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 during each of the last three fiscal years:



	2015		2014		2013
Aggregate Purchase Price Paid for Shares Sold:
Under the 1989 ESPP	$	28,621,800	$	30,354,723	$	30,012,848
Under the GESPP	3,535,479		3,314,046		3,068,578
Total	$	32,157,279	$	33,668,769	$	33,081,426
Aggregate Number of Shares Sold:
Under the 1989 ESPP	696,853		553,201		642,675
Under the GESPP	84,361		59,883		64,963
Total	781,214		613,084		707,638

At October 2, 2015, there remains 1,163,967 shares reserved for issuance under the 1989 ESPP and 127,824 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 following table sets forth certain information about the 1999 Plans:



	1999 SIP	1999 ODSP	Total
Number of shares authorized	29,850,000	800,000	30,650,000
Number of remaining shares reserved for issuance at October 2, 2015	10,894,091	323,500	11,217,591
Number of shares relating to outstanding stock options at October 2, 2015	3,790,332	282,375	4,072,707
Number of shares available for future awards:
At October 2, 2015	7,103,759	41,125	7,144,884
At September 26, 2014	7,118,672	90,125	7,208,797

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 1.00 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):



	2015		2014		2013
Restricted Stock and Restricted Stock Units (service condition)	18,568		6,820		13,054
Restricted Stock Units (service, market, and performance conditions at target)	11,264		18,675		—
Total	$	29,832	$	25,495	$	13,054

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):



2015		2014		2013
$	41,412	$	43,400	$	39,518

At October 2, 2015, the amount of compensation cost relating to nonvested awards not yet recognized in the financial statements is approximately $109.8 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 5.4 years years.

Stock Options

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 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
Granted	602,525		$	53.51
Exercised	(718,065	)	$	47.18
Cancelled or expired	(269,525	)	$	54.46
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

Stock options outstanding at October 2, 2015 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):



2015		2014		2013
$	442	$	9,590	$	22,163

The total intrinsic value of stock options exercisable at October 2, 2015, was approximately $0.2 million. The following table presents certain other information regarding our 1999 Plans:



	2015		2014		2013
At fiscal year end:
Range of exercise prices for options outstanding	$32.51–$80.63		$25.87–$94.11		$20.98–$94.11
Number of options exercisable	2,590,560		2,725,980		3,034,111
For the fiscal year:
Range of prices relating to options exercised	$25.87–$42.74		$20.98–$57.54		$18.49–$56.95
Estimated weighted average Fair Values of options granted	$	13.41	$	19.04	$	20.64

The following table presents certain information regarding stock options outstanding, and stock options exercisable at October 2, 2015:



	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 - $37.32	519,375	6.39	$	37.01	394,625	$	37.00
$37.43 - $46.37	2,057,796	5.86	42.74		1,429,761	42.40
$47.11 - $55.53	1,401,461	7.38	53.00		709,699	52.22
$60.08 - $80.63	94,075	5.98	65.33		56,475	68.64
	4,072,707	6.56	$	46.06	2,590,560	$	44.84

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.

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:



	2015	2014	2013
Restricted stock	507,882	589,150	445,200
Restricted stock units (service condition)	126,635	287,545	107,500
Restricted stock units (service, market, and performance conditions at target)	219,965	432,700	471,250

Notes:

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 share amounts in the above tables reflect the non-fungible share counting of 1 shares 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 during each of the last three fiscal years:



	2015	2014	2013
Restricted stock	326,480	147,221	128,923
Restricted stock units (service condition)	70,296	12,333	3,385
Restricted stock units (service, market, and performance conditions at target)	194,116	52,000	32,000

Notes:

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

The share amounts in the above tables reflect the non-fungible share counting of 1 shares 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 October 2, 2015 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-1.00 basis ("Fungible"):



	Not Fungible	Fungible	Total
Restricted stock	459,100	1,351,732	1,810,832
Restricted stock units (service condition)	87,960	455,245	543,205
Restricted stock units (service, market, and performance conditions at target)	—	884,219	884,219

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:



	2015	2014	2013
Restricted stock units (service condition)	13,500	15,000	13,500

The following table provides the number of shares of restricted stock and restricted stock units outstanding at October 2, 2015 under the 1999 ODSP:



		2015
Restricted stock		40,000
Restricted stock units (service condition)		76,000

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