Exhibit 10.9


 


TETRA
TECH, INC.


2005 EQUITY INCENTIVE PLAN


(As Amended Through November 10, 2008)


 


ARTICLE I


PURPOSE


 


1.1           Purpose.  The purpose of the Tetra Tech, Inc.
2005 Equity Incentive Plan, as amended (the “Plan”), is to promote the
interests of Tetra Tech, Inc. (the “Company”) and its stockholders
by enabling the Company to offer Participants an opportunity to acquire an
equity interest in the Company so as to better attract, retain, and reward its
Service Providers and, accordingly, to strengthen the mutuality of interests
between Participants and the Company’s stockholders by providing Participants
with a proprietary interest in pursuing the Company’s long-term growth and
financial success.  This Plan is a
complete amendment and restatement, as set forth herein, of the Tetra Tech, Inc.
2002 Stock Option Plan (the “2002 Plan”).  Capitalized terms used in this Plan but not
defined herein will have the meanings set forth in the Appendix.


 


ARTICLE II


SHARE LIMITS


 


2.1           Shares Subject to the Plan.


 


(a)           Share Reserve. 
Subject to adjustment under Section 2.3 of the Plan, the sum
of Five Million Five Hundred Thousand (5,500,000) Shares plus the number of
remaining Shares under the 2002 Plan (not subject to outstanding Awards and not
delivered out of Shares reserved thereunder) as of March 6, 2006 (the date
of the initial stockholder approval of the Plan) shall be reserved for issuance
pursuant to Awards made under the Plan. 
At all times the Company will reserve and keep available a sufficient
number of Shares to satisfy the requirements of all outstanding Awards made
under the Plan and all other outstanding but unvested Awards made under the
Plan that are to be settled in Shares.


 


(b)           Shares Counted Against Limitation. 
Except for cancelled or forfeited Shares and Shares settled in cash, as
more fully set forth in subsection (c) below, the Plan is intended to
restrict the “recycling” of Shares back into the Plan.  This means that Shares exchanged or withheld
to pay the purchase or exercise price of an Award (including Shares withheld to
satisfy the exercise price of a Stock Appreciation Right settled in stock) or
to satisfy tax withholding obligations count against the numerical limits of
the Plan.


 


(c)           Lapsed Awards.  If
an Award: (i) expires; (ii) is terminated, surrendered, or canceled
without having been exercised in full; or (iii) is otherwise forfeited in
whole or in part, then the unissued Shares that were subject to such Award
and/or such surrendered, canceled, or forfeited Shares (as the case may be)
shall become available for future grant or sale under the Plan (unless the Plan
has terminated), subject however, in the case of Incentive Stock Options, to
any limitations under the Code.


 

















 


(d)           Limitation on Full-Value
Awards.  Not more than One Million (1,000,000) of the
total number of Shares reserved for issuance under the Plan (as adjusted under Section 2.3)
may be granted or sold as Awards of Restricted Stock, Restricted Stock Units,
unrestricted grants of Shares and other Awards (“Full-Value Awards”) whose
intrinsic value is not solely dependent on appreciation in the price of Shares
after the date of grant.  Options and
Stock Appreciation Rights shall not be subject to, and shall not count against,
the limit described in the preceding sentence. 
If a Full-Value Award expires, is forfeited or otherwise lapses as
described in Section 2.1(c), the Shares that were subject to the
Award shall be restored to the total number of Shares available for grant,
issuance or sale as Full-Value Awards.


 


(e)           Substitute Awards.  The Committee may grant Awards under the Plan in substitution for stock
and stock based awards held by employees, directors, consultants or advisors of
another company (an “Acquired Company”) in connection with a merger or
consolidation of such Acquired Company with the Company or the acquisition by
the Company of property or stock of the Acquired Company.  The Committee may direct that the substitute
Awards be granted on such terms and conditions as the Committee considers
appropriate in the circumstances.  Any
substitute Awards granted under the Plan shall not count against the share
limitations set forth in Sections 2.1(a) and 2.2.


 


2.2           Individual Share Limit.  In
any Tax Year, no Service Provider shall be granted Awards with respect to more
than One Million (1,000,000) Shares.  The
limit described in this Section 2.2 shall be construed and applied
consistently with Section 162(m) of the Code, except that the limit
shall apply to all Service Providers.


 


(a)           Awards not Settled in Shares.  If
an Award is to be settled in cash or any medium other than Shares, the number
of Shares on which the Award is based shall count toward the individual share
limit set forth in this Section 2.2.


 


(b)           Canceled Awards.  Any
Awards granted to a Participant that are canceled shall continue to count
toward the individual share limit applicable to that Participant set forth in
this Section 2.2.


 


2.3           Adjustments.


 


(a)           In the event that there is any dividend or
distribution payable in Shares, or any stock split, reverse stock split,
combination or reclassification of Shares, or any other similar change in the
number of outstanding Shares, then the maximum aggregate number of Shares
available for Awards under Section 2.1 of the Plan, the maximum
number of Shares issuable to a Service Provider under Section 2.2
of the Plan, and any other limitation under this Plan on the maximum number of
Shares issuable to an individual or in the aggregate shall be proportionately
adjusted (and rounded down to a whole number) by the Committee as it deems
equitable in its discretion to prevent dilution or enlargement of the rights of
the Participants.  The Committee’s
determination with respect to any such adjustments shall be conclusive.


 


(b)           In the event that there is any extraordinary
dividend or other distribution in respect of the Shares, recapitalization,
reclassification, merger, reorganization, consolidation, combination, sale of
assets, split-up, exchange, spin-off or other extraordinary 


 


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event,
then the Committee shall make provision for a cash payment, for the
substitution or exchange of any or all outstanding Awards or a combination of
the foregoing, based upon the distribution or consideration payable to holders
of the Shares in respect of such event or on such other terms as the Committee
otherwise deems appropriate.  The
Committee shall value Awards as it deems reasonable in the event of a cash
settlement and, in the case of Options, Stock Appreciation Rights or similar
stock rights, may base such settlement solely upon the excess if any of the per
Share amount payable upon or in respect of such event over the exercise price
of the Award.


 


ARTICLE III


ADMINISTRATION OF THE PLAN


 


3.1           Administration.  The
Plan shall be administered and interpreted by the Committee.  The Committee shall consist of two or more
members of the Board who are “outside directors” as defined under Section 162(m) of
the Code and “non-employee directors” as defined under Rule 16b-3 under
the Exchange Act.


