EXHIBIT 10.7
URS CORPORATION
NONSTATUTORY STOCK OPTION GRANT NOTICE
(1999 EQUITY INCENTIVE PLAN)
URS Corporation (the "Company"), pursuant to its 1999 Equity Incentive Plan (the
"Plan"), hereby grants to Optionholder a nonstatutory stock option to purchase
the number of shares of the Company's Common Stock set forth below. This option
is subject to all of the terms and conditions as set forth herein and in the
Stock Option Agreement, the Plan and the Notice of Exercise, all of which are
attached hereto and incorporated herein in their entirety.
Optionholder: _____________________________________
Date of Grant: _____________________________________
Vesting Commencement Date: _____________________________________
Number of Shares Subject to Option: _____________________________________
Exercise Price (Per Share): _____________________________________
Total Exercise Price: _____________________________________
Expiration Date: _____________________________________
VESTING SCHEDULE: 1/3rd of the shares vest on the first anniversary of the
Vesting Commencement Date.
1/3rd of the shares vest on the second anniversary of
the Vesting Commencement Date.
1/3rd of the shares vest on the third anniversary of the
Vesting Commencement Date.
PAYMENT: A. By one or a combination of the following methods
(described in the Stock Option Agreement):
1. By cash or check;
2. Pursuant to a Regulation T Program (a "same day sale"
program); or
3. By delivery of already-owned shares;
OR
B. By "net exercise" of the option in such manner as may be
expressly authorized by the Compensation Committee of
the Board of Directors.
ADDITIONAL TERMS/ACKNOWLEDGEMENTS: The undersigned Optionholder acknowledges
receipt of, and understands and agrees to, this Grant Notice, the Stock Option
Agreement and the Plan. Optionholder further acknowledges that as of the Date of
Grant, this Grant Notice, the Stock Option Agreement and the Plan set forth the
entire understanding between Optionholder and the Company regarding the
acquisition of stock in the Company and supersede all prior oral and written
agreements on that subject with the exception of (i) options previously granted
and delivered to Optionholder under the Plan, and (ii) the following agreements
only:
OTHER AGREEMENTS: _____________________________________
_____________________________________
URS CORPORATION OPTIONHOLDER:
By: ______________________ _________________________
Signature Signature
Title: ______________________ Date:_________________________
Date: ______________________
ATTACHMENTS: Stock Option Agreement, 1999 Equity Incentive Plan and Notice of
Exercise
ATTACHMENT I
-NONSTATUTORY STOCK OPTION AGREEMENT
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.
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 as follows:
(a) You may elect to make payment of the exercise price in any
manner PERMITTED BY YOUR GRANT NOTICE, which may include one or more of the
following:
(i) In cash or by check;
(ii) 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; or
(iii) 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.
(b) If and when expressly authorized by the Compensation Committee
of the Board of Directors and PERMITTED BY YOUR GRANT NOTICE, you may "net
exercise" your option in such manner as the Compensation Committee may
authorize, whereby the Company will deliver to you upon such exercise, subject
to withholding pursuant to Section 10 below, that number of shares equal to the
quotient of (i) the excess of the aggregate Fair Market Value of the number of
shares of Common Stock as to which your option is being exercised over the
aggregate exercise price of your option as to such number of shares, divided by
(ii) the Fair Market Value.
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;
(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
Grant.
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 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.