AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is entered
into effective as of October 13, 1998, by and between MARTIN M. KOFFEL (the
"Employee") and URS CORPORATION, a Delaware corporation (the "Company").
RECITALS
A. The Company and the Employee have executed that certain Employment
Agreement dated as of December 16, 1991 (the "Original Agreement").
B. In consideration of the premises, and other good and valuable
consideration, receipt of which is hereby acknowledged by the parties, the
Company and the Employee desire to amend the Original Agreement as specified
herein.
AGREEMENT
The Company and the Employee, intending to be legally bound, agree as
follows:
1. AMENDMENT.
(a) Amendment of Section 4(d). Section 4(d) of the Original Agreement
is hereby amended to read in its entirety as follows:
"(d) Life Insurance. During the term of the
Employee's employment under this Agreement, the Company shall
pay to the Employee an amount (the "Life Insurance
Reimbursement Payment") sufficient to reimburse the Employee
for the cost as incurred of one or more policies of term life
insurance on the life of the Employee with face amount death
benefits in an aggregate amount up to four times his Base
Compensation, together with an additional amount (the "Life
Insurance Gross-Up Payment") such that after payment by the
Employee of all income and employment taxes on the Life
Insurance Reimbursement Payment and the Life Insurance
Gross-Up Payment, the Employee retains an amount equal to the
Life Insurance Reimbursement Payment."
(b) Amendment of Section 8. Section 8 of the Original Agreement is
hereby amended to read in its entirety as follows:
"8. Certain Additional Payments. If any payments,
distributions or other benefits by or from the Company to or
for the benefit of the Employee (whether paid or payable or
distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any
additional payment required under this Section 8)
(collectively, the "Payment") would be subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code or
any interest or penalties are incurred by the Employee with
respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Employee shall be
entitled
to receive from the Company an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Employee
of all taxes (including, without limitation, any income and
employment taxes and any interest and penalties imposed with
respect thereto) and the Excise Tax imposed upon the Gross-Up
Payment, the Employee retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payment. All
calculations required by this Section 8 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. All fees
and expenses of the Auditors shall be paid by the Company."
2. MISCELLANEOUS PROVISIONS.
(a) Original Agreement. The Original Agreement, as amended by this
Amendment, shall continue in full force and effect after the date hereof.
(b) Whole Agreement. No agreements, representations or understandings
(whether oral or written and whether express or implied) which are not expressly
set forth in the Original Agreement, as amended by this Amendment, have been
made or entered into by either party with respect to the subject matter of this
Amendment.
IN WITNESS WHEREOF, each of the parties has executed this Amendment, in
the case of the Company by its duly authorized officer, effective as of the day
and year first above written.
"Company"
URS CORPORATION
By: /s/ Kent P. Ainsworth
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KENT P. AINSWORTH
Title: Executive Vice President and Chief
Financial Officer
"Employee"
/s/Martin M. Koffel
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MARTIN M. KOFFEL