EXHIBIT 99.6
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of August
23, 2002, by and between George R. Melton (the "Employee") and URS Corporation,
a Delaware corporation headquartered at 100 California Street, Suite 500, San
Francisco, California 94111-4529 (the "Company").
1. DUTIES AND SCOPE OF EMPLOYMENT.
(a) POSITION. The Company agrees to employ the Employee in an
executive position as President of the EG&G Division of the Company for the term
of his employment under this Agreement. The Employee shall report to the Chief
Executive Officer of the Company and shall serve in such positions on behalf of
the Company and its parent, subsidiary and affiliated corporations and related
entities and perform such duties consistent with an executive position for such
corporations and entities as may be required by such Chief Executive Officer. It
is anticipated that the Employee's duties will require him to travel frequently
and extensively.
(b) OBLIGATIONS. During the term of his employment under this
Agreement, the Employee shall devote his full business efforts and time to the
Company and its parent, subsidiary and affiliated corporations and related
entities and shall not render services to any other person or entity without the
prior written consent of the Chief Executive Officer of the Company. The
foregoing, however, shall not preclude the Employee from (i) engaging in
appropriate civic, charitable or religious activities, (ii) devoting a
reasonable amount of time to private investments that do not interfere or
conflict with his responsibilities to the Company or (iii) serving on the boards
of directors of other companies subject to the approval of the Chief Executive
Officer and provided that such service does not interfere or conflict with his
responsibilities to the Company.
(c) RESIGNATION FROM OTHER POSITIONS. Immediately upon request by
the Company, before or after the termination of the employment of the Employee,
he shall resign from any position he holds as director, officer, trustee,
nominee, agent for service of process, attorney-in-fact or similar position with
respect to the Company or a parent, subsidiary or affiliated corporation or
related entity of the Company, and shall execute, verify, acknowledge, swear to
and deliver any documents and instruments reasonably requested by the Company or
required to reflect such resignation.
2. BASE COMPENSATION AND TARGET BONUS.
During the term of his employment under this Agreement, the Company
agrees to pay the Employee as compensation for his services a base salary at an
annual rate of five hundred thousand dollars ($500,000), or at such higher rate
as the Company may determine from time to time. Such salary shall be payable in
accordance with the Company's standard payroll procedures. (The annual base
salary compensation specified in this Section 2, together with any increases in
such compensation that the Company may grant from time to time, is referred to
in
1
this Agreement as "Base Compensation.") In addition, during the term of his
employment under this Agreement, the Company agrees that the Employee shall
participate in the Company's annual bonus plan with a target bonus percentage of
at least eighty percent (80%) of Base Compensation.
3. EMPLOYEE BENEFITS, STOCK OPTIONS, AND INCENTIVE COMPENSATION, AND
OTHER COMPENSATION PLANS AND PROGRAMS.
a. GENERAL. During the term of his employment under this
Agreement, the Employee shall be eligible to participate in the employee benefit
plans, stock option and other equity-based incentive and compensation plans, and
other executive incentive and compensation programs maintained with respect to
employees of the Company, subject in each case to (i) the generally applicable
terms and conditions of the applicable plan or program and to the determinations
of the Board of Directors of the Company or any committee or other person
administering such plan or program, (ii) determinations by the Company, any such
corporation or entity, or any such Board, committee or person as to whether and
to what extent Employee shall so participate or cease to participate, and (iii)
amendment, modification or termination of any such plan or program in the sole
and absolute discretion of the Company or its parent, subsidiary or affiliated
corporation or related entity maintaining such plan.
b. SIGN-ON BONUS. Upon the date of commencement of employment
following the date of closing of the acquisition, the Employee shall be entitled
to receive a sign-on bonus equal to two hundred thousand dollars ($200,000) (the
"Sign-On Bonus"). The Sign-On Bonus shall be returned to the Company in the
event the Employee voluntarily resigns his employment without "Good Reason"
within one (1) year from the original date of this Agreement.
c. INITIAL STOCK OPTION GRANT. Upon the date of commencement of
employment following the date of closing of the acquisition, the Employee shall
receive an initial grant of fifty thousand (50,000) stock options under the 1999
Equity Incentive Plan. The exercise price for these stock options shall be the
fair market value of a common share of Company stock on the date of grant.
