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 13, 2011

URS Corporation

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

1-7567	94-1381538
(Commission File No.)	(IRS Employer Identification No.)

600 Montgomery Street, 26th 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.

On December 13, 2011, URS Corporation (“URS” or the “Company”) and Martin M. Koffel, the Chairman, Chief Executive Officer and President of URS, entered into the Third Amendment to Mr. Koffel’s Amended and Restated Employment Agreement (the “Amendment” and, together with the Amended and Restated Employment Agreement, the “Amended Agreement”).  The Amendment extended Mr. Koffel’s retirement date from June 1, 2012 to June 1, 2014, modified Mr. Koffel’s cash compensation arrangements with the Company and approved a future award of restricted stock.  The Amendment also eliminated or modified certain provisions, including “tax gross-up” payments and “single-trigger” change-in-control severance provisions, which, at the time of entry into his original employment agreement in 2003, were considered to be prevailing market practice, but which the Company no longer views as being consistent with current market trends and best practices.  

The Amendment and the related restricted stock grant to Mr. Koffel were approved by the Company’s Board of Directors on December 13, 2011, on the recommendation of the Compensation Committee.  The Board of Directors and the Compensation Committee determined that extending Mr. Koffel’s retirement date and incentivizing him to continue to serve as the Company’s Chief Executive Officer beyond his currently scheduled retirement date in June of 2012 were in the best interests of the Company and its stockholders, as his experience and proven leadership skills remain critically important as the Company continues to execute its operational and growth strategies and integrate its recent acquisitions.  In addition, Mr. Koffel’s knowledge, perspective and executive mentoring abilities were deemed essential to the Board’s ongoing executive succession planning efforts, which contemplate the identification of Mr. Koffel’s successor as Chief Executive Officer and a smooth transition of responsibilities to that successor before Mr. Koffel’s extended retirement date in June 2014.

A description of the material terms of the Amendment and the restricted stock award is set forth below.  This description is qualified in its entirety by reference to the full text of the Amendment and related forms of Restricted Stock Award Grant Notice and Agreement, each filed as exhibits to this Form 8-K.

Modified Annual Cash Compensation Arrangements.  In connection with the extension of Mr. Koffel’s retirement date and as an incentive for his continued performance, commencing with the first day of fiscal 2012, Mr. Koffel’s annual base salary will be increased from $1 million to $1.1 million, and his target annual cash performance bonus (payable upon achievement of predefined financial performance targets established by the Compensation Committee at the beginning of the fiscal year) will be increased from 125% to 150% of his annual base salary.

New Equity Grant.  As of April 1, 2012, none of Mr. Koffel’s previous equity awards will be subject to further vesting.  To provide further retention and performance incentives over the term of his Amended Agreement, the Amendment provides that Mr. Koffel will be granted a restricted stock award of 200,000 shares of URS common stock under the Company’s 2008 Equity Incentive Plan on January 2, 2012, provided Mr. Koffel’s service with the Company continues through that date.  These restricted shares will vest as follows:

(1)

On each of May 1, 2013 and May 1, 2014, 50,000 shares of restricted stock will vest, provided in each case that Mr. Koffel’s continuous service with the Company has not terminated prior to the vesting date.  Vesting of any of these shares that remain unvested will accelerate, and the shares will vest in full, in the event of Mr. Koffel’s retirement, his death or disability, his termination by the Company without cause at any time, or his resignation for good reason within two years following a change in control of the Company (as such events are described in the Amended Agreement).

(2)

On each of May 1, 2013 and May 1, 2014, 50,000 shares of restricted stock will vest, provided in each case that Mr. Koffel’s continuous service with the Company has not terminated prior to the vesting date and the Company has met its net income goal for the preceding fiscal year, as established by the Compensation Committee during the first quarter of that fiscal year, and as confirmed by the Compensation Committee after the audited financial results for the fiscal year have been prepared by the Company.    Vesting of any of these shares that remain unvested (and have not been canceled due to failure to achieve the net income goal for the preceding fiscal year) will accelerate, and the shares will vest in full, in the event of Mr. Koffel’s termination by the Company without cause or his resignation for good reason within two years following a change in control of the Company, or his death or disability.  However, no accelerated vesting of these shares will occur in the event of Mr. Koffel’s retirement, or his termination by the Company without cause in the absence of a change in control.

