Exhibit 10.20


 


TETRA TECH, INC.


 


RESTRICTED STOCK
AGREEMENT


 


	
  Participant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of Shares:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vested Shares

  	
   

  	
   

  
	
  (from continuous employment):

  	
   

  	
    % of Shares on each anniversary
  of Grant Date

  
	
   

  	
   

  	
   

  
	
  (if performance based):

  	
   

  	
   

  



 


This Restricted
Stock Agreement is between Tetra Tech, Inc., a Delaware corporation (the “Company”),
and you, the Participant named above, as an employee of the Company or one of
its Subsidiaries.


 


The Company
wishes to award to you shares of the Company’s Common Stock, $.01 par value
(the “Common Stock”), subject to certain restrictions as provided in this
Agreement, in order to carry out the purpose of the Tetra Tech, Inc. 2005
Equity Incentive Plan (the “Plan”).


 


Accordingly,
for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Company and you hereby agree as follows:


 


1.                                       Award
of Restricted Stock.


 


The Company
hereby grants to you, effective as of the Grant Date indicated above, an Award
of Restricted Stock for that number of shares of Common Stock indicated above (the
“Shares”), on the terms and conditions set forth in this Agreement and in
accordance with the terms of the Plan.


 


2.                                       Rights
with Respect to the Shares.


 


With respect
to the Shares, you shall be entitled effective as of the Grant Date to exercise
the rights of a stockholder of Common Stock of the Company, including the right
to vote the Shares and the right, subject to Section 8(b) below, to
receive dividends on the Shares, unless and until the Shares are forfeited
under Section 5 below. 
Notwithstanding the foregoing, you shall be subject to the transfer
restrictions in Section 6 below. 
Your rights with respect to the Shares shall remain forfeitable at all
times prior to the date or dates on which such rights become vested under this
Agreement.


 





















 


3.                                       Vesting.


 


Subject to the
terms and conditions of this Agreement, Shares shall become vested in the
amount or amounts set forth herein if you remain continuously employed by the
Company or a Subsidiary until the respective date or dates described in this
Agreement.  Vesting or becoming vested
entitles you to transfer your Shares, and to retain your Shares after
termination of employment with the Company or a Subsidiary, subject to Section 10
below.  Shares that vest under this
Agreement are referred to as “Vested Shares.”


 


4.                                       Change
in Control.


 


In the event
of a Change in Control while you are employed hereunder, all of your Shares, to
the extent then unvested, shall immediately prior to such Change in Control become
Vested Shares.  For purposes of this
Agreement, “Change in Control” shall have the meaning set forth in Section 10.1
of the Plan.


 


5.                                       Forfeiture.


 


Your rights to
Shares that become Vested Shares shall not be subject to forfeiture.  Your rights to Shares that are not Vested
Shares shall be immediately and irrevocably forfeited upon your termination of
employment, including the right to vote such Shares and the right to receive
cash dividends on such Shares as provided in Section 8(b) of this Agreement;
provided, however, that if your employment terminates due to
death or Disability, your Shares, to the extent not then vested, will
immediately become Vested Shares.  No
transfer by will or the applicable laws of descent and distribution of any Shares
which vest by reason of your death or Disability shall be effective to bind the
Company unless the Committee administering the Plan shall have been furnished
with written notice of such transfer and a copy of the will or such other
evidence as the Committee may deem necessary to establish the validity of the
transfer.


 


“Employment”
covered under this Agreement shall mean the performance of services for the
Company or a Subsidiary as an employee for federal income tax purposes.  You shall be deemed to have terminated
employment either upon an actual termination of service with the Company or a
Subsidiary, or at the time that the Subsidiary with which you are employed
ceases to be a Subsidiary under the terms of the Plan, provided that you are
not employed immediately thereafter by the Company.  Your employment with the Company or a
Subsidiary shall not be deemed to have terminated if you take any military
leave, sick leave or other bona fide leave of absence approved by the Company
or the Subsidiary, as applicable, regardless of whether pay is suspended during
such leave.


 


6.                                       Transfer
Restrictions.


 


Notwithstanding
anything to the contrary in Section 2 and 3 of this Agreement, the Shares
may not be sold, assigned, transferred, pledged or otherwise encumbered by you
(collectively, the “Transfer Restrictions”) during the period commencing on the
Grant Date and terminating at the end of the Restricted Period.  The Committee shall have the authority, in
its discretion, to accelerate the time at which any or all of the Transfer
Restrictions shall lapse with respect to any Shares, or to remove any or all
such restrictions, whenever the Committee may determine that such action is
appropriate by reason of any changes in circumstances occurring after the
commencement of the Restricted Period.


 


2





















 


7.                                       Issuance
and Custody of Certificates.


 


(a)                                  The Company shall cause the Shares to be
issued in your name, either by book-entry registration or issuance of a stock
certificate or certificates, which certificate or certificates shall be held by
the Company.  The Shares shall be
restricted from transfer during the Restricted Period and shall be subject to
an appropriate stop-transfer order.  If
any certificate is issued, the certificate shall bear an appropriate legend
referring to the restrictions applicable to the Shares.


 


(b)                                 If any certificate is issued, you shall be
required to execute and deliver to the Company a stock power or stock powers
relating to the Shares.


 


(c)                                  Upon vesting, the Company shall promptly
cause your Vested Shares (less any Shares that may have been withheld to pay
taxes) to be delivered to you, free of the restrictions and/or legend described
in Section 7(a) hereof, either by book-entry registration or in the
form of a certificate or certificates, registered in your name or in the names
of your legal representatives, beneficiaries or heirs, as applicable.