 


3.2           Authority of Committee.  The
Committee has the sole authority, subject to the provisions of the Plan, to (i) select
the employees and other individuals to receive Awards under the Plan, (ii) determine
the type, size and terms of the Awards to be made to each individual selected, (iii) determine
the Fair Market Value, (iv) determine the time when the Awards will be
granted and the duration of any applicable exercise and vesting period,
including the criteria for exercisability and vesting and the acceleration of
exercisability and vesting with respect to each individual selected, (v) make
such adjustments or modifications to Awards to Participants who are foreign
nationals or employed outside of the United States in order to recognize
differences in local law, tax policies or customs and (vi) deal with any
other matter arising under the Plan.  The
Committee is authorized to interpret the Plan and the Awards granted under the
Plan, to establish, amend and rescind any rules and regulations relating
to the Plan, and to make any other determination that it deems necessary or
desirable for the administration of the Plan. 
The Committee may correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any Award in the manner and to the extent
the Committee deems necessary or desirable. 
Any decision of the Committee in the interpretation and administration
of the Plan shall lie within its sole and absolute discretion and shall be
final, conclusive and binding on all parties concerned.  All powers of the Committee shall be executed
in its sole discretion and need not be uniform as to similarly situated
individuals.


 


3.3           Committee Manner of Action. 
Unless otherwise provided in the bylaws of the Company or the charter of
the Committee: (i) a majority of the members of a Committee shall
constitute a quorum, and (ii) the vote of a majority of the members
present who are qualified to act on a question assuming the presence of a
quorum or the unanimous written consent of the members of the Committee shall
constitute action by the Committee.  The
Committee may delegate the performance of ministerial functions in connection
with the Plan to such person or persons as the Committee may select.


 


3.4           Responsibility of Committee.  No
member of the Board, no member of the Committee and no employee of the Company
shall be liable for any act or failure to act


 


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hereunder,
except in circumstances involving his or her bad faith, gross negligence or
willful misconduct, or for any act or failure to act hereunder by any other
member of the Committee or employee of the Company.  The Company shall indemnify members of the
Committee and any employee of the Company against any and all liabilities or
expenses to which they may be subjected by reason of any act or failure to act
with respect to their duties under the Plan, except in circumstances involving
his or her bad faith, gross negligence or willful misconduct.


 


3.5           Compliance with Applicable Law.  The
Committee shall administer, construe, interpret, and exercise discretion under
the Plan and each Award Agreement in a manner that is consistent and in
compliance with a reasonable, good faith interpretation of all Applicable Laws,
and that avoids (to the extent practicable) the classification of any Award as “deferred
compensation” for purposes of Section 409A of the Code, as determined by
the Committee, or if an Award is subject to Section 409A, in a manner that
complies with Section 409A.   
Notwithstanding the foregoing, the failure to satisfy the requirements
of Section 409A or Section 162(m) with respect to the grant of
an Award under the Plan shall not affect the validity of the action of the
Committee otherwise duly authorized and acting in the matter.


 


ARTICLE IV


PARTICIPATION


 


4.1           Participants.  All
Service Providers of the Company or any Subsidiary are eligible to participate
in the Plan.  Incentive Stock Options may
be granted only to Employees.  Consistent
with the purposes of the Plan, the Committee shall have exclusive power to
select the Service Providers who may participate in the Plan (“Participants”).  Eligible individuals may be selected
individually or by groups or categories, as determined by the Committee in its
discretion, and designation as a person to receive Awards in any year shall not
require the Committee to designate such a person as eligible to receive Awards
in any other year.


 


ARTICLE V


VESTING AND PERFORMANCE OBJECTIVES


 


5.1           General.  The vesting schedule or Period
of Restriction for any Award shall be specified in the Award Agreement.  The criteria for vesting and for removing
restrictions on any Award may include (i) performance of substantial
services for the Company for a specified period; (ii) achievement of one
or more Performance Objectives; or (iii) a combination of clauses (i) and
(ii), as determined by the Committee.


 


5.2           Period of Absence from Providing Substantial
Services.  To the extent that vesting or removal of
restrictions is contingent on performance of substantial services for a
specified period, a leave of absence (whether paid or unpaid) shall not count
toward the required period of service unless the Award Agreement provides
otherwise.


 


5.3           Performance Objectives.


 


(a)           Possible Performance Objectives.  Any
Performance Objective shall relate to the Participant’s performance for the
Company or the Company’s business


 


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activities
or organizational goals, and shall be sufficiently specific that a third party
having knowledge of the relevant facts could determine whether the Performance
Objective is achieved.  The Performance
Objectives with respect to any Award may be one or more of the following
objectives, as established by the Committee in its sole discretion:


 


·                  Achieving a
target level of revenue and/or revenue, net of subcontractor costs;


 


·                  Achieving a
target level of income from operations;


 


·                  Achieving a
target level of net income;


 


·                  Achieving a
target level of earnings per share;


 


·                  Achieving a
target return on the Company’s capital, assets or stockholders’ equity;


 


·                  Maintaining or
achieving a target level of appreciation in the price of the Shares;


 


·                  Achieving or
maintaining a Share price that meets or exceeds the performance of specified
stock market indices or other benchmarks over a specified period;


 


·                  Achieving a
level of Share price, earnings or income performance that meets or exceeds
performance in comparable areas of peer companies over a specified period;


 


·                  Achieving
specified reductions in costs;


 


·                  Achieving
specified improvements in collection of outstanding accounts receivable or
specified reductions in write-offs;


 


·                  Achieving a
target days sales outstanding (DSO) level; and


 


·                  Achieving a
target level of cash flow from operations.


 


(b)           Stockholder Approval of
Performance Objectives.  The list of possible Performance Objectives
set forth in Section 5.3(a), above, and the other material terms of
Awards of Restricted Stock or Restricted Stock Units that are intended to
qualify as “performance-based compensation” under Section 162(m) of
the Code, shall be subject to reapproval by the Company’s stockholders at the
first stockholder meeting that occurs in 2011. 
No Award of Restricted Stock or Restricted Stock Units that is intended
to qualify as “performance-based compensation” under Section 162(m) of
the Code shall be made after that meeting unless stockholders have reapproved
the list of Performance Objectives and other material terms of such Awards, or
unless the vesting of the Award is made contingent on stockholder approval of
the Performance Objectives and other material terms of such Awards.


 


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(c)           Documentation of Performance
Objectives.  With respect to any Award, the Performance
Objectives shall be set forth in writing no later than 90 days after
commencement of the period to which the Performance Objective(s) relate(s) (or,
in the case of performance periods of less than one year, in no event after 25%
of such period has elapsed) and at a time when achievement of the Performance
Objectives is substantially uncertain. 
Such writing shall also include the period for measuring achievement of
the Performance Objectives, which shall be no less than three consecutive months
or greater than five consecutive years, as established by the Committee.  Once established by the Committee, the
Performance Objective(s) may not be changed to accelerate the settlement
of an Award or to accelerate the lapse or removal of restrictions on Restricted
Stock that otherwise would be due upon the attainment of the Performance
Objective(s).


 


(d)           Committee Certification. 
Prior to settlement of any Award that is contingent on achievement of
one or more Performance Objectives, the Committee shall certify in writing that
the applicable Performance Objective(s) and any other material terms of
the Award were in fact satisfied.  For
purposes of this Section 5.3(d), approved minutes of the Committee
shall be adequate written certification.


 


(e)           Negative Discretion.  The
Committee may reduce, but may not increase, the number of Shares deliverable or
the amount payable under any Award after the applicable Performance Objectives
are satisfied.


 


ARTICLE VI


STOCK OPTIONS


 


6.1           Terms of Option. Subject to the provisions of the Plan, the
type of Option, term, exercise price, vesting schedule and other conditions and
limitations applicable to each Option shall be as determined by the Committee
and shall be stated in the Award Agreement.


 


6.2           Type of Option.


 


(a)           Each Option shall be designated in the Award
Agreement as either an Incentive Stock Option or a Nonqualified Stock Option.


 


(b)           Neither the Company nor the Committee shall
have liability to a Participant or any other party if an Option (or any part
thereof) which is intended to be an Incentive Stock Option does not qualify as
an Incentive Stock Option.  In addition,
the Committee may make an adjustment or substitution described in Section 2.3
that causes the Option to cease to qualify as an Incentive Stock Option without
the consent of the affected Participant or any other party.


 


6.3           Limitations.


 


(a)           Maximum Term.  No
Option shall have a term in excess of eight (8) years measured from the
date the Option is granted.  In the case
of any Incentive Stock Option granted to a 10% Stockholder (as defined in Section 6.3(e)),
the term of such Incentive Stock Option shall not exceed five years measured
from the date the Option is granted.


 


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(b)           Minimum Exercise Price. 
Subject to Section 2.3(b), the exercise price per share of
an Option shall not be less than 100% of the Fair Market Value per Share on the
date the Option is granted.  In the case
of any Incentive Stock Option granted to a 10% Stockholder (as defined in Section 6.3(e)),
subject to Section 2.3(b), the exercise price per share of such
Incentive Stock Option shall not be less than 110% of the Fair Market Value per
Share on the date the Option is granted.


 


(c)           Repricing Prohibited.  Except as provided in Section 2.3, the Committee shall not
amend any outstanding Option to reduce its exercise price.  Further, the Committee shall not, without the
approval of the stockholders, cancel any Option and grant a new Option with a
lower exercise price such that the effect would be the same as reducing the exercise
price.


 


(d)           $100,000 Limit for Incentive
Stock Options.  Notwithstanding an Option’s designation, to
the extent that Incentive Stock Options are exercisable for the first time by
the Participant during any calendar year with respect to Shares whose aggregate
Fair Market Value exceeds $100,000 (regardless of whether such Incentive Stock
Options were granted under this Plan, the 2002 Plan, or any other plan of the
Company), such Options shall be treated as Nonqualified Stock Options.  For purposes of this Section 6.3(d),
Fair Market Value shall be measured as of the date the Option was granted and
Incentive Stock Options shall be taken into account in the order in which they
were granted in accordance with the requirements of the Code.


 


(e)           10% Stockholder.  For
purposes of this Section 6.3, a “10% Stockholder”
is an individual who, immediately before the date an Award is granted, owns (or
is treated as owning) stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company, determined under Section 424(d) of
the Code.


 


6.4           Form of Consideration.  The
Committee shall determine the acceptable form of consideration for exercising
an Option, including the method of payment. 
In the case of an Incentive Stock Option, the Committee shall determine
the acceptable form of consideration at the time of grant.  To the extent approved by the Committee, the
consideration for exercise of an Option may be paid in any one, or any
combination, of the forms of consideration set forth in subsections (a), (b),
(c), (d) and (e) below.


 


(a)           Cash Equivalent. 
Consideration may be paid by cash, check or other cash equivalent
approved by the Committee.


 


(b)           Tender or Attestation of
Shares.  Consideration may be paid by the tendering of
other Shares to the Company or the attestation to the ownership of the Shares
that otherwise would be tendered to the Company in exchange for the Company’s
reducing the number of Shares issuable upon the exercise of the Option.  Shares tendered or attested to in exchange
for Shares issued under the Plan may not be shares of Restricted Stock at the
time they are tendered or attested to. 
The Committee shall determine acceptable methods for tendering or
attesting to Shares to exercise an Option under the Plan and may impose such
limitations and prohibitions on the use of Shares to exercise Options as it
deems appropriate.  For purposes of
determining the amount of the Option price satisfied by tendering or attesting
to Shares, such


 


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Shares
shall be valued at their Fair Market Value on the date of tender or
attestation, as applicable.


 


(c)           Net-Exercise. 
Consideration may be paid by having the Company retain from the Shares
otherwise issuable upon the exercise of the Option a number of Shares having a
Fair Market Value equal to the exercise price of the Option (a “net-exercise”).  For purposes of determining the amount of the
Option price satisfied by retaining Shares, such Shares shall be valued at
their Fair Market Value on the date of exercise.


 


(d)           Broker-Assisted Cashless Exercise.  Consideration may be paid in
accordance with a cashless exercise program established with a securities
brokerage firm, as approved by the Committee.


 


(e)           Other Methods. 
Consideration may be paid using such other methods of payment as the
Committee, at its discretion, deems appropriate from time to time.


 


6.5           Exercise of Option.


 


(a)           Procedure for Exercise.  Any
Option granted hereunder shall be exercisable according to the terms of the
Plan and at such times and under such conditions as set forth in the Award
Agreement.  Each Option shall become
exercisable in four equal annual installments commencing on the first
anniversary of the date of grant, or in such other installments and at such
other intervals as the Committee may in any specific case otherwise
determine.  An Option shall be deemed
exercised when the Committee receives: (i) written or electronic notice of
exercise (in accordance with the Award Agreement) from the person entitled to
exercise the Option, (ii) full payment for the Shares (in a form permitted
under Section 6.4) with respect to which the Option is exercised
and (iii) provision for the full satisfaction of any tax withholding
obligations as provided for in Section 10.8 of the Plan.


 


(b)           Termination of Relationship as a
Service Provider.  Following a Participant’s Termination of
Service, the Participant (or the Participant’s Beneficiary, in the case of
Termination of Service due to death) may exercise his or her Option within such
period of time as is specified in the Award Agreement, subject to the following
conditions:


 


(i)            An Option may be exercised after the
Participant’s Termination of Service only to the extent that the Option was
vested as of the Termination of Service;


 


(ii)           An Option may not be exercised after the
expiration of the term of such Option as set forth in the Award Agreement;


 


(iii)          Unless a Participant’s Termination of Service
is the result of the Participant’s Disability, the Participant may not exercise
an Incentive Stock Option more than three months after such Termination of
Service;


 


(iv)          If a Participant’s Termination of Service is
the result of the Participant’s Disability, the Participant may exercise an
Incentive Stock Option up to 12 months after Termination of Service; and


 


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(v)           After the Participant’s death, his
Beneficiary may exercise an Incentive Stock Option only to the extent that that
the deceased Participant was entitled to exercise such Incentive Stock Option
as of the date of his death.


 


In
the absence of a specified time in the Award Agreement, the Option shall remain
exercisable for three months after the Participant’s Termination of Service for
any reason other than Disability or death, and for 12 months after the
Participant’s Termination of Service on account of Disability or death.


 


(c)           Rights as a Stockholder. 
Shares subject to an Option shall be deemed issued, and the Participant
shall be deemed the record holder of such Shares, on the Option exercise
date.  Until such Option exercise date,
no right to vote or receive dividends or any other rights as a stockholder
shall exist with respect to the Shares subject to the Option.  In the event that the Company effects a split
of the Shares by means of a stock dividend and the exercise price of, and
number of shares subject to, an Option are adjusted as of the date of
distribution of the dividend (rather than as of the record date for such
dividend), then a Participant who exercises such Option between the record date
and the distribution date for such stock dividend shall be entitled to receive,
on the distribution date, the stock dividend with respect to the Shares subject
to the Option.  No other adjustment shall
be made for a dividend or other right for which the record date is prior to the
date the Shares are issued.


 


6.6           Repurchase Rights.  The
Committee shall have the discretion to grant Options which are exercisable for
unvested Shares.  If the Participant
ceases to be a Service Provider while holding such unvested Shares, the Company
shall have the right to repurchase any or all of those unvested Shares at a
price per share equal to the lower of (i) the exercise price paid per
Share, or (ii) the Fair Market Value per Share at the time of
repurchase.  The terms upon which such
repurchase right shall be exercisable by the Committee (including the period
and procedure for exercise and the appropriate vesting schedule for the
purchased Shares) shall be established by the Committee and set forth in the
document evidencing such repurchase right.


 


ARTICLE VII


STOCK APPRECIATION RIGHTS


 


7.1           Terms of Stock Appreciation Right.  The
term, base amount, vesting schedule, and other conditions and limitations
applicable to each Stock Appreciation Right, except the medium of settlement,
shall be as determined by the Committee and shall be stated in the Award
Agreement.  No
Stock Appreciation Right shall have a term in excess of eight (8) years
measured from the date the Stock Appreciation Right is granted. Subject to Section 2.3(b),
the base price of a Stock Appreciation Right shall not be less than 100% of the
Fair Market Value per Share on the date the Award is granted.  All Awards of Stock Appreciation Rights shall
be settled in Shares issuable upon the exercise of the Stock Appreciation
Right.


 


7.2           Exercise of Stock Appreciation Right.


 


(a)           Procedure for Exercise.  Any
Stock Appreciation Right granted hereunder shall be exercisable according to
the terms of the Plan and at such times and under such conditions as set forth
in the Award Agreement.  Each Stock
Appreciation Right shall 


 


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become
exercisable in four equal annual installments commencing on the first
anniversary of the date of grant, or in such other installments and at such
other intervals as the Committee may in any specific case otherwise
determine.  A Stock Appreciation Right
shall be deemed exercised when the Committee receives written or electronic
notice of exercise (in accordance with the Award Agreement) from the person
entitled to exercise the Stock Appreciation Right.


 


(b)           Termination of Relationship as a
Service Provider.  Following a Participant’s Termination of
Service, the Participant (or the Participant’s Beneficiary, in the case of
Termination of Service due to death) may exercise his or her Stock Appreciation
Right within such period of time as is specified in the Award Agreement to the
extent that the Stock Appreciation right is vested as of the Termination of
Service.  In the absence of a specified
time in the Award Agreement, the Stock Appreciation Right shall remain
exercisable for three months following the Participant’s Termination of Service
for any reason other than Disability or death, and for 12 months after the
Participant’s Termination of Service on account of Disability or death.


 


(c)           Rights as a Stockholder. 
Shares subject to a Stock Appreciation Right shall be deemed issued, and
the Participant shall be deemed the record holder of such Shares, on the date
the Stock Appreciation Right is exercised. 
Until such date, no right to vote or receive dividends or any other
rights as a stockholder shall exist with respect to the Shares subject to the
Stock Appreciation Right.  If the Company
effects a split of the Shares by means of a stock dividend and the exercise
price of, and number of shares subject to, a Stock Appreciation Right are
adjusted as of the date of distribution of the dividend (rather than as of the
record date for such dividend), then a Participant who exercises such Stock
Appreciation Right between the record date and the distribution date for such
stock dividend shall be entitled to receive, on the distribution date, the
stock dividend with respect to the Shares subject to the Stock Appreciation Right.  No other adjustment shall be made for a
dividend or other right for which the record date is prior to the date the
Shares are issued.


