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)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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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(4) Date filed:
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<PAGE>
100 California Street, Suite 500
San Francisco, California 94111-4529
URS CORPORATION Telephone: (415) 774-2700
Direct: (415) 774-2711
Facsimile: (415) 398-2038
Martin M. Koffel
Chairman and
Chief Executive Officer
February 17, 1999
Dear Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of
Stockholders on Tuesday, March 23, 1999, 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 23.
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 23, 1999
The Annual Meeting of Stockholders of URS Corporation will be
held on Tuesday, March 23, 1999, 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 the material terms of the URS
Corporation Incentive Compensation Plan;
3. To consider ratification of the selection of
PricewaterhouseCoopers L.L.P. as URS Corporation's
independent auditors for fiscal year 1999; and
4. 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, 1999 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, 1999
<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
23, 1999, 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, 1999. As of that date, 15,289,631 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 material terms of the URS Corporation Incentive
Compensation Plan, and (iii) ratification of the selection of
PricewaterhouseCoopers L.L.P. as the independent auditors for the Company for
fiscal year 1999.
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
1998 Annual Report are being sent to stockholders on or about February 17, 1999.
A copy of the Company's Annual Report on Form 10-K for its fiscal year ended
October 31, 1998 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.
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
1.
<PAGE>
<TABLE>
past five years, certain directorships held by each and the year in which each
became a director of the Company.
<CAPTION>
Yeat
First
Name of Director Principal Occupation Age Elected
- ---------------- -------------------- --- -------
<S> <C> <C> <C>
Richard C. Blum Chairman and President, Richard C. Blum & Associates, Inc. 63 1975
("RCBA Inc."), the sole general partner of Richard C. Blum &
Associates, L.P., a merchant banking and equity investment
management firm ("RCBA LP"); Vice Chairman of the Board of
Directors and financial consultant to the Company; Director
of Northwest Airlines Corporation since 1989; Director of
Shaklee Corporation since 1990; Director of CB Richard Ellis
since 1993; Co-Chairman of Newbridge Capital since 1997;
Director of Glenborough Realty Trust, Inc. since 1998;
Director of Playtex Products, Inc. since 1998.
Robert L. Costello Executive Vice President, URS Greiner Woodward Clyde, the 47 1996
Company's principal operating division, since November 1998;
Executive Vice President, URS Greiner, the Company's former
principal operating division, from November 1997 to October
1998; President of Greiner Engineering, Inc., a division of
the Company, from April 1996 to October 1997; Vice President
of the Company since April 1996; President and Chief
Executive Officer of Greiner Engineering, Inc. from August
1995 to March 1996 and Director of same from August 1995 to
March 1996; President and Chief Operating Officer of same
from February 1994 to August 1995; Executive Vice President
and Chief Financial Officer of same from August 1988 to
August 1994; Director of TAVA Technologies, Inc. since 1997.
Armen Executive Vice President, Technology and Systems since 1998 61 1994
Der Marderosian and Senior Vice President, Technology and Systems from 1995
to 1997, of GTE Corporation; Executive Vice President and
General Manager, 1993 to 1995, GTE Government Systems
Corporation.
Admiral S. Robert Senior Advisor to Raytheon Corporation since 1998; Vice 70 1994
Foley, Jr., USN (Ret.) President of Raytheon International, Inc. and President of
Raytheon Japan from 1995 to 1998; Director of Frequency
Electronics since 1999; Director of RSI Inc. since 1998;
Director of SAGE Laboratories since 1998; Director of
Filtronics Solid State since 1998.
<PAGE>
Robert D. Glynn, Jr. Chairman of the Board since 1998 and Chief Executive Officer 56 1996
and President since 1997 of PG&E Corporation and Chairman of
the Board of Pacific Gas and Electric Company since 1998;
Officer of PG&E Corporation since 1996 and Officer of
Pacific Gas and Electric Company since 1988; Director of
Pacific Gas and Electric Company since 1995 and of PG&E
Corporation since 1996.
Martin M. Koffel Chief Executive Officer and President of the Company since 59 1989
May 1989; Chairman of the Board since June 1989.
Richard B. Madden Retired Chairman and Chief Executive Officer since 1994 and 69 1992
Director since 1971, of Potlatch Corporation; Director of
PG&E Corporation since 1996 and Pacific Gas and Electric
Company since 1977; Director of CNF Transportation Inc.
since 1992.
Jean-Yves Perez Executive Vice President of URS Greiner Woodward Clyde, the 53 1997
Company's principal operating division, since November 1998;
President of Woodward-Clyde Group, Inc., a division of the
Company, from November 1997 to October 1998; President and
Chief Executive Officer of Woodward-Clyde Group, Inc. from
1987 to October 1997.
Richard Q. Praeger Management and engineering consultant since 1974; Owner, 74 1970
Transition Books, a book store, since 1979; prior to
November 1974, President, URS/Madigan-Praeger, Incorporated.
Irwin L. Rosenstein President of URS Greiner Woodward Clyde, the Company's 62 1989
principal operating division, since November 1998; President
of URS Greiner, the Company's former principal operating
division, from November 1997 to October 1998; President of
URS Consultants, Inc., the Company's former principal
operating division, from February 1989 to October 1997; Vice
President of the Company since 1987.
3.
<PAGE>
William D. Walsh Chairman of Sequoia Associates LLC, a private investment 68 1988
firm, since 1982; Chairman of the Board, Consolidated
Freightways Corporation since 1996 and Director of
Consolidated Freightways, Inc. from 1994 to 1996; Chairman
of the Board of Newell Manufacturing Corporation and Newell
Industrial Corporation since 1988; Chairman of the Board of
Clayton Group, Inc. 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; Director of Bemiss Jason since
1998; Chairman of the Board of Champion Road Machinery from
1988 to 1997; Director of National Education Corporation
from 1982 to 1997.
</TABLE>
During fiscal year 1998, the Board of Directors held four
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 1998. 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 Mr. Praeger and Admiral Foley. The Audit Committee held three meetings
during fiscal year 1998. The primary responsibilities of the Audit Committee are
to direct and approve the scope of the auditor's 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. In addition, the Audit Committee reviews special
issues, including issues relating to Year 2000 preparedness.
The Board Affairs Committee (previously called the Nominating
Committee) consists of Mr. Walsh, Chairman, and Messrs. Koffel and Madden. The
Board Affairs Committee held one meeting during fiscal year 1998. 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 nominees recommended by security holders. Any security
holder who wishes to recommend a nominee for
4.
<PAGE>
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.
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 salaries are currently regularly reviewed and
adjusted as needed based on individual performance and competitive practices.
