Exhibit 10.2
URS CORPORATION
1999 EQUITY INCENTIVE PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
Pursuant to your Stock Option Grant Notice ("Grant Notice") and this
Stock Option Agreement, URS Corporation (the "Company") has granted you an
option under its 1999 Equity Incentive Plan (the "Plan") to purchase the number
of shares of the Company's Common Stock indicated in your Grant Notice at the
exercise price indicated in your Grant Notice. Defined terms not explicitly
defined in this Stock Option Agreement but defined in the Plan shall have the
same definitions as in the Plan.
The details of your option are as follows:
1. VESTING. Subject to the limitations contained herein, your option
will vest as provided in your Grant Notice, provided that vesting will cease
upon the termination of your Continuous Service. Notwithstanding the foregoing,
your option shall become vested and exercisable in its entirety in the event
that a Change in Control (as defined below) occurs with respect to the Company
prior to the termination of your Continuous Service. For purposes of this
Paragraph 1 only, "Change in Control" shall mean the occurrence of any of the
following events after the Date of Grant:
(a) A change in control of the Company required to be reported
pursuant to Item 6(e) of Schedule 14A of Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) A change in the composition of the Company's Board of Directors
(the "Board"), as a result of which fewer than two-thirds of the incumbent
directors were either (A) directors of the Company twenty-four (24) months prior
to such change or (B) elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of the directors who were directors of
the Company twenty-four (24) months prior to such change and who were still in
office at the time of the election or nomination; or
(c) Any person is or becomes the beneficial owner of securities of
the Company representing twenty percent (20%) or more of the Company's Base
Capital Stock. Notwithstanding the preceding clause:
(i) the beneficial ownership by a person of twenty percent
(20%) or more, but less than a majority, of the Base Capital Stock shall not
constitute a Change in Control if such beneficial ownership was acquired in the
ordinary course of such person's business and not with the purpose or effect of
changing or influencing the control of the Company and if such person is
eligible to file a short-form statement on Schedule 13G under Rule 13d-1 under
the Exchange Act with respect to such beneficial ownership;
32
(ii) the beneficial ownership by a person of twenty percent
(20%) or more of the Base Capital Stock directly as a result of a reduction in
the aggregate number of outstanding shares of Base Capital Stock shall not
constitute a Change in Control unless and until, subsequent to such reduction,
such person increases in any manner such person's beneficial ownership of Base
Capital Stock; and
(iii) the beneficial ownership by the RCBA Group of twenty
percent (20%) or more of the Base Capital Stock shall not constitute a Change in
Control unless and until either (a) the RCBA Group is or becomes the beneficial
owner of twenty percent (20%) or more of the Base Capital Stock, excluding from
the numerator for purposes of such calculation the RCBA Preferred Investment
Shares, (b) the RCBA Group is or becomes the beneficial owner of more than fifty
percent (50%) of the Base Capital Stock, including in the numerator for purposes
of such calculation the RCBA Preferred Investment Shares, or (c) a third person
not affiliated with the RCBA Group as of the date of this Agreement directly or
indirectly acquires control of the RCBA Group.
For purposes of this clause (c):
a. "Base Capital Stock" means the combined voting power of
the Company's then outstanding securities ordinarily (and apart from rights
accruing under special circumstances) having the right to vote at elections of
directors;
b. "Beneficial owner," "beneficial ownership" and "person"
have the meanings as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act;
c. "RCBA Group" means Xxxxxxx X. Xxxx & Associates, Inc.
("RCBA") and any person "affiliated" with RCBA (within the meaning of the
Exchange Act); and
d. "RCBA Preferred Investment Shares" means (i) shares of
the Company's Series B Preferred Stock, (ii) additional shares of Series B
Preferred Stock issued in payment of dividends on the Series B Preferred Stock,
(iii) shares of the Company's Common Stock issued upon the conversion of the
Series B Preferred Stock in accordance with its terms, and (iv) shares of other
securities of the Company issued in exchange for the Series B Preferred Stock in
accordance with its terms.
The definition of "Change in Control" contained in the Plan shall have no
application to the Award.
2. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common
Stock subject to your option and your exercise price per share referenced in
your Grant Notice may be adjusted from time to time for Capitalization
Adjustments, as provided in the Plan.
3. METHOD OF PAYMENT. Payment of the exercise price is due in full upon
exercise of all or any part of your option. You may elect to make payment of the
exercise price in cash or by check or in any other manner permitted by your
Grant Notice, which may include one or more of the following:
33
(a) In the Company's sole discretion at the time your option is
exercised and provided that at the time of exercise the Common Stock is publicly
traded and quoted regularly in The Wall Street Journal, pursuant to a same day
sale program developed under Regulation T as promulgated by the Federal Reserve
Board that, prior to the issuance of Common Stock, results in either the receipt
of cash (or check) by the Company or the receipt of irrevocable instructions to
pay the aggregate exercise price to the Company from the sales proceeds.
(b) Provided that at the time of exercise the Common Stock is
publicly traded and quoted regularly in The Wall Street Journal, by delivery of
already-owned shares of Common Stock either that you have held for the period
required to avoid a charge to the Company's reported earnings (generally six
months) or that you did not acquire, directly or indirectly from the Company,
that are owned free and clear of any liens, claims, encumbrances or security
interests, and that are valued at Fair Market Value on the date of exercise.
