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): March 27, 2013

URS Corporation

(Exact name of registrant as specified in its charter)

1-7567 (Commission File No.)
Delaware (State or other jurisdiction of incorporation)	94-1381538 (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):

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

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

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

o 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.

Adoption of 2013 Performance Metrics and Target Bonuses

On March 27, 2013, the Compensation Committee of the Board of Directors (the “Committee”) of URS Corporation (the “Company”) established the target bonuses and financial performance metrics for the Company’s executive officers under the Company’s Restated Incentive Compensation Plan (the “Plan”) for fiscal year 2013.  Pursuant to the Plan, executive officers and other specified employees are eligible to earn annual cash bonuses based on financial performance metrics that are defined in the Plan and established annually by the Committee.  At or near the beginning of each fiscal year, each executive officer is assigned a “Target Bonus,” expressed as a percentage of his or her base salary, and then becomes eligible to earn a bonus based on the extent to which the financial results meet, exceed or fall short of the executive officer’s predefined financial performance targets for that fiscal year.  The Plan also gives the Committee the authority and responsibility to adjust the Company’s actual GAAP financial results to take into account the objectively determinable impact of unexpected material events for purposes of determining the extent to which performance targets were satisfied.  Meeting a minimum corporate net income threshold, as defined in the Plan, is a prerequisite for each executive officer to earn a bonus, and meeting a minimum division operating income threshold, as defined in the Plan, is a prerequisite for each executive officer whose performance targets are measured by division performance to earn a bonus from the bonus pool of that division.  

With respect to the Company’s executive officers, the Committee established the following financial performance metrics and weighting and confirmed the Target Bonuses under the Plan for fiscal year 2013:

Executive Officer	2013 Performance Metrics and Weighting	2013 Target Bonus as a % of Annual Base Salary
Martin M. Koffel	Corporate Net Income – 100%		150	%
Thomas W. Bishop	Corporate Net Income – 25% Infrastructure & Environment Division Operating Income – 25% Infrastructure & Environment – Europe, Middle East and India Division Operating Income – 50%		75	%
Reed N. Brimhall	Corporate Net Income – 100%		75	%
H. Thomas Hicks	Corporate Net Income – 100%		100	%
Gary V. Jandegian	Infrastructure & Environment Division Operating Income – 75% Corporate Net Income – 25%		100	%
Susan B. Kilgannon	Corporate Net Income – 100%		45	%
W. J. (Bill) Lingard	Oil & Gas Division Operating Income – 75% Corporate Net Income – 25%		100	%
Joseph Masters	Corporate Net Income – 100%		75	%
Randall A. Wotring	Federal Services Division Operating Income – 75% Corporate Net Income – 25%		100	%
Robert W. Zaist	Energy & Construction Division Operating Income – 75% Corporate Net Income – 25%		100	%

The foregoing description is qualified in its entirety by reference to the URS Corporation Restated Incentive Compensation Plan 2013 Plan Year Summary filed as Exhibit 10.1 to this Form 8-K.

Adoption of Long-Term Incentive Plan

On March 27, 2013, the Committee approved the adoption of a new Long-Term Incentive Plan (“LTIP”) under the Company’s 2008 Equity Incentive Plan (the “2008 Plan”), providing for the grant of equity awards to its executive

officers and other specified employees.  Recipients of grants under the LTIP will receive restricted stock unit awards (“RSUs”), with half of each award consisting of time-based RSUs and the other half consisting of time- and performance-based RSUs.  The time-based RSUs will vest in equal annual tranches over three years from the date of grant.  The time- and performance-based RSUs will vest at the end of a three-year vesting period based on dual performance criteria:  the extent to which the Company achieves (i) a net income target measured on a cumulative basis over a two-year performance period for the fiscal year of the date of grant and the next fiscal year, and (ii) a relative total shareholder return (“TSR”) target, based on meeting or exceeding the TSR of the Russell 3000 index, measured over a three-year performance period for the three fiscal years immediately preceding the vesting date.  The time- and performance-based RSUs will permit recipients to earn share levels up to 200% of target based on exceptional financial (net income) performance; however, share payouts may not exceed 100% of target unless the relative TSR equals or exceeds the comparative composite index.  Recipients may receive shares below target if financial performance falls short of the net income target but still exceeds a minimum threshold.

In connection with the approval of the LTIP, and to provide incentive during the extended vesting period of the LTIP awards, on March 27, 2013, the Committee also approved certain transition equity awards under the 2008 Plan.  The transition equity awards will be grants of RSUs subject to time-based vesting only, and will vest over a two-year period, with one-third of the award vesting after the first year and the remaining two-thirds of the award vesting after the second year.

With respect to the Company’s executive officers, on March 27, 2013, the Committee approved the following transition equity awards and annual equity awards pursuant to the LTIP for fiscal year 2013:

Executive Officer	Time-Based RSUs		Time- and Performance-Based RSUs		Transition RSUs
Thomas W. Bishop		7,500		7,500		3,750
Reed N. Brimhall		5,000		5,000		2,500
H. Thomas Hicks		12,500		12,500		6,250
Gary V. Jandegian		12,500		12,500		6,250
Susan B. Kilgannon		4,500		4,500		2,250
W. J. (Bill) Lingard		12,500		12,500		6,250
Joseph Masters		9,000		9,000		4,500
Randall A. Wotring		12,500		12,500		6,250
Robert W. Zaist		12,500		12,500		6,250

The foregoing description is qualified in its entirety by reference to the forms of Restricted Stock Unit Award Grant Notice and Agreement filed as Exhibits 10.2 through 10.7 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Description
10.1	URS Corporation Restated Incentive Compensation Plan 2013 Plan Year Summary.
10.2	Form of 2008 Equity Incentive Plan Restricted Stock Unit Award Grant Notice and Agreement – Time-Based Vesting.
10.3	Form of 2008 Equity Incentive Plan Restricted Stock Unit Award Grant Notice and Agreement – Time-Based Vesting (Canadian Residents).
10.4	Form of 2008 Equity Incentive Plan Restricted Stock Unit Award Grant Notice and Agreement – Time- and Performance-Based Vesting.
10.5	Form of 2008 Equity Incentive Plan Restricted Stock Unit Award Grant Notice and Agreement – Time- and Performance-Based Vesting (Canadian Residents).
10.6	Form of 2008 Equity Incentive Plan Restricted Stock Unit Award Grant Notice and Agreement – Transition Award.
10.7	Form of 2008 Equity Incentive Plan Restricted Stock Unit Award Grant Notice and Agreement – Transition Award (Canadian Residents).

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: April 2, 2013	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall
		Vice President and Chief Accounting Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	URS Corporation Restated Incentive Compensation Plan 2013 Plan Year Summary
10.2	Form of 2008 Equity Incentive Plan Restricted Stock Unit Award Grant Notice and Agreement – Time-Based Vesting
10.3	Form of 2008 Equity Incentive Plan Restricted Stock Unit Award Grant Notice and Agreement – Time-Based Vesting (Canadian Residents)
10.4	Form of 2008 Equity Incentive Plan Restricted Stock Unit Award Grant Notice and Agreement – Time- and Performance-Based Vesting
10.5	Form of 2008 Equity Incentive Plan Restricted Stock Unit Award Grant Notice and Agreement – Time- and Performance-Based Vesting (Canadian Residents)
10.6	Form of 2008 Equity Incentive Plan Restricted Stock Unit Award Grant Notice and Agreement – Transition Award
10.7	Form of 2008 Equity Incentive Plan Restricted Stock Unit Award Grant Notice and Agreement – Transition Award (Canadian Residents)

EX-10.1

EXHIBIT 10.1

URS CORPORATION

Restated Incentive Compensation Plan

2013 Plan Year Summary

I.   Plan Objectives

The URS Corporation Restated Incentive Compensation Plan (the “Plan”) is intended to provide rewards to individuals who make a significant contribution to the financial performance of URS Corporation and its Infrastructure & Environment, Federal Services, Energy & Construction and Oil & Gas Divisions (collectively, the “Company”) during each fiscal year (a “Plan Year”).  Among other things, the Plan is intended to:

·   Help key employees to focus on achieving specific financial targets;

·   Reinforce teamwork;

·   Provide significant award potential for achieving outstanding performance; and

·   Enhance the Company’s ability to attract and retain highly talented and competent people.