Twenty-five percent (25%) of these stock options will vest on each of the first,
second, third, and fourth anniversaries of the date of grant.
d. INITIAL RESTRICTED STOCK GRANT. Upon the date of commencement
of employment following the date of closing of the acquisition, the Employee
shall receive an initial grant of twenty-five thousand (25,000) shares of
restricted stock under the 1999 Equity Incentive Plan. Twenty-five percent (25%)
of these shares will vest on each of the first, second, third, and fourth
anniversaries of the date of grant.
e. AUTOMOBILE ALLOWANCE. During the term of his employment under
this Agreement, the Employee shall also be entitled to receive an annual
automobile allowance equal to $15,000 paid in accordance with the terms and
conditions of the Company's automobile allowance program.
4. BUSINESS EXPENSES.
In accordance with the Company's generally applicable policies, (i)
during the term of his employment under this Agreement, the Employee shall be
authorized to incur necessary and reasonable travel, entertainment and other
business expenses in connection with
2
his duties hereunder, and (ii) the Company shall reimburse the Employee for such
expenses upon presentation of an itemized account and appropriate supporting
documentation.
5. TERM OF EMPLOYMENT.
(a) BASIC RULE. The Company agrees to employ the Employee, and the
Employee agrees to remain in employment with the Company, from the date hereof
until the date on which the Employee's employment terminates pursuant to
Subsection (b), (c), (d), (e) or (f) below.
(b) TERMINATION BY COMPANY WITHOUT CAUSE. The Company may
terminate the Employee's employment at any time without Cause (as defined below)
and for any reason or no reason whatsoever by giving the Employee thirty (30)
days' advance notice in writing.
(c) TERMINATION BY COMPANY FOR CAUSE. The Company may terminate
the Employee's employment for Cause. For all purposes under this Agreement,
"Cause" shall mean:
(i) A willful failure or omission of the Employee to
substantially perform his duties hereunder, other than as a result of the death
or Disability (as defined below) of the Employee;
(ii) A willful act by the Employee that constitutes gross
misconduct or fraud;
(iii) The Employee's conviction of, or plea of "guilty" or "no
contest" to, a felony; or
(iv) The Employee's disobedience of lawful orders and
directives of the Chief Executive Officer of the Company.
(d) RESIGNATION BY EMPLOYEE. The Employee may terminate his
employment by giving the Company thirty (30) days' advance notice in writing.
(e) DEATH OF EMPLOYEE. The Employee's employment shall terminate
automatically in the event of his death.
(f) DISABILITY. The Company may terminate the Employee's
employment due to Disability by giving the Employee thirty (30) days' advance
notice in writing. For all purposes under this Agreement, "Disability" shall
mean that the Employee, at the time the notice is given, has performed none of
his duties under this Agreement for a period of not less than one hundred eighty
(180) consecutive days as a result of his incapacity due to physical or mental
illness. In the event the Employee resumes the performance of substantially all
of his duties hereunder before termination of his active employment under this
Section 5(f) becomes effective, the notice of termination shall automatically be
deemed to have been revoked because of a mental or physical impairment that
substantially affects one or more major life activities.
(g) RIGHTS UPON TERMINATION. Except as expressly provided in
Sections 6 and 7, upon the termination of the Employee's employment pursuant to
this Section 5, the Employee shall only be entitled to the compensation,
benefits and
3
reimbursements described in Sections 2, 3 and 4 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.
(h) EMPLOYMENT BY AFFILIATE. The employment of the Employee shall
not be considered to have terminated for purposes of this Agreement if the
Employee is employed by a parent, subsidiary or affiliated corporation or
related entity of the Company.
(i) TERMINATION OF AGREEMENT. This Agreement shall terminate when
all obligations of the parties hereunder have been satisfied.
