Jr., USN (Ret.) President, Raytheon Japan since January 1995;
Director of New Japan Radio Company since 1995;
Vice President, Commercial Marketing and Planning,
Raytheon Corporation, 1991 to 1993; Commander-In-
Chief, U.S. Pacific Fleet, United States Navy,
1982 to 1985.
Robert D. Glynn, Jr. President and Chief Executive Officer since June 55 1996
1997, Director since December 1996 and Chairman
since January 1998 of PG&E Corporation (which in
January 1997 became the holding company for
Pacific Gas and Electric Company, Pacific Gas
Transmission Company and PG&E Enterprises);
President, Chief Operating
2.
<PAGE>
Officer and Director since 1995 and Chairman since
January 1998 of Pacific Gas and Electric Company;
Executive Vice President from July 1994 to 1995;
Senior Vice President from 1991 to 1994.
Senator J. Bennett Chairman of Johnston Development Co. since 1997; 65 1997
Johnston Chairman of Johnston & Associates, L.L.C. since
1997; United States Senator (D-LA) 1972 to 1996;
Chairman of the Senate Committee on Energy and
Natural Resources for eight years; Director of
Chevron Corp. since 1997; Director of Columbia
Energy Group since 1997; Director of Freeport
McMoran Copper and Gold since 1997.
Martin M. Koffel Chief Executive Officer and President of the 58 1989
Company since May 1989; Chairman of the Board
since June 1989.
Richard B. Madden Retired Chairman, since 1994, Chairman, from 1977 68 1992
to 1994, and Chief Executive Officer, from 1971 to
1994, of Potlatch Corporation; Director of
Potlatch Corporation since 1971; Director of PG&E
Corporation since 1997 and Pacific Gas and
Electric Company since 1977; Director of CNF
Transportation Inc. since 1992.
Jean-Yves Perez President of Woodward-Clyde ("WC"), one of the 52 1997
Company's principal operating divisions, since
November 1997; President, Chief Executive Officer
and Director of Woodward-Clyde Group, Inc. from
1987 to November 1997; President of GCH
Acquisition Corporation, a subsidiary of
Woodward-Clyde Group, Inc., since 1995.
Richard Q. Praeger Management and engineering consultant since 1974; 73 1970
Owner, Transition Books, a book store, since 1979;
prior to November 1974, President, URS/Madigan-
Praeger, Incorporated.
Irwin L. Rosenstein President of URSG, since February 1989; Vice 61 1989
President of the Company since 1987.
Frank S. Waller Chairman of WC since November 1997; Chairman of 61 1997
the Board of Woodward-Clyde Group, Inc. from 1992
to November 1997 and Director of Woodward-Clyde
Group, Inc. from 1986 to November 1997; principal
of Woodward-Clyde Consultants, a subsidiary of
Woodward-Clyde Group, Inc., from 1970 to November
1997.
3.
<PAGE>
William D. Walsh President, Chief Executive Officer and General 67 1988
Partner, Sequoia Associates, a private investment
firm, since 1982; Chairman of the Board since 1996
and Director from 1994 to 1996 of Consolidated
Freightways Corporation; Chairman of the Board of
Newell Manufacturing Corporation and Newell
Industrial Corporation since 1988; Chairman of the
Board of Clayton Group, Inc. since 1996; Chairman
of the Board of Golden Valley Farms LLC since
1996; Director of Newcourt Credit Group since
1993; Director of Basic Vegetable Products since
1990; Director of Crown Vantage, Inc. since 1996;
Director of Unova, Inc. since 1997.
</TABLE>
During fiscal year 1997, the Board of Directors held five
meetings. The Board of Directors has a Compensation/Option Committee, an Audit
Committee and a Board Affairs Committee. Each Director attended at least 75
percent of the aggregate of (1) the total number of the meetings of the Board of
Directors (held during the period for which he has been a Director) and (2) the
total number of meetings held by all the committees of the Board of Directors on
which he served (during the periods that he served).
The Compensation/Option Committee consists of Mr. Madden,
Chairman, and Messrs. Glynn and Walsh. The Compensation/Option Committee held
three meetings during fiscal year 1997. The primary responsibilities of the
Compensation/Option Committee are to approve remuneration plans and other
executive benefits and to administer the incentive compensation plans maintained
by the Company and its subsidiaries and the Company's Employee Stock Purchase
Plan and the 1991 Stock Incentive Plan.
The Audit Committee consists of Mr. Der Marderosian, Chairman,
and Senator Johnston, Mr. Praeger and Admiral Foley. The Audit Committee held
two meetings during fiscal year 1997. The primary responsibilities of the Audit
Committee are to direct and approve the scope of the auditors' annual
examination of the Company's consolidated financial statements, review with the
auditors the results for the year, discuss any outstanding issues with the
auditors and approve the auditor's fee.
The Board Affairs Committee (previously called the Nominating
Committee) consists of Mr. Walsh, Chairman, and Messrs. Koffel and Madden. The
Board Affairs Committee held two meetings during fiscal year 1997. The primary
responsibilities of the Board Affairs Committee are to identify, evaluate,
review and recommend qualified candidates to the entire Board of Directors, to
recommend to the Board of Directors prior to each annual meeting of stockholders
(or other meeting of stockholders at which Directors are to be elected) a slate
of nominees, to recommend an individual or individuals to fill any vacancy on
the Board of Directors, and to make an annual assessment of the performance of
the Board of Directors (including committees) and present the results to the
Board of Directors with any recommendations to improve the effectiveness or the
balance of expertise of the members. The Board Affairs Committee also has
responsibility to conduct periodic reviews of the Company's corporate governance
guidelines and other corporate governance issues that may, from time to time,
merit consideration by the entire Board of Directors. The Board Affairs
Committee will consider
4.
<PAGE>
nominees recommended by security holders. Any security holder who wishes to
recommend a nominee for membership on the Company's Board of Directors must
submit such nomination in writing to Mr. William D. Walsh, Chairman of the Board
Affairs Committee, in care of the Company at its principal executive offices.
All such nominations will be thoroughly reviewed by the Board Affairs Committee.
5.
<PAGE>
EXECUTIVE COMPENSATION
Report of the Compensation/Option Committee On Executive Compensation
The Compensation/Option Committee (the "Committee") has the
responsibility, under delegated authority from the Company's Board of Directors,
for developing, administering and monitoring the executive compensation policies
of the Company in the long term interests of the Company and its stockholders.
The Committee is composed solely of independent non-employee Directors of the
Company. In fulfilling its responsibilities, the Committee has used the services
of independent compensation consultants.
With the approval of the Committee, the Company has developed
compensation plans and programs designed to attract and retain qualified key
executives and senior managers critical to the Company's success, and also to
provide such executives and managers with performance-based incentives clearly
tied to Company profitability and stockholder returns. Compensation of the
Company's executives, including the Chief Executive Officer, consists of three
basic components: base compensation, annual bonuses and long-term incentive
awards.
Base Compensation
Officer base compensation is established through negotiation
between the Company and the executive at the time the executive is first hired,
subject to Committee approval. Officer base salaries are currently regularly
reviewed and adjusted as needed based on individual performance and competitive
practices.
Of the Company's senior executives named in the following
Summary Compensation Table (collectively the "Named Executives"), Messrs.
Koffel, Rosenstein, Ainsworth and Costello have received employment contracts
which provide for a minimum base salary and other base compensation benefits
(see "Employment Agreements"). Under such contracts, base salaries are subject
to periodic review and possible increase by the Committee, but cannot be
decreased without the Named Executive's consent. Base salaries of all other
executives and senior managers are subject to periodic review and increase or
decrease by the Company's Chief Executive Officer at his option, within the
overall framework of the compensation policies established by the Committee.
When establishing or reviewing base compensation levels for
the Named Executives, the Committee considers numerous factors, including but
not limited to the following: (i) the qualifications of the executive; (ii)
whether the base compensation is within a reasonable range of executive pay
levels at other publicly and privately-held companies which potentially compete
with the Company for business and executive talent; (iii) the financial
performance of those companies relative to the Company; (iv) the Company's
strategic goals for which the executive has responsibility, and (v) the
recommendations of the Company's Chief Executive Officer (except with respect to
his own base compensation). While the Committee, as discussed above, considers
prevailing compensation levels and practices at other publicly and
privately-held companies, such companies are not necessarily those identified in
the stockholder return peer group discussed in the "Stockholder Return Chart"
below because the Company competes for executive talent with numerous companies
outside that peer group.
6.
<PAGE>
Annual Bonus Programs
In addition to base compensation, each of the Company's
executives and selected senior managers, including the Named Executives,
participate in either the annual URS Corporation Incentive Compensation Plan
(the "URS Plan") or the annual URS Greiner Incentive Compensation Plan (the "URS
Greiner Plan"). Under these plans, participating executives and senior managers
("Participants") can earn annual bonuses based on a formula tied to certain
predefined financial performance targets. Each Participant is assigned a "Target
Bonus" at the beginning of the plan year expressed as a percentage of his or her
base salary. If the financial performance targets are met, each Participant's
bonus is equal to the Target Bonus. If performance targets are not met, bonuses
are determined as a declining percentage of Target Bonuses depending on the
extent of the shortfall. No bonus is paid under the plan if the Company fails to
achieve a predefined minimum performance levels. Conversely, if performance
targets are exceeded, then each Participant can earn a bonus in excess of the
Target Bonus determined by the extent of the performance in excess of target, up
to a maximum of two times the Target Bonus.