This document is only a summary regarding the application of the Plan with respect to the 2013 Plan Year.  For complete information regarding the Plan (including defined terms not defined in this Summary document), participants should refer to the Plan document.  Each Award provided by the Plan constitutes a Performance Cash Award (as defined in the URS Corporation 2008 Equity Incentive Plan, as amended from time to time (the “EIP”)) and will be governed by the provisions of the EIP, the Plan, and any documents regarding the application of the Plan with respect to a particular Plan Year (including this summary).  In the event of any conflict between the provisions of the EIP, the Plan and any such documents, the provisions of the EIP will control.  In the event of any conflict between the provisions of the EIP, the Plan or any such documents and the provisions of a Designated Participant’s employment agreement, the provisions of the Designated Participant’s employment agreement will control.

II.   General Plan Description

A.   Eligibility

The Plan provides an opportunity for employees to earn cash Awards based on achievement of Company and individual Performance Goals during a Plan Year.  Eligible participants are classified in one of two categories:

1. “Designated Participants” are key employees who have the potential to significantly impact the Company’s success; or

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2. “Non-Designated Participants” are employees who demonstrate outstanding individual effort and results during the year.  Awards to this group of employees are paid from a discretionary bonus pool.

Except as noted in this paragraph, to be eligible to receive an Award under the Plan, participants must be employed by the Company at the end of the Plan Year.  However, if the employment of a Designated Participant is terminated prior to the end of a Plan Year due to the Designated Participant’s death, Disability or Retirement (as such terms are defined in the EIP), other than the Retirement of a Covered Employee (as defined in the Plan), the Designated Participant (or the Designated Participant’s heirs in the case of death) will be eligible to receive a pro-rata Award based on the time the Designated Participant was employed by the Company and the Performance Goals achieved.  If a Designated Participant’s employment is terminated for any other reason prior to the end of a Plan Year (whether voluntary or involuntary), the Designated Participant will not receive an Award.

New hires (employees who join the Company during a Plan Year after the Performance Goals for the Plan Year have been established) who are identified as Designated Participants must have at least three months of service and be employed by the Company at the end of the Plan Year to be eligible to receive a pro-rata Award based on the time the Designated Participant was employed by the Company and the Performance Goals achieved (except in the case of death, Disability or Retirement, as described above).  New hires who are Covered Employees are subject to certain additional requirements set forth in the Plan.  Notwithstanding the foregoing, the terms of a Designated Participant’s employment agreement will supersede the terms and conditions of the Plan.

Pursuant to the administrative authority provided to the Compensation Committee of the Board of Directors (the “Committee”) under the Plan, the Committee has determined that an employee who is identified as a Designated Participant for the Plan Year after the Performance Goals for the Plan Year have been established, but who joined the Company prior to the Plan Year, shall be treated as a new hire for purposes of the Plan and shall be subject to the requirements described above with respect to new hires.

B.   Performance Goals

Each Plan Year, the Committee establishes, or authorizes the establishment within specified parameters of, specific Performance Goals for the Company and for Designated Participants, including weightings of the Performance Goals, by the business unit or units in which the Designated Participant is expected to have the most direct impact.  The Performance Goals may be based on any one of, or combination of, or any ratio between two or more of the Performance Criteria set forth in the Plan, as they may be specifically defined by the Committee for each Plan Year.

In addition, the Committee shall make appropriate adjustments in the method of calculating the attainment of Performance Goals for the Plan Year, as authorized under the EIP and set forth in the Plan.

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C.   Target Bonus Pool

Each Plan Year, the Committee identifies a Target Bonus Pool as part of the Company’s financial planning process.  The Target Bonus Pool is the sum of all anticipated Awards for Designated Participants and Non-Designated Participants, and is further subdivided into Target Bonus Pools for the corporate-level participants, for the participants in each of the Company’s Divisions, and further for the participants in each business unit(s) for which Performance Goals are established.  The Actual Bonus Pool may be greater or less than the Target Bonus Pool depending on the Company’s actual performance relative to the Performance Goals established for a Plan Year.

D.   Target Award Percentage

Each Plan Year, the Committee assigns to, or authorizes the assignment to, each Designated Participant a Target Award Percentage, expressed as a percentage of Base Salary, based on his or her anticipated contributions to the Company.

III.   2013 Plan Year

A.   Performance Criteria Definitions

The Committee selected and defined Performance Criteria as follows for the 2013 Plan Year for application to the Company-wide and Division Performance Goals and the Performance Goals established for the Section 16 Officers (as defined in the Plan):

1. Net Income.  “Net Income” shall mean the consolidated net income of the Company for the 2013 fiscal year as determined under generally accepted accounting principles, as adjusted for any other material and objectively determinable impacts of the items specified in the Plan that were not reflected in the 2013 financial plan approved by the Board.  Net Income will be calculated after all bonuses are accrued and assumed to have been paid in full.

2. Operating Income.  “Operating Income” shall mean the operating income of the Division or other business unit(s) for which a Designated Participant has accountability as determined under generally accepted accounting principles, as adjusted to exclude the pre-tax impacts of any non-controlling minority interests, and as also adjusted for any material and objectively determinable impacts of the items specified in the Plan that were not reflected in the 2013 financial plan approved by the Board.  Operating Income for a Division or other business unit will be calculated after all bonuses measured by the performance of that Division or unit are accrued and assumed to have been paid in full.

The Committee also selected and defined additional Performance Criteria for the 2013 Plan Year for application to, in addition to or in lieu of the Performance Criteria specified above, the Performance Goals established for Designated Participants other than the Section 16 Officers, including the following:

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3. Average Day Sales Outstanding. “Average Day Sales Outstanding” shall mean the average of the twelve (12) months of Day Sales Outstanding.  “Day Sales Outstanding” or “DSOs” shall mean ninety (90) multiplied by a fraction, the numerator of which is the sum of billed accounts receivable plus unbilled accounts receivable minus billings in excess of cost, and the denominator of which is the sum of the last three (3) months of revenues, with respect to the business unit(s) for which a Designated Participant has accountability.  DSOs shall be calculated monthly.

4. Working Capital Days Outstanding (WCDO).  “Working Capital Days Outstanding” or “WCDO” shall mean the average of the four quarterly WCDOs with respect to the business unit(s) for which a Designated Participant has accountability. The quarterly WCDOs shall be calculated by dividing the average Working Capital of the business unit(s) for the quarter (the sum of the Working Capital of the business unit(s) at the end of each of the three months during the quarter divided by 3) by the annualized daily Revenue for the business unit(s) (Revenue for the business unit(s) during the quarter times 4 divided by 365).  Working Capital is defined as current assets (excluding foreign cash, corporate unrestricted cash and deferred taxes) less current liabilities (excluding costs to complete, deferred taxes and the restructuring reserve).

5. Revenues.  “Revenues” shall mean the consolidated revenue of the Company, or of the relevant business unit(s) for which a Designated Participant has accountability, as determined under generally accepted accounting principles.

6. New Sales.  “New Sales” shall mean gross additions to backlog with respect to the business unit(s) for which a Designated Participant has accountability.

7. New Work Margin.  “New Work Margin” shall mean the margin target established by the relevant business unit(s) for which a Designated Participant has accountability for New Sales.  A volume hurdle will be established for those units using this criterion.  This criterion excludes small change orders and extensions on existing work.

