8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 7, 2006

URS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State of jurisdiction of incorporation)
1-7567 (Commission File No.)	94-1381538 (IRS Employer Identification No.)

600 Montgomery Street, 26^th Floor

San Francisco, California 94111-2728

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (415) 774-2700

Not Applicable(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

□   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On December 7, 2006, URS Corporation (“URS” or the “Company”) and Martin M. Koffel, the Chairman, Chief Executive Officer and President of URS, entered into the First Amendment (the “Amendment”) to the Amended and Restated Employment Agreement dated as of December 5, 2003 (the “Employment Agreement” and, as amended, the “2006 Employment Agreement”) and the Amended and Restated Supplemental Executive Retirement Agreement (“2006 SERP”). The Amendment and the 2006 SERP were approved by the Compensation Committee of the Board of Directors of URS on December 7, 2006. The Compensation Committee also approved the issuance of 300,000 shares of restricted stock to Mr. Koffel (“Stock Grant”), such issuance to be subject to and effective upon the effective date of the Amendment and the 2006 SERP, or December 7, 2006. A brief description of the terms and conditions of these agreements and Stock Grant is provided below.

2006 Employment Agreement. URS and Mr. Koffel entered into the Amendment to (1) extend his retirement date from December 29, 2006 to May 31, 2009, or such later date as the parties may agree (the “Retirement Date”), (2) provide for the Stock Grant (described further below) and clarify certain related equity award and benefit provisions, and (3) modify provisions related to severance payments in accordance with the requirements of Section 409A of the Internal Revenue Code (the “Code”). The 2006 Employment Agreement describes the terms pursuant to which Mr. Koffel receives an annual base salary, target bonus and other compensatory benefits and severance arrangements. Currently, Mr. Koffel receives an annual base salary of $950,000 and a target bonus percentage equal to 120% of his base salary. The annual base salary and target bonus are both subject to increase at the discretion of the Compensation Committee. The 2006 Employment Agreement provides for a tax gross-up payment to offset the cost of taxes that could be imposed if any severance payments due Mr. Koffel are considered to be “excess parachute payments” subject to excise tax under Section 4999 of the Internal Revenue Code (an “Excise Tax Gross-Up Payment”). Mr. Koffel is also reimbursed for the cost of (1) term life insurance with a face amount equal to up to four times his base salary and (2) a supplemental disability income insurance policy that provides a monthly benefit of not less than $10,000, plus tax gross-up payments to offset his cost of all income and employment taxes imposed because of these reimbursements.

The 2006 Employment Agreement also provides certain severance benefits. If Mr. Koffel voluntarily resigns or dies before the Retirement Date, he will receive a severance payment of $5,000,000 and the exercise period for all of his options will be extended for a period of 36 months. If Mr. Koffel retires on the Retirement Date or if the Company terminates his employment for any reason other than cause prior to the Retirement Date, Mr. Koffel will receive a severance payment of $5,000,000, the exercise period for all of his options will be extended for a period of 36 month and the vesting of all his unvested stock awards (whether granted before or after the execution of the 2006 Employment Agreement) will be accelerated in full. If Mr. Koffel voluntarily resigns or is terminated by the Company within two years following a change in control of the Company (as defined in the 2006 Employment Agreement), Mr. Koffel will receive a severance payment equal to three times the sum of his base salary plus his target bonus, the exercise period for all of his options will be extended for a period of 36 months, the vesting of all his unvested stock awards (whether granted before or after the execution of the 2006 Employment Agreement) will be accelerated in full, and Mr. Koffel will be eligible for an Excise Tax Gross-Up Payment. In addition, during the 18-month period following Mr. Koffel’s termination for any reason, Mr. Koffel and his spouse will be entitled, at the expense of URS, to participate in the life, disability and health insurance programs maintained by URS. In the event of Mr. Koffel’s death during any such 18-month period, URS will extend the insurance coverage benefit to Mr. Koffel’s spouse for the duration of the 18-month period.

The foregoing description of the 2006 Employment Agreement is qualified in its entirety by reference to Exhibits 10.1 and 10.2 of Item 9.01 of this Form 8-K.

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2006 SERP. In 1999, the Board of Directors of URS approved special supplemental compensation for Mr. Koffel to recognize his significant contributions to the Company’s growth and success during the previous decade, to induce him to continue as Chief Executive Officer through his then expected retirement at age 65 and to create incentives for him to continue to increase stockholder value. This special supplemental compensation included, among other things, a supplemental executive retirement agreement (“SERP”). In September 2003, the SERP was amended to provide Mr. Koffel with an annual lifetime retirement benefit. Benefits were based on Mr. Koffel’s final average annual compensation and his age at the time of his employment termination. On December 7, 2006, the SERP was further amended and restated to (1) provide that for purposes of calculating his final average annual compensation under the SERP, his base compensation would not exceed its current rate of $950,000 and his target bonus would not exceed its current rate of 120%, (2) modify provisions related to benefit payments in accordance with the requirements of Section 409A of the Code, and (3) clarify the provisions regarding the provision of lifetime health benefits to Mr. Koffel and his spouse. Estimated annual benefits pursuant to the 2006 SERP are as follows:

Retirement Age

67	68	69	70
$1,168,000	$1,234,000	$1,305,000	$1,324,000

Benefits under the 2006 SERP shown in the above table are computed on the basis of actuarial assumptions for an annuity for the life of Mr. Koffel, with guaranteed payments for at least ten years (Mr. Koffel is currently 67 years old). The 2006 SERP provides for an offset for Social Security benefits to which Mr. Koffel becomes entitled, but these offsets are not reflected in the table. Mr. Koffel may elect to receive his 2006 SERP benefits in the form of a lump sum payment upon his retirement. The 2006 SERP also provides that Mr. Koffel and his spouse will be entitled to participate in the Company’s life, disability and health insurance programs at group rates for the remainder of their lives. The Company is obligated to deposit into a “rabbi trust” the lump sum value of Mr. Koffel’s retirement benefit, within 15 days of the earlier to occur of (1) a request to do so from Mr. Koffel and (2) Mr. Koffel’s termination of employment for any reason, including death.

