Exhibit 10.19


 


TETRA TECH, INC.


 


NOTICE OF GRANT OF STOCK OPTION


 


Tetra
Tech, Inc. (the “Company”) grants to the Participant an option to purchase
the number of shares of the Company’s common stock, par value $0.01 (“Shares”),
set forth below (the “Option”) under its 2005 Equity Incentive Plan (the “Plan”).  The Option is subject to all of the terms and
conditions set forth in this Notice and in the Stock Option Agreement attached
as Exhibit A (the “Stock Option Agreement”) and in the Plan, which
are incorporated herein by reference. 
Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Grant Notice and the Stock Option
Agreement.


 


	
  Participant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Total
  Number of Shares

  	
   

  	
   

  
	
  Subject
  to the Option:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exercise
  Price per Share:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  Expiration
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Type
  of Option:

  	
   

  	
  Nonqualified
  Stock Option

  
	
   

  	
   

  	
   

  
	
  Vesting
  Schedule:

  	
   

  	
  25%
  on each anniversary of the Grant Date

  



 


By
signing below, Participant agrees to be bound by the terms and conditions of
the Plan, the Stock Option Agreement and this Grant Notice.  Participant has reviewed the Stock Option
Agreement, the Plan and this Grant Notice in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Grant
Notice and fully understands all provisions of this Grant Notice, the Stock
Option Agreement and the Plan.


 


 


TETRA
TECH, INC.


 


	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Participant

  	
   

  



 





















 


EXHIBIT A


 


Stock Option Agreement


 


The
Company has granted to Participant an option under the Company’s 2005 Equity
Incentive Plan (the “Plan”) to purchase the number of Shares indicated in the
attached Stock Option Grant Notice (the “Grant Notice”).


 


ARTICLE 1


 


General


 


1.1                                 Defined Terms. Capitalized
terms not specifically defined herein shall have the meanings specified in the
Plan and the Grant Notice.


 


1.2                                 Incorporation of Terms of
Plan. The Option is subject to the terms and conditions of the Plan which
are incorporated herein by reference.


 


ARTICLE 2


 


Grant of Option


 


2.1                                 Grant of Option. In
consideration of Participant’s past and/or continued employment with or service
to the Company or a Subsidiary and for other good and valuable consideration,
effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”),
the Company irrevocably grants to Participant the Option to purchase any part
or all of an aggregate of the number of Shares set forth in the Grant Notice,
upon the terms and conditions set forth in the Plan and this Agreement.


 


2.2                                 Exercise Price. The exercise
price of the Shares subject to the Option shall be as set forth in the Grant
Notice, without commission or other charge.


 


2.3                                 Consideration to the Company. In
consideration of the grant of the Option by the Company, Participant agrees to
render faithful and efficient services to the Company and its Subsidiaries.
Nothing in the Plan or this Agreement shall confer upon Participant any right
to continue in the employ or service of the Company or any Subsidiary or shall
interfere with or restrict in any way the rights of the Company and its Subsidiaries,
which rights are hereby expressly reserved, to discharge or terminate the
services of Participant at any time for any reason whatsoever, with or without
cause, except to the extent expressly provided otherwise in a written agreement
between the Company or its Subsidiaries and a Participant.


 





















 


ARTICLE 3


 


Period of Exercisability


 


3.1                                 Commencement of
Exercisability.


 


(a)                                  Subject to Section 3.3,
the Option shall become vested and exercisable in such amounts and at such times
as are set forth in the Grant Notice.


 


(b)                                 No portion of the Option
that has not become vested and exercisable at the date of Participant’s
Termination of Service shall thereafter become vested and exercisable, except
as may be otherwise provided by the Committee or as set forth in a written
agreement between the Company and Participant.


 


3.2                                 Duration of Exercisability. The
installments provided for in the vesting schedule set forth in the Grant
Notice are cumulative. Each such installment that becomes vested and
exercisable pursuant to the vesting schedule set forth in the Grant Notice
shall remain vested and exercisable until it becomes unexercisable under Section 3.3.


 


3.3                                 Expiration of Option. The Option
may not be exercised to any extent by anyone after the first to occur of the
following events:


 


(a)                                  The expiration of eight (8) years
from the Grant Date;


 


(b)                                 The expiration of three
months from the date of Participant’s Termination of Service, unless such
termination occurs by reason of Participant’s death or Disability; or


 


(c)                                  The expiration of one year
from the date of Participant’s Termination of Service by reason of Participant’s
death or Disability.