Officer base compensation for new executives from outside the Company is
established through negotiation between the Company and the executive at the
time the executive is first hired, subject to Committee approval.
Each of the Company's senior executives named in the following
Summary Compensation Table (collectively the "Named Executives") 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.
5.
<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 and Woodward-Clyde Incentive
Compensation Plans (the "URS Greiner Woodward Clyde Plans"). 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 either set by contract or 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 Woodward Clyde Plans, measurements
of operating profit contribution, cash flow and new business 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. Awards under the 1991 Plan can be
either stock options, performance restricted stock 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
6.
<PAGE>
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 1998 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 1998 URS Plan with a Target Bonus of 60
percent of his base salary, and he received a grant of 66,000 options under the
1991 Plan. The Company's financial performance in fiscal year 1998 exceeded
planned levels. As a result of this performance, Mr. Koffel received a bonus of
$520,738 under the payout formula of the 1998 URS Plan. On December 17, 1998,
the Committee approved an increase to Mr. Koffel's base compensation from
$500,000 to $550,000 per year, in recognition of both the Company's performance
and its increased size following the acquisition of Woodward-Clyde Group, Inc.
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, one-third,
two-thirds and all of the 50,000 shares, respectively, will be earned
cumulatively if annual stockholder returns during the period are twelve percent
or more, no shares will be earned if annual stockholder returns are eight
percent or less, and a prorated portion of the shares will be earned if annual
stockholder returns are more than eight percent but less than twelve percent.
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 and performance-based
compensation. The Internal Revenue Service has issued regulations for Section
162(m), which provide that performance-based compensation will not be subject to
the deduction limit if (i) it is payable solely on account of the attainment of
pre-established, 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 performance goals under which the
compensation is to be paid 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 1998 which was within the scope of Section 162(m) of
the Code, the regulations do not affect the preparation
7.
<PAGE>
of the Company's tax filings for fiscal year 1998. However, in fiscal year 1999,
the compensation level of the Named Executives (including the vesting of
restricted stock and performance restricted stock granted under the 1991 Plan)
could exceed the $1,000,000 threshold of Section 162(m). Accordingly, the
Company's Board of Directors, based upon the recommendation of the Committee, is
seeking stockholder approval of the material terms of the Company's annual bonus
program, including the performance objectives, in order to qualify the payments
under such program as performance-based compensation for purposes of Section
162(m).
Respectfully Submitted,
THE COMPENSATION/OPTION COMMITTEE
Richard B. Madden, Chairman
Robert D. Glynn, Jr.
William D. Walsh
Compensation and Option/SAR Tables
The following tables set forth certain information regarding the salary
and benefits paid by the Company during each of the three most recent fiscal
years, and options granted by the Company in the most recent fiscal year, to its
Chief Executive Officer and its four most highly compensated executive officers
(other than the Chief Executive Officer) for services rendered to the Company
and its subsidiaries.
8.
<PAGE>
<TABLE>
Summary Compensation Table
--------------------------
<CAPTION>
Annual Compensation
----------------------------------------
Other
Annual
Principal Compen-
Name Position Year Salary Bonus Sation(1)
- ---- -------- ---- ------ ----- ---------
($) ($) ($)
<S> <C> <C> <C> <C> <C>
Martin M. Chairman of the 1998 $489,750 $520,738 $2,715
Koffel Board; Chief 1997 $415,000 $446,644 $2,712
Executive Officer; 1996 $410,000 $492,000 $3,235
President
Irwin L. President, URS 1998 $342,711 $243,305 $3,532
Rosenstein Greiner Woodward 1997 $315,000 $214,498 $929
Clyde 1996 $312,513 $242,800 $375
Jean-Yves Executive Vice 1998(6) $310,000 $184,687 $0
Perez President, URS
Greiner Woodward
Clyde
Kent P. Executive Vice 1998 $268,370 $237,793 $3,210
Ainsworth President; 1997 $220,000 $157,850 $0
Chief Financial 1996 $212,083 $169,666 $0
Officer; Secretary
Robert L. Executive Vice 1998 $260,993 $146,058 $0
Costello President, URS 1997 $250,000 $149,445 $0
Greiner Woodward 1996(10) $178,082 $81,104 $0
Clyde
=========================================================================================
<FN>
(See footnotes on the following page)
</FN>
</TABLE>
<TABLE>
Summary Compensation Table
--------------------------
<CAPTION>
Long Term Compensation
-------------------------------------------------
Awards Payouts
------------------------------------ ------------
Securities
Restricted Underlying All Other
Stock Options/ LTIP Compen-
Name Award(s)(2) SARs Payouts Sation
- ---- ----------- ---- ------- ------
($) (#) ($) ($)
<S> <C> <C> <C> <C>
Martin M. $703,125(3) 66,000 $0 $ 16,727(4)
Koffel $0 36,000 $0 $ 42,146
$0 18,000 $0 $ 41,583
Irwin L. $0 27,000 $0 $ 8,363(5)
Rosenstein $0 24,000 $0 $ 13,529
$0 12,000 $0 $ 14,785
Jean-Yves $0 20,000 $0 $ 10,917(7)
Perez
Kent P. $351,563(8) 27,000 $0 $ 3,274(9)
Ainsworth $0 20,000 $0 $ 1,500
$0 4,800 $0 $ 1,500
Robert L. $0 5,000 $0 $ 2,779(11)
Costello $0 7,500 $0 $ 1,600
$0 50,000 $0 $203,830
===============================================================================
<FN>
(See footnotes on the following page)
9.
<PAGE>
(1) The amounts in this column primarily represent automobile allowances.
(2) The aggregate number and value as of October 31, 1998 of each of the Named
Executive's restricted share holdings are as follows: Mr. Koffel,50,000
shares, $844,000; Mr. Rosenstein, zero (0) shares, $0; Mr. Costello, zero
(0) shares, $0; Mr. Ainsworth, 25,000 shares, $422,000; Mr. Perez, zero (0)
shares, $0. Dividends will be paid on such restricted stock if and when
declared by the Company on its Common Stock.
(3) On December 16, 1997, Mr. Koffel was awarded 50,000 shares of restricted
stock, 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 (See "Employment Agreements").
(4) Consists of matching contributions of $2,128 paid pursuant to the Company's
Defined Contribution Plan, a $1,228 inflation adjustment (based on a cost
of living index) to amounts previously credited under the Company's
Selected Executives Deferred Compensation Plan and $13,371 of term life and
disability insurance premiums paid pursuant to Mr. Koffel's employment
agreement. In addition, on December 16, 1997, Mr. Koffel received a
contingent grant of 50,000 shares of performance restricted stock which may
be earned over the three, four and five year periods ending December 16,
2000, December 16, 2001 and December 16, 2002 based upon the Company's
cumulative total returns to its stockholders (See "Employment Agreements").
