URS CORP /NEW/
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>f97329exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of
January 29, 2004, by and between GARY V. JANDEGIAN (the "Employee") and URS
CORPORATION, a Nevada corporation (the "Company").

         1.       TERM OF EMPLOYMENT.

                  (a)      BASIC RULE. The Company agrees to continue to employ
the Employee, and the Employee agrees to remain in employment with the Company,
from the date hereof until the date on which the Employee's employment
terminates pursuant to Subsection (b), (c), (d), (e) or (f) below.

                  (b)      TERMINATION BY COMPANY WITHOUT 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 thirty (30)
days' advance notice in writing.

                  (c)      TERMINATION BY COMPANY FOR CAUSE. The Company may
terminate the Employee's employment at any time for Cause. For all purposes
under this Agreement, "Cause" shall mean:

                           (i)      A willful failure or omission of the
Employee to substantially perform his duties hereunder, other than as a result
of the death or Disability (as defined below) of the Employee;

                           (ii)     A willful act by the Employee that
constitutes gross misconduct or fraud;

                           (iii)    The Employee's conviction of, or plea of
"guilty" or "no contest" to, a felony; or

                           (iv)     The Employee's disobedience of orders and
directives of the Chief Executive Officer (the "Chief Executive Officer") of URS
Corporation, a Delaware corporation ("URS Delaware"), or his designee, or of the
Board of Directors of URS Delaware, or a duly appointed committee thereof
(collectively, the "Board").

                  (d)      RESIGNATION BY EMPLOYEE. The Employee may terminate
his employment by giving the Company thirty (30) days' advance notice in
writing.

                  (e)      DEATH OF EMPLOYEE. The Employee's employment shall
terminate automatically in the event of his death.

                                       1.
<PAGE>

                  (f)      DISABILITY. The Company may terminate the Employee's
employment due to Disability by giving the Employee thirty (30) days' advance
notice in writing. For all purposes under this Agreement, "Disability" shall
mean that the Employee, at the time the notice is given, has performed none of
his duties under this Agreement for a period of not less than one hundred eighty
(180) consecutive days as a result of his incapacity due to physical or mental
illness. In the event the Employee resumes the performance of substantially all
of his duties hereunder before termination of his active employment under this
Section 1(f) becomes effective, the notice of termination shall automatically be
deemed to have been revoked.

                  (g)      RIGHTS UPON TERMINATION. Except as expressly provided
in Sections 6 and 7, upon the termination of the Employee's employment pursuant
to this Section 1, the Employee shall only be entitled to the compensation,
benefits and reimbursements described in Sections 3, 4 and 5 for the period
preceding the effective date of the termination. The payments under this
Agreement shall fully discharge all responsibilities of the Company, URS
Delaware and their respective parent, subsidiary and affiliated corporations and
related entities (collectively, "URS" and, individually, a "URS Entity") to the
Employee.

                  (h)      EMPLOYMENT BY AFFILIATE. The employment of the
Employee shall not be considered to have terminated for purposes of this
Agreement if the Employee is employed by any URS Entity.

                  (i)      TERMINATION OF AGREEMENT. This Agreement shall
terminate on the earlier of the date when the Employee attains age 65 or the
date when all obligations of the parties hereunder have been satisfied.

         2.       DUTIES AND SCOPE OF EMPLOYMENT.

                  (a)      POSITION. The Company agrees to employ the Employee
in an executive position as the President, URS Division for the term of his
employment under this Agreement. The Employee shall report to the Chief
Executive Officer or his designee, and shall serve in such positions on behalf
of URS and perform such duties consistent with an executive position for URS as
may be required by the Chief Executive Officer or his designee. It is
anticipated that the Employee's duties will require him to travel frequently and
extensively. If the principal office to which the Employee is assigned is
changed by the Company, the Company shall reimburse reasonable relocation
expenses of the Employee in accordance with generally applicable policies of the
Company.

