-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IS2xMfjcXIzODkIHuhA/xp3T5XBihJpwx0IG4xCp6KYvc6BMU8ZglVR59Nv95wgC AbvtA11s4x7d/XZ9kk0jLw== 0000898430-01-501631.txt : 20010808 0000898430-01-501631.hdr.sgml : 20010808 ACCESSION NUMBER: 0000898430-01-501631 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010807 EFFECTIVENESS DATE: 20010807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOBS ENGINEERING GROUP INC /DE/ CENTRAL INDEX KEY: 0000052988 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 954081636 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-67048 FILM NUMBER: 1700189 BUSINESS ADDRESS: STREET 1: 1111 S ARROYO PARKWAY CITY: PASADENA STATE: CA ZIP: 91105-3063 BUSINESS PHONE: 8184492171 S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on August 7, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 __________ JACOBS ENGINEERING GROUP INC. (Exact name of issuer as specified in its charter) ___________ Delaware 95-4081636 (State of Incorporation) (I.R.S. Employer Identification No.) 1111 South Arroyo Parkway Pasadena, California 91105 (Address of principal executive offices, including zip code) __________ JACOBS ENGINEERING GROUP INC. GLOBAL EMPLOYEE STOCK PURCHASE PLAN (Full title of the Plan) __________ JOHN W. PROSSER, JR. 1111 South Arroyo Parkway Pasadena, California 91105 (626) 578-3500 (Name, address and telephone number of agent for service) With a copy to: PETER F. ZIEGLER Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California 90071 (213) 229-7000 CALCULATION OF REGISTRATION FEE
============================================================================================================================== Proposed maximum Proposed maximum Amount being offering price aggregate offering Amount of Title of Securities being registered registered per unit* price* registration fee - ------------------------------------------------------------------------------------------------------------------------------ Common Stock, $1.00 par value............ 300,000 $50.88 $15,264,000 $3,816 ==============================================================================================================================
* Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based upon the average of the high and low prices of the common stock of Jacobs Engineering Group Inc. as reported in the New York Stock Exchange composite transactions report for August 6, 2001. __________ This Registration Statement also covers such indeterminable number of additional shares of common stock as may become issuable to prevent dilution in the event of stock splits, stock dividends or similar transactions pursuant to the terms of the Plan. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information Information for this Item is included in the documents distributed to employees who are eligible to participate in the Plan. Item 2. Registrant Information and Employee Plan Annual Information Information for this Item is included in the documents distributed to employees who are eligible to participate in the Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference We are incorporating by reference the information we file with the Commission, which means that we are disclosing important information to you by referring you to those documents. Specifically, we incorporate by reference the following documents: (1) The Annual Report on Form 10-K of the Company for the year ended September 30, 2000; (2) The Quarterly Reports on Form 10-Q of the Company for the quarters ended December 31, 2000 and March 31, 2001; and (3) The description of the Company's common stock contained in a registration statement we filed under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description. All the documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, subsequent to the date of this registration statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereunder have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any other subsequently filed document modifies or replaces such statement. Any such statement so modified or superseded cannot be deemed to constitute a part of this registration statement, except as so modified or superseded. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. 2 Item 6. Indemnification of Directors and Officers The Company is a Delaware corporation. Article 15 of the Company's Certificate of Incorporation provides that the officers and directors of the Company shall be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware General Corporation Law, as amended from time to time (the "DGCL"). Section 145 of the DGCL provides that a Delaware corporation has the power to indemnify officers and directors in certain circumstances. Subsection (a) of Section 145 of the DGCL empowers a corporation to indemnify any director or officer, or former director or officer, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action in the right of the corporation), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding provided such director or officer acted in good faith and in a manner such director or officer reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director or officer has no reasonable cause to believe his or her conduct was unlawful. Subsection (b) of Section 145 empowers a corporation to indemnify any director or officer, or former director or officer, who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit; provided that such director or officer acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation. However, no indemnification may be made in respect of any claim, issue or matter as to which such director or officer has been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 145(c) further provides that (i) to the extent that a director or officer has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Subsection (e) of Section 145 requires an undertaking by or on behalf of such director or officer to repay any such expenses advanced to such director or officer by the corporation if the director or officer receiving such amount is ultimately determined not to be entitled to indemnification. Indemnification provided for by Section 145 is not to be deemed exclusive of any other rights to which the indemnified party may be entitled. Section 145 permits the Company to maintain insurance on behalf of a director or officer against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liabilities under Section 145. Article 14 of the Company's Certificate of Incorporation provides that, to the fullest extent permitted under the DGCL, a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except that Article 14 shall not eliminate or limit a director's liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions that are not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction for which the director derived an improper benefit. Article 14 further provides that if the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended from time to time. Article 14 further provides that any repeal or modification of Article 14 shall not increase the personal liability of any director of the Company for any act or occurrence taking place prior to such repeal or modification or otherwise adversely affect any right or protection of a director of the Company existing at the time of the repeal or modification. Article 15 of the Company's Certificate of Incorporation provides that the Company shall indemnify to the fullest extent authorized or permitted by law any person made, or threatened to be made, a party to any action or proceeding (whether civil or criminal or otherwise) by reason of the fact that he or she, his or her testator or intestate, is or was a 3 director or officer of the Company or by reason of the fact that such director or officer, at the request of the Company, is or was serving in any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity. The Company may, from time to time, maintain a policy, or policies, of directors' and officers' liability insurance which insures directors and officers against the cost of defense, settlement or payment of claims and judgments under certain circumstances. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. List of Exhibits *4.1 Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan. *4.2 Trust Deed, between Jacobs Engineering Group Inc., Jacobs Engineering U.K. Limited and another, as Trustee, relating to the Company's Global Employee Stock Purchase Plan, in substantially the form filed herewith. 4.3 Certificate of Incorporation of the Company. Filed as Exhibit 3.1 to the Company's Quarterly Report on Form 1O-Q for the period ended June 30, 1995, as amended pursuant to the Schedule 14A filed January 9, 2001 and incorporated herein by reference. 4.4 Bylaws of the Company. Filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the period ended September 30, 1999 and incorporated herein by reference. 4.5 Amended and Restated Rights Agreement, amended and restated as of December 20, 2000 by and between the Company and Mellon Investor Services LLC, as Rights Agent. Filed as Exhibit 1 to the Company's Form 8-A/A filed on December 22, 2000 and incorporated herein by reference. *5 Opinion of Gibson, Dunn & Crutcher LLP. *23.1 Consent of Ernst & Young LLP, independent auditors. *23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5). *24 Power of Attorney (included on page 6 of this Registration Statement). - --------------- * Filed herewith. Item 9. Undertakings The undersigned Registrant hereby undertakes: (1) To file, during the period in which offers or sales are being made, a post effective amendment to this Registration Statement (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that 4 which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement, (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Plan and the expiration of all options granted thereunder. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pasadena, State of California, on the 26th day of July, 2001. JACOBS ENGINEERING GROUP INC. By: /s/ Noel G. Watson ______________________________ (Noel G. Watson) President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below under "SIGNATURES" constitutes and appoints Noel G. Watson, William C. Markley, III and John W. Prosser, Jr., his or her true and lawful attorneys-in- fact and agents, each acting alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Noel G. Watson Director and Principal July 26, 2001 __________________________________________ Executive Officer (Noel G. Watson) /s/ Joseph J. Jacobs __________________________________________ Director July 26, 2001 (Joseph J. Jacobs) /s/ Richard E. Beumer __________________________________________ Director July 26, 2001 (Richard E. Beumer) /s/ Peter H. Dailey __________________________________________ Director July 26, 2001 (Peter H. Dailey) /s/ Robert C. Davidson, Jr. __________________________________________ Director July 26, 2001 (Robert C. Davidson, Jr.) /s/ Robert B. Gwyn __________________________________________ Director July 26, 2001 (Robert B. Gwyn)
6
Signature Title Date --------- ----- ---- /s/ Linda K. Jacobs __________________________________________ Director July 26, 2001 (Linda K. Jacobs) /s/ James Clayburn LaForce __________________________________________ Director July 26, 2001 (James Clayburn LaForce) /s/ Dale R. Laurance __________________________________________ Director July 26, 2001 (Dale R. Laurance) /s/ Linda Fayne Levinson __________________________________________ Director July 26, 2001 (Linda Fayne Levinson) /s/ Benjamin F. Montoya __________________________________________ Director July 26, 2001 (Benjamin F. Montoya) /s/ David M. Petrone __________________________________________ Director July 26, 2001 (David M. Petrone) /s/ James L. Rainey, Jr. __________________________________________ Director July 26, 2001 (James L. Rainey, Jr.) /s/ John W. Prosser, Jr. __________________________________________ Principal Financial Officer July 26, 2001 (John W. Prosser, Jr.) /s/ Nazim G. Thawerbhoy __________________________________________ Principal Accounting Officer July 26, 2001 (Nazim G. Thawerbhoy)