The value of such performance restricted stock as of October 31, 1998
(assuming that such performance restricted stock was fully vested on that
date) was $844,000.
(5) Consists of matching contributions of $2,128 paid by the Company pursuant
to the Company's Defined Contribution Plan, a $2,546 inflation adjustment
(based on a cost of living index) to amounts previously credited under the
Company's Selected Executives Deferred Compensation Plan and $3,689 for
life and disability insurance premiums.
(6) Mr. Perez has been employed by the Company since November 1, 1997.
(7) Consists of matching contributions of $4,800 paid by the Company pursuant
to the Company's Defined Contribution Plan and $3,456 of term life
insurance premiums.
(8) On December 16, 1997, Mr. Ainsworth was awarded 25,000 shares of restricted
stock, 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
(See "Employment Agreements").
(9) Consists of matching contributions of $2,128 paid by the Company pursuant
to the Company's Defined Contribution Plan and $1,146 in term life
insurance premiums. In addition, on December 16, 1997, Mr. Ainsworth
received a contingent grant of 25,000 shares of performance restricted
stock which may be earned over the three, four and five year periods ending
December 16, 2000, December 16, 2001 and December 16, 2002 based upon the
Company's cumulative total returns to its stockholders (See "Employment
Agreements"). The value of such performance restricted stock as of October
31, 1998 (assuming that such performance restricted stock was fully vested
on that date) was $422,000.
(10) Mr. Costello has been employed by the Company since March 29, 1996.
(11) Consists of matching contributions of $2,128 paid by the Company pursuant
to the Company's Defined Contribution Plan and $651 in term life insurance
premiums.
</FN>
</TABLE>
10.
<PAGE>
<TABLE>
Option/SAR Grants In Last Fiscal Year
-------------------------------------
<CAPTION>
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term
----------------- ---------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---- ----------- ----------- ------ ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Mr. Koffel 66,000 11.6% $14.56 3/24/2008 604,343 1,531,523
Mr. Rosenstein 27,000 4.7% $14.56 3/24/2008 247,231 626,532
Mr. Perez 20,000 3.5% $14.06 12/16/2007 176,845 448,160
Mr. Ainsworth 27,000 4.7% $14.56 3/24/2008 247,231 626,532
Mr. Costello 5,000 1.0% $14.56 3/24/2008 45,784 116,024
</TABLE>
<TABLE>
Aggregated Option/SAR Exercises In Last Fiscal Year
and FY-End Option/SAR Values
----------------------------
<CAPTION>
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options/SARs at
Options/SARs at FY-End ($)(1)
FY-End (#)
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise Realized Unexercisable Unexercisable
---- ----------- -------- ------------- -------------
(#) ($)
<S> <C> <C> <C> <C>
Mr. Koffel 0 $0 454,000 $5,671,850
90,000 $305,790
Mr. Perez 0 $0 0 $0
20,000 $56,300
Mr. Rosenstein 25,000 $328,125 108,500 $938,875
47,000 $205,005
Mr. Ainsworth 0 $0 93,466 $835,852
40,334 $147,502
Mr. Costello 0 $0 35,834 $353,444
26,666 $212,193
<FN>
(1) Based on 1998 fiscal year-end share price equal to $16.88.
</FN>
</TABLE>
11.
<PAGE>
Directors' Remuneration
During fiscal year 1998, 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 and Admiral Foley) who is re-elected 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 re-elected 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 1998
was $4,723. 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 LP 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 LP, indirectly through several
entities, holds 2,933,888 shares, or approximately 19 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 December 17, 1995, $415,000 from December 18,
1995 through December 31, 1997, and $500,000 from January 1, 1998 through
December 31, 1998. On December 15, 1998, the Compensation/Option Committee (the
"Committee") approved an increase in Mr. Koffel's base compensation, effective
12.
<PAGE>
January 1, 1999, to $550,000 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 are twelve percent or more, no
shares will be earned if annual stockholder returns are eight percent or less,
and a prorated portion of the shares will be earned if annual stockholder
returns are more than eight percent but less than twelve percent.
On October 13, 1998, following a recommendation made by the
Committee, the Board of Directors approved an amendment to Mr. Koffel's
employment agreement to provide for a tax gross-up payment to Mr. Koffel to
offset the cost of excise taxes that could be imposed if his employment is
terminated following a change in control and any resulting severance payments
due Mr. Koffel are considered to be "excess parachute payments" subject to
excise tax under Sections 280G and 4999 of the Code and to reimburse Mr. Koffel
for the cost of term life insurance with a face amount equal to up to four times
his base salary and to provide for a tax gross-up payment to Mr. Koffel to
offset the cost of all income and employment taxes imposed on Mr. Koffel because
of such reimbursement. Accordingly, Mr. Koffel and the Company entered into an
Amendment to Employment Agreement dated as of October 13, 1998 reflecting such
amendments.
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
13.
<PAGE>
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.
Irwin L. Rosenstein
Mr. Rosenstein has an evergreen employment agreement with URS
Greiner Woodward Clyde Consultants, Inc., 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 31, 1998. On December 15, 1998, the Committee
increased Mr. Rosenstein's annual base salary, effective January 1, 1999, to
$385,000. On October 13, 1998, following a recommendation made by the Committee,
the Board of Directors approved an amendment to Mr. Rosenstein's employment
agreement to provide for a tax gross-up payment to Mr. Rosenstein to offset the
cost of excise taxes that could be imposed if his employment is terminated
following a change in control and any resulting severance payments due Mr.
Rosenstein are considered to be "excess parachute payments" subject to excise
tax under Sections 280G and 4999 of the Code. Accordingly, Mr. Rosenstein
entered into an Amendment to Employment Agreement dated as of October 13, 1998
reflecting such amendments.
The agreement also obligates employer 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 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 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 employer'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 employer'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.
Jean-Yves Perez
Mr. Perez executed an evergreen employment agreement with URS
Greiner Woodward-Clyde Group, Inc. in November 1997. Under his employment
agreement, Mr. Perez receives an annual base salary of $310,000 per year. If
during the first half of employer's fiscal year Mr. Perez's employment is
terminated without cause (other than by reason of death or disability) or Mr.
Perez voluntarily resigns his employment in the event that his salary is reduced
or employer breached its obligation to employ Mr. Perez in an executive position
as described in the agreement, Mr. Perez is entitled to a severance payment
equal to 100 percent of his then current base salary plus any accrued and unpaid
vacation at the time of such termination, and if during the second half of
employer's fiscal year Mr. Perez's employment is terminated without cause (other
than by reason of death or disability) or Mr. Perez voluntarily resigns his
employment in the event that his salary is reduced or employer breached its
obligation to employ Mr. Perez in an executive position as described in the
agreement, Mr. Perez is
14.