Mr. Koffel's Target Bonus is established by contract at 60
percent of his base salary. Target bonuses for the other Named Executives and
the other Participants are established annually by the Chief Executive Officer
within the overall framework of the compensation policies established by the
Committee. For the Named Executives, Target Bonuses currently range from 20
percent to 60 percent of base salary.
Financial performance targets are initially developed by the
Chief Executive Officer and are approved by the Committee. Under the URS Plan,
the financial measurement used to gauge individual performance is the Company's
fiscal year net income. Under the URS Greiner Plan, measurements of operating
profit contribution, cash flow and new contracts are applied to the financial
performance of the operating division or unit for which the Participant has
management responsibility. However, increasing emphasis is placed on
Company-wide financial performance as the Participants' responsibilities
increase. Overall financial performance thresholds must be met before any
bonuses can be earned at all participation levels.
Long-Term Incentive Awards
The Company has also adopted the 1991 Stock Incentive Plan, as
amended (the "1991 Plan"), to provide executives and other key employees with
incentives to maximize stockholder value. At the Company's annual meeting of
stockholders held on March 25, 1997, the Company's stockholders approved
amendments to the 1991 Plan providing for an additional 750,000 shares to be
available for grants under the 1991 Plan. At that time, the Company believed
that this increase would be sufficient to cover anticipated grants to employees
for the following three years (absent unusual circumstances). In November 1997
the Company acquired Woodward-Clyde Group, Inc ("WC"), which increased the
number of the Company's employees from approximately 3,300 to approximately
6,000. This increase in the number of employees means that the additional
750,000 shares available for grants approved at the March 25, 1997 annual
meeting of stockholders are now insufficient to cover grants made (or to be
made) during the originally-projected three year period following the date of
such meeting. Accordingly, on December 18, 1997, the Board of Directors approved
an amendment to the 1991 Plan, subject to the approval of the Company's
stockholders, to increase the number of shares available for grants under the
1991 Plan by 1,000,000 shares.
7.
<PAGE>
Awards under the 1991 Plan can be either stock options or
restricted stock, which are designed both to encourage recipients to focus on
critical long-range objectives and award recipients with an equity stake in the
Company, thereby closely aligning their interests with those of the Company's
stockholders. Restricted stock grants are generally reserved for key technical
talent and options are typically used for the Company's key managers and
executives.
Recipients generally fall into five different groups:
corporate management, division managers, office managers, key technical staff,
and key administrative staff, and the size of awards are generally consistent
within each of these groups. The Committee periodically considers whether to
approve specific awards under the 1991 Plan based on the recommendations of the
Chief Executive Officer, who recommends the timing and size of awards. Factors
considered include the executive's or key employee's position in the Company,
his or her performance and responsibilities, and long-term incentive award
levels of comparable executives and key employees at companies which compete
with the Company for talented executives and managers. However, the 1991 Plan
does not provide any formulaic method for weighing these factors, and a decision
to grant an award is primarily based upon the future anticipated performance and
responsibilities of the individual in question. Finally, the Committee weighs
how much grants under long-term stockholder plans can potentially dilute the
Company's outstanding common stock in comparison to other publicly-traded
companies which potentially compete with the Company for business and executive
talent.
Chief Executive Officer Compensation
The compensation of Mr. Koffel during fiscal year 1997 was
determined on the same basis as discussed above for certain of the Named
Executives: he received his base salary under the terms of his employment
agreement, he participated in the 1997 URS Plan with a Target Bonus of 60
percent of his base salary, and he received a grant of 36,000 options under the
1991 Plan. The Company's financial performance in fiscal year 1997 exceeded
planned levels. As a result of this performance, Mr. Koffel received a bonus of
$446,644 under the payout formula of the 1997 URS Plan. On December 16, 1997,
the Committee approved an increase to Mr. Koffel's base compensation from
$415,000 to $500,000 per year, in recognition of both the Company's performance
and its increased size following the acquisition of WC.
In order to provide an additional financial incentive for Mr.
Koffel to remain employed by the Company for the next five years, on December
16, 1997 the Committee awarded him 50,000 shares of restricted stock. These
shares vest over the last three years of a five year vesting schedule. No shares
will vest on the first and second anniversaries of the grant, 16,666 shares will
vest on the third anniversary of the grant, 16,666 shares will vest on the
fourth anniversary of the grant and the final 16,667 shares will vest on the
fifth anniversary of the grant.
On December 16, 1997, the Committee also made a contingent
grant of up to 50,000 shares of Performance Restricted Stock to Mr. Koffel. The
purpose of this contingent grant is to help retain Mr. Koffel and to provide
additional incentives to deliver superior Company financial performance and
stockholder returns. The exact number of shares of Performance Restricted Stock
earned by Mr. Koffel will be based on the Company's cumulative total returns to
its stockholders over the three, four and five year periods ending December 16,
2000, December 16, 2001 and December 16, 2002. For each period, 1/3, 2/3 and all
of the 50,000 shares, respectively, will be earned cumulatively if annual
stockholder returns during the period equal or exceed twelve percent, no shares
will be earned if annual stockholder returns are less than eight percent, and a
prorated portion of the shares will be earned if annual stockholder returns are
more than eight percent but less than twelve percent.
8.
<PAGE>
Tax Deductibility of Executive Compensation
Section 162 (m) of the Internal Revenue Code of 1986, as
amended (the "Code"), which was added to the Code by the Omnibus Budget
Reconciliation Act of 1993, precludes the deduction by a publicly held
corporation for compensation paid to certain employees to the extent that such
compensation exceeds $1,000,000, except for compensation paid under a written
binding contract in existence on February 17, 1993. The Internal Revenue Service
has issued regulations for Section 162(m), which provide that qualified
performance-based compensation will not be subject to the deduction limit if (i)
it is payable solely on account of the attainment of preestablished, objective
performance goals, (ii) the performance goals are established by a compensation
committee composed solely of two or more "outside-directors", (iii) the material
terms of the compensation and the performance goals are disclosed to and
approved by stockholders before payment, and (iv) the compensation committee
certifies that the performance goals have been satisfied before payment. Because
the Committee did not approve any executive compensation in fiscal year 1997
which was within the scope of Section 162(m) of the Code, the regulations do not
affect the preparation of the Company's tax filings for fiscal year 1997.
However, in the event that in the future the Committee anticipates that any
compensation to be paid by the Company might fall within the scope of Section
162(m) of the Code, the Committee anticipates that it would take steps so that
the Company's performance-based compensation would prospectively meet Section
162(m) requirements where it deems appropriate.
Respectfully Submitted,
THE COMPENSATION/OPTION COMMITTEE
Richard B. Madden, Chairman
Robert D. Glynn, Jr.
William D. Walsh
Compensation and Option/SAR Tables
The following tables set forth certain information regarding the salary
and benefits paid by the Company during each of the three most recent fiscal
years, and options granted by the Company in the most recent fiscal year, to its
Chief Executive Officer and its four most highly compensated executive officers
(other than the Chief Executive Officer) for services rendered to the Company
and its subsidiaries.
9.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation
------------------------------------
Other
Annual
Principal Compen-
Name Position Year Salary Bonus sation(1)
- ------ ------------ ---- -------- -------- ------
($) ($) ($)
<S> <C> <C> <C> <C> <C>
Martin M. Chairman of the 1997 $415,000 $446,644 $2,712
Koffel Board; Chief 1996 $410,000 $492,000 $3,235
Executive Officer; 1995 $385,000 $280,261 $1,585
President
Irwin L. Vice President 1997 $315,000 $214,498 $ 929
Rosenstein 1996 $312,513 $242,800 $ 375
1995 $300,000 $190,659 $1,190
Robert L. Vice President 1997 $250,000 $149,445 $ 0
Costello 1996 $178,082 $ 81,104 $ 0
(5)
Kent P. Executive Vice 1997 $220,000 $157,850 $ 0
Ainsworth President; 1996 $212,083 $169,666 $ 0
Chief Financial 1995 $188,986 $ 94,633 $ 0
Officer; Secretary
Joseph Masters Vice President, 1997 $154,204 $ 55,132 $ 0
General Counsel 1996 $138,333 $ 55,334 $ 0
1995 $130,000 $ 31,544 $ 0
</TABLE>
Long Term Compensation
- ---------------------------------------------------------
Awards Payouts
- ---------------------------------------------------------
Securities
Restricted Underlying All Other
Stock Options/ LTIP Compen-
Name Award(s)(2) SARs Payouts sation
- ------ -------- -------- ------- ---------
($) (#) ($) ($)
Martin M. $0 36,000 $0 $42,146(3)
Koffel $0 18,000 $0 $41,583
$0 25,000 $0 $40,775
Irwin L. $0 24,000 $0 $13,529(4)
Rosenstein $0 12,000 $0 $14,785
$0 25,000 $0 $13,270
Robert L. $0 7,500 $0 $1,600(6)
Costello $0 50,000 $0 $203,830
Kent P. $0 20,000 $0 $1,500(7)
Ainsworth $0 4,800 $0 $1,500
$0 12,000 $0 $1,500
Joseph Masters $0 15,000 $0 $1,100(8)
$0 2,400 $0 $1,100
$0 2,400 $0 $1,100
================================================================================
(1) The amounts in this column primarily represent automobile allowances. (2)
The aggregate number and value as of October 31, 1997 of each of the Named
Executive's restricted share holdings are as follows: Mr. Koffel, zero (0)
shares, $0; Mr. Rosenstein, zero (0) shares, $0; Mr. Costello, zero (0)
shares, $0; Mr. Ainsworth, 7,500 shares, $43,125; Mr. Masters, zero (0)
shares, $0. Mr. Ainsworth's shares vested in 1995.
(3) Consists of matching contributions of $1,600 paid pursuant to the Company's
Defined Contribution Plan, a $1,684 cost of living adjustment to amounts
previously credited under the Company's Selected Executives Deferred
Compensation Plan, and $12,312 of term life insurance premiums and $26,550
of disability insurance premiums paid pursuant to Mr. Koffel's employment
agreement (see "Employment Agreements").
(4) Consists of matching contributions of $1,600 paid by the Company pursuant
to the Company's Defined Contribution Plan, $6,058 paid by the Company for
the surrender of accrued vacation time, a $3,492 cost of living adjustment
to amounts previously credited under the Company's Selected Executives
Deferred Compensation Plan and $2,379 for life and disability insurance
premiums.
(5) Mr. Costello has been employed by the Company since March 29, 1996. (6)
Consists of matching contributions of $1,600 paid by the Company pursuant
to the Company's Defined Contribution Plan.
(7) Consists of matching contributions of $1,500 paid by the Company pursuant
to the Company's Defined Contribution Plan.
(8) Consists of matching contributions of $1,100 paid by the Company pursuant
to the Company's Defined Contribution Plan.
10.
<PAGE>
<TABLE>
Option/SAR Grants In Last Fiscal Year
-------------------------------------
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation
Individual Grants for Option Term
---------------------------------------------------------------------------------------- -----------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
------ ----------- ----------- ------ ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
M. M. Koffel 36,000 12.8% $10.50 3/25/2007 237,722 602,435
I. L. Rosenstein 24,000 8.6% $10.50 3/25/2007 158,481 401,623
R.L. Costello 7,500 2.7% $10.50 3/25/2007 49,525 125,507
K. P. Ainsworth 20,000 7.1% $10.50 3/25/2007 132,068 334,686
J. Masters 5,000 1.8% $10.50 3/25/2007 33,017 83,671
10,000 3.6% $13.625 7/15/2007 85,687 217,147
</TABLE>
<TABLE>
Aggregated Option/SAR Exercises In Last Fiscal Year
and FY-End Option/SAR Values
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)(1)
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise Realized Unexercisable Unexercisable
---- ----------- -------- ------------- -------------
(#) ($)
<S> <C> <C> <C> <C>
M. M. Koffel 0 $0 442,000 $5,172,230
36,000 $ 193,680
I. L. Rosenstein 0 $0 121,500 $1,012,120
32,000 $ 202,160
R.L. Costello 0 $0 16,666 $ 152,160
40,834 $ 344,689
K. P. Ainsworth 0 $0 86,800 $ 707,284
20,000 $ 107,600
J. Masters 0 $0 7,900 $ 71,852
17,400 $ 72,212
<FN>
(1) Based on 1997 fiscal year-end share price equal to $15.88.
</FN>
</TABLE>
11.
<PAGE>
Directors' Remuneration
During fiscal year 1997, the non-employee members of the
Company's Board of Directors received the stock fee described below, an annual
cash fee of $15,000 plus an attendance fee of $2,000 for each Board of Directors
meeting attended in person, and a fee of $500 for participation in any Board of
Directors meeting by telephone. Non-employee Directors who are members of a
committee of the Board received $625 for each committee meeting attended in
person, and a fee of $500 for participation in any committee meeting by
telephone. The Chairman of the committee received an additional $625 per
meeting. Employee members of the Board of Directors did not receive any such
fees.
Pursuant to the terms of the Non-Executive Directors Stock
Grant Plan (the "Non- Executive Directors Plan") approved at the Company's
annual meeting of stockholders held on March 25, 1997, each non-employee member
of the Company's Board of Directors (currently Messrs. Blum, Der Marderosian,
Glynn, Madden, Praeger and Walsh, Admiral Foley and Senator Johnston) who is
reelected to serve as a Director at each annual stockholder meeting also
receives a grant of Common Stock at such meeting. The Non-Executive Directors
Plan originally provided that each non-employee Director would receive that
number of shares of Common Stock determined by dividing $15,000 by the closing
price of the Common Stock on the date of the Company's annual meeting of
stockholders, rounded down to the nearest whole share; on December 16, 1997 the
Board of Directors amended the Non-Executive Directors Plan to increase the
numerator to $25,000. Prior to the approval of the Non-Executive Directors Plan,
upon the conclusion of each annual meeting of stockholders, each non-employee
Director who was reelected to serve as a Director automatically received an
option to purchase 1,000 shares under the 1991 Plan (such annual grants of
options to non-employee Directors were eliminated pursuant to the amended and
restated 1991 Plan approved at the Company's annual meeting of stockholders held
on March 25, 1997).
Non-employee Directors who were elected prior to December 17,
1996 also are entitled to participate, at the Company's expense, in a medical
benefit plan. Based upon the Company's costs, the annualized monetary value of
this benefit to those non-employee Directors participating in fiscal year 1997
was $4,883. The Company also maintains a policy whereby non-employee Directors
may be hired on an as-needed basis from time to time as consultants for special
projects at the rate of up to $3,000 per day (plus reasonable expenses) upon the
recommendation of the Chairman of the Board or any officer designated by the
Chairman of the Board.
Certain Relationships and Related Transactions
Richard C. Blum, a Director of the Company, receives $60,000
per year for services provided under a consulting agreement with the Company. In
addition, the Company pays $90,000 per year to RCBA, L.P. under a separate
consulting agreement. The Company may terminate these consulting agreements at
any time. Mr. Blum is the majority stockholder of RCBA, Inc. RCBA, Inc., in its
capacity as the sole general partner of RCBA, L.P., indirectly through several
entities, holds 2,933,888 shares, or approximately 20 percent, of the
outstanding Common Stock.
Employment Agreements
Martin M. Koffel
Mr. Koffel has an evergreen employment agreement with the
Company, executed in December 1991, under which Mr. Koffel received an annual
base salary of $385,000 through
12.
<PAGE>
December 17, 1995, and $415,000 from December 18, 1995 through December 31,
1997. On December 16, 1997, the Compensation/Option Committee (the "Committee")
approved an increase in Mr. Koffel's base compensation, effective January 1,
1998, to $500,000 per year. The agreement also provides that Mr. Koffel is
eligible for a target bonus equal to 60 percent of his base salary.
On December 16, 1997, the Committee also awarded Mr. Koffel
50,000 shares of restricted stock under the terms of the 1991 Plan, 16,666 of
which will vest on December 16, 2000, 16,666 of which will vest on December 16,
2001 and 16,667 of which will vest on December 16, 2002. The Committee also made
a contingent grant to Mr. Koffel of up to 50,000 shares of performance
restricted stock. The exact number of shares of such performance restricted
stock earned by Mr. Koffel will be based on the Company's cumulative total
returns to its stockholders over the three, four and five year periods ending
December 16, 2000, December 16, 2001 and December 16, 2002. For each period,
1/3, 2/3 and all of the 50,000 shares, respectively, will be earned cumulatively
if annual stockholder returns during the period equal or exceed twelve percent,
no shares will be earned if annual stockholder returns are less than eight
percent, and a prorated portion of the shares will be earned if annual
stockholder returns are more than eight percent but less than twelve percent.
Mr. Koffel's employment agreement obligates the Company to
reimburse Mr. Koffel for the cost of maintaining disability insurance providing
monthly benefits of not less than $10,000 in the event of his disability and
provides for certain supplemental life insurance benefits which currently are in
the form of a $1,155,000 term life insurance policy. If Mr. Koffel's employment
is terminated by the Company without cause (other than by reason of death or
disability), the Company must pay a severance payment equal to 150 percent of
his then current base salary and his then current target bonus. If Mr. Koffel
voluntarily resigns his employment within one year following a "Change in
Control" (see below), or if Mr. Koffel is terminated for any reason other than
for cause at any time after a Change of Control, he becomes entitled to a
special severance payment equal to 300 percent the sum of his then current base
salary and his then current target bonus. In addition, all awards held by Mr.