7 EX-4.1 3 dex41.txt GLOBAL EMPLOYEE STOCK PURCHASE PLAN EXHIBIT 4.1 Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan INDEX ----- 1. Purpose of the Plan............................................ 1 2. Definitions.................................................... 1 3. Participation.................................................. 5 4. Enrollment and Election Periods................................ 5 5. Term of Plan................................................... 6 6. Number and Type of Shares to Be Made Available................. 6 7. Use of Funds................................................... 6 8. Amount of Contribution; Method of Payment...................... 6 9. Purchasing, Transferring Shares................................ 8 10. Dividends and Other Distributions.............................. 9 11. Voting of Shares............................................... 9 12. In-Service Distribution or Sale of Shares...................... 9 13. Cessation of Active Participation.............................. 9 14. Termination of Employment...................................... 10 15. Assignment..................................................... 10 16. Adjustment of and Changes in Shares............................ 10 17. Amendment or Termination of the Plan........................... 10 18. Designation of Subsidiaries.................................... 11 19. Operating Regulations.......................................... 11 20. Administration................................................. 11 21. Securities Law and Other Restrictions.......................... 12 22. No Independent Employees' Rights............................... 12
23. Applicable Law................................................. 12 24. Merger or Consolidation........................................ 12 I. Addenda........................................................ 13
Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan 1. Purpose of the Plan This 2001 Global Employee Stock Purchase Plan is intended to advance the interests of Jacobs Engineering Group Inc. by encouraging stock ownership by employees of Jacobs Engineering Group Inc. and certain subsidiaries of Jacobs Engineering Group Inc. 2. Definitions (a) "Act" shall mean, the Securities Act of 1933, as amended. (b) "Administrator" shall mean, the bank, brokerage firm, financial institution, or other entity or person(s) engaged, retained or appointed by the Committee to act as the agent of the Employer and of the Participants under the Plan from time to time. (c) "Addendum or Addenda" shall mean, individually and collectively, the appendices A to I hereto and such other additional appendices as may be added to this Plan at the discretion of the Committee. Each appendix will govern the operation of the Plan in respect of Designated Subsidiaries in countries named in the appendix and will be considered part of the Plan. Unless otherwise stated, the applicable appendix for the country will govern the operation of the Plan in that country and to that extent the appendix will override other parts of this Plan. (d) "Board" shall mean, the Board of Directors of the Company. (e) "Closing Value" shall mean, as of a particular date, the value of a Share determined by: (i) the closing sale price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange, or such other established stock exchange or national market system on which the Share is listed or traded, for the day for which the Closing Value is to be determined. (ii) such other valuation method as required under the applicable Local Law. In the event that the foregoing valuation method is not practicable, the "Closing Value" shall be determined by such other reasonable valuation method as the Committee shall, in its discretion, select and apply in good faith as of such date. (f) "Code" shall mean, the United States Internal Revenue Code of 1986, as amended and currently in effect, or any successor body of federal tax law in the United States. (g) "Committee" shall mean, the Board of Directors of the Company, a designated committee thereof, or the person(s) or entity delegated the responsibility of administering the Plan. (h) "Company" shall mean, Jacobs Engineering Group Inc., including any successor thereto. (i) "Compensation" shall mean, unless otherwise required by the applicable Local Law, regular fixed basic gross compensation. "Compensation" does not include, unless otherwise required by the applicable Local Law: 1 (i) any bonus, overtime payment, contribution to an employee benefit plan or other similar payment or contribution; (ii) amounts realized from the exercise, sale, exchange or other disposition of a non-qualified stock option or sale, exchange or other disposition of a stock acquired under a non-qualified stock option; (iii) amounts realized when restricted stock (or property) held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture or becomes fully owned by the Employee; (iv) amounts realized from the exercise, sale, exchange, or other disposition of a qualified or incentive stock option or sale, exchange or other disposition of stock acquired under a qualified or incentive stock option; (v) moving allowances, automobile allowances, tuition reimbursement, financial/tax planning reimbursement, lunch vouchers, house allowances, and other allowances that receive special tax benefits, other extraordinary compensation, including tax "gross- up" payments, and imputed income from other employer-provided benefits; and (vi) other amounts that receive special tax benefits, such as, but not limited to, premiums for group term life insurance or contributions made by the Employer (whether or not under salary reduction agreement) or mandatory payments made by the Employer to the Employee under the applicable law of the jurisdiction in which the Employer of this Employee is located or the Employee is employed or resides. (j) "Designated Subsidiary or Designated Subsidiaries" shall mean, those Subsidiaries whose Employees have been designated by the Board, in its sole discretion, as eligible to participate in the Plan. (k) "Election Period" shall mean, the period during which Participants in the Plan authorize payroll deductions or provide alternative contributions to fund the purchase of Shares on their behalf under the Plan pursuant to the right to purchase Shares granted to them hereunder. Alternative contributions for the purpose of this Plan shall mean, payment of contributions to fund the purchase of Shares under the Plan, pursuant to the right to purchase Shares granted to the Participants hereunder, through such other means as authorized by the Committee, including, but not limited to, personal checks of the Participants. As determined by the Committee, Election Period may vary from country to country or Designated Subsidiary to Designated Subsidiary. (l) "Eligible Employee" shall mean, subject to the applicable Local Law, an Employee of a Designated Subsidiary with one (1) year service on an Enrollment Date. Subject to the applicable Local Law, Employees of Designated Subsidiaries that have become Subsidiaries by reason of having been acquired by the Company or a Subsidiary and companies that have been merged with the Company or a Subsidiary may, at the discretion of the Committee, receive credit for the time they have worked for such acquired or merged company prior to the affiliation with the Company or Designated Subsidiary. Subject to the applicable Local Law, the Committee in its sole discretion may determine that the following Employees shall not be Eligible Employees under the Plan: 2 (i) Employees whose customary employment is less than 20 hours per week or who are employed for less than five months in any calendar year; (ii) Employees who are not actively employed by the Employer at the beginning of a six-month Election Period, including Employees who are on disability, or leave of absence; (iii) Any Employee who would own more than five (5) percent of the common stock in the Company immediately after the Share purchase opportunity is granted to them under the Plan. Shares that the Employee may purchase under all outstanding stock options or such other share-based compensation plan of the Company shall be treated as stock owned by the Employee for such purposes, even though the option is not presently exercisable or the Shares are not presently receivable by the Employee; (iv) Employees who are subject to Section 16(a) of the 1934 Act; and (v) Employees who are eligible to participate or who participate in the Company's 1989 Employee Stock Purchase Plan. (m) "Employee" shall mean, subject to the applicable Local Law: (i) an individual who is a regular full time or part time employee of the Employer; (ii) an individual who works either a full-time or part-time work schedule and who is normally included in the authorized staffing targets and budget of the Employer; and (iii) an individual who has been hired on a temporary contract but who is expected to fill a permanent staffing need. Unless otherwise required by the applicable Local Law, Employee shall not include unionized Employees as defined by the regular practices of the Employer. (n) "Employer" shall mean, individually and collectively, the Company, a Designated Subsidiary and the Designated Subsidiaries. (o) "Enrollment Period" shall mean, the period immediately preceding the Election Period that is designated by the Committee in its discretion as the period during which an Eligible Employee may elect to participate in the Plan. (p) "Holding Period" shall mean, the period during which the Participant is not permitted to transfer, sell, pledge or otherwise deal in the Shares credited to the Participant's Plan Account. Unless otherwise required by the applicable Local Law, there is no Holding Period for the purposes of this Plan. (q) "Local Law" shall mean, the laws of the jurisdiction in which the Employer is incorporated or located or where the Employee or Participant is employed or resides including but not limited to the securities regulatory body requirements and the taxation requirements of that same jurisdiction. (r) "1934 Act" shall mean, the United States Securities Exchange Act of 1934, as amended, and currently in effect, or any successor body of federal securities law in the United States. (s) "Participant" shall mean, any Eligible Employee who has elected to participate in the Plan for an Election Period by authorizing payroll deductions or by making alternative contributions 3 and following all applicable procedures established by the Committee during the Enrollment Period for such Election Period. (t) "Plan" shall mean, this Jacobs Engineering Group 2001 Global Employee Stock Purchase Plan including Addenda hereof; as amended from time to time. (u) "Plan Account" shall mean, the individual account established for each Participant for purposes of accounting for and/or holding each Participant's payroll deductions, alternative contributions, Shares, etc. The Plan Account may be a book keeping account or a brokerage account, or such other account as determined by the Committee. (v) "Plan Year" shall mean, the period of twelve (12) calendar months commencing on September 1 each year or such other period as determined by the Committee. (w) "Purchase Price" shall mean, for each Share purchased in accordance with Paragraph 9 hereof, an amount equal to the lesser of: (i) ninety percent (90%) of the Closing Value of a Share on the first Trading Day of each Election Period or the earliest date thereafter as is administratively feasible, which for Plan purposes shall be deemed to be the date the right to purchase such Shares was granted to each Eligible Employee who is, or elects to become, a Participant; and (ii) ninety percent (90%) of the Closing Value of such Share on the last Trading Day of the Election Period or the earliest date thereafter as is administratively feasible, which for Plan purposes shall be deemed to be the date each such right to purchase such Shares was exercised). Provided however that, the Committee may, in its sole discretion, approve, in lieu of the foregoing formula for determining the Purchase Price, the Closing Value on the last Trading Day of the Election Period multiplied by any percentage figure from eighty-five percent (85%) to one-hundred percent (100%) as selected by the Committee. The Purchase Price determined hereunder may be in respect of one or more countries and for one or more Election Periods and shall remain in effect until changed by the Committee. In no event, however, may the Committee select a Purchase Price that would be lower than that allowed under Section 423(b)(6) of the Code or any successor section. (x) "Shares" shall mean, shares of common stock, par value $1.00 per share, of the Company. (y) "Subsidiary" shall mean, a corporation or other entity, domestic or foreign, of which not less than fifty percent (50%) of the voting shares are held by the Company or a Subsidiary (except for the U.K. in which this term shall mean a corporation or other entity, domestic or foreign, of which more than fifty percent (50%) ownership of the voting shares are held by the Company or a Subsidiary) whether or not such corporation or other entity now exists or is hereafter organized or acquired by the Company or a Subsidiary (or as otherwise may be defined in Code Section 424). (z) "Trading Day" shall mean, a day on which The New York Stock Exchange is open for trading. 4 3. Participation Participation in the Plan is voluntary. All Eligible Employees of an Employer are eligible to participate in the Plan. All Eligible Employees granted rights to purchase Shares hereunder shall have the same rights and privileges as every other such Eligible Employee and only Eligible Employees of an Employer satisfying the applicable participation requirements of the Plan will be entitled to participate in the Plan. 4. Enrollment and Election Periods (a) Enrolling in the Plan. To participate in the Plan, an Eligible Employee --------------------- must enroll in the Plan. Enrollment for a given Election Period will take place during the Enrollment Period for such Election Period. The Committee shall designate the initial Enrollment Period and each subsequent Enrollment Periods and the Election Periods to which each Enrollment Period relates. Participation in the Plan with respect to any one or more of the Election Periods shall neither limit nor require participation in the Plan for any other Election Period. (b) The Election Period. Any Employee who is an Eligible Employee and who ------------------- desires to be granted rights to purchase Shares hereunder must enroll, in accordance with the procedures established by the Committee, during an Enrollment Period. Such authorization shall be effective for the Election Period immediately following such Enrollment Period. The duration of an Election Period shall be determined by the Committee prior to the Enrollment Period; provided however that, if the Committee terminates the Plan during an Election Period, pursuant to its authority in Paragraph 17 of the Plan, such Election Period shall be deemed to end on the date the Plan is terminated. The termination of the Plan and the Election Period shall end the Participant's rights to contribute amounts to the Plan or continue participation in the Election Period. The date of termination of the Plan shall be deemed to be the final day of the Election Period for purposes of determining the Purchase Price under the Election Period and all amounts contributed during the Election Period will be used as of such termination date to purchase Shares in accordance with the provisions of Paragraph 9 of this Plan or alternatively, at the sole discretion of the Committee, refunded in cash without interest or where required under the applicable Local Law with interest. The Committee may designate one or more Election Periods during each Plan Year during the term of this Plan. On the first day or the first Trading Day of each Election Period, as determined by the Committee, each Participant shall be granted a right to purchase Shares under the Plan. Each right granted hereunder shall expire at the end of the Election Period for which it was granted. In no event may a right granted hereunder be exercised later than the period of time specified in section 423(b)(7)(B) of the Code. Except as otherwise provided in Paragraph 9, a right to purchase Shares granted under the Plan shall be treated as exercised on the last Trading Day of each Election Period. (c) Changing Enrollment. The offering of Shares pursuant to rights granted ------------------- under the Plan shall occur only during an Election Period and shall be made only to Participants. Once an Eligible Employee is enrolled in the Plan, the Committee or the Employer will inform the Administrator of such fact. Once enrolled, a Participant shall continue to participate in the Plan for each successive Election Period(s) until he or she terminates his or her participation by revoking his or her payroll 5 deduction authorization or by revoking his or her alternative contribution authorization or not contributing his or her alternative contributions or ceases to be an Eligible Employee. Once a Participant has elected to participate under the Plan, that Participant's payroll deduction authorization or alternative contribution authorization shall apply to all subsequent Election Periods unless and until the Participant ceases to be an Eligible Employee or the Participant changes or terminates said authorization. Unless otherwise required by the applicable Local Law if a Participant desires to change his or her rate of contribution during an Election Period such change shall be effective for the next Election Period and only if such change is made by the Participant giving notice to the Committee or the Employer in the manner established by the Committee. 5. Term of Plan This Plan shall be in effect from September 1, 2001, and end after August 31, 2011. 6. Number and Type of Shares to Be Made Available Under The Plan Subject to adjustment as provided in Paragraph 16 hereof, the total number of Shares made available for purchase by Participants granted rights which are exercised under Paragraph 9 hereof is, three hundred thousand (300,000) Shares, which may consist of authorized but unissued shares, treasury shares, or shares purchased by the Company in the open market. The provisions of Paragraph 9(d) shall control in the event the number of Shares covered by rights which are exercised for any Election Period exceeds the number of Shares available for sale under the Plan. If all of the Shares authorized for sale under the Plan have been sold, the Plan shall either be continued through additional authorizations of Shares made by the Board (such authorizations must, however, comply with Paragraph 17 hereof), or shall be terminated in accordance with Paragraph 17 hereof. 7. Use of Funds All payroll deductions or alternative contributions received or held by an Employer under the Plan will be used to purchase Shares in accordance with the provisions of this Plan. Any amounts held by an Employer or other party holding amounts in connection with or as a result of payroll deductions or alternative contributions made pursuant to the Plan and pending the purchase of Shares hereunder shall be considered a non-interest-bearing, unsecured indebtedness extended to the Employer or other party by the Participants, unless otherwise required under the applicable Local Law. Administrative expenses of the Plan shall be allocated to each Participant's Plan Account unless the Employer pays such expenses. The Participant agrees to sign any and all appropriate documents to facilitate such allocation. 8. Amount of Contribution; Method of Payment (a) Payroll Deduction or Alternative Contribution. Except as otherwise --------------------------------------------- specifically provided herein, the Purchase Price will be payable by each Participant by means of payroll deduction or alternative contribution. The payroll deduction or alternative contribution shall be in increments of one 6 percent (1%). Unless otherwise authorized by the Committee, the minimum payroll deduction or alternative contribution permitted shall be an amount equal to two percent (2%) of a Participant's Compensation and the maximum payroll deduction or alternative contribution shall be an amount equal to fifteen percent (15%) of a Participant's Compensation. In any event, the total payroll deduction or alternative contribution permitted to be made by any Participant in any calendar year shall be limited to the sum of legal currency equivalent of U.S. $25,000 as specified under Section 423(b)(8)(C), or such other amount as Section 423(b)(8)(C) of the Code, or any successor section, may hereafter allow. The actual percentage of Compensation to be deducted or contributed shall be specified by a Participant in his or her authorization to participate in the Plan. Unless otherwise authorized by the Committee, Participant may not deposit any separate cash payments into his/her Plan Account. Payroll deductions will commence with the first payroll issued during the Election Period and will, except as otherwise provided herein, continue with each payroll throughout the entire Election Period, except for pay periods for which such Participant receives no Compensation. A pay period which ends at such time that it is administratively impracticable to credit any payroll for such pay period to the then current Election Period will be credited in its entirety to the immediately subsequent Election Period. A pay period that overlaps Election Periods will be credited in its entirety to the Election Period in which it is paid. Alternative contributions will be made in accordance with the procedure established by the Committee. (b) Application of Withholding Rules. Payroll deductions or alternative -------------------------------- contributions shall be retained by the Employer or other party, designated by the Committee or the Employer as the case may be, until applied to the purchase of Shares as described in Paragraph 9 hereof and the satisfaction of any related withholding obligations (including any employment tax obligations) under the applicable Local Law. At the time the Shares are purchased, or at the time some or all of the Shares issued under the Plan are disposed of, Participants must make adequate provision for the Employer's tax withholding obligations (including any employment tax obligations), if any, which arise in any applicable jurisdiction upon the purchase or disposition of the Shares. Subject to the applicable Local Law and the Holding Period, if any, the Employer may instruct the Administrator to dispose or sell such number of Shares (credited to the Participant's Plan Account) to raise the amount necessary, or may withhold from each Participant's Compensation the amount necessary, to enable the Employer to meet applicable withholding obligations, including any withholding required to make available to the Employer any tax deductions or benefits attributable to the sale or early disposition of Shares by the Participant. Each Participant, as a condition of participating under the Plan, agrees to bear responsibility for all taxes required to be withheld in any applicable jurisdiction from his or her Compensation as well as the Participant's portion of applicable social security or similar such taxes, with respect to any Compensation arising on account of the purchase or disposition of Shares. The Employer may increase income and/or employment tax withholding on a Participant's Compensation after the purchase or disposition of Shares in order to comply with the applicable tax laws in any jurisdiction. The Participant agrees to sign any and all appropriate documents to facilitate payment of all applicable taxes by the Employer, including but not limited to withholding by the Employer from Participant's Compensation, or by the Employer instructing the Administrator to sell the required number of Shares. 