THIS AGREEMENT is entered into as of November 19, 1999, by and between
DAVID c. NELSON (the "Employee") and URS CORPORATION, a Delaware corporation
(the "Company").
1. Employment. The Company agrees to employ the Employee and Employee
agrees to be employed by the Company in accordance with the terms and conditions
set forth in the November 19, 1999 confirmation of offer letter (the "Letter"),
as such terms and conditions may now exist or may hereafter be altered and/or
changed. All terms and conditions of the Employee's employment that are not
governed by this Agreement or by the Letter shall be governed by the Company's
policies and procedures which are set forth in the Company's Policies and
Procedures Manual.
2. Termination of Employment.
(a) Basic Rule. The Company agrees to continue the Employee's
employment, and the Employee agrees to remain in the employment with the
Company, from the date hereof until the date when the Employee's employment
terminates pursuant to Subsection (b), (c), or (d) below.
(b) Early Termination. Subject to Sections 3 and 4 of this
Agreement, the Company may terminate the Employee's employment by giving the
Employee 30 days' advance notice in writing. The Employee may terminate his
employment by giving the Company 30 days' advance notice in writing. The
Employee's employment shall terminate automatically in the event of his death.
Any waiver notice shall be valid only if it is made in writing and expressly
refers to the applicable notice requirement of this Section 2(b).
(c) Cause. Subject to Section 3, the Company may terminate the
Employee's employment for Cause by giving the Employee 30 days' advance notice
in writing. For all purposes under this Agreement, "Cause" shall mean (i) a
willful failure by the Employee to substantially perform his duties as Treasurer
(or any other applicable position(s)), other than a failure resulting from the
Employee's complete or partial incapacity due to physical or mental illness or
impairment, (ii) a willful act by the Employee which constitutes gross
misconduct or fraud and which is materially injurious to the Company, or (iii)
conviction of, or a plea of "guilty" or "no contest" to, a felony. No act, or
failure to act, by the Employee shall be considered "willful" unless committed
without good faith and without a reasonable belief that the act or omission was
in the Company's best interest.
(d) Disability. Subject to Section 3, the Company may terminate the
Employee's active employment due to Disability by giving the Employee 30 days'
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advance notice in writing. For all purposes under this Agreement, "Disability"
shall mean that the Employee, at the time notice is given, has performed none of
his duties as Treasurer (or any other applicable position(s)) for a period of
not less than 180 consecutive days as the result of his incapacity due to
physical or mental illness. In the event that the Employee resumes the
performance of substantially all of his duties as Treasurer (or any other
applicable position(s)) before the termination of his active employment under
this Subsection (d) becomes effective, the notice of termination shall
automatically be deemed to have been revoked.
(e) Rights Upon Termination. Except as expressly provided in
Sections 3 and 4, upon the termination of the Employee's employment pursuant to
this Section 2, the Employee shall only be entitled to the compensation,
reimbursements, and/or benefits to which the Employee is or may be entitled to
receive for the period preceding the effective date of the termination. The
payments under this Agreement shall fully discharge all responsibilities of the
Company to the Employee.
(f) Termination of Agreement. This Agreement shall terminate when
all obligations of the parties hereunder have been satisfied.
3. Change in Control.
(a) Definition. For all purposes under this Agreement, "Change in
Control" shall have the meaning assigned to that term in the URS Corporation
1999 Equity Incentive Plan, as such plan may be amended from time to time.
(b) Severance Payment. If, during the term of this Agreement and at
any time after the occurrence of a Change in Control, the Company terminates the
Employee's employment for any reason other than Cause, then the Employee shall
be entitled to receive a severance payment from the Company (the "Severance
Payment"). The Severance Payment shall be made in a lump sum not more than five
business days following the date of the employment termination and shall be in
an amount determined under Subsection (d) below. The Severance Payment shall be
in lieu of any further payments of compensation to and/or any accrual of
benefits on behalf of the Employee with respect to periods subsequent to the
date of the employment termination.
(c) Amount. The amount of the Severance Payment shall be equal to
12 months of base compensation (as is in effect at the time of the termination
of employment), reduced by applicable income and payroll taxes. Further, any and
all unvested stock options held by the Employee on the date of the Change in
Control shall become immediately exercisable.
(d) No Mitigation. The Employee shall not be required to mitigate
the amount of any payment contemplated by this Section 3 (whether by seeking new
employment or in any other manner), nor shall any such payment be reduced by any
earnings that the Employee may receive from any other source.
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4. Involuntary Termination Without Cause.
(a) Payment. In the event that, within the first 24 months
following the Employee's first day of employment with the Company, the Company
terminates the Employee's employment for the convenience of the Company, and not
for Cause or Disability, and Section 3 does not apply, then the Employee shall
be entitled to receive a lump sum payment equal to six months of base
compensation, reduced by applicable income and payroll taxes. Payment shall be
made not more than five business days following the date of the employment
termination and shall be in an amount determined under Subsection (b) below.
