EXHIBIT
10.17


 


Tetra Tech, Inc.


Employee Stock Purchase Plan


(As amended through November 17,
2003)


 


 


Article 1


Purpose and Effective
Date


 


The purpose of the
Plan is to provide employment incentives for, and to encourage stock ownership
by, Employees of Tetra Tech, Inc. or any Subsidiary who maintains the Plan in
order to increase their proprietary interest in the success of the Company.


 


The original
effective date of the Plan was February 8, 1996.


 


 


Article 2


Definitions


 


Whenever
capitalized in the text, the following terms shall have the meanings set forth
below.


 


2.1          “Account”
shall mean the
account established pursuant to Section 3.5 below to hold a Participant’s
contributions to the Plan.


 


2.2          “Board”
shall mean the
Board of Directors of Tetra Tech, Inc.


 


2.3          “Code”
shall mean the
Internal Revenue Code of 1986, as amended from time to time.


 


2.4          “Committee”
shall mean the
Board of Tetra Tech, Inc. or a committee designated by the Board to administer
the Plan.  The Board may appoint and
remove members of the Committee at any time.


 


2.5          “Common
Stock” shall mean
the common stock of Tetra Tech, Inc.


 


2.6          “Company”
shall mean Tetra
Tech, Inc., a Delaware corporation, as well as any Subsidiary whose employees
participate in the Plan with the consent of the Board.


 


2.7          “Continuous
Employment” shall
mean uninterrupted employment with the Company.  Employment shall not be considered interrupted because of:


 


                                (a)           Transfers of employment between the
Company and a Subsidiary (or vice versa); transfers between a Subsidiary and
Subsidiary; or


 


                                (b)           Any Leave of Absence.


 


2.8          “Employee”
shall mean any
person employed by the Company.  This
term does not include members of the Board unless the Company employs them in a
position in addition to their duties as directors.


 


2.9          “Exchange
Act” shall mean
the Securities Exchange Act of 1934, as amended.


 


2.10        “Fair
Market Value” shall
be determined in accordance with the following rules.


 


(a)           If the Common Stock is admitted to
trading or listed on a national securities exchange, Fair Market Value shall be
the last reported sale price regular way, or if no such reported sale takes
place on that day, the average of the last reported bid and ask prices regular
way, in either case on the principal national securities exchange on which the
Common Stock is admitted to trading or listed.


 

















 


 


(b)           If not admitted to trading or listed
on any national securities exchange, Fair Market Value shall be the last sale
price on that day of the Common Stock reported on the NASDAQ National Market of
the NASDAQ Stock Market (“NASDAQ National Market”) or, if no such reported sale
takes place on that day, the average of the closing bid and ask prices on that
day.


 


(c)           If not included in the NASDAQ
National Market, Fair Market Value shall be the average of the closing bid and
ask prices of the Common Stock on that day reported by the NASDAQ Stock Market,
or any comparable system on that day.


 


(d)           If the Common Stock is not included
in the NASDAQ Stock Market or any comparable system, Fair Market Value shall be
the closing bid and ask prices on that day as furnished by any member of the
National Association of Securities Dealers, Inc. selected from time to time by
the Company for that purpose.


 


                If the markets were closed on
the day in question, Fair Market Value shall be determined as of the last
preceding day on which they were open.


 


2.11        “Leave
of Absence” shall
mean an unpaid leave of absence taken in accordance with the Company’s leave of
absence policy.  A Participant will not
be considered to have incurred a break in Continuous Employment because of a
Leave of Absence that does not exceed ninety (90) days.  If the Leave of Absence exceeds ninety (90)
days, the Participant will be deemed to have incurred a break in Continuous
Employment on the ninety-first (91st) day, unless statute or contract
guarantees the Participant’s rights to reemployment.


 


2.12        “Participant”
shall mean an
Employee who has been granted a Purchase Right under the Plan.


 


2.13        “Plan”
shall mean the
Tetra Tech, Inc. Employee Stock Purchase Plan.


 


2.14        “Purchase
Right” shall mean
a stock option granted pursuant to the Plan.


 


2.15        “Purchase
Right Period” shall
mean the period that begins on the first day on or after June 1st on which the
Company’s stock is traded and end on the last day on which the Company’s stock
is traded that occurs before the next June 1st.


 


2.16        “Stockholders”
shall mean the
holders of Common Stock.


 


2.17        “Subsidiary”
shall mean any
corporation (other than the Company) in an unbroken chain of corporations beginning
with the Company if each of the corporations (other than the last corporation
in the unbroken chain) owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in the chain.


