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 and Exchange Act of 1934

Date of Report (date of earliest event reported): ~~January~~March 1410, 2010

THE PBSJ CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Florida

000-30911

59-1494168

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4030 West Boy Scout Boulevard, Suite 700

Tampa, Florida 33607

(Address of principal executive office)

Registrant’s telephone number, including area code (813) 282-7275

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 85.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Internal~~On March 10, 2010, The PBSJ Corporation (the “Company” or “PBSJ”) and John B. ~~Investigation~~Zumwalt, ~~Update~~III, a former director of the Company and the former Chief Executive Officer of the Company, entered into a Separation Agreement and Release (the “Separation Agreement”), effective as of March 1, 2010. The principal terms and conditions of the Separation Agreement are as follows:

On• ~~January 14,~~PBSJ ~~2010,~~agreed ~~the~~to ~~employees~~pay ofMr. ~~The~~Zumwalt ~~PBSJ~~a ~~Corporation~~transition cash payment of $900,000 over a ~~Florida~~twenty-four ~~corporation~~month period, less all applicable tax withholdings, commencing on April 1, 2010 (the “~~Company~~Transition Payment”). ~~received~~In the ~~following~~event ~~update~~of ~~from~~a ~~the~~sale ~~Company’s~~of ~~Audit~~all ~~Committee~~or ~~concerning~~substantially all of the ~~previously~~assets ~~disclosed~~of ~~internal~~the ~~investigation~~Company, ~~regarding~~or ~~certain~~a ~~projects~~merger, ~~undertaken~~reorganization byor ~~PBS&J~~similar ~~International~~transaction, ~~Inc.,~~after ~~one~~which the employee shareholders of the Company~~’s subsidiaries,~~ indo ~~certain~~not ~~foreign~~retain ~~countries~~more (than 50% of the combined voting power of the then outstanding voting securities of the acquiring or surviving entity (each a “~~Internal~~Change ~~Investigation~~in Control”):, any remaining monthly installments of the Transition Payment, less all applicable tax withholdings, shall be paid to Mr. Zumwalt as a lump sum payment within 30 days after the Change in Control.

As• ~~you~~The ~~have~~Company ~~probably~~agreed ~~seen~~to inpay ~~the Company’s~~Mr. ~~filings~~Zumwalt ~~with~~a ~~the~~severance ~~SEC,~~payment ~~the~~equal ~~PBSJ~~to ~~Audit~~Three ~~Committee~~Hundred isThirty ~~conducting~~Thousand anDollars ~~independent~~($330,000), ~~investigation~~less ~~into~~all ~~certain~~applicable ~~activities~~tax ~~that~~withholdings, ~~took~~payable ~~place~~ in ~~the~~a ~~Company’s~~lump ~~international~~sum ~~subsidiary. The~~payment ~~Audit~~on ~~Committee~~the ~~would~~eighth ~~like~~day tofollowing ~~provide~~the ~~you~~date ~~with some insight into our perspective~~ on ~~this~~which ~~investigation,~~Mr. ~~especially~~Zumwalt asexecutes ~~it compares to~~ the ~~previous~~Separation ~~investigations conducted by the Audit Committee.~~ Agreement;

~~The~~• ~~evidence~~PBSJ ~~uncovered~~agreed tothat ~~date~~all ~~does~~of ~~not~~Mr. ~~suggest~~Zumwalt’s ~~that~~1,526 ~~any~~shares ~~violation~~ of ~~law~~the ~~that~~Company’s ~~may~~restricted ~~have~~stock ~~occurred~~shall ~~extends~~become ~~beyond~~fully ~~PBSJ’s~~vested ~~international~~as ~~operations,~~of ~~which~~the ~~generated~~Termination ~~minimal~~Date ~~revenues~~and ~~during~~agreed ~~the~~to ~~period~~redeem ~~in question. The~~all ~~scope~~such iscommon ~~much~~stock, ~~more~~less ~~limited~~461. We32 ~~have~~shares ~~found~~which nowill ~~illegal~~be ~~conduct~~withheld byto ~~any~~pay ~~members~~withholding oftaxes, ~~PBSJ’s~~for ~~executive~~$39.31 ~~management~~per share, ~~and~~payable wein ~~expect~~a ~~that~~lump ~~this~~sum ~~investigation~~payment ~~will~~during bethe ~~completed~~Company’s innext aopen ~~matter~~trading ofwindow ain ~~few~~accordance ~~months,~~with ~~not~~the ~~years.~~Company’s redemption policies;

