Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - URS CORP /NEW/ | ex10-1.htm |
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 24, 2010
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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Increase
in Base Salary and Target Bonus Opportunity
On March
24, 2010, the Compensation Committee of the Board of Directors (the “Committee”)
approved the following annual base salary increases for the following executive
officers of the Company:
|
Name
|
Fiscal
Year 2009 Base Salary
|
Fiscal
Year 2010 Base Salary
|
||||||
|
Martin
M. Koffel
|
$ | 1,000,000 |
Unchanged
|
|||||
|
Thomas
W. Bishop
|
$ | 475,000 | $ | 500,000 | ||||
|
Reed
N. Brimhall
|
$ | 480,000 | $ | 490,000 | ||||
|
H.
Thomas Hicks
|
$ | 550,000 | $ | 565,000 | ||||
|
Gary
V. Jandegian
|
$ | 600,000 | $ | 615,000 | ||||
|
Susan
B. Kilgannon
|
$ | 340,000 | $ | 350,000 | ||||
|
Joseph
Masters
|
$ | 500,000 | $ | 515,000 | ||||
|
Randall
A. Wotring
|
$ | 525,000 | $ | 540,000 | ||||
|
Thomas
H. Zarges
|
$ | 700,000 | $ | 715,000 | ||||
The
Committee also increased the Target Bonus opportunities for the following
executive officers with respect to their participation in the Restated Incentive
Compensation Plan (the “Bonus Plan”) for fiscal year 2010: Thomas W.
Bishop, 75% of his annual base salary (formerly 70%); and Joseph Masters, 75% of
his annual base salary (formerly 70%).
1
Adoption
of 2010 Performance Metrics and Target Bonuses
Under the
Bonus Plan, executive officers (and specified other employees) are eligible to
earn annual cash bonuses based on financial performance metrics that are defined
in the Bonus 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 Bonus 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. On March 24, 2010,
the Committee established the financial performance metrics and performance
targets, as well as the Target Bonuses for the Company’s executive officers
under the Bonus Plan for fiscal year 2010. Meeting a minimum
corporate net income threshold, as defined in the Bonus Plan, is a
prerequisite for each executive officer to earn a bonus for fiscal year 2010
under the Bonus Plan. In addition, with respect to our executive
officers, the Committee established the following financial performance metrics
and confirmed the Target Bonuses under the Bonus Plan for fiscal year
2010:
|
Executive
Officer
|
2010
Performance Metrics
|
2010
Target Bonuses
|
||
|
Martin
M. Koffel
|
Corporate
Net Income
|
125% | ||
|
Thomas
W. Bishop
|
Corporate
Net Income and Infrastructure & Environment Profit
Contribution
|
75% | ||
|
Reed
N. Brimhall
|
Corporate
Net Income
|
75% | ||
|
H.
Thomas Hicks
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Corporate
Net Income
|
100% | ||
|
Susan
B. Kilgannon
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Corporate
Net Income
|
45% | ||
|
Joseph
Masters
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Corporate
Net Income
|
75% | ||
|
Gary
V. Jandegian
|
Infrastructure
& Environment Profit Contribution
|
100% | ||
|
Randall
A. Wotring
|
Federal
Services Profit Contribution
|
100% | ||
|
Thomas
H. Zarges
|
Energy
& Construction Profit Contribution
|
100% |
The
foregoing description is qualified in its entirety by reference to the URS
Corporation Restated Incentive Compensation Plan 2010 Plan Year Summary filed as
Exhibit 10.1.
|
Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
2
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: March
26, 2010
|
By:
|
/s/ Reed N. Brimhall | |
| Reed N. Brimhall | |||
| Vice President, Controller and Chief Accounting Officer | |||
3
EXHIBIT
INDEX
|
Exhibit
No.
|
Description | |
| 10.1* | URS Corporation Restated Incentive Compensation Plan 2010 Plan Year Summary. FILED HEREWITH |
* Represents a management
contract or compensatory plan or arrangement.
4