7 9. Purchasing, Transferring Shares (a) Maintenance of Plan Account. Upon the exercise of a Participant's initial --------------------------- right to purchase Shares under the Plan, the Administrator shall establish a Plan Account in the name of such Participant. At the close of each Election Period, the aggregate amount deducted during such Election Period by the Employer from a Participant's Compensation by way of payroll deduction or alternative contributions made to the Plan by the Participant (and credited to an account maintained by the Employer or other party) and interest, if any, payable under the applicable Local Law will be communicated by the Employer to the Administrator. The Company shall convert the said payroll deductions or alternative contributions into US dollars in accordance with the process and at the rate established by the Committee. The Administrator shall thereupon credit to the Participant's Plan Account such US dollars. As of the last day of each Election Period, or as soon thereafter as is administratively practicable, each Participant's right to purchase Shares will be exercised automatically for him or her by the Administrator with respect to those amounts reported to the Administrator by the Committee or Employer as credited to that Participant's Plan Account. On the date of exercise, the amount then credited to the Participant's Plan Account for the purpose of purchasing Shares hereunder will be divided by the Purchase Price and there shall be credited to the Participant's Plan Account by the Administrator the number of whole Shares which results. The Administrator shall hold in its name, or in the name of its nominee, all Shares so purchased by Participants under the Plan. (b) Share Price and Exchange Fluctuation Risk. Participation in the Plan, ----------------------------------------- purchase, ownership and sale of Shares under the Plan, is subject to risk of fluctuation in Shares' price and currency exchange. (c) Insufficient Funds for Whole Shares. In the event that the amount ----------------------------------- credited to Participant's Plan Account is not exactly equal to the Purchase Price for a whole number of Shares, then any excess amount may be refunded to the Participant without interest or where required by the applicable Local Law with interest, or may be used to purchase Shares in the subsequent Election Periods, as determined by the Committee. (d) Insufficient Number of Available Shares. In the event the number of --------------------------------------- Shares covered by rights which are exercised for any Election Period exceeds the number of Shares available for sale under the Plan, the number of Shares actually available for sale hereunder shall be allocated by the Administrator among the Participants in proportion to the amount then credited to each Participant's Plan Account over the total amount then credited to all Participant's Plan Accounts. Any excess amounts withheld and credited to Participants' Plan Accounts then shall be returned to the Participants as soon as is administratively practicable without interest or where required by the applicable Local Law with interest. (e) Handling Excess Shares. In the event that the number of Shares which ---------------------- would be credited to any Participant's Plan Account in any Election Period exceeds the limit specified in Paragraph 2(l)(iii) hereof, such Participant's Plan Account shall be credited with the maximum number of Shares permissible, and the remaining amounts will be refunded in cash as soon as administratively practicable without interest or where required by the applicable Local Law with interest or used to purchase Shares in the subsequent Election Periods, as determined by the Committee. 8 10. Dividends and Other Distributions (a) Subject to the applicable Local Law, cash dividends and other cash distributions and stock dividends and other non-cash distributions received by the Administrator on Shares held in custody hereunder will be credited to the Plan Account of an individual Participant in accordance with such Participant's interest in the Shares with respect to which such dividends or distributions are paid. (b) Cash dividends or cash distributions will be paid in cash to the Participant as soon as administratively possible, after receipt thereof by the Administrator. (c) Stock dividends and other non-cash distributions of property will be subject to the similar Holding Period, if any applicable to the Shares with respect to which the same is declared. (d) Tax Responsibilities. The Administrator shall report to each Participant -------------------- (or Eligible Employee with a Plan Account) the amount of dividends credited to his or her Plan Account. Subjecting the stock dividends or other non-cash distributions to the Holding Period requirement will not relieve a Participant (or Eligible Employee with Plan Account) of any income or other tax that may be due on or with respect to such dividend or other non-cash distribution of property. 11. Voting of Shares A Participant shall have no interest or voting rights in the Shares until such time as the Shares are credited to the Participant's Plan Account. Shares held for a Participant (or Eligible Employee) in his or her Plan Account will be voted in accordance with the Participant's (or the Eligible Employee's) express direction. In the absence of any such directions such Shares will not be voted. 12. In-Service Distribution or Sale of Shares (a) Sale of Shares. Subject to the provisions of Paragraph 20 hereof, a -------------- Participant may, at any time after the later of the time (i) after the Shares have been purchased and allocated to the Participant's Plan Account in accordance with Section 9(a) hereof, or (ii) after the end of the Holding Period, if any, and without withdrawing from the Plan, by giving notice to the Administrator, direct the Administrator to sell all or part of the Shares held on behalf of the Participant. Upon receipt of such a notice, the Administrator shall, as soon as practicable after receipt of such notice, sell such Shares and transmit the net proceeds of such sale (less any bank service fees, brokerage charges, transfer or withholding taxes, and any other transaction fee, expense or cost) to the Participant. (b) In-Service Share Distributions. A Participant may, at any time after the ------------------------------ later of the time (i) after the Shares have been purchased and allocated to the Participant's Plan Account in accordance with Section 9(a) hereof, or (ii) after the end of the Holding Period, if any, and without withdrawing from the Plan, request that a certificate for all or part of the whole number of Shares held in his or her Plan Account be sent to him or her as described in Paragraph 9(a) above. All such requests must be submitted in writing to the Administrator. The Administrator may impose a reasonable charge, to be paid by the Participant, for each stock certificate so issued. 13. Cessation of Active Participation A Participant may during the Enrollment Period, by giving notice to the Committee or the Employer, in the manner established by the Committee, revoke his or her authorization for payroll deduction or alternative contribution for the Election Period to which such authorization relates. Unless 9 otherwise required by the applicable Local Law, a Participant may not terminate his or her participation by revoking his or her authorization for payroll deduction or alternative contribution or not contributing his or her alternative contributions for the Election Period after such Election Period has commenced. If a Participant terminates his or her participation in the Plan during an Election Period, such termination shall be effective for the next Election Period, and only if such termination is made by the Participant by giving notice to the Committee or the Employer in the manner established by the Committee 14. Termination of Employment or Cessation of Eligibility In the event that a Participant ceases to be employed by the Employer for any reason, including death, disability, retirement or voluntary or involuntary termination, or ceases to be an Eligible Employee, then the Participant's rights under the Plan shall terminate. Except as provided in Paragraph 15, below, the Company shall as soon as administratively possible, refund to the Participant without interest or where required by the applicable Local Law with interest the payroll deductions or alternative contributions made by the Participant during the Election Period in which such termination of employment or cessation of eligibility occurs. 15. Assignment The payroll deductions, or alternative contributions or interest where payable under the applicable Local Law credited to a Participant's Plan Account, or any rights to purchase Shares under the Plan may not be assigned, alienated, transferred, pledged, or otherwise disposed of in any way by a Participant other than by will or the laws of descent and distribution. Any such assignment, alienation, transfer, pledge, or other disposition shall be without effect, except that the Committee may treat such act as an election to withdraw from the Plan. A Participant's right to purchase Shares under this Plan may be exercisable during the Participant's lifetime only by the Participant. A Participant's Plan Account shall be payable to the Participant's estate upon his or her death in accordance with the applicable laws of death, descent and distribution. 16. Adjustment of and Changes in Shares If at any time after the effective date of the Plan the Company shall subdivide or reclassify the Shares with respect to which a purchase right has been or may be granted under the Plan, or shall declare thereon any stock split or dividend payable in Shares, or shall alter the capital structure of the Shares or the Company in any similar manner, then the number and class of Shares held in the Plan and which may thereafter be subject to the Share purchase right granted under the Plan (in the aggregate and to any Participant) shall be adjusted accordingly, and in the case of each right outstanding at the time of any such action, the number and class of Shares which may thereafter be purchased pursuant to such right and the Purchase Price shall be adjusted accordingly, as necessary to preserve the rights of the holder(s) of such Shares and right(s). 