 


 


Article 3


Eligibility and Participation


 


3.1          Eligibility.


 


(a)           All Regular Full-Time Employees and
all Regular Part-Time Employees of the Company (as those terms are defined in
Tetra Tech Policies and Procedures Number 13) who are regularly scheduled
to work at least twenty (20) hours per week are eligible to participate in the
Plan, provided they have completed at least three (3) months of Continuous
Employment prior to the first day of the applicable Purchase Right Period.


 


(b)           No Employee may be granted a Purchase
Right if the Employee would immediately thereafter own, directly or indirectly,
five percent (5%) or more of the combined voting power or value of all classes
of stock of the Company or of a Subsidiary. 
For this purpose, an Employee’s ownership interest shall be determined
in accordance with the constructive ownership rules of Code Section 424(d).


 


 


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3.2          Payroll
Withholding.


 


(a)           Employees who have satisfied the
eligibility conditions of Section 3.1 above may enroll as Participants by
executing prior to the commencement of each Purchase Right Period a form
provided by the Committee on which they designate the dollar amount (not a
percentage of compensation) to be deducted from their paychecks and contributed
to their Accounts for the purchase of Common Stock, which shall not be less
than twenty-five dollars ($25) per payroll period.


 


(b)           Once chosen, the rate of
contributions for a Purchase Right Period cannot be increased.  However, pursuant to rules and procedures
prescribed by the Committee, a Participant may make additional contributions to
make up any contributions that he or she failed to make while on a Leave of
Absence if the Participant returns to active employment and contributes those
amounts before the end of the Purchase Right Period.


 


3.3          Limitations.


 


(a)           Notwithstanding anything herein to
the contrary, a Participant may not accrue a right to purchase shares of Common
Stock under the Plan at a rate that exceeds five thousand dollars ($5,000) per
Purchase Right Period.


 


(b)           Furthermore, in no event may a
Participant accrue a right to purchase stock under the Plan and under all other
employee stock purchase plans described in Code Section 423 that are maintained
by the Company and its Subsidiaries at a rate that exceeds twenty-five thousand
dollars ($25,000) per calendar year.


 


(c)           The dollar limitations of this
Section 3.3 apply to the Fair Market Value of Common Stock determined at the
time the Purchase Right is granted.


 


3.4          Granting
of Purchase Rights.


 


(a)           Upon the Employee’s completion and
return of the enrollment form, the Committee will, at the commencement of the
Purchase Right Period, grant a Purchase Right to allow the Participant to
purchase the number of whole shares of Common Stock calculated by:


 


(i)             Multiplying the dollar amount of
the deduction designated by the Participant by the number of payroll periods in
the Purchase Right Period; and


 


(ii)            Dividing this sum by the Fair Market
Value of a share of Common Stock on the first day of the Purchase Right Period.


 


(b)           Notwithstanding the provisions of
Paragraph (a) above, the price at which each share covered by a Purchase Right
will be purchased will be the lesser of:


 


(i)            One hundred percent (100%) of the
Fair Market Value of a share of Common Stock on the first day of the applicable
Purchase Right Period; or


 


(ii)           Eighty-five percent (85%) of the Fair
Market Value of a share of Common Stock on the last day of that Purchase Right
Period.


 


(c)           Notwithstanding anything in this Plan
to the contrary, in no event can a Participant purchase more than twenty
thousand (20,000) shares of Common Stock in a single Purchase Right Period.


 


                3.5          Establishment of Accounts.


 


(a)           All amounts contributed by the
Participant to the Plan (by means of payroll withholding) will be deposited
into a separate Account maintained for the Participant.  No interest will be earned on those
contributions.


 


 


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(b)           A Participant may not withdraw any
amounts from his or her Account without terminating his or her Purchase Right
pursuant to Section 4.1 below.


 


3.6          Special
Rules for Acquisitions.  If the Company or a Subsidiary
acquires another entity, whether by means of the purchase of stock or assets
(“Acquired Entity”), the Board of Directors may (a) designate a special
Purchase Right Period for the employees of the Acquired Entity, and (b) may
treat service with the Acquired Entity as service with the Company for purposes
of the service requirement of Section 3.1(a). 
Any such treatment shall be made by means of resolutions of the Board of
Directors, and shall apply to all of the employees of the Acquired Entity.


 


3.7          Transfers
of Employment.  If an employee’s employment situation has
changed so that the individual is no longer entitled to participate in the Plan
(e.g., because of a reduction of hours worked), but his or her employment has
not been terminated, the Employee shall not be entitled to make any more
contributions to the Plan after the change in status, but may elect to leave
his or her prior contributions in the Plan to be used to purchase Common Stock
at the end of the Purchase Right Period.


 


                3.8          Suspension upon Hardship Withdrawal.


 


(a)           If a Participant
receives a distribution from a Section 401(k) plan maintained by the Company
(or any other entity affiliated with the Company under Code Section 414) on
account of a financial hardship (“Hardship Withdrawal”) and it is intended that
the Hardship Withdrawal satisfy the safe harbor contained in the Section 401(k)
regulations, the Participant shall be (i) considered to have withdrawn from the
Plan and (ii) precluded from making any contributions to this plan for at least
twelve (12) months.


 


(b)           The Committee shall prescribe such
rules and procedures, as it deems appropriate regarding suspensions pursuant to
this Section 3.8.


 


 


Article 4


Purchase Rights


 


4.1          Termination
of Purchase Rights.


 


(a)           Upon the termination of a Purchase
Right, all amounts held in the Participant’s Account shall be refunded to the
Participant.


 


(b)           A Participant may withdraw from the
Plan at any time prior to the last day of the Purchase Right Period by
submitting written notice to the Company. 
The Participant’s Purchase Right shall terminate upon his or her withdrawal
from the Plan.


 


(c)           A Purchase Right shall terminate
automatically if the Participant holding the Purchase Right ceases to be
employed by the Company for any reason (including by reason of an extended
Leave of Absence under Section 2.11 above) prior to the last day of the
Purchase Right Period.


 


(d)           Notwithstanding the provisions of
Paragraph (a) above, in the event that a Participant ceases making
contributions during a Purchase Right Period, the Participant may elect to
leave his or her prior contributions in the Plan to be used to purchase Common
Stock at the end of the Purchase Right Period. 
However, in no event can a Participant:


 


(i)            Reduce (but not eliminate) his or
her contributions during a Purchase Right Period; or


 


(ii)           Suspend his or her contributions and
recommence making them in the same Purchase Right Period, unless due to a Leave
of Absence.


 


 


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4.2          Exercise
of Purchase Rights.


 


(a)           Unless previously terminated,
Purchase Rights will be automatically exercised on the last day of the Purchase
Right Period.


 


(b)           Except as provided in Section 3.2(b)
above, payment for shares to be purchased at the termination of the Purchase
Right Period may only be made from funds accumulated through payroll deductions
made during the Purchase Right Period.


 


(c)           If the amount in the Participant’s
Account at the end of the Purchase Right Period is insufficient to purchase all
the shares covered by the Purchase Right granted to the Participant, those
funds will be used to purchase as many whole shares as possible.


 


(d)           If the balance of the Participant’s
Account on the date of purchase exceeds the purchase price of the whole number
of shares to be acquired, the surplus shall be applied to any subsequent
Purchase Right Period, unless the Participant elects to receive a refund in
accordance with rules and procedures prescribed by the Committee.  Of course, any funds remaining after the
last Purchase Right Period are automatically refunded to the Participant.


 


(e)           Stock certificates for the whole
number of shares of Common Stock will be distributed as soon as reasonably
possible following the date of the exercise of the Purchase Right.


 


4.3          Termination
Event.  The following provisions of this Section 4.3
shall apply, notwithstanding anything herein to the contrary.


 


(a)           A “Termination Event” shall be deemed
to occur as a result of:


 


(i)            A
transaction in which the Company will cease to be an independent publicly-owned
corporation; or


 


(ii)           A sale or other disposition of all or
substantially all of the assets of the Company.


 


(b)           All Purchase Rights shall be
automatically exercised immediately preceding the Termination Event.  In such an event, the consideration paid for
the Common Stock in the transaction shall be deemed to be the Fair Market Value
of the Common Stock on that date for purposes of Section 3.4(b)(ii) above.


 


4.4          Non-Transferability
of Purchase Rights.  A Purchase Right may not be assigned or
otherwise transferred by a Participant other than by will and the laws of
descent and distribution.  During the
lifetime of the Participant, only the Participant may exercise the Purchase
Right.


 


 


Article 5


Common Stock


 


5.1          Shares
Subject to Plan


 


(a)           The maximum number of shares of
Common Stock, which may be issued under the Plan, is two million, three-hundred
seventy-three thousand, two-hundred and ninety (2,373,290) shares, subject to
adjustment under Section 5.2 below.


 


(b)           If any outstanding Purchase Right is
terminated for any reason prior to its exercise, the shares allocable to the
Purchase Right may again become subject to purchase under the Plan.


 


(c)           The Common Stock subject to issue
under the Plan may be previously un-issued stock or may have been
reacquired by the Company in the open market (or otherwise).