8. Safety Record.  “Safety Record” shall mean the total reportable incident rate as defined by the Occupational Safety and Health Administration (OSHA).

9. Consolidated Division Operating Income.  “Consolidated Division Operating Income” shall mean the consolidated total of the Operating Income, as defined above, of each of the Infrastructure & Environment, Federal Services, Energy & Construction, and Oil& Gas Divisions.

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B.   Performance Goals

For the 2013 Plan Year, the Committee established as a prerequisite to all bonus payments under the Plan that the Company meet a minimum Net Income threshold after accruing for all bonuses, and as a prerequisite to bonus payments calculated on the basis of Division Performance Goals that the respective Division meet a minimum Operating Income threshold after accruing for all such Division bonuses.  Bonuses otherwise payable are reduced pro rata to the extent necessary, down to zero, to satisfy the minimum Net Income and respective Division Operating Income thresholds (as adjusted), with the result that Designated Participants and non-Designated Participants may only receive bonuses if and to the extent that the Company and the respective Divisions earn Net Income and the respective Division Operating Income in excess of the thresholds (as adjusted).

In addition, the Committee established, or authorized the establishment of, primary business unit Performance Goals and individual Performance Goals for Designated Participants by the business unit where the Designated Participant is expected to have the most direct impact as follows:

Business Unit	Performance Goals
URS Corporation	Net Income, before bonus accrual (as adjusted)
Infrastructure & Environment	Infrastructure & Environment Operating Income, before bonus accrual
Federal Services	Federal Services Operating Income, before bonus accrual
Energy & Construction	Energy & Construction Operating Income, before bonus accrual
Oil & Gas	Oil & Gas Operating Income, before bonus accrual

In addition, for Designated Participants in the Infrastructure & Environment, Federal Services, Energy & Construction, and Oil & Gas businesses, the Committee established, or authorized the establishment of, various secondary individual Performance Goals consisting of Average Day Sales Outstanding, Working Capital Days Outstanding, Safety Record, Revenues, New Sales, New Work Margin, Consolidated Division Operating Income as well as other Performance Goals set forth in the Plan, and established, or authorized the establishment of, relative weighting to be allocated among all such Performance Goals.

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C.   Target Bonus Pool

For the 2013 Plan Year, the Committee established Target Bonus Pools for the Company and for each of the Company’s Divisions, which will be funded based on achievement of the Performance Goals by the Designated Participants and Non-Designated Participants in each respective Pool as follows:

Performance Results	2013 Award Pool Funding
For URS Corporation:
115% of Performance Goal		200	%
100% of Performance Goal		100	%
98% of Performance Goal, or below		0	%
For Infrastructure & Environment – Americas and Asia Pacific:
115% of Performance Goal		200	%
100% of Performance Goal		100	%
90% of Performance Goal, or below		0	%
For Infrastructure & Environment – Europe, Middle East and India:
115% of Performance Goal		200	%
100% of Performance Goal		100	%
85% of Performance Goal, or below		0	%
For Federal Services:
115% of Performance Goal		200	%
100% of Performance Goal		100	%
94% of Performance Goal, or below		0	%
For Energy & Construction:
115% of Performance Goal		150	%
100% of Performance Goal		100	%
90% of Performance Goal, or below		0	%
For Oil & Gas
115% of Performance Goal		200	%
100% of Performance Goal		100	%
88% of Performance Goal, or below		0	%

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D.   Target Award Percentage

For the 2013 Plan Year, the Committee established the following Target Award Percentages for the Company’s Section 16 Officers:

Name	2013 Target Award Percentage (as a percentage of base salary)
Martin M. Koffel		150	%
H. Thomas Hicks		100	%
Thomas W. Bishop		75	%
Reed N. Brimhall		75	%
Gary V. Jandegian		100	%
Joseph Masters		75	%
Randall A. Wotring		100	%
Susan B. Kilgannon		45	%
Robert Zaist		100	%
W. J. (Bill) Lingard		100	%

IV.   Determination of Awards

Awards to Designated Participants will be dependent upon satisfying one or more of the following criteria: (1) the Company achieving its Net Income threshold (as adjusted); (2) the Division achieving its minimum Division Operating Income threshold; (3) the relevant business unit(s) achieving its minimum Performance Goals, and (3) the Designated Participant achieving his/her individual Performance Goal(s).

A Designated Participant’s Award will be calculated based on the percentage of his/her Performance Goal(s) achieved, multiplied by his/her Target Award Percentage and by his/her Base Salary earned during the Plan Year.  Pursuant to the administrative authority provided to the Committee under the Plan, the Committee has determined that a Designated Participant’s Base Salary for the Plan Year shall (i) be interpreted to mean the Designated Participant’s Base Salary for the calendar year corresponding to the Plan Year and (ii) any salary changes which occur during the month of January of a calendar year will be deemed to have occurred on January 1 of the calendar year.

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As described above, certain Designated Participants (or a Designated Participant’s heirs in the case of death) may be eligible to receive pro-rata Awards.  Pursuant to the administrative authority provided to the Committee under the Plan, the Committee has determined that for purposes of prorating Awards under the Plan, any formula that incorporates a fraction where the denominator is 365 days (or 12 months) shall be interpreted to mean a fraction where the denominator is the actual number of days (or months) in the Plan Year.

Determinations of Awards to Non-Designated Participants (from the discretionary pool) will be made by the Committee or the CEO at the end of a Plan Year.

V.   Other Plan Provisions

A.   Payment of Awards

Assessment of actual performance and payout of Awards will be subject to completion of the Company’s fiscal year-end independent audit and certification by the Committee that the applicable Performance Goals and other material terms of the Plan have been met.

The Actual Award earned will be paid to Designated Participants (or the Designated Participant’s heirs in the case of death) in cash within 30 days following completion of both the independent audit and the above-referenced certification by the Committee.  Awards to Non-Designated Participants will be paid concurrently to the extent practicable, but in any case within thirty (30) days following the payment of Awards to Designated Participants.  Payroll and other taxes will be withheld as required by law.

B.   Plan Accrual

Estimated payouts for the Plan will accrue monthly during each Plan Year.  At the end of each fiscal quarter, the estimated Actual Awards for the Plan Year will be evaluated based on actual performance to date and the monthly accrual rate will be adjusted so that the cost of the Plan is fully accrued at Plan Year-end.   Accrual of estimated payouts does not imply vesting of any individual Awards to Designated Participants.

C.   Administration

The Plan will be administered by the Committee and the CEO, except that the Committee retains final authority regarding all aspects of Plan administration, the resolution of any disputes, and application of the Plan in any respect to a Covered Employee.  The Committee may, without notice, amend, suspend or revoke the Plan at any time.

D.   Assignment of Employee Rights

No employee has a claim or right to be a participant, to continue as a participant or to be granted an Award under the Plan.  Participation in the Plan does not give an employee the right to be retained in the employment of the Company or its affiliates, nor does it imply or confer any other employment rights.

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Nothing contained in the Plan shall be construed to create a contract of employment with any participant.  The Company and its Affiliates reserve the right to elect any person to its offices and to remove any employees in any manner and upon any basis permitted by law.

Nothing contained in the Plan shall be deemed to require the Company or its Affiliates to deposit, invest or set aside amounts for the payment of any Awards.  Participation in the Plan does not give a participant any ownership, security or other rights in any assets of the Company or any of its Affiliates.

E.   Validity

In the event that any provision of the Plan is held invalid, void or unenforceable, such provision shall not affect, in any respect, the validity of any other provision of the Plan.

F.   Governing Law

The Plan will be governed by, and construed in accordance with, the laws of the State of California.

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EX-10.2

EXHIBIT 10.2

URS Corporation

Restricted Stock Unit Award

Grant Notice

(2008 Equity Incentive Plan)

URS Corporation (the “Company”), pursuant to its 2008 Equity Incentive Plan (the “Plan”), hereby grants to Participant rights (“Units”) 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 Unit 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:	__________________
Date of Grant:	__________________
Vesting Commencement Date:	__________________
Number of Shares Underlying the Units:	__________________

Vesting Schedule:  One-third (1/3) of the Units subject to the Award shall vest on each of the first three anniversaries of the Vesting Commencement Date, provided in each case that Participant’s Continuous Service has not terminated prior to such vesting date.

Additional Terms/Acknowledgements:  The undersigned Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Restricted Stock Unit Award Agreement and the Plan.  Participant further acknowledges that this Grant Notice, the Restricted Stock Unit Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the award of the Units and the underlying Common Stock 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: __________________________________        [NAME, TITLE]	By: __________________________________        [NAME]

Attachments: Restricted Stock Unit Award Agreement and 2008 Equity Incentive Plan

Attachment I

RESTRICTED STOCK UNIT AWARD AGREEMENT

URS Corporation

2008 Equity Incentive Plan

Restricted Stock Unit Award Agreement

Pursuant to the Restricted Stock Unit Award Grant Notice (“Grant Notice”) and this Restricted Stock Unit Award Agreement (collectively, the “Award”) and in consideration of your past services, URS Corporation (the “Company”) has awarded you under its 2008 Equity Incentive Plan (the “Plan”) rights to receive the number of shares of the Company’s Common Stock (the “Common Stock”) as indicated in the Grant Notice (“Units”).  This Restricted Stock Unit 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 Unit 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 and Issuance.

(a)Subject to the limitations contained herein, your Units shall vest as provided in your Grant Notice, and any portion of your Award that does not vest due to the termination of your Continuous Service shall be canceled.  Notwithstanding the foregoing, any unvested Units 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 with URS Corporation, if any, as it may be 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 occurring after the Date of Grant.

(b)Subject to Section 11 below, as each portion of your Units vests, your vested Units shall be converted into shares of Common Stock and the Company shall issue to you appropriate evidence representing such 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, on the applicable vesting date(s).  However, if a scheduled delivery date falls on a date that is not a business day, such delivery date shall instead fall on the next following business day.

2.Number of Shares.  The number of shares of Common Stock underlying the Units 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 11 below, you will not be required to make any payment to the Company with respect to your receipt of the Award, vesting of the Units or the delivery of the shares of Common Stock underlying the Units.

4.Dividends.  You will be entitled to receive any dividends and other distributions paid with respect to a corresponding number of shares subject to your Award; provided, however, that (i) if any such dividends or distributions are paid in shares, the Fair Market Value of such shares will be converted into additional shares covered by the Award, and (ii) any such

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dividends or distributions will be withheld unless and until the underlying shares vest and will be subject to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as apply to the Units and shares of Common Stock subject to your Award.

5.Securities Law Compliance.  You will not be issued any shares of Common Stock in respect of your vested Units 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 also must comply with other applicable laws and regulations governing the Award, and you will not receive shares of Common Stock in respect of your vested Units if the Company determines that such receipt would not be in material compliance with such laws and regulations.

6.Transfer Restrictions.  Prior to the time that they have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of the shares of Common Stock underlying your Units.  For example, you may not use shares that may be issued in respect of your Units as security for a loan.  This restriction on transfer will lapse upon delivery to you of shares of Common Stock in respect of your vested Units.  Your Award is not transferable, except by will or by the laws of descent and distribution.  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 any distribution of shares of Common Stock in respect of vested Units pursuant to this Restricted Stock Unit Award Agreement.

7.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 the shares of Common Stock underlying vested Units as set forth in Section 6 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.

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8.Restrictive Legends.  The shares of Common Stock issued in respect of your vested Units shall be endorsed with appropriate legends determined by the Company as applicable.

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.Unsecured Obligation.  Your Award is unfunded, and even as a holder of vested Units subject to your Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to distribute shares pursuant to Section 6 hereof.  You shall not have voting or any other rights as a stockholder of the Company with respect to the Common Stock acquired pursuant to this Agreement until such Common Stock is issued to you.  Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

11.Withholding Obligations.

(a)At the time you receive a distribution of shares of Common Stock in respect of vested Units pursuant to your Award, 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 such distribution.  Such withholding obligations may be satisfied by your relinquishment of your right to receive a portion of the shares otherwise issuable to you in respect of vested Units 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 deliver to you any stock certificates or uncertificated shares in respect of your vested Units.

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

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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 with respect to 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.

(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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Attachment II

2008 EQUITY INCENTIVE PLAN

EX-10.3

EXHIBIT 10.3

URS Corporation

Restricted Stock Unit Award

Grant Notice

(2008 Equity Incentive Plan)

URS Corporation (the “Company”), pursuant to its 2008 Equity Incentive Plan (the “Plan”), hereby grants to Participant rights (“Units”) 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 Unit 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:	________________
Date of Grant:	________________
Vesting Commencement Date:	________________
Number of Shares Underlying the Units:	________________

Vesting Schedule:  One-third (1/3) of the Units subject to the Award shall vest on each of the first three anniversaries of the Vesting Commencement Date, provided in each case that Participant’s Continuous Service has not terminated prior to such vesting date.

Additional Terms/Acknowledgements:  The undersigned Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Restricted Stock Unit Award Agreement and the Plan.  Participant further acknowledges that this Grant Notice, the Restricted Stock Unit Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the award of the Units and the underlying Common Stock 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: __________________________________        [NAME, TITLE]	By: __________________________________        [NAME]

Attachments: Restricted Stock Unit Award Agreement and 2008 Equity Incentive Plan

Attachment I

RESTRICTED STOCK UNIT AWARD AGREEMENT

URS Corporation

2008 Equity Incentive Plan

Restricted Stock Unit Award Agreement

Pursuant to the Restricted Stock Unit Award Grant Notice (“Grant Notice”) and this Restricted Stock Unit Award Agreement (collectively, the “Award”) and in consideration of your past services, URS Corporation (the “Company”) has awarded you under its 2008 Equity Incentive Plan (the “Plan”) rights to receive the number of shares of the Company’s Common Stock (the “Common Stock”) as indicated in the Grant Notice (“Units”).  This Restricted Stock Unit 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 Unit 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 and Issuance.

(a)Subject to the limitations contained herein, your Units shall vest as provided in your Grant Notice, and any portion of your Award that does not vest due to the termination of your Continuous Service shall be canceled.  Notwithstanding the foregoing, any unvested Units 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 with URS Corporation, if any, as it may be 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 occurring after the Date of Grant.

(b)Subject to Section 11 below, as each portion of your Units vests, your vested Units shall be converted into shares of Common Stock and the Company shall issue to you appropriate evidence representing such 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, on the applicable vesting date(s).  However, if a scheduled delivery date falls on a date that is not a business day, such delivery date shall instead fall on the next following business day.

2.Number of Shares.  The number of shares of Common Stock underlying the Units 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 11 below, you will not be required to make any payment to the Company with respect to your receipt of the Award, vesting of the Units or the delivery of the shares of Common Stock underlying the Units.

4.Dividends.  You will be entitled to receive any dividends and other distributions paid with respect to a corresponding number of shares subject to your Award; provided, however, that:

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(i)           if any such dividends or distributions are paid in shares, the Fair Market Value of such shares will be converted into additional shares covered by the Award;

(ii)           if any such dividends or distributions are paid in cash, you will have the right to elect to receive, upon vesting and issuance of the corresponding number of shares subject to your Award, the amount of such dividends or distributions (without any accrued interest) in the form of either cash or shares of Common Stock, provided that (A) you notify the Company in writing of your election at least ten (10) days prior to the applicable vesting date, (B) if the Company does not receive any such notice of your election prior to such ten (10)-day period, you will be deemed to have elected to receive the amount of such dividends or distributions in the form of cash, and (C) if you elect to receive the amount of such dividends or distributions in the form of shares of Common Stock, the number of shares issuable to you in respect of such dividends or distributions will be equal to the amount of such dividends or distributions divided by the Fair Market Value of the Common Stock on the date of issuance (rounded down to the nearest whole share); and

(iii)           any such dividends or distributions will be withheld unless and until the underlying shares vest and will be subject to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery (subject to the preceding clause (ii)) as apply to the Units and shares of Common Stock subject to your Award.

