JACOBS
ENGINEERING GROUP INC.
RESTRICTED
STOCK AGREEMENT
(Awarded
Pursuant to the 1999 Stock Incentive Plan)
This Agreement
is executed as of
,
2009 by and between Jacobs Engineering Group Inc. (the
“Company”) and
(“Employee”) pursuant to the Jacobs Engineering Group
Inc. 1999 Stock Incentive Plan (the “Plan”). Unless the
context clearly indicates otherwise, capitalized terms used in this
Agreement, to the extent they are defined in the Plan, have the
same meaning as set forth in the Plan.
Pursuant to
the Plan, and in consideration for services rendered to the Company
or to a Related Company, or for its benefit, the Company hereby
issues, as of the above date (the “Award Date”) to
Employee
shares of common stock of the Company (the “Restricted
Stock”).
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2.
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Restrictions on
Transfer
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(a)
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The Restricted
Stock issued hereby shall be subject to the restrictions on
transfer and obligation to surrender the Restricted Stock to the
Company as set forth in the Agreement (referred to as the
“Forfeiture Restrictions”). The provisions of
Section 13 of the Plan relating to the restrictions on
transfers of Restricted Stock, including all amendments, revisions
and modifications thereto as may hereafter be adopted, are hereby
incorporated in this Agreement as if set forth in full herein.
Unless and until the Forfeiture Restrictions have lapsed, the
Restricted Stock may not be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of and is not assignable or
transferable by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order.
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(b)
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In the event
Employee ceases to be an employee of the Company for any reason
including death and the Employee becoming Disabled (unless the
Committee in its sole discretion terminates the Forfeiture
Restrictions following the death or Disability of the Employee),
Employee shall, for no consideration, forfeit and surrender to the
Company the Restricted Stock that is subject to the Forfeiture
Restrictions on the date of termination.
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(c)
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Subject to the
following sentence, the Forfeiture Restrictions with respect to 20%
of the Restricted Stock shall lapse and be of no further force and
effect upon the expiration of one (1) year from the Award
Date, with the Forfeiture Restrictions lapsing with respect to
additional installments of 20% of the Restricted Stock on the
successive one-year anniversaries of the Award Date so that the
Forfeiture Restrictions with respect to all of the Restricted Stock
have lapsed and are of no further effect upon the expiration of
five (5) years from the Award Date. In the event the foregoing
formula would otherwise result in the lapse of the Forfeiture
Restrictions with respect to a fractional amount of Restricted
Stock (each, a “Fractional Amount”), the Forfeiture
Restrictions with respect to any such Fractional Amount shall lapse
upon the date(s) determined by the Company.
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(d)
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Employee has no
rights, partial or otherwise in the Restricted Stock unless and
until the Forfeiture Restrictions have lapsed.
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Jacobs
Engineering Group Inc.
Restricted
Stock Agreement (1999 Stock Incentive Plan)
Page
2
The
certificates evidencing the Restricted Stock to Employee hereunder
shall contain the following legend:
“THE
SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER AND THE OBLIGATION OF THE HOLDER OF THIS CERTIFICATE TO
FORFEIT AND SURRENDER THE SHARES EVIDENCED BY THIS CERTIFICATE TO
THE COMPANY UNDER CERTAIN CIRCUMSTANCES AS SET FORTH IN THE
RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED
HOLDER OF THIS CERTIFICATE, A COPY OF WHICH MAY BE OBTAINED FROM
THE HOLDER OR AT THE PRINCIPAL OFFICE OF THE
COMPANY.”
In
addition, the Company may place such additional legends on such
certificates as may be required by law and may place a stop
transfer order on such certificates on the records of the transfer
agent for the shares of the Company.
In
order to enforce the Forfeiture Restrictions, the Company shall
retain possession of the certificates evidencing the Restricted
Stock so long as the Forfeiture Restrictions are in effect. When
the Forfeiture Restrictions shall have expired as to any of the
Restricted Stock, the Company will deliver the certificates for
such shares to Employee.
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5.
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Payment of
Withholding Taxes
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The payment of
withholding taxes, if any, due upon the lapsing of the Forfeiture
Restrictions may be satisfied by instructing the Company to
withhold from the shares of Jacobs Common Stock as to which the
Restrictions have lapsed that number of shares having a total value
equal to the amount of income and withholding taxes due as
determined by the Company. Any shares so withheld shall be valued
at their Fair Market Value. Under no circumstances can the Company
be required to withhold from the shares of Jacobs Common Stock that
would otherwise be delivered to the Employee upon the lapsing of
the Forfeiture Restrictions a number of shares having a total value
that exceeds the amount of withholding taxes due as determined by
the Company at the time the Forfeiture Restrictions lapse. Employee
acknowledges and agrees that except as provided in Paragraph 10,
the Company may delay the delivery of shares of Jacobs Common Stock
that would otherwise be delivered to the Employee upon the lapsing
of the Forfeiture Restrictions until the Employee has made
arrangements satisfactory to the Company to satisfy the tax
withholding obligations of the Employee.
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6.
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Effect of
Change in Control
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Should the
Employee’s employment with the Company or Related Company be
terminated for any reason within thirty-six (36) months
following a Change in Control, then all remaining Forfeiture
Restrictions, if any, shall be deemed to have lapsed.
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7.
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Dividends and
Voting Rights
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Employee shall
have the right to vote the Restricted Stock and to receive cash
dividends thereon unless and until Employee forfeits any or all of
such shares to the Company pursuant to the provisions of this
Agreement. Any shares issued pursuant to a stock split or stock
dividend with respect to the Restricted Stock shall be retained by
the Company so long as the Forfeiture Restrictions are in effect
and shall be subject to such Forfeiture Restrictions but shall be
considered to have been issued on the Award Date.
Jacobs
Engineering Group Inc.
Restricted
Stock Agreement (1999 Stock Incentive Plan)
Page
3
Employee shall
not be deemed to have ceased to be employed by the Company (or any
Related Company) for purposes of this Agreement by reason of
Employee’s transfer to a Related Company (or to the Company
or to another Related Company).
The Committee
may determine that, for purposes of this Agreement, Employee shall
be considered as still in the employ of the Company or of the
Related Company while on leave of absence. In the event Employee is
permitted a leave of absence during the term of this Agreement, the
Committee may, in its sole and absolute discretion, extend the time
periods during which the Restricted Stock is subject to the
Forfeiture Restrictions as set forth in Paragraph 2, above, to
include the period of time Employee is on the leave of
absence.
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9.
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Miscellaneous
Provisions
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This Agreement
is governed in all respects by the Plan and applicable law. In the
event of any inconsistency between the terms of the Plan and this
Agreement, the terms of the Plan shall prevail. All terms defined
in the Plan are used in this Agreement (whether or not capitalized)
as so defined. Subject to the limitations of the Plan, the Company
may, with the written consent of Employee, amend this Agreement.
Neither the grant nor award of an Incentive Award under the Plan
constitutes an agreement of employment between the Employee and the
Company or a Related Company. The receipt of an Incentive Award
does not constitute a right acquired by the recipient to any other
form of compensation, or to any future benefit or compensation, or
to participate in any other benefit plan or program sponsored by
the Company or Relate
