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): June 30, 2014

URS Corporation

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

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

600 Montgomery Street, 26th Floor

San Francisco, California 94111-2728

(Address of principal executive offices and zip code)

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

Not Applicable

(Former name or former address, if changed since last report)

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

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.

On June 30, 2014, in connection with a review and update of the employment agreements with a number of executive officers and other key employees, URS Corporation (“URS”), directly and through certain subsidiaries, entered into amendments to the employment agreements with Thomas H. Hicks, Executive Vice President and Chief Financial Officer of URS (the “Hicks Amendment”), Gary V. Jandegian, President of the Infrastructure & Environment Division and Vice President of URS (the “Jandegian Amendment”), and Randall A. Wotring, President of the Federal Services Division and Vice President of URS (the “Wotring Amendment” and, together with the Hicks Amendment and the Jandegian Amendment, the “Amendments”).

Description of Amendments

Under each of the existing employment agreements with Messrs. Hicks, Jandegian and Wotring (collectively, the “Existing Agreements”), a “change in control” was deemed to occur if any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) became the beneficial owner of securities of URS representing more than 50% of the combined voting power of the then-outstanding securities ordinarily having the right to vote in elections of directors of URS. Each of the Amendments revised the definition of a change in control in the corresponding Existing Agreement to also include (i) any transaction as a result of which the stockholders of URS immediately prior to the transaction hold less than 50% of the beneficial ownership of the outstanding securities of the surviving entity following the transaction and (ii) any change in the membership of the Board of Directors of URS (the “Board”) as a result of which the incumbent directors (as defined in the Amendments) cease to constitute at least two-thirds of the members of the Board.  In addition, each of the Amendments eliminated certain provisions in the corresponding Existing Agreement that provided for “tax gross-up” payments intended to offset any excise taxes imposed if any payments provided to Messrs. Hicks, Jandegian or Wotring, respectively (“Payments”), were considered “excess parachute payments” subject to excise taxes under Section 4999 of the Internal Revenue Code of 1986, as amended.  Instead, the Amendments substituted a “best after-tax provision,” pursuant to which such Payments may be reduced to eliminate or minimize any required excise tax payment.  The Wotring Amendment also revised the definition of “Good Reason” to include a change in Mr. Wotring’s principal office, without his written approval, to a location more than 25 miles from the location of his current principal office.

The foregoing description of the Amendments is qualified in its entirety by reference to the full text of the Hicks Amendment, the Jandegian Amendment and the Wotring Amendment, which are filed as Exhibits 99.1, 99.2 and 99.3, respectively, to this Form 8-K and incorporated herein by reference.  Except as described in the Amendments, the provisions of the Existing Agreements, each as previously filed with the Securities and Exchange Commission, are unmodified and remain in full force and effect.

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Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits

99.1	Third Amendment to Employment Agreement between URS Corporation and H. Thomas Hicks, dated as of June 30, 2014.
99.2	Third Amendment to Employment Agreement between URS Corporation and Gary V. Jandegian, dated as of June 30, 2014.
99.3	Third Amendment to Employment Agreement between URS Federal Services, Inc. and Randall A. Wotring, dated as of June 30, 2014.

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SIGNATURES

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

	URS CORPORATION
Dated:  June 30, 2014	By:	/s/ Reed N. Brimhall
		Reed N. Brimhall
		Vice President and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Third Amendment to Employment Agreement between URS Corporation and H. Thomas Hicks, dated as of June 30, 2014.
99.2	Third Amendment to Employment Agreement between URS Corporation and Gary V. Jandegian, dated as of June 30, 2014.
99.3	Third Amendment to Employment Agreement between URS Federal Services, Inc. and Randall A. Wotring, dated as of June 30, 2014.

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EX-99.1

EXHIBIT 99.1

THIRD AMENDMENT TO THE

EMPLOYMENT AGREEMENT

BETWEEN H. THOMAS HICKS AND URS CORPORATION

WHEREAS, H. Thomas Hicks (the“Employee”) and URS Corporation, a Delaware corporation (the“Company”), entered into an Employment Agreement effective as of May 31, 2005 (the“Employment Agreement”); and

WHEREAS, the Employee and the Company wish to amend the Employment Agreement to modify certain provisions.

NOW THEREFORE, the Employment Agreement is amended effective as of June 30, 2014, as follows:

A.           Section 6(a) of the Employment Agreement hereby is amended in its entirety to read as follows:

(a)Change in Control. For all purposes under this Agreement, “Change in Control” shall mean the occurrence of any one or more of the following after May 28, 2014:

(i)any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), through the acquisition or aggregation of securities, becomes the beneficial owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors of the Company;

(ii)any transaction, or series of transactions that occur within a twelve (12) month period, as a result of which the stockholders of the Company immediately prior to the completion of the transaction (or, in the case of a series of transactions, immediately prior to the first transaction in the series) hold, directly or indirectly, less than fifty percent (50%) of the beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act or comparable successor rules) of the outstanding securities of the surviving entity, or, if more than one entity survives the transaction or transactions, the controlling entity, following such transaction or transactions; or

(iii)individuals who, as of May 28, 2014, were members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least two-thirds (2/3) of the members of the Board of Directors of the Company; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Agreement, be considered as a member of the Incumbent Board.

