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Employee Stock Purchase and Stock Option Plans
12 Months Ended
Sep. 29, 2017
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Employee Stock Purchase and Stock Option Plans

3. Employee Stock Purchase and Stock Option Plans

Broad-Based, Employee Stock Purchase Plans

Under the 1989 ESPP and the GESPP, eligible employees who elect to participate in these plans 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 for the fiscal years ended September 29, 2017, September 30, 2016 and October 2, 2015:

 

 

 

For the Years Ended

 

 

 

September 29, 2017

 

 

September 30, 2016

 

 

October 2, 2015

 

Aggregate Purchase Price Paid for Shares

   Sold:

 

 

 

 

 

 

 

 

 

 

 

 

Under the 1989 ESPP

 

$

21,084,657

 

 

$

23,631,241

 

 

$

28,621,800

 

Under the GESPP

 

 

2,105,834

 

 

 

2,660,067

 

 

 

3,535,479

 

Total

 

$

23,190,491

 

 

$

26,291,308

 

 

$

32,157,279

 

Aggregate Number of Shares Sold:

 

 

 

 

 

 

 

 

 

 

 

 

Under the 1989 ESPP

 

 

403,652

 

 

 

564,461

 

 

 

696,853

 

Under the GESPP

 

 

39,648

 

 

 

63,196

 

 

 

84,361

 

Total

 

 

443,300

 

 

 

627,657

 

 

 

781,214

 

 

On January 19, 2017, the Company’s stockholders approved an increase in the number of shares authorized by 4,350,000 shares for the 1989 ESPP and by 150,000 shares for the GESPP.

At September 29, 2017, there remains 4,545,854 shares reserved for issuance under the 1989 ESPP and 174,980 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 ("SARs"), 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 following table sets forth certain information about the 1999 Plans:

 

 

 

1999 SIP

 

 

1999 ODSP

 

 

Total

 

Number of shares authorized

 

 

29,850,000

 

 

 

1,100,000

 

 

 

30,950,000

 

Number of remaining shares reserved for

   issuance at September 29, 2017

 

 

9,641,396

 

 

 

539,787

 

 

 

10,181,183

 

Number of shares relating to outstanding stock

   options at September 29, 2017

 

 

2,289,450

 

 

 

227,375

 

 

 

2,516,825

 

Number of shares available for future awards:

 

 

 

 

 

 

 

 

 

 

 

 

At September 29, 2017

 

 

7,351,946

 

 

 

312,412

 

 

 

7,664,358

 

At September 30, 2016

 

 

7,233,173

 

 

 

319,535

 

 

 

7,552,708

 

 

Effective September 28, 2012, all grants of shares under the 1999 SIP are issued on a fungible basis.  An award other than an option or SAR are granted on a 1.92-to-1.00 basis (“Fungible”). An award of an option or SAR are granted on a 1-to-1 basis (“Not Fungible”).

The following table presents the Fair Value of shares (of restricted stock and restricted stock units) vested for the years ended September 29, 2017, September 30, 2016 and October 2, 2015 (in thousands):

 

 

 

For the Years Ended

 

 

 

September 29, 2017

 

 

September 30, 2016

 

 

October 2, 2015

 

Restricted Stock and Restricted Stock Units

   (service condition)

 

$

34,466

 

 

$

17,481

 

 

$

18,568

 

Restricted Stock Units (service, market, and

   performance conditions at target)

 

 

4,183

 

 

 

4,336

 

 

 

11,264

 

Total

 

$

38,649

 

 

$

21,817

 

 

$

29,832

 

 

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 for the years ended September 29, 2017, September 30, 2016 and October 2, 2015(in thousands):  

 

 

 

 

For the Years Ended

 

 

 

 

September 29, 2017

 

 

September 30, 2016

 

 

October 2, 2015

 

$

38,764

 

 

$

32,370

 

 

$

41,412

 

 

At September 29, 2017, the amount of compensation cost relating to nonvested awards not yet recognized in the financial statements is approximately $83.7 million. The majority of the unrecognized compensation costs will be recognized by the first quarter of fiscal 2019. The weighted average remaining contractual term of options currently exercisable is 4.8 years.

Stock Options

The following table summarizes the stock option activity for the years ended September 29, 2017, September 30, 2016 and October 2, 2015:

 

 

 

Number of

Stock

Options

 

 

Weighted

Average

Exercise

Price

 

Outstanding at September 26, 2014

 

 

4,221,147

 

 

$

53.23

 

Granted

 

 

614,759

 

 

$

43.56

 

Exercised

 

 

(34,000

)

 

$

31.54

 

Cancelled or expired

 

 

(729,199

)

 

$

86.15

 

Outstanding at October 2, 2015

 

 

4,072,707

 

 

$

46.06

 

Granted

 

 

460,770

 

 

$

42.17

 

Exercised

 

 

(412,416

)

 

$

40.88

 

Cancelled or expired

 

 

(543,549

)

 

$

49.13

 

Outstanding at September 30, 2016

 

 

3,577,512

 

 

$

45.69

 

Granted

 

 

 

 

$

 

Exercised

 

 

(906,648

)

 

$

43.79

 

Cancelled or expired

 

 

(154,039

)

 

$

48.79

 

Outstanding at September 29, 2017

 

 

2,516,825

 

 

$

46.19

 

 

Stock options outstanding at September 29, 2017 consisted entirely of nonqualified stock options. The following table presents the total intrinsic value of stock options exercised for the fiscal years ended September 29, 2017, September 30, 2016 and October 2, 2015 (in thousands):

 

For the Years Ended

 

September 29, 2017

 

 

September 30, 2016

 

 

