Form of Jacobs Engineering Group Inc. Non-Qualified Stock Option Agreement



 EXHIBIT 4.3 
 JACOBS ENGINEERING GROUP INC. 
 NONQUALIFIED STOCK OPTION AGREEMENT 
 (1999 Stock Incentive Plan) 
 This
Agreement is executed on ________, 20__ by and between JACOBS ENGINEERING GROUP INC., a Delaware corporation (the “Company”), and ________ (“Optionee”) pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive
Plan (the “Plan”). Unless the context clearly indicates otherwise, capitalized terms used in this Agreement, to the extent they are defined in the Plan, have the same meaning as set-forth in the Plan. 
 1. Stock Option 
 (a) The Company
hereby grants to Optionee the option (the “Option”) to purchase up to ____ shares of Jacobs Common Stock at a purchase price of $_____ per share, to be issued upon the exercise thereof in cumulative annual installments as follows:

 (i) An installment of 25% of the Option shall become exercisable one year following the date upon which this Option is
granted (the “Grant Date”), with additional installments of 25% becoming exercisable on each anniversary of the Grant Date so that the Option is fully exercisable at the end of four (4) years from the Grant Date. 
 (ii) No Option may be exercised in whole or in part prior to the one-year anniversary of the Grant Date. 
 (iii) No Option may be exercised in whole or in part after the expiration of seven years from the Grant Date. 
 (b) Schedule A to the Plan establishes the effects on an outstanding Option of the Optionee’s termination of employment, other changes of employment
or employer status, death, Disability, Retirement, or a Change in Control, and is hereby incorporated by reference. Notwithstanding the provisions of Schedule A to the Plan, the provisions of Paragraph 3, below, shall apply to this Option.

 2. Exercise of Option 
 (a) Each installment of this Option as set forth above may be exercised, in whole or in part, in one or more exercises, during the time periods stated above. This Option, or any exercisable portion thereof, may be exercised solely by
delivery to the Company of all of the following prior to the time when this Option or exercisable portion thereof, becomes unexercisable under Paragraph 1: 
 (i) Notice in writing signed by Optionee or another person then entitled to exercise this Option or portion, stating that this Option or portion is being exercised; and 
 (ii) Payment of the full purchase price of the Option. The purchase price may be paid in cash or, at the discretion of the Committee, by
the delivery or constructive exchange of shares of Jacobs Common Stock that have been owned by the Optionee for at least six months 








 
prior to the exercise, or a combination of cash and such shares having a total value equal to the option exercise price. Any shares so exchanged or assigned
shall be valued at their Fair Market Value, as defined in the Plan. 
 (iii) If this Option, or any exercisable portion of
this Option, is being exercised pursuant to Paragraph 4 hereof by any person or persons other than the Optionee, then proof, reasonably satisfactory to the Company, of the authority of such person or persons to exercise this Option or portion.

 (b) In no event may this Option be exercised in such a manner as to require the Company to issue fractional shares. 
 3. Effect of Engaging in Detrimental Activity 
 (a) For purposes of this Paragraph 3, “Detrimental Activity” means activity that is determined by the Committee, in its sole and absolute discretion, to be detrimental to the interests of the Company or any
of its Related Companies, including but not limited to situations where Optionee: (1) divulges trade secrets of the Company or any Related Company, proprietary data or other confidential information relating to the Company or any Related
Company or to the business of the Company or any Related Company, (2) enters into employment with a competitor of the Company or any Related Company under circumstances suggesting that Optionee will be using unique or special knowledge gained
as an employee of the Company or any Related Company to compete with the Company or any Related Company, (3) is convicted by a court of competent jurisdiction of any felony or of a crime involving moral turpitude, (4) uses information
obtained during the course of his or her employment by the Company or any Related Company for his or her own purposes, such as for the solicitation of business or the employees of the Company or any Related Company, (5) is determined to have
engaged (whether or not prior to termination due to Retirement) in either gross misconduct or criminal activity harmful to the Company or any Related Company, or (6) takes any action that harms the business interests, reputation, or goodwill of
the Company and/or any of its subsidiaries or Related Companies. 
 (b) If the Optionee’s employment is terminated in a manner that
results in the Optionee retaining an interest in the options granted hereunder beyond the date of termination, and if an allegation of Detrimental Activity by Optionee is made to the Committee, then the Committee may suspend the exercisability of
this Option for up to two months from its receipt of such allegation to permit an investigation of the allegation. 
 (c) If the Committee,
in its sole discretion, determines that the Optionee has engaged in Detrimental Activity, then all unexercised options granted hereunder shall expire forthwith. 
 4. Withholding Taxes 
 The payment of withholding taxes, if any, due upon the exercise of the Option
granted by this Agreement may be satisfied by instructing the Company to withhold from the shares of Jacobs Common Stock that would otherwise be issued and delivered to the Optionee upon exercise that number of shares, or a combination of cash and
shares so withheld, having a total value equal to the amount of income and withholding taxes due as determined by the Company. Any option shares so withheld shall be valued at their Fair Market Value, as defined in the Plan. Under no circumstances
can the Company be required to withhold from the shares of Jacobs Common Stock that would otherwise be issued and delivered to the Optionee upon exercise a 








