JACOBS ENGINEERING GROUP INC.
1999 Stock Incentive Plan
The purpose of the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan (the "Plan") is to advance the
interests of Jacobs Engineering Group Inc. (the "Company") and its Related Companies (as defined in Section 2)
by encouraging and enabling the acquisition of a financial interest in the Company by officers and other employees
of the Company and its Related Companies. In addition, the Plan is intended to aid the Company and its Related
Companies in attracting and retaining employees, to stimulate the efforts of such employees and to strengthen
their desire to remain in the employ of the Company and its Related Companies.
Unless the context clearly indicates otherwise, the following terms, when used in this Plan, shall have the meanings
set forth in this Paragraph 2.
"Board of Directors" means the Board of Directors of the Company.
"Business Day" means a day on which the New York Stock Exchange is open for securities trading.
"Change in Control" shall mean, with respect to the Company, a change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities
Exchange Act of 1934, as amended ("1934 Act"), provided that such a change in control shall be deemed to
have occurred at such time as (i) any "person" (as that term is used in Sections 13(d) and 14(d)(2) of the 1934
Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of
securities representing 25% or more of the combined voting power for election of directors of the then
outstanding securities of the Company or any successor of the Company; (ii) during any period of two (2)
consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors of
the Company cease, for any reason, to constitute at least a majority of the Board of Directors o