THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of March 20, 1998 by and between
JOSEPH MASTERS (the "Employee") and URS CORPORATION, a Delaware corporation (the "Company").
1. TERM OF EMPLOYMENT.
(a) Basic Rule. The Company agrees to employ the Employee, and the Employee agrees to remain in
employment with the Company, from the date hereof until the date when the Employee's employment terminates
pursuant to Subsection
(b), (c), (d), (e) or (f) below.
(b) Termination by Company Not for Cause. The Company may terminate the Employee's employment at any
time without Cause (as defined below) and for any reason or no reason whatsoever by giving the Employee 30
days' advance notice in writing.
(c) Termination by Company for Cause. The Company may terminate the Employee's employment for Cause by
giving the Employee notice in writing. For all purposes under this Agreement, "Cause" shall mean:
(i) A willful failure or omission of the Employee to perform his duties hereunder, other than as a result of the death
or Disability of Employee (as defined below).
(ii) A willful act or omission by the Employee involving material injury to the Company (or to any parent,
subsidiary or affiliated corporation or related entity of the Company), gross misconduct, fraud or dishonesty;
(iii) The Employee's conviction of, or plea of "guilty" or "no contest" to, a felony; or
(iv) The Employee's willful disobedience of orders and directives of the Chief Executive Officer of URS
Corporation or his designee (as determined under Section 2(a)).
No act, omission or failure to act by the Employee shall be considered "willful" unless committed without good
faith and without reasonable belief that the act, omission or failure to act was in the Company's best interests.
(d) Resignation by Employee. The Employee may terminate his employment by giving the Company 30 days'
advance notice in writing.
(e) Death of Employee. The Employee's employment shall terminate automa