Exhibit 4.3



 






EXHIBIT 4.3




ECOLOGY AND ENVIRONMENT, INC.




2003 Stock Award Plan




     1. Purpose: The Stock Award Plan (the “Plan”) is intended to (a) provide incentives
which will attract and retain highly competent persons as officers, and key employees of ECOLOGY
AND ENVIRONMENT, INC. (the “Company”) and its subsidiaries, and (b) provide a mechanism to
compensate the Company’s non-employee directors with stock in lieu of cash compensation by
providing them with Class A Common Stock of the Company which are treasury shares (“Common Stock”)
pursuant to awards (“Awards”) described herein.



     2. Administration: The Board of Directors (“Board”) of the Company shall supervise
and administer the Plan. Any questions of interpretation of the Plan or of any Awards issued under
it shall be determined by the Board and such determination shall be final and binding upon all
persons. Any or all powers and discretions vested in the Board under the Plan (except the power to
amend or terminate the Plan) may be exercised by a committee of at least three directors (the
“Committee”) authorized by the Board to do so. A majority of members of the Committee shall
constitute a quorum, and all determinations of the Committee shall be made by a majority of its
members. Any determination of the Committee under the Plan may be made without notice or meeting
of the Committee, by a writing signed by a majority of the Committee members.



     3. Participants: Participants shall consist of such key employees (including
officers) or (b) directors of the Company or any or all of its present or future subsidiaries as
the Board, in its sole discretion, determines to be mainly responsible for the success and future
growth and profitability of the Company and whom the Board may designate from time to time to
receive Awards under the Plan. Awards may be granted under this Plan to persons who have
previously received Awards or other benefits under this or other plans of the Company.



     4. Shares Reserved Under the Plan: There is hereby reserved for issuance as Awards
under the Plan an aggregate of 200,000 shares of Common Stock, par value $0.01, which shall be
solely treasury shares.



     Any shares subject to Awards may thereafter be subject to new Awards under this Plan if shares
of Common Stock are issued under such Awards and are thereafter reacquired by the Company pursuant
to rights reserved by the Company upon issuance thereof.



 









 





     5. Awards: Awards will consist of Common Stock transferred to Participants
(a) as a bonus for service rendered by employees (including officers) to the Company or (b) as
payment of fee for services rendered by directors, without other payment therefor, based upon the
fair market value of the Common Stock at the time of the Award. Certificates evidencing such
shares shall be issued in the sole name of the Participant and held by the Company in Escrow until
any restrictions to which they are subject shall lapse.



     6. Adjustment Provisions: If the Company shall at any time change the number of
issued shares of Common Stock without new consideration to the Company (by stock dividends, stock
splits, or similar transactions), the total number of shares reserved for issuance under the Plan
and the number of shares covered by each outstanding Award shall be adjusted so that the value of
each such Award shall not be changed. Awards may also contain provisions for their continuation or
for other equitable adjustments after changes in the Common Stock resulting from reorganization,
sale, merger, consolidation or similar occurrences. Notwithstanding the above, if such adjustment
results in the total number of shares reserved for issuance which is greater than the number of
Class A Common Stock treasury shares then issued, the total number of shares reserved for issuance
shall not exceed the then issued Class A Common Stock treasury shares.



     7. Nontransferability: Each Award granted under the Plan to a Participant shall not
be transferable by him otherwise than by will or the laws of descent and distribution. In the
event of the death of a Participant during employment or prior to the termination of any Award held
by him hereunder, each Award theretofore granted to him shall be payable to the extent provided
therein but not later than one year after this death (and not beyond the stated duration of the
Award). Any such payment shall be made only:




     (a) To the executor or administrator of the estate of the deceased Participant or the
person or persons to whom the deceased Participant’s rights under the Award shall pass by
will or the laws of descent and distribution; and




     (b) To the extent, if any, that the deceased Participant was entitled at the date of
his death.



     8. Other Provisions: Any Award under the Plan may also be subject to such other
provision (whether or not applicable to the Award to any other Participant) as the Board determines
appropriate, including without limitation, provisions for the forfeiture of and restrictions on the
sale, resale or other disposition of shares acquired under any Award, provisions giving the Company
the right to repurchase shares acquired under any Award, provisions to comply with federal and
state securities or tax laws, or understandings or conditions as to the Participant’s employment in
addition to those specifically provided for under the Plan.



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     9. Tenure: A Participant’s right, if any, to continue to serve the Company and its
subsidiaries as an officer, director, employee or otherwise, shall not be enlarged or otherwise
affected by his designation as a Participant under the Plan.



     10. Duration, Amendment, and Termination: No Award shall be granted more than five
(5) years after the date of adoption of this Plan; provided, however, that the terms and conditions
applicable to any Award granted within such period may thereafter be amended or modified by mutual
agreement between the Company and the Participant or such other persons as may then have an
interest therein. Also, by mutual agreement between the Company and a Participant, or under any
future plan of the Company, Awards may be granted to such Participant in substitution and exchange
for, and in cancellation of, any Awards previously granted such Participant under this Plan, or any
benefit previously or thereafter granted to him under any future plan of the Company. The Board
may amend the Plan from time to time or terminate the Plan at any time. However, no action
authorized by this paragraph shall reduce the amount of any existing Award or change the terms and
conditions thereof without the Participant’s consent.



     Adopted by the Board of Directors of Ecology and Environment, Inc. effective October 16, 2003.




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