 


8.                                       Distributions
and Adjustments.


 


(a)                                  If
any Shares vest subsequent to any change in the number or character of the
Common Stock without additional consideration paid to the Company (through any
stock dividend or other distribution, recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of shares or otherwise), you shall then
receive upon such vesting the number and type of securities or other
consideration which you would have received if such Shares had vested prior to
the event changing the number or character of the outstanding Common Stock.


 


(b)                                 Unless
the Committee determines otherwise, payment of any cash dividend, additional
shares of Common Stock, any other securities of the Company and any other
property distributed with respect to the Shares shall be deferred until such
shares become Vested Shares (and shall be subject to forfeiture upon forfeiture
under Section 5 above of any unvested Shares to which such deferred
dividends relate).  Any deferred payments
under this Section 8(b) shall be held by the Company on your behalf
and, to the extent practicable, shall be reinvested in Common Stock.  The dividends allocable to the Shares shall
be paid to you (without interest) upon the vesting date for such shares.


 


9.                                       Taxes.


 


(a)                                  You acknowledge that you will consult with
your personal tax advisor regarding the federal, state and local tax
consequences of the grant of the Shares, payment of dividends on the Shares,
the vesting of the Shares and any other matters related to this Agreement.  You are relying solely on your advisors and
not on any statements or representations of the Company or any of its
agents.  You understand that you are
responsible for your own tax liability that may arise as a result of this grant
of the Shares or any other matters related to this Agreement.  You understand that Section 83 of the
Code treats as taxable ordinary income the fair market value of the Shares as
of the date the Shares vest hereunder. 
Alternatively, you understand that you may elect to be taxed at the time
the Shares are granted rather than when the Shares vest hereunder by filing an
election


 


3





















 


under Section 83(b) of the Code with the Internal Revenue
Service within 30 days from the Grant Date.


 


(b)                                 In order to comply with all applicable
federal, state or local income tax laws or regulations, the Company may take
such action as it deems appropriate to ensure that all income and payroll
taxes, which are your sole and absolute responsibility, are withheld or
collected from you at the minimum required withholding rate.


 


(c)                                  In accordance with the terms of the Plan, and
such rules as may be adopted by the Committee administering the Plan, you
may elect to satisfy any applicable tax withholding obligations arising from
the receipt of, or the lapse of restrictions relating to, the Shares (including
property attributable to the Shares described in Section 8(b) above)
by:


 


(i)                                     delivering cash (including check, draft,
money order or wire transfer made payable to the order of the Company),


 


(ii)                                  having the Company withhold a portion of the
Vested Shares having a Fair Market Value equal to the amount of such taxes, or


 


(iii)                               delivering
to the Company shares of Common Stock having a Fair Market Value equal to the
amount of such taxes.  The Company will
not deliver any fractional Share but will pay, in lieu thereof, the Fair Market
Value of such fractional Share.  Your
election must be made on or before the date that the amount of tax to be
withheld is determined.


 


10.                                 General
Provisions.


 


(a)                                  Interpretations.  This
Agreement is subject in all respects to the terms of the Plan.  A copy of the Plan is available upon your
request.  Terms used herein which are
defined in the Plan shall have the respective meanings given to such terms in
the Plan, unless otherwise defined herein. 
In the event that any provision of this Agreement is inconsistent with
the terms of the Plan, the terms of the Plan shall govern.  Any question of administration or
interpretation arising under this Agreement shall be determined by the
Committee administering the Plan, and such determination shall be final,
conclusive and binding upon all parties in interest.


 


(b)                                 Integrated Agreement.  This
Agreement and the Plan constitute the entire understanding and agreement between
you and the Company with respect to the subject matter contained herein and
supersedes any prior agreements, understandings, restrictions, representations,
or warranties between you and the Company with respect to such subject matter
other than those as set forth or provided for herein.


 


(c)                                  No Right to Employment. 
Nothing in this Agreement or the Plan shall be construed as giving you
the right to be retained as an employee of the Company or a Subsidiary.  In addition, the Company or a Subsidiary may
at any time dismiss you from employment free from any liability or any claim
under this Agreement, unless otherwise expressly provided in this Agreement.


 


(d)                                 Securities Matters.  The
Company shall not be required to deliver any Shares until the requirements of
any federal or state securities or other laws, rules or regulations
(including the


 


4





















 


rules of any securities exchange) as may be determined by the
Company to be applicable are satisfied.


 


(e)                                  Headings.  Headings are given to the
sections and subsections of this Agreement 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 this Agreement or any provision hereof.


 


(f)                                    Saving Clause.  If
any provision(s) of this Agreement shall be determined to be illegal or
unenforceable, such determination shall in no manner affect the legality or
enforceability of any other provision hereof.


 


(g)                                 Governing Law.  The
internal law, and not the law of conflicts, of the State of Delaware will
govern all questions concerning the validity, construction and effect of this
Agreement.


 


(h)                                 Benefit and Binding
Effect.  This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto, their
respective successors, permitted assigns, and legal representatives.  The Company has the right to assign this
Agreement, and such assignee shall become entitled to all the rights of the
Company hereunder to the extent of such assignment.


 


IN WITNESS
WHEREOF, the Company has executed this Agreement in duplicate as of the day and
year first above written.


 


 


	
   

  	
  TETRA TECH, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


 


Please indicate your acceptance of the terms and
conditions of this Agreement by signing in the space provided below and
returning a signed copy of this Agreement to the Company. IF A FULLY EXECUTED
COPY OF THIS AGREEMENT HAS NOT BEEN RECEIVED BY THE STOCK PLAN ADMINISTRATOR OF
THE COMPANY, THE COMPANY SHALL REVOKE ALL SHARES ISSUED TO YOU, AND AVOID ALL
OBLIGATIONS, UNDER THIS AGREEMENT.


 


The undersigned hereby accepts, and agrees to, all terms and provisions
of this Agreement.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Employee Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
					



 


5