First
Amendment to the
Amended
and Restated Supplemental Executive Retirement
Agreement
Between
Martin M. Koffel and URS Corporation
Whereas
, Martin M. Koffel (the
“Employee” ) and URS Corporation (the
“Company” ) entered into an Amended and
Restated Supplemental Executive Retirement Agreement effective as
of December 7, 2006 (the “Agreement” );
and
Whereas
, the Employee and the Company wish to amend the
Agreement to modify certain provisions in order to comply with
Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code” ).
Now
Therefore, the Agreement
is amended effective as of December 10, 2008, as
follows:
A. Section
3.1 of the Agreement hereby is amended to replace the phrase
“actually commence” with the phrase “are
scheduled to commence” as it appears each time
therein.
B. Section
3.2 of the Agreement hereby is amended in its entirety to read as
follows:
3.2
Non-Grandfathered Amount. Payment of any
Non-Grandfathered Amount of the Benefit shall be made on the first
day of the month following the month in which Executive’s
“separation from service” (as such term is defined in
Treasury Regulation Section 1.409A-1(h)) with the Company occurs;
provided, however , that if Executive is a “specified
employee” within the meaning of Section 409A(a)(2)(B)(i) of
the Code at the time of such separation, payment of any
Non-Grandfathered Amount of the Benefit shall be made in a lump sum
on the date that is the earlier of (i) six (6) months and one (1)
day following the date of such separation or (ii) Executive’s
death.
Notwithstanding the foregoing, Executive may, by
written notice to the Company, elect such later date upon which
payment of any Non-Grandfathered Amount of the Benefit shall
commence following termination of his employment or change such
election of a Benefit payment commencement date, provided that (i)
such election or change in election may not be made less than
twelve (12) months prior to the date payment of the Benefit is
scheduled to commence, and (ii) the new Benefit payment
commencement date is at least five (5) years following the date
payment of the Benefit otherwise would have commenced.
C. Section
4.1 of the Agreement hereby is amended to delete the phrase
“or thereafter” as it appears therein and to replace
th
