Exhibit
4.3


 


TRC
COMPANIES, INC.


 


RESTATED
STOCK OPTION PLAN


 


 


 


        The Stock Option Plan originally called
the “Stock Option Plan for Key Employees” (the “Plan”) was adopted by the Board
of Directors of TRC Companies, Inc., a Delaware corporation (the “Company”) on
August 29, 1979.


 


        1.         Purpose.  The purpose
of this Plan is to increase the interest in the welfare of the Company of those
individuals who bear the primary responsibility for the management, growth and
protection of the business of the Company, to furnish such individuals with an
incentive to continue their services to the Company, and to attract able
management personnel to the employ of the Company by enabling such individuals
to acquire a proprietary interest in the Company through the grant to such
individuals of options to purchase shares of the Company’s Common Stock.


 


        2.         Administration.  This
Plan shall be administered either by the full Board of Directors or by the
Compensation Committee (the “Committee”) of not less than three members of the
Board of Directors of the Company (the “Board”).  Reference herein to the Committee shall refer
either to the Committee or the Board.


 


        3.         Shares Subject to Plan. 
Options may be granted from time to time under this Plan providing for
the purchase of up to 5,490,250 shares of Common Stock, $0.10 par value per
share, of the Company (“Common Stock”), subject to adjustment pursuant to
Section 13, including such number of shares as may become available for
re-offering pursuant to Section 15.  For
the purposes of this Plan, shares of authorized and unissued Common Stock or
Common Stock reacquired by the Company and held in its treasury, as from time
to time determined by the Board, may be sold upon exercise of options granted
hereunder.


 


        4.         Eligible Personnel. 
Only those key employees and directors of the Company, its present
Subsidiaries, and any Subsidiary which the Company may organize or acquire, who
in the judgment of the Committee, bear the primary responsibility for the
management, growth and protection of the business of the Company and/or a
Subsidiary shall be eligible to be granted options under this Plan.  For the purposes of this Plan, the term
“Subsidiary” shall mean any Corporation, the stock of which possessing more
than 50% of the total combined voting power of all classes of stock is at the
time owned by the Company or another Subsidiary of the Company.


 


        5.         Restrictions on Eligibility. 
No option shall be granted under this Plan to any one individual if the
number of shares which are made the subject of options to such individual
exceeds in the aggregate 5% of the total number of shares of stock outstanding
at the time such option is granted.  No
individual shall be entitled to be granted in any 12-month period options to
purchase more than 100,000 shares of the Company’s Common Stock.


 





















 


        6.         Allotment of Shares. 
The Committee shall from time to time determine the key personnel of the
Company and its Subsidiaries to whom options may be granted under this Plan and
the number of shares of Common Stock to be offered to each by the grant of an
option.  The grant of an option to an
eligible person under this Plan shall not be deemed either to entitle such
person to, or to disqualify such person from, participation in any other grant
of options under this Plan.


 


        7.         Grant of Option. 
Grants of options under this Plan shall be made only by resolutions
adopted by the Committee whose written reports shall be duly filed with the
Minutes of Board meetings.  The grant of
such options shall be evidenced by such Committee resolutions and, in addition,
by Option Agreements.  The grant of an
option under this Plan shall commence to have legal force and effect at the
time of adoption by the Committee of the resolutions making the grant, and the
person to whom such option is granted shall become a participant in this Plan
at such time.  Such resolutions of the
Committee shall specify, subject to Sections 8, 9 and 10 hereof, the option
price and the time period or periods over which the option may be exercised.


 


        8.         Option Price and Proceeds from Sale of Shares.  The price at which shares of Common Stock may
be purchased upon the exercise of an option granted under this Plan shall not
be less than the fair market value of the Common Stock of the Company on the
date such option is granted nor less than the par value of the Common
Stock.  The fair market value of the
Common Stock on the date of grant shall be the mean between the bid and asked
prices for the Common Stock on such date if the Common stock is traded in the
over-the-counter market, or the closing price of the Common Stock on such date
if the Common Stock is traded on a national securities exchange.


 


        9.         Option Period.  The
period for exercising an option granted under this Plan shall not exceed ten
(10) years from the date the option is granted.


 


        10.       Termination of Options. 
All rights to exercise an option granted under this Plan shall terminate
upon the conditions specified in the Option Agreement evidencing such option.


 


        11.       Payment.  Full payment
of the purchase price for shares purchased upon the exercise, in whole or in
part, of an option granted under this Plan, shall be made at the time of such
exercise.  No such shares shall be issued
or transferred to a participant until full payment therefor has been made, and
a participant shall have none of the rights of a shareholder until shares are
issued or transferred to him.  In
addition, as a further condition of issuance or transfer of shares upon
exercise of an option to the person exercising the option, such person (whether
an employee or director, former employee, or the legal representative of a
former employee or director, or the estate of a former employee or director)
must pay to the Company the amount of money that the Company or any Subsidiary
is legally required to withhold for Federal or state tax purposes, as
determined by the Company or such Subsidiary, on account of the income to be
realized upon exercise of the option by the holder of the option.


 


        12.       Registration of Shares. 
The Company intends, but shall not be obligated, to register the  shares included in the Plan on Form S-8 under
the Securities Act of 1933, as amended. 
However, if requested by the Company, the optionee upon exercise of any
option shall make 


 


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such
representations and furnish such information to the Company as may be necessary
or appropriate to permit the Company to issue such shares in compliance with
the provisions of the Securities Act of 1933, as amended, or with any other
applicable law without registration under such Act or other applicable
law.  In such event, the certificate for
shares purchased upon exercise of any option issued pursuant to the Plan shall
bear a legend to the effect that such shares have not been registered pursuant
to the Securities Act of 1933 and cannot be transferred unless so registered or
upon delivery to the Company of an opinion of counsel satisfactory to it that
such registration is not required.  In no
event shall shares be issued pursuant to an option if any requisite approval or
consent of any governmental authority having jurisdiction over the exercise of
options or the issue and sale of the Common Stock shall not have been secured
or if any required registration of such shares with any governmental authority
is not in effect.  The Company may,
without incurring any liability to the holder of the option, delay the issuance
of such shares until such approval or consent has been secured or until such
registration is effective.


 


        13.       Changes in Capital Structure, etc.  In the event of the payment of any dividend
payable in, or the making of any distribution of, stock of the Company to
holders of record of Common Stock of the Company during the period that any
option granted under this Plan is outstanding or in the event of any stock
split, combination of shares or recapitalization of the authorized capital
stock of the Company during such period, participants shall be entitled, upon
the exercise of any unexercised options held by them, to receive such new,
additional or other shares of stock of any class, or other property (including
cash), as they would have been entitled to receive as a matter of law in
connection with such payment, distribution, stock split, combination or
recapitalization, as the case may be, had they held the shares of Common Stock
being purchased upon exercise of such options on the record date set for such
payment or distribution or on the date of such stock split, combination or
recapitalization, and the option price under any such option shall be
appropriately adjusted.  In case any such
event shall occur during the term of this Plan, the number of shares that may
be optioned and sold under this Plan, as provided in Section 3, shall be
appropriately adjusted.  The decision of
the Board as to all such adjustments, made in good faith, shall be conclusive
and binding upon the holders of options granted under this Plan.  Options granted pursuant to this Plan shall
terminate upon the effective date of the merger or consolidation of the Company
into another corporation in which event the Company is not the surviving
corporation, or the dissolution or liquidation of the Company.  The Company shall give holders of such
options at least thirty (30) days prior written notice of such effective date.


 


        14.       Non-Transferability. 
The Committee shall have the discretion to grant options which are
transferable, but may also in their discretion place limits on the
transferability of options granted.


 


        15.       Re-Offering of Shares. 
Any shares of Common Stock which, by reason of the expiration or
termination of an option, are no longer subject to purchase pursuant to an
option granted under this Plan shall be available for re-offering under this
Plan.


 


        16.       Interpretation.  The
Committee shall interpret this Plan and prescribe, amend or rescind rules and
regulations relating to this Plan and make any and all other determinations
necessary or advisable for the administration of this Plan.


 


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        17.       Amendment of the Plan. 
The Board may terminate or discontinue this Plan at any time and may
suspend this Plan or amend or modify this Plan in any respect at any time or
from time to time, provided that no action of the Board or Shareholders may,
without the consent of a participant, alter or impair the rights of such
participant under any option previously granted under this Plan to such
Participant.


 


        18.       Effect of the Plan, etc. 
Neither the adoption of this Plan nor any action of the Committee in determining
a person as eligible for the grant of an option or otherwise shall be deemed to
give a person any right to be granted an option to purchase Common Stock of the
Company or any other rights hereunder unless and until the Committee shall have
adopted a resolution granting such person an option, and then only to the
extent and on such terms and conditions as may be set forth in such resolution.


 


        19.       Options Granted Prior to Amendment of Plan.  Notwithstanding any amendments to or
modification of this Plan made after the granting of any option under this
Plan, such option, including the validity thereof and the effective date of
grant thereof, shall be governed by the provisions of this Plan as in effect on
the date of grant thereof.


 


WITNESS the Seal of
the Company and the signatures of its duly authorized officers.


 


Dated
as of November 22, 2002 and as subsequently amended.


 


	
   

  	
  TRC COMPANIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  s/s Richard D. Ellison

  
	
   

  	
   

  	
  Chairman, President and

  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Seal)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  s/s
  Martin H. Dodd

  	 

	
  Vice
  President, Secretary

  	 

	
  and
  General Counsel

  	 

				



 


 


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