Under the terms of the 2006 SERP, if Mr. Koffel’s employment is terminated (1) by URS within thirteen months of a change in control of the Company, (2) by URS following a potential change in control and within six months prior to a change of control or (3) by Mr. Koffel within two years following a change in control, then Mr. Koffel’s retirement benefit will be calculated as if his age at time of termination was 67.

The foregoing description of the 2006 SERP is qualified in its entirety by reference to Exhibit 10.3 of Item 9.01 of this Form 8-K.

Restricted Stock Grant. The 2006 Employment Agreement provides that Mr. Koffel would receive, and he has been granted, a Stock Grant for 300,000 shares of the Company’s stock that will vest as follows: (1) 50,000 shares on each of May 25, 2007, May 25, 2008 and May 25, 2009, provided in each case that Mr. Koffel’s continuous service with the Company has not terminated prior to such vesting date, and (2) 50,000 shares on each of May 25, 2007, May 25, 2008 and May 25, 2009, provided in each case that Mr. Koffel’s continuous service with the Company has not terminated prior to such vesting date and the Company has met its net income goal established by the Board during the first quarter of the fiscal year ending immediately preceding such vesting date and as confirmed by the Compensation Committee after the audited financial results for such fiscal year have been prepared by the Company. The Stock Grant contains customary rights, privileges and restrictions as to the shares underlying the Stock Grant, including the right to receive any dividends declared with respect to the restricted stock, the right to provide instructions on how to vote the stock and restrictions on transfer.

The foregoing description of the Stock Grant is qualified in its entirety by reference to Exhibit 10.4 of Item 9.01 of this Form 8-K.

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Item 9.01. Financial Statements and Exhibits.

(c)Exhibits

10.1 First Amendment to the Amended and Restated Employment Agreement between Martin M. Koffel and URS Corporation, dated as of December 7, 2006. FILED HEREWITH.

10.2 Amended and Restated Employment Agreement between Martin M. Koffel and URS Corporation, dated as of September 5, 2003, filed as Exhibit 10.10 to the Company’s Form 10-K filed on January 22, 2004, and incorporated herein by reference.

10.3 Amended and Restated Supplemental Executive Retirement Agreement between Martin M. Koffel and URS Corporation, dated as of December 7, 2006. FILED HEREWITH.

10.4 URS Corporation 1999 Equity Incentive Plan Restricted Stock Award to Mr. Koffel, dated December 7, 2006. FILED HEREWITH.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, URS Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	URS CORPORATION
Date: December 8, 2006	By:	/s/ Joseph Masters
		Joseph Masters
		Vice President and General Counsel

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EX-10.1

Exhibit 10.1

First Amendment to the

Amended and Restated Employment Agreement

Between Martin M. Koffel and URS Corporation

Whereas, Martin M. Koffel (the “Employee”) and URS Corporation (the “Company”) entered into an Employment Agreement effective as of September 5, 2003 (the “Employment Agreement”); and

Whereas, the Employee and the Company wish to amend the Employment Agreement to (i) change the Employee’s retirement date under the Employment Agreement, (ii) clarify certain equity award and benefit provisions, and (iii) modify certain provisions in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Now Therefore, the Employment Agreement is amended effective as of December 7, 2006, as follows:, as follows:

1.Section 1(g) of the Employment Agreement hereby is amended in its entirety to read as follows:

(g)Retirement of Employee.The Employee’s employment shall terminate automatically on May 31, 2009, or such later date as the parties may mutually agree (the “Retirement Date”).

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2.Section 4(a) of the Employment Agreement is amended in its entirety to read as follows:

(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, a duly appointed committee of the Board or other person administering such plan or program  (such determinations with respect to any future equity-based incentives to be based on such factors as the Board or such committee or other person may deem appropriate in the circumstances, including without limitation other equity-based incentive awards previously granted to the Employee, including the grant specified in Section 4(b) below), and (ii) amendment, modification or termination of any such plan or program in the sole and absolute discretion of URS.

3.Section 4(b) of the Employment Agreement is amended in its entirety to read as follows:

(b)Equity Grant. Upon execution and delivery of the First Amendment to this Agreement, the Employee shall be granted 300,000 shares of restricted stock under the 1999 Plan, such grant to provide for (i) vesting of 50,000 shares on each of May 25, 2007, May 25, 2008 and May 25, 2009, provided in each case that the Employee’s continuous service with the Company has not terminated prior to such vesting date, (ii) vesting of 50,000 shares on each of May 25, 2007, May 25, 2008 and May 25, 2009, provided in each case that the Employee’s continuous service with the Company has not terminated prior to such vesting date and the Company has met its net income goal established by the Board during the first quarter of the fiscal year ending immediately preceding such vesting date and as confirmed by the Compensation Committee after the audited financial results for such fiscal year have been prepared by the Company, (iii) accelerated vesting of all unvested shares in the event of termination of the Employee pursuant to Section 6(a)(iv), (v) or (vi) below, and (iv) other terms consistent with the form of restricted stock grant approved by the Compensation Committee on May 24, 2006.

4.Section 4(d) of the Employment Agreement is clarified by being amended in its entirety to read as follows:

(d)Disability Insurance. During the terms of his employment under this Agreement, the Company shall pay to the Employee an amount (the “Disability Insurance Reimbursement Amount”) sufficient to reimburse the Employee for the cost of maintaining a supplemental disability income insurance policy that provides a monthly benefit of not less than $10,000 (and on terms substantially equivalent to the policy in effect on the date of the First Amendment to this Agreement), together with an additional amount (the “Disability insurance Gross-Up Payment”) such that after payment by the Employee of all income and employment taxes on the Disability Insurance Reimbursement Payment and the Disability insurance Gross-Up Payment, the Employee retains an amount equal to the Disability insurance Reimbursement Payment.

