Woodward-Clyde Group, Inc.
Stanford Place 3 Suite 1000 4582 South Ulster street
Denver, CO 80237
March 17, 1998
Mr. Robert K. Wilson
30 La Noria
Orinda, CA 94563
Dear Bob:
This letter (the "Agreement") sets forth the terms and conditions under which
Woodward-Clyde Group, Inc. (the "Company") agrees to employ you, and is entered
into as of November 17, 1997 (the "Effective Date").
1. Employment by the Company.
1.1 Subject to terms set forth in this Agreement, the Company agrees to
employ you in an executive position and you hereby accept such employment
effective as of the Effective Date. The term of your employment with the Company
will be from the Effective Date through December 31, 1998. From the Effective
Date through December 31, 1998 during the term of your employment with the
Company, you will devote your best efforts and substantially all of your
business time and attention (except for vacation periods and reasonable periods
of illness or other incapacities permitted by the Company's general employment
policies) to the business of the Company. The Company may change your principal
office of employment from time to time, but only with your prior approval, and
provided that the Company will reimburse you for your reasonable relocation
expenses in accordance with generally applicable policies of the Company.
1.2 Your employment by the Company shall also be governed by the
general employment policies and practices of the Company, including those
relating to protection of confidential information and assignment of inventions,
except that when the terms of this Agreement differ from or are in conflict with
the Company's general employment policies or practices, this Agreement shall
control.
2. Compensation.
2.1 Salary. From the Effective Date through December 31, 1998, you
shall receive for services to be rendered under this Agreement an annualized
base salary of $225,000. Salary shall be paid in accordance with Company's
normal payroll practices for executives.
2.2 Incentive Compensation. Subject to the provisions of Section 2.3
below, you shall have a 40% Target Award Percentage under the Company's
Incentive Compensation Plan
1.
with respect to the period from November 1, 1997 through October 31, 1998. You
shall have no Target Award Percentage for the period from November 1, 1998
through December 31, 1998.
2.3 Standard Company Benefits. During the term of your employment, you
shall be entitled to all rights and benefits for which you are eligible under
the terms and conditions of the standard Company benefits and compensation
practices which may be in effect from time to time and provided by the Company
to its executive employees generally.
3. Nondisclosure. During the term of this Agreement and thereafter, you
agree that you will not, without the prior written consent of the Board of
Directors of the Company, disclose or use for any purpose (except in the course
of your employment under this Agreement and in furtherance of the business of
the Company) confidential information or proprietary data of the Company or URS
Corporation, or any parent, subsidiary or affiliated corporation or related
entity of either of them, except as required by applicable law or legal process,
in which case promptly and before disclosure you will give notice to the Company
of any such requirement or process; provided, however, that confidential
information shall not include any information available from another source on a
nonconfidential basis, known generally to the public, or ascertainable from
public or published information (other than as a result of unauthorized
disclosure by you). You agree to deliver to the Company at the termination of
your employment, or at any other time the Company may request, all memoranda,
notes, plans, records, reports and other documents (and copies thereof) relating
to the business of the Company and URS Corporation or any parent, subsidiary or
affiliated corporation or related entity of either of them, which you may then
possess or have under your control.
4. Termination of Employment.
4.1 Termination Without Cause or for Good Reason.
(a) The Company shall have the right to terminate your
employment with the Company at any time without Cause (as defined below), and
you shall have the right to terminate your employment with the Company for Good
Reason (as defined below).
(b) If your employment is terminated by the Company without
Cause (as defined below) or by you for Good Reason (as defined below) and not on
account of Disability (as defined below) or death before December 31, 1998, the
Company shall pay you in a lump sum an amount equivalent to your base salary for
one (1) year from the date of termination plus any accrued but unused vacation
time computed at the base salary rate and in accordance with Company policies
which include vacation time accrual limits. In addition, the Company shall
reimburse you for health insurance premiums required to be paid by you for one
(1) year to obtain COBRA continuation coverage within the meaning of Section
4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"),
provided you elect such continuation coverage; provided, however, that in no
event shall the Company be required to make or provide any such payment or
benefit unless and until you have executed and delivered to the Company a
release in the form of Exhibit A to this
2.
Agreement and seven (7) days have elapsed following such execution and delivery
without your revocation of such release.