 


ARTICLE 4


 


Exercise of Option


 


4.1                                 Person Eligible to Exercise. Except as
provided in Sections 5.2(b) and 5.2(c), during the lifetime
of Participant, only Participant may exercise the Option or any portion
thereof. After the death of Participant, any exercisable portion of the Option
may, prior to the time when the Option becomes unexercisable under Section 3.3,
be exercised by Participant’s personal representative or by any person
empowered to do so under the deceased Participant’s will or under the then
applicable laws of descent and distribution.


 


4.2                                 Partial Exercise. Any
exercisable portion of the Option or the entire Option, if then wholly
exercisable, may be exercised in whole or in part at any time prior to the time
when the Option or portion thereof becomes unexercisable under Section 3.3.


 


4.3                                 Manner of Exercise. The 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 the Option or such
portion thereof becomes unexercisable under Section 3.3:


 


(a)                                  An Exercise Notice
electronically or in writing signed by Participant or any other person then
entitled to exercise the Option or portion


 





















 


thereof, stating that the Option or portion thereof is thereby
exercised, such notice complying with all applicable rules established by
the Committee. Such notice shall be substantially in the form attached as Exhibit B
to the Grant Notice (or such other form as is prescribed by the Committee);


 


(b)                                 The receipt by the Company
of full payment for the Shares with respect to which the Option or portion
thereof is exercised, including payment of any applicable withholding tax,
which may be in one or more of the forms of consideration permitted under Section 4.4;
and


 


(c)                                  In the event the Option or
portion thereof shall be exercised under Section 4.1 by any person
or persons other than Participant, appropriate proof of the right of such
person or persons to exercise the Option.


 


4.4                                 Method of Payment. Payment of
the exercise price shall be by any of the following, or a combination thereof,
at the election of the Participant:


 


(a)                                  by cash, check
or other cash equivalent approved by the Committee;


 


(b)                                 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 must be held by the Service
Provider for at least six months prior to their tender or their attestation to
the Company and 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 Shares shall
be valued at their Fair Market Value on the date of tender or attestation, as
applicable;


 


(c)                                  by a special
sale and remittance procedure pursuant to which the Participant (or any other
person exercising the Option) shall concurrently provide irrevocable written
instructions (i) to a brokerage firm to effect the immediate sale of the
purchased Shares and remit to the Company, out of the sale proceeds available
on the settlement date, sufficient funds to cover the aggregate exercise price
payable for the purchased Shares plus all applicable taxes required to be withheld
by the Company and (ii) to the Company to deliver the certificates for the
purchased Shares directly to such brokerage firm in order to complete the sale
transaction; or


 


(d)                                 by using such
other methods of payment that the Committee, at its discretion, deems
appropriate from time to time.


 


4.5                                 Conditions to Issuance of
Stock Certificates. The Company shall not be required to issue or
deliver any Shares purchased upon the exercise of the Option or portion thereof
prior to fulfillment of all of the following conditions:


 


(a)                                  The completion of any
registration or other qualification of such Shares under any state or federal
law or under rulings or regulations of the Securities and Exchange Commission
or of any other governmental regulatory body, which the Committee shall, in its
absolute discretion, deem necessary or advisable;


 





















 


(b)                                 The receipt by the Company
of full payment for such Shares, including payment of any applicable withholding
tax, which may be in one or more of the forms of consideration permitted under Section 4.4;
and


 


(c)                                  The lapse of such reasonable
period of time following the exercise of the Option as the Committee may from
time to time establish for reasons of administrative convenience.


 


4.6                                 Rights as Stockholder. The holder of
the Option shall not be, nor have any of the rights or privileges of, a
stockholder of the Company in respect of any Shares purchasable upon the
exercise of any part of the Option unless and until such Shares shall have been
issued by the Company to such holder (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the
Company). No adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued, except as provided
in Section 2.3 of the Plan.


 


ARTICLE 5


 


Other Provisions


 


5.1                                 Administration. The Committee
shall have the power to interpret the Plan and this Agreement and to adopt such
rules for the administration, interpretation and application of the Plan
as are consistent therewith and to interpret, amend or revoke any such rules.


 


5.2                                 Option Not Transferable.


 


(a)                                  Subject to Section 5.2(b),
the Option may not be sold, pledged, assigned or transferred in any manner
other than by will or the laws of descent and distribution, unless and until
the Shares underlying the Option have been issued, and all restrictions
applicable to such Shares have lapsed.


