Stock Purchase and Stock Option Plans

Broad-Based, Employee Stock Purchase Plans

The 1989 ESPP and the GESPP are employee stock purchase plans under which employees are granted the right to purchase shares of the common stock of Jacobs at a discount that is limited to 5% of the per-share market value on the day shares are sold to employees.

The following table summarizes the stock issuance activity under the 1989 ESPP and the GESPP during each of the last three fiscal years:



	2013		2012		2011
Aggregate Purchase Price Paid for Shares Sold:
Under the 1989 ESPP	$	30,012,848	$	32,236,660	$	31,887,660
Under the GESPP	3,068,578		2,944,987		2,894,302
Total	$	33,081,426	$	35,181,647	$	34,781,962
Aggregate Number of Shares Sold:
Under the 1989 ESPP	642,675		853,819		771,818
Under the GESPP	64,963		76,360		69,386
Total	707,638		930,179		841,204

At September 27, 2013, there were 2,414,021 shares reserved for issuance under the 1989 ESPP and 272,068 shares reserved for issuance under the GESPP.

Stock Incentive Plans

We also sponsor the 1999 SIP and the 1999 ODSP. The 1999 SIP provides for the issuance of incentive stock options, nonqualified stock options, share appreciation rights ("SAR"), restricted stock, and restricted stock units to employees. The 1999 ODSP provides for awards of shares of common stock, restricted stock, and restricted stock units, and grants of nonqualified stock options to our outside (i.e., nonemployee) directors. The 1999 SIP and the 1999 ODSP (together, the “1999 Plans”) replaced the1981 Plan. The following table sets forth certain information about the 1999 Plans:



	1999 SIP	1999 ODSP	Total
Number of shares authorized	25,600,000	800,000	26,400,000
Number of remaining shares reserved for issuance at September 27, 2013	9,456,344	389,625	9,845,969
Number of shares relating to outstanding stock options at September 27, 2013	4,356,712	249,500	4,606,212
Number of shares available for future awards:
At September 27, 2013	5,099,632	140,125	5,239,757
At September 28, 2012	446,994	188,625	635,619

Effective September 28, 2012, all grants of shares under the 1999 SIP are issued on a fungible share basis. An award of an option or SAR counts as 1 share issued under the 1999 SIP Plan. A grant other than an option or SAR counts as 1.92 shares issued under the 1999 SIP Plan.

The following table presents the Fair Value of shares (of restricted stock and restricted stock units) vested during each of the last three fiscal years (in thousands):



2013		2012		2011
$	13,054	$	7,955	$	4,848

No market or performance awards vested during the last three fiscal years.

The following table presents the Company’s total pre-tax compensation cost relating to share-based payments included in the accompanying Consolidated Statements of Earnings (in thousands):



2013		2012		2011
$	39,518	$	32,442	$	29,084

The following table summarizes the stock option activity for each of the last three fiscal years:



	Number of Stock Options		Weighted Average Exercise Price
Outstanding at October 1, 2010	7,410,580		$	39.10
Granted	433,600		$	46.04
Exercised	(1,363,005	)	$	21.37
Cancelled or expired	(19,665	)	$	47.81
Outstanding at September 30, 2011	6,461,510		$	43.28
Granted	658,700		$	37.45
Exercised	(1,281,449	)	$	22.54
Cancelled or expired	(82,027	)	$	43.92
Outstanding at September 28, 2012	5,756,734		$	47.23
Granted	753,450		$	54.71
Exercised	(1,782,371	)	$	37.00
Cancelled or expired	(121,601	)	$	50.22
Outstanding at September 27, 2013	4,606,212		$	52.33

Stock options outstanding at September 27, 2013 consisted entirely of nonqualified stock options. The following table presents the total intrinsic value of stock options exercised during each of the last three fiscal years (in thousands):



2013		2012		2011
$	22,163	$	26,196	$	34,665

The total intrinsic value of stock options exercisable at September 27, 2013, was approximately $30.5 million. The following table presents certain other information regarding our 1999 Plans:



	2013		2012		2011
At fiscal year end:
Range of exercise prices for options outstanding	$20.98–$94.11		$18.49–$94.11		$13.29–$94.11
Number of options exercisable	3,034,111		4,219,557		4,822,297
For the fiscal year:
Range of prices relating to options exercised	$18.49–$56.95		$13.29–$37.73		$10.79–$41.18
Estimated weighted average Fair Values of options granted	$	20.64	$	15.55	$	19.43