(c) "Good Reason" shall mean that either (i) you have incurred
a reduction in your base salary or (ii) the Company has breached its obligations
under Section 1.1, and, at the time of such breach, you are in compliance with
your obligations under Section 1.1 and under the other provisions of this
Agreement.
4.2 Termination for Cause.
(a) The Company shall have the right to terminate your
employment with the Company at any time for Cause (as defined below).
(b) "Cause" for termination shall mean: (i) your substantial
failure or omission to perform your duties hereunder, other than as a result of
your death or Disability (as defined below); (ii) your act involving material
injury to the Company or to URS Corporation (or any parent, subsidiary or
affiliated corporation or related entity of either of them), willful or gross
misconduct, fraud or dishonesty; (iii) your conviction of, or plea of "guilty"
or "no contest" to, a felony; or (iv) your disobedience of orders and directives
of the Chief Executive Officer of URS Corporation or his designee.
(c) If your employment is terminated at any time for Cause,
you will be entitled only to compensation and benefits for the period preceding
the effective date of the termination.
4.3 Termination on Account of Death or Disability.
(a) Your employment will terminate automatically in the event
of your death, and in such event you will be entitled only to compensation and
benefits for the period preceding the date of your death; provided, however,
that death benefits under Company plans or programs in which you participated
prior to your death will be provided in accordance with their terms.
(b) The Company may terminate your employment due to
Disability. For purposes of this Agreement, Disability shall mean either: (i)
you have qualified for long-term disability benefits under a plan, program or
arrangement maintained by the Company or a parent, subsidiary or affiliated
corporation or related entity of the Company; or (ii) you are unable to perform
the normal duties assigned to you under this Agreement for a continuous period
of 60 calendar days or any incapacity, however caused, that, in the good faith
opinion of the Chief Executive Officer of URS Corporation or his designee, is
likely to prevent you from performing the normal duties assigned to you under
this Agreement for more than 90 calendar days in any twelve consecutive month
period (taking into account, in the case of such an inability or incapacity
which is a physical or mental impairment that substantially limits one or more
of your major life activities,
3.
reasonable accommodation that would not impose an undue hardship on the Company,
as the terms "reasonable accommodation" and "undue hardship" are defined in the
Americans With Disabilities Act of 1990, as amended). In the event of such a
termination on account of Disability, you will be entitled only to compensation
and benefits for the period preceding the effective date of termination;
provided, however, that disability benefits under Company plans or programs in
which you participated prior to termination will be provided in accordance with
their terms.
4.4 Voluntary or Mutual Termination.
(a) You may voluntarily terminate your employment with the
Company at any time without Good Reason, and in such event you will be entitled
only to compensation and benefits for the period preceding the date of such
termination.
(b) You and the Company may mutually agree in writing to the
termination of your employment at any time, and in such event you will be
entitled to such compensation and benefits as may be mutually agreed with the
Company at that time.
4.5 Termination Upon Expiration of Agreement. If your employment is
terminated as of the expiration of this Agreement on December 31, 1998, whether
by you or the Company, the Company will pay you in a lump sum an amount
equivalent to your base salary for one (1) year from the date of termination
plus any accrued but unused vacation time computed at the base salary rate and
in accordance with Company policies which include vacation time accrual limits.
In addition, the Company shall reimburse you for health insurance premiums
required to be paid by you for one (1) year to obtain COBRA continuation
coverage within the meaning of the Code, provided you elect such continuation
coverage; provided, however, that in no event shall the Company be required to
make or provide any such payment or benefit unless and until you have executed
and delivered to the Company a release in the form of Exhibit A to this
Agreement and seven (7) days have elapsed following such execution and delivery
without your revocation of such release.
5. General Provisions.
5.1 Notices. Any notices provided hereunder must be in writing and
shall be deemed effective upon the earlier of personal delivery (including
personal delivery by telecopy) or the third day after mailing by first class
mail, to the Company at its primary office location and to you at your address
as listed on the Company payroll.
5.2 Severability. The invalidity or unenforceability of any provision
or provisions of this Agreement shall not affect the validity or enforceability
of any other provision, which shall remain fully effective.