<PAGE>
entitled to a severance payment equal to 120 percent of his then current base
salary plus any accrued and unpaid vacation at the time of such termination.
Also, under his employment agreement, if Mr. Perez ceases to
be employed within one year following a "Change of Control" (see below), Mr.
Perez 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. Perez's
agreement as the acquisition by any person of 51 percent of more of employer's
or the Company's then current outstanding securities having the right to vote at
elections of Directors. On October 13, 1998, following a recommendation made by
the Committee, the Board of Directors approved an amendment to Mr. Perez'
employment agreement to provide for a tax gross-up payment to Mr. Perez to
offset the cost of excise taxes that could be imposed if his employment is
terminated following a change in control and any resulting severance payments
due Mr. Perez are considered to be "excess parachute payments" subject to excise
tax under Sections 280G and 4999 of the Code. Accordingly, Mr. Perez entered
into an Amendment to Employment Agreement dated as of October 13, 1998
reflecting such amendments.
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, $220,000 through December
31, 1997, and $275,000 through December 31, 1998. On December 15, 1998, the
Committee approved an increase in Mr. Ainsworth's base compensation, effective
January 1, 1999, to $305,000 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 are twelve percent or more, no
shares will be earned if annual stockholder returns are eight percent or less,
and a prorated portion of the shares will be earned if annual stockholder
returns are more than eight percent but less than twelve percent.
On October 13, 1998, following a recommendation made by the
Committee, the Board of Directors approved an amendment to Mr. Ainsworth's
employment agreement to provide for a tax gross-up payment to Mr. Ainsworth to
offset the cost of excise taxes that could be imposed if his employment is
terminated following a change in control and any resulting severance payments
due Mr. Ainsworth are considered to be "excess parachute payments" subject to
excise tax under Sections 280G and 4999 of the Code. Accordingly, Mr. Ainsworth
and the Company entered into an Amendment to Employment Agreement dated as of
October 13, 1998 reflecting such amendments.
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
15.
<PAGE>
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.
Robert L. Costello
Mr. Costello has an employment agreement with URS Greiner
Woodward Clyde, Inc, 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. On October 13, 1998, following a recommendation made by the
Committee, the Board of Directors approved an amendment to Mr. Costello's
employment agreement to provide for a tax gross-up payment to Mr. Costello to
offset the cost of excise taxes that could be imposed if his employment is
terminated following a change in control and any resulting severance payments
due Mr. Costello are considered to be "excess parachute payments" subject to
excise tax under Sections 280G and 4999 of the Code. Accordingly, Mr. Costello
entered into an Amendment to Employment Agreement dated as of October 13, 1998
reflecting such amendments. If Mr. Costello's employment is terminated 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 employer has
breached its obligation to employ Mr. Costello in an executive position as
described in the agreement, Mr. Costello is entitled to 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 employer'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.
16.
<PAGE>
Stockholder Return Charts
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:
Dames & Moore Group IT Group
Emcon Associates Jacobs Engineering Group, Inc.
Fluor Daniel GTI, Inc. Michael Baker Corporation
Foster Wheeler Corporation Roy F. Weston, Inc.
Harding Lawson Associates Group, Inc. Stone & Webster, Incorporated
ICF Kaiser International, Inc. STV Group
Salient 3 Communications, Inc. (formerly Gilbert Associates) has restructured
from an engineering firm to a communications firm. As a result, Salient 3
Communications, Inc. is no longer comparable with the Company and has been
removed from the peer index, and Foster Wheeler Corporation has been added to
the peer index as its replacement.
[The following descriptive data is supplied in accordance with Rule 304(d) of
Regulation S-T)
10/31/93 10/31/94 10/31/95 10/31/96 10/31/97 10/31/98
-------- -------- -------- -------- -------- --------
Peer Group $100 $100 $104 $108 $117 $102
URS Corp. $100 $118 $131 $174 $326 $346
S&P 500 $100 $104 $131 $162 $214 $260
17.
<PAGE>
STOCK OWNERSHIP
<TABLE>
The following table contains information as of February 5,
1999 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,
1999, 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. (2) 2,933,888 shares 19.19%
909 Montgomery Street
San Francisco, CA 94133
Heartland Advisors, Inc. 1,474,826 shares 9.65%
790 North Milwaukee Street
Milwaukee, WI 53202
FMR Corp. 1,668,600 shares 10.91%
82 Devonshire Street
Boston, MA 02109-3614
Richard C. Blum (3) 22,982 shares Less than 1%
Robert L. Costello (4) 37,152 shares Less than 1%
Armen Der Marderosian (5) 5,141 shares Less than 1%
Admiral S. Robert Foley, Jr., USN (Ret.) 0 shares N/A
Robert D. Glynn, Jr. (6) 3,241 shares Less than 1%
Martin M. Koffel (7) 489,000 shares 3.10%
Richard B. Madden (8) 12,141 shares Less than 1%
Jean-Yves Perez (9) 125,378 shares Less than 1%
Richard Q. Praeger (10) 17,352 shares Less than 1%
Irwin L. Rosenstein (11) 103,114 shares Less than 1%
William D. Walsh (12) 25,500 shares Less than 1%
Kent P. Ainsworth (13) 125,966 shares Less than 1%
Joseph Masters (14) 14,600 shares Less than 1%
All Officers and Directors 3,915,455 shares 24.45%
as a group (13 persons)(15)
<FN>
- --------------------------
(1) Percentages are calculated with respect to a holder of options
exercisable prior to March 15, 1999 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.
18.
<PAGE>
(2) Richard C. Blum is the President, Chairman and majority stockholder of
RCBA Inc. RCBA Inc. is the sole general partner of RCBA LP. The number
of shares represents 996 shares owned directly by RCBA LP and 2,932,892
shares owned directly by five limited partnerships for which RCBA LP
serves as the sole general partner and two investment advisory clients
for which RCBA LP exercises voting and investment discretion as to all
such shares. One of the investment advisory clients is The Common Fund,
450 Post Road East, Westpoint, CT 06881-0909, which owns 1,077,980
shares, or 7.05% of the outstanding Common Stock, directly. RCBA Inc.
and RCBA LP disclaim beneficial ownership of the shares owned directly
by such partnerships and investment advisory clients except to the
extent of any pecuniary interest therein.