                  (b)      OBLIGATIONS. During the term of his employment under
this Agreement, the Employee shall devote his full business efforts and time to
URS and shall not render services to any other person or entity without the
prior written consent of the Chief Executive Officer or his designee. The
foregoing, however, shall not preclude the Employee from (i) engaging in
appropriate civic, charitable or religious activities, (ii) devoting a
reasonable amount of time to private investments that do not interfere or
conflict with his responsibilities to the Company or (iii) serving on the boards
of directors of other companies provided that prior approval for such service is
obtained from the Chief Executive Officer or his designee and that such service
does not interfere or conflict with his responsibilities to the Company.

                                       2.
<PAGE>

                  (c)      RESIGNATION FROM OTHER POSITIONS. Immediately upon
request by the Company, before or after the termination of the employment of the
Employee, he shall resign from any position he holds as director, officer,
trustee, nominee, agent for service of process, attorney-in-fact or similar
position with respect to any URS Entity, and shall execute, verify, acknowledge,
swear to and deliver any documents and instruments reasonably requested by the
Company or required to reflect such resignation.

         3.       BASE COMPENSATION AND TARGET BONUS.

                  During the term of his employment under this Agreement, the
Company agrees to pay the Employee as compensation for his services a base
salary at an annual rate of Four Hundred Twenty-Five Thousand Dollars
($425,000), or at such higher rate as the Company may determine from time to
time. Such salary shall be payable in accordance with the Company's standard
payroll procedures. (The annual rate of compensation specified in this Section
3, as increased by the Company from time to time, is referred to in this
Agreement as "Base Compensation.") In addition, during the term of his
employment under this Agreement, the Company agrees that the Employee shall
participate in the Company's annual bonus plan with a target bonus percentage
for fiscal years beginning November 1, 2002 and later of at least sixty-five
percent (65%) of Base Compensation. (The annual target bonus percentage
specified in this Section 3, as increased by the Company from time to time, is
referred to in this Agreement as "Annual Target Bonus.")

         4.       EMPLOYEE BENEFITS, STOCK OPTIONS, AND INCENTIVE COMPENSATION,
                  AND OTHER COMPENSATION PLANS AND PROGRAMS.

                  During the term of his employment under this Agreement, the
Employee shall be eligible to participate in the employee benefit plans, stock
option and other equity-based incentive and compensation plans, and other
executive incentive and compensation programs maintained with respect to
employees of the Company, subject in each case to (i) the generally applicable
terms and conditions of the applicable plan or program and to the determinations
of the Board or other person administering such plan or program, (ii)
determinations by URS, the Board or any such person as to whether and to what
extent Employee shall so participate or cease to participate, and (iii)
amendment, modification or termination of any such plan or program in the sole
and absolute discretion of URS.

         5.       BUSINESS EXPENSES.

                  In accordance with the Company's generally applicable
policies, (i) during the term of his employment under this Agreement, the
Employee shall be authorized to incur necessary and reasonable travel,
entertainment and other business expenses in connection with his duties
hereunder, and (ii) the Company shall reimburse the Employee for such expenses
upon presentation of an itemized account and appropriate supporting
documentation.

                                       3.
<PAGE>

         6.       CERTAIN TERMINATIONS OF EMPLOYMENT FOLLOWING CHANGE IN
                  CONTROL.

                  (a)      DEFINITION. For all purposes under this Agreement,
"Change in Control" shall mean that, after the date of this Agreement, any
"person" (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended), 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.

                  (b)      GOOD REASON. For all purposes under this Agreement,
"Good Reason" shall mean that the Employee has incurred a reduction in his Base
Compensation or Annual Target Bonus.