Koffel under any of the Company's incentive, deferred compensation, bonus, stock
and similar plans, to the extent unvested, will become vested immediately upon a
Change in Control. A "Change in Control" is defined in the agreement to include
(i) a change in control required to be reported pursuant to Item 6(e) of
Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or (ii) any person acquiring 20 percent or more of
the voting power of the Company or (iii) more than two-thirds of the Directors
not having served on the Board for 24 months prior to the Change in Control. On
or about May 10, 1996, Heartland Advisors, Inc. ("Heartland"), one of the
Company's stockholders, purchased additional shares of Common Stock, which
increased Heartland's ownership of outstanding Common Stock from approximately
19 percent to approximately 22 percent (the "Heartland Transaction"), resulting
in a technical Change of Control under Mr. Koffel's employment agreement and the
terms of the 1991 Plan. As a result, the special severance payment will now be
payable to Mr. Koffel if he is terminated for any reason other than for cause at
any time during the term of his employment agreement. In addition, the options
previously granted to Mr. Koffel in 1994, 1995 and 1996 under the 1991 Plan are
now fully vested.
Under the terms of an earlier employment agreement executed in
May 1989, Mr. Koffel was granted SARs on 15,000 shares of Common Stock at the
base price of $28.75 which expire upon the earlier of May 9, 1999 or the
termination of Mr. Koffel's employment with the Company. At the Company's
option, Mr. Koffel's SARs may at any time be replaced with options to purchase
Common Stock on the same economic basis as the SARs. The SARs are fully vested.
13.
<PAGE>
Irwin L. Rosenstein
Mr. Rosenstein has an evergreen employment agreement with
URSG, executed in August 1991, under which Mr. Rosenstein received an annual
base salary of not less than $300,000 from March 2, 1992 through December 17,
1995. On December 16, 1997, the Committee increased Mr. Rosenstein's annual base
salary, effective January 1, 1998, to $346,500. The agreement also obligates the
Company to maintain a $400,000 term life insurance policy for Mr. Rosenstein and
disability insurance providing him with benefits of at least $7,000 per month in
the event of his disability. If Mr. Rosenstein's employment is terminated by the
Company without cause (other than by reason of death or disability) or he
voluntarily resigns his employment in the event that his salary is reduced, he
is entitled to continuation of his base salary for one year (or until normal
retirement at age 65, if less). Under the agreement, as amended, if Mr.
Rosenstein ceases to be employed by the Company within one year following a
"Change of Control" (see below), Mr. Rosenstein will be entitled to receive a
severance payment equal to 200 percent of his then current base salary. A
"Change in Control" is defined in Mr. Rosenstein's agreement as the acquisition
by any person of 51 percent of more of URSG's or the Company's then current
outstanding securities having the right to vote at elections of Directors. The
Heartland Transaction did not result in a Change of Control under Mr.
Rosenstein's employment agreement, but resulted in a technical "change of
control" under certain stock options granted to Mr. Rosenstein in 1995 under the
1991 Plan. As a result, such options are now fully vested.
Under the terms of an earlier employment agreement executed in
February 1989, Mr. Rosenstein was granted SARs on 7,500 shares at the base price
of $27.50 which expire upon the earlier of February 24, 1999 or the termination
of Mr. Rosenstein's employment with the Company. At the Company's option, Mr.
Rosenstein's SARs may at any time be replaced with options to purchase Common
Stock on the same economic basis as the SARs. The SARs are fully vested.
Robert L. Costello
Mr. Costello has an employment agreement with Greiner, Inc.
("Greiner"), a wholly-owned subsidiary of the Company, executed in March 1996,
which provides for a term of three years (unless terminated earlier as provided
therein), under which Mr. Costello receives an annual base salary of not less
than $250,000. On December 16, 1997, the Committee increased Mr. Costello's
annual base salary, effective January 1, 1998, to $262,500. If Mr. Costello's
employment is terminated by Greiner without cause (other than by reason of death
or disability) or Mr. Costello voluntarily resigns his employment in the event
that his salary is reduced or Greiner has breached its obligation to employ Mr.
Costello in an executive position as described in the agreement, Greiner must
pay a severance payment equal to 100 percent of his then current base salary
less base salary paid to Mr. Costello for any period up to one month between the
date of termination and the date that notice thereof is given plus any accrued
and unpaid vacation at the time of such termination. Under the agreement, if Mr.
Costello ceases to be employed by the Company within one year following a
"Change of Control" (see below), Mr. Costello will be entitled to receive a
severance payment equal to 200 percent of his then current base salary. A
"Change in Control" is defined in Mr. Costello's agreement as the acquisition by
any person of 51 percent of more of Greiner's or the Company's then current
outstanding securities having the right to vote at elections of Directors. The
Heartland Transaction did not result in a Change of Control under Mr. Costello's
employment agreement.
14.
<PAGE>
Kent P. Ainsworth
Mr. Ainsworth executed an evergreen employment agreement with
the Company in May 1991 following his employment as the Company's Vice President
and Chief Financial Officer in January 1991. Under this employment agreement,
Mr. Ainsworth received an annual base salary of $165,000 from February 24, 1992
through March 22, 1993, $185,000 through December 14, 1994, $195,000 through
December 17, 1995, $205,000 through March 28, 1996, and $220,000 through
December 31, 1997. On December 16, 1997, the Committee approved an increase in
Mr. Ainsworth's base compensation, effective January 1, 1998, to $275,000 per
year.
On December 16, 1997, the Committee also awarded Mr. Ainsworth
25,000 shares of restricted stock under the terms of the 1991 Plan, 8,333 of
which will vest on December 16, 2000, 8,333 of which will vest on December 16,
2001 and 8,334 of which will vest on December 16, 2002. The Committee also made
a contingent grant to Mr. Ainsworth of up to 25,000 shares of performance
restricted stock. The exact number of shares of such performance restricted
stock earned by Mr. Ainsworth will be based on the Company's cumulative total
returns to its stockholders over the three, four and five year periods ending
December 16, 2000, December 16, 2001 and December 16, 2002. For each period,
1/3, 2/3 and all of the 25,000 shares, respectively, will be earned cumulatively
if annual stockholder returns during the period equal or exceed twelve percent,
no shares will be earned if annual stockholder returns are less than eight
percent, and a prorated portion of the shares will be earned if annual
stockholder returns are more than eight percent but less than twelve percent.
Under the terms of his employment agreement, if Mr.
Ainsworth's employment is terminated by the Company without cause (other than by
reason of death or disability), he is entitled to continuation of his base
salary for one year (or until normal retirement at age 65, if less). If Mr.
Ainsworth voluntarily resigns his employment for specified reasons within one
year following a "Change in Control" (as defined above in the description of Mr.
Koffel's employment agreement), or if Mr. Ainsworth is terminated for any reason
at any time after a Change of Control, he becomes entitled to a special
severance payment equal to 280 percent of his then current base salary (reduced
pro rata if such termination occurs within two years prior to normal
retirement). In addition, all awards held by Mr. Ainsworth under any of the
Company's incentive, deferred compensation, bonus, stock and similar plans, to
the extent unvested, will become vested immediately upon a Change of Control.
The Heartland Transaction resulted in a technical Change of Control under Mr.
Ainsworth's employment agreement and the terms of the 1991 Plan. As a result,
the special severance payment will now be payable to Mr. Ainsworth if he is
terminated for any reason other than cause at any time during the term of his
employment agreement. In addition, the options previously granted to Mr.
Ainsworth in 1994, 1995 and 1996 under the 1991 Plan are now fully vested.
Joseph Masters
Mr. Masters does not have a written employment agreement with
the Company. Mr. Masters's compensation is reviewed and established periodically
by the Committee. On March 10, 1997, the Committee increased Mr. Masters's
annual base salary to $150,000 and on July 15, 1997, the Committee increased Mr.
Masters's annual base salary to $165,000. Mr. Masters has a severance agreement
with the Company, executed on November 22, 1993, which provides that if Mr.
Masters is terminated by the Company at any time during the term of the
agreement other than for cause, or if Mr. Masters voluntarily leaves for
specified reasons within one year following a "Change of Control" (as defined
above in the description of Mr. Koffel's employment agreement), he will be
entitled to receive his base salary and participate in any insurance plans
maintained by the Company during a severance
15.
<PAGE>
period commencing on the date his employment terminates and ending on the
earlier of six months thereafter or his death.
Stockholder Return Charts
<TABLE>
The following chart compares the cumulative total stockholder
returns (including reinvested dividends) from a $100 investment in Common Stock
for the last five fiscal years compared to the cumulative total return of the
Standard & Poor's 500 index and a weighted peer index. The peer index is
comprised of the following companies: <CAPTION> <S> <C> <C>
Dames & Moore Emcon Associates
Fluor Daniel GTI Salient 3 Communications, Inc.
Harding Lawson Associates ICF Kaiser International, Inc.
International Technology Corporation Jacobs Engineering Group
Michael Baker Corporation Roy F. Weston
Stone & Webster STV Group
</TABLE>
In 1997, Gilbert Associates changed its name to "Salient 3
Communications, Inc."
[The following descriptive data is supplied in accordance with
Rule 304(b) of Regulation S-T]
10/31/92 10/31/93 10/31/94 10/31/95 10/31/96 10/31/97
- --------------------------------------------------------------------------------
Peer Group $100 $90 $83 $83 $78 $95
URS Corp. $100 $67 $79 $88 $117 $219
S&P 500 $100 $115 $119 $151 $187 $247
16.
<PAGE>
STOCK OWNERSHIP
<TABLE>
The following table contains information as of February 5,
1998 as to the beneficial ownership of the Common Stock, including Common Stock
obtainable upon exercise of stock options exercisable on or prior to March 15,
1998, by (i) each person owning beneficially more than five percent of the
Common Stock; (ii) each Director and nominee for Director; and (iii) the
executive officers. To the Company's knowledge, the persons named in the table
have sole voting and investment power with respect to all Common Stock shown as
beneficially owned by them, subject to applicable community property laws and
except as otherwise noted.
<CAPTION>
Name and Address Number of Shares Percent of Class (1)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard C. Blum & Associates, L.P.
909 Montgomery Street
San Francisco, CA 94133
(directly)(2) 996 shares Less than 1%
(through the following
entities) (3):
BK Capital Partners I, L.P. 508,265 shares 3.43%
BK Capital Partners II, L.P. 521,415 shares 3.52%
BK Capital Partners III, L.P. 364,037 shares 2.46%
BK Capital Partners IV, L.P. 461,195 shares 3.12%
The Common Fund 1,077,980 shares 7.28%
Heartland Advisors, Inc. 1,663,195 shares 11.24%
790 North Milwaukee Street
Milwaukee, WI 53202
FMR Corp. 1,183,578 shares 8.00%
82 Devonshire Street
Boston, MA 02109-3614
Richard C. Blum (4) 21,287 shares Less than 1%
Robert L. Costello (5) 20,486 shares Less than 1%
Armen Der Marderosian (6) 3,446 shares Less than 1%
Admiral S. Robert Foley,
Jr., USN (Ret.) (7) 10,000 shares Less than 1%
Robert D. Glynn, Jr. (7) 1,546 shares Less than 1%
17.
<PAGE>
Name and Address Number of Shares Percent of Class (1)
- ------------------------------------------------------------------------------------------------------------
J. Bennett Johnston (7) 1,446 shares Less than 1%
Martin M. Koffel (8) 477,000 shares 3.22%
Richard B. Madden (9) 10,446 shares Less than 1%
Jean-Yves Perez (7) 118,711 shares Less than 1%
Richard Q. Praeger (10) 15,657 shares Less than 1%
Irwin L. Rosenstein (11) 116,114 shares Less than 1%
Frank S. Waller (7) 86,208 shares Less than 1%
William D. Walsh (12) 25,500 shares Less than 1%
Kent P. Ainsworth (13) 119,300 shares Less than 1%
Joseph Masters (14) 8,001 shares Less than 1%
Robert K. Wilson (15) 116,412 shares Less than 1%
All Officers and Directors 4,085,448 shares 26.38%
as a group (16 persons)(16)
<FN>
- --------------------------
(1) Percentages are calculated with respect to a holder of options exercisable
prior to March 15, 1998 as if such holder had exercised its options. Option
shares held by other holders are not included in the percentage calculation
with respect to any other stockholder.
(2) Richard C. Blum is the President, Chief Executive Officer and majority
stockholder of RCBA, Inc.
(3) RCBA, Inc. is the sole general partner of RCBA, L.P., which is, in turn,
the sole general partner of BK Capital Partners I, a California Limited
Partnership, BK Capital Partners II, a California Limited Partnership, BK
Capital Partners III, a California Limited Partnership, and BK Capital
Partners IV, a California Limited Partnership, the address of each of which
is 909 Montgomery Street, San Francisco, California 94133. RCBA, L.P. is an
investment adviser to The Common Fund, the address of which is 909
Montgomery Street, San Francisco, California 94133. RCBA, L.P. exercises
voting and investment discretion as to all such shares.
(4) Includes 8,833 shares held directly, 2,454 shares held as beneficiary of
the RCB Keogh Plan, and currently exercisable options. Does not include
shares held by RCBA, L.P. or entities managed by RCBA, L.P., which Mr. Blum
may be deemed to own indirectly in his capacity as the majority stockholder
of RCBA, Inc., in its capacity as the sole general partner of RCBA, L.P.
18.
<PAGE>
(5) Represents 1,887 shares held directly and 1,932 shares held indirectly in
the Greiner Engineering, Inc. 401(k) Plan and currently exercisable
options.
(6) Includes 1,446 shares held directly and currently exercisable options.
(7) Represents shares held directly.
(8) Includes 50,000 restricted shares held directly and currently exercisable
options.
(9) Includes 6,446 shares held directly and currently exercisable options.
(10) Includes 5,657 shares held directly and currently exercisable options.
(11) Includes 2,114 shares held directly and currently exercisable options.
(12) Includes 17,500 shares held directly and currently exercisable options.
(13) Includes 7,500 shares held directly, 25,000 restricted shares held directly
and currently exercisable options.
(14) Includes 101 shares held directly and currently exercisable options.
(15) Represents 112,412 shares held directly and 4,000 shares held indirectly
which are held by Mr. Wilson's spouse.
(16) Includes shares held by RCBA, L.P. and by entities managed by RCBA, L.P.,
which Mr. Blum may be deemed to own indirectly in his capacity as the
majority stockholder of RCBA, Inc., in its capacity as the sole general
partner of RCBA, L.P.
- --------------------------
</FN>
</TABLE>
19.
<PAGE>
APPROVAL OF AMENDMENT TO THE URS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
General
On December 18, 1997, the Board of Directors approved an
amendment of the Employee Stock Purchase Plan (the "ESP Plan") described below,
subject to the approval of the Company's stockholders. The purposes of the ESP
Plan are to give eligible employees an opportunity to share in the success of
the Company by purchasing Common Stock at a favorable price and to pay for the
purchases solely by means of payroll deductions, thereby encouraging employees
to focus on long-range objectives, to allow the Company to attract and retain
employees with exceptional qualifications, and to link employees and stockholder
interests through equity ownership. Approximately 6,000 of the Company's
employees are eligible to participate in the ESP Plan. The ESP Plan was
originally adopted by the Board of Directors in May 1985, and was approved by
the Company's stockholders at the 1986 annual meeting of stockholders. The
operation of the ESP Plan was suspended from September 9, 1988 to September 30,
1991. The Board of Directors amended and restated the ESP Plan on July 23, 1991
and its operation resumed on October 1, 1991, subject to the approval of the
Company's stockholders, which was obtained at the Company's annual meeting of
stockholders held on March 24, 1992. The Board of Directors amended and restated
the ESP Plan on December 17, 1996, subject to the approval of the Company's
stockholders, which was obtained at the Company's annual meeting of stockholders
held on March 25, 1997.
Reasons for the Amendment
The amended and restated ESP Plan approved at the Company's
annual meeting of stockholders held on March 25, 1997 reserved an additional
250,000 shares for sale under the ESP Plan. At that time, the Company believed
that this increase would be sufficient to cover anticipated employee purchases
for the following three years (absent unusual circumstances). In November 1997
the Company acquired WC, which increased the number of the Company's employees
from approximately 3,300 to approximately 6,000. This increase in the number of
employees means that the additional 250,000 shares reserved for sale approved at
the March 25, 1997 annual meeting of stockholders are now insufficient to cover
expected employee purchases during the originally-projected three year period
following the date of such meeting.
The Amendment
The amendment to the ESP Plan increases the number of shares
available for purchase under the ESP Plan by 300,000 shares, to a total of
850,000 shares. This figure is expected to cover anticipated employee purchases
for the next three years, absent unusual circumstances.
Principal Features of the ESP Plan
The following summary of the ESP Plan's principal features
does not purport to be complete. It is subject to, and qualified in its entirety
by, the full text of the ESP Plan, a copy of which is available from the
Company.
Administration. The ESP Plan is administered under the
supervision of the Committee. The Committee prescribes guidelines and forms for
the implementation and administration of the ESP
20.
<PAGE>
Plan, interprets the provisions of the ESP Plan and makes all other substantive
decisions regarding the operation of the ESP Plan.
Participation Periods. The Committee may provide for the grant
of rights to purchase Common Stock to eligible employees (an "Offering") on a
date or dates to be selected by the Committee. The first Offering under the
amended and restated ESP Plan began on July 1, 1997 and ended on December 31,
1997. An additional six month Offering began on January 1, 1998 and subsequent
six month Offerings are expected to begin on July 1 and January 1 thereafter.