5.Securities Law Compliance.  You will not be issued any shares of Common Stock in respect of your vested Units 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 also must comply with other applicable laws and regulations governing the Award, and you will not receive shares of Common Stock in respect of your vested Units if the Company determines that such receipt would not be in material compliance with such laws and regulations.

6.Transfer Restrictions.  Prior to the time that they have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of the shares of Common Stock underlying your Units.  For example, you may not use shares that may be issued in respect of your Units as security for a loan.  This restriction on transfer will lapse upon delivery to you of shares of Common Stock in respect of your vested Units.  Your Award is not transferable, except by will or by the laws of descent and distribution.  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 any distribution of shares of Common Stock in respect of vested Units pursuant to this Restricted Stock Unit Award Agreement.

7.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

2

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 the shares of Common Stock underlying vested Units as set forth in Section 6 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.

8.Restrictive Legends.  The shares of Common Stock issued in respect of your vested Units shall be endorsed with appropriate legends determined by the Company as applicable.

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.Unsecured Obligation.  Your Award is unfunded, and even as a holder of vested Units subject to your Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to distribute shares pursuant to Section 6 hereof.  You shall not have voting or any other rights as a stockholder of the Company with respect to the Common Stock acquired pursuant to this Agreement until such Common Stock is issued to you.  Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

11.Withholding Obligations.

(a)At the time you receive a distribution of shares of Common Stock in respect of vested Units pursuant to your Award, 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 such distribution.  Such withholding obligations may be satisfied by your relinquishment of your right to receive a portion of the shares otherwise issuable to you in respect of vested Units pursuant to the Award; provided, however, that you

3

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 deliver to you any stock certificates or uncertificated shares in respect of your vested Units.

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 with respect to 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.

(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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Attachment II

2008 EQUITY INCENTIVE PLAN

EX-10.4

EXHIBIT 10.4

URS Corporation

Restricted Stock Unit Award

Grant Notice

(2008 Equity Incentive Plan)

URS Corporation (the “Company”), pursuant to its 2008 Equity Incentive Plan (the “Plan”), hereby grants to Participant rights (“Units”) to receive the number of shares of the Company’s Common Stock described below in “Determination of Actual Award” (“Award”).  This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement, the Plan and the document titled “Performance Goals and Actual Awards,” 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:	______________
Date of Grant:	______________
Vesting Commencement Date:	______________
Target Number of Units Subject to Award: (“Target Award”)	______________
Maximum Number of Units Subject to Award:    (“Maximum Award”)	200% of Target Award

Determination of Actual Award:  One Unit shall represent the right to receive one share of the Company’s Common Stock.  The actual number of Units subject to the Award (the “Actual Award”) will be equal to a percentage of the Target Award specified above, which shall be determined by the level of achievement by the Company of a net income goal measured on a cumulative basis for the two-year period consisting of the fiscal year of the Date of Grant and the following fiscal year, as set forth in the document titled “Performance Goals and Actual Awards” attached hereto; provided, however, that (i) if the Company has not met a total shareholder return (“TSR”) goal for the three-year period consisting of the fiscal year of the Date of Grant and the following two fiscal years, as set forth in the document titled “Performance Goals and Actual Awards” attached hereto, such Actual Award shall not exceed the Target Award specified above, and (ii) if the Company has met or exceeded such TSR goal for such three-year period, such Actual Award shall not exceed the Maximum Award specified above.  For purposes of the foregoing, such net income goal and TSR goal shall be established by the Compensation Committee of the Board of Directors (the “Committee”) during the first quarter of the fiscal year of the Date of Grant, and the achievement of such net income goal and TSR goal shall be subject to confirmation by the Committee after the audited financial results for the applicable period 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(ii) regarding permissible adjustments in the method of calculating the attainment of Performance Goals).

Vesting Schedule:  100% of the Units subject to the Actual Award shall vest on the third anniversary of the Vesting Commencement Date, provided that (i) Participant’s Continuous Service has not terminated prior to such vesting date, and (ii) the Company has achieved a level equal to at least 95% of the net income goal described in “Determination of Actual Award” above.

Additional Terms/Acknowledgements:  The undersigned Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Restricted Stock Unit Award Agreement, the Plan and the document titled “Performance Goals and Actual Awards” attached hereto.  Participant further acknowledges that this Grant Notice, the Restricted Stock Unit Award Agreement, the Plan and the document titled “Performance Goals and Actual Awards” attached hereto set forth the entire understanding between Participant and the Company regarding the award of the Units and the underlying

Common Stock 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: __________________________________        [NAME, TITLE]	By: __________________________________        [NAME]

Attachments: Performance Goals and Actual Awards, Restricted Stock Unit Award Agreement and 2008 Equity Incentive Plan

Attachment I

PERFORMANCE GOALS AND ACTUAL AWARDS

PERFORMANCE GOALS AND ACTUAL AWARDS

The following terms apply to the Restricted Stock Unit Award with time and performance-based vesting granted to you on [____].

Net Income Goal:  The net income goal referenced in the “Determination of Actual Award” section of your Grant Notice is measured on a cumulative basis for the two-year period consisting of the  [____] and [____] fiscal years.  This net income goal is [____] which is equal to [____] of the Company’s budgeted net income for the[____] fiscal year.

TSR Goal:  The TSR goal referenced in the “Determination of Actual Award” section of your Grant Notice is measured over the three-year period consisting of the [____], [____] and [____] fiscal years.  This TSR goal is to equal or exceed the TSR of the Russell 3000 index during such three-year period.

Actual Award:  Your Actual Award will be equal to a percentage of the Target Award specified in your Grant Notice, which will be determined by the level of achievement by the Company of the net income goal and TSR goal, as set forth below:

Net Income		Actual Award (Percentage of Target Award )
Actual Net Income (in millions)	Percentage of Net Income Goal	If TSR Equals or Exceeds Index	If TSR is Less than Index

Attachment II

RESTRICTED STOCK UNIT AWARD AGREEMENT

URS Corporation

2008 Equity Incentive Plan

Restricted Stock Unit Award Agreement

Pursuant to the Restricted Stock Unit Award Grant Notice (“Grant Notice”) and this Restricted Stock Unit Award Agreement (collectively, the “Award”) and in consideration of your past services, URS Corporation (the “Company”) has awarded you under its 2008 Equity Incentive Plan (the “Plan”) rights to receive the number of shares of the Company’s Common Stock (the “Common Stock”) as indicated in the Grant Notice (“Units”).  This Restricted Stock Unit 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 Unit Award Agreement or the Grant Notice but defined in the Plan shall have the same definitions as in the Plan.

The details of your Award are as follows:

1.Vesting and Issuance.

(a)Subject to the limitations contained herein, your Units 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 applicable Performance Period immediately preceding a vesting date, then the portions of any and all Units 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 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 Performance Period has been satisfied, any reversal of accrued compensation charges under generally accepted accounting principles for the relevant Performance Period as a result of the cancellation of any unvested stock awards due to the Company’s failure to meet the Performance Goal for that Performance Period shall be disregarded.  Notwithstanding the foregoing, any unvested Units subject to your Target Award shall become vested in their entirety either (i) in the circumstances providing for accelerated vesting under the terms of your written Employment Agreement with URS Corporation, if any, as it may be 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 occurring after the Date of Grant.