Elimination of Tax Gross-ups. The Amendment eliminates prior provisions for tax gross-ups in connection with payment of all income and employment taxes on disability and life insurance reimbursement payments and for excise taxes on payments and benefits deemed to be “parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”).  The Amendment also provides that, in the event that any excise tax would otherwise be payable by Mr. Koffel on any “parachute payments,” then the amount of those parachute payments to Mr. Koffel may instead be reduced to eliminate or minimize any required excise tax payment in the manner specified, a provision known as a “best after tax provision.”

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Imposition of “Double Trigger” in Connection with Change-in-Control Severance Benefits.  The Amendment imposes additional conditions on Mr. Koffel’s eligibility to receive change-in-control severance benefits.  Prior to the Amendment, Mr. Koffel was eligible to receive specified severance benefits upon the occurrence of a “single trigger” event, that is, in the event of his departure from the Company for any reason within two years following a change in control of the Company.  The Amendment provides that these change-in-control severance benefits will now become payable to Mr. Koffel only in the event that within two years following a change in control he resigns for “good reason” (including material reductions in compensation, responsibility or authority) or his employment is terminated by the Company without “cause,” in each case as defined in the Amended Agreement.

Modified Severance Arrangements.  As consideration for the elimination of Mr. Koffel’s tax gross-up benefits and the imposition of the “double trigger” requirement for change-in-control severance benefits, the Amendment increases from $5 million to $6.75 million the cash amount payable to Mr. Koffel upon his retirement, resignation or termination without cause from the Company (not in connection with a change in control).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Third Amendment to the Amended and Restated Employment Agreement between Martin M. Koffel and URS Corporation, dated as of December 13, 2011.
10.2	Form of Restricted Stock Award Grant Notice and Agreement for Martin M. Koffel under the URS Corporation 2008 Equity Incentive Plan, to be dated January 2, 2012.

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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
Dated:  December 14, 2001	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall
		Vice President, Controller and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Third Amendment to the Amended and Restated Employment Agreement between Martin M. Koffel and URS Corporation, dated as of December 13, 2011.  FILED HEREWITH.
10.2	Form of Restricted Stock Award Grant Notice and Agreement for Martin M. Koffel under the URS Corporation 2008 Equity Incentive Plan, to be dated January 2, 2012.  FILED HEREWITH.

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EX-10.1

EXHIBIT 10.1

Third 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, which was amended by the First Amendment thereto effective December 7, 2006 and the Second Amendment thereto effective December 10, 2008 (as amended, the “Employment Agreement”); and

Whereas, the Employee and the Company wish to further amend the Employment Agreement to extend the term of employment and modify certain other provisions.

Now Therefore, the Employment Agreement is amended effective as of December 13, 2011 (the “Effective Date”), as follows:

A.           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 June 1, 2014, or such later date as the parties may mutually agree (the “Retirement Date”).”

B.           Under the terms of Section 3 of the Employment Agreement, commencing with the first day of the Company’s 2012 fiscal year, the Employee’s base salary shall be One Million One Hundred Thousand Dollars ($1,100,000), and the Employee’s target bonus percentage shall be one hundred fifty percent (150%).

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

“(b)           Equity Grant.  On January 2, 2012, provided the Employee’s continuous service with the Company has not terminated prior to such date, the Employee shall be granted 200,000 shares of restricted stock under the Company’s 2008 Equity Incentive Plan, such grant to provide for: (i) vesting 50,000 of the shares on each of May 1, 2013 and May 1, 2014, provided in each case that the Employee’s continuous service with the Company has not terminated prior to such vesting date; (ii) vesting 50,000 of the shares on each of May 1, 2013 and May 1, 2014, 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 for the fiscal year immediately preceding such vesting date, as such net income goal is established by the Compensation Committee 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; (iii) with respect to shares granted pursuant to Section 4(b)(i) above, accelerated vesting of all unvested shares in the event of a termination of employment pursuant to Section 6(a)(iv), (v) or (vi) below; (iv) with respect to shares granted pursuant to Section 4(b)(ii) above, accelerated vesting of all unvested shares in the event of a termination of employment pursuant to Section 6(a)(vi) below but no accelerated vesting of any such shares in the event of a termination of employment pursuant to Section 6(a)(iv) or (v) below; and (v) other terms consistent with the last form of restricted stock grant most recently approved by the Compensation Committee on May 25, 2011.”

