Common use of Stock Options and Restricted Stock Awards Clause in Contracts

Stock Options and Restricted Stock Awards. Upon the occurrence of a Change of Control, subject to the Executive remaining employed by the Company on such date, all outstanding stock option awards shall vest in full and any restrictions or forfeiture provisions applicable to restricted stock awards shall lapse; provided, however, that if the Executive’s employment is terminated Other Than For Cause under the circumstances described in Section 6(d)(ii), any stock option and restricted stock awards held by the Executive that were unvested at the time of such termination shall become fully vested upon the occurrence of a Change of Control and shall be terminated in exchange for a payment determined under the procedures set forth in Section 2.3(b) of the Tetra Tech, Inc. 2005 Equity Incentive Plan. The lapse of such vesting, forfeiture, or other restrictions described in this Section 5 shall take place regardless of the satisfaction of any performance criteria. The Change of Control shall not extend the term or exercise period of any stock option. In the event of any conflict between the terms of this Agreement and the terms of any equity plan or individual agreement evidencing an equity award, the terms of this Agreement (including, but not limited to, the definition of “Change of Control”) shall govern. For avoidance of doubt, the unvested portion of any stock option or restricted stock awards held by the Executive prior to a Change of Control shall not be forfeited solely due to the Executive’s termination of employment Other Than For Cause to the extent required to provide the Executive with the benefits set forth in this Section 5.

Stock Options and Restricted Stock Awards. Upon the occurrence of a Change of Control, subject to the Executive remaining employed by the Company on such date, all outstanding stock option awards shall vest in full and any restrictions or forfeiture provisions applicable to restricted stock awards shall lapse; provided, however, that if the Executive’s employment is terminated Other Than For Cause under the circumstances described in Section 6(d)(ii), any stock option and restricted stock awards held by the Executive that were unvested at the time of such termination shall become fully vested upon the occurrence of a Change of Control [and shall be terminated in exchange for a payment determined under the procedures set forth in Section 2.3(b) of the Tetra Tech, Inc. 2005 Equity Incentive Plan. .] The lapse of such vesting, forfeiture, or other restrictions described in this Section 5 shall take place regardless of the satisfaction of any performance criteria. The Change of Control shall not extend the term or exercise period of any stock option. In the event of any conflict between the terms of this Agreement and the terms of any equity plan or individual agreement evidencing an equity award, the terms of this Agreement (including, but not limited to, the definition of “Change of Control”) shall govern. For avoidance of doubt, the unvested portion of any stock option or restricted stock awards held by the Executive prior to a Change of Control shall not be forfeited solely due to the Executive’s termination of employment Other Than For Cause to the extent required to provide the Executive with the benefits set forth in this Section 5. For purposes of this Agreement, references to restricted stock shall also include restricted stock units.