(3) Includes 10,528 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 LP or entities managed by RCBA LP, which
Mr. Blum may be deemed to own indirectly in his capacity as the
President, Chairman and majority stockholder of RCBA Inc., in its
capacity as the sole general partner of RCBA LP. Mr. Blum disclaims
beneficial ownership of these shares except to the extent of any
pecuniary interest therein.
(4) Represents 1,887 shares held directly and 1,932 shares held indirectly
in The Performance Plan of Greiner Engineering, Inc. and currently
exercisable options.
(5) Includes 3,141 shares held directly and currently exercisable options.
(6) Represents shares held directly.
(7) Includes 50,000 restricted shares held directly and currently
exercisable options.
(8) Includes 8,141 shares held directly and currently exercisable options.
(9) Includes 118,711 shares held directly and currently exercisable
options.
(10) Includes 7,352 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) Includes shares held by RCBA LP and by entities managed by RCBA LP,
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 LP. Mr. Blum disclaims beneficial ownership of these
shares except to the extent of any pecuniary interest therein.
</FN>
</TABLE>
19.
<PAGE>
APPROVAL OF THE MATERIAL TERMS OF THE
URS CORPORATION INCENTIVE COMPENSATION PLAN
General
On December 17, 1998, the Board of Directors approved the URS
Corporation Incentive Compensation Plan (the "Plan"), effective November 1,
1998, subject to the approval of the Plan's material terms by the Company's
stockholders. Previously, the Company adopted annual incentive compensation
plans for itself and each of its principal operating subsidiaries. The purpose
of and methodology in the Plan is generally the same as the purpose of and
methodologies in such prior incentive compensation plans.
As discussed earlier in the Report of the Compensation/Option
Committee on Executive Compensation, Section 162(m) of the Code generally
precludes the deduction by a publicly held corporation for compensation paid to
certain employees to the extent that such compensation exceeds $1 million but
provides an exception for performance-based compensation. The employees subject
to this limitation are the Chief Executive Officer and the four other highest
compensated officers of the Company whose compensation is reported in the
Summary Compensation Table (the "Covered Employees"). As also noted in the
Report, the exception for performance-based compensation requires that (i)
compensation is payable solely on account of the attainment of pre-established,
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 performance goals under which the compensation is to
be paid are disclosed to and approved by stockholders before payment; and (iv)
the compensation committee certifies that the performance goals have been
satisfied before payment. The Plan satisfies by its terms, and it is the
Committee's intention to satisfy in operation, the requirements in (i), (ii) and
(iv). Accordingly, in order to satisfy requirement in (iii), the Company's
stockholders are asked to approve the material terms of the Plan described
below.
Principal Features of the Plan
Purpose. The purpose of the Plan is to enhance the Company's
ability to attract and retain highly qualified key employees and to provide
additional financial incentives to such key employees to promote the success of
the Company. The Plan is also intended to satisfy the requirements for
"performance-based compensation" within the meaning of Section 162(m) of the
Code.
Administration. The Plan will be administered by the Chief
Executive Officer and the Committee. However, the Committee will retain final
authority regarding all aspects of Plan administration, the resolution of any
disputes, and application of the Plan in any respect to a Covered Employee. The
Committee may, without notice, amend, suspend or terminate the Plan.
Duration. The Plan will be effective as of November 1, 1998,
and will remain in effect until suspended or terminated by the Committee;
provided, however, that no incentive compensation will be paid under the Plan to
any Covered Employee until the material terms of the Plan are approved by the
Company's stockholders.
Employees Eligible to Receive Compensation under the Plan. All
employees of the Company or of any entity owned partially or totally by the
Company are eligible to be selected by the Chief Executive Officer or the
Committee to participate in the Plan. In general, certain employees designated
by the Chief Executive Officer or the Committee ("Designated Participants") will
be selected
20.
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to participate in the Plan at the beginning of or during the Company's fiscal
year beginning November and ending October 31 (a "Plan Year").
Establishment of Target Bonuses. Upon selection to participate
in the Plan, each Designated Participant will be assigned a percentage of his or
her base salary during the Plan Year exclusive of any bonus payments paid out
under the Plan (the "Target Award Percentage"). This Target Award Percentage,
multiplied by the Designated Participant's base salary earned during the Plan
Year, will equal the Designated Participant's "Target Award." This Target Award
represents the amount that is expected to be paid to a Designated Participant if
certain pre-established financial goals ("Performance Objectives") are fully
met. In addition, funds will be set aside for discretionary awards to selected
other employees ("Non-Designated Participants"), who demonstrate outstanding
individual performance during the Plan Year. Covered Employees may only
participate in the Plan as Designated Participants. The sum of all Target Awards
for Designated Participants and expected payouts to Non-Designated Participants
equals the "Target Bonus Pool." The actual Bonus Pool will vary from the Target
Bonus Pool upward or downward based on actual performance in relationship to its
Performance Objectives. Separate Target Bonus Pools may be established for the
Company and each of its affiliates. Actual awards to Designated Participants and
actual funds available for distribution to Non-Designated Participants will vary
from target amounts based on the relationship between the actual Bonus Pool and
the Target Bonus Pool.
Business Criteria on which the Plan's Performance Goals are
Based. The Plan sets forth a number of business criteria, any one or more of
which may be selected by the Committee as the basis for determining incentive
compensation under the Plan that may become payable to a Designated Participant
for a particular Plan Year. The criteria are:
Net Income - defined as consolidated revenue less all
expenses (including tax and interest charges) of the Company,
calculated after payment of all Company bonuses.
Contribution - defined as Net Income before interest,
taxes and corporate general and administrative expenses with respect to
the business unit(s) for which a Designated Participant has
accountability.
Average Day Sales Outstanding - defined as the
average of the twelve (12) months' Day Sales Outstanding. "Day Sales
Outstanding" means ninety multiplied by a fraction, the numerator of
which is the sum of billed accounts receivable plus unbilled accounts
receivable minus billings in excess of cost, and the denominator of
which is the sum of the last three months revenues, with respect to the
business unit(s) for which a Designated Participant has accountability.
Day Sales Outstanding is calculated monthly.
New Sales - defined as gross additions to backlog
with respect to the business unit(s) for which a Designated Participant
has accountability.
Award Payments. Assessment of actual performance and payout of
awards will be subject to completion of a year-end independent audit and
certification by the Committee that the applicable performance objectives and
other material terms of the Plan have been met. The Actual Award earned will be
paid to the Designated Participant in cash within thirty (30) days following the
completion of both the independent audit and the above-referenced certification
by the Committee. Payroll and other taxes will be withheld as required by law.
Maximum Award Payable under the Plan with Respect to any Plan
Year. The Plan provides that the maximum payment that may be made for any Plan
Year to any Designated Participant or Non-Designated Participant may not exceed
$3 million. Although actual awards under the prior incentive
21.