5.3 Waiver. If either party should waive any breach of any provisions
of this Agreement, such party shall not thereby be deemed to have waived any
preceding or succeeding
4.
breach of the same or any other provision of this Agreement.
5.4 Complete Agreement. No agreements, representations or
understandings (whether oral or written and whether express or implied) which
are not expressly set forth in this Agreement have been made or entered into by
you or the Company with respect to the subject matter hereof. As of the
Effective Date, this Agreement supersedes all prior employment agreements and
severance agreements between the parties and their predecessors, including,
without limitation, the Change-in-Control Agreement effective April 17, 1997
between you and the Company.
5.5 Arbitration. Except for any action by the Company seeking
injunctive relief against you, any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, or your employment with the
Company or the terms and conditions or termination thereof, or any action or
omission of any kind whatsoever in the course of or connected in any way with
any relations between the Company and you, shall be finally settled by binding
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. The arbitration shall
be administered by the San Francisco, California regional office of such
Association and shall be conducted at the San Francisco, California offices of
such Association or at such other location in San Francisco, California as such
Association may designate. All fees and expenses of the arbitrator and such
Association shall be borne as designated by the arbitrator.
5.6 Successors and Assigns. This Agreement is intended to bind and
inure to the benefit of and be enforceable by you and the Company, and our
respective successors, assigns, heirs, executors and administrators, except that
you may not assign any of your duties hereunder and may not assign any of your
rights hereunder without the written consent of the Company, which shall not be
withheld unreasonably.
5.7 Choice of Law. All questions concerning the construction, validity
and interpretation of this Agreement will be governed by the law of the State of
California.
5.
5.8 Withholding. All payments pursuant to this Agreement shall be
subject to all applicable tax withholding.
If you are in agreement with the foregoing, please so indicate in the
space provided below. Please execute both of the copies of this Agreement that
have been provided and return one of them to me; the other is for your records.
Woodward-Clyde Group, Inc.
By: /s/ Kent P. Ainsworth
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Kent P. Ainsworth
Vice President
/s/ Robert K. Wilson
- -------------------------------------------------------
Robert K. Wilson
Date: March 17, 1998
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6.
EXHIBIT A
General Release
This General Release ("Release") is executed and delivered by Robert K.
Wilson ("Employee") to and for the benefit of URS Corporation, a Delaware
corporation, and any parent, subsidiary or affiliated corporation or related
entity of URS Corporation, including without limitation Woodward-Clyde Group,
Inc. and any parent, subsidiary or affiliated corporation or related entity of
Woodward-Clyde Group, Inc. (collectively, the "Company").
In consideration of certain benefits which Employee will receive
following termination of employment pursuant to the terms of the Agreement
entered into as of November 17, 1997 between the Employee and the Company (the
"Agreement"), the sufficiency of which Employee hereby acknowledges, Employee
hereby agrees not to sue and fully, finally, completely and generally releases,
absolves and discharges Company, its predecessors, successors, subsidiaries,
parents, related companies and business concerns, affiliates, partners,
trustees, directors, officers, agents, attorneys, servants, representatives and
employees, past and present, and each of them (hereinafter collectively referred
to as "Releasees") from any and all claims, demands, liens, agreements,
contracts, covenants, actions, suits, causes of action, grievances,
arbitrations, unfair labor practice charges, wages, vacation payments, severance
payments, obligations, commissions, overtime payments, workers compensation
claims, debts, profit sharing or bonus claims, expenses, damages, judgments,
orders and/or liabilities of whatever kind or nature in law, equity or
otherwise, whether known or unknown to Employee which Employee now owns or holds
or has at any time owned or held as against Releasees, or any of them through
the date Employee executes this Release ("Claims"), including specifically but
not exclusively and without limiting the generality of the foregoing, any and
all Claims arising out of or in any way connected to Employee's employment with
or separation of employment from Company including any Claims based on contract,
tort, wrongful discharge, fraud, breach of fiduciary duty, attorneys' fees and
costs, discrimination in employment, any and all acts or omissions in
contravention of any federal or state laws or statutes (including, but not
limited to, federal or state securities laws, any deceptive trades practices act
or any similar act in any other state and the Racketeer Influenced and Corrupt
Organizations Act), and any right to recovery based on state or federal age,
sex, pregnancy, race, color, national origin, marital status, religion, veteran
status, disability, sexual orientation, medical condition, union affiliation or
other anti-discrimination laws, including, without limitation, Title VII, the
Age Discrimination in Employment Act, the Americans with Disabilities Act, the
National Labor Relations Act, the California Fair Employment and Housing Act,
and any similar act in effect in any jurisdiction applicable to Employee or the
Company, all as amended, whether such claim be based upon an action filed by
Employee or by a governmental agency.