6. CERTAIN TERMINATIONS OF EMPLOYMENT FOLLOWING CHANGE IN CONTROL.
(a) DEFINITION. For all purposes under this Agreement, "Change in
Control" shall mean the occurrence, after the date of this Agreement, of any of
the following events:
(i) A change in control of the Company 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");
(ii) A change in the composition of the Company's Board of
Directors (the "Board"), as a result of which fewer than two-thirds of the
directors are directors who either (A) had been directors of the Company
twenty-four (24) months prior to such change or (B) were elected, or nominated
for election, to the Board with the affirmative votes of at least a majority of
the directors who had been directors of the Company twenty-four (24) months
prior to such change and who were still in office at the time of the election or
nomination; or
(iii) Any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) by the acquisition or aggregation of securities is or
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing fifty percent (50%) or more of the combined voting power of
the Company's then-outstanding securities ordinarily (and apart from rights
accruing under special circumstances) having the right to vote at elections of
directors (the "Base Capital Stock"); except that:
(1) the beneficial ownership by a person of fifty percent
(50%), but less than a majority, of the Base Capital Stock in the ordinary
course of such person's business and not with the purpose or effect of changing
or influencing the control of the Company, and otherwise in a situation where
the person is eligible to file a short-form statement on Schedule 13G under Rule
13d-1 under the Exchange Act with respect to such beneficial ownership, shall be
disregarded; and
(2) any change in the relative beneficial ownership of the
Company's securities by any person resulting solely from a reduction in the
aggregate number of outstanding shares of Base Capital Stock, and any decrease
thereafter in such person's ownership of securities, shall be disregarded until
such person increases in any
4
manner, directly or indirectly, such person's beneficial ownership of any
securities of the Company.
(b) GOOD REASON. For all purposes under this Agreement, "Good
Reason" shall mean that (i) the Employee has incurred a reduction in his Base
Compensation or annual target bonus as set forth in Section 2 or (ii) the
Employee's responsibilities and authority, as set forth in Section 1(a), have
been substantially reduced.
(c) CHANGE IN CONTROL PAYMENT AND SEVERANCE BENEFITS. If, during
the term of this Agreement and (i) within one year after the occurrence of a
Change in Control, the Employee voluntarily resigns his employment for Good
Reason, (ii) within one year after the occurrence of a Change in Control, the
Company terminates the Employee's employment for any reason other than Cause or
Disability, then the Employee shall be entitled to receive a severance payment
from the Company (the "Change in Control Payment") and in addition shall be
entitled to Severance Benefits in accordance with Subdivision (ii) of Section
7(a). No Change in Control payment shall be made in case of termination of
employment of Employee by reason of resignation of Employee other than for Good
Reason, death of Employee, or any other circumstance not specifically and
expressly described in the immediately preceding sentence. The Change in Control
Payment shall be in an amount determined under Section 6(d) below and shall be
made in a lump sum not more than five (5) business days following the effective
date of the Employee's release as described in Section 8 below. The Change in
Control Payment shall be in lieu of (i) any further payments to the Employee
under Section 2, (ii) any further accrual of benefits under Sections 3 and 6
with respect to periods subsequent to the date of the employment termination and
(iii) any entitlement to a Severance Payment (as defined in Subdivision (i) of
Section 7(a) below). In addition, at the time of the employment termination, the
Company shall pay to the Employee all accrued and unpaid vacation.
(d) AMOUNT OF CHANGE IN CONTROL PAYMENT. The amount of the Change
in Control Payment shall be equal in the aggregate to (i) two hundred percent
(200%) of the Employee's annual rate of Base Compensation, as in effect on the
date of the Change in Control; and (ii) two hundred percent (200%) of the
Employee's targeted annual bonus award as in effect on the date of the Change in
Control, multiplied by a fraction, the numerator of which is the number of
completed days in the then-existing fiscal year through the date of employment
termination, and the denominator of which is three hundred sixty-five (365).
(e) INCENTIVE PROGRAMS. If, during the term of this Agreement, a
Change in Control occurs, the Employee shall become fully vested in all awards
heretofore or hereafter granted to him under all incentive compensation,
deferred compensation, bonus, stock option, stock appreciation rights,
restricted stock, phantom stock or similar plans maintained by the Company, any
contrary provisions of such plans notwithstanding.