17. Amendment or Termination of the Plan The Committee shall have the right, at any time, to amend, modify or terminate the Plan without notice; provided, however, that no Participant's existing rights shall be adversely affected by any such 10 amendment, modification or termination, except to comply with the applicable Local Law, stock exchange rules or accounting rules. Notwithstanding the foregoing, the Committee shall have the right to terminate the Plan with respect to all future payroll deductions or alternative contributions and related purchases at any time. Such termination of the Plan shall also terminate any current Election Period in accordance with Paragraph 4 of the Plan. 18. Designation of Subsidiaries Subsidiaries may be added as Designated Subsidiaries by the Committee in its sole discretion from time to time. 19. Operating Regulations The Committee may make regulations for the operation of the Plan that are not inconsistent with these rules to apply to Employees and Participants who are employed or resident outside of the United States of America (provided such regulations are not in violation of the applicable Local Law) including, but not limited to, regulations in respect of those matters set out at Paragraphs 2(c), 2(i), 2(l), 2(m), 2(p), 2(m), 4, 6, 7, 8, 10, 13, 14, 17 and 20 hereof. Regulations shall be made by way of Addendum. 20. Administration (a) Administration. The Plan shall be administered by the Committee. The -------------- Committee shall be responsible for the administration of all matters under the Plan which have not been delegated to the Administrator. The Committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Any rule or regulation adopted by the Committee shall remain in full force and effect unless and until altered, amended or repealed by the Committee. (b) Specific Responsibilities. The Committee's responsibilities shall ------------------------- include, but shall not be limited to: (i) interpreting the Plan (including issues relating to the definition and application of "Compensation"); (ii) identifying and compiling a list of persons who are Eligible Employees for an Election Period; (iii) identifying those Eligible Employees not entitled to be granted rights or other rights for an Election Period on account of the limitations described in Paragraph 2(l)(iii) hereof; (iv) providing to Participants upon request Company financial statements which are publicly available; (v) delivering to the Participants stock certificates, subject to Holding Period, if any, representing the Shares purchased or credited to the Participant's Plan Account. 11 The Committee may from time to time adopt rules and regulations for carrying out the terms of the Plan. Interpretation or construction of any provision of the Plan by the Committee shall be final and conclusive on all persons, absent specific and contrary action taken by the Board. Any interpretation or construction of any provision of the Plan by the Committee shall be final and conclusive. 21. Securities Law and Other Restrictions Notwithstanding any provision of the Plan to the contrary, no payroll deductions or alternative contributions shall take place and no Shares may be purchased or sold under the Plan until a registration statement has been filed and become effective with respect to the issuance of the Shares covered by the Plan under the Act and any other required action has been taken under any other applicable Local Law of the jurisdiction in which the Employer of the Employee is located or the Employee is employed or resides. Prior to the effectiveness of such registration statement, Shares subject to purchase under the Plan may be offered to Eligible Employees only pursuant to an exemption from the registration requirements of the Act and pursuant to any other action that is required under any applicable Local Law. 22. No Independent Employees' Rights Nothing in the Plan shall be construed to be a contract of employment between an Employer or its parent or any Subsidiary and any Employee, or any group or category of Employees (whether for a definite or specific duration or otherwise), or to prevent the Employer, its parent or any Subsidiary from terminating any Employee's employment at any time, in accordance with the applicable Local Law. Nothing in this Plan shall be construed as conferring any rights of a shareholder in any Employee or any other person until the Shares are credited to the Plan Account. 23. Applicable Law (a) Section 423 of the Code. The Plan shall be construed, administered and ----------------------- governed having regard to Section 423 of the Code. (b) Other Applicable Law. Subject to Paragraph 23(a) hereof, the Plan shall -------------------- be construed, administered and governed in all respects under the laws of the State of California. 24. Merger or Consolidation Each outstanding purchase right will automatically be exercised immediately prior to the effective date of any Corporate Transaction (as defined below), by applying the accumulated payroll deductions or alternative contributions and interest where payable under the applicable Local Law, of each Participant for the Election Period in which such Corporate Transaction occurs to the purchase of whole Shares at the Purchase Price for such Election Period by treating the day immediately prior to the effective date of any Corporate Transaction as the last Trading Day of the Election Period, unless the Committee determines, in the exercise of its sole discretion, to establish an earlier date as the last Trading Day of the Election Period, or to provide that purchase rights shall be assumed by a successor entity that is a party to the Corporate Transaction or terminate the Plan as of the end of the Election 12 Period immediately preceding the effective date of the Corporate Transaction and promptly refund to Participants all payroll deductions or alternative contributions and interest where payable under the applicable Local Law accumulated through such effective date. The applicable limitation on the number of whole Shares purchasable per Participant will continue to apply to any purchase made hereunder. With respect to Shares acquired prior to or in connection with a Corporate Transaction, each Participant will thereafter be entitled to receive as soon as practicable following the effective date of such Corporate Transaction the securities or property which a holder of Shares of the Company was entitled to receive in connection with such Corporate Transaction. For purposes of this Paragraph 24, "Corporate Transaction" shall mean, a transaction by which the Company is acquired by merger or sale of all or substantially all of the Company's assets or outstanding voting stock. I. Addenda 13 Appendix A The terms for the operation of the Plan in relation to Participants in Australia These terms are made under the Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan. Except to the extent modified under this Addendum, all the provisions of the Plan apply to the Eligible Employees and Participants resident in Australia and employed by the Designated Subsidiary or Designated Subsidiaries located in Australia. Pursuant to Paragraph 19 of the Plan, the following regulations are made: 1. Paragraph 2(m) of the Plan to read as follows: "(m) "Employee" shall mean: (i) an individual who is a regular full time or part time employee of the Employer as defined under Local Law; (ii) an individual who is employed by the Employer and who works either a full time or part time work schedule and is normally included in the authorized staffing targets and budget of the Employer." 2. Paragraph 2(p) of the Plan to read as follows: "(p) "Holding Period" shall mean the period during which the Participant is not permitted to transfer, sell, pledge or otherwise deal in the Shares credited to the Participant's Plan Account. The Holding Period for the purposes of this Addendum will be the earlier of (i) three (3) years beginning on the day the Shares are acquired by the Participant, or (ii) cessation of employment of the Participant with the Company or a Designated Subsidiary." 3. Payroll Deduction or Alternative Contribution: In respect of Paragraphs 2(k), 2(s) and 2(u); 4(c); 7; 8(a) and (b); 9 (a) 13; 14; 15; 17, 21; 24 and such other Paragraphs of the Plan, where reference is made to "payroll deduction or alternative contribution" that reference shall be read as "payroll deduction" only. In other words, a Participant shall only be allowed to contribute to the Plan by authorizing payroll deductions. Alternative contributions shall not be permitted. 4. Paragraph 7 of the Plan to read as follows: "7. Use of Funds All payroll deductions received or held by the Employer under the Plan will be used to purchase Shares in accordance with the provisions of the Plan. Any amounts held by an Employer or other party in connection with or as a result of payroll deductions made pursuant to the Plan and pending the purchase of Shares hereunder shall be held by the Employer in trust for the Participant in an account of an Australian Authorized Deposit Taking Institution, which has been established and A-1 will be kept by the Employer solely for the purpose of depositing Participant's contributions under the Plan." 5. Paragraph 12 of the Plan to read as follows: "12. In-Service Sale or Distribution of Shares (a) Sale of Shares. Subject to the provisions of Paragraph 20 of the -------------- Plan, a Participant may at any time after the end of the Holding Period defined in Section 2 of this Addendum and without withdrawing from the Plan, by giving notice to the Administrator, direct the Administrator to sell all or part of the Shares held on behalf of the Participant. Upon receipt of such a notice, the Administrator shall, as soon as practicable after receipt of such notice, sell such Shares and transmit the net proceeds of such sale (less any bank service fees, brokerage charges, transfer or withholding taxes, and any other transaction fee, expense or cost) to the Participant. (b) In-Service Share Distributions. A Participant may, after the end of ------------------------------- the Holding Period defined in Section 2 of this Addendum and without withdrawing from the Plan, request that a certificate for all or part of the whole number of Shares held in his or her Plan Account be sent to him or her. All such requests must be submitted in writing to the Administrator. The Administrator may impose a reasonable charge, to be paid by the Participant, for each stock certificate so issued. A-2 Appendix B The terms for the operation of the Plan in relation to Participants in Belgium These terms are made under the Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan. Except to the extent modified under this Addendum, all the provisions of the Plan apply to the Eligible Employees and Participants resident in Belgium and employed by the Designated Subsidiary or Designated Subsidiaries located in Belgium. Pursuant to Paragraph 19 of the Plan, the following regulations are made: 1. Paragraph 2(l) of the Plan to read as follows: "(l) "Eligible Employee" shall mean an Employee of a Designated Subsidiary with one (1) year service with the Designated Subsidiary on an Enrollment Date. Employees of Designated Subsidiaries that have become subsidiaries by reason of having been acquired by the Company or a Subsidiary and companies that have been merged with the Company or a Subsidiary may, in the discretion of the