<PAGE>
compensation plans have been far less than this maximum, the Plan contains this
maximum payment amount to allow for the effect of future base salary increases
on possible awards under the Plan.
Federal Income Tax Consequences
Under present federal income tax law, a Plan participant will
be taxed at ordinary income rates on the cash portion of the bonus in the year
in which such cash was received. Generally, and subject to the provisions of
Section 162(m) of the Code, the Company will receive a federal income tax
deduction corresponding to the amount of income recognized by Plan participants.
Required Vote
Approval of the Plan requires the affirmative vote of the
majority of shares present in person or represented by proxy and voting at the
meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE MATERIAL
TERMS OF THE PLAN.
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected PricewaterhouseCoopers
L.L.P. to serve as the Company's independent auditors for the 1999 fiscal year.
PricewaterhouseCoopers L.L.P. (formerly 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.
Representatives of PricewaterhouseCoopers 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 PRICEWATERHOUSECOOPERS L.L.P. AS THE INDEPENDENT AUDITORS OF
THE COMPANY.
COMPLIANCE WITH SECTION 16(a) OF SECURITIES EXCHANGE ACT
During fiscal year 1998, the following persons failed to file
on a timely basis reports required under Section 16(a) of the Exchange Act:
None.
22.
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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, 1999 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
/s/ Kent P. Ainsworth
Kent P. Ainsworth, Secretary
San Francisco, California
23.
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APPENDIX A
URS CORPORATION
INCENTIVE COMPENSATION PLAN
Adopted by Compensation/Option Committee December 15, 1998
Effective November 1, 1998
1. Purpose. The URS Corporation ("URS") Incentive Equity Plan (the
"Plan") is intended to provide incentive compensation to individuals who make an
important contribution to the financial performance of URS and its Affiliates.
Specific Plan objectives are to: (i) focus key Employees on achieving specific
financial targets; (ii) reinforce a team orientation; (iii) provide significant
award potential for achieving outstanding performance; and (iv) enhance the
ability of URS and its Affiliates to attract and retain highly talented and
competent individuals.
2. Definitions.
(a) "Affiliate" shall mean any entity owned partially or
totally by URS.
(b) "Actual Awards" or "Award" shall mean the incentive amount
earned under the Plan by a Designated or Non-Designated Participant.
(c) "Actual Bonus Pool" or "Actual Pool" shall mean the
calculated amount available for distribution to all Designated and
Non-Designated Participants under the terms and provisions of the Plan.
(d) "Average Day Sales Outstanding" shall mean the average of
the twelve (12) months' Day Sales Outstanding.
(e) "Base Salary" shall mean the actual base earnings of a
Designated Participant for the Plan Year exclusive of any bonus payments under
this Plan or any other prior or present commitment, including contractual
arrangements, any salary advance, any allowance or reimbursement, and the value
of any basic or supplemental employee benefits or perquisites. Base Salary
refers only to amounts earned while a Designated Participant during the Plan
Year.
(f) "Board" shall mean the Board of Directors of URS.
(g) "CEO" shall mean the Chief Executive Officer of URS.
(h) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(i) "Compensation/Option Committee" or "Committee" shall mean
the Compensation/Option Committee of the Board. The Committee shall consist
solely of outside directors, as defined in Section 162(m) of the Code.
(j) "Contribution" shall mean Net Income before interest,
taxes and corporate general and administrative expenses with respect to the
business unit(s) for which a Designated Participant has accountability.
1.
<PAGE>
(k) "Covered Employees" shall mean the CEO and the four (4)
highest compensated officers, as defined in Section 162(m) of the Code, of URS
and its Affiliates.
(l) "Day Sales Outstanding" or "DSOs" shall mean ninety (90)
multiplied by a fraction the numerator of which is the sum of billed accounts
receivable plus unbilled accounts receivable minus billings in excess of cost,
and the denominator of which is the sum of the last three (3) months revenues,
with respect to the business unit(s) for which a Designated Participant has
accountability. DSOs shall be calculated monthly.
(m) "Designated Participant" shall mean an Employee of URS or
an Affiliate designated by the CEO or the Committee to participate in the Plan.
Designation will be made only in writing.
(n) "Employee" shall mean an employee of URS or an Affiliate.
(o) "Fiscal Year" shall mean the twelve (12) consecutive
months beginning November 1 and ending October 31.
(p) "Maximum Award" shall mean the maximum amount to be paid
to a Covered Employee for each Plan Year, which amount shall be three (3) times
base salary as in effect on the first day of the Plan Year.
(q) "Net Income" shall mean the consolidated revenue less all
expenses (including tax and interest charges) of URS. Net Income will be
calculated after all URS and URS Consultants bonuses are accrued and assumed to
have been paid in full.
(r) "New Sales" shall mean gross additions to backlog with
respect to the business unit(s) for which a Designated Participant has
accountability.
(s) "Non-Designated Participant" shall mean an Employee who is
not a Covered Employee and who is selected to receive an award under the Plan on
the basis of outstanding individual performance. Employee selection will be made
at the end of the Plan Year, at the recommendation of the CEO. Unlike Designated
Participants, Non-Designated Participants will not be assigned Target Award
Percentages.
(t) "Performance Objectives" or "Objectives" shall mean the
pre-established financial goals based upon which performance will be assessed.
(u) "Plan" shall mean this URS Corporation Incentive
Compensation Plan, as amended from time to time.
(v) "Plan Year" shall mean the twelve (12) consecutive months
beginning November 1 and ending October 31 over which performance is measured
under this Plan.
(w) "Target Award" shall mean a Designated Participant's
Target Award Percentage multiplied by the Designated Participant's Base Salary
earned during the Plan Year. This amount represents the anticipated payout to
the Designated Participant if all applicable Performance Objectives are met.
2.
<PAGE>
(x) "Target Award Percentage" shall mean a percentage of Base
Salary assigned to a Designated Participant in accordance with the terms and
provisions of the Plan.
(y) "Target Bonus Pool" or "Target Pool" shall mean the amount
anticipated to be distributed to all Designated and Non-Designated Participants
if all applicable Performance Objectives are met. Separate Target Bonus Pools
may be established for URS and for one or more of its Affiliates and business
units, as determined by the Committee.
(z) "Termination" shall mean the Designated Participant's
ceasing his or her service with URS or any of its Affiliates for any reason
whatsoever, whether voluntarily or involuntarily, including by reason of death
or permanent disability.
(aa) "URS" shall mean URS Corporation, a Delaware corporation.
(bb) "Year-end" shall mean the end of the Fiscal Year.
