EXHIBIT 10.12
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of October
12, 2000, by and between IRWIN ROSENSTEIN (the "Employee") and URS CORPORATION
CONSULTANTS, INC., a Delaware corporation (the "Company").
WITNESSETH:
WHEREAS, the Company and the Employee entered into an Employment Agreement
effective as of August 1, 1991, and amended such Employment Agreement effective
as of October 13, 1998 (which Employment Agreement, as so amended, is referred
to below as the "Prior Agreement"); and
WHEREAS, the Company wishes to continue employing the Employee and the
Employee is willing to continue such employment upon the terms and conditions of
this Agreement, which is an amendment and restatement of the Prior Agreement.
NOW, THEREFORE, the parties agree as follows:
1. TERM OF EMPLOYMENT.
(a) Basic Rule. The Company agrees to continue the Employee's
employment, 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 Section 1 (b), (c), (d), (e) or (f).
(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. If the Employee resigns for any reason after
attaining age sixty-five (65), such termination of employment shall be deemed
for purposes of this Agreement to be a termination by the Company without Cause
(as defined below) unless circumstances constituting Cause exist at such time.
(c) Termination by Company for Cause. The Company may terminate the
Employee's employment for Cause by giving the Employee thirty (30) days' advance
notice in writing. 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 and that is materially injurious to the Company; or
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(iii) The Employee's conviction of, or plea of "guilty" or "no
contest" to, a felony that is materially injurious to the Company.
No act, omission or failure to act by the Employee shall be considered "willful"
unless committed without good faith and without reasonable belief that the act,
omission or failure to act was in the Company's best interests.
(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
that the Employee, at the time 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 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 hereunder before the termination of his active employment
under this Section 1(f) becomes effective, the notice of termination shall
automatically be deemed to have been revoked.
(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 1, the Employee shall only be entitled to the compensation, benefits and
reimbursements described in Sections 3, 4 and 5 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.
2. DUTIES AND SCOPE OF EMPLOYMENT.
(a) Position. The Company agrees to employ the Employee in an
executive position for the term of his employment under this Agreement. The
Employee shall report as directed by 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 or designee. It is
anticipated that the Employee's duties will require him to travel frequently and
extensively. If the Employee's principal office is changed, the Company shall
reimburse reasonable relocation expenses of the Employee in accordance with
generally applicable policies of the Company.
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(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 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.
3. 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 Four Hundred Forty Thousand Dollars ($440,000), 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 compensation specified in this Section 3, together with any increases in
such compensation that the Company may grant from time to time, is referred to
in 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 sixty percent (60%) of Base Compensation.
4. EMPLOYEE BENEFITS, STOCK OPTIONS, AND INCENTIVE COMPENSATION, AND
OTHER COMPENSATION PLANS AND PROGRAMS.
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. In addition to the
foregoing, the Company shall reimburse the Employee for the cost of
Company-provided life insurance currently being provided to the Employee and for
the cost of life insurance under a policy previously purchased
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by the Employee, the aggregate coverage under both such policies being equal to
approximately one million dollars ($1,000,000); provided, however, that the
Company's reimbursement obligation shall end if such coverage is not available
at commercially reasonable rates. The Company shall provide such reimbursements
to the Employee until the Employee's employment under this Agreement is
terminated for any reason and during such time also shall pay to the Employee an
additional amount (the "Life Insurance Gross-Up Payment") such that after
payment by the Employee of all income and employment taxes in respect of all
such reimbursements paid by the Company and in respect of the Life Insurance
Gross-Up Payment, the Employee retains an amount of the Life Insurance Gross-Up
Payment equal to the income and employment taxes paid by the Employee in respect
of the reimbursements paid by the Company.
5. 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 his duties hereunder, and (ii) the Company
shall reimburse the Employee for such expenses upon presentation of an itemized
account and appropriate supporting documentation.
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
incumbent directors were either (A) directors of the Company twenty-four (24)
months prior to such change or (B) elected, or nominated for election, to the
Board with the affirmative votes of at least a majority of the directors who
were 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 is or becomes the beneficial owner of securities
of the Company representing twenty percent (20%) or more of the Company's Base
Capital Stock. Notwithstanding the preceding clause:
(1) the beneficial ownership by a person of twenty percent
(20%) or more, but less than a majority, of the Base Capital Stock shall not
constitute a Change in Control if such beneficial ownership was acquired 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 if such 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;
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(2) the beneficial ownership by a person of twenty percent
(20%) or more of the Base Capital Stock directly as a result of a reduction in
the aggregate number of outstanding shares of Base Capital Stock shall not
constitute a Change in Control unless and until, subsequent to such reduction,
such person increases in any manner such person's beneficial ownership of Base
Capital Stock; and
(3) the beneficial ownership by the RCBA Group of twenty
percent (20%) or more of the Base Capital Stock shall not constitute a Change in
Control unless and until either (a) the RCBA Group is or becomes the beneficial
owner of twenty percent (20%) or more of the Base Capital Stock, excluding from
the numerator for purposes of such calculation the RCBA Preferred Investment
Shares, (b) the RCBA Group is or becomes the beneficial owner of more than fifty
percent (50%) of the Base Capital Stock, including in the numerator for purposes
of such calculation the RCBA Preferred Investment Shares, or (c) a third person
not affiliated with the RCBA Group as of the date of this Agreement directly or
indirectly acquires control of the RCBA Group.