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B.           Section 9 of the Employment Agreement hereby is amended in its entirety to read as follows:

(a)If any payments, distributions or other benefits by or from URS to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code (collectively, the “Payment”) and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount.  The “Reduced Amount” shall be either (i) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (ii) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.  If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the manner that results in the greatest economic benefit for Employee.  If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata.  Within any category of payments and benefits (such as cash payments, accelerated vesting of equity awards other than stock options, accelerated vesting of stock options, and other benefits paid to Employee), a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A and then with respect to amounts that are “deferred compensation”.

(b)In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount as determined pursuant to clause (i) in Section 9(a) is subject to the Excise Tax, Employee agrees to promptly return to URS a sufficient amount of the Payment so that no portion of the Reduced Amount is subject to the Excise Tax.  For the avoidance of doubt, if the Reduced Amount is determined pursuant to clause (ii) in Section 9(a), Employee will have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Unless Employee and URS agree on an alternative accounting firm or law firm, all calculations required by this Section 9 shall be performed by the independent auditors retained by the Company most recently prior to the change in control transaction (the “Auditors”), based on information supplied by URS and Employee.  If the Auditors are serving as accountant or auditor for the individual, entity or group effecting the change in control transaction, URS shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder.  URS shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder and shall be entitled to rely upon such determinations, which shall be final and binding on URS and Employee.

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

IN WITNESS WHEREOF, each of the parties has executed this Third Amendment to the Employment Agreement, as of the day and year first above written.

H. Thomas Hicks

/s/ H. Thomas Hicks

H. Thomas Hicks

URS Corporation,
a Delaware corporation
By:	/s/ Joseph Masters
Name:	Joseph Masters
Title:

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EX-99.2

EXHIBIT 99.2

THIRD AMENDMENT TO THE

EMPLOYMENT AGREEMENT

BETWEEN GARY V. JANDEGIAN AND URS CORPORATION

WHEREAS, Gary V. Jandegian (the“Employee”) and URS Corporation, a Nevada corporation (the“Company”), entered into an Employment Agreement effective as of July 1, 2003 (the“Employment Agreement”); and

WHEREAS, the Employee and the Company wish to amend the Employment Agreement to modify certain provisions.

NOW THEREFORE, the Employment Agreement is amended effective as of June 30, 2014, as follows:

A.           Section 6(a) of the Employment Agreement hereby is amended in its entirety to read as follows:

(a)Definition. For all purposes under this Agreement, “Change in Control” shall mean the occurrence of any one or more of the following after May 28, 2014:

(i)any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), through the acquisition or aggregation of securities, becomes the beneficial owner, directly or indirectly, of securities of URS Delaware representing more than fifty percent (50%) of the combined voting power of the then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors of URS Delaware;

(ii)any transaction, or series of transactions that occur within a twelve (12) month period, as a result of which the stockholders of URS Delaware immediately prior to the completion of the transaction (or, in the case of a series of transactions, immediately prior to the first transaction in the series) hold, directly or indirectly, less than fifty percent (50%) of the beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act or comparable successor rules) of the outstanding securities of the surviving entity, or, if more than one entity survives the transaction or transactions, the controlling entity, following such transaction or transactions; or

(iii)individuals who, as of May 28, 2014, were members of the Board of Directors of URS Delaware (the “Incumbent Board”) cease for any reason to constitute at least two-thirds (2/3) of the members of the Board of Directors of URS Delaware; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Agreement, be considered as a member of the Incumbent Board.

i

B.           Section 9 of the Employment Agreement hereby is amended in its entirety to read as follows:

(a)If any payments, distributions or other benefits by or from URS to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code (collectively, the “Payment”) and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount.  The “Reduced Amount” shall be either (i) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (ii) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.  If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the manner that results in the greatest economic benefit for Employee.  If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata.  Within any category of payments and benefits (such as cash payments, accelerated vesting of equity awards other than stock options, accelerated vesting of stock options, and other benefits paid to Employee), a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A and then with respect to amounts that are “deferred compensation”.

(b)In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount as determined pursuant to clause (i) in Section 9(a) is subject to the Excise Tax, Employee agrees to promptly return to URS a sufficient amount of the Payment so that no portion of the Reduced Amount is subject to the Excise Tax.  For the avoidance of doubt, if the Reduced Amount is determined pursuant to clause (ii) in Section 9(a), Employee will have no obligation to return any portion of the Payment pursuant to the preceding sentence.