D.           Section 4(d) of the Employment Agreement hereby is amended to eliminate the clause that reads as follows:

“, 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.”

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E.           Section 4(e) of the Employment Agreement hereby is amended to eliminate the clause that reads as follows:

“, together with an additional amount (the “Life Insurance Gross-Up Payment”) such that after payment by the Employee of all income and employment taxes on the Life Insurance Reimbursement Payment and the Life Insurance Gross-Up Payment, the Employee retains an amount equal to the Life Insurance Reimbursement Payment.”

F.           Section 4(f) of the Employment Agreement hereby is amended in its entirety to eliminate the references to “Life Insurance Gross-Up Payment” and “Disability Insurance Gross-Up Payment.”

G.           Section 6(a) of the Employment Agreement hereby is amended to replace clause (vi) as it appears therein with the following clause:

“(vi) within two (2) years following a Change in Control (as defined below) the resignation by the Employee for Good Reason (as defined below) or the termination of the Employee’s employment by the Company for any reason other than Cause; provided, that if any resignation or termination under clause (vi) occurs at any time that any of clauses (i) through (v) also apply, then the benefits and privileges associated with clause (vi) shall override such other provisions if and to the extent applicable to that resignation or termination.”

H.           Section 6(a)(2) of the Employment Agreement hereby is amended to replace the figure “five million dollars ($5,000,000)” with the figure “six million seven hundred fifty thousand dollars ($6,750,000).”

I.           Section 6 of the Employment Agreement hereby is amended to add subsection (d) to read as follows:

“(d)           Good Reason Definition.  For all purposes under this Agreement, the Employee shall have “Good Reason” for his resignation from employment with the Company if, without the Employee’s prior written consent, there is (i) a material reduction in the Employee’s Base Compensation or target bonus percentage; (ii) a material diminution in the Employee’s authority, duties, or responsibilities (which shall include, without limitation, (a) the Employee ceasing to be the chief executive officer, with all attendant authority and responsibilities, of the Company or any successor company through merger, reorganization or other restructuring; (b) the Company or any such successor Company ceasing to be a public company registered under the Securities Exchange of 1934, as amended; and (c) the Employee not being appointed or being removed as the chief executive officer, with all attendant responsibilities, of any other company that acquires a majority of the outstanding voting securities with the power to elect the board of directors of the Company or any such successor company); (iii) a material diminution in the budget over which the Employee retains authority; (iv) relocation of the Employee’s principal place of employment to a place that increases the Employee’s one-way commute by more than fifty (50) miles as compared to the Employee’s then-current principal place of employment immediately prior to such relocation; or (v) any other action or inaction that constitutes a material breach by the Company of the Employment Agreement; provided, that in order to resign for Good Reason, the Employee must (1) provide written notice to the Company’s General Counsel within ninety (90) days after the first occurrence of the event giving rise to Good Reason setting forth the basis for the Employee’s resignation, (2) allow the Company at least thirty (30) days from receipt of such written notice to cure such event, and (3) if such event is not reasonably cured within such period, the Employee’s resignation from all positions he then holds with the Company is effective not later than ninety (90) days after the expiration of the cure period.”

J.           Section 7(b) of the Employment Agreement hereby is amended by eliminating the phrase “clause (vi) of.”

K.           Section 8 of the Employment Agreement hereby is amended in its entirety to read as follows:

“8.          Parachute 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) (collectively, the “Payment”) would (i) constitute a “parachute payment” within the meaning of

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Section 280G of the Code and the rules and regulations thereunder and, (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount.  The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.  If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount,  reduction shall be made in the following manner:  first a pro rata reduction of (i) cash payments subject to Section 409A of the Code as deferred compensation and (ii) cash payments not subject to Section 409A of the Code, and second a pro rata cancellation of (i) equity-based compensation subject to Section 409A of the Code as deferred compensation and (ii) equity-based compensation not subject to Section 409A of the Code.  Reduction in either cash payments or equity compensation benefits shall be made prorata between and among benefits which are subject to Section 409A of the Code and benefits which are exempt from Section 409A of the Code.   Determination of whether the Payment would result in the application of the Excise Tax, and the amount of any reduction that is necessary so that the Payment equals the Reduced Amount shall be made, at the Company’s expense, by the independent accounting or other professional services firm employed by the Company prior to the date on which the Employee’s right to any Payment is triggered (if requested at that time by the Employee or the Company) or such other time as reasonably requested by the Employee or the Company.”