(b) No Mitigation. The Employee shall not be required to mitigate
the amount of any payment contemplated by this Section 4 (whether by seeking new
employment or in any other manner), nor shall any such payment be reduced by any
earnings that the Employee may receive from any other source.
5. Limitation on Payments.
(a) Basic Rule. Any other provision of this Agreement
notwithstanding, the Company shall not be required to make any payment to, or
for the benefit of, the Employee (under this Agreement or otherwise) that would
be nondeductible by the Company by reason of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), or that would subject the
Employee to the excise tax described in Section 4999 of the Code. All
calculations required by this Section 5 shall be performed by the independent
auditors retained by the Company most recently prior to the Change in Control
(the "Auditors"), based on information supplied by the Company and the Employee,
and shall be binding on the Company and the Employee. All fees and expenses of
the Auditors shall be paid by the Company.
(b) Reductions. If the amount of the aggregate payments to the
Employee must be reduced under this Section 5, then the Employee shall direct in
which order the payments are to be reduced, but no change in the timing of any
payment shall be made without the Company's consent. As a result of uncertainty
in the application of Sections 280G and 4999 of the Code at the time of an
initial determination by the Auditors hereunder, it is possible that a payment
will have been made by the Company that should not have been made (an
"Overpayment") or that an additional payment that will not have been made by the
Company could have been made (an "Underpayment"). In the event that the
Auditors, based on the assertion of a deficiency by the Internal Revenue Service
against the Company or the Employee that the Auditors believe has a high
probability of success, determine that an Overpayment has been made, such
Overpayment shall be treated for all purposes as a loan to the Employee that he
shall repay to the Company, together with interest at the applicable federal
rate specified in Section 7872(f)(2) of the Code; provided, however, that no
amount shall be payable by the Employee to the Company if and to the extent that
such payment would not reduce the amount that is nondeductible under Section
280G of the Code or is subject to an excise
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tax under Section 4999 of the Code. In the event that the Auditors determine
that an Underpayment has occurred, such Underpayment shall promptly be paid or
transferred by the Company to, or for the benefit of, the Employee, together
with interest at the applicable federal rate specified in Section 7872(f)(2) of
the Code.
6. Successors.
(a) Company's Successors. The Company shall require any successor
(whether direct or indirect and whether by purchase, lease, merger,
consolidation, liquidation or otherwise) to all or substantially all of the
Company's business and/or assets, by an agreement in substance and form
satisfactory to the Employee, to assume this Agreement and to agree expressly to
perform this Agreement in the same manner and to the same extent as the Company
would be required to perform it in the absence of a succession. The Company's
failure to obtain such agreement prior to the effectiveness of a succession
shall be a breach of this Agreement and shall entitle the Employee to all of the
compensation and benefits to which he would have been entitled hereunder if the
Company had involuntarily terminated his employment without Cause immediately
after such succession become effective. For all purposes under this Agreement,
the term "Company" shall include any successor to the Company's business and/or
assets which executes and delivers the assumption agreement described in this
Subsection 6(a) or which becomes bound by this Agreement by operation of law.
(b) Employee's Successors. This Agreement and all rights of the
Employee hereunder shall inure to the benefit of, and be enforceable by, the
Employee's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.
7. Miscellaneous Provisions.
(a) Notice. Notices and all other communications contemplated by
this Agreement shall be in writing and shall be deemed to have been duly given
when personally delivered or when mailed by U.S. registered mail, return receipt
requested and postage prepaid. In the case of the Employee, mailed notices shall
be addressed to him at the home address which he most recently communicated to
the Company in writing. In the case of the Company, mailed notices shall be
addressed to its corporate headquarters, and all notices shall be directed to
the attention of its Secretary.
(b) Waiver. No provision of this Agreement shall be modified,
waived or discharged unless the modification, waiver or discharge is agreed to
in writing and signed by the Employee and by an authorized officer of the
Company (other than the Employee). No waiver by either party of any breach of,
or of compliance with, any condition or provision of this Agreement by the other
party shall be considered a waiver of any other condition or provision of the
same condition or provision at another time.
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(c) No Setoff; Withholding Taxes. There shall be no right of setoff
or counterclaim, with respect to any claim, debt or obligation, against payments
to the Employee under this Agreement. All payments made under this Agreement
shall be subject to a reduction to reflect taxes required to be withheld by law.
(d) Choice of Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
California.
(e) Severability. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.
(f) Arbitration. Except as otherwise provided in Section 5, any
controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment on the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. All fees and expenses of the arbitrator and such Association shall be
paid by the Company.
(g) No Assignment. The rights of any person to payments and/or
benefits under this Agreement shall not be made subject to option or assignment,
either by voluntary or involuntary assignment or by operation of law, including
(without limitation) bankruptcy, garnishment, attachment or other creditor's
process, and any action in violation of this Subsection g) shall be void.
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
first above written.
/s/ David C. Nelson
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David C. Nelson
URS CORPORATION
By: /s/ Kent P. Ainsworth
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Kent P. Ainsworth
Chief Financial Officer