Committee, receive credit for the time they have worked for such acquired or merged company prior to the affiliation with Company or Designated Subsidiary. The Committee in its sole discretion may determine that the following Employees shall not be Eligible Employees under the Plan: (i) Employees who are actually not on the Employer's payroll at the beginning of a six-month Election Period; (ii) Any Employee who would own more than five (5) percent of the common stock in the Company immediately after the Share purchase opportunity is granted to them under the Plan. Shares that the Employee may purchase under all outstanding stock options or such other share-based compensation plan of the Company shall be treated as stock owned by the Employee for such purposes, even though the option is not presently exercisable or the Shares are not presently receivable by the Employee; (iii) Employees who are subject to Section 16(a) of the 1934 Act; and (iv) Employees who are eligible to participate or who participate in the Company's 1989 Employee Stock Purchase Plan." 2. Paragraph 2(m) of the Plan to read as follows: "(m) "Employee" shall mean, (i) an individual working full-time or part-time under an employment contract for an indefinite duration; (ii) an individual, other than an individual described in (i) and (iii) hereof, who is not self-employed who works either a full- time or part-time work schedule and who is normally included in the authorized staffing targets and budget of the Employer; and B-1 (iii) an individual working full-time or part-time under a fixed term or a temporary employment contract but who is expected to fill a permanent staffing need." 3. Paragraph 2(p) of the Plan to read as follows: (p) "Holding Period" shall mean, the period during which the Participant is not permitted to transfer, sell, pledge or otherwise deal in the Shares credited to the Participant's Plan Account regardless of the termination of any employment contract for whatever reason including but not limited to death, disability, or dismissal. The Holding Period for the purposes of this Addendum will be a period of two (2) years beginning on the day the Shares are purchased by the Participant." 4. Paragraph 2(w) of the Plan to read as follows: (w) "Purchase Price" shall mean, for each Share purchased in accordance with Paragraph 9 of the Plan, an amount equal to any percentage figure from ninety percent (90%) to one-hundred percent (100%), as approved by the Committee, of the Closing Value on the last Trading Day of the Election Period, which for the Plan purposes shall be deemed to be the date the right to purchase such Shares granted to each Eligible Employee was exercised. The Committee may in its sole discretion, approve in lieu of the forgoing formula, such other formula, as it deems appropriate. The Purchase Price as determined hereunder may be in respect of one or more Election Periods and shall remain in effect until changed by the Committee. In no event, however, may the Committee select a Purchase Price that would be lower than that allowed under Section 423(b)(6) of the Code or any successor section." 5. Payroll Deduction or Alternative Contribution: (I) In respect of Paragraphs 2(k), 2(s) and 2(u); 4(c); 7; 8(a) and (b); 9 (a); 13; 14; 15; 17; 21; 24 and such other Paragraphs of the Plan, where reference is made to "payroll deduction or alternative contribution" that reference shall be read as "payroll deduction" only. In other words, a Participant shall only be allowed to contribute to the Plan by authorizing payroll deductions. Alternative contributions shall not be permitted. (II) Paragraphs 7 and 13 of the Plan will be modified as shown in Sections 7 and 9 of this Addendum. 6. Payment of Interest: (I) Interest will be payable on the accumulated payroll deductions. The provisions of Paragraphs 4(b); 9(a), (b), (c) and (d); 14; 15; 17; 24 and such other Paragraphs of the Plan, insofar as they relate to the payment of interest, shall read accordingly. B-2 7. Paragraph 7 of the Plan to read as follows: "7. Use of Funds All payroll deductions and interest received or held by the Employer under the Plan will be used to purchase Shares in accordance with the provisions of the Plan. Any amounts held by an Employer or other party in connection with or as a result of payroll deductions made pursuant to the Plan and pending the purchase of Shares hereunder shall be held in an interest bearing account with a Belgian bank or branch of a foreign bank authorized to carry out business in Belgium. Administrative expenses of the Plan shall be allocated to each Participant's Plan Account unless the Employer pays such expenses. The Participant agrees to sign any and all appropriate documents to facilitate such allocation." 8. Paragraph 12 of the Plan to read as follows: "12. In-Service Sale or Distribution of Shares (a) Sale of Shares. Subject to the provisions of Paragraph 20 of the -------------- Plan, a Participant may at any time after the end of the Holding Period as defined in Section 3 of this Addendum, and without withdrawing from the Plan, by giving notice to the Administrator, direct the Administrator to sell all or part of the Shares held on behalf of the Participant. Upon receipt of such a notice, the Administrator shall, as soon as practicable after receipt of such notice, sell such Shares, and transmit the net proceeds of such sale (less any bank service fees, brokerage charges, transfer or withholding taxes, and any other transaction fee, expense or cost) to the Participant. (b) In-Service Share Distributions. A Participant may, without ------------------------------ withdrawing from the Plan, after the end of the Holding Period specified in Section 3 of this Addendum, request that a certificate for all or part of the whole number of Shares held in his or her Plan Account be sent to him or her. All such requests must be submitted in writing to the Administrator. The Administrator may impose a reasonable charge, to be paid by the Participant, for each stock certificate so issued." 9. Paragraph 13 to read as follows: "13. Cessation of Active Participation A Participant may during the Enrollment Period, by giving notice to the Committee or Employer, revoke his or her authorization for payroll deduction for the Election Period to which such Enrollment Period relates. A Participant may revoke his or her authorization for payroll deduction for the Election Period before the end of such Election Period. Except as provided in Paragraph 15 of the Plan, the Company shall, as soon as administratively possible, refund to the Participant, with interest, the payroll deductions for the Election Period in which such cessation occurs. Any revocation after the end of the Election Period will be valid for the next Election Period." B-3 Appendix C The terms for the operation of the Plan in relation to Participants in France These terms are made under the Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan. Except to the extent modified under this Addendum, all the provisions of the Plan apply to the Eligible Employees and Participants resident in France and employed by Designated Subsidiary or Designated Subsidiaries located in France. Pursuant to Paragraph 19 of the Plan, the following regulations are made: 1. Paragraph 2(i) of the Plan to be modified as follows: The words "regular fixed basic compensation" in the definition of the term "Compensation" under Paragraph 2(i) of the Plan shall be read as "Salaire de Base". 2. Paragraph 2(m) of the Plan to read as follows: "(m) "Employee" shall mean an individual who is a full time or part time employee of the Employer as defined under Local Law." 3. Paragraph 2(p) of the Plan to read as follows: "(p) "Holding Period" shall mean, the period during which the Participant is not permitted to transfer, sell, pledge or otherwise deal in the Shares credited to the Participant's Plan Account regardless of the termination of any employment contract for whatever reason including but not limited to death, disability, or dismissal. The Holding Period shall be determined by the Committee in its sole discretion. The determination of the Committee may be in respect of Shares credited in respect of one or more Election Periods and shall remain in effect until changed by the Committee." 4. Payroll Deduction or Alternative Contribution: (I) In respect of Paragraphs 2(k), 2(s) and 2(u); 7; 4(c); 8(a) and (b); 9 (a); 13; 14; 15; 17; 21; 24 and such other Paragraphs of the Plan, where reference is made to "payroll deduction or alternative contribution" that reference shall be read as "payroll deduction" only. In other words, a Participant shall only be allowed to contribute to the Plan by authorizing payroll deductions. Alternative contributions shall not be permitted. 5. Paragraph 2(w) of the Plan to read as follows: "(w) "Purchase Price" shall mean, for each new Share issued in accordance with Paragraph 9 of the Plan, the fair value of such a Share as determined by a financial advisor or appraiser, as selected by the Committee or Employer in their sole and absolute discretion, taking into account the Holding Period. The fair value of a Share, that is subject to the Holding Period, shall approximate a value not less than eighty five (85%) of the Closing Value on the last Trading Day of the Election Period for Shares that bare no Holding Period and are freely tradable. Such date, for the purposes of this Addendum, being deemed to be the date the right to purchase such Shares granted to each Eligible Employee was C-1 exercised. The Committee may, in its sole discretion, approve in lieu of the foregoing formula any other formula. The Purchase Price determined hereunder may be in respect of one or more Election Periods and shall remain in effect until changed by the Committee. In no event, however, may the Committee select a Purchase Price that would be lower than that allowed under Section 423(b)(6) of the Code or any successor section." 6. Paragraph 6 of the Plan - Number and Types of Shares to be Made Available under the Plan The total number of Shares required for purchase by Participants granted rights under this Addendum which are exercised under Paragraph 9 of the Plan will be made available by way of authorized and unissued Shares or treasury Shares only. In other words, Shares to be credited to the Participant's Plan Account will not be purchased from the open market on the date the Participant exercises such rights. 7. Paragraph 12 of the Plan to read as follows: "12. In-Service Sale or Distribution of Shares (a) Sale of Shares. Subject to the provisions of Paragraph 20 of the -------------- Plan, a Participant may at any time after the end of the Holding Period as defined in Section 3 of this Addendum and without withdrawing from the Plan, by giving notice to the Administrator, direct the Administrator to sell all or part of the Shares held on behalf of the Participant. Upon receipt of such a notice, the Administrator shall, as soon as practicable after receipt of such notice, sell such Shares and transmit the net proceeds of such sale (less any bank service fees, brokerage charges, transfer or withholding taxes, and any other transaction fee, expense or cost) to the Participant. (b) In-Service Share Distributions. A Participant may, after the end of ------------------------------ the Holding Period specified in Section 3 of this Addendum and without withdrawing from the Plan, request that a certificate for all or part of the whole number of Shares held in his or her Plan Account be sent to him or her. All such requests must be submitted in writing to the Administrator. The Administrator may impose a reasonable charge, to be paid by the Participant, for each stock certificate so issued." C-2 Appendix D The terms for the operation of the Plan in relation to Participants in Germany These terms are made under the Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan. Except to the extent modified under this Addendum, all the provisions of the Plan apply to the Eligible Employees and Participants resident in Germany and employed by the Designated Subsidiary or Designated Subsidiaries located in Germany. Pursuant to Paragraph 19 of the Plan, the following regulations are made: 1. Paragraph 2(i) of the Plan to read as follows: The words "regular fixed basic gross compensation" under Paragraph 2(i) of the Plan shall be read as "regular fixed basic after-tax compensation". 