3. How Awards Are Earned Under the Plan.
(a) General Plan Description. The Plan provides the
opportunity for key Employees to receive cash Awards based on the performance of
URS, one or more of its Affiliates and/or one or more of its business units and
on individual performance.
Here is an overview of how the Plan works. In general, certain
Designated Participants will be selected to participate in the Plan at the
beginning of or during the Plan Year. Upon selection to participate in the Plan,
each Designated Participant will be assigned a Target Award Percentage. This
Target Award Percentage, multiplied by the Designated Participant's Base Salary
earned during the Plan Year, will equal the Designated Participant's Target
Award. This Target Award represents the amount that is expected to be paid to a
Designated Participant if certain financial Performance Objectives have been
fully met.
In addition, funds will be set aside for discretionary Awards
to selected other Employees (referred to as Non-Designated Participants), who
have demonstrated outstanding individual performance during the Plan Year.
The sum of all Target Awards for Designated Participants and
expected payouts to Non-Designated Participants will equal the Target Bonus
Pool. The Actual Bonus Pool will vary from the Target Bonus Pool upward or
downward based on actual performance in relationship to its Performance
Objectives. Separate Target Bonus Pools may be established for URS and each of
its Affiliates.
Actual Awards to Designated Participants and actual funds
available for distribution to Non-Designated Participants will vary from target
amounts based on the relationship between the Actual Bonus Pool and the Target
Bonus Pool.
(b) Designated and Non-Designated Participants. Plan
participation is extended to selected Employees who, in the opinion of the CEO
and/or the Committee, have the opportunity to significantly impact the annual
operating success of URS and/or its Affiliates. These Employees are the
Designated Participants and will be notified in writing of their selection
3.
<PAGE>
to participate in the Plan. This notification letter for all Designated
Participants except Covered Employees will be signed by the CEO. The Committee
will determine the Plan participation of all Covered Employees, and the letter
of notification to a Covered Employee will be signed by the Chairman of the
Committee.
In addition to the Designated Participants, there may be a
group of other Employees who are selected to receive Awards based on their
outstanding individual performance during the Plan Year. These other Employees
are the Non-Designated Participants and will not be selected until the
completion of the Plan Year. The selection of Non-Designated Participants will
be determined by the CEO, in his sole discretion.
(c) Target Award Percentages for Designated Participants. Each
Designated Participant will be assigned a Target Award Percentage by the
Committee. The Committee, in its sole discretion, may consider recommendations
made by the CEO as to individual Target Award Percentages for Designated
Participants (other than the CEO). The individual's Target Award Percentage,
when multiplied by the individual's Base Salary earned during the Plan Year,
represents the individual's Target Award, which is the anticipated payout to a
Designated Participant if the applicable Performance Objectives are met. Each
Designated Participant's Target Award Percentage will be included in the letter
of notification described in Section 3(b) above.
(d) Target Bonus Pool. The Target Bonus Pool will equal the
sum of all Target Awards for Designated Participants plus an amount set aside
for possible distribution to Non-Designated Participants.
(e) Performance Objectives. The Performance Objectives for the
Plan Year will be determined by the Committee. Performance Objectives will be
based on any one, all or a combination of the following: Net Income,
Contribution, Average Day Sales Outstanding, and New Sales. The weight to be
given to each of the financial measures listed in the preceding sentence shall
be determined by the Committee. Weighting may be subject to change based on the
Plan measures of Designated Participants, other than Covered Employees, at the
end of the Plan Year. The Committee may establish different Performance
Objectives for URS, for one or more Affiliates and for one or more business
units and may establish different Performance Objectives for each Designated
Participant or for groups of Designated Participants.
(f) Relationship Between Performance and the Actual Bonus
Pool. The Actual Bonus Pool will vary from the Target Pool based on the
relationship between the actual performance of URS or the relevant Affiliate or
business unit(s) and the Performance Objectives. The Actual Pool will vary in
relationship to the Target Pool based on a written schedule of possible outcomes
prepared by the Committee for each Plan Year, and such schedule shall include a
limit on the Actual Bonus Pool, which limit may be later raised at the
discretion of the Committee but without any effect on the Actual Award paid to a
Designated Participant who is a Covered Employee (who shall be subject to a
Maximum Award). The Committee may establish a separate schedule for URS, one or
more Affiliate or one or more business units.
4.
<PAGE>
(g) Actual Awards to Designated and Non-Designated
Participants. Actual Awards to Designated Participants will vary from the Target
Award levels based on the relationship between the Actual Bonus Pool and the
Target Pool.
After allocating Actual Awards to Designated Participants, the
remaining funds in the Actual Pool will be available for allocation to
Non-Designated Participants.
Actual Awards distributed to Non-Designated Participants will
be determined on a discretionary basis by the CEO. URS and its Affiliates are
under no obligation to distribute any of the Actual Pool to Non-Designated
Participants. The sum of all Awards to Non-Designated Participants may not
exceed the amount available in the Actual Pool after Actual Awards have been
allocated to Designated Participants.
Notwithstanding any provision of the Plan to the contrary, the
maximum payment under the Plan for any Plan Year to any Designated Participant
or Non-Designated Participant shall not exceed three million dollars
($3,000,000).
(h) Special Rules for Covered Employees. Notwithstanding any
provision to the contrary in Sections 3(c), (e), and (f) above, the Committee
shall establish Target Award Percentages, Performance Objectives, the
relationship between actual performance and the Actual Bonus Pool, and any other
term necessary under the Plan to determine the Actual Awards for Covered
Employees not later than ninety (90) days after the beginning of each Fiscal
Year; provided, however, that such ninety (90) day requirement shall not apply
in the case of a Covered Employee whose remuneration, within the meaning of
Section 162(m) of the Code, for the Fiscal Year, in the determination of the
Committee, is not expected to exceed one million dollars ($1,000,000).
4. Other Plan Provisions.
(a) Award Payment. Assessment of actual performance and payout
of Awards will be subject to completion of the Year-end independent audit and
certification by the Committee that the applicable Performance Objectives and
other material terms of the Plan have been met.
The Actual Award earned will be paid to the Designated
Participant (or the Designated Participant's heirs in the case of death) in cash
within thirty (30) days following the completion of both the independent audit
and the above-referenced certification by the Committee. Payroll and other taxes
will be withheld as required by law.
Notwithstanding the foregoing, no Award will be paid to any
Covered Employee under the Plan until the stockholders of URS have approved the
material terms of the Plan in accordance with Section 162(m) of the Code. In
addition, the material terms of the Plan must again be approved by the
stockholders of URS no later than the first stockholders' meeting in the fifth
year following the year in which the stockholders previously approved the
material terms of the Plan.