October 2, 2015

 

$

14,713

 

 

$

4,149

 

 

$

442

 

 

 

 

 

 

 

 

 

 

 

 

The total intrinsic value of stock options exercisable at September 29, 2017 was approximately $23.5 million. The following table presents certain other information regarding our 1999 SIP and 1999 OSDP for the fiscal years ended September 29, 2017, September 30, 2016 and October 2, 2015:

 

 

 

September 29,
2017

 

 

September 30,
2016

 

 

October 2,
2015

 

At fiscal year end:

 

 

 

 

 

 

 

 

 

 

 

 

Range of exercise prices for options

   outstanding

 

$32.51–$80.63

 

 

$32.51–$80.63

 

 

$32.51–$80.63

 

Number of options exercisable

 

 

1,992,022

 

 

 

2,581,421

 

 

 

2,590,560

 

For the fiscal year:

 

 

 

 

 

 

 

 

 

 

 

 

Range of prices relating to options

   exercised

 

$37.03–$55.53

 

 

$36.88–$55.00

 

 

$25.87–$42.74

 

Estimated weighted average fair values of

   options granted

 

$

 

 

$

12.80

 

 

$

13.41

 


The following table presents certain information regarding stock options outstanding and stock options exercisable at September 29, 2017:

 

 

 

September 29, 2017

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Range of Exercise Prices

 

Number

 

 

Weighted

Average

Remaining

Contractual

Life

(years)

 

 

Weighted

Average

Price

 

 

Number

 

 

Weighted

Average

Exercise

Price

 

$32.51 - $37.03

 

 

247,875

 

 

 

4.47

 

 

$

36.99

 

 

 

247,875

 

 

$

36.99

 

$37.43 - $46.09

 

 

1,360,188

 

 

 

5.63

 

 

$

42.69

 

 

 

890,206

 

 

$

42.65

 

$47.11 - $55.13

 

 

836,812

 

 

 

5.30

 

 

$

52.81

 

 

 

788,116

 

 

$

52.80

 

$60.08 - $80.63

 

 

71,950

 

 

 

4.23

 

 

$

66.92

 

 

 

65,825

 

 

$

67.52

 

 

 

 

2,516,825

 

 

 

5.37

 

 

$

46.19

 

 

 

1,992,022

 

 

$

46.78

 

 

The 1999 ODSP and the 1999 SIP 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.

Restricted Stock

The following table presents the number of shares of restricted stock and restricted stock units issued as common stock under the 1999 SIP for the year ended September 29, 2017, September 30, 2016 and October 2, 2015:

 

 

 

For the Years Ended

 

 

 

September 29, 2017

 

 

September 30, 2016

 

 

October 2, 2015

 

Restricted stock

 

 

 

 

 

597,091

 

 

 

507,882

 

Restricted stock units (service condition)

 

 

496,951

 

 

 

183,131

 

 

 

126,635

 

Restricted stock units (service, market and

   performance conditions)

 

 

237,058

 

 

 

372,794

 

 

 

219,965

 

 

The amount of restricted stock units issued for awards with performance and market conditions in the above table are issued based on performance against 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 share amounts in the above tables reflect the Non-Fungible share counting of one share for each share of restricted stock and restricted stock unit issued.

The following table presents the number of shares of restricted stock and restricted stock units cancelled and withheld for taxes under the 1999 SIP for the years ended September 29, 2017, September 30, 2016 and October 2, 2015:

 

 

 

For the Years Ended

 

 

 

September 29, 2017

 

 

September 30, 2016

 

 

October 2, 2015

 

Restricted stock

 

 

365,481

 

 

 

512,903

 

 

 

326,480

 

Restricted stock units (service condition)

 

 

128,536

 

 

 

177,640

 

 

 

70,296

 

Restricted stock units (service, market and

   performance conditions)

 

 

86,742

 

 

 

275,933

 

 

 

194,116

 

 

The amount of unvested restricted stock units cancelled for awards with service and performance conditions in the above table is based on the service period achieved and performance against the target amount.

The share amounts in the above tables reflect the Non-Fungible share counting of one share for each share of restricted stock and restricted stock unit issued.

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 29, 2017 under the 1999 SIP. Shares granted in the table below are granted on a 1.92 -to-1.00 basis (fungible):

 

 

 

September 29, 2017

 

 

 

Total

 

Restricted stock

 

 

950,593

 

Restricted stock units (service condition)

 

 

766,759

 

Restricted stock units (service, market and

   performance conditions)

 

 

672,440

 

 

The following table presents the number of shares of restricted stock and restricted stock units issued under the 1999 ODSP for the years ended September 29, 2017, September 30, 2016 and October 2, 2015:

 

 

 

For the Years Ended

 

 

 

September 29, 2017

 

 

September 30, 2016

 

 

October 2, 2015

 

Restricted stock units (service condition)

 

 

21,123

 

 

 

23,090

 

 

 

13,500

 

 

The following table provides the number of shares of restricted stock and restricted stock units outstanding at September 29, 2017 under the 1999 ODSP:

 

 

 

September 29, 2017

 

Restricted stock

 

 

34,000

 

Restricted stock units (service condition)

 

 

90,595

 

 

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

 

Modification

On January 18, 2017, the Company modified time vested outstanding restricted stock units, paid out in stock and cash, specifically to allow participants to be entitled to dividend equivalents during the vesting period on the outstanding RSUs.  Dividends will be paid out at the end of the vesting period and are forfeitable before the vesting period concludes.  This modification affected 786 employees and resulted in $1.1 million of incremental compensation cost and will be recognized over the remaining vesting period for each grant, since dividends are forfeitable until vesting is achieved.