For purposes of this clause (iii):
a. "Base Capital Stock" means 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;
b. "Beneficial owner," "beneficial ownership" and
"person" have the meanings as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act;
c. "RCBA Group" means Richard C. Blum & Associates,
Inc. ("RCBA") and any person "affiliated" with RCBA (within the meaning of the
Exchange Act); and
d. "RCBA Preferred Investment Shares" means (i) shares
of the Company's Series B Preferred Stock, (ii) additional shares of Series B
Preferred Stock issued in payment of dividends on the Series B Preferred Stock,
(iii) shares of the Company's Common Stock issued upon the conversion of the
Series B Preferred Stock in accordance with its terms, and (iv) shares of other
securities of the Company issued in exchange for the Series B Preferred Stock in
accordance with its terms.
(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 percentage, or (ii) the Employee's principal
office is changed, without the Employee's written approval, to a location more
than twenty-five (25) miles from the location of the Employee's principal office
on the date hereof.
(c) Change in Control Payment and Severance Benefits. If, during the
term of this Agreement and (i) within six (6) months after the occurrence of a
Change in Control, the Employee voluntarily resigns his employment for Good
Reason, (ii) within six (6) months after the occurrence of a Change in Control,
the Company terminates the Employee's employment for any reason, or (iii) within
the thirty (30) day period following the date that is six
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(6) months after the occurrence of a Change in Control, the Employee voluntarily
resigns his employment for any reason, 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
Section 7(a)(ii). The Change in Control Payment shall be in an amount determined
under Section 6(d) 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. The Change in Control Payment shall be in lieu of (i)
any further payments to the Employee under Section 3, (ii) any further accrual
of benefits under Section 4 with respect to periods subsequent to the date of
the employment termination and (iii) any entitlement to a Severance Payment (as
defined in Section 7(a)(i)). In addition, at the time of the employment
termination, the Company shall pay to the Employee all accrued but unpaid
vacation.
(d) Amount of Change in Control Payment. The amount of the Change in
Control Payment shall be equal to two hundred percent (200%) of the sum of (i)
the Employee's annual rate of Base Compensation, as in effect on the date of the
Change of Control or, if higher, on the date of employment termination, plus
(ii) the Employee's annual target bonus, as in effect on the date of the Change
of Control or, if higher, on the date of employment termination, under the
Company's annual bonus plan (or, if no target bonus is then in effect, the
actual bonus most recently paid by the Company to the Employee).
(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.
(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 one hundred percent (100%) of the Employee's annual rate of
Base Compensation as in effect on the date of employment termination. 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
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than five (5) business days following the effective date of the Employee's
release as described in Section 8. In addition, at the time of the employment
termination, the Company shall pay to the Employee all accrued but 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 (excluding
the additional life insurance coverage provided pursuant to the second sentence
of Section 4) 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 Section 7(a) (ii), collectively, "Severance Benefits").
(iii) As of the date of the Employee's termination of employment,
the Employee will be credited with an additional one (1) year of service with
the Company for purposes of vesting under all executive compensation programs
maintained by the Company, including (without limitation) 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) but not
including any pension, thrift or profit-sharing plan intended to qualify under
Section 401(a) of the Code. The additional one (1) year credit under the
preceding sentence shall also be counted as continued employment with the
Company for purposes of determining the expiration date of any stock option
granted by the Company and held by the Employee at the time his employment
terminates. This Section 7(a)(iii) shall not be construed to require the Company
to grant any new awards to the Employee under any executive compensation
program.
(b) 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.
(c) 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.
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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 or Exhibit B, as appropriate, 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 Section
7(a) (ii) 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 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 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,
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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) 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 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 such 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
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affiliates, and their respective predecessors (but not that certain
Indemnification Agreement dated as of ________________________ between the
Company and the Employee, which remains in full force and effect).
(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 connected in any way with any relations between
the Company and the Employee, including without limitation all claims
encompassed within the scope of the forms of General Release attached to this
Agreement as Exhibit A and Exhibit B, 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,
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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.
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IRWIN ROSENSTEIN
Date:
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URS CORPORATION CONSULTANTS, INC.
By:
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Name:
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Title:
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Date:
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EXHIBIT A
GENERAL RELEASE
(Individual Termination)
This General Release ("Release") is executed and delivered by IRWIN
ROSENSTEIN ("Employee") to and for the benefit of URS Corporation Consultants,
Inc., a Delaware corporation, and any parent, subsidiary or affiliated
corporation or related entity of URS Corporation Consultants, Inc.
(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 of September ___, 2000, 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
_________________and Employee dated as of ________________________ 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:
2
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.
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 within which to review and consider this Release
before signing it.
Should Employee decide not to use the full twenty-one (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 twenty-one (21) 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.
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:
--------------------- --------------------------------------------
IRWIN ROSENSTEIN
3
EXHIBIT B
GENERAL RELEASE
(Group Termination)
This General Release ("Release") is executed and delivered by IRWIN
ROSENSTEIN ("Employee") to and for the benefit of URS Corporation Consultants,
Inc., a Delaware corporation, and any parent, subsidiary or affiliated
corporation or related entity of URS Corporation Consultants, Inc.
(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 of September ___, 2000, 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
________________ and Employee dated as of ________________________ 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:
2
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.
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
forty-five (45) calendar days within which to review and consider this Release
before signing it.
Should Employee decide not to use the full forty-five (45) 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 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.
The law requires that Employee be provided a detailed list of the job
titles and ages of all employees who were terminated in this 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.
3
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:
--------------------- --------------------------------------------
IRWIN ROSENSTEIN
4