5.The Employment Agreement hereby is amended to add a new Section 4(f) to read in full as follows:

(f)Timing of Insurance Reimbursement Payments. Any Life Insurance Reimbursement Payment, Life Insurance Gross-Up Payment, Disability Insurance Reimbursement Payment and Disability Insurance Gross-Up Payment shall be made within two and one-half (2½) months following the Employee’s taxable year in which the Employee incurs the cost of such insurance.

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6.Clause (ii) of Section 6(a) of the Employment Agreement is amended to read in full “(ii) the termination of the Employee’s employment due to death or Disability,”; and Section 6(a)(2) of the Employment Agreement hereby is amended in its entirety to read as follows:

(2)Severance Payment. In the event the termination of the Employee is described in clause (a) (ii), (iii), (iv) or (v) above, the Company shall pay the Employee (or his estate) the amount of five million dollars ($5,000,000). In the event the termination of the Employee is described in clause (a)(vi) above, the Company shall pay the Employee the amount equal to three hundred percent (300%) of the sum of (x) the Employee’s Base Compensation plus (y) the product of the Annual Target Bonus multiplied by the Employee’s Base Compensation, all as such amounts are in effect on the date of the employment termination. Any payment under this Subsection (a)(2) shall be deemed a “Severance Payment” for purposes of this Agreement.

                For purposes of Section 409A of the Code, the right to five million dollars ($5,000,000) of any Severance Payment was “earned and vested” as of December 31, 2004, and, therefore, such amount shall not be considered subject to the provisions of Section 409A of the Code (the “Grandfathered Amount”). The right to any portion of any Severance Payment exceeding five million dollars ($5,000,000) was not “earned and vested” as of December 31, 2004, and, therefore, such amount shall be considered subject to the provisions of Section 409A of the Code (the “Non-Grandfathered Amount”).

7.Section 7 of the Employment Agreement hereby is amended in its entirety to read as follows:

7.Timing of Severance Payment.

(a)Grandfathered Amount. The Grandfathered Amount of any Severance Payment shall be paid either in a lump sum within five (5) business days following the date of termination (the “Lump Sum Payment Date”) or, as described below, at the Employee’s election in installments.

The Employee may, upon executing this Agreement or thereafter, upon written notice to the Company, elect to receive the Grandfathered Amount of any Severance Payment in installments payable on such date or dates on or subsequent to the Lump Sum Payment Date as the Employee may specify in such notice. Such election shall be irrevocable; provided, however, that the Employee may change his election of the installment method if such election is made by written notice to the Company at least one (1) year prior to the date that the Severance Payment is due to be made to the Employee. If the Employee does not elect the installment method at least one (1) year prior to the date that the Severance Payment is due to be made to the Employee, he shall be deemed to have elected to receive the Severance Payment in one lump sum on the Lump Sum Payment Date.

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(b)Non-Grandfathered Amount. If and to the extent necessary to avoid the imposition of additional tax under Section 409A of the Code,in the event of a termination of the Employee pursuant to clause (vi) of Section 6(a), the Non-Grandfathered Amount of any Severance Payment shall be paid in a lump sum on the date that is six (6) months following the date of termination or, as described below, at the Employee’s election in installments commencing on the date that is six (6) months following the date of termination; provided, however, that if the Employee terminates his employment pursuant to clause (vi) of Section 6(a) within two and one-half (2½) months following the taxable year in which the Change in Control occurs, the Non-Grandfathered Amount of any Severance Payment shall be paid in a lump sum upon termination.

The Employee may, upon executing this Agreement or thereafter, upon written notice to the Company, elect to receive the Non-Grandfathered Amount of any Severance Payment in installments, provided that the first installment payment date elected must be at least five (5) years following the date such payment otherwise would have been paid. Such election shall be irrevocable; provided, however, that the Employee may change his election of the installment method, provided that (i) such election is made by written notice to the Company at least one (1) year prior to the date that the Severance Payment is due to be made to the Employee, (ii) the first installment payment date elected under such change is at least five (5) years following the date such payment otherwise would have been paid, and (iii) the Employee may not change his election from installments to a lump sum form of payment. If the Employee does not elect the installment method at least one (1) year prior to the date that the Severance Payment is due to be made to the Employee, he shall be deemed to have elected to receive such Severance Payment in one lump sum in accordance with the foregoing paragraph.

8.Section 8 of the Employment Agreement hereby is amended to add the following two sentences at the end thereof:

Any Gross-Up Payment shall be made at such time as the payment of the Non-Grandfathered Amount of any Severance Payment in accordance with Section 7(b). The parties acknowledge and agree that this Section 8 supersedes Section 14 of the 1999 Plan (or any similar provisions of any other plan adopted by the Company), with the intended effect that the limitations on payments specified in such Section 14 (or similar provision) shall not apply to any payments or transfers by the Company to or for the benefit of the Employee under this Agreement, the 1999 Plan or otherwise.

Except as amended as provided above, the Employment Agreement shall remain in full force and effect.

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In Witness Whereof, each of the parties has executed this First Amendment to the Employment Agreement, as of the day and year first above written.