"Delivery" for these purposes, in the sole discretion of the Company at the time
you exercise your option, shall include delivery to the Company of your
attestation of ownership of such shares of Common Stock in a form approved by
the Company. Notwithstanding the foregoing, you may not exercise your option by
tender to the Company of Common Stock to the extent such tender would violate
the provisions of any law, regulation or agreement restricting the redemption of
the Company's stock.
4. MINIMUM EXERCISE. You may not exercise your option for less than one
hundred (100) shares of Common Stock at any one time, except that it may be
exercised for all of the Common Stock remaining subject to the option if fewer
than one hundred (100) shares remain. You may exercise your option only for
whole shares of Common Stock.
5. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, you may not exercise your option unless the shares of Common
Stock issuable upon such exercise are then registered under the Securities Act
or, if such shares of Common Stock are not then so registered, the Company has
determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of your option must also comply
with other applicable laws and regulations governing your option, and you may
not exercise your option if the Company determines that such exercise would not
be in material compliance with such laws and regulations.
6. TERM. You may not exercise your option before the commencement of
its term or after its term expires. The term of your option commences on the
Date of Grant and expires upon the earliest of the following:
(a) three (3) months after the termination of your Continuous
Service for any reason other than your retirement from the Company on or after
the date you attain age 65, Disability or death, provided that if during any
part of such three- (3-) month period you may not exercise your option solely
because of the condition set forth in the preceding paragraph relating to
"Securities Law Compliance," your option shall not expire until the earlier of
the Expiration Date or until it shall have been exercisable for an aggregate
period of three (3) months after the termination of your Continuous Service;
34
(b) three (3) years after your retirement from the Company, if such
retirement occurs on or after the date you attain age 65;
(c) twelve (12) months after the termination of your Continuous
Service due to your Disability;
(d) twelve (12) months after your death if you die either during
your Continuous Service or within three (3) months after your Continuous Service
terminates for any reason other than your retirement from the Company on or
after the date you attain age 65;
(e) the Expiration Date indicated in your Grant Notice; or
(f) the day before the tenth (10th) anniversary of the Date of
Xxxxx.
7. EXERCISE.
(a) You may exercise the vested portion of your option during its
term by delivering a Notice of Exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to such
other person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require.
(b) By exercising your option you agree that, as a condition to any
exercise of your option, the Company may require you to enter into an
arrangement providing for the payment by you to the Company of any tax
withholding obligation of the Company arising by reason of (1) the exercise of
your option or (2) the disposition of shares of Common Stock acquired upon such
exercise.
8. TRANSFERABILITY. Your option is not transferable, except by will or
by the laws of descent and distribution, and is exercisable during your life
only by you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party
who, in the event of your death, shall thereafter be entitled to exercise your
option.
9. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or
service contract, and nothing in your option shall be deemed to create in any
way whatsoever any obligation on your part to continue in the employ of the
Company or an Affiliate, or of the Company or an Affiliate to continue your
employment. In addition, nothing in your option shall obligate the Company or an
Affiliate, their respective shareholders, Boards of Directors, Officers or
Employees to continue any relationship that you might have as a Director or
Consultant for the Company or an Affiliate.
10. WITHHOLDING OBLIGATIONS.
(a) At the time you exercise your option, in whole or in part, or at
any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise
agree to make adequate provision for (including by means of a "cashless
exercise" pursuant to a program developed under Regulation T as
35
promulgated by the Federal Reserve Board to the extent permitted by the
Company), any sums required to satisfy the federal, state, local and foreign tax
withholding obligations of the Company or an Affiliate, if any, which arise in
connection with your option.
(b) Upon your request and subject to approval by the Company, in its
sole discretion, and compliance with any applicable conditions or restrictions
of law, the Company may withhold from fully vested shares of Common Stock
otherwise issuable to you upon the exercise of your option a number of whole
shares of Common Stock having a Fair Market Value, determined by the Company as
of the date of exercise, that satisfies federal, state, local and foreign tax
obligations of the Company and you; provided that the Company shall not withhold
shares of Common Stock at rates in excess of the minimum statutory withholding
rates imposed upon the Company for federal and state tax purposes if such
withholding would result in a charge to the Company's earnings for accounting
purposes. Any adverse consequences to you arising in connection with such share
withholding procedure shall be your sole responsibility.
(c) You may not exercise your option unless the tax withholding
obligations of the Company and/or any Affiliate are satisfied. Accordingly, you
may not be able to exercise your option when desired even though your option is
vested, and the Company shall have no obligation to issue a certificate for such
shares of Common Stock or release such shares of Common Stock from any escrow
provided for herein.
11. NOTICES. Any notices provided for in your option or the Plan shall
be given in writing and shall be deemed effectively given upon receipt or, in
the case of notices delivered by mail by the Company to you, five (5) days after
deposit in the United States mail, postage prepaid, addressed to you at the last
address you provided to the Company.
12. GOVERNING PLAN DOCUMENT. Your option is subject to all the
provisions of the Plan, the provisions of which are hereby made a part of your
option, and is further subject to all interpretations, amendments, rules and
regulations which may from time to time be promulgated and adopted pursuant to
the Plan. In the event of any conflict between the provisions of your option and
those of the Plan, the provisions of the Plan shall control.
36