~~Our~~• ~~intent~~PBSJ inagreed ~~sending~~that ~~this~~all ~~message~~48,030.527 isshares ~~not~~of tothe ~~minimize~~Company’s ~~the~~common ~~problems~~stock ~~that~~beneficially ~~occurred~~owned —by ~~your~~Mr. ~~Audit~~Zumwalt ~~Committee~~in ~~takes~~his ~~compliance~~Company ~~matters~~stock ~~very seriously~~account ~~and~~under ~~will~~the ~~act~~PBSJ ~~swiftly~~Employee Profit Sharing and ~~appropriately~~Stock toOwnership ~~correct~~Plan ~~any~~(the ~~problems~~“401K”) ~~that~~shall ~~are~~be ~~uncovered~~redeemed during the ~~investigation. However,~~Company’s wenext ~~thought~~open ittrading ~~was~~window ~~important~~in ~~for~~accordance ~~PBSJ’s~~with ~~employees~~the toterms ~~understand~~of the ~~relative~~401K ~~scope~~at ofa ~~this~~price ~~investigation~~per inshare ~~light of~~at ~~PBSJ’s~~which ~~history. Please~~other ~~feel~~shares ~~free~~of tothe ~~contact~~Company’s acommon ~~member~~stock ofin the ~~Audit~~401K ~~Committee~~are ifsold ~~you~~during ~~have~~that ~~questions~~open ortrading ~~concerns.~~ window;

~~William~~• DThe Company agreed to pay Mr. ~~Pruitt~~Zumwalt the value of the accumulated benefits (which as of March 1, ~~Chairman~~2010, was equal to $946,824.15), adjusted for investment earnings or losses and any expenses allocated to his account under The PBSJ Corporation Key Employee Capital Accumulation Plan (the “KECAP”) through the end of the sixth month following the month in which the Termination Date occurs, payable to Mr. Zumwalt under the KECAP, less applicable tax withholdings, pursuant to the terms and conditions of the KECAP and the elections made by Mr. Zumwalt with respect to the time and form of payment of the accumulated benefits payable to Mr. Zumwalt under the KECAP.

~~Richard~~• JThe Company agreed to pay to Mr. ~~Dobkin~~Zumwalt an amount equal to (i) $16,003.41, as compensation for all accrued but unused paid time off, less all applicable tax withholdings, and (ii) $20,000, less all applicable tax withholdings, for legal fees reasonably incurred in connection with the negotiation and review of the Separation Agreement; in a lump sum payment on the eighth day following the date on which Mr. Zumwalt executes this Separation Agreement;

~~Frank~~• AFor the three (3) month period immediately following the Termination Date (the “Consulting Period”), Mr. ~~Stasiowski~~Zumwalt agreed to make himself available to consult with the Company at the Company’s request, on a reasonable, as needed basis, in connection with certain consulting services in exchange for (i) a consulting fee equal to $135,000, less all applicable tax withholdings, payable in three equal consecutive monthly installments over a three-month period commencing April 1, 2010 and (ii) the reimbursement of all reasonable, approved expenses. Following the end of the Consulting Period, in the event the Company requests Mr. Zumwalt to provide additional consulting services to the Company, and Mr. Zumwalt agrees to perform such services, the Company shall pay Mr. Zumwalt a per diem payment of $3,000 per day for those additional consulting services;

~~This Item 8.01~~• ofFor ~~this~~a ~~Current~~period ~~Report~~of ontwo ~~Form~~years ~~8-K~~following ~~contains forward-looking statements relating to~~ the ~~expected~~effective ~~outcome~~date ~~and conclusion~~ of the ~~Internal~~Separation ~~Investigation~~Agreement, Mr. ~~These~~Zumwalt ~~statements~~agreed ~~are~~to ~~not~~fully ~~guarantees~~and ofpromptly ~~the~~cooperate ~~final~~and ~~outcome~~to ormake ~~timing~~himself ofavailable ~~the~~to ~~conclusion of~~PBSJ ~~the Internal Investigation. The expectations~~ with respect to ~~the~~any ~~results~~threatened or ~~conclusion~~pending ofinvestigation ~~the Internal Investigation expressed in this Item 8.01~~ of, ~~this Current Report on Form 8-K are subject to the risk that future facts that are uncovered in the Internal Investigation may cause the actual outcome~~ or ~~the~~litigation ~~timing~~against ~~of conclusion of the Internal Investigation to differ from current expectations.~~ PBSJ;