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

In Witness Whereof, each of the parties has executed this Third Amendment to the Employment Agreement, as of the Effective Date.

Martin M. Koffel

/s/ Martin M. Koffel

URS Corporation,

a Delaware corporation

/s/ Joseph Masters

Joseph Masters

Vice President and General Counsel

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EX-10.2

EXHIBIT 10.2

URS Corporation

Restricted Stock Award

Grant Notice

(2008 Equity Incentive Plan)

URS Corporation (the “Company”), pursuant to its 2008 Equity Incentive 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:	January 2, 2012
Vesting Commencement Date:	January 2, 2012
Number of Shares Subject to Award:	200,000 shares

Vesting Schedule: The shares subject to the Award shall vest as set forth below:

(a) Time-based vesting: 25% of the shares subject to the Award shall vest on each of May 1, 2013 and May 1, 2014, provided in each case that Participant’s Continuous Service has not terminated prior to such vesting date.

(b) Time-and-performance-based vesting: 25% of the shares subject to the Award shall vest on each of May 1, 2013 and May 1, 2014, provided in each case 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 immediately preceding such vesting date, as such net income goal is established by the Compensation Committee of the Board of Directors (“the Committee”) during the first quarter of such fiscal year, and as confirmed by the 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(hh) 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/	By:	/s/
	H. Thomas Hicks		Martin M. Koffel
	Vice President and Chief Financial Officer		Date:  January 2, 2012

Attachments: Restricted Stock Award Agreement and 2008 Equity Incentive Plan

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Attachment I

RESTRICTED STOCK AWARD AGREEMENT

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URS Corporation

2008 Equity Incentive 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 2008 Equity Incentive Plan (the “Plan”) for the number of shares of the Company’s Common Stock subject to the Award indicated in the Grant Notice.  This Restricted Stock Award Agreement shall be deemed to be agreed to by the Company and you upon your execution of the Grant Notice to which it is attached.  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.  If the Company does not meet the Performance Goal for the fiscal year immediately preceding a vesting date, then the portions of any and all Restricted Stock Awards subject to time-and-performance-based vesting held by you otherwise scheduled to vest on such vesting date, including but not limited to such portion of this Restricted Stock Award, shall be cancelled in accordance with the terms and conditions set forth in the relevant Award and the Plan; provided, however, that, for purposes of calculating whether the Performance Goal for a specific fiscal year has been satisfied, any reversal of accrued compensation charges under generally accepted accounting principles for the relevant fiscal year as a result of the cancellation of any unvested stock awards due to the Company’s failure to meet the Performance Goal for that fiscal year shall be disregarded.  Notwithstanding the foregoing, any unvested shares subject to your Award shall become vested in their entirety either (i) in the circumstances providing for accelerated vesting under the terms of your written Employment Agreement, dated as of September 5, 2003, with URS Corporation, as amended by the First Amendment dated December 7, 2006, the Second Amendment Dated December 10, 2008 and the Third Amendment Dated December 13, 2011 and as it may be further amended from time to time (the “Employment Agreement”), while your Employment Agreement is in effect, or (ii) in the circumstances provided in Section 14(c) of the Plan with respect to a Change in Control occurring after the Date of Grant provided, however, that with respect to the portion of your Award that is subject to both time and performance-based vesting (as indicated in the Grant Notice), no such acceleration shall occur in the event of a termination of your employment pursuant to clause (a)(iv) or (a)(v) of Section 6 of your Employment Agreement.  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 to you appropriate evidence representing such vested shares, either in the form of one or more stock certificates or as uncertificated shares in electronic form, or in any combination of the foregoing.

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.

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

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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 or the Plan, as applicable), 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 or the Plan, as applicable), 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 and other distributions 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; provided, however, that any such dividends or distributions will be withheld unless and until the underlying shares vest and will be subject to the same forfeiture restrictions and restrictions on transferability as apply to the shares of Common Stock subject to your Award.

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.

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 any stock certificates or uncertificated shares for such shares or release such shares from any escrow provided for herein.

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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.  Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by electronic means or to request your consent to participate in the Plan by electronic means.  You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by 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.

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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