The following table presents certain information regarding stock options outstanding, and stock options exercisable at September 27, 2013:



	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number	Weighted Average Remaining Contractual Life (years)	Weighted Average Price		Number	Weighted Average Exercise Price
$20.98 - $26.80	91,800	0.67	$	23.14	91,800	$	23.14
$32.51 - $37.32	569,500	8.55	37.01		157,125	36.98
$37.43 - $46.86	1,757,213	6.15	42.54		1,388,287	42.41
$47.11 - $55.04	972,925	8.72	52.74		247,825	48.32
$55.13 - $57.81	503,975	0.93	56.94		494,975	56.97
$58.26 - $83.61	136,075	5.41	72.43		79,375	81.34
$88.19 - $94.11	574,724	1.63	92.57		574,724	92.57
	4,606,212	5.72	$	52.33	3,034,111	$	54.93

The 1999 Plans allow participants to satisfy the exercise price of stock options by tendering shares of Jacobs common stock that have been owned by the participants for at least six months. Shares so tendered are retired and canceled, and are shown as repurchases of common stock in the accompanying Consolidated Statements of Stockholders’ Equity.

At September 27, 2013, the amount of compensation cost relating to nonvested awards not yet recognized in the financial statements is approximately $122.8 million. The majority of the unrecognized compensation costs will be recognized by the third quarter of fiscal 2015. The weighted average remaining contractual term of options currently exercisable is 4.1 years.

The following table presents the number of shares of restricted stock and restricted stock units issued under the 1999 SIP during each of the last three fiscal years:



	2013(1)	2012	2011
Restricted stock	445,200	497,100	226,850
Restricted stock units (service condition)	107,500	116,450	2,100
Restricted stock units (service, market, and performance conditions at target)	471,250	525,000	291,700

The amount of restricted stock units issued for awards with performance and market conditions in the above table are based on the target amount. The number of shares ultimately issued, which could be greater or less than target, will be based on achieving specific performance conditions described in Note 2 – Significant Accounting Policies.

The following table presents the number of shares of restricted stock and restricted stock units cancelled and withheld under the 1999 SIP during each of the last three fiscal years:



	2013(1)(2)	2012	2011
Restricted stock	128,923	80,460	33,200
Restricted stock units (service condition)	3,385	5,650	—
Restricted stock units (service, market, and performance conditions at target)	32,000	22,000	—

The amount of restricted stock units cancelled for awards with market and performance conditions in the above table is based on the target amount.

(1) The share amounts in the above tables for fiscal 2013 reflect the fungible share counting of 1.92 shares for each share of restricted stock and restricted stock unit issued.

(2) Commencing in fiscal 2013, shares withheld for withholding tax liabilities are available for awards under the 1999 SIP and have been included in the table above for fiscal 2013 only.

The restrictions attached to restricted stock and restricted stock units generally relate to the recipient’s ability to sell or otherwise transfer the stock or stock units. There are also restrictions that subject the stock and stock units to forfeiture back to the Company until earned by the recipient through continued employment or service.

The following table provides the number of shares of restricted stock and restricted stock units outstanding at September 27, 2013 under the 1999 SIP. Shares granted prior to September 29, 2012 were granted on a 1-to-1 basis ("Not Fungible"). Shares Granted after September 28, 2012 were issued on a 1.92-to-1 basis ("Fungible"):



	Not Fungible	Fungible	Total
Restricted stock	1,144,370	441,200	1,585,570
Restricted stock units (service condition)	109,030	106,500	215,530
Restricted stock units (service, market, and performance conditions at target)	762,700	471,250	1,233,950

The following table presents the number of shares of restricted stock and restricted stock units issued under the 1999 ODSP during each of the last three fiscal years:



	2013	2012	2011
Restricted stock units (service condition)	13,500	8,000	10,000

The following table provides the number of shares of restricted stock and restricted stock units outstanding at September 27, 2013 under the 1999 ODSP:



		2013
Restricted stock		40,000
Restricted stock units (service condition)		47,500

All shares granted under the 1999 ODSP are issued on a 1-to-1 basis.