JACOBS
ENGINEERING GROUP INC.
NONQUALIFIED
STOCK OPTION AGREEMENT
(1999 Stock
Incentive Plan)
This Agreement
is executed on
,
2009, 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.
(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
ten 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.
(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.
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3.
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Effect of
Engaging in Detrimental Activity
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(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
o
