4. Stock Purchase and Stock Option Plans

Broad-Based, Employee Stock Purchase Plans

We sponsor two, broad-based, shareholder-approved employee stock purchase plans: the Jacobs Engineering Group Inc. 1989 Employee Stock Purchase Plan (the "1989 ESPP") and the Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan (the "GESPP"). Both plans offer employees 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:


	2011		2010		2009
Aggregate Purchase Price Paid for Shares Sold:
Under the 1989 ESPP	$	31,887,660	$	30,042,431	$	37,246,390
Under the GESPP		2,894,302		2,850,202		3,033,146

Total	$	34,781,962	$	32,892,633	$	40,279,536

Aggregate Number of Shares Sold:
Under the 1989 ESPP		771,818		802,508		966,241
Under the GESPP		69,386		74,848		76,420

Total		841,204		877,356		1,042,661

At September 30, 2011, there were 3,910,515 shares reserved for issuance under the 1989 ESPP, and there were 413,391 shares reserved for issuance under the GESPP.

Stock Incentive Plans

We sponsor two, continuing, shareholder-approved stock incentive plans: the 1999 Stock Incentive Plan (the "1999 SIP") and the 1999 Outside Director Stock Plan (the "1999 ODSP"). The 1999 SIP provides for the issuance of incentive stock options, nonqualified stock options, 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 our 1981 Executive Incentive Plan (the "1981 Plan"). The following table sets forth certain information about the 1999 Plans:


	1999 SIP		1999 ODSP		Total
Number of shares authorized		18,700,000		800,000		19,500,000
Number of remaining shares reserved for issuance at September 30, 2011		8,255,742		456,500		8,712,242
Number of shares relating to outstanding stock options at September 30, 2011		6,205,635		255,875		6,461,510
Number of shares available for future awards:
At September 30, 2011		2,050,107		200,625		2,250,732
At October 1, 2010		2,916,492		245,625		3,162,117

The number of shares of common stock that may be awarded under the 1999 SIP in the form of restricted stock is limited to 4,870,000 shares, and shares of restricted stock that are subsequently forfeited become available again for issuance as restricted stock. At September 30, 2011, there were a total of 2,050,107 shares of common stock that remained available for issuance in the form of restricted stock under the 1999 SIP.

The following table presents the fair value of shares (of restricted stock and restricted stock units) vested during the years presented (in thousands):


	2011		2010		2009
Fair value of shares vested	$	4,848	$	4,188	$	1,424

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):


	2011		2010		2009
Share-based compensation expense (pre-tax)	$	29,084	$	24,361	$	24,085

The following table summarizes the stock option activity under the 1999 Plans and the 1981 Plan for each of the last three fiscal years:


	Number of Stock Options			Weighted Average Exercise Price
Outstanding at September 26, 2008		6,932,559		$	35.45
Granted		688,650		$	41.07
Exercised		(527,616	)	$	15.07
Cancelled or expired		(62,576	)	$	57.38

Outstanding at October 2, 2009		7,031,017		$	37.43
Granted		975,000		$	43.79
Exercised		(447,200	)	$	15.90
Cancelled or expired		(148,237	)	$	60.39

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

Stock options outstanding at September 30, 2011 consisted entirely of nonqualified stock options. The following table presents the total intrinsic value of stock options exercised (in thousands):


	2011		2010		2009
Intrinsic value of stock options exercised	$	34,665	$	11,764	$	15,033

The total intrinsic value of stock options exercisable at September 30, 2011 was approximately $18.0 million. The following table presents certain other information regarding our stock incentive plans:


	2011		2010		2009
At fiscal year end:
Range of exercise prices for options outstanding	$	13.29–$94.11	$	10.79–$94.11	$	7.03–$94.11
Number of options exercisable		4,822,297		5,441,883		5,075,975
For the fiscal year:
Range of prices relating to options exercised	$	10.785–$41.18	$	7.03–$37.35	$	7.73–$37.68
Estimated weighted average fair values of options granted	$	19.43	$	19.33	$	19.71

The following table presents certain information regarding stock options outstanding, and stock options exercisable at September 30, 2011:


	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number		Weighted Average Remaining Contractual Life (years)		Weighted Average Price		Number		Weighted Average Exercise Price
$13.29 - $18.49		262,200		0.89	$	15.70		262,200	$	15.70
$19.21 - $26.95		1,489,535		1.11	$	23.10		1,489,535	$	23.10
$32.51 - $37.35		474,250		2.20	$	37.30		452,375	$	37.33
$37.68 - $46.86		2,656,000		5.88	$	42.85		1,515,550	$	43.00
$47.11 - $55.04		391,550		8.83	$	48.41		82,465	$	48.17
$56.95 - $57.81		515,825		2.76	$	56.97		513,825	$	56.97
$76.15 - $83.61		80,625		4.27	$	81.33		60,625	$	81.33
$88.19 - $94.11		591,525		3.63	$	92.57		445,722	$	92.57

		6,461,510		4.01	$	43.28		4,822,297	$	41.47

Our stock incentive 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 30, 2011, the amount of compensation cost relating to nonvested awards not yet recognized in the financial statements is approximately $27.9 million. The majority of the unrecognized compensation costs will be recognized by the second quarter of fiscal 2013. The weighted average remaining contractual term of options currently exercisable is 2.60 years.

The following table presents the number of shares of restricted stock and restricted stock units issued under the 1999 Plans:


	2011		2010		2009
Restricted stock issued		226,850		525,600		147,300
Restricted stock units issued (service condition)		12,100		9,000		9,000
Restricted stock units issued (service and performance conditions)		291,700		—		—

The restrictions 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. At September 30, 2011, there were 1,167,300 shares of restricted stock; 44,100 shares of restricted stock units (service condition) and 291,700 shares of restricted stock units (service and performance conditions) outstanding under the 1999 Plans.