(b)Subject to Section 11 below, as your Units vest, your vested Units shall be converted into shares of Common Stock and the Company shall issue to you appropriate evidence representing such 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, on the applicable vesting date(s).  However, if a scheduled delivery date falls on a date that is not a business day, such delivery date shall instead fall on the next following business day.

2.Number of Shares.  The number of shares of Common Stock underlying the Units 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 11 below, you will not be required to make any payment to the Company with respect to your receipt of the Award, vesting of the Units or the delivery of the shares of Common Stock underlying the Units.

4.Dividends.  You will be entitled to receive any dividends and other distributions paid with respect to a corresponding number of shares subject to your Award; provided, however, that (i) if any such dividends or distributions are paid in shares, the Fair Market Value of such shares will be converted into additional shares covered by the Award, and (ii) any such dividends or distributions will be withheld unless and until the underlying shares vest and will be subject to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as apply to the Units and shares of Common Stock subject to your Award.

5.Securities Law Compliance.  You will not be issued any shares of Common Stock in respect of your vested Units 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 also must comply with other applicable laws and regulations governing the Award, and you will not receive shares of Common Stock in respect of your vested Units if the Company determines that such receipt would not be in material compliance with such laws and regulations.

6.Transfer Restrictions.  Prior to the time that they have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of the shares of Common Stock underlying your Units.  For example, you may not use shares that may be issued in respect of your Units as security for a loan.  This restriction on transfer will lapse upon delivery to you of shares of Common Stock in respect of your vested Units.  Your Award is not transferable, except by will or by the laws of descent and distribution.  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 any distribution of shares of Common Stock in respect of vested Units pursuant to this Restricted Stock Unit Award Agreement.

7.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, any unvested Units subject to your Target Award automatically shall become vested in full as of the date of your death and your rights to receive any shares of Common Stock in respect of all Units vested under the Award as of such date shall pass by will or the laws of descent and distribution;

provided, however, that you may designate a beneficiary to receive the shares of Common Stock underlying vested Units as set forth in Section 6 hereof.  Your Award shall automatically lapse following such vesting and issuance of such shares of Common Stock.

(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), any unvested Units subject to your Target Award automatically shall become vested in full as of the date of your termination of Continuous Service and you shall receive any shares of Common Stock in respect of all Units vested under the Award as of such date.  Your Award shall automatically lapse following such vesting and issuance of such shares of Common Stock.

8.Restrictive Legends.  The shares of Common Stock issued in respect of your vested Units shall be endorsed with appropriate legends determined by the Company as applicable.

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.Unsecured Obligation.  Your Award is unfunded, and even as a holder of vested Units subject to your Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to distribute shares pursuant to Section 6 hereof.  You shall not have voting or any other rights as a stockholder of the Company with respect to the Common Stock acquired pursuant to this Agreement until such Common Stock is issued to you.  Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

11.Withholding Obligations.

(a)At the time you receive a distribution of shares of Common Stock in respect of vested Units pursuant to your Award, 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 such distribution.  Such withholding obligations may be satisfied by your relinquishment of your right to receive a portion of the shares otherwise issuable to you in respect of vested Units 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 deliver to you any stock certificates or uncertificated shares in respect of your vested Units.

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 with respect to 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.

(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.

Attachment III

2008 EQUITY INCENTIVE PLAN

EX-10.5

EXHIBIT 10.5

URS Corporation

Restricted Stock Unit Award

Grant Notice

(2008 Equity Incentive Plan)

URS Corporation (the “Company”), pursuant to its 2008 Equity Incentive Plan (the “Plan”), hereby grants to Participant rights (“Units”) to receive the number of shares of the Company’s Common Stock described below in “Determination of Actual Award” (“Award”).  This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement, the Plan and the document titled “Performance Goals and Actual Awards,” 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:	______________
Date of Grant:	______________
Vesting Commencement Date:	______________
Target Number of Units Subject to Award: (“Target Award”)	______________
Maximum Number of Units Subject to Award:    (“Maximum Award”)	200% of Target Award

Determination of Actual Award:  One Unit shall represent the right to receive one share of the Company’s Common Stock.  The actual number of Units subject to the Award (the “Actual Award”) will be equal to a percentage of the Target Award specified above, which shall be determined by the level of achievement by the Company of a net income goal measured on a cumulative basis for the two-year period consisting of the fiscal year of the Date of Grant and the following fiscal year, as set forth in the document titled “Performance Goals and Actual Awards” attached hereto; provided, however, that (i) if the Company has not met a total shareholder return (“TSR”) goal for the three-year period consisting of the fiscal year of the Date of Grant and the following two fiscal years, as set forth in the document titled “Performance Goals and Actual Awards” attached hereto, such Actual Award shall not exceed the Target Award specified above, and (ii) if the Company has met or exceeded such TSR goal for such three-year period, such Actual Award shall not exceed the Maximum Award specified above.  For purposes of the foregoing, such net income goal and TSR goal shall be established by the Compensation Committee of the Board of Directors (the “Committee”) during the first quarter of the fiscal year of the Date of Grant, and the achievement of such net income goal and TSR goal shall be subject to confirmation by the Committee after the audited financial results for the applicable period 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(ii) regarding permissible adjustments in the method of calculating the attainment of Performance Goals).

Vesting Schedule:  100% of the Units subject to the Actual Award shall vest on the third anniversary of the Vesting Commencement Date, provided that (i) Participant’s Continuous Service has not terminated prior to such vesting date, and (ii) the Company has achieved a level equal to at least 95% of the net income goal described in “Determination of Actual Award” above.

Additional Terms/Acknowledgements:  The undersigned Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Restricted Stock Unit Award Agreement, the Plan and the document titled “Performance Goals and Actual Awards” attached hereto.  Participant further acknowledges that this Grant Notice, the Restricted Stock Unit Award Agreement, the Plan and the document titled “Performance Goals and Actual Awards” attached hereto set forth the entire understanding between Participant and the Company regarding the award of the Units and the underlying

Common Stock 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: __________________________________        [NAME, TITLE]	By: __________________________________        [NAME]

Attachments: Performance Goals and Actual Awards, Restricted Stock Unit Award Agreement and 2008 Equity Incentive Plan

Attachment I

PERFORMANCE GOALS AND ACTUAL AWARDS

PERFORMANCE GOALS AND ACTUAL AWARDS

The following terms apply to the Restricted Stock Unit Award with time and performance-based vesting granted to you on [____].

Net Income Goal:  The net income goal referenced in the “Determination of Actual Award” section of your Grant Notice is measured on a cumulative basis for the two-year period consisting of the  [____] and [____] fiscal years.  This net income goal is [____] which is equal to [____] of the Company’s budgeted net income for the[____] fiscal year.

TSR Goal:  The TSR goal referenced in the “Determination of Actual Award” section of your Grant Notice is measured over the three-year period consisting of the [____], [____] and [____] fiscal years.  This TSR goal is to equal or exceed the TSR of the Russell 3000 index during such three-year period.

Actual Award:  Your Actual Award will be equal to a percentage of the Target Award specified in your Grant Notice, which will be determined by the level of achievement by the Company of the net income goal and TSR goal, as set forth below:

Net Income		Actual Award (Percentage of Target Award )
Actual Net Income (in millions)	Percentage of Net Income Goal	If TSR Equals or Exceeds Index	If TSR is Less than Index

Attachment II

RESTRICTED STOCK UNIT AWARD AGREEMENT

URS Corporation

2008 Equity Incentive Plan

Restricted Stock Unit Award Agreement

Pursuant to the Restricted Stock Unit Award Grant Notice (“Grant Notice”) and this Restricted Stock Unit Award Agreement (collectively, the “Award”) and in consideration of your past services, URS Corporation (the “Company”) has awarded you under its 2008 Equity Incentive Plan (the “Plan”) rights to receive the number of shares of the Company’s Common Stock (the “Common Stock”) as indicated in the Grant Notice (“Units”).  This Restricted Stock Unit 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 Unit Award Agreement or the Grant Notice but defined in the Plan shall have the same definitions as in the Plan.

The details of your Award are as follows:

1.Vesting and Issuance.

(a)Subject to the limitations contained herein, your Units 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 applicable Performance Period immediately preceding a vesting date, then the portions of any and all Units 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 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 Performance Period has been satisfied, any reversal of accrued compensation charges under generally accepted accounting principles for the relevant Performance Period as a result of the cancellation of any unvested stock awards due to the Company’s failure to meet the Performance Goal for that Performance Period shall be disregarded.  Notwithstanding the foregoing, any unvested Units subject to your Target Award shall become vested in their entirety either (i) in the circumstances providing for accelerated vesting under the terms of your written Employment Agreement with URS Corporation, if any, as it may be 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 occurring after the Date of Grant.

(b)Subject to Section 11 below, as your Units vest, your vested Units shall be converted into shares of Common Stock and the Company shall issue to you appropriate evidence representing such 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, on the applicable vesting date(s).  However, if a scheduled delivery date falls on a date that is not a business day, such delivery date shall instead fall on the next following business day.

2.Number of Shares.  The number of shares of Common Stock underlying the Units may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan.

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3.Payment.  This Award was granted in consideration of your past services to the Company and its Affiliates.  Subject to Section 11 below, you will not be required to make any payment to the Company with respect to your receipt of the Award, vesting of the Units or the delivery of the shares of Common Stock underlying the Units.

4.Dividends.  You will be entitled to receive any dividends and other distributions paid with respect to a corresponding number of shares subject to your Award; provided, however, that:

(i)           if any such dividends or distributions are paid in shares, the Fair Market Value of such shares will be converted into additional shares covered by the Award;

(ii)           if any such dividends or distributions are paid in cash, you will have the right to elect to receive, upon vesting and issuance of the corresponding number of shares subject to your Award, the amount of such dividends or distributions (without any accrued interest) in the form of either cash or shares of Common Stock, provided that (A) you notify the Company in writing of your election at least ten (10) days prior to the applicable vesting date, (B) if the Company does not receive any such notice of your election prior to such ten (10)-day period, you will be deemed to have elected to receive the amount of such dividends or distributions in the form of cash, and (C) if you elect to receive the amount of such dividends or distributions in the form of shares of Common Stock, the number of shares issuable to you in respect of such dividends or distributions will be equal to the amount of such dividends or distributions divided by the Fair Market Value of the Common Stock on the date of issuance (rounded down to the nearest whole share); and

(iii)           any such dividends or distributions will be withheld unless and until the underlying shares vest and will be subject to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery (subject to the preceding clause (ii)) as apply to the Units and shares of Common Stock subject to your Award.

5.Securities Law Compliance.  You will not be issued any shares of Common Stock in respect of your vested Units 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 also must comply with other applicable laws and regulations governing the Award, and you will not receive shares of Common Stock in respect of your vested Units if the Company determines that such receipt would not be in material compliance with such laws and regulations.

6.Transfer Restrictions.  Prior to the time that they have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of the shares of Common Stock underlying your Units.  For example, you may not use shares that may be issued in respect of your Units as security for a loan.  This restriction on transfer will lapse upon delivery to you of shares of Common Stock in respect of your vested Units.  Your Award is not transferable, except by will or by the laws of descent and distribution.  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 any distribution

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of shares of Common Stock in respect of vested Units pursuant to this Restricted Stock Unit Award Agreement.

7.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, any unvested Units subject to your Target Award automatically shall become vested in full as of the date of your death and your rights to receive any shares of Common Stock in respect of all Units vested under the Award as of such date shall pass by will or the laws of descent and distribution; provided, however, that you may designate a beneficiary to receive the shares of Common Stock underlying vested Units as set forth in Section 6 hereof.  Your Award shall automatically lapse following such vesting and issuance of such shares of Common Stock.

(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), any unvested Units subject to your Target Award automatically shall become vested in full as of the date of your termination of Continuous Service and you shall receive any shares of Common Stock in respect of all Units vested under the Award as of such date.  Your Award shall automatically lapse following such vesting and issuance of such shares of Common Stock.

8.Restrictive Legends.  The shares of Common Stock issued in respect of your vested Units shall be endorsed with appropriate legends determined by the Company as applicable.

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.Unsecured Obligation.  Your Award is unfunded, and even as a holder of vested Units subject to your Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to distribute shares pursuant to Section 6 hereof.  You shall not have voting or any other rights as a stockholder of the Company with respect to the Common Stock acquired pursuant to this Agreement until such Common

3

Stock is issued to you.  Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

11.Withholding Obligations.

(a)At the time you receive a distribution of shares of Common Stock in respect of vested Units pursuant to your Award, 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 such distribution.  Such withholding obligations may be satisfied by your relinquishment of your right to receive a portion of the shares otherwise issuable to you in respect of vested Units 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 deliver to you any stock certificates or uncertificated shares in respect of your vested Units.

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 with respect to 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.

(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 III

2008 EQUITY INCENTIVE PLAN

EX-10.6

EXHIBIT 10.6

URS Corporation

Restricted Stock Unit Award

Grant Notice

(2008 Equity Incentive Plan)

URS Corporation (the “Company”), pursuant to its 2008 Equity Incentive Plan (the “Plan”), hereby grants to Participant rights (“Units”) 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 Unit 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:	________________
Date of Grant:	________________
Vesting Commencement Date:	________________
Number of Shares Underlying the Units:	________________

Vesting Schedule:  One-third (1/3) of the Units subject to the Award shall vest on the first anniversary of the Vesting Commencement Date and two-thirds (2/3) of the Units subject to the Award shall vest on the second anniversary of the Vesting Commencement Date, provided in each case that Participant’s Continuous Service has not terminated prior to such vesting date.

Additional Terms/Acknowledgements:  The undersigned Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Restricted Stock Unit Award Agreement and the Plan.  Participant further acknowledges that this Grant Notice, the Restricted Stock Unit Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the award of the Units and the underlying Common Stock 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: __________________________________        [NAME, TITLE]	By: __________________________________        [NAME]

Attachments: Restricted Stock Unit Award Agreement and 2008 Equity Incentive Plan

Attachment I

RESTRICTED STOCK UNIT AWARD AGREEMENT

URS Corporation

2008 Equity Incentive Plan

Restricted Stock Unit Award Agreement

Pursuant to the Restricted Stock Unit Award Grant Notice (“Grant Notice”) and this Restricted Stock Unit Award Agreement (collectively, the “Award”) and in consideration of your past services, URS Corporation (the “Company”) has awarded you under its 2008 Equity Incentive Plan (the “Plan”) rights to receive the number of shares of the Company’s Common Stock (the “Common Stock”) as indicated in the Grant Notice (“Units”).  This Restricted Stock Unit 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 Unit 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 and Issuance.

(a)Subject to the limitations contained herein, your Units shall vest as provided in your Grant Notice, and any portion of your Award that does not vest due to the termination of your Continuous Service shall be canceled.  Notwithstanding the foregoing, any unvested Units 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 with URS Corporation, if any, as it may be 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 occurring after the Date of Grant.

(b)Subject to Section 11 below, as each portion of your Units vests, your vested Units shall be converted into shares of Common Stock and the Company shall issue to you appropriate evidence representing such 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, on the applicable vesting date(s).  However, if a scheduled delivery date falls on a date that is not a business day, such delivery date shall instead fall on the next following business day.

2.Number of Shares.  The number of shares of Common Stock underlying the Units 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 11 below, you will not be required to make any payment to the Company with respect to your receipt of the Award, vesting of the Units or the delivery of the shares of Common Stock underlying the Units.