                  (c)      CHANGE IN CONTROL PAYMENT AND SEVERANCE BENEFITS. If,
during the term of this Agreement and within one year after the occurrence of a
Change in Control, either (i) the Employee voluntarily resigns his employment
for Good Reason, or (ii) the Company terminates the Employee's employment for
any reason other than Cause or Disability, then the Employee shall be entitled
to receive a severance payment from the Company (the "Change in Control
Payment") and in addition shall be entitled to Severance Benefits in accordance
with Subdivision (ii) of Section 7(a). No Change in Control payment shall be
made in case of termination of employment of Employee by reason of resignation
of Employee other than for Good Reason, death of Employee, or any other
circumstance not specifically and expressly described in the immediately
preceding sentence. The Change in Control Payment shall be in an amount
determined under Section 6(d) below and shall be made in a lump sum not more
than five (5) business days following the effective date of the Employee's
release as described in Section 8 below. The Change in Control Payment shall be
in lieu of (i) any further payments to the Employee under Section 3, (ii) any
further accrual of benefits under Sections 4 and 6 with respect to periods
subsequent to the date of the employment termination and (iii) any entitlement
to a Severance Payment (as defined in Subdivision (i) of Section 7(a) below). In
addition, at the time of the employment termination, the Company shall pay to
the Employee all accrued and unpaid vacation.

                  (d)      AMOUNT OF CHANGE IN CONTROL PAYMENT. The amount of
the Change in Control Payment shall be equal to two hundred percent (200%) of
the Employee's Base Compensation, as in effect on the date of the Change in
Control.

                  (e)      INCENTIVE PROGRAMS. If, during the term of this
Agreement, a Change in Control occurs, the Employee shall become fully vested in
all awards heretofore or hereafter granted to him under all incentive
compensation, deferred compensation, bonus, stock option, stock appreciation
rights, restricted stock, phantom stock or similar plans maintained by URS,
except if and to the extent specifically provided to the contrary under the
terms of any such plan or any specific grant or award made to the Employee under
any such plan.

                                       4.
<PAGE>

                  (f)      NO MITIGATION. The Employee shall not be required to
mitigate the amount of any payment or benefit contemplated by this Section 6
(whether by seeking new employment or in any other manner), nor shall any such
payment or benefit be reduced by earnings or benefits that the Employee may
receive from any other source.

         7.       OTHER TERMINATIONS OF EMPLOYMENT.

                  (a)      SEVERANCE PAYMENT AND SEVERANCE BENEFITS. In the
event that, during the term of this Agreement the Company terminates the
Employee's employment for any reason other than Cause or Disability or the
Employee voluntarily resigns his employment for Good Reason within one (1) month
of the occurrence of the event constituting Good Reason and Section 6 does not
apply, then:

                           (i)      The Company shall pay an amount ("Severance
Payment") in installments (or a lump sum if the Company so elects), as provided
below, equal in the aggregate to one hundred percent (100%) of the Employee's
Base Compensation as in effect on the date of employment termination. If the
Severance Payment is paid in installments, it shall be paid at the same rate and
in accordance with the same schedule as Base Compensation would have been paid
had employment continued until the Severance Payment has been made in full;
provided, however, at its election the Company may at any time pay any remainder
of the Severance Payment in a lump sum. The Severance Payment shall be paid
commencing not more than five (5) business days following the effective date of
the Employee's release as described in Section 8 below. In addition, at the time
of the employment termination, the Company shall pay to the Employee all accrued
and unpaid vacation.

                           (ii)     For the period of one (1) year following
such termination, the Company shall (i) reimburse the Employee for dental and
health insurance premiums required to be paid by the Employee for such one (1)
year period to obtain COBRA continuation coverage within the meaning of Section
4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"),
provided the Employee elects such continuation coverage, and (ii) cause group
long-term disability insurance coverage and basic term life insurance coverage
then provided to the Employee by the Company, if any, to be continued for such
one (1) year period (or, if such coverage cannot be continued or can only be
continued at a cost to the Company greater than the Company would have incurred
absent such termination, then, at the Company's election, the Company may either
provide such long-term disability or term life insurance as may be available at
no greater cost than one hundred fifty percent (150%) of what the Company would
have incurred absent such termination or pay to the Employee one hundred fifty
percent (150%) of the amount of premiums the Company would have incurred to
continue such coverage absent such termination) (payments and benefits under
this Subdivision (ii) of Section 7(a), collectively "Severance Benefits").