(c)Unless Employee and URS agree on an alternative accounting firm or law firm, all calculations required by this Section 9 shall be performed by the independent auditors retained by URS Delaware most recently prior to the change in control transaction (the “Auditors”), based on information supplied by URS and Employee.  If the Auditors are serving as accountant or auditor for the individual, entity or group effecting the change in control transaction, URS shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder.  URS shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder and shall be entitled to rely upon such determinations, which shall be final and binding on URS and Employee.

ii

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

IN WITNESS WHEREOF, each of the parties has executed this Third Amendment to the Employment Agreement, as of the day and year first above written.

Gary V. Jandegian

/s/ Gary V. Jandegian

Gary V. Jandegian

URS Corporation,
a Nevada corporation
By:	/s/ Reed N. Brimhall
Name:	Reed N. Brimhall
Title:

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EX-99.3

EXHIBIT 99.3

THIRD AMENDMENT TO THE

EMPLOYMENT AGREEMENT

BETWEEN RANDALL A. WOTRING AND URS FEDERAL SERVICES, INC.

WHEREAS, Randall A. Wotring (the“Employee”) and URS Federal Services, Inc., a Delaware corporation (f/k/a EG&G Technical Services, Inc.) (the“Company”), entered into an Employment Agreement effective as of November 19, 2004 (the“Employment Agreement”); and

WHEREAS, the Employee and the Company wish to amend the Employment Agreement to modify certain provisions.

NOW THEREFORE, the Employment Agreement is amended effective as of June 30, 2014, as follows:

A.           Section 6(a) of the Employment Agreement hereby is amended in its entirety to read as follows:

(a)Definition. For all purposes under this Agreement, “Change in Control” shall mean the occurrence of any one or more of the following after May 28, 2014:

(i)any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), through the acquisition or aggregation of securities, becomes the beneficial owner, directly or indirectly, of securities of URS Delaware representing more than fifty percent (50%) of the combined voting power of the then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors of URS Delaware;

(ii)any transaction, or series of transactions that occur within a twelve (12) month period, as a result of which the stockholders of URS Delaware immediately prior to the completion of the transaction (or, in the case of a series of transactions, immediately prior to the first transaction in the series) hold, directly or indirectly, less than fifty percent (50%) of the beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act or comparable successor rules) of the outstanding securities of the surviving entity, or, if more than one entity survives the transaction or transactions, the controlling entity, following such transaction or transactions; or

(iii)individuals who, as of May 28, 2014, were members of the Board of Directors of URS Delaware (the “Incumbent Board”) cease for any reason to constitute at least two-thirds (2/3) of the members of the Board of Directors of URS Delaware; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Agreement, be considered as a member of the Incumbent Board.

i

B.           Section 6(b) of the Employment Agreement hereby is amended in its entirety to read as follows:

(b)Good Reason. For all purposes under this Agreement, “Good Reason” shall mean that (i) the Employee has incurred a reduction in his Base Compensation or Annual Target Bonus or (ii) the Employee’s principal office is changed, without the Employee’s written approval, to a location more than twenty-five (25) miles from the location of the Employee’s principal office on May 28, 2014.

C.                Section 9 of the Employment Agreement hereby is amended in its entirety to read as follows:

(a)If any payments, distributions or other benefits by or from URS to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code (collectively, the “Payment”) and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount.  The “Reduced Amount” shall be either (i) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (ii) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.  If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the manner that results in the greatest economic benefit for Employee.  If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata.  Within any category of payments and benefits (such as cash payments, accelerated vesting of equity awards other than stock options, accelerated vesting of stock options, and other benefits paid to Employee), a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A and then with respect to amounts that are “deferred compensation”.

(b)In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount as determined pursuant to clause (i) in Section 9(a) is subject to the Excise Tax, Employee agrees to promptly return to URS a sufficient amount of the Payment so that no portion of the Reduced Amount is subject to the Excise Tax.  For the avoidance of doubt, if the Reduced Amount is determined pursuant to clause (ii) in Section 9(a), Employee will have no obligation to return any portion of the Payment pursuant to the preceding sentence.

ii

(c)Unless Employee and URS agree on an alternative accounting firm or law firm, all calculations required by this Section 9 shall be performed by the independent auditors retained by URS Delaware most recently prior to the change in control transaction (the “Auditors”), based on information supplied by URS and Employee.  If the Auditors are serving as accountant or auditor for the individual, entity or group effecting the change in control transaction, URS shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder.  URS shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder and shall be entitled to rely upon such determinations, which shall be final and binding on URS and Employee.

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

IN WITNESS WHEREOF, each of the parties has executed this Third Amendment to the Employment Agreement, as of the day and year first above written.

Randall A. Wotring

/s/ Randall A. Wotring

Randall A. Wotring

URS Federal Services, Inc.,
a Delaware corporation
By:	/s/ H. Thomas Hicks
Name:	H. Thomas Hicks
Title:

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