 
number of shares having a total value that exceeds the amount of withholding taxes due as determined by the Company at the time of exercise. Optionee
acknowledges and agrees that the Company may delay any exercise of the options granted hereunder until the Optionee has made arrangements satisfactory to the Company to satisfy any tax withholding obligations of the Optionee. 
 5. Transferability of Options 
 The
rights of the Optionee under this Agreement shall not be assignable or transferable except by will or by the laws of descent and distribution. The rights of the Optionee under this Agreement shall not be assignable or transferable pursuant to a
qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder. During the lifetime of Optionee, this option shall be exercisable only by Optionee or, in the case of his or
her Disability, by his personal representative. 
 After the death of Optionee, any exercisable portion of this Option may, prior to the time
when such portion becomes unexercisable under the provisions of Paragraph 1(b), above, be exercised by the Optionee’s personal representative or by any person empowered to do so under court order, by will or the laws of descent and distribution
(such personal representative or other person empowered to act under court order is hereinafter referred to as a “Third Party”). The Optionee acknowledges and agrees that the Company may delay any exercise of the options granted hereunder
until it has received satisfactory proof of the Third Party’s right to exercise the options. 
 6. No Extensions Beyond Original
Expiration Date 
 Notwithstanding any suspension of an Option pursuant to Paragraph 3, or any delay in the exercise of an Option
pursuant to Paragraph 4 or 5, no Option may be exercised after the expiration date set forth in Paragraph 1(a). 
 7. Certain
Conditions To Issue Of Shares 
 No shares may be issued upon the exercise of this Option if, in the opinion of counsel for the Company, all then
applicable requirements of the Securities and Exchange Commission and any other regulatory agencies having jurisdiction and of any stock exchange upon which the shares of the Company may be listed are not fully met, and, as a condition of
Optionee’s exercise of this Option, Optionee shall take all such action as counsel may advise is necessary for Optionee to take to meet such requirements. 
 8. Employment 
 The rights granted to Optionee under this Agreement are conditioned upon the
agreement of Optionee to continue in the employ of the Company or of a Related Company for a period of at least one year after the date of this Agreement, and Optionee hereby so agrees and further agrees to render his services for such period for
such reasonable compensation as the Company may determine. 
 9. Miscellaneous Provisions 
 This Agreement is governed in all respects by the Plan, except as provided by the Plan, and applicable law. In the event of any inconsistency between the
terms of the Plan and this 








 
Agreement, the terms of the Plan shall prevail. Optionee shall have no rights as a shareholder with respect to shares covered by this Agreement until the
issuance of such shares. The Company shall not be obligated to make any adjustment for dividends or other rights for which the record date is prior to the date the shares are issued under this Agreement. This Agreement shall impose no obligation
upon Optionee to exercise this Option. Neither the grant nor award of an Incentive Award under the Plan constitutes an agreement of employment between the Employee and the Company or a Related Company. The receipt of an Incentive Award does not
constitute a right acquired by the recipient to any other form of compensation, or to any future benefit or compensation, or to participate in any other benefit plan or program sponsored by the Company or Related Company, or to receive additional
Incentive Awards under the Plan in the future. This Agreement shall impose no obligation on the Company or any Related Company to employ Optionee for any period. This Agreement shall be construed, administered and enforced according to the laws of
the State of California. 
 10. Code Section 409A 
 It is intended that the Option granted pursuant to this Agreement shall not constitute a “deferral of compensation” within the meaning of Section 409A of the Code and, as a result, shall not be subject
to the requirements of Section 409A. The Agreement is to be interpreted in a manner consistent with this intention. Notwithstanding any other provision in this Agreement, the Agreement may not be modified in a manner that would cause the Option
to become subject to Section 409A of the Code. 
 11. Certain Conditions To Issue Of Shares 
 By signing below, Optionee (1) agrees to the terms and conditions of this Agreement, and (2) confirms receipt of a copy of the Plan and all
amendments and supplements thereto. 
 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth above.

  

			
	JACOBS ENGINEERING GROUP INC.
		
	BY:	 	 
		
	TITLE:	 	 
		
	DATE:	 	 
	
	EMPLOYEE
		
		 	 
		
	DATE: