Tetra Tech is proud to work with clients around the world on nationally and regionally recognized projects. Tetra Tech combines the resources of a global, multibillion dollar company with local, client-focused delivery.

The Board may further update these guidelines from time to time. The Board believes that share ownership aligns the interests of its executive officers and directors with the interests of shareholders, promotes sound corporate governance, and demonstrates a commitment to the Company.

All executive officers are required to own shares of Company stock having a total value equal to the lesser of a specified multiple of base salary or a minimum number of shares, as set forth in the following table:.

Gain Shares shall in no event include shares of Company stock subject to any form of equity award that are used to satisfy tax withholding obligations for federal and state income and employment taxes on any gain attributable such an award.

Executive officers on the Effective Date will have five years from the Effective Date e to attain the required level of stock ownership applicable to their positions. Executive officers appointed after the Effective Date will have five years from the date of appointment to attain the required level of stock ownership.

Executive officers who are subsequently promoted to either the CEO or an Executive Vice President position will have five years from the date of promotion to acquire any additional shares needed to attain the required level of stock ownership.

Directors on the Effective Date will have five years from the Effective Date to attain the required level of stock ownership. Directors elected after the Effective Date will have five years from the date of election to the Board to attain the required level of stock ownership.

The following types of equity instruments count in determining stock ownership for purposes of these guidelines:. The failure to comply with the stock ownership guidelines will result in the executive officer or director being required to use one-third of any net annual cash bonus or retainer, as applicable, to purchase Company stock.

Progress toward meeting the guidelines will be presented to the Board of Directors at least annually in such manner as requested by the Board of the Directors.

There may be rare instances where the stock ownership guidelines would place a severe financial hardship on an executive officer or director. The Compensation Committee may, in its discretion, modify the stock ownership requirements in special circumstances. These stock ownership guidelines shall be effective as of November 7, and may be updated from time to time.

Only equity awards granted after the Effective Date shall be subject to the restriction on Gain Shares described above for executive officers and directors.

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Guidelines for Executive Officers All executive officers are required to own shares of Company stock having a total value equal to the lesser of a specified multiple of base salary or a minimum number of shares, as set forth in the following table: Stock Ownership The following types of equity instruments count in determining stock ownership for purposes of these guidelines: Shares owned separately by the executive officer or director or owned either jointly with, or separately by, his or her immediate family members residing in the same household; Shares held in trust for the benefit of the executive officer or director or his or her immediate family members; Shares purchased on the open market; Shares obtained through stock option exercise and not thereafter sold ; Vested but unexercised stock options; Vested shares of restricted stock or restricted stock units RSUs ; and Unvested performance share units PSUs , restricted stock, and RSUs.

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Stock ownership does not include unvested stock options. Noncompliance The failure to comply with the stock ownership guidelines will result in the executive officer or director being required to use one-third of any net annual cash bonus or retainer, as applicable, to purchase Company stock.

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Exceptions There may be rare instances where the stock ownership guidelines would place a severe financial hardship on an executive officer or director. Administration These guidelines shall be administered and interpreted by the Compensation Committee. Effective Date These stock ownership guidelines shall be effective as of November 7, and may be updated from time to time.