2. Paragraph 2(l) of the Plan to read as follows: "(l) "Eligible Employee" shall mean, an Employee of a Designated Subsidiary with one (1) year service on an Enrollment Date. Employees of Designated Subsidiaries that have become subsidiaries by reason of having been acquired by the Company or a Subsidiary and companies that have been merged with the Company or a Subsidiary may, in the discretion of the Committee, receive credit for the time they have worked for such acquired or merged company prior to the affiliation with Company or Designated Subsidiary. The Committee in its sole discretion may determine that the following Employees shall not be Eligible Employees under the Plan: (i) Employees who are not actively employed by the Employer at the beginning of a six-month Election Period. Provided however that Employer on maternity and paternity leave should not be excluded. (ii) Any Employee who would own more than five (5) percent of the common stock in the Company immediately after the Share purchase opportunity is granted to them under the Plan. Shares that the Employee may purchase under all outstanding stock options or such other share-based compensation plan of the Company shall be treated as stock owned by the Employee for such purposes, even though the option is not presently exercisable or the Shares are not presently receivable by the Employee; (iii) Employees who are subject to Section 16(a) of the 1934 Act; and (iv) Employees who are eligible to participate or who participate in the Company's 1989 Employee Stock Purchase Plan." 3. Paragraph 2(m) of the Plan to read as follows: "(m) "Employee" shall mean, (i) an individual who is a regular full time or part time employee of the Employer as defined under Local Law; D-1 (ii) an individual who works either a full time or part time work schedule and is normally included in the authorized staffing targets and budget of the Employer; and (iii) an individual who has been hired on a temporary contract but who is expected to fill a permanent staffing need." 4. Payroll Deduction or Alternative Contribution: (I) In respect of Paragraphs 2(k), 2(s) and 2(u); 4(c); 7; 8(a) and (b); 9 (a); 13; 14; 15; 17; 21; 24 and such other Paragraphs of the Plan, where reference is made to "payroll deduction or alternative contribution" that reference shall be read as "payroll deduction" only. In other words, a Participant shall only be allowed to contribute to the Plan by authorizing payroll deductions. Alternative contributions shall not be permitted. (II) Paragraph 13 will be modified as shown in Section 5 of this Addendum. 5. Paragraph 13 of the Plan to read as follows: "13. Cessation of Active Participation A Participant may during the Enrollment Period, by giving notice to the Committee or Employer, revoke his or her authorization for payroll deduction for the Election Period to which such Enrollment Period relates. A Participant may revoke his or her authorization for payroll deduction for the Election Period before the end of such Election Period. Except as provided in Paragraph 15 of the Plan, the Company shall, as soon as administratively possible, refund to the Participant, the payroll deductions for the Election Period in which such cessation occurs. Any revocation after the end of the Election Period will be valid for the next Election Period." D-2 Appendix E The terms for the operation of the Plan in relation to Participants in Ireland These terms are made under the Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan. Except to the extent modified under this Addendum, all the provisions of the Plan apply to the Eligible Employees and Participants resident in Ireland and employed by the Designated Subsidiary or Designated Subsidiaries located in Ireland. Pursuant to Paragraph 19 of the Plan, the following regulations are made: 1. Paragraph 2(m) of the Plan to read as follows: "(m) "Employee" shall mean: (i) an individual who is a regular full time or part time employee of the Employer as defined under the Local Law; (ii) an individual who works either a full-time or part-time work schedule and is normally included in the authorized staffing targets and budget of the Employer; and (iii) an individual who has been hired on a temporary contract but who is expected to fill a permanent staffing need. 2. Payroll Deduction or Alternative Contribution: In respect of Paragraphs 2(k), 2(s) and 2(u); 4(c); 7; 8(a) and (b); 9 (a) 13; 14; 15; 17, 21; 24 and such other Paragraphs of the Plan, where reference is made to "payroll deduction or alternative contribution" that reference shall be read as "payroll deduction" only. In other words, a Participant shall only be allowed to contribute to the Plan by authorizing payroll deductions. Alternative contributions shall not be permitted. E-1 Appendix F The terms for the operation of the Plan in relation to Participants in Italy These terms are made under the Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan. Except to the extent modified under this Addendum, all the provisions of the Plan apply to the Eligible Employees and Participants resident in Italy as defined under the applicable Italian tax code. Pursuant to Paragraph 19 of the Plan, the following regulations are made: 1. Payroll deduction or Alternative Contribution: I) In respect of Paragraphs 2(k), 2(s) and 2(u); 4(c); 7; 8(a) and (b); 9 (a) ; 13; 14; 15; 17; 21; 24 and such other Paragraphs of the Plan, where reference is made to "payroll deduction or alternative contribution" that reference shall be read as "payroll deduction" only. In other words, a Participant shall only be allowed to contribute to the Plan by authorizing payroll deductions. Alternative contributions shall not be permitted. II) Paragraph 8(a) of the Plan will be modified as shown in Section 6 of this Addendum. III) Paragraph 13 of the Plan will be modified as shown in Sections 8 of this Addendum. 2. Paragraph 2(l) of the Plan to read as follows: "(l) "Eligible Employee" shall mean an Employee of a Designated Subsidiary. The Committee, in accordance with the applicable legislation in the United States, may determine that the following Employees shall not be Eligible Employees under the Plan: (i) Any Employee who would own more than five (5) percent of the common stock in the Company immediately after the Share purchase opportunity is granted to them under the Plan. Shares that the Employee may purchase under all outstanding stock options or such other share-based compensation plan of the Company shall be treated as stock owned by the Employee for such purposes, even though the option is not presently exercisable or the Shares are not presently receivable by the Employee; (ii) Employees who are subject to Section 16(a) of the 1934 Act." 3. Paragraph 2(m) of the Plan to read as follows: "(m) "Employee" shall mean: (i) an individual who is a regular full time or part time employee of the Employer as defined under Local Law; (ii) an individual who works either a full time or part time work schedule and is normally included in the authorized staffing targets and budget of the Employer; and F-1 (iii) an individual who has been hired on a temporary contract but who is expected to fill a permanent staffing need." 4. Paragraph 2(p) of the Plan to read as follows: "(p) "Holding Period" shall mean, the period during which the Participant is not permitted to transfer, sell, pledge or otherwise deal in the Shares credited to the Participant's Plan Account regardless of the termination of any employment contract for whatever reason including but not limited to death, disability, or dismissal. The Holding Period shall be determined as the period of time beginning on the last day the Shares are assigned to the Participant and ending the same day of the third subsequent year." 5. Paragraph 2(w) of the Plan to read as follows: "(w) "Purchase Price" shall mean, for each Share purchased in accordance with Paragraph 9 of the Plan, an amount equal to any percentage figure from eighty-five percent (85%) to one-hundred percent (100%), as approved by the Committee, of the Closing Value on the last Trading Day of the Election Period, which for the Plan purposes shall be deemed to be the date the right to purchase such Shares granted to each Eligible Employee was exercised. However, the Committee may in its sole discretion determine that the total Fiscal Value of Discount with respect to all Shares credited to a Participant's Plan Account under the Plan in any one calendar year shall be limited to four million (4.000.000) Lira or Euro equivalent of four million (4.000.000) Lira, or such other amount as it may determine. The total Fiscal Value of Discount should be determined as the difference between the Purchase Price and the arithmetical average of the closing sales prices for such Share (or the closing bid, if no sales were reported) as quoted on the New York Stock Exchange, or such other established stock exchange or national market system on which the Share is listed or traded, for the Last Month before ending on the day in which Shares are assigned to the Participant. For the purposes of this definition, Last Month shall mean the period of time ending on the date of determination and beginning on the same day of the preceding month. The Share prices (or the closing bid price) on the date of determination and on the same day of the preceding month are included in the determination. If in this Last Month period there is no one Share price (or closing bid price) on the Stock Exchange, or such other established stock exchange or national market system on which the Share is listed or traded, Last Month shall mean the period of time ending on the same day of the month preceding the date of the determination and beginning on the same day of the two months preceding the last day of the Election Period. The Purchase Price as determined hereunder may be in respect of one or more Election Periods and shall remain in effect until changed by the Committee. F-2 In no event, however, may the Committee select a Purchase Price that would be lower than that allowed under Section 423(b)(6) of the Code or any successor section." 