4.Dividends.  You will be entitled to receive any dividends and other distributions paid with respect to a corresponding number of shares subject to your Award; provided, however, that (i) if any such dividends or distributions are paid in shares, the Fair Market Value of such shares will be converted into additional shares covered by the Award, and (ii) any such

1

dividends or distributions will be withheld unless and until the underlying shares vest and will be subject to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as apply to the Units and shares of Common Stock subject to your Award.

5.Securities Law Compliance.  You will not be issued any shares of Common Stock in respect of your vested Units 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 also must comply with other applicable laws and regulations governing the Award, and you will not receive shares of Common Stock in respect of your vested Units if the Company determines that such receipt would not be in material compliance with such laws and regulations.

6.Transfer Restrictions.  Prior to the time that they have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of the shares of Common Stock underlying your Units.  For example, you may not use shares that may be issued in respect of your Units as security for a loan.  This restriction on transfer will lapse upon delivery to you of shares of Common Stock in respect of your vested Units.  Your Award is not transferable, except by will or by the laws of descent and distribution.  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 any distribution of shares of Common Stock in respect of vested Units pursuant to this Restricted Stock Unit Award Agreement.

7.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 the shares of Common Stock underlying vested Units as set forth in Section 6 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.

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8.Restrictive Legends.  The shares of Common Stock issued in respect of your vested Units shall be endorsed with appropriate legends determined by the Company as applicable.

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.Unsecured Obligation.  Your Award is unfunded, and even as a holder of vested Units subject to your Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to distribute shares pursuant to Section 6 hereof.  You shall not have voting or any other rights as a stockholder of the Company with respect to the Common Stock acquired pursuant to this Agreement until such Common Stock is issued to you.  Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

11.Withholding Obligations.

(a)At the time you receive a distribution of shares of Common Stock in respect of vested Units pursuant to your Award, 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 such distribution.  Such withholding obligations may be satisfied by your relinquishment of your right to receive a portion of the shares otherwise issuable to you in respect of vested Units 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 deliver to you any stock certificates or uncertificated shares in respect of your vested Units.

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

3

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 with respect to 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.

(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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Attachment II

2008 EQUITY INCENTIVE PLAN

EX-10.7

EXHIBIT 10.7

URS Corporation

Restricted Stock Unit Award

Grant Notice

(2008 Equity Incentive Plan)

URS Corporation (the “Company”), pursuant to its 2008 Equity Incentive Plan (the “Plan”), hereby grants to Participant rights (“Units”) 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 Unit 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:	________________
Date of Grant:	________________
Vesting Commencement Date:	________________
Number of Shares Underlying the Units:	________________

Vesting Schedule:  One-third (1/3) of the Units subject to the Award shall vest on the first anniversary of the Vesting Commencement Date and two-thirds (2/3) of the Units subject to the Award shall vest on the second anniversary of the Vesting Commencement Date, provided in each case that Participant’s Continuous Service has not terminated prior to such vesting date.

Additional Terms/Acknowledgements:  The undersigned Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Restricted Stock Unit Award Agreement and the Plan.  Participant further acknowledges that this Grant Notice, the Restricted Stock Unit Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the award of the Units and the underlying Common Stock 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: __________________________________        [NAME, TITLE]	By: __________________________________        [NAME]

Attachments: Restricted Stock Unit Award Agreement and 2008 Equity Incentive Plan

Attachment I

RESTRICTED STOCK UNIT AWARD AGREEMENT

URS Corporation

2008 Equity Incentive Plan

Restricted Stock Unit Award Agreement

Pursuant to the Restricted Stock Unit Award Grant Notice (“Grant Notice”) and this Restricted Stock Unit Award Agreement (collectively, the “Award”) and in consideration of your past services, URS Corporation (the “Company”) has awarded you under its 2008 Equity Incentive Plan (the “Plan”) rights to receive the number of shares of the Company’s Common Stock (the “Common Stock”) as indicated in the Grant Notice (“Units”).  This Restricted Stock Unit 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 Unit 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 and Issuance.

(a)Subject to the limitations contained herein, your Units shall vest as provided in your Grant Notice, and any portion of your Award that does not vest due to the termination of your Continuous Service shall be canceled.  Notwithstanding the foregoing, any unvested Units 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 with URS Corporation, if any, as it may be 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 occurring after the Date of Grant.

(b)Subject to Section 11 below, as each portion of your Units vests, your vested Units shall be converted into shares of Common Stock and the Company shall issue to you appropriate evidence representing such 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, on the applicable vesting date(s).  However, if a scheduled delivery date falls on a date that is not a business day, such delivery date shall instead fall on the next following business day.

2.Number of Shares.  The number of shares of Common Stock underlying the Units 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 11 below, you will not be required to make any payment to the Company with respect to your receipt of the Award, vesting of the Units or the delivery of the shares of Common Stock underlying the Units.

4.Dividends.  You will be entitled to receive any dividends and other distributions paid with respect to a corresponding number of shares subject to your Award; provided, however, that:

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(i)           if any such dividends or distributions are paid in shares, the Fair Market Value of such shares will be converted into additional shares covered by the Award;

(ii)           if any such dividends or distributions are paid in cash, you will have the right to elect to receive, upon vesting and issuance of the corresponding number of shares subject to your Award, the amount of such dividends or distributions (without any accrued interest) in the form of either cash or shares of Common Stock, provided that (A) you notify the Company in writing of your election at least ten (10) days prior to the applicable vesting date, (B) if the Company does not receive any such notice of your election prior to such ten (10)-day period, you will be deemed to have elected to receive the amount of such dividends or distributions in the form of cash, and (C) if you elect to receive the amount of such dividends or distributions in the form of shares of Common Stock, the number of shares issuable to you in respect of such dividends or distributions will be equal to the amount of such dividends or distributions divided by the Fair Market Value of the Common Stock on the date of issuance (rounded down to the nearest whole share); and

(iii)           any such dividends or distributions will be withheld unless and until the underlying shares vest and will be subject to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery (subject to the preceding clause (ii)) as apply to the Units and shares of Common Stock subject to your Award.

5.Securities Law Compliance.  You will not be issued any shares of Common Stock in respect of your vested Units 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 also must comply with other applicable laws and regulations governing the Award, and you will not receive shares of Common Stock in respect of your vested Units if the Company determines that such receipt would not be in material compliance with such laws and regulations.

6.Transfer Restrictions.  Prior to the time that they have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of the shares of Common Stock underlying your Units.  For example, you may not use shares that may be issued in respect of your Units as security for a loan.  This restriction on transfer will lapse upon delivery to you of shares of Common Stock in respect of your vested Units.  Your Award is not transferable, except by will or by the laws of descent and distribution.  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 any distribution of shares of Common Stock in respect of vested Units pursuant to this Restricted Stock Unit Award Agreement.

7.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

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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 the shares of Common Stock underlying vested Units as set forth in Section 6 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.

8.Restrictive Legends.  The shares of Common Stock issued in respect of your vested Units shall be endorsed with appropriate legends determined by the Company as applicable.

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.Unsecured Obligation.  Your Award is unfunded, and even as a holder of vested Units subject to your Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to distribute shares pursuant to Section 6 hereof.  You shall not have voting or any other rights as a stockholder of the Company with respect to the Common Stock acquired pursuant to this Agreement until such Common Stock is issued to you.  Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

11.Withholding Obligations.

(a)At the time you receive a distribution of shares of Common Stock in respect of vested Units pursuant to your Award, 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 such distribution.  Such withholding obligations may be satisfied by your relinquishment of your right to receive a portion of the shares otherwise issuable to you in respect of vested Units pursuant to the Award; provided, however, that you

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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 deliver to you any stock certificates or uncertificated shares in respect of your vested Units.

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 with respect to 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.

(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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Attachment II

2008 EQUITY INCENTIVE PLAN