/s/ Martin M. Koffel

Martin M. Koffel

	URS Corporation, a Delaware corporation
Date: December 7, 2006	By:	/s/ Joseph Masters
		Joseph Masters
		Vice President and General Counsel

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EX-10.3

Exhibit 10.3

AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

Whereas,Martin M. Koffel (“Executive”) and URS Corporation, a Delaware corporation(the “Company”) entered into a Supplemental Executive Retirement Agreement (the “Agreement”) effective as of September 5, 2003 (the “Effective Date”);

Whereas, this Agreement is intended to provide Executive with a supplemental retirement benefit in addition to the benefit that Executive will be eligible to receive following the termination of his employment with the Company under the URS Corporation 401(k) Retirement Plan;

Whereas, this Agreement is not intended to meet the qualification requirements under Section 401 of the Code;

Whereas, Executive and the Company wish to amend and restate the Agreement effective as of December 7, 2006; and

Whereas, Executive and the Company acknowledge and agree that (i) Executive was vested in a portion of the Benefit (as defined below) as of December 31, 2004, in an annual amount as contemplated under Section 4.2(a) equal to $901,452, which is equivalent to a lump sum amount as contemplated under Section 4.2(b)(ii) of $10,956,000, and therefore such amount shall not be considered subject to the provisions of Section 409A of the Code (the “Grandfathered Amount”) and (ii) any portion of the Benefit exceeding the Grandfathered Amount shall be considered subject to the provisions of Section 409A of the Code (the “Non-Grandfathered Amount”).

Now Therefore, the Company and Executive hereby agree as follows:

ARTICLE 1

Scope of and Consideration for this Agreement

1.1Executive is currently employed by the Company.

1.2The Company and Executive entered into a Supplemental Executive Retirement Agreement effective as of July 13, 1999 (the “Prior SERP”), which sets forth the supplemental retirement benefit that Executive or his Beneficiary will be eligible to receive following his termination of employment with the Company.

1.3The duties and obligations of the Company to Executive under this Agreement shall be in consideration for Executive’s past services to the Company and Executive’s continued employment with the Company.

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1.4This Agreement shall amend, restate and supersede the Prior SERP and any other agreement with the Company relating to supplemental executive retirement benefits to be received by Executive upon his termination of employment with the Company. This Agreement is not intended to amend, restate or supersede any other agreement into which Executive and the Company have entered including, but not limited to, employment agreements, stock option agreements and deferred compensation agreements.

ARTICLE 2

Amount of Benefit

Executive shall be eligible to receive a benefit under this Agreement following his termination of employment with the Company (the “Benefit”). The Benefit shall be an annual amount, payable for the life of Executive with a guarantee of payments for at least ten (10) years, equal to (a) a percentage of Executive’s Final Average Compensation, which percentage shall be determined based on Executive’s age at his termination of employment as set forth in the following table (with interpolation of percentages for ages between those whole years specified based on the number of complete weeks beyond a specified whole year divided by 52), reduced by (b) the annual Social Security benefit to which Executive is entitled at the time of earliest eligibility:

Executive’s Age at Termination of Employment	Applicable Percentage
67 or older	60%
66	55%
65 or younger	50%

If Executive’s employment with the Company is terminated (a) by the Company for any reason within thirteen (13) months following a Change in Control, (b) by Executive for any reason within two (2) years following a Change in Control or (c) by the Company for any reason following the occurrence of a Potential Change in Control and within six (6) months prior to the occurrence of a Change in Control, Executive’s Benefit shall be calculated as if Executive’s age at termination of employment were sixty-seven (67). If Executive terminates employment with the Company after attaining age sixty-seven (67), the Benefit shall be the greater of (a) the Benefit computed as of the date of Executive’s termination of employment with the Company or (b) the Actuarial Equivalent (to reflect later commencement) of the Benefit computed as if it commenced as of the first day of the month coinciding with or next following the date of Executive’s sixty-seventh (67th) birthday.

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ARTICLE 3

Timing of Benefit Payment

3.1Grandfathered Amount. Payment of any Grandfathered Amount of the Benefit shall commence on the first day of the month following the month in which Executive’s termination of employment with the Company occurs.

Executive may, upon executing this Agreement or thereafter, by notice to the Company, elect such later date upon which any Grandfathered Amount of the Benefit shall commence following termination of his employment. Such election of a Benefit payment commencement date shall be irrevocable; provided, however, that Executive may change his election of a Benefit payment commencement date if the election to change the Benefit payment commencement date is made at least one (1) year prior to the date that Benefit payments actually commence to Executive. If Executive elects such a change in the commencement date of Benefit payments and such election is made less than one (1) year prior to the date that Benefit payments actually commence to Executive, then such election change shall not be effective until one (1) year from the date the election change is made, and Benefit payments scheduled to be made during such one (1) year period shall be paid on schedule. If Executive does not elect a Benefit commencement date prior to his termination of employment with the Company, he shall be deemed to have elected to begin receiving Benefit payments on the first day of the month following the month in which his employment with the Company terminates.

3.2Non-Grandfathered Amount. If and to the extent necessary to avoid the imposition of additional tax under Section 409A of the Code, payment of any Non-Grandfathered Amount of the Benefit shall be made in a lump sum on the date that is six (6) months following the date on which Executive’s termination of employment with the Company occurs.

Notwithstanding the foregoing, Executive may, upon executing this Agreement or thereafter, by notice to the Company, elect such later date upon which payment of any Non-Grandfathered Amount of the Benefit shall commence following termination of his employment or change such election of a Benefit payment commencement date, provided that (i) such election may not be made less than twelve (12) months prior to the date payment of the Benefit is scheduled to commence, and (ii) the new Benefit payment commencement date is at least five (5) years following the date payment of the Benefit otherwise would have commenced.