Eligibility. Rights to purchase stock may be granted under the
ESP Plan only to employees of the Company and its affiliates who have been
employed by the Company or its affiliates for such continuous period preceding
such grant as the Committee may require, which period will not equal or exceed
two years, and whose customary employment with the Company or its affiliates is
at least 20 hours per week and at least five months per calendar year, unless
otherwise determined by the Committee. Officers of the Company are eligible to
participate in Offerings. No rights may be granted under the ESP Plan to any
person who, at the time of the grant, owns stock possessing five percent or more
of the total combined voting power or value of all classes of stock of the
Company or of any subsidiary.
The Committee may provide that if an employee becomes eligible
to participate in the ESP Plan during the course of an Offering, the employee
may receive a right under that Offering. Such right will have the same
characteristics as any rights originally granted under that Offering, except
that (i) the Offering date will be the date such right is granted and (ii) the
Offering period for such right will begin on its Offering date and end
coincident with the end of the Offering, and (iii) 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.
An eligible employee may be granted rights under the ESP Plan
only if such rights, together with any other rights granted under all such
employee stock purchase plans of the Company or any affiliate of the Company, do
not permit such employee's rights to purchase stock of the Company or any
affiliate to accrue at a rate which exceeds $25,000 of the 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.
Rights; Purchase Price. On each Offering date, each eligible
employee will be granted the right to purchase the number of shares of Common
Stock purchasable with a percentage designated by the Committee not exceeding 10
percent of such employee's earnings (as defined in each Offering) during the
Offering period. In connection with each Offering, the Committee may specify a
maximum number of shares which may be purchased by any employee during the
Offering or on any purchase date, as well as a maximum aggregate number of
shares which may be purchased by all eligible employees. The purchase price of
stock acquired pursuant to rights granted under the ESP Plan will not be less
than the lesser of (i) an amount equal to 85 percent of the fair market value of
the stock on the Offering date, or (ii) an amount equal to 85 percent of the
fair market value of the stock on the date such stock is purchased.
Transferability. Rights granted under the ESP Plan are
nontransferable except by will or the laws of descent and distribution, or to a
designated beneficiary in the event of a participant's death, and may be
exercised only by the person to whom such rights are granted.
21.
<PAGE>
Purchase. On each purchase date, a participant's accumulated
payroll deductions and other additional payments permitted under 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 ESP Plan, at the purchase price specified in the
Offering. No fractional shares will be issued upon the exercise of rights
granted under the ESP Plan. No rights granted under the ESP Plan may be
exercised to any extent unless the shares subject to exercise are covered by an
effective registration statement pursuant to the Securities Act of 1933, as
amended.
Escrow of Shares. During a period of three months following
the last day of the currently authorized Offering, all shares purchased under
the ESP Plan on such day will be held in escrow by the Company or its designee
as agent for the participants and spouse who own such shares and will not be
transferable or assignable.
Participation, Withdrawal and Termination. An eligible
employee may become a participant in an Offering by delivering a participation
agreement to the Company authorizing payroll deductions of up to the maximum
percentage of such employee's earnings during the purchase period, as specified
by the Committee. Payroll deductions made for a participant will be credited to
an account for such participant under the ESP Plan and deposited with the
general funds of the Company. A participant may reduce, increase or begin
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 purchase period.
A participant may terminate payroll deductions under the ESP
Plan and withdraw from an Offering at any time during a purchase period by
delivering to the Company a notice of withdrawal. Upon such withdrawal, the
Company will distribute to such participant all of his or her accumulated
payroll deductions (reduced to the extent such deductions have been used to
acquire stock for the participant) under the Offering, without interest, and the
participant's interest in that Offering will be automatically terminated. Such
withdrawal will have no effect upon such participant's eligibility to
participate in any other Offerings under the ESP Plan, but the participant will
be required to deliver a new participation agreement in order to participate in
subsequent Offerings.
Rights granted under the ESP Plan will terminate immediately
upon cessation of a participating employee's employment, and the Company will
distribute to such employee all of his or her accumulated payroll deductions
(reduced to the extent such deductions have been used to acquire stock for the
terminated employee) without interest.
Adjustment Provisions. If there is any change in the stock
subject to the ESP Plan or subject to any rights granted under the ESP Plan
(through merger, consolidation, reorganization, recapitalization, 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), the
ESP Plan and rights outstanding thereunder will be appropriately adjusted as to
the class and the maximum number of shares subject to the ESP Plan and the
class, number of shares and price per share of stock subject to outstanding
rights.
In the event of a dissolution or liquidation of the Company, a
merger or consolidation in which the Company is not the surviving corporation, a
reverse merger in which the Company survives but shares of Common Stock
preceding the merger are converted into other property (securities, cash or
otherwise), or the sale of stock of the Company to a single purchaser or single
group of affiliated
22.
<PAGE>
purchasers after which less than 50 percent of the outstanding voting shares of
the new or continuing corporation are owned by stockholders of the Company
immediately before such transaction, then, as determined by the Committee, the
successor corporation may assume such outstanding rights or substitute similar
rights, such rights may continue in full force and effect, or 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 will be terminated.
Amendment. The Committee may amend the ESP Plan at any time.
However, no amendment will be effective unless approved by the stockholders of
the Company within 12 months before or after its adoption by the Committee if
the amendment would: (i) increase the number of shares reserved for rights; (ii)
modify the provisions as to eligibility for participation to the extent such
modification requires stockholder approval in order for the ESP Plan to satisfy
the requirements of Section 423 of the Code or to comply with the requirements
of Rule 16b-3 promulgated under the Exchange Act; or (iii) modify the ESP Plan
in any other way if such modification requires stockholder approval in order for
the ESP Plan to satisfy the requirements of Section 423 of the Code or to comply
with the requirements of Rule 16b-3 promulgated under the Exchange Act.
Termination Or Suspension. The Committee may suspend or
terminate the ESP Plan at any time. No rights may be granted under the ESP Plan
while the ESP Plan is suspended or after it is terminated.
Federal Income Tax Information.
The ESP Plan is intended to qualify as an "employee stock
purchase plan" under Section 423 of the Code. A participant will be taxed on
amounts withheld for the purchase of shares as if such amounts were actually
received. Other than this, no income will be taxable to a participant until
disposition of the shares acquired, and the method of taxation will depend upon
the holding period of the purchased shares.
If the stock is disposed of at least two years after the
beginning of the Offering period and at least one year after the stock is
transferred to the participant, then the lesser of (a) the excess of the fair
market value of the stock at the time of such disposition over the purchase
price or (b) the excess of the fair market value of the stock as of the
beginning of the Offering period over the exercise price (which for this purpose
is deemed to be 85% of the fair market value of the stock as of the beginning of
the Offering period) will be treated as ordinary income. Any further gain or any
loss will be taxed as a capital gain or loss. Capital gains currently are
generally subject to lower tax rates than ordinary income.
If the stock is sold or disposed of before the expiration of
either of the holding periods described above, then the excess of the fair
market value of the stock on the purchase date over the purchase price will be
treated as ordinary income at the time of such disposition, and the Company may,
in the future, be required to withhold income taxes relating to such ordinary
income from other payments made to the participant. The balance of any gain will
be treated as a capital gain. Even if the stock is later disposed of for less
than its fair market value on the purchase date, the same amount of ordinary
income is attributed to the participant, and a capital loss is recognized equal
to the difference between the sales price and the fair market value of the stock
on such purchase date. Any capital gain or loss will be long-term, mid-term or
short-term depending on how long the stock is held.
23.
<PAGE>
There are no federal income tax consequences to the Company by
reason of the grant or exercise of rights under the ESP Plan. The Company is
entitled to a deduction to the extent amounts are taxed as ordinary income to a
participant (subject to the requirement of reasonableness, the provisions of
Section 162(m) of the Code and the satisfaction of a tax reporting obligation).
Required Vote
Approval of the amendment to the ESP Plan requires the
affirmative vote of the majority of shares present in person or represented by
proxy and voting at the meeting. If such amendment is not approved by the
stockholders, the shares available for sale under the ESP Plan will not be
increased as described above.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT
TO THE EMPLOYEE STOCK PURCHASE PLAN.
APPROVAL OF AMENDMENT TO THE URS CORPORATION
1991 STOCK INCENTIVE PLAN
General
On December 18, 1997, the Board of Directors approved an
amendment to the 1991 Plan described below, subject to the approval of the
Company's stockholders. The purposes of the 1991 Plan are to encourage key
employees and consultants of the Company and its subsidiaries to focus on
long-range objectives, to attract and retain key employees and consultants with
exceptional qualifications and to link key employees and consultants to
stockholder interests through equity ownership. Directors and officers of the
Company who are also employees are eligible for awards under the original 1991
Plan. The 1991 Plan was originally adopted by the Board of Directors on January
15, 1991 and approved by the Company's stockholders at the annual meeting of
stockholders held on March 26, 1991. On July 23, 1991, the Board of Directors
adopted amendments to the 1991 Plan, which were approved by the Company's
stockholders at the annual meeting of stockholders held on March 24, 1992, which
provided for a program of nondiscretionary stock option grants to the Company's
non-employee directors and increased the shares available under the 1991 Plan by
500,000 shares. The Board of Directors amended and restated the 1991 Plan on
December 17, 1996, subject to the approval of the Company's stockholders, which
was obtained at the Company's annual meeting of stockholders held on March 25,
1997.