~~Stock~~• ~~Valuation~~For a period of two years from the effective date of the Separation Agreement, Mr. Zumwalt agreed not to engage in, be employed by, or to consult with, any business in competition with PBSJ or any of its affiliates;

On• ~~January 14,~~For ~~2010,~~a period of two years from the ~~Board~~effective date of ~~Directors~~the Separation Agreement, Mr. Zumwalt agreed not to (~~the “Board”~~i) solicit or otherwise induce or encourage any employee of ~~the~~PBSJ ~~Company~~or ~~approved~~any ~~the~~of ~~September 30~~its affiliates to separate his or her employment with PBSJ or its affiliates, ~~2009~~(ii) ~~stock~~hire, ~~price~~on ~~valuation~~behalf of ~~$39.31~~himself ~~per~~or ~~share~~any other individual or entity, any employee employed by PBSJ or any of its affiliates on the ~~Company’s~~Termination ~~Class A~~Date ~~common~~or ~~stock~~(iii) solicit, ~~par~~divert ~~value~~or ~~$0.00067~~alienate ~~(the~~any ~~“Class~~current Aor ~~Common~~prospective ~~Stock”).~~client of PBSJ or any of its affiliates; and

~~Three-For-One~~• ~~Stock~~Mr. ~~Split~~Zumwalt also (i) shall continue to be eligible to receive health benefits under PBSJ’s plan for a period of up to 18 months immediately following the Termination Date, if and to the extent that Zumwalt elects such continuation of health benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA) and pays for such COBRA coverage at the same cost as is provided to other separating employees, (ii) agreed to certain confidentiality and nondisclosure provisions and (iii) provided PBSJ certain releases.

~~On January 19,~~The ~~2010,~~foregoing description of the ~~Board~~Separation ~~approved~~Agreement ais ~~three-for-one~~not ~~stock~~complete ~~split~~and ~~(the~~is ~~“Stock~~qualified ~~Split”)~~in ofits ~~the~~entirety ~~Class A~~by ~~Common~~reference ~~Stock.~~to ~~Shareholders~~the offull ~~record~~text of the ~~Class A~~Separation ~~Common~~Agreement, ~~Stock~~which atis ~~the~~filed ~~close~~as ofExhibit ~~business on April~~ 10.1, ~~2010~~to ~~(the~~this ~~“Record~~Current ~~Date”)~~Report ~~will receive two additional shares of Class A Common Stock~~ on ~~April 15,~~Form ~~2010~~8-K ~~(the~~filed ~~“Effective~~and ~~Date”),~~is ~~for~~incorporated ~~each~~herein ~~share~~by ~~of Class A Common Stock held on the Record Date~~reference.

InItem connection with the Stock Split, the Board also approved the amendment of the Company’s Amended and Restated Articles of Incorporation, effective as of the Effective Date, to expand the number of authorized shares of (i) the Company’s common stock from 20,000,000 to 60,000,000, which shall be divided into (a) 45,000,000 shares of Class A Common Stock and (b) 15,000,000 shares of Class B common stock, par value $09.~~00067~~01 ~~per~~Financial ~~share,~~Statements and ~~(ii) the Company’s preferred stock, par value $0~~Exhibits.~~001 per share, from 10,000,000 to 30,000,000.~~

~~SIGNATURES~~(d) Exhibits.

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


Exhibit No.		Description

10.1		Separation Agreement and Release dated March 10, 2010 by and between The PBSJ Corporation and John B. Zumwalt, III.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Index to Exhibits


Exhibit No.		Description

10.1		Separation Agreement and Release dated March 10, 2010 by and between The PBSJ Corporation and John B. Zumwalt, III.

THE PBSJ CORPORATION

Date: January 21, 2010

/s/ Donald J. Vrana

Donald J. Vrana

Senior Vice President and Chief Financial Officer

Filing Compare · PBSJ CORP /FL/