EXHIBIT 4.3
JACOBS ENGINEERING GROUP
INC.
NONQUALIFIED STOCK OPTION
AGREEMENT
(1999 Stock Incentive
Plan)
This Agreement is executed on
________, 20__ by and between JACOBS ENGINEERING GROUP INC., a
Delaware corporation (the “Company”), and ________
(“Optionee”) 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.
1. Stock Option
(a) The Company hereby grants to
Optionee the option (the “Option”) to purchase up to
____ shares of Jacobs Common Stock at a purchase price of $_____
per share, to be issued upon the exercise thereof in cumulative
annual installments as follows:
(i) An installment of 25% of the
Option shall become exercisable one year following the date upon
which this Option is granted (the “Grant Date”), with
additional installments of 25% becoming exercisable on each
anniversary of the Grant Date so that the Option is fully
exercisable at the end of four (4) years from the Grant
Date.
(ii) No Option may be exercised in
whole or in part prior to the one-year anniversary of the Grant
Date.
(iii) No Option may be exercised in
whole or in part after the expiration of seven years from the Grant
Date.
(b) Schedule A to the Plan
establishes the effects on an outstanding Option of the
Optionee’s termination of employment, other changes of
employment or employer status, death, Disability, Retirement, or a
Change in Control, and is hereby incorporated by reference.
Notwithstanding the provisions of Schedule A to the Plan, the
provisions of Paragraph 3, below, shall apply to this
Option.
2. Exercise of
Option
(a) Each installment of this Option
as set forth above may be exercised, in whole or in part, in one or
more exercises, during the time periods stated above. This Option,
or any exercisable portion thereof, may be exercised solely by
delivery to the Company of all of the following prior to the time
when this Option or exercisable portion thereof, becomes
unexercisable under Paragraph 1:
(i) Notice in writing signed by
Optionee or another person then entitled to exercise this Option or
portion, stating that this Option or portion is being exercised;
and
(ii) Payment of the full purchase
price of the Option. The purchase price may be paid in cash or, at
the discretion of the Committee, by the delivery or constructive
exchange of shares of Jacobs Common Stock that have been owned by
the Optionee for at least six months
prior to the exercise, or a
combination of cash and such shares having a total value equal to
the option exercise price. Any shares so exchanged or assigned
shall be valued at their Fair Market Value, as defined in the
Plan.
(iii) If this Option, or any
exercisable portion of this Option, is being exercised pursuant to
Paragraph 4 hereof by any person or persons other than the
Optionee, then proof, reasonably satisfactory to the Company, of
the authority of such person or persons to exercise this Option or
portion.
(b) In no event may this Option be
exercised in such a manner as to require the Company to issue
fractional shares.
3. Effect of Engaging in
Detrimental Activity
(a) For purposes of this Paragraph
3, “Detrimental Activity” means activity that is
determined by the Committee, in its sole and absolute discretion,
to be detrimental to the interests of the Company or any of its
Related Companies, including but not limited to situations where
Optionee: (1) divulges trade secrets of the Company or any
Related Company, proprietary data or other confidential information
relating to the Company or any Related Company or to the business
of the Company or any Related Company, (2) enters into
employment with a competitor of the Company or any Related Company
under circumstances suggesting that Optionee will be using unique
or special knowledge gained as an employee of the Company or any
Related Company to compete with the Company or any Related Company,
(3) is convicted by a court of competent jurisdiction of any
felony or of a crime involving moral turpitude, (4) uses
information obtained during the course of his or her employment by
the Company or any Related Company for his or her own purposes,
such as for the solicitation of business or the employees of the
Company or any Related Company, (5) is determined to have
engaged (whether or not prior to termination due to Retirement) in
either gross misconduct or criminal activity harmful to the Company
or any Related Company, or (6) takes any action that harms the
business interests, reputation, or goodwill of the Company and/or
any of its subsidiaries or Related Companies.
(b) If the Optionee’s
employment is terminated in a manner that results in the Optionee
retaining an inte