Reasons for the Amendment
The amended and restated 1991 Plan approved at the Company's
annual meeting of stockholders held on March 25, 1997 authorized an additional
750,000 shares available for grants under the 1991 Plan. At that time, the
Company believed that this increase would be sufficient to cover anticipated
grants to employees for the following three years (absent unusual
circumstances). In November 1997 the Company acquired WC, which increased the
number of the Company's employees from approximately 3,300 to approximately
6,000. This increase in the number of employees means that the additional
750,000 shares available for grants approved at the March 25, 1997 annual
meeting of stockholders are now insufficient to cover grants made (or to be
made) during the originally-projected three year period following the date of
such meeting.
24.
<PAGE>
The Board of Directors, based upon the Committee's
recommendations, believes that stock options continue to be the optimal approach
to providing appropriate long-term incentives to employees. Stock options are
well understood by employees, provide for an appropriate alignment between the
interests of the employees and the stockholders to maximize the value of the
Company's shares, and do not generate a charge to Company earnings which would
result from the other alternatives considered.
The Amendment
The amendment increases the number of shares available for
grants under the 1991 Plan by 1,000,000 shares. This figure is expected to cover
anticipated grants to employees for the next three years, absent unusual
circumstances. This increase will bring the total number of shares granted and
available for grants under the 1991 Plan to 3,310,000 shares, or approximately
22 percent of the Company's outstanding shares on a fully-diluted basis.
Principal Features of the 1991 Plan
The following summary of the 1991 Plan's principal features
does not purport to be complete. It is subject to, and qualified in its entirety
by, the full text of the 1991 Plan, a copy of which is available from the
Company.
Administration. The 1991 Plan is administered by the
Committee, which selects the key employees (including consultants and
non-employee Directors) who will receive awards, determines the amount, vesting
requirements and other conditions of each award, interprets the provisions of
the 1991 Plan and makes all other decisions regarding the operation of the 1991
Plan.
Types of Awards. Awards under the 1991 Plan may take the form
of restricted shares and options. Options may include nonstatutory stock options
(an "NSO" or "NSOs") as well as incentive stock options (an "ISO" or "ISOs")
intended to qualify for special tax treatment. Any award under the 1991 Plan may
include one or any combination of these grants. No person is eligible to be
granted stock options covering more than 400,000 shares of Common Stock in any
fiscal year of the Company. No payment is required upon receipt of an award,
except that the recipient of restricted shares must pay the par value thereof to
the Company. The total number of restricted shares and options that may be
granted under the 1991 Plan is limited to 2,250,000 shares of Common Stock, plus
any unused shares under certain predecessor stock option plans which have
expired or were terminated upon adoption of the 1991 Plan (an aggregate of
approximately 60,000 shares of Common Stock), for a total of 2,310,000 shares of
Common Stock. If any restricted shares or options are forfeited, or if options
terminate for any other reason prior to exercise under the 1991 Plan or the
predecessor stock option plans, then they again become available for awards.
Restricted Shares. Restricted shares are shares of Common
Stock that are subject to forfeiture in the event that the applicable vesting
conditions are not satisfied and are nontransferable prior to vesting.
Restricted shares have the same voting and dividend rights as other shares of
Common Stock. When granting an award, the Committee determines the number of
restricted shares to be included in the award as well as the vesting conditions.
The vesting conditions may be based on the participant's service, his or her
individual performance, the Company's performance or other appropriate criteria.
Vesting may be accelerated in the event of the participant's death, disability
or retirement or in the event of a "change in control." The recipient of
Restricted Shares may pay all projected income taxes or withholding taxes
relating to the award with Common Stock rather than cash.
25.
<PAGE>
Terms of Stock Options. The exercise price under ISOs must be
equal to or greater than the fair market value of the Common Stock on the date
of grant; the exercise price under NSOs must be equal to or greater than 50
percent of the fair market value of the Common Stock on the date of grant. The
term of an ISO cannot exceed ten years. All options are nontransferable prior to
the optionee's death, except that an NSO can be made transferable in the
discretion of the Committee. When granting options, the Committee establishes
the vesting conditions that must be satisfied before the option may be
exercised. In general, the vesting conditions will be based on the optionee's
service after the date of grant. Vesting may be accelerated in the event of the
optionee's death, disability, retirement, attainment of performance goals or in
the event of a "change in control." Moreover, the Committee may determine that
outstanding options will become fully vested if it has concluded that there is a
reasonable possibility of a "change in control" within six months thereafter.
NSOs may be transferred upon such terms and conditions as the Committee may
determine.
The exercise price of an option may be paid in any lawful form
permitted by the Committee, including (without limitation) (i) cash, (ii), the
surrender of Common Stock already owned for more than six months by the
optionee, (iii) delivery of the optionee's full recourse promissory note, (iv)
the "exercise/sale" and "exercise/pledge" directions described below or (v) any
combination thereof. If exercise/sale directions are given, a sufficient number
of option shares to pay the exercise price and any withholding taxes are issued
directly to a securities broker who, in turn, sells those shares in the open
market. The broker remits to the Company the proceeds from the sale of these
shares, and the optionee receives the remaining options shares. If
exercise/pledge directions are given, the option shares are issued directly to a
securities broker or other lender. The broker or other lender will hold the
shares as security and will extend credit for up to 50 percent of their fair
market value. The loan proceeds will be paid to the Company to the extent
necessary to pay the exercise price and any withholding taxes. Any excess loan
proceeds may be paid to the optionee. If the loan proceeds are insufficient to
cover the exercise price and withholding taxes, the optionee will be required to
pay the deficiency to the Company at the time of exercise. The Committee may
also permit optionees to satisfy their withholding tax obligation upon exercise
of an NSO by surrendering a portion of their option shares to the Company.
Change in Control. For purposes of the 1991 Plan, the term
"change in control" means (i) any change in control which would have to be
disclosed in the Company's next proxy statement under the rules of the
Securities and Exchange Commission (the "SEC"), (ii) a change in the composition
of the Board of Directors as a result of which fewer than two-thirds of the
incumbent directors are directors who either had been directors of the Company
24 months prior to such change or were elected or nominated for election to the
Board with the approval 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 (iii) when any person by
the acquisition or aggregation of securities is or becomes the beneficial owner,
directly or indirectly, of at least 20 percent of the total voting power of the
Company's outstanding securities, except that any change in relative beneficial
ownership by reason of a repurchase by the Company of its securities will be
disregarded, as will any increase in the beneficial ownership of the Company's
securities by entities whose investments are managed on a discretionary basis by
RCBA, 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 January 15,
1991.
Amendment and Termination. The 1991 Plan will remain in effect
until it is discontinued by the Board of Directors, except that ISOs may be
granted under the 1991 Plan only until December 16, 2006. The Board of Directors
may amend or terminate the 1991 Plan at any time and for any reason, subject to
the approval of the Company's stockholders only to the extent required by
applicable laws, regulations or rules. The Committee is authorized, within the
provisions of the 1991
26.
<PAGE>
Plan, to amend the terms of outstanding restricted shares, to modify or extend
outstanding options or to exchange new options for outstanding options,
including outstanding options with a higher price than the new options.
Federal Income Tax Information
ISOs. ISOs under the 1991 Plan are intended to be eligible for
the favorable federal income tax treatment accorded "incentive stock options"
under the Code.
There generally are no federal income tax consequences to the
optionee or the Company by reason of the grant or exercise of an ISO. However,
the exercise of an ISO may increase the optionee's alternative minimum tax
liability, if any.
If an optionee holds stock acquired through exercise of an ISO
for at least two years from the date on which the option is granted and at least
one year from the date on which the shares are transferred to the optionee upon
exercise of the option, any gain or loss on a disposition of such stock will be
a capital gain or loss. Generally, if the optionee disposes of the stock before
the expiration of either of these holding periods (a "disqualifying
disposition"), at the time of disposition, the optionee will recognize taxable
ordinary income equal to the lesser of (i) the excess of the stock's fair market
value on the date of exercise over the exercise price, or (ii) the optionee's
actual gain, if any, on the purchase and sale. The optionee's additional gain,
or any loss, upon the disqualifying disposition will be a capital gain or loss,
which will be long-term, mid-term or short-term depending on how long the
optionee holds the stock. Capital gains currently are generally subject to lower
tax rates than ordinary income. Slightly different rules may apply to optionees
who acquire stock subject to certain repurchase options or who are subject to
Section 16(b) of the Exchange Act.