 


ARTICLE VIII


RESTRICTED STOCK


 


8.1           Terms of Restricted Stock. 
Subject to the provisions of the Plan, the Period of Restriction, the
number of Shares granted, and other conditions and limitations applicable to
each Award of Restricted Stock shall be as determined by the Committee and
shall be stated in the Award Agreement; provided, however, that
the Period of Restriction, (i) if time-based, shall be not less than three
(3) years and (ii) if based on Performance Objectives, shall be not
less than one (1) year.  Unless the
Committee determines otherwise, Shares of Restricted Stock shall be held by the
Company as escrow agent until the restrictions on such Shares have lapsed.


 


8.2           Transferability. 
Except as provided in this Article VIII, Shares of
Restricted Stock may not be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated until the end of the applicable Period of
Restriction.


 


8.3           Other Restrictions.  The
Committee, in its sole discretion, may impose such other restrictions on Shares
of Restricted Stock as it may deem advisable or appropriate.


 


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8.4           Removal of Restrictions.  Except as otherwise provided in this Article VIII,
and subject to Section 10.6, Shares of Restricted Stock covered by
an Award of Restricted Stock made under the Plan shall be released from escrow,
and shall become fully transferable, as soon as practicable after the Period of
Restriction ends, and in any event no later than 21⁄2 months after the end of the
Tax Year in which the Period of Restriction ends.


 


8.5           Voting Rights. 
During the Period of Restriction, Participants holding Shares of
Restricted Stock granted hereunder may exercise full voting rights with respect
to those Shares, unless otherwise provided in the Award Agreement.


 


8.6           Dividends and Other Distributions. 
During the Period of Restriction, Participants holding Shares of
Restricted Stock shall be entitled to receive all dividends and other
distributions paid with respect to such Shares unless otherwise provided in the
Award Agreement.


 


(a)           If any such dividends or distributions are paid in Shares, the Shares
shall be subject to the same restrictions (and shall therefore be forfeitable
to the same extent) as the Shares of Restricted Stock with respect to which
they were paid.


 


(b)           If any such dividends or distributions are paid in cash, the Award
Agreement may specify that the cash payments shall be subject to the same
restrictions as the related Restricted Stock, in which case they shall be
accumulated during the Period of Restriction and paid or forfeited when the
related Shares of Restricted Stock vest or are forfeited.  Alternatively, the Award Agreement may
specify that the dividend equivalents or other payments shall be unrestricted,
in which case they shall be paid as soon as practicable after the dividend or
distribution date.  In no event shall any
cash dividend or distribution be paid later than 21⁄2 months after the Tax Year
in which the dividend or distribution becomes nonforfeitable.


 


8.7           Right of Repurchase of Restricted Stock.  If,
with respect to any Award, (i) a Participant’s Termination of Service occurs
before the end of the Period of Restriction or (ii) any Performance
Objectives are not achieved by the end of the period for measuring such
Performance Objectives, then the Company shall have the right to repurchase
forfeitable Shares of Restricted Stock from the Participant at their original
issuance price or other stated or formula price (or to require forfeiture of
such Shares if issued at no cost).


 


ARTICLE IX


RESTRICTED STOCK UNITS


 


9.1           Terms of Restricted Stock Units. 
Subject to the provisions of the Plan, the Period of Restriction, number
of underlying Shares, and other conditions and limitations applicable to each
Award of Restricted Stock Units shall be as determined by the Committee and
shall be stated in the Award Agreement; provided, however, that
the Period of Restriction, (i) if time-based, shall be not less than three
(3) years and (ii) if based on Performance Objectives, shall be not
less than one (1) year.


 


9.2           Settlement of Restricted Stock Units. 
Subject to Section 10.5, the number of Shares specified in
the Award Agreement, or cash equal to the Fair Market Value of the 


 


11

















 


underlying
Shares specified in the Award Agreement, shall be delivered to the Participant
as soon as practicable after the end of the applicable Period of Restriction,
and in any event no later than 21⁄2 months after the end of the Tax Year in which
the Period of Restriction ends.


 


9.3           Dividend and Other Distribution Equivalents.  The
Committee is authorized to grant to holders of Restricted Stock Units the right
to receive payments equivalent to dividends or other distributions with respect
to Shares underlying Awards of Restricted Stock Units.  The Award Agreement may specify that the
dividend equivalents or other distributions shall be subject to the same
restrictions as the related Restricted Stock Units, in which case they shall be
accumulated during the Period of Restriction and paid or forfeited when the
related Restricted Stock Units are paid or forfeited.  Alternatively, the Award Agreement may
specify that the dividend equivalents or other distributions shall be
unrestricted, in which case they shall be paid on the dividend or distribution
payment date for the underlying Shares, or as soon as practicable thereafter.  In no event shall any unrestricted dividend
equivalent or other distribution be paid later than 21⁄2 months after the Tax
Year in which the record date for the dividend or distribution occurs.


 


9.4           Forfeiture.  If, with respect to any Award,
(i) a Participant’s Termination of Service occurs before the end of the
Period of Restriction, or (ii) any Performance Objectives are not achieved
by the end of the period for measuring such Performance Objectives, then,
except as otherwise determined by the Committee, the Restricted Stock Units
granted pursuant to such Award shall be forfeited and the Company shall have no
further obligation thereunder.


 


ARTICLE X


ADDITIONAL TERMS OF AWARDS


 


10.1         Change in Control.


 


(a)           Effect.  Upon the occurrence of a Change in Control
(as defined below), each outstanding Award shall immediately become exercisable
or payable in full (if applicable, and whether or not then exercisable), and
any forfeiture and vesting restrictions thereon shall lapse.  Notwithstanding the foregoing, prior to a
Change in Control, to the extent consistent with the requirements of Section 409A
of the Code, the Committee may determine that, upon the occurrence of a Change
in Control, there shall be no acceleration of benefits under Awards or
determine that only certain or limited benefits under Awards shall be
accelerated and the extent to which they shall be accelerated, and/or establish
a different time in respect of such event for such acceleration.  In that event, the Committee will make
provision in connection with such transaction for the continuance of the Plan
and the assumption of Options and Awards theretofore granted, or the
substitution for such Options and Awards with new options and awards covering
the stock of a successor employer corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and
prices.  In addition, the Committee may
override the limitations on acceleration in this Section 10.1(a) by
express provision in the Award Agreement and may accord any Participant the
right to refuse any acceleration, whether pursuant to the Award Agreement or
otherwise, in such circumstances as the Committee may approve.  Any acceleration of Awards shall comply with
applicable regulatory requirements, including without limitation Sections 409A
and 422 of the Code.


 


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(b)           Defined.  For purposes of this Plan, a “Change in
Control” shall mean the first of the following to occur:


 


(i)            the purchase or other acquisition by
any Person (as defined below), directly or indirectly, of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
the Company’s securities, not including the securities beneficially owned by
such Person or any securities acquired directly from the Company or its
Affiliates, representing 50 percent or more on a single date or during any 12
month period of the combined voting power of the Company’s then outstanding
voting securities entitled to vote generally in the election of the Board;
provided, however, that if any Person has satisfied this requirement, the
acquisition of additional Company securities by the same Person shall be
construed as not triggering a Change of Control; and provided further, however,
that an increase in the percentage of voting securities owned by any Person as
a result of a transaction in which the Company acquires its voting securities
in exchange for property shall not be treated as an acquisition of the Company’s
voting securities for purposes of this Section 10.1(b);


 


(ii)           the consummation of a reorganization, merger, or consolidation
of the Company, if the Company’s stockholders, in combination with any trustee
or other fiduciary acquiring voting securities under an employee benefit plan
of the Company or an Affiliate as part of such transaction, do not, immediately
thereafter, own more than 50 percent of the combined voting power of the
reorganized, merged or consolidated Company’s then outstanding securities that
is entitled to vote generally in the election of the directors; provided, however,
that a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person acquires more than 50
percent of the combined voting power of the Company’s then outstanding
securities shall not be a Change of Control under this Section 10.1(b);


 


(iii)          during any period of two consecutive years, individuals who, as
of the beginning of such period, constitute the Board (the “Incumbent Board”)
cease to constitute at least a majority of the Board  (unless the reason for no longer constituting
a majority of the Board is because one or more directors is not re-elected
because of a failure to satisfy majority voting requirements in the Company’s
charter, bylaws or applicable policy); provided, that any person becoming a
director of the Company subsequent to the beginning of such period whose
election, or nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either an actual or
threatened election contest, including, but not limited to, a consent solicitation
relating to the election of directors of the Company and whose appointment or
election was not approved by at least a majority of the directors of the Company
in office immediately before any such contest; or


 


(iv)          the consummation of the sale or disposition by the Company of
all or substantially all of the Company’s assets, other than a sale or disposition
by the Company of all or substantially all of the Company’s assets to an entity



 


13

















 


where the outstanding
securities generally entitled to vote in the election of directors of the
Company immediately prior to the transaction continue to represent (either by
remaining outstanding or by being converted into such securities of the
surviving entity or any parent thereof) 50 percent or more of the combined
voting power of the outstanding voting securities of such entity generally
entitled to vote in such entity’s election of directors immediately after such
sale.


 


Notwithstanding the
foregoing, (x) in no event may there by more than one transaction or occurrence
treated as a “Change of Control” for purposes of this Plan and (y) to the
extent necessary to comply with the requirements of Section 409A of the
Code, a Change in Control shall only be deemed to occur if the Change in
Control is also a “change in the ownership or effective control of the
corporation or in the ownership of a substantial portion of the assets of the
corporation” within the meaning of Section 409A of the Code.


 


(c)           Other Terms.  For purposes of Section 10.1(b),
the following terms shall have the following meanings:


 


(i)            “Affiliate”
means any entity that directly or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with the Company as
determined by the Board in its discretion.


 


(ii)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(v)           “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of
the Exchange Act; provided,  however, that Person shall exclude (i) the
Company or any of its Affiliates, (ii) any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any of its
Affiliates, (iii) an underwriter temporarily holding securities pursuant
to an offering of such securities, and (iv) any corporation owned,
directly or indirectly, by the shareholders of the Company in substantially the
same proportion as their ownership of stock of the Company.


 


10.2         Transferability of Awards. 
Except as provided below, a Participant’s rights under an Award may not
be transferred or encumbered, except by will or by the laws of descent and
distribution or, in the case of Awards other than Incentive Stock Options,
pursuant to a qualified domestic relations order (as defined under Section 414(p) the
Code).  The Committee may provide, in an
Agreement for a Nonqualified Stock Option or Restricted Stock Award, for its
transferability as a gift to family members, one or more trusts for the benefit
of family members, or one or more partnerships of which family members are the
only partners, according to such terms as the Committee may determine; provided
that the Participant receives no consideration for the transfer and the
transferred Nonqualified Stock Option or Restricted Stock Award shall continue
to be subject to the same terms and conditions as were applicable to the
Nonqualified Stock Option or Restricted Stock Award immediately before the
transfer.


 


10.3         Effect of Termination of Employment or
Service.  The Committee shall establish in respect of
each Award granted to a Participant the effect of a termination of employment
or service on the rights and benefits thereunder and in so doing may make


 


14

















 


distinctions
based upon the cause of termination, e.g. retirement, early retirement,
termination for cause, disability or death. 
Notwithstanding any terms to the contrary in an Award Agreement or this
Plan, the Committee may decide in its complete discretion to extend the
exercise period of an Award (although not beyond the period described in Section 6.3(a))
and to accelerate the vesting or exercisability of any Award.


 


10.4         No Fractional Shares.  No
fractional shares of Common Stock shall be issued or delivered pursuant to the
Plan or any Award.  The Committee shall
determine whether cash shall be paid in lieu of fractional shares or whether
such fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.


 


10.5         No Effect on Employment or Service. 
Neither the Plan nor any Award shall confer upon a Participant any right
with respect to continuing the Participant’s relationship as a Service Provider
with the Company; nor shall they interfere in any way with the Participant’s
right or the Company’s right to terminate such relationship at any time, with
or without cause, to the extent permitted by Applicable Laws and any
enforceable agreement between the Service Provider and the Company.


 


10.6         Conditions On Delivery of Shares and Lapsing
of Restrictions.  The Company shall not be obligated to deliver
any Shares pursuant to the Plan or to remove restrictions from Shares
previously delivered under the Plan until (i) all conditions of the Award
have been met or removed to the satisfaction of the Committee, (ii) subject
to approval of the Company’s counsel, all other legal matters (including any
Applicable Laws) in connection with the issuance and delivery of such Shares
have been satisfied, and (iii) the Participant has executed and delivered
to the Company such representations or agreements as the Committee may consider
appropriate to satisfy the requirements of Applicable Laws.


 


10.7         Inability to Obtain Authority.  The
inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.


 


10.8         Withholding.  All distributions or payments
made with respect to an Award shall be net of any amounts required to be
withheld pursuant to applicable federal, state and local tax withholding
requirements.  The Company may require a
Participant to remit to it or to the subsidiary that employs a Participant an
amount sufficient to satisfy such tax withholding requirements prior to the
delivery of any certificates for Common Stock. 
In lieu thereof, the Company or the employing corporation shall have the
right to withhold the amount of such taxes from any other sums due or to become
due to the Participant as the Company shall prescribe.  The Committee may, in its discretion and
subject to such rules as it may adopt, permit a Participant to pay all or
a portion of the federal, state and local withholding taxes arising in
connection with any Award by electing to have the Company withhold shares of
Common Stock deliverable thereunder having a Fair Market Value that is not in
excess of the minimum statutory amount of tax to be withheld.


 


15

















 


10.9         Other Provisions.  In
addition to the provisions described in the Plan, any Award Agreement may
include such other provisions (whether or not applicable to the Award of any
other Participant) as the Committee determines appropriate, including
restrictions on resale or other disposition and provisions to comply with Applicable
Laws.


 


10.10       Section 16 of the Exchange Act.  It is the intent of the
Company that Awards and transactions permitted by Awards be interpreted in a
manner that, in the case of Participants who are or may be subject to Section 16
of the Exchange Act, qualify, to the maximum extent compatible with the express
terms of the Awards, for exemption from matching liability under Rule 16b-3
promulgated under the Exchange Act.  The
Company shall have no liability to any Participant or other person for Section 16
consequences of Awards or events in connection with Awards if an Award or
related event does not so qualify.


 


10.11       Not Benefit Plan Compensation.  Payments and other benefits
received by a Participant under an Award made pursuant to the Plan shall not be
deemed a part of a Participant’s compensation for purposes of determining the
Participant’s benefits under any other employee benefit plans or arrangements
provided by the Company, except where the Committee expressly provides
otherwise in writing.


 


ARTICLE XI


TERM, AMENDMENT AND TERMINATION OF PLAN


 


11.1         Term of Plan.  The
Plan shall become effective on the Effective Date.


 


11.2         Termination of the Plan.  The
Plan shall terminate upon the earliest to occur of (i) the date that is 10
years after the Plan is approved by the Company’s stockholders; (ii) the
date on which all Shares available for issuance under the Plan have been issued
as fully vested Shares; or (iii) the date determined by the Board pursuant
to its authority under Section 11.3.


 


11.3         Amendment of the Plan.  The
Board or the Committee may at any time amend, alter, suspend or terminate the
Plan, without the consent of the Participants or Beneficiaries.  The Company shall obtain stockholder approval
of any Plan amendment to the extent necessary to comply with Applicable Laws.


 


11.4         Effect of Amendment or Termination. 
Except as provided in Section 11.5 of the Plan, no
amendment, alteration, suspension or termination of the Plan shall impair the
rights of any Participant or Beneficiary under an outstanding Award, unless
required to comply with an Applicable Law or mutually agreed otherwise between
the Participant and the Committee; any such agreement must be in writing and
signed by the Participant and the Company. 
Termination of the Plan shall not affect the Committee’s ability to
exercise the powers granted to it hereunder with respect to Awards granted
under the Plan prior to the date of such termination.


 


11.5         Adjustments of Awards Upon the Occurrence of
Unusual or Nonrecurring Events.  The Committee may, in its sole discretion
(but subject to the limitations and conditions expressly stated in the Plan,
such as the limitations on adjustment of Performance Objectives),


 


16

















 


adjust
the terms and conditions of Awards during the pendency or in recognition of (i) unusual
or nonrecurring events affecting the Company (such as a capital adjustment,
reorganization or merger) or the financial statements of the Company, or (ii) any
changes in Applicable Laws or accounting principles.  By way of example, the power to adjust Awards
shall include the power to suspend the exercise of any Option or Stock
Appreciation Right.


 


ARTICLE XII


MISCELLANEOUS


 


12.1         Governing Law.  This
Plan, Awards granted hereunder and actions taken in connection with the Plan
shall be governed by the laws of the State of Delaware regardless of the law
that might otherwise apply under applicable principles of conflicts of laws.


 


12.2         Authorization of Sub-Plans.  The
Committee may from time to time establish one or more sub-plans under the Plan
for purposes of satisfying applicable blue sky, securities and/or tax laws of
various jurisdictions.  The Committee
shall establish such sub-plans by adopting supplements to this Plan containing (i) such
limitations as the Committee deems necessary or desirable, and (ii) such
additional terms and conditions not otherwise inconsistent with the Plan as the
Committee shall deem necessary or desirable. 
All sub-plans adopted by the Committee shall be deemed to be part of the
Plan, but each sub-plan shall apply only to Participants within the affected
jurisdiction and the Company shall not be required to provide copies of any
sub-plans to Participants in any jurisdiction which is not the subject of such sub-plan.


 


12.3         Expenses.  The costs of administering the
Plan shall be paid by the Company.


 


12.4         Severability.  If
any provision of the Plan or any Award Agreement is determined by a court of
competent jurisdiction to be invalid, illegal or unenforceable in any
jurisdiction, or as to any person or Award, such provision shall be construed
or deemed to be amended to resolve the applicable infirmity, unless the
Committee determines that it cannot be so construed or deemed amended without
materially altering the Plan or the Award, in which case such provision shall
be stricken as to such jurisdiction, person, or Award, and the remainder of the
Plan and any such Award shall remain in full force and effect.


 


12.5         Construction. 
Unless the contrary is clearly indicated by the context, (i) the
use of the masculine gender shall also include within its meaning the feminine
and vice versa; (ii) the use of the singular shall also include within its
meaning the plural and vice versa; and (iii) the word “include” shall mean
to include, but not to be limited to.