5.
<PAGE>
(b) Employment. In order to receive an Award under the Plan, a
Designated Participant must be employed by URS or an Affiliate on the last day
of the Plan Year, except as otherwise provided herein. Selection for
participation in the Plan does not convey any employment rights. Terms and
conditions of Designated Participants' employment agreements with URS or its
Affiliates addressing issues other than payment of bonus or incentive
compensation, if any, supersede the terms and conditions of the Plan.
(c) Termination. If Termination of a Designated Participant
occurs prior to the end of the Plan Year by reason of death, permanent
disability or retirement (excluding the retirement of a Covered Employee), the
Designated Participant (or the Designated Participant's heirs in the case of
death) will be eligible to receive a pro-rata Award based on the time employed
as a Designated Participant and the Performance Objectives achieved for the Plan
Year. Designated Participants who have earned an Award on this basis will
receive payment on the same schedule as other Designated Participants. The
formula used to pro-rate the Awards shall be to adjust an otherwise full award
by a fraction, the numerator of which is the number of days (or whole months)
for the which the Designated Participant was employed as a Designated
Participant during the Plan Year and the denominator of which is 365 (or 12).
If Termination of a Designated Participant occurs prior to the
end of the Plan Year for any other reason (whether voluntarily or
involuntarily), the Designated Participant will forfeit the opportunity to earn
an Award under the Plan, except as otherwise provided for by the Committee;
provided, however, that if Termination of a Covered Employee occurs prior to the
end of the Plan Year, such Covered Employee shall not receive an Award at the
discretion of the Committee or otherwise except as provided in the preceding
paragraph.
(d) Other Pro-Rata Awards. Individuals who have been hired and
selected during the Plan Year for Plan participation and who have served a
minimum of three (3) months as a Designated Participant will be eligible to
receive a pro-rata Award based on the time employed as a Designated Participant
and the Objectives achieved for the Plan Year, provided that the Designated
Participant is employed by URS or an Affiliate on the last day of the Plan Year
and, in the case of a Covered Employee, is selected for Plan participation on
his or her date of hire. The Committee will establish the Target Award
Percentage for individuals selected for Plan participation during the Plan Year
as soon as practicable after the individuals are selected, but not later than
fifteen (15) days after the selection date. The formula used to pro-rate the
Awards shall be to adjust an otherwise full award by a fraction, the numerator
of which is the number of days (or whole months) for which the individual was a
Designated Participant during the Plan Year and the denominator of which is 365
(or 12).
(e) Plan Funding. Estimated payouts for the Plan will be
accrued monthly and charged as an expense against the income statements of URS
and its Affiliates, as applicable. At the end of each fiscal quarter, the
estimated Actual Awards under the Plan will be evaluated based on actual
performance to date. The monthly accrual rate will then be adjusted so that the
cost of the Plan is fully accrued at Year-end. Accrual of Awards will not imply
vesting of any individual Awards to Designated Participants.
(f) Plan Administration. Responsibility for decisions and/or
recommendations regarding Plan administration are divided between the CEO and
the
6.
<PAGE>
Committee. Notwithstanding the foregoing, the Committee retains final authority
regarding all aspects of Plan administration, the resolution of any disputes,
and application of the Plan in any respect to a Covered Employee. The Committee
may, without notice, amend, suspend or terminate the Plan.
(g) Assignment of Employee Rights. No Employee has a claim or
right to be a Designated Participant or a Non-Designated Participant
(collectively, a "Participant") in the Plan, to continue as a Participant, or to
be granted an Award under the Plan. URS and its Affiliates are not obligated to
give uniform treatment (e.g., Target Award Percentages, discretionary Awards,
etc.) to Employees or Participants under the Plan. Participation in the Plan
does not give an Employee the right to be retained in the employment of URS or
its Affiliates, nor does it imply or confer any other employment rights.
Nothing contained in the Plan will be construed to create a
contract of employment with any Participant. URS and its Affiliates reserve the
right to elect any person to its offices and remove Employees in any manner and
upon any basis permitted by law.
Nothing contained in the Plan will be deemed to require URS or
its Affiliates to deposit, invest or set aside amounts for the payment of any
Awards. Participation in the Plan does not give a Participant any ownership,
security, or other rights in any assets of URS or any of its Affiliates.
(h) Withholding Tax. URS or an Affiliate will deduct from all
Awards paid under the Plan any taxes required by law to be withheld.
(i) Effective Date. The Plan is effective as of November 1,
1998, and will remain in effect until suspended or terminated by the Committee.
(j) Validity. In the event any provision of the Plan is held
invalid, void, or unenforceable, the same will not affect, in any respect
whatsoever, the validity of any other provision of the Plan.
(k) Applicable Law. The Plan will be governed by and construed
in accordance with the laws of the State of California.
7.
<PAGE>
APPENDIX B
PROXY URS CORPORATION PROXY
Proxy Solicited by Board of Directors for Annual Meeting of March 23, 1999
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 23, 1999, or at any
adjournment of the annual meeting.
(Continued, and to be signed on the other side)
^ FOLD AND DETACH HERE ^
ATTENTION: PLEASE NOTE THAT THIS BOX WILL NOT BE PRINTED. IT IS TO
SHOW THE TEXT POSITION ON THE FRONT OF THIS PROXY CARD
<PAGE>
[X] Please mark
your votes
as this
The Board of Directors recommends a vote FOR the election of
directors and FOR Items 2 and 3.
WITHHOLD
1. Election of Directors: FOR FOR ALL
Richard C. Blum, Robert L. Costello,
Armen Der Marderosian, Admiral [ ] [ ]
S. Robert Foley, Jr., USN (Ret.),
Robert D. Glynn, Jr., Martin M. Koffel, Richard B. Madden,
Jean-Yves Perez, Richard Q. Praeger, Irwin L. Rosenstein,
William D. Walsh
(Instruction: To withhold authority for any individual nominee, strike a
line through the nominee's name in the list above.)
FOR AGAINST ABSTAIN
2. Approval of the material terms of the URS
Corporation Incentive Compensation Plan: [ ] [ ] [ ]
3. Ratification of the selection of [ ] [ ] [ ]
PricewaterhouseCoopers L.L.P. as the Company's
independent auditors for fiscal year 1999:
4. 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 the authority to vote FOR the election of
directors and FOR Items 2 and 3.
Signature(s) ________________________________________ Dated:_______, 1999
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
^ FOLD AND DETACH HERE ^
ATTENTION: PLEASE NOTE THAT THIS BOX WILL NOT BE PRINTED. IT IS TO
SHOW THE TEXT POSITION ON THE BACK OF THIS PROXY CARD
