JACOBS ENGINEERING GROUP INC.
1999 STOCK INCENTIVE PLAN
(As Amended and Restated)
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.
“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 of the Company, unless the election or
nomination for election of each new director was approved by a vote of a