 


12.6         No Trust or Fund Created. 
Neither the Plan nor any Award Agreement shall create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship between
the Company and a Participant or any other person.  To the extent that any person acquires a
right to receive payments from the Company pursuant to an Award, such right
shall be no more secure than the right of any unsecured general creditor of the
Company.


 


17

















 


12.7         Headings.  Headings are given to the
sections and subsections of the Plan solely as a convenience to facilitate
reference.  Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.


 


12.8         Complete Statement
of Plan.  This document is a complete statement of the Plan.


 


18

















 


APPENDIX


 


As
used in the Plan, the following terms shall have the following meanings:


 


“10% Stockholder” has the meaning set forth in Section 6.3(e).


 


“2002 Plan” has the meaning set forth in Section 1.1.


 


“Acquired Company” has the meaning set forth in Section 2.1(e).


 


“Applicable Laws” means the requirements relating to,
connected with, or otherwise implicated by the administration of long-term
incentive plans under applicable state corporation laws, United States federal
and state securities laws, the Code, any stock exchange or quotation system on
which the Shares are listed or quoted, and the applicable laws of any foreign
country or jurisdiction where Awards are, or will be, granted under the Plan.


 


“Award” means, individually or collectively, a grant under
the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units, or other equity-based awards.


 


“Award Agreement” means a written agreement setting forth the
terms and provisions applicable to an Award granted under the Plan.  Each Award Agreement shall be subject to the
terms and conditions of the Plan.


 


“Beneficiary” means the personal representative of the
Participant’s estate or the person(s) to whom an Award is transferred
pursuant to the Participant’s will or in accordance with the laws of descent or
distribution.


 


“Board” means the board of directors of the Company.


 


“Code” means the Internal Revenue Code of 1986, as
amended.  Any reference to a section of
the Code herein shall be a reference to any regulations or other guidance of
general applicability promulgated under such section, and shall further be a
reference to any successor or amended section of such section of the Code that
is so referred to and any regulations thereunder.


 


“Committee” means the Compensation Committee of the Board,
which has been constituted by the Board to comply with the requirements of Rule 16b-3
promulgated under the Exchange Act, Section 162(m) of the Code,
and/or other Applicable Laws.


 


“Company” means Tetra Tech, Inc., a Delaware
corporation, or any successor thereto.


 


“Consultant” means any natural person, including an advisor,
engaged by the Company to render services to the Company.


 


“Director” means a member of the Board.


 


19

















 


“Disability” means total and permanent disability as defined
in Section 22(e)(3) of the Code.


 


“Effective Date” means November 14, 2005; provided
that the Plan and any Awards granted hereunder shall be null and void if the
Plan is not approved by the Company’s stockholders before any compensation
under the Plan is paid.


 


“Employee” means any person who is an employee, as defined in
Section 3401(c) of the Code, of the Company or any other entity the
employees of which are permitted to receive Incentive Stock Options under the
Code.  Neither service as a Director nor
payment of a director’s fee by the Company shall be sufficient to constitute “employment”
by the Company.


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended.


 


“Executive Officer” means an individual who is an “executive
officer” of the Company (as defined by Rule 3b-7 under the Exchange Act)
or a “covered employee” under Section 162(m) of the Code.


 


“Fair Market Value” means, with respect to Shares as of any
date the closing sale price per share of such Shares (or the closing bid, if no
sales were reported) as reported in The Wall Street Journal (Northeast
edition) or, if not reported therein, such other source as the Committee deems
reliable.


 


“Full-Value Awards” has the meaning set forth in Section 2.1(d).


 


“Incentive Stock Option” means an Option intended to qualify
as an incentive stock option within the meaning of Section 422 of the
Code.


 


“Nonqualified Stock Option” means an Option not intended to
qualify as an Incentive Stock Option.


 


“Option” means an option to purchase Shares that is granted
pursuant to Article VI of the Plan. 
An Option may be an Incentive Stock Option or a Nonqualified Stock
Option.


 


“Participant” has the meaning set forth in Section 4.1.


 


“Performance Objective” means a performance objective or goal
that must be achieved before an Award, or a feature of an Award, becomes
nonforfeitable, as described in Section 5.3 of the Plan.


 


“Period of Restriction” means the period during which
Restricted Stock, the remuneration underlying Restricted Stock Units or any
other feature of an Award is subject to a substantial risk of forfeiture.  A Period of Restriction shall be deemed to
end when the applicable Award ceases to be subject to a substantial risk of
forfeiture.


 


“Plan” has the meaning set forth in Section 1.1.


 


20

















 


“Restricted Stock” means Shares that, during a Period of
Restriction, are subject to restrictions as described in Article VIII
of the Plan.


 


“Restricted Stock Unit” means an Award that entitles the
recipient to receive Shares or cash after a Period of Restriction, as described
in Article IX of the Plan.


 


“Service Provider” means an Employee, Director or Consultant.


 


“Share” means a share of the Company’s common stock.


 


“Stock Appreciation Right” means an Award that entitles the
recipient to receive, upon exercise, the excess of (i) the Fair Market
Value of a Share on the date the Award is exercised, over (ii) a base
amount specified by the Committee which shall not be less than the Fair Market
Value of a Share on the date the Award is granted, as described in Article VII
of the Plan.


 


“Subsidiary” means any corporation or entity in which the
Company directly or indirectly controls fifty percent (50%) or more of the
total voting power of all classes of its stock having voting power, as determined
in accordance with the rules of Section 424(f) of the Code.


 


“Tax Year” means the Company’s taxable year.


 


“Termination of Service” means the date an individual ceases
to be a Service Provider.  Unless the
Committee or a Company policy provides otherwise, a leave of absence authorized
by the Company or the Committee (including sick leave or military leave) from
which return to service is not guaranteed by statute or contract shall be
characterized as a Termination of Service if the individual does not return to
service within three months; such Termination of Service shall be effective as
of the first day that is more than three months after the beginning of the
period of leave.  If the ability to
return to service upon the expiration of such leave is guaranteed by statute or
contract, but the individual does not return, the leave shall be characterized
as a Termination of Service as of a date established by the Committee or
Company policy.  Notwithstanding
anything contained herein to the contrary, to the extent necessary to comply
with Section 409A of the Code, all payments and benefits which are payable
upon a termination of employment hereunder shall be paid or provided only upon
those terminations of employment that constitute a “separation from service”
from the Company within the meaning of Section 409A of the Code.


 


21