Exhibit 10.21


 


TETRA TECH, INC.


 


STOCK APPRECIATION RIGHTS
AGREEMENT


 


This Agreement made is made
between Tetra Tech, Inc. (the “Company”) and                                           
(referred to as “you” or “your”
throughout this Agreement).


 


In recognition of your
valuable services to the Company, the Company wishes to provide you with stock
appreciation rights (“SARs”) relating
to and associated with the Company’s common stock, par value $.01 per share (“Common Stock”), on the terms set forth in this Agreement:


 


1.                                      Grant, Subject to Terms of Plan.


 


Effective                                 
(the “Grant Date”), the Company grants you                         
SARs with a grant price of $            per SAR (the “Exercise
Price”).


 


The Company has granted these SARs subject to
all of the terms and conditions of the Company’s 2005 Equity Incentive Plan
(the “Plan”). 
This Agreement incorporates the Plan’s provisions as if set forth in
their entirety in this document.


 


A copy of the Plan is on file in the office of
the Secretary of the Company.


 


2.                                      Vesting in SARs. 
Except as described in any special attachment to this Agreement,
initially you have no vested interest in the SARs granted to you pursuant to
this Agreement.  However, if you continue
to be employed by the Company, you will be vested in 25% of the SARs granted
hereunder on each anniversary of the grant date.


 


Also, you will become fully vested in the SARs
covered by this Agreement regardless of your years of service upon any of the
following events:


 


(a)                                  Your “Disability” (as defined in the Plan);


 


(b)                                 Your death; or


 


(c)                                  A “Change of Control” of the Company (as
defined in the Plan).


 


The Committee retains the discretion to accelerate
vesting in any situation it deems appropriate.


 


Any SARs that have not become vested as of the date
you terminate employment with the Company for reasons other than your death or Disability
shall be forfeited, and you shall not be entitled to any payments in respect of
such forfeited SARs.


 


3.                                      Exercise of Vested SARs; Expiration
Date.   You may
elect to exercise any SAR once it has vested. 
Upon exercise you will receive the amount described in Section 4.  You may not elect to exercise fewer than         
vested SARs at a time unless it is for the balance of your vested SARs.


 





















 


Each vested SAR expires upon the first to occur
of the following:


 


(a)                                  The 8th anniversary of the Grant Date;


 


(b)                                 Ninety days after you involuntarily leave
the employ of the Company (but not
earlier than the last day for which you receive a severance payment); provided,
however, that each SAR shall expire immediately upon any involuntary
termination for Wrongful Conduct (as defined below).


 


(c)                                  Immediately after you voluntarily leave
the employ of the Company; provided, however, that:


 


(i)                                     If you retire from the Company, each SAR
shall expire on the earlier to occur of the anniversary of the Grant Date
specified above in 3(a) or one year from the date of your retirement; and


 


(ii)                                  If you die or become disabled while
employed with the Company, each SAR shall expire five years from the date of
your death or termination due to Disability.


 


(d)                                 Immediately upon the date you first
engage in Wrongful Conduct.  For purposes
of this Agreement, “Wrongful Conduct” means any activity inimical, contrary or
harmful to the interests of the Company, as determined in good faith by the
Company.  “Wrongful Conduct” shall
include, but shall not be limited to, the following:


 


(i)                                     competing, directly or indirectly (as an
owner, employee or agent), with any business of the Company,


 


(ii)                                  violating the Company’s Code of Conduct
or any other formal policy of the Company;


 


(iii)                               soliciting any present or future
employees of the Company to terminate or forego employment with the Company;


 


(iv)                              soliciting any present or future
customers of the Company to terminate or forego a business relationship with
the Company; or


 


(v)                                 disclosing or misusing any confidential
or proprietary information regarding, or trade secrets of, the Company.


 


4.                                      Determination of Amount Payable
to You.  Upon exercise or settlement of your SARs
(referred to as a “Settlement Date”),
you will receive a payment in Common Stock from the Company in an amount
determined by multiplying:


 


2





















 


(a)                                  the excess of the Fair Market Value of
one share of Common Stock on the Settlement Date over the Exercise Price,


 


by


 


(b)                                 the number of SARs exercised or settled.


 


The dollar amount so derived shall be divided by the
Fair Market Value of one share of Common Stock on the Settlement Date; and the
resulting number shall be the number of shares of Common Stock paid to
you.  Payment with respect to fractional
shares shall be made in cash.


 


5.                                      Timing of Payment. 
The amount determined pursuant to Section 4 shall be paid to you
(or in the event of your death, to your beneficiary or beneficiaries — which
you may designate by completing and returning the attached Exhibit A) in a
lump sum within 30 days from the Settlement Date.


 


6.                                      Restrictions on Transfer. 
The SARs granted hereunder are not transferable, except by designation
of a death beneficiary or beneficiaries on Exhibit A to this Agreement, by
will (in the event a beneficiary designation is not made or is for any reason
ineffective), the laws of descent and distribution, or pursuant to a domestic
relations order.


 


7.                                      No Guarantee of Employment. 
In consideration for the SARs granted to you hereunder, you agree to
perform faithfully and diligently the responsibilities and duties assigned to
you by the Company throughout the course of your employment. However, nothing
contained herein confers upon you any rights as a stockholder or confers on you
any right to continued employment with the Company or its Subsidiaries, or
interferes with the right of the Company or its Subsidiaries to terminate your
employment at any time.


 


8.                                      Governing Law.  This
Agreement shall be governed and construed in accordance with the laws of the
State of Delaware (regardless of the law that might otherwise govern under
applicable principles of conflict of laws).


 


9.                                      Severability. Whenever feasible, each provision of
this Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.


 


10.                               Successors and Assigns.  Except
as otherwise provided herein, this Agreement will bind and inure to the benefit
of the respective successors and permitted assigns of the parties hereto
whether so expressed or not.


 


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11.                               Amendment and Termination. 
This Agreement shall remain in full force and effect until payment has
been made for all unpaid vested SARs granted hereunder to you or either this
Agreement or the Plan is terminated, whichever first occurs.  The Company may unilaterally amend or
terminate the Plan and/or this Agreement at anytime, except that any such
amendment or termination shall not affect your rights to payment for any
previously unpaid then vested SARs, as shown on the records with respect to
your SAR account as of the effective date of such amendment or termination.


 


IN WITNESS WHEREOF, the Company has executed this
Agreement 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 SARS GRANTED TO YOU, AND AVOID ALL
OBLIGATIONS, UNDER THIS AGREEMENT.


 


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


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
					



 


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EXHIBIT A


 


BENEFICIARY DESIGNATION


 


Name
of Plan:                                                                                                                   


 


Your
Name


 


Date
this form is signed:


 


The following payees are designated to receive death payments from the
Plan:


 


Personal Payee as Direct Beneficiary


 


First
Name — Middle Initial — Last Name                  Relationship
to You                                      Date of Birth


 


 


 


Personal Payee as Contingent Beneficiary


 


First
Name — Middle Initial — Last Name                  Relationship
to You                                      Date of Birth


 


 


 


Trustee as Direct Beneficiary


 


 


 


Trustee as Contingent Beneficiary


 


 


 


Certification Statement:


 


By
signing this Beneficiary Designation form I hereby certify that I have read and
understand the terms of the Company’s 2005 Equity Incentive Plan and this Stock
Appreciation Rights Agreement.


 


 


	
   

  	
   

  
	
  Signature of Beneficiary