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ARTICLE 4

Form of Benefit Payment

4.1Executive shall, upon executing this Agreement or thereafter, elect the form in which his Benefit shall be distributed. Such election of a distribution form shall be irrevocable; provided, however, that Executive may change his election of a distribution form if such election is made no later than one (1) year prior to the date that Benefit payments actually commence to Executive; provided further, however, that with respect to any Non-Grandfathered Amount of the Benefit, Executive may change his election of a distribution form only if the new form results in the commencement of Benefit payments at least five (5) years following the date such payments otherwise would have commenced. Subject to the foregoing sentence, if Executive elects a change in the distribution form of his Benefit and such election is made less than one (1) year prior to the date that Benefit payments actually commence, then such election change shall be ineffective, and the Benefit shall be distributed according to Executive’s immediately prior election. If Executive does not elect a distribution form prior to becoming eligible to receive a Benefit under this Agreement, he shall be deemed to have elected the lump sum Benefit pursuant to Section 4.2(b)(ii).

4.2Executive may elect a distribution form for his Benefit from among the following forms:

(a)The normal form of Benefit is a life annuity with a ten (10) year term certain. This form of Benefit shall be paid in equal monthly installments for the longer of the life of Executive or ten (10) years.

(b)The following optional forms of Benefit shall each be calculated to be the Actuarial Equivalent of the normal form of Benefit:

(i)A joint and survivor annuity shall be paid in equal monthly installments for the life of Executive, and after Executive’s death, a fifty percent (50%) continuation of such installments shall be paid to Executive’s Beneficiary for the life of such Beneficiary.

(ii)A single lump sum payment to Executive or Executive’s Beneficiary.

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ARTICLE 5

Death of Executive

5.1If Executive should die prior to the commencement of Benefit payments, Executive’s Beneficiary shall be entitled to receive a death benefit in the form of a single lump sum equal to the value of the lump sum Benefit Executive would have received pursuant to Section 4.2(b)(ii) above if he had terminated his employment with the Company on the day before his death and had received such Benefit on such day. The foregoing death benefit shall be paid within thirty (30) days following Executive’s death.

5.2If Executive should die after commencing to receive Benefit payments in the form of a life annuity with a ten (10) year term certain, Executive’s Beneficiary shall be entitled to receive a death benefit equal to the value of the remaining ten (10) year term certain payments. Such Benefit will be paid in monthly installments for the remainder of the ten (10) year life term; provided, however, that if the Beneficiary is Executive’s estate, the Actuarial Equivalent of the Grandfathered Amount of the Benefit shall be paid in the form of a single lump sum. The foregoing death benefit shall be paid, or commence to be paid, within thirty (30) days following Executive’s death.

ARTICLE 6

Post-Retirement Health Insurance Coverage

6.1During the eighteen (18) month period commencing upon Executive’s termination of employment with the Company for any reason, including his death, Executive (and, where applicable, his dependents) shall be entitled, at the Company’s expense, to continue participation in the insurance programs maintained by the Company, including life, disability and health (including dental, vision and EAP) insurance programs, as if he were still an employee of the Company. Where applicable, Executive’s salary shall be deemed to be equal to the Base Compensation (as defined in Section 8.8 below) as in effect immediately prior to his termination of employment. During Executive’s life, such coverage shall be extended to Executive and his dependents who qualify as such under the terms of the Company’s health insurance programs. Following Executive’s death, such coverage shall continue to be available to Executive’s surviving spouse, at the Company’s expense, during such eighteen (18) month period. To the extent the Company finds it impossible to cover Executive or his surviving spouse or dependents under its group insurance policies during such eighteen (18) month period, the Company shall provide Executive with the same level of coverage under individual policies at the same cost to Executive. The foregoing coverage shall satisfy the obligations of the Company and its heath insurance programs under the Comprehensive Omnibus Reconciliation Act of 1985, as amended (“COBRA”) and any analogous state laws, and Executive shall make any elections requested by the Company to evidence such fact.

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6.2Following the expiration of the extended period of Company-paid health insurance coverage provided for in Section 6.1 above, Executive shall be entitled, at his expense but at the Company’s group rates, to continue participation in the health insurance programs maintained by the Company, including life, disability and health (including vision, dental and EAP) insurance programs, as if he were still an employee of the Company, and primary to any Medicare coverage that might be available. During Executive’s life, such coverage shall be extended to Executive and his dependents who qualify as such under the terms of the Company’s health insurance programs. Following Executive’s death, such coverage shall continue to be available to Executive’s surviving spouse, at her expense but at the Company’s group rates, for her lifetime. To the extent that the Company finds it impossible to cover Executive or his surviving spouse or dependents under its group insurance policies, the Company shall arrange for Executive or his surviving spouse, at their expense but at a rate equivalent to the Company’s group rates, to be provided with an individual policy providing substantially the same level of coverage as the Company’s health insurance programs.

ARTICLE 7

Funding

7.1Benefits payable under this Agreement shall be “unfunded,” as that term is used in Sections 201(2), 301(a)(3), 401(a)(1) and 4021(a)(6) of ERISA with respect to unfunded plans maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees, and the Company shall administer this Agreement in a manner that will ensure that benefits are unfunded and that Executive will not be considered to have received a taxable economic benefit prior to the time at which benefits are actually payable hereunder. Accordingly, the Company shall not be required to segregate or earmark any of its assets for the benefit of Executive or his spouse or other Beneficiary, and each such person shall have only a contractual right against the Company for benefits hereunder. The rights and interests of Executive under this Agreement shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance by Executive or any person claiming under or through Executive, nor shall they be subject to the debts, contracts, liabilities or torts of Executive or anyone else prior to payment.

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7.2In satisfaction of the prior agreement between Executive and the Company to defer the obligation of the Company to establish a grantor (“rabbi”) trust following a Change in Control (as defined in the Prior SERP), and notwithstanding the foregoing Section 7.1, the Company shall, within fifteen (15) days of the earliest to occur of (i) receiving a written request therefor from Executive and (ii) the termination of Executive’s employment with the Company for any reason, including the death of Executive, establish a grantor (“rabbi”) trust, substantially in the form attached hereto as Exhibit A (or such other form as the Company and Executive may agree), the assets of which shall be used exclusively and irrevocably to provide benefits to Executive pursuant to this Agreement (subject, however, to the claims of the general creditors of the Company); provided, however, that the establishment of such a trust will not render this Agreement other than “unfunded” (as that term is defined in Section 7.1). Upon the establishment of any such rabbi trust, and within sixty (60) days following the end of each of the Company’s fiscal years thereafter, the Company shall deposit in the trust an amount of cash or marketable securities (other than securities issued by the Company or any of its current or future affiliates) sufficient so that the total amount so deposited in the trust is equal in value to the lump sum payment that would be payable to Executive if on the date such trust is established, and on the last day of each of the Company’s fiscal years thereafter, Executive’s employment with the Company had terminated. Such amount shall be computed based on the thirty (30) year treasury bill rate as of the date such lump sum payment would have been payable.

ARTICLE 8

Definitions

For purposes of this Agreement, the following terms are defined as follows:

8.1“Actuarial Equivalent”shall mean a form of Benefit (including a lump sum payment) differing in time or manner of payment from the normal form of Benefit set forth in Section 4.2(a) but having the same present value when computed using the following actuarial assumptions:

Mortality Table: the table specified in Section 417(e)(3)(A)(ii)(I) of the Code.

Interest Rate: the annual rate of interest on 30-year Treasury securities for the month preceding the date Benefit payments commence.

However, for purposes of clause (b) of the final sentence of Article 2, only the Interest Rate (and not the Mortality Table) shall apply.

8.2“Board” shall mean the Board of Directors of URS Corporation or of a successor to URS Corporation, as described in Section 11.9.

8.3“Beneficiary” shall mean the beneficiary designated by Executive to receive benefits under this Agreement after Executive’s death. If Executive designates no Beneficiary, or if the designated Beneficiary does not survive Executive, the Beneficiary shall be Executive’s surviving spouse or, if none, Executive’s estate.

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8.4“Change in Control” shall mean the occurrence of any of the following events after the date of this Agreement:

(a)A change in control 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”);

(b)A change in the composition of the Board as a result of which fewer than two-thirds (2/3) of the incumbent directors are directors who either (i) had been directors of the Company twenty-four (24) months prior to such change or (ii) 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 (the directors described in clauses (i) and (ii) above being referred to as “Incumbent Directors”); or

(c)Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) through the acquisition or aggregation of securities is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing twenty percent (20%) 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:

(i)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;

(ii)The beneficial ownership by Blum Capital Partners, L.P. and any person “affiliated” (within the meaning of the Exchange Act) with Blum Capital Partners, L.P. (collectively, “Blum”) of the Base Capital Stock shall not constitute a Change in Control unless and until Blum, either alone or as a member of a group that constitutes a “person” (as defined above), beneficially owns an aggregate of over twenty-five percent (25%) of the Base Capital Stock; and

(iii)The beneficial ownership by TCG Holdings, L.L.C. and any person “affiliated” with TCG Holdings, L.L.C. (collectively, “TCG”) of the Base Capital Stock shall not constitute a Change in Control unless and until TCG, either alone or as a member of a group that constitutes a “person” (as defined above), beneficially owns an aggregate of over twenty-five percent (25%) of the Base Capital Stock.

8.5“Code” shall mean the Internal Revenue Code of 1986, as amended.

8.6“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

8.7“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

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8.8“Final Average Compensation” shall mean the sum of (a) the average Base Compensation actually earned by Executive during the thirty-six (36) consecutive calendar months during the final sixty (60) calendar months of Executive’s employment with the Company in which such average Base Compensation was highest, but in no event higher than $950,000, plus (b) the amount of such average Base Compensation multiplied by the average Annual Target Bonus (not actual bonus paid), or, if applicable, Target Bonus percentage (not actual bonus paid), in effect during the same thirty-six (36) month period, but in no event higher than 120%. For purposes of this definition, “Base Compensation” and “Annual Target Bonus” have the meanings defined in the Employment Agreement between the Company and Executive originally dated December 16, 1991, as subsequently amended, and as restated in its entirety effective September 5, 2003, and as amended by the First Amendment dated December 7, 2006, as the same may be further amended or restated subsequent to the date of this Agreement (the “Employment Agreement”), and “Target Bonus” has the meaning defined in the Employment Agreement prior to its restatement. For purposes of calculating Final Average Compensation under this Agreement, the Annual Target Bonus (and Target Bonus percentage, if applicable) as in effect on the last day of each of the Company’s fiscal years shall be deemed to have been in effect during each calendar month of such year, regardless of any increase in the Annual Target Bonus (or Target Bonus percentage) during such year.

8.9“Potential Change in Control” shall mean the occurrence of any of the following after the Effective Date:

(a)an event described in Section 8.4(iii), but substituting “ten percent (10%)” for “twenty percent (20%),” without the approval of a majority of the Incumbent Directors;

(b)the institution by any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of a tender offer to acquire ten percent (10%) or more of the combined voting power of the Company’s Base Capital Stock without the approval of a majority of the Incumbent Directors prior to or within twenty (20) business days following such offer; or

(c)a public announcement or receipt by the Board of a proposal of any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) or group of persons to merge into, combine with or acquire all or substantially all of the assets or business of the Company without the approval of a majority of the Incumbent Directors within twenty (20) business days following such public announcement or receipt.

ARTICLE 9

Administration and Operation of the Agreement

The Company shall have the authority to control and manage the operation and administration of this Agreement. The Company has the sole discretion to make such rules, regulations, and interpretations of this Agreement and to make such computations and shall take such other actions to administer this Agreement as it may deem appropriate in its sole discretion. Such rules, regulations, interpretations, computations, and other actions shall be conclusive and binding upon all persons. The Company may engage the services of such persons or organizations to render advice or perform services with respect to its responsibilities under this Agreement as it shall determine to be necessary or appropriate. Such persons or organizations may include (without limitation) actuaries, attorneys, accountants and consultants.

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ARTICLE 10

Claims, Inquiries and Appeals

10.1Applications for Benefits and Inquiries. Applications for benefits shall be in writing, signed and submitted to the Company at its primary office location.

10.2Claims Procedure. The Company and Executive agree that all disputes regarding benefits under this Agreement shall be resolved in accordance with a reasonable claims procedure complying with 29 CFR §2560.503-1, as such regulations of the United States Department of Labor may from time to time be amended. For purposes of such a procedure, any denied claim shall be subject to review by the Compensation Committee of the Board.

10.3Exhaustion of Remedies. No legal action for benefits under this Agreement may be brought until Executive or other claimant has pursued a resolution of the benefits claim in accordance with Section 10.2.

ARTICLE 11

General Provisions

11.1Employment Status. This Agreement does not constitute a contract of employment or impose upon Executive any obligation to remain as an employee, nor does it impose on the Company any obligation (i) to retain Executive as an employee, (ii) to change the status of Executive as an at-will employee, or (iii) to change the Company’s policies regarding termination of employment.

11.2Notices. Any notices provided hereunder must be in writing, and such notices or any other written communication shall be deemed effective upon the earlier of personal delivery (including personal delivery by facsimile) or the third day after mailing by first class mail, to the Company at its primary office location and to Executive at Executive’s address as listed in the Company’s payroll records. Any payments made by the Company to Executive under the terms of this Agreement shall be delivered to Executive either in person or at the address as listed in the Company’s payroll records.

11.3Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.

11.4Waiver. If either party should waive any breach of any provisions of this Agreement, he or it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

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11.5Complete Agreement. This Agreement and the Employment Agreement constitute the entire agreement between Executive and the Company and are the complete, final, and exclusive embodiment of their agreement with regard to the subject matter hereof and thereof, wholly amending, restating and superseding all written and oral agreements with respect to supplemental executive retirement benefits, including, without limitation, the Prior SERP. It is entered into without reliance on any promise or representation other than those expressly contained herein.

11.6Amendment Or Termination Of Agreement. This Agreement may be changed or terminated only upon the mutual written consent of the Company and Executive. The written consent of the Company to a change or termination of this Agreement must be signed by an executive officer of the Company after such change or termination has been approved by the Board.

11.7Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

11.8Headings. The headings of the Articles and Sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof or to affect the meaning thereof.

11.9Successors And Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and his Beneficiary, and the Company, and any surviving entity resulting from a Change in Control and upon any other person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company, and their respective successors, assigns, heirs, executors and administrators, without regard to whether or not such person actively assumes any rights or duties hereunder.

11.10Non-Alienation. No benefit under this Agreement may be anticipated, alienated, sold, transferred, assigned, pledged, encumbered or charged, and any attempt to do so will be void.

11.11Legal Construction. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of California, without regard to such state’s conflict of laws rules, to the extent that such laws are not preempted by ERISA.

11.12Non-Publication. The parties mutually agree not to disclose publicly the terms of this Agreement except to their respective advisors (e.g., attorneys, accountants) or to the extent that disclosure is mandated by applicable law.

11.13Other Documents. In the event of a conflict between the text of this Agreement and any summary, description or other information regarding this Agreement, the text of this Agreement shall control.

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In Witness Whereof, the parties have executed this Agreement on the Effective Date written above.

/s/ Martin Koffel

Martin Koffel

	URS CORPORATION
Date: December 7, 2006	By:	/s/ Joseph Masters
		Joseph Masters
		Vice President and General Counsel

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Exhibit A

FORM OF TRUST AGREEMENT

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EX-10.4

Exhibit 10.4

URS Corporation

Restricted Stock Award

Grant Notice

(1999 Equity Incentive Plan)

URS Corporation (the “Company”), pursuant to its 1999 Incentive Equity Plan (the “Plan”), hereby grants to Participant the right to receive the number of shares of the Company’s Common Stock set forth below (“Award”). This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement and the Plan, each of which are attached hereto and incorporated herein in their entirety. Defined terms not explicitly defined in this Grant Notice but defined in the Plan shall have the same definitions as in the Plan.

Participant:Martin M. Koffel

Date of Grant:December 7, 2006

Vesting Commencement Date:December 7, 2006

Number of Shares Subject to Award:300,000

Participant’s Social Security Number:on file

Fair Market Value Per Share:$ 44.05

Vesting Schedule: One-half (½) of the shares subject to the Award shall vest as set forth in (a) below and the remaining one-half (½) of the shares subject to the Award shall vest as set forth in (b) below:

(a) Time-based vesting: 50,000 of the shares subject to the Award shall vest on each of May 25, 2007, May 25, 2008 and May 25, 2009, provided that Participant’s Continuous Service has not terminated prior to such vesting date.

(b) Time and performance-based vesting: 50,000 of the shares subject to the Award shall vest on each of May 25, 2007, May 25, 2008 and May 25, 2009, provided that (i) Participant’s Continuous Service has not terminated prior to such vesting date and (ii) the Company has met the net income goal for the fiscal year ending immediately preceding such vesting date, as established by the Board during the first quarter of such fiscal year, and as confirmed by the Compensation Committee after the audited financial results for such fiscal year have been prepared by the Company, in the Committee’s sole discretion acting pursuant to the terms of the Plan (including, but not limited to, Section 2(ee) regarding permissible adjustments in the method of calculating the attainment of Performance Goals).

Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Restricted Stock Award Agreement and the Plan. Participant further acknowledges that this Grant Notice, the Restricted Stock Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the award of Common Stock in the Company and supersede all prior oral and written agreements on that subject with the exception of awards previously granted and delivered to Participant under the Plan.

URS Corporation	Participant:
By: /s/ Joseph Masters	By:/s/ Martin M. Koffel
	Martin M. Koffel
Joseph Masters             Vice President and General Counsel
	Date: December 7, 2006

Attachments: Restricted Stock Award Agreement and 1999 Incentive Equity Plan

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Attachment I

RESTRICTED STOCK AWARD AGREEMENT

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URS Corporation

1999 Incentive Equity Plan

Restricted Stock Award Agreement

Pursuant to the Restricted Stock Award Grant Notice (“Grant Notice”) and this Restricted Stock Award Agreement (collectively, the “Award”) and in consideration of your past services, URS Corporation (the “Company”) has awarded you a restricted stock award under its 1999 Incentive Equity Plan (the “Plan”) for the number of shares of the Company’s Common Stock subject to the Award indicated in the Grant Notice. Except where indicated otherwise, defined terms not explicitly defined in this Restricted Stock Award Agreement but defined in the Plan shall have the same definitions as in the Plan.

The details of your Award are as follows:

1.Vesting. Subject to the limitations contained herein, your Award shall vest as provided in your Grant Notice, and any portion of your Award that does not vest due to either the termination of your Continuous Service or the failure to satisfy a Performance Goal shall be canceled. Notwithstanding the foregoing, your Award shall become vested in its entirety either (i) in the circumstances providing for accelerated vesting under the terms of your Employment Agreement, dated as of September 5, 2003, between you and URS Corporation, as amended by the First Amendment dated as of December 7, 2006, and as it may be amended subsequently from time to time (the “Employment Agreement”), while your Employment Agreement is in effect, or (ii) in the circumstances provided in Section 13(c) of the Plan. The shares subject to your Award will be held by the Company until your interest in such shares vests. As each portion of your interest in the shares vests, the Company shall issue you a stock certificate covering such vested shares.

2.Number of Shares. The number of shares subject to your Award may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan.

3.Payment. This Award was granted in consideration of your past services to the Company and its Affiliates. Subject to Section 10 below, you will not be required to make any payment to the Company with respect to your receipt of the Award or the vesting thereof.

4.Securities Law Compliance. You will not be issued any shares of Common Stock under your Award unless either (a) such shares are then registered under the Securities Act or (b) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you will not receive such shares if the Company determines that such receipt would not be in material compliance with such laws and regulations.

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5.Transfer Restrictions. Prior to the time that they have vested, you may not transfer, pledge, sell or otherwise dispose of the shares of Common Stock subject to the Award. For example, you may not use shares subject to the Award that have not vested as security for a loan. This restriction on the transfer of shares will lapse with respect to vested shares when such shares vest. Notwithstanding the foregoing, you may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of your death, shall thereafter be entitled to receive vested shares as of the date of your death.

6.Termination of Continuous Service.

(a)Except as may be provided in your Employment Agreement and subject to Section 1 hereof, in the event your Continuous Service terminates for reasons other than your death or Disability (as that term is defined in your Employment Agreement), you will be credited with the vesting that has accrued under your Award as of the date of your termination of Continuous Service. Except as may be provided in your Employment Agreement and subject to Section 1 hereof, you will accrue no additional vesting of your Award following your termination of Continuous Service. To the extent your Award is not vested on the date of your termination, it shall automatically lapse on such date.

(b)In the event your Continuous Service terminates due to your death, the Award automatically shall become vested in full as of the date of your death and your rights under the Award shall pass by will or the laws of descent and distribution; provided, however, that you may designate a beneficiary to receive your vested shares as set forth in Section 5 hereof.

(c)In the event your Continuous Service terminates due to your Disability (as that term is defined in your Employment Agreement), the Award automatically shall become vested in full as of the date of your termination of Continuous Service.

7.Restrictive Legends. The shares issued under your Award shall be endorsed with appropriate legends determined by the Company as applicable.

8.Rights as a Stockholder. You shall exercise all rights and privileges of a stockholder of the Company with respect to the shares subject to your Award. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be paid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested.

9.Award not a Service Contract. Your Award is not an employment or service contract, and nothing in your Award shall be deemed to (i) alter the terms of your Employment Agreement or (ii) create in any way whatsoever any obligation on your part to continue in the employ of the Company or any Affiliate thereof, or on the part of the Company or any Affiliate thereof to continue your employment or service. In addition, nothing in your Award shall obligate the Company or any Affiliate thereof, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as a director or consultant for the Company or any Affiliate thereof.

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10.Withholding Obligations.

(a)At the time your Award is made, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate thereof, if any, which arise in connection with your Award. Such withholding obligations may be satisfied by your relinquishment of your right to receive a portion of the shares otherwise issuable to you pursuant to the Award; provided, however, that you shall not be authorized to relinquish your right to shares with a fair market value in excess of the amount required to satisfy the minimum amount of tax required to be withheld by law.

(b)Unless the tax withholding obligations of the Company and/or any Affiliate thereof are satisfied, the Company shall have no obligation to issue a certificate for such shares or release such shares from any escrow provided for herein.

11.Tax Consequences.The acquisition and vesting of the shares may have adverse tax consequences to you that may be mitigated by filing an election under Section 83(b) of the Code. Such election must be filed within thirty (30) days after the date of the grant of your Award. YOU ACKNOWLEDGE THAT IT IS YOUR OWN RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF YOU REQUEST THE COMPANY TO MAKE THE FILING ON YOUR BEHALF.

12.Notices. Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

13.Miscellaneous.

(a)The rights and obligations of the Company under your Award shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your rights and obligations under your Award may only be assigned with the prior written consent of the Company.

(b)You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

(c)You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.

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14.Governing Plan Document. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan shall control.

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Attachment II

1999 INCENTIVE EQUITY PLAN

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