                  (b)      TERMINATION OF SEVERANCE BENEFITS. All Severance
Benefits shall be discontinued completely as of the date when the Employee
returns to employment or self-employment, whether full- or part-time, with an
entity that offers any group health insurance coverage to its employees or
independent contractors, regardless of whether such coverage is equivalent to
the insurance coverage contemplated by the Severance Benefits.

                                       5.
<PAGE>

                  (c)      NO MITIGATION. The Employee shall not be required to
mitigate the amount of any payment or benefit contemplated by this Section 7,
nor shall any such payment or benefit be reduced by earnings or benefits that
the Employee may receive from any other source.

         8.       CHANGE IN CONTROL PAYMENT, SEVERANCE PAYMENT AND SEVERANCE
                  BENEFITS CONDITIONED UPON EXECUTION OF EFFECTIVE RELEASE OF
                  CLAIMS.

                  Notwithstanding any of the foregoing to the contrary, in no
event shall the Company be required to make any payment or provide any benefit
pursuant to Section 6 or 7 above (except for payments of accrued and unpaid
vacation) unless and until the Employee executes and delivers to the Company a
General Release in the form of Exhibit A, and such release becomes effective in
accordance with its terms; provided, however, that pending such execution and
delivery of such a release by the Employee, the Company will advance for the
account of the Employee premiums required to be paid during the period during
which the effectiveness of the release is pending if necessary to avoid lapse
with respect to the Employee within such period of a group dental, health or
disability policy to which Severance Benefits provided under Subdivision (ii) of
Section 7(a) relate, which advance shall be repaid by the Employee upon
expiration of (i) the period during which the Employee is permitted to consider
whether to execute the release (if the Employee does not execute the release) or
(ii) the period during which the effectiveness of the release is pending (if the
Employee executes the release).

         9.       CERTAIN ADDITIONAL PAYMENTS.

                  If any payments, distributions or other benefits by or from
the Company to or for the benefit of the Employee (whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise, but determined without regard to any additional payment required
under this Section 9) (collectively, the "Payment") would be subject to the
excise tax imposed by Section 4999 of the Code or any interest or penalties are
incurred by the Employee 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 the Employee shall be entitled to receive
from the Company an additional payment (a "Gross-Up Payment") in an amount such
that after payment by the Employee of all taxes (including, without limitation,
any income and employment taxes and any interest and penalties imposed with
respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, the
Employee retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payment. 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 (the "Auditors"), based on information supplied
by the Company and the Employee, and shall be final and binding on the Company
and the Employee. All fees and expenses of the Auditors shall be paid by the
Company.

         10.      NONDISCLOSURE.

                  During the term of this Agreement and thereafter, the Employee
shall not, without the prior written consent of the Chief Executive Officer or
his designee or the Board, disclose or

                                       6.
<PAGE>

use for any purpose (except in the course of his employment under this Agreement
and in furtherance of the business of URS) confidential information or
proprietary data of URS, except as required by applicable law or legal process,
in which case promptly and before disclosure the Employee shall give notice to
the Company of any such requirement or process; provided, however, that
confidential information shall not include any information available from
another source on a nonconfidential basis, known generally to the public, or
ascertainable from public or published information (other than as a result of
unauthorized disclosure by the Employee) or any information of a type not
otherwise considered confidential by persons engaged in the same business as, or
a business similar to, that conducted by URS. The Employee agrees to deliver to
the Company at the termination of his employment, or at any other time the
Company may request, all memoranda, notes, plans, records, reports and other
documents or electronic information (and copies thereof) relating to the
business of URS, which he may then possess or have under his control. Nothing in
this Section 10 or elsewhere in this Agreement shall be deemed to waive, or to
permit or authorize the Employee to take any action which waives or could have
the consequence of waiving, the attorney-client privilege, the work product
doctrine or any other privilege or doctrine with respect to any information in
the possession of the Employee or any communication between the Employee and URS
or any of its directors, officers, employees, agents or other representatives.

         11.      MISCELLANEOUS PROVISIONS.

                  (a)      SUCCESSORS. Subject to Section 11(j) below and
provided that the Employee may not delegate his duties hereunder without the
consent of the Board, this Agreement and all rights hereunder shall inure to the
benefit of, and be enforceable by, the parties' successors, assigns, personal or
legal representatives, executors, administrators, heirs, distributees, devisees
and legatees.

