Sample Business Contracts

          9.     The term of this Agreement shall commence on the date set forth above and shall continue until December 31, 2006, unless earlier terminated in accordance with the terms of this Agreement.

          10.     Jacobs will continue to provide Slater with the use of office space, including support and secretarial services as required, through December 31, 2003 and, as may be necessary from time to time thereafter, through the end of the term of this Agreement.  Jacobs agrees to reimburse Slater for out-placement consulting support up to a maximum of $20,000.

          11.     Jacobs may terminate this Agreement at any time for cause. For purposes of this Agreement “cause” shall be limited to:

(a)

Fraud, conviction of a felony or any misdemeanor involving moral turpitude;

(b)

Willful breach of any material provision of Paragraphs 17 or 18 of this Agreement;

(c)

The death of Slater; or

(d)

Willful breach of or willful failure to abide by the material provisions of the Jacobs Drug and Alcohol Policy, Business Conduct Policy or the Employee Confidential Information and Invention Agreement, on the understanding, however, that activities permitted under Paragraph 17 are not, in and of themselves, deemed as breach.

          12.     (a)     If this Agreement is terminated for “cause” other than as a result of death, then Slater shall receive his compensation under Paragraphs 3 and 4 above to date of termination and any amounts vested under any pension or profit-sharing plan, but he shall not receive further payments under the Bonus Plan, nor receive any severance pay nor receive any benefits for any period after termination. Nothing herein shall deprive Slater of any vested benefits that he has in the Jacobs’ Section 401 (k), retirement or other employee benefit plan. Termination of this Agreement for “cause” other than as a result of death shall not relieve Slater of his obligations under Paragraphs 17 and 18 hereof. If this Agreement is terminated for “cause” as a result of death, then Slater’s Beneficiaries shall receive his compensation under Paragraphs 3 and 4 above pursuant to Paragraph 7 above.

                    (b)     If this Agreement is terminated by Slater as result of a material breach of this Agreement by Jacobs, then he shall continue to receive all compensation and benefits to which he is entitled under this Agreement for the full term of this Agreement, except that with regard to any unpaid installments of any bonus awards Slater will be paid in lieu thereof a lump sum severance payment in an amount equal to the total of any unpaid installments of the bonus awards, if any, received by Slater pursuant to the Bonus Plan as of the date of such termination.  Jacobs agrees that in the event Jacobs is found by a competent trier of fact that Jacobs is in material breach of this Agreement, that in addition to any and all damages, costs and expenses (including attorneys fees) that may be awarded to Slater by such trier of fact, Jacobs will also pay to Slater as additional damages, and not in lieu of all other damages, the amount of Five Hundred Thousand ($500,000) Dollars.

                    (c)     If this Agreement is terminated for “cause” whether as a result of death or otherwise, Slater’s and Slater’s successors rights as to any unexercised stock options will be in accordance with his applicable stock option agreements, provided, however, that the interpretation of “detrimental activity” under the Stock Option plans is waived to the extent that Slater is not in breach of Paragraphs 17 or 18.

          13.     This Agreement shall inure to the benefit of and be enforceable by Slater’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Slater should die while any amount would still be payable to Slater hereunder if Slater had continued to live, all such amount shall be paid in accordance with the terms of this Agreement to Slater’s devisee, legatee or other designee or, if there be no such designee, to Slater’s estate.

          14.     This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by Slater and an officer of Jacobs. No waiver by either party hereto at any time of any breach by the other party hereto of, or non compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof that are not expressly set forth in this Agreement have been made by either party. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California.

          15.     The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

          16.     Slater acknowledges that during the term of this Agreement and thereafter he continues to be bound by the material provisions of Jacobs’ Employee Confidential Information and Invention Agreement, Drug and Alcohol Policy and Business Conduct Policy, in accordance with their terms, provided that normally acceptable activities permitted under Paragraph 17 are not, in and of themselves, deemed as breaches.

          17.     Slater agrees that during the term of this Agreement, he shall not compete with Jacobs or any of its subsidiaries or affiliates as follows:

(a)

From the start of this Agreement until 12/31/03, Slater will refrain from the following:

(i)

No employment, no consulting and no Board of Director memberships for any company set forth in List A on the attached Exhibit 1, Primary List of Competitors; and

(ii)

No employment, no sales-related consulting and limited (less than 20%) management consulting and no Board of Director memberships for any company set forth in List B on Exhibit 1.

(b)

After 12/31/03 until the end of this Agreement, Slater will refrain from the following:

(i)

No employment and no sales consulting for any company set forth in List A on Exhibit 1; Open for management consulting; Board of Directors memberships could be open, subject to joint prior agreement;

(ii)

Open for consulting or Board of  Director memberships for any company set forth in List B on Exhibit 1; employment could be open, subject to joint prior agreement; this agreement would normally be given except in those instances where the potential employer had clearly become a multi-line business prime competitor to Jacobs; and

(iii)

Failure to reach agreement in Paragraphs 17(b)(i) or (ii) above, such agreement not being unreasonably withheld by either of the parties, would require Slater to either refrain from the activity or, at Slater’s election, terminate this Agreement per Paragraph 17(c) below.

Slater may at his sole discretion terminate this Agreement at any time after 12/31/03, in which case the following will apply:

Slater must give Jacobs thirty (30) days prior written notice of his intent to terminate this Agreement.

All Slater’s non-compete restrictions and other employment related obligations would cancel.

All Jacobs’ employment and payment obligations would cancel.

Accrued vacation, if any, would be immediately paid by Jacobs to Slater.

With regard to EDP/ESP plans, Jacobs would treat Slater as a retiree under the plans and payment provisions will be in accordance with his last effective election.

Slater would still have rights to exercise all options already vested at the date of termination, per their agreements and plan.

Slater would receive as severance an amount equal to any accrued and  unpaid Bonus Plan payments that Slater would have received had this Agreement not been terminated.

          18.     Slater agrees that during the term of this Agreement, Slater shall not, either directly or indirectly: (a) make known to any person, firm or corporation the names or addresses of any of the customers of Jacobs or any of its subsidiaries or affiliates, or any successors thereto, or any other information pertaining to them (b) call on, solicit or take away, or attempt to call on, solicit or take away any of the customers of Jacobs or any of its subsidiaries or affiliates, or any successors thereto, on whom Slater called or with whom he became acquainted during his employment with Jacobs or any of its subsidiaries or affiliates, or any successors thereto, for the purpose of becoming personally involved on behalf of a third party in a material sales competition with Jacobs or any of its subsidiaries or affiliates, or any successors thereto, or (c) solicit the services of any officer, director or employee of Jacobs or any of its subsidiaries or affiliates, or any successors thereto, either on behalf of himself or for any other person, firm or corporation.

          19.     Slater understands and acknowledges that the services to be occasionally performed by him under this Agreement are of a special, unique, unusual, extraordinary and intellectual character that gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Slater therefore expressly agrees that in the event of any material breach or threatened breach of one or more of the covenants set forth in Paragraphs 17 or 18 of this Agreement, Jacobs may, in addition to the other remedies which may be available to it, file a suit in equity to enjoin Slater from the breach or threatened breach of such covenant.

/s/  RICHARD J. SLATER

JACOBS ENGINEERING GROUP INC.

Richard J. Slater

By:

/s/  NOEL G. WATSON

Noel G. Watson
Chief Executive Officer

Date:  12/30/02