To the extent the optionee recognizes ordinary income by
reason of a disqualifying disposition, the Company will generally be entitled
(subject to the requirement of reasonableness, the provisions of Section 162(m)
of the Code and the satisfaction of a tax reporting obligation) to a
corresponding business expense deduction in the tax year in which the
disqualifying disposition occurs.
NSOs. NSOs granted under the 1991 Plan generally have the
following federal income tax consequences:
There are no tax consequences to the optionee or the Company
by reason of the grant of an NSO. Upon exercise of an NSO, the optionee normally
will recognize taxable ordinary income equal to the excess of the stock's fair
market value on the date of exercise over the option exercise price. Generally,
with respect to employees, the Company is required to withhold from regular
wages or supplemental wage payments an amount based on the ordinary income
recognized. Subject to the requirement of reasonableness, the provisions of
Section 162(m) of the Code and the satisfaction of a tax reporting obligation,
the Company will generally be entitled to a business expense deduction equal to
the taxable ordinary income realized by the optionee. Upon disposition of the
stock, the optionee will recognize a capital gain or loss equal to the
difference between the selling price and the sum of the amount paid for such
stock plus any amount recognized as ordinary income upon exercise of the option.
Such gain or loss will be long-term, mid-term or short-term depending on how
long the optionee holds the stock. Capital gains currently are generally subject
to lower tax rates than ordinary income. Slightly different rules may apply to
optionees who are subject to Section 16(b) of the Exchange Act.
27.
<PAGE>
Restricted Stock. Restricted stock granted under the 1991 Plan
generally has the following federal income tax consequences:
Upon acquisition of stock under a restricted stock award, the
recipient normally will recognizable taxable ordinary income equal to the excess
of the stock's fair market value over the purchase price, if any. However, to
the extent the stock is subject to certain types of vesting restrictions, the
taxable event will be delayed until the vesting restrictions lapse unless the
recipient elects to be taxed on receipt of the stock. Generally, with respect to
employees, the Company is required to withhold from regular wages or
supplemental wage payments an amount based on the ordinary income recognized.
Subject to the requirement of reasonableness, the provisions of Section 162(m)
of the Code and the satisfaction of a tax reporting obligation, the Company will
generally be entitled to a business expense deduction equal to the taxable
ordinary income realized by the recipient. Upon disposition of the stock, the
recipient will recognize a capital gain or loss equal to the difference between
the selling price and the sum of the amount paid for such stock, if any, plus
any amount recognized as ordinary income upon acquisition (or vesting) of the
stock. Such gain or loss will be long-term, mid-term or short-term depending on
how long the recipient holds the stock. Capital gains currently are generally
subject to lower tax rates than ordinary income. Slightly different rules may
apply to persons who are subject to Section 16(b) of the Exchange Act.
Potential Limitation on Company Deductions. Section 162(m) of
the Code denies a deduction to any publicly held corporation for compensation
paid to certain employees in a taxable year to the extent that compensation
exceeds $1,000,000 for a covered employee. It is possible that compensation
attributable to awards under the 1991 Plan, when combined with all other types
of compensation received by a covered employee from the Company, may cause this
limitation to be exceeded in any particular year. Compensation attributable to
stock options is intended to qualify as "performance-based compensation," which
is disregarded for purposes of the deduction limitation. Stock options are
expected to remain the primary long-term incentive used for executives and key
managers.
Required Vote
Approval of the amendment to the 1991 Plan requires the
affirmative vote of the majority of shares present in person or represented by
proxy and voting at the meeting. If such amendment is not approved by the
stockholders, the shares available for grants under the 1991 Plan will not be
increased as described above.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT
TO THE 1991 STOCK INCENTIVE PLAN.
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected Coopers & Lybrand L.L.P.
to serve as the Company's independent auditors for the 1998 fiscal year. Coopers
& Lybrand L.L.P. have served as the Company's independent auditors since June
1988. The Board of Directors is submitting its selection of that firm to the
stockholders for ratification in order to ascertain the stockholders' views.
Such ratification will require the affirmative vote of the majority of shares
present in person or represented by proxy and voting at the Meeting. If
ratification is not provided, the Board of Directors will reconsider its
selection.
28.
<PAGE>
Representatives of Coopers & Lybrand L.L.P. are expected to be
present at the Annual Meeting of Stockholders, will have the opportunity to make
a statement if they desire to do so and are expected to be available to respond
to appropriate questions from stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF
THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS THE INDEPENDENT AUDITORS OF THE
COMPANY.
COMPLIANCE WITH SECTION 16(a) OF SECURITIES EXCHANGE ACT
During fiscal year 1997, the following persons failed to file
on a timely basis reports required under Section 16(a) of the Exchange Act:
none.
PROPOSALS BY STOCKHOLDERS
Proposals by stockholders of the Company intended to be
presented at the next annual meeting of stockholders must be received by the
Company by October 16, 1998 in order to be considered for inclusion in the
Company's proxy statement and form of proxy relating to that meeting.
OTHER BUSINESS
The Board of Directors is not aware of any other business
which will come before the Annual Meeting of Stockholders. If any other business
is properly brought before the Annual Meeting of Stockholders, proxies will be
voted thereon in accordance with the judgment of the persons voting the proxies.
FOR THE BOARD OF DIRECTORS
Kent P. Ainsworth, Secretary
San Francisco, California
29.
<PAGE>
Appendix A
URS Corporation
1991 Stock Incentive Plan
(amended effective December 18, 1997)
<PAGE>
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
<S> <C> <C>
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.................................................................... 3
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.......................................................... 4
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...................................................................... 5
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.................................................................... 9
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
ii.
<PAGE>
TABLE OF CONTENTS
(continued)
Page
14.15 "Optionee"........................................................................... 12
14.16 "Outside Director"................................................................... 12
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
</TABLE>
iii.
<PAGE>
URS CORPORATION
1991 STOCK INCENTIVE PLAN
Amended effective December 18, 1997
ARTICLE 1
INTRODUCTION
The Plan was amended by the Board on December 18, 1997, subject to
approval by the Company's stockholders at the 1998 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 Non-Employee 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 3,250,000, 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.
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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
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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 cancellation 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
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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
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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
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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
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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
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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.
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ARTICLE 13
FUTURE OF THE PLAN
13.1 Term of the Plan. The amended Plan, as set forth herein, shall
become effective on December 18, 1997, 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 1998 annual meeting or any adjournment thereof, the Plan
shall revert to the provisions in effect immediately before December 18, 1997.
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
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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.
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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.
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Appendix B
URS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
Adopted Effective July 1, 1997
Approved By Stockholders ___________, 1998
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).
(ii) To designate from time to time which Affiliates of the
Company shall be eligible to participate in the Plan.
1.
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(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 eight hundred fifty thousand
(850,000) 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 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.
2.
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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 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.
3.
<PAGE>
(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:
(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.
4.
<PAGE>
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.
(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
5.
<PAGE>
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.
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
6.
<PAGE>
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 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
7.
<PAGE>
(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.
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.
8.
<PAGE>
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>
Appendix C
URS CORPORATION
Proxy Solicited by Board of Directors for Annual Meeting of March 24, 1998
Kent P. Ainsworth and Carol Brummerstedt, or either of them, each with
the power of substitution, are hereby authorized to represent and vote, as
designated below, the shares of the undersigned at the annual meeting of
stockholders of URS Corporation to be held on March 24, 1998, or at any
adjournment of the annual meeting.
The Board of Directors recommends a vote FOR the election of directors and FOR
Items 2 through 4.
1. Election of Directors:
[ ] FOR all nominees listed below (except as marked to the
contrary below):
[ ] WITHHOLD AUTHORITY to vote for nominees listed below:
<TABLE>
(Instruction: To withhold authority for any individual nominee, strike a line through the
nominee's name in the list below)
<CAPTION>
<S> <C> <C>
Richard C. Blum Robert L. Costello Armen Der Marderosian
Admiral S. Robert Foley, Jr., USN, (Ret.) Robert D. Glynn, Jr. Senator J. Bennett Johnston
Martin M. Koffel Richard B. Madden Jean-Yves Perez
Richard Q. Praeger Irwin L. Rosenstein Frank S. Waller
William D. Walsh
<FN>
(Continued, and to be signed, on reverse side)
</FN>
</TABLE>
1.
<PAGE>
2. Approval of the amendment of the URS Corporation Employee Stock
Purchase Plan:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Approval of the amendment of the URS Corporation 1991 Stock
Incentive Plan:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Ratification of the selection of Coopers & Lybrand as the Company's
independent auditors for fiscal year 1998:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. Upon any other matters which might come before the meeting.
Shares voted by this proxy will be voted as directed by the
stockholder. If no such directions are indicated, the proxies will have
authority to vote FOR the election of directors and FOR Items 2 through 4.
Dated ____________________, 1998
----------------------------------------
Stockholder's Signature
----------------------------------------
Stockholder's Signature
Please sign exactly as name appears on
this proxy. If signing for estates,
trusts, or corporations, title or
capacity should be stated. If shares are
held jointly, each holder should sign.
PLEASE MARK, DATE, SIGN AND RETURN
2.