                  (b)      NOTICE. Notices and all other communications
contemplated by this Agreement shall be in writing and shall be deemed to have
been duly given when personally delivered, when mailed by U.S. registered mail
(return receipt requested and postage prepaid), or when telecopied. In the case
of the Employee, mailed notices shall be addressed to him at the home address
which he most recently communicated to the Company in writing for income tax
withholding purposes or by notice given pursuant to this Section 11(b). In the
case of the Company, mailed notices shall be addressed to the corporate
headquarters of URS Delaware as reflected in its most recent Report on Form 10-Q
or Form 10-K filed with the U.S. Securities and Exchange Commission, directed to
the attention of its Secretary. Telecopied notices shall be sent to such
telephone number as the Company and the Employee may specify for this purpose.

                  (c)      WAIVER. No provision of this Agreement shall be
modified, waived or discharged unless the modification, waiver or discharge is
agreed to in writing and signed by the Employee and by an authorized officer of
the Company (other than the Employee). No waiver by either party of any breach
of, or of compliance with, any condition or provision of this Agreement by the
other party shall be considered a waiver of any other condition or provision or
of the same condition or provision at another time.

                                       7.
<PAGE>

                  (d)      WHOLE AGREEMENT. No agreements, representations or
understandings (whether oral or written and whether express or implied) which
are not expressly set forth in this Agreement have been made or entered into by
either party with respect to the subject matter hereof. Effective as of the date
hereof, this Agreement amends, restates and supersedes all prior employment
agreements and severance agreements between the parties, any other URS Entity,
and their respective predecessors.

                  (e)      WITHHOLDING. All payments made under this Agreement
shall be subject to reduction to reflect taxes required to be withheld by law.
The Employee hereby declares under penalty of perjury that his Social Security
Number is __________________. To the extent permitted by applicable law, the
Company shall also be entitled to withhold from or offset against any payments
under this Agreement any amounts owed by the Employee (whether or not
liquidated) to the Company or any other URS Entity.

                  (f)      CERTAIN REDUCTIONS AND OFFSETS. Notwithstanding any
other provision of this Agreement to the contrary, any payments or benefits
under this Agreement shall be reduced by any severance payments and benefits
payable by URS to the Employee under any policy, plan, program or arrangement,
including, without limitation, any contract between the Employee and URS.

                  (g)      CHOICE OF LAW. The validity, interpretation,
construction and performance of this Agreement shall be governed by the internal
laws of the State of California, without regard to where the Employee has his
residence or principal office or where he performs his duties hereunder.

                  (h)      SEVERABILITY. The invalidity or unenforceability of
any provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.

                  (i)      ARBITRATION. Except as otherwise provided in Section
9, and except for any action by the Company seeking injunctive relief against
the Employee, any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, or the Employee's employment with the Company
or the terms and conditions or termination thereof, or any action or omission of
any kind whatsoever in the course of or connected in any way with any relations
between URS and the Employee, including without limitation all claims
encompassed within the scope of the form of General Release attached to this
Agreement as Exhibit A, shall be finally settled by binding arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment on the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof. The arbitration shall be administered
by the San Francisco, California regional office of such Association and shall
be conducted at the San Francisco, California offices of such Association or at
such other location in San Francisco, California as such Association may
designate. All fees and expenses of the arbitrator and such Association shall be
paid by the Company. The Company and the Employee acknowledge and agree that any
and all rights they may have to resolve their claims by a jury trial are hereby
expressly waived.

                                       8.
<PAGE>

                  (j)      NO ASSIGNMENT. The rights of any person to payments
or benefits under this Agreement shall not be made subject to option or
assignment, either by voluntary or involuntary assignment or by operation of
law, including (without limitation) bankruptcy, garnishment, attachment or other
creditor's process, and any action in violation of this Section 11(j) shall be
void.

         IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
first above written.