5
(f) NO MITIGATION. The Employee shall not be required to mitigate
the amount of any payment or benefit contemplated by this Section 6 (whether by
seeking new employment or in any other manner), nor shall any such payment or
benefit be reduced by earnings or benefits that the Employee may receive from
any other source.
7. OTHER TERMINATIONS OF EMPLOYMENT.
(a) SEVERANCE PAYMENT AND SEVERANCE BENEFITS. In the event that,
during the term of this Agreement the Company terminates the Employee's
employment for any reason other than Cause or Disability or the Employee
voluntarily resigns his employment for Good Reason within one (1) month of the
occurrence of the event constituting Good Reason and Section 6 does not apply,
then:
(i) The Company shall pay an amount ("Severance Payment") in
installments (or a lump sum if the Company so elects), as provided below, equal
in the aggregate to (i) two hundred percent (200%) of the Employee's annual rate
of Base Compensation as in effect on the date of employment termination; and
(ii) the Employee's unpaid targeted annual bonus award as in effect under
Section 3 of the date of employment termination, multiplied by a fraction, the
numerator of which is the number of completed days in the then-existing fiscal
year through the date of employment termination, and the denominator of which is
three hundred sixty-five (365). In the event of resignation pursuant to Section
6(b)(i), for purposes of the forgoing sentence the Employee's Base Compensation
and targeted annual bonus shall be calculated as though a reduction had not
occurred. If the Severance Payment is paid in installments, it shall be paid at
the same rate and in accordance with the same schedule as Base Compensation
would have been paid had employment continued until the Severance Payment has
been made in full; provided, however, at its election the Company may at any
time pay any remainder of the Severance Payment in a lump sum. The Severance
Payment shall be paid commencing not more than five (5) business days following
the effective date of the Employee's release as described in Section 8 below. In
addition, at the time of the employment termination, the Company shall pay to
the Employee all accrued and unpaid vacation.
(ii) For the period of one (1) year following such
termination, the Company shall (i) reimburse the Employee for dental and health
insurance premiums required to be paid by the Employee for such one (1) year
period 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 the Employee elects such continuation coverage, and (ii) cause group
long-term disability insurance coverage and basic term life insurance coverage
then provided to the Employee by the Company, if any, to be continued for such
one (1) year period (or, if such coverage cannot be continued or can only be
continued at a cost to the Company greater than the Company would have incurred
absent such termination, then, at the Company's election, the Company may either
provide such long-term disability or term life insurance as may be available at
no greater cost than one hundred fifty percent (150%) of what the Company would
have incurred absent such termination or pay to the Employee one hundred fifty
percent (150%) of the amount of premiums the Company would have incurred to
continue such coverage absent such termination) (payments and benefits under
this Subdivision (ii) of Section 7(a), collectively "Severance Benefits").
6
(b) RESIGNATION BY EMPLOYEE. In the event the Employee
voluntarily resigns his employment without Good Reason during the ninety (90)
day period commencing two years from the original date of this Agreement, the
Company shall pay to the Employee an amount equal to one million dollars ($1
million) and provide the Employee with the Severance Benefits described in
Section 7(a)(ii).
(c) TERMINATION OF SEVERANCE BENEFITS. All Severance
Benefits shall be discontinued completely as of the date when the Employee
returns to employment or self-employment, whether full- or part-time, with an
entity that offers any group health insurance coverage to its employees or
independent contractors, regardless of whether such coverage is equivalent to
the insurance coverage contemplated by the Severance Benefits.
(d) NO MITIGATION. The Employee shall not be required to
mitigate the amount of any payment or benefit contemplated by this Section 7,
nor shall any such payment or benefit be reduced by earnings or benefits that
the Employee may receive from any other source.
8. CHANGE IN CONTROL PAYMENT, SEVERANCE PAYMENT AND SEVERANCE BENEFITS
CONDITIONED UPON EXECUTION OF EFFECTIVE RELEASE OF CLAIMS.