For a period of one (1) year following the date of termination of
employment, Employee agrees (i) to assist, as reasonably requested by Company,
in the transition of Employee's responsibilities and (ii) not to solicit any
employee of Company to terminate or cease employment with Company. Without
superseding any other agreements, including the Agreement, and obligations
Employee has with respect thereto, (i) Employee agrees not to divulge any
information
1.
that might be of a confidential or proprietary nature relative to Company, and
(ii) Employee agrees to keep confidential all information contained in this
Release (except to the extent (A) Company consents in writing to disclosure, (B)
Employee is required by process of law to make such disclosure and Employee
promptly notifies Company of receipt by Employee of such process, or (C) such
information previously shall have become publicly available other than by breach
hereof on the part of Employee).
Employee acknowledges and agrees that neither anything in this Release
nor the offer, execution, delivery, or acceptance thereof shall be construed as
an admission by Company of any kind, and this Release shall not be admissible as
evidence in any proceeding except to enforce this Release.
It is the intention of Employee in executing this instrument that it
shall be effective as a bar to each and every claim, demand, grievance and cause
of action hereinabove specified. In furtherance of this intention, Employee
hereby expressly consents that this Release shall be given full force and effect
according to each and all of its express terms and provisions, including those
relating to unknown and unsuspected claims, demands and causes of action, if
any, as well as those relating to any other claims, demands and causes of action
hereinabove specified, and elects to assume all risks for claims that now exist
in Employee's favor, known or unknown, that are released under this Release.
Employee acknowledges Employee may hereafter discover facts different from, or
in addition to, those Employee now knows or believes to be true with respect to
the claims, demands, liens, agreements, contracts, covenants, actions, suits,
causes of action, wages, obligations, debts, expenses, damages, judgments,
orders and liabilities herein released, and agrees the release herein shall be
and remain in effect in all respects as a complete and general release as to all
matters released herein, notwithstanding any such different or additional facts.
If any provision of this Release or application thereof is held
invalid, the invalidity shall not affect other provisions or applications of the
Release which can be given effect without the invalid provision or application.
To this end, the provisions of this Release are severable.
Employee represents and warrants that Employee has not heretofore
assigned or transferred or purported to assign or transfer to any person, firm
or corporation any claim, demand, right, damage, liability, debt, account,
action, cause of action, or any other matter herein released.
NOTICE TO EMPLOYEE
The law requires that Employee be advised and Company hereby advises
Employee in writing to consult with an attorney and discuss this Release before
executing it. Employee acknowledges Company has provided to Employee at least 21
calendar days within which to review and consider this Release before signing
it.
Should Employee decide not to use the full 21 days, then Employee
knowingly and voluntarily waives any claims that Employee was not in fact given
that period of time or did not use the entire 21 days to consult an attorney
and/or consider this Release. Employee acknowledges that Employee may revoke
this Release for up to seven calendar days following Employee's execution
2.
of this Release and that it shall not become effective or enforceable until the
revocation period has expired. Employee further acknowledges and agrees that
such revocation must be in writing addressed to Company as follows:
_____________________, and received by Company as so addressed not later than
midnight on the seventh day following execution of this Release by Employee. If
Employee so revokes this Release, the Release shall not be effective or
enforceable and Employee will not receive the monies and benefits described
above. If Employee does not revoke this Release in the time frame specified
above, the Release shall become effective at 12:00:01 A.M. on the eighth day
after it is signed by Employee.
PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A
GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
I have read and understood the foregoing General Release, have been
advised to and have had the opportunity to discuss it with anyone I desire,
including an attorney of my own choice, and I accept and agree to its terms,
acknowledge receipt of a copy of the same and the sufficiency of the monies and
benefits described above, and hereby execute this Release voluntarily and with
full understanding of its consequences.
Dated: __________________________ ___________________________________
Employee
2.