 


 


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5.2          Adjustment
Upon Changes in Capitalization.  A
proportionate adjustment shall be made by the Committee in the number, price,
and kind of shares subject to outstanding Purchase Rights if the outstanding shares
of Common Stock are increased, decreased, or exchanged for different
securities, through reorganization, recapitalization, reclassification, stock
split, stock dividend, or other similar transaction not constituting a
Termination Event under Section 4.3 above.


 


 


Article 6


Plan Administration


 


6.1          Administration


 


(a)           The Committee shall administer the
Plan.  The Committee shall have
authority to:


 


(i)            Interpret the Plan;


 


(ii)           Prescribe rules and procedures
relating to the Plan; and


 


(iii)          Take all other actions necessary or
appropriate for the administration of the Plan.


 


(b)           A majority of the members of the
Committee shall constitute a quorum, and any action shall constitute the action
of the Committee if it is authorized by:


 


(i)            A majority of the members present at
any meeting; or


 


(ii)           All of the members in writing without
a meeting.


 


(c)           All decisions of the Committee shall
be final and binding on all Participants.


 


(d)           No member of the Committee shall be
liable for any action or inaction made in good faith with respect to the Plan
or any Purchase Right granted under it.


 


6.2          Indemnification.


 


(a)           To the maximum extent permitted by
law, the Company shall indemnify each member of the Committee and every other
member of the Board, as well as any other Employee with duties under the Plan,
against all liabilities and expenses (including any amount paid in settlement
or in satisfaction of a judgment) reasonably incurred by the individual in
connection with any claims against the individual by reason of the performance
of his or her duties under the Plan. 
This indemnity shall not apply, however, if:


 


(i)            It is determined in the action,
lawsuit, or proceeding that the individual is guilty of gross negligence or
intentional misconduct in the performance of those duties; or


 


(ii)           The individual fails to assist the
Company in defending against any such claim.


 


(b)           Notwithstanding the above, the
Company shall have the right to select counsel and to control the prosecution
or defense of the suit.  Furthermore, the
Company shall not be obligated to indemnify any individual for any amount
incurred through any settlement or compromise of any action unless the Company
consents in writing to the settlement or compromise.


 


 


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Article 7


Amendment
and Termination


 


7.1          Amendment
and Termination.  The Board may amend or terminate the Plan at
any time by means of written action, except with respect to any outstanding
Purchase Rights.  Furthermore, the Board
may elect to suspend or recommence the Plan following the end of any Purchase
Right Period.


 


7.2          Stockholder
Approval.


 


(a)           The Board shall issue no shares of
Common Stock under the Plan unless the Stockholders approve the Plan within
twelve (12) months before or after the date of the adoption of the Plan.


 


(b)           If the Stockholders do not approve
the Plan within the time period specified in Paragraph (a) above, the Plan and
all Purchase Rights issued under the Plan will terminate and all contributions
will be refunded to the Participants. 
The approval by the Stockholders must relate to:


 


(i)            The class of individuals who may be
Participants; and


 


(ii)           The aggregate number of shares to be
granted under the Plan.


 


If
either of those items is changed, approval of the Stockholders must again be
obtained.


 


 


Article 8


Miscellaneous Matters


 


8.1          Uniform
Rights and Privileges.  The rights and privileges of
all Participants under the Plan shall be the same.


 


8.2          Application
of Proceeds.  The proceeds received by the Company from
the sale of Common Stock pursuant to Purchase Rights may be used for any
corporate purpose.


 


8.3          Notice
of Disqualifying Disposition.  A Participant must notify the Company if
the Participant disposes of stock acquired pursuant to the Plan prior to the
expiration of the holding periods required to qualify for long-term capital
gains treatment on the sale.


 


8.4          No
Additional Rights.


 


(a)           Neither the adoption of this Plan nor
the granting of any Purchase Right shall:


 


(i)            Affect or restrict in any way the
power of the Company to undertake any corporate action otherwise permitted
under applicable law; or


 


(ii)           Confer upon any Participant the right
to continue to be employed by the Company, nor shall it interfere in any way
with the right of the Company to terminate the employment of any Participant at
any time, with or without cause.


 


(b)           No Participant shall have any rights
as a Stockholder with respect to the shares covered by a Purchase Right until
the time at which the Fair Market Value of the Common Stock is determined on
the last day of the Purchase Right Period in which the shares were purchased.


 


(c)           No adjustments will be made for cash
dividends or other rights for which the record date is prior to the date of the
exercise of the Purchase Right.


 


 


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8.5          Governing
Law.


 


(a)           The Plan and all actions taken under
it shall be governed by and construed in accordance with the laws of the State
of Delaware.


 


(b)           The provisions of this Plan shall be
interpreted in a manner that is consistent with this Plan satisfying the
requirements of Code Section 423.


 


 


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