                                        By: /s/ Gary V. Jandegian
                                            ------------------------------------
                                            GARY V. JANDEGIAN

                                        Date: January 29, 2004

                                        URS CORPORATION,
                                        a Nevada corporation

                                        By: /s/Mary E. Sullivan
                                            ------------------------------------
                                        Name: Mary E. Sullivan
                                        Title: Vice President of Human Resources
                                        Date: January 29, 2004

                                       9.
<PAGE>

                                    EXHIBIT A

                                 GENERAL RELEASE
                            (INDIVIDUAL TERMINATION)

         This General Release ("Release") is executed and delivered by GARY V.
JANDEGIAN ("Employee") to and for the benefit of URS Corporation, a Delaware
corporation, and any parent, subsidiary or affiliated corporation or related
entity of URS Corporation (collectively, "Company").

         In consideration of certain payments and benefits which Employee will
receive following termination of employment pursuant to the terms of the
Employment Agreement entered into as July 1, 2003, between Employee and Company
(the "Agreement"), the sufficiency of which Employee hereby acknowledges,
Employee hereby agrees not to sue and fully, finally, completely and generally
releases, absolves and discharges Company, its predecessors, successors,
subsidiaries, parents, related companies and business concerns, affiliates,
partners, trustees, directors, officers, agents, attorneys, servants,
representatives and employees, past and present, and each of them (hereinafter
collectively referred to as "Releasees") from any and all claims, demands,
liens, agreements, contracts, covenants, actions, suits, causes of action,
grievances, arbitrations, unfair labor practice charges, wages, vacation
payments, severance payments, obligations, commissions, overtime payments,
workers compensation claims, debts, profit sharing or bonus claims, expenses,
damages, judgments, orders and/or liabilities of whatever kind or nature in law,
equity or otherwise, whether known or unknown to Employee which Employee now
owns or holds or has at any time owned or held as against Releasees, or any of
them through the date Employee executes this Release ("Claims"), including
specifically but not exclusively and without limiting the generality of the
foregoing, any and all Claims arising out of or in any way connected to
Employee's employment with or separation of employment from Company including
any Claims based on contract, tort, wrongful discharge, fraud, breach of
fiduciary duty, attorneys' fees and costs, discrimination in employment, any and
all acts or omissions in contravention of any federal or state laws or statutes
(including, but not limited to, federal or state securities laws, any deceptive
trade practices act or any similar act in any other state and the Racketeer
Influenced and Corrupt Organizations Act), and any right to recovery based on
state or federal age, sex, pregnancy, race, color, national origin, marital
status, religion, veteran status, disability, sexual orientation, medical
condition, union affiliation or other anti-discrimination laws, including,
without limitation, Title VII, the Age Discrimination in Employment Act, the
Americans with Disabilities Act, the National Labor Relations Act, the
California Fair Employment and Housing Act, and any similar act in effect in any
jurisdiction applicable to Employee or Company, all as amended, whether such
claim be based upon an action filed by Employee or by a governmental agency.

         During the time Employee is entitled to any Change in Control Payment,
Severance Payment or Severance Benefits, as defined and provided in Sections 6
and 7 of the Agreement, Employee agrees (i) to assist, as reasonably requested
by Company, in the transition of Employee's responsibilities and (ii) not to
solicit any employee of Company to terminate or cease employment with Company.
Without superseding any other agreements, including the Agreement, and
obligations Employee has with respect thereto, (i) Employee agrees not to

                                       1.
<PAGE>

divulge any information that might be of a confidential or proprietary nature
relative to Company, and (ii) Employee agrees to keep confidential all
information contained in this Release (except to the extent (A) Company consents
in writing to disclosure, (B) Employee is required by process of law to make
such disclosure and Employee promptly notifies Company of receipt by Employee of
such process, or (C) such information previously shall have become publicly
available other than by breach hereof on the part of Employee).

         Employee acknowledges and agrees that neither anything in this Release
nor the offer, execution, delivery, or acceptance thereof shall be construed as
an admission by Company of any kind, and this Release shall not be admissible as
evidence in any proceeding except to enforce this Release.

         It is the intention of Employee in executing this instrument that it
shall be effective as a bar to each and every claim, demand, grievance and cause
of action hereinabove specified. In furtherance of this intention, Employee
hereby expressly consents that this Release shall be given full force and effect
according to each and all of its express terms and provisions, including those
relating to unknown and unsuspected claims, demands, grievances and causes of
action, if any, as well as those relating to any other claims, demands,
grievances and causes of action hereinabove specified, and elects to assume all
risks for claims, demands, grievances and causes of action that now exist in
Employee's favor, known or unknown, that are released under this Release.
Employee acknowledges Employee may hereafter discover facts different from, or
in addition to, those Employee now knows or believes to be true with respect to
the claims, demands, liens, agreements, contracts, covenants, actions, suits,
causes of action, wages, obligations, debts, expenses, damages, judgments,
orders and liabilities herein released, and agrees the release herein shall be
and remain in effect in all respects as a complete and general release as to all
matters released herein, notwithstanding any such different or additional facts.

         If any provision of this Release or application thereof is held
invalid, the invalidity shall not affect other provisions or applications of the
Release which can be given effect without the invalid provision or application.
To this end, the provisions of this Release are severable.

         Employee represents and warrants that Employee has not heretofore
assigned or transferred or purported to assign or transfer to any person, firm
or corporation any claim, demand, right, damage, liability, debt, account,
action, cause of action, or any other matter herein released.

         Employee represents that he is not aware of any claims other than the
claims that are released by this instrument. Employee acknowledges that he is
familiar with the provisions of California Civil Code Section 1542, which states
as follows:

                  A general release does not extend to claims which the creditor
                  does not know or suspect to exist in his favor at the time of
                  executing the release, which if known by him must have
                  materially affected his settlement with the debtor.

                                       2.
<PAGE>

Employee, being aware of such Code section, agrees to waive any rights he may
have thereunder, as well as under any other statute or common law principle of
similar effect.

                               NOTICE TO EMPLOYEE

         The law requires that Employee be advised and Company hereby advises
Employee in writing to consult with an attorney and discuss this Release before
executing it. Employee acknowledges Company has provided to Employee at least
twenty-one (21) calendar days (forty-five (45) calendar days, in the case of a
group termination) within which to review and consider this Release before
signing it.

         Should Employee decide not to use the full twenty-one (21) or
forty-five (45) days, as applicable, then Employee knowingly and voluntarily
waives any claims that Employee was not in fact given that period of time or did
not use the entire twenty-one (21) or forty-five (45) days to consult an
attorney and/or consider this Release. Employee acknowledges that Employee may
revoke this Release for up to seven (7) calendar days following Employee's
execution of this Release and that it shall not become effective or enforceable
until such revocation period has expired. Employee further acknowledges and
agrees that such revocation must be in writing and delivered to Company in
accordance with Section 11(b) of the Agreement and must be received by Company
as so addressed not later than midnight on the seventh (7th) day following
Employee's execution of this Release. If Employee so revokes this Release, the
Release shall not be effective or enforceable and Employee will not receive the
monies and benefits described above. If Employee does not revoke this Release in
the time frame specified above, the Release shall become effective at 12:00:01
A.M. on the eighth (8th) day after it is signed by Employee.

         In the case of a group termination, the law requires that Employee be
provided a detailed list of the job titles and ages of all employees who were
terminated in the group termination and the ages of all employees of the Company
in the same job classification or organizational unit who were not terminated.
Employee acknowledges that Employee has been provided with this information.

                PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A
                GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

         I have read and understood the foregoing General Release, have been
advised to and have had the opportunity to discuss it with anyone I desire,
including an attorney of my own choice, and I accept and agree to its terms,
acknowledge receipt of a copy of the same and the sufficiency of the monies and
benefits described above, and hereby execute this Release voluntarily and with
full understanding of its consequences.

Dated:   __________________________         _______________________________
                                            GARY V. JANDEGIAN

                                       3.

</TEXT>
</DOCUMENT>