Notwithstanding any of the foregoing to the contrary, in no event
shall the Company be required to make any payment or provide any benefit
pursuant to Section 6 or 7 above (except for payments of accrued and unpaid
vacation) unless and until the Employee executes and delivers to the Company a
release in the form of Exhibit A, and such release becomes effective in
accordance with its terms; provided, however, that pending such execution and
delivery of such a release by the Employee, the Company will advance for the
account of the Employee premiums required to be paid during the period during
which the effectiveness of the release is pending if necessary to avoid lapse
with respect to the Employee within such period of a group dental, health or
disability policy to which Severance Benefits provided under Subdivision (ii) of
Section 7(a) relate, which advance shall be repaid by the Employee on expiration
of (i) the period during which Employee is permitted to consider whether to
execute the release (if the Employee does not execute the release) or (ii) the
period during which the effectiveness of the release is pending (if the Employee
executes the release).
9. 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 9) (collectively, the "Payment") would be subject to the
excise tax imposed by Section 4999 of the Code or any interest or penalties
(other than interest and penalties incurred solely as a result of the Employee's
failure to timely file a return and/or pay any tax due) 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
7
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 9 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 final and
binding on the Company and the Employee. All fees and expenses of the Auditors
shall be paid by the Company.
10. NONDISCLOSURE.
During the term of this Agreement and thereafter, the Employee shall
not, without the prior written consent of the Board, disclose or use for any
purpose (except in the course of his employment under this Agreement and in
furtherance of the business of the Company) confidential information or
proprietary data of the Company or any parent, subsidiary or affiliated
corporation or related entity of the Company, except as required by applicable
law or legal process, in which case promptly and before disclosure the Employee
shall 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 the Employee) or any information of a type
not otherwise considered confidential by persons engaged in the same business
as, or a business similar to, that conducted by the Company. The Employee agrees
to deliver to the Company at the termination of his employment, or at any other
time the Company may request, all memoranda, notes, plans, records, reports and
other documents or electronic information (and copies thereof) relating to the
business of the Company or any parent, subsidiary or affiliated corporation or
related entity of the Company, which he may then possess or have under his
control. Nothing in this Section 10 or elsewhere in this Agreement shall be
deemed to waive, or to permit or authorize the Employee to take any action which
waives or could have the consequence of waiving, the attorney-client privilege,
the work product doctrine or any other privilege or doctrine with respect to any
information in the possession of the Employee or any communication between the
Employee and the Company, its parent, subsidiary and affiliated corporations,
any related entities or any of their respective directors, officers, employees,
agents or other representatives.
11. MISCELLANEOUS PROVISIONS.
(a) SUCCESSORS. Subject to Section 11(j) below and provided that
the Employee may not delegate his duties hereunder without the consent of the
Board of Directors of the Company, this Agreement and all rights hereunder shall
inure to the benefit of, and be enforceable by, the parties' successors,
assigns, personal or legal representatives, executors, administrators, heirs,
distributees, devisees and legatees.
(b) 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, when mailed by U.S. registered mail (return receipt
requested and postage prepaid), or when telecopied. 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 for income tax withholding
purposes or by notice given pursuant to
8
this Section 11(b). In the case of the Company, mailed notices shall be
addressed to its corporate headquarters as reflected in its most recent Report
on Form 10-Q or Form 10-K filed with the U.S. Securities and Exchange
Commission, directed to the attention of its Secretary. Telecopied notices shall
be sent to such telephone number as the Company and the Employee may specify for
this purpose.
(c) 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 or of the
same condition or provision at another time.
(d) WHOLE 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
either party with respect to the subject matter hereof. Effective as of the date
hereof, this Agreement supersedes all prior employment agreements and severance
agreements between the parties, their parents, subsidiaries and affiliates, and
their respective predecessors.