 


(b)                                 Notwithstanding any other
provision in this Agreement, with the consent of the Committee, the Option may
be transferred to one or more members of the Participant’s immediate family, to
trusts for the benefit of such family members, or to partnerships in which such
family members are the only partners, or to limited liability companies in
which such family members are the only members (each a “Permitted Transferee”),
provided that the Permitted Transferee agrees in writing with the Company to be
bound by all of the terms and conditions of the Plan and this Option Agreement.


 


(c)                                  Unless transferred to a Permitted
Transferee in accordance with Section 5.2(b), during the lifetime
of Participant, only the Participant may exercise the Option or any portion
thereof. Subject to such conditions and procedures as the Committee may
require, a Permitted Transferee may exercise the Option or any portion thereof
during Participant’s lifetime. After the death of Participant, any exercisable
portion of the Option may, prior to the time when the Option becomes
unexercisable under Section 3.3, be exercised by Participant’s personal
representative or by any person empowered to do so under the deceased
Participant’s will or under the then applicable laws of descent and
distribution.


 





















 


5.3                                 Notices. Any notice to
be given under the terms of this Agreement to the Company shall be addressed to
the Company in care of the Secretary of the Company at 3475 E. Foothill
Boulevard, Pasadena, California 91107; and any notice to be given to
Participant shall be addressed to Participant at the address set forth in the
Company’s records. By a notice given pursuant to this Section 5.3,
either party may hereafter designate a different address for notices to be
given to that party.


 


5.4                                 Governing Law; Severability. This
Agreement shall be administered, interpreted and enforced under the laws of the
State of Delaware, without regard to the conflicts of law principles thereof.
Should any provision of this Agreement be determined by a court of law to be
illegal or unenforceable, the other provisions shall nevertheless remain
effective and shall remain enforceable.


 


5.5                                 Amendments. This
Agreement may not be modified, amended or terminated except by an instrument in
writing, signed by Participant or such other person as may be permitted to
exercise the Option pursuant to Section 4.1 and by a duly authorized
representative of the Company.


 


5.6                                 Successors and Assigns. The Company
may assign any of its rights under this Agreement to single or multiple
assignees, and this Agreement shall inure to the benefit of the successors and
assigns of the Company. Subject to the restrictions on transfer herein set
forth in Section 5.2, this Agreement shall be binding upon
Participant and Participant’s heirs, executors, successors and assigns.


 


5.7                                 Limitations Applicable to Section 16
Persons. Notwithstanding any other provision of the Plan or this Agreement, if
Participant is subject to Section 16 of the Exchange Act, the Plan, the
Option and this Agreement shall be subject to any additional limitations set
forth in any applicable exemptive rule under Section 16 of the Exchange
Act (including any amendment to Rule 16b-3 of the Exchange Act) that are
requirements for the application of such exemptive rule. To the extent
permitted by applicable law, this Agreement shall be deemed amended to the
extent necessary to conform to such applicable exemptive rule.


 


5.8                                 Entire Agreement. The Plan and
this Agreement (including all Exhibits hereto) constitute the entire agreement
of the parties and supersede in their entirety all prior undertakings and
agreements of the Company and Participant with respect to the subject matter
hereof.


 





















 


EXHIBIT B


 


Form of Exercise Notice


 


Effective
as of today,                          ,
200  , the undersigned (“Participant”) hereby elects to exercise
Participant’s option to purchase the number of shares of common stock specified
below (the “Shares”) of Tetra Tech, Inc., a Delaware corporation (the “Company”),
under the 2005 Equity Incentive Plan (the “Plan”) and the related Stock Option
Grant Notice and Stock Option Agreement (the “Option Agreement”). Capitalized
terms used herein without definition shall have the meanings given in the Plan
and, if not defined in the Plan, the Option Agreement.


 


	
  Grant
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number
  of Shares as to which Option is Exercised:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exercise
  Price per Share:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Total
  Exercise Price:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Certificate
  to be issued in name of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Payment
  delivered:

  	
   

  	
  $

  
	
  (representing
  the full exercise price for

  	
   

  	
   

  
	
  the
  Shares and any applicable withholding tax)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Form of
  Payment:

  	
   

  	
   

  
	
   

  	
   

  	
  (Please
  Specify)

  



 


Participant
acknowledges that Participant has received, read and understood the Plan and
the Option Agreement. Participant agrees to abide by and be bound by their
terms and conditions. Participant understands that Participant may suffer
adverse tax consequences as a result of Participant’s purchase or disposition
of the Shares. Participant represents that Participant has consulted with any
tax consultants Participant deems advisable in connection with the purchase or
disposition of the Shares and that Participant is not relying on the Company
for any tax advice.


 


	
  Participant

  	
   

  	
  Tetra
  Tech, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Accepted: