Exhibit 4.4


 


SERIES A


 


 


OPTION AGREEMENT


 


No.                


 


Number of Shares Purchasable:                


TRC COMPANIES, INC.


 


OPTION (NON-ASSIGNABLE) TO PURCHASE COMMON STOCK


 


 


                Issued pursuant to the Restated
Stock Option Plan adopted on August 29, 1979 and amended on November 21, 1986,
October 28, 1994, October 25, 1996, May 6, 1998, October 27, 2000 and November
22, 2002.


________________________


 


                This
certifies that                       (the “Employee”), pursuant to a resolution of
the Compensation Committee of the Board of Directors of TRC Companies, Inc., a
Delaware Corporation (the “Company”), adopted on                   , and as ratified by such Board of Directors,
is hereby granted the option to purchase at the Option Price of                      per share all or any part of                     fully paid and non-assessable shares of the
Company’s Common Stock (par value of $0.10 per share), upon and subject to the
following terms and conditions:


 


                This
option and all rights to purchase shares hereunder shall expire ten years from
the date hereof.


 


                This
option and all rights shall not be assignable or transferable other than by
will or by the laws of descent and distribution, and, during the Employee’s
lifetime, shall be exercisable only by the Employee.


 


                This
option shall vest and be exercisable as to successive one-thirds (1/3) of the
total number of shares subject to this option as follows:


 


(a)                                  as
to one-third of the option shares, from and after                                ;


 


(b)                                 as to an
additional one-third of the option shares, from and after                                ; and


 


(c)                                  as to the final
one-third of the option shares, from and after                                .


 
















                Notwithstanding the foregoing paragraph, and subject to the termination
provisions of this option, this option can be exercised from and after the
date, if any, that:


 


                (a)           TRC publicly announces that it plans
to:


 


                                                                                                                                                                (i)            merge or consolidate with another entity, and as a result
thereof TRC will not be the surviving entity; or


 


                                                                                                                                                                (ii)           sell all or substantially all of its assets or all or
substantially all of the assets of its wholly-owned subsidiaries; or


 


                                                                                                (b)           a tender offer is announced for more
than twenty-five percent (25%) of TRC’s outstanding Common Stock.


 


                This
option has been granted pursuant to the Restated Stock Option Plan of the
Company (the “Plan”).


 


                This
option may be exercised from time to time by delivery to the Company of a duly
signed notice in writing to such effect together with this option certificate
for appropriate notation at the end hereof as to such exercise; provided,
however, that this option may not be exercised at any time when this option or
the granting or exercise hereof violates any law or governmental order or
regulation.


 


                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,
former employee or the legal representative of a former employee or the estate
of a former employee) 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.


 


                Payment
for the stock purchased pursuant to any exercise of this option shall be made
in full at the time of such exercise, in cash or by check payable to the order
of the Company.


 


                This
option shall terminate upon the occurrence of any of the following events:


 


(a)                                  Upon
termination of employment by reason of death, disability or retirement of the
Employee, provided that this option, to the extent then exercisable but
unexercised, may be exercised, in whole or in part, by the Employee, his or her
conservator or the executor or administrator of his or her estate, within one
year after the date of the death, disability or retirement of the Employee; or


 


2





















 


(b)                                 Upon termination
of employment of the Employee for neglect of duty or other cause, effective
immediately upon the first date on which the Employee is no longer an Employee
of the Company or a Subsidiary; or


 


(c)                                  Upon
termination of employment for a reason other than as provided in the foregoing
sub-paragraphs, (a) and (b) provided that this option, to the extent then
exercisable, but unexercised, may be exercised, in whole or in part, by the
Employee within thirty (30) days after the first date on which the Employee is
no longer an Employee of the Company or a Subsidiary; or


 


(d)                                 Upon the
merger, consolidation, dissolution or liquidation of the Company as provided
below and in Section 13 of the Plan.


 


                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 this option 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, the holder of this
option shall be entitled, upon the exercise of this option, to receive such
new, additional or other shares of stock of any class, or other property
(including cash), as such holder 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 such holder held the
shares of Common Stock being purchased upon exercise 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 this option shall be
appropriately adjusted.  The decision of
the Board of Directors of the Company as to all such adjustments, made in good
faith, shall be conclusive and binding upon the holder of this option.  This option 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 the Employee
or other holder of this option at least thirty (30) days’ prior written notice
of such effective date.


 


                Nothing
contained herein shall be construed to confer upon the Employee any right to be
continued in the employ of the Company or its Subsidiaries or to derogate from
any right of the Company or its Subsidiaries to retire, request the resignation
of or discharge the Employee (with or without pay) at any time, with or without
cause.


 


                The
Company may, without incurring any liability to the Employee or other holder of
this option, postpone the issuance and delivery of shares upon any exercise of
this option until requisite approval or consent of any governmental authority
having jurisdiction over the exercise of options or the issuance and sale of
the Common Stock shall have been secured or until any required registration of
such shares with any such governmental authority shall have become effective.  If requested by the Company, the holder
hereof upon exercise of this option shall make such representations and furnish
such information to the Company as may be appropriate to permit the Company to
issue such shares in compliance with the 


 


3





















 


provisions of the Securities Act of 1933, as
from time to time amended, or any other applicable law without registration of
such shares under such Act or other applicable law.


 


                This
option is issued pursuant to the provisions of the Restated Stock Option Plan
of the Company, the receipt of a copy of which the Employee acknowledges by his
acceptance hereof.  Nothing herein
contained, nor any act of the Company, its officers or directors not in
compliance with the Plan, shall in any way be deemed to alter or modify the
provisions of the Plan, and the provisions of said Plan shall in all respects
govern the assignment, transfer, or exercise of any rights under this
option.  A determination of the Board of
Directors of the Company, or any Committee appointed by the Board to administer
the Plan, as to any questions which may arise with respect to the
interpretation of the provisions of this option and of the Plan shall be
final.  Such Committee and the Board of
Directors of the Company may authorize and establish such rules, regulations
and revisions thereof not inconsistent with the provisions of the Plan, as may
be determined advisable.


 


                WITNESS
the seal of the Company and the signature of its duly authorized officer.


 


	
  Dated as of

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  TRC COMPANIES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Harold C. Elston, Jr.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ACCEPTED AND AGREED TO:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


4