(e) WITHHOLDING. All payments made under this Agreement shall be
subject to reduction to reflect taxes required to be withheld by law. The
Employee hereby declares under penalty of perjury that his Social Security
Number is __________________. To the extent permitted by applicable law, the
Company shall also be entitled to withhold from or offset against any payments
under this Agreement any amounts owed by the Employee (whether or not
liquidated) to the Company or any parent, subsidiary or affiliated corporation
or related entity or either of them.
(f) CERTAIN REDUCTIONS AND OFFSETS. Notwithstanding any other
provision of this Agreement to the contrary, any payments or benefits under this
Agreement shall be reduced by any severance payments and benefits payable by the
Company or an affiliate of the Company to the Employee under any policy, plan,
program or arrangement, including, without limitation, a contract between the
Employee and the Company or an affiliate of the Company.
(g) CHOICE OF LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the internal laws of the
State of California, without regard to where the Employee has his residence or
principal office or where he performs his duties hereunder.
(h) 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.
(i) ARBITRATION. Except as otherwise provided in Section 9, and
except for any action by the Company seeking injunctive relief against the
Employee, any controversy or claim arising out of or relating to this Agreement,
or the breach thereof, or the Employee's 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
9
connected in any way with any relations between the Company and the Employee,
including without limitation all claims encompassed within the scope of the form
of General Release attached to this Agreement as Exhibit A, 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 paid by the Company. The Company
and the Employee acknowledge and agree that any and all rights they may have to
resolve their claims by a jury trial are hereby expressly waived.
(j) NO ASSIGNMENT. The rights of any person to payments 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 Section 11(j) 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/ George R. Melton
------------------------------
GEORGE R. MELTON
Date: August 23, 2002
-------------------------
URS CORPORATION
By: /s/ Joseph Masters
---------------------------
Name: Joseph Masters
-------------------------
Title: Vice President
------------------------
Date: August 23, 2002
------------------------
10
EXHIBIT A
GENERAL RELEASE
(INDIVIDUAL TERMINATION)
This General Release ("Release") is executed and delivered by George R.
Melton ("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 (collectively, "Company").
In consideration of certain payments and benefits which Employee will
receive following termination of employment pursuant to the terms of the
Employment Agreement entered into as November 30, 2001, 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;
provided, however, that, expressly excluded from this Release are any and all
Claims Employee may have for indemnification under the Bylaws of the Company and
any Claims arising under the terms of the Indemnification Agreement between URS
Corporation and Employee dated as of November 30, 2001 and any amendment,
supplement or replacement thereof.
During the time Employee is entitled to any Change in Control Payment,
Severance Payment or Severance Benefits, as defined and provided in Sections 6
and 7 of the Agreement,
1
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 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.
Employee represents that he is not aware of any claims other than the
claims that are released by this instrument. Employee acknowledges that he is
familiar with the provisions of California Civil Code Section 1542, which states
as follows:
A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor
at the time of executing the release, which if known by
him must have materially affected his settlement with
the debtor.
2
Employee, being aware of such Code section, agrees to waive any rights he may
have thereunder, as well as under any other statute or common law principle of
similar effect.
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
twenty-one (21) calendar days (forty-five (45) calendar days, in the case of a
group termination) within which to review and consider this Release before
signing it.
Should Employee decide not to use the full twenty-one (21) or forty-five
(45) days, as applicable, 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 twenty-one (21) or forty-five (45) days to consult an attorney and/or
consider this Release. Employee acknowledges that Employee may revoke this
Release for up to seven (7) calendar days following Employee's execution of this
Release and that it shall not become effective or enforceable until such
revocation period has expired. Employee further acknowledges and agrees that
such revocation must be in writing and delivered to Company in accordance with
Section 11(b) of the Agreement and must be received by Company as so addressed
not later than midnight on the seventh (7th) day following Employee's execution
of this Release. 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 (8th) day after it is signed by Employee.
In the case of a group termination, the law requires that Employee be
provided a detailed list of the job titles and ages of all employees who were
terminated in the group termination and the ages of all employees of the Company
in the same job classification or organizational unit who were not terminated.
Employee acknowledges that Employee has been provided with this information.
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:___________________________ _______________________________________
GEORGE R. MELTON
3