6. Paragraph 8(a) of the Plan to read as follows: "8(a) Payroll Deduction or Alternative Contribution. Except as otherwise --------------------------------------------------- specifically provided herein, the Purchase Price will be payable by each Participant by means of payroll deduction. The payroll deduction shall be in increments of one percent (1%). Unless otherwise authorized by the Committee, the minimum payroll deduction permitted shall be an amount equal to two percent (2%) of a Participant's Compensation and the maximum payroll deduction contribution shall be an amount equal to fifteen percent (15%) of a Participant's Compensation. In any event, the total payroll deduction permitted to be made by any Participant in any calendar year shall be limited to the lower of (i) Lira 22.666.000 (Lira 22.666 million) or Euro equivalent of Lira 22.666 million or (ii) legal currency equivalent of U.S. $25,000 as defined under Section 423 (b)(8)(C) of the Code, or such other amount as Section 423(b)(8)(C) of the Code, or any successor section, may hereafter allow. The actual percentage of Compensation to be deducted or contributed shall be specified by a Participant in his or her authorization to participate in the Plan. Unless otherwise authorized by the Committee, Participants may not deposit any separate cash payments into their Plan Accounts. Payroll deductions will commence with the first payroll issued during the Election Period and will, except as otherwise provided herein, continue with each payroll throughout the entire Election Period, except for pay periods for which such Participant receives no Compensation. A pay period which ends at such time that it is administratively impracticable to credit any payroll for such pay period to the then current Election Period will be credited in its entirety to the immediately subsequent Election Period. A pay period that overlaps Election Periods will be credited in its entirety to the Election Period in which it is paid. Alternative contributions will be made in accordance with the procedure established by the Committee." 7. Paragraph 12 of the Plan to read as follows: "(a) Sale of Shares. Subject to the provisions of Paragraph 20 of the -------------- Plan, a Participant may at any time after the end of the Holding Period as defined under Section 4 of this Addendum and without withdrawing from the Plan, by giving notice to the Administrator, direct the Administrator to sell all or part of the Shares held on behalf of the Participant. Upon receipt of such a notice, the Administrator shall, as soon as practicable after receipt of such notice, sell such Shares in the open market and transfer the net proceeds of such sale (less any bank service fees, brokerage charges, transfer or withholding taxes, and any other transaction fee, expense or cost) to the Participant. F-3 (b) In-Service Share Distributions. A Participant may, after the end of ------------------------------- the Holding Period requirement of Section 4 of this Addendum and without withdrawing from the Plan, request that a certificate for all or part of the whole number of Shares held in his or her Plan Account be sent to him or her. All such requests must be submitted in writing to the Administrator. The Administrator may impose a reasonable charge, to be paid by the Participant, for each stock certificate so issued." 8. Paragraph 13 of the Plan to read as follows: "13. Cessation of Active Participation A Participant may during the Enrollment Period, by giving notice to the Committee or Employer, revoke his or her authorization for payroll deduction for the Election Period to which such Enrollment Period relates. A Participant may revoke his or her authorization for payroll deduction for the Election Period before the end of such Election Period. Except as provided in Paragraph 15 of the Plan, the Company shall, as soon as administratively possible, refund to the Participant, the payroll deductions for the Election Period in which such cessation occurs. Any revocation after the end of the Election Period will be valid for the next Election Period." Paragraph 20 (b) of the Plan to read as follows: "(b) Specific Responsibilities. The Committee's responsibilities shall ------------------------- include, but shall not be limited to: (i) interpreting the Plan (including issues relating to the definition and application of "Compensation"); (ii) identifying and compiling a list of persons who are Eligible Employees for an Election Period; (iii) identifying those Eligible Employees not entitled to be granted rights or other rights for an Election Period, in compliance with the U.S. legislation; (iv) providing to Participants upon request Company financial statements which are publicly available; and (v) delivering to the Participants stock certificates, subject to the Holding Period, if any, representing the Shares purchased or credited to the Participant's Plan Account. The Committee may from time to time adopt rules and regulations for carrying out the terms of the Plan. Interpretation or construction of any provision of the Plan by the Committee shall be final and conclusive on all persons, absent specific and contrary action taken by the Board. Any interpretation or construction of any provision of the Plan by the Committee shall be final and conclusive." F-4 Appendix G The terms for the operation of the Plan in relation to Participants in Netherlands These terms are made under the Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan. Except to the extent modified under this Addendum, all the provisions of the Plan apply to the Eligible Employees and Participants resident in Netherlands and employed by the Designated Subsidiary or Designated Subsidiaries located in Netherlands. Pursuant to Paragraph 19 of the Plan, the following regulations are made: 1. Paragraph 2(l) of the Plan to read as follows: "(l) "Eligible Employee" shall mean an Employee of a Designated Subsidiary with one (1) year service on an Enrollment Date. Employees of Designated Subsidiaries that have become subsidiaries by reason of having been acquired by the Company or a Subsidiary and companies that have been merged with the Company or a Subsidiary may, in the discretion of the Committee, receive credit for the time they have worked for such acquired or merged company prior to the affiliation with the Company or Designated Subsidiary. The Committee in its sole discretion may determine that the following Employees shall not be Eligible Employees under the Plan: (i) Employees who are not actively employed by the Employer at the beginning of a six-month Election Period. Provided, however, that Employees on maternity, paternity and parental leave should not be excluded. Provided also that Employees who are disabled should not be excluded from participation (ii) Any Employee who would own more than five (5) percent of the common stock in the Company immediately after the Share purchase opportunity is granted to them under the Plan. Shares that the Employee may purchase under all outstanding stock options or such other share- based compensation plan of the Company shall be treated as stock owned by the Employee for such purposes, even though the option is not presently exercisable or the Shares are not presently receivable by the Employee; (iii) Employees who are subject to Section 16(a) of the 1934 Act; and (iv) Employees who are eligible to participate or who participate in the Company's 1989 Employee Stock Purchase Plan." 2. Paragraph 2(m) of the Plan to read as follows: "(m) "Employee" shall mean, an individual who is a regular full time or part time employee of the Employer as defined under Local Law." G-1 3. Payroll Deduction or Alternative Contribution: (I) In respect of Paragraphs 2(k), 2(s) and 2(u); 4(c); 7; 8(a) and (b); 9 (a); 13; 14; 15; 17; 21 ; 24 and such other Paragraphs of the Plan, where reference is made to "payroll deduction or alternative contribution" that reference shall be read as "payroll deduction" only. In other words, a Participant shall only be allowed to contribute to the Plan by authorizing payroll deductions. Alternative contributions shall not be permitted. (II) Paragraph 13 will be modified as shown in Section 4 of this Addendum. 4. Paragraph 13 of the Plan to read as follows: "13. Cessation of Active Participation A Participant may during the Enrollment Period, by giving notice to the Committee or Employer, revoke his or her authorization for payroll deduction for the Election Period to which such Enrollment Period relates. A Participant may revoke his or her authorization for payroll deduction for the Election Period before the end of such Election Period. Except as provided in Paragraph 15 of the Plan, the Company shall, as soon as administratively possible, refund to the Participant, the payroll deductions for the Election Period in which such cessation occurs. Any revocation after the end of the Election Period will be valid for the next Election Period." G-2 Appendix H The terms for the operation of the Plan in relation to Participants in Spain These terms are made under the Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan. Except to the extent modified under this Addendum, all the provisions of the Plan apply to the Eligible Employees and Participants resident in Spain and employed by the Designated Subsidiary or Designated Subsidiaries located in Spain. Pursuant to Paragraph 19 of the Plan, the following regulations are made: 1. Paragraph 2(l) of the Plan to read as follows: "(l) "Eligible Employee" shall mean an Employee of a Designated Subsidiary with one (1) year service on an Enrollment Date. Employees of Designated Subsidiaries that have become subsidiaries by reason of having been acquired by the Company or a Subsidiary and companies that have been merged with the Company or a Subsidiary may, in the discretion of the Committee, receive credit for the time they have worked for such acquired or merged company prior to the affiliation with the Company or Designated Subsidiary. The Committee in its sole discretion may determine that the following Employees shall not be Eligible Employees under the Plan: (i) Employees whose customary employment is less than 20 hours per week or who are employed for less than five months in any calendar year. (ii) Employees who are not actively employed by the Employer at the beginning of a six-month Election Period. Provided however that Employees on disability and on maternity, paternity and parental leave, as defined by applicable Spanish Social Security Regulations, should not be excluded from participation unless the exclusion can be objectively justified. (iii) Any Employee who would own more than five (5) percent of the common stock in the Company immediately after the Share purchase opportunity is granted to them under the Plan. Shares that the Employee may purchase under all outstanding stock options or such other share- based compensation plan of the Company shall be treated as stock owned by the Employee for such purposes, even though the option is not presently exercisable or the Shares are not presently receivable by the Employee; (iv) Employees who are subject to Section 16(a) of the 1934 Act; and (v) Employees who are eligible to participate or who participate in the Company's 1989 Employee Stock Purchase Plan." H-1 2. Paragraph 2(m) of the Plan to read as follows: "(m) "Employee" shall mean: (i) an individual who is a regular full time or part time employee of the Employer as defined under Local Law; (ii) an individual who works either a full time or part time work schedule and is normally included in the authorized staffing targets and budget of the Employer; and (iii) an individual who has been hired on a temporary contract but who is expected to fill a permanent staffing need." 3. Payroll Deduction or Alternative Contribution: (I) In respect of Paragraphs 2(k), 2(s) and 2(u); 4(c); 7; 8(a) and (b); 9 (a); 13; 14; 15; 17; 21; 24 and such other Paragraphs of the Plan, where reference is made to "payroll deduction or alternative contribution" that reference shall be read as "payroll deduction" only. In other words, a Participant shall only be allowed to contribute to the Plan by authorizing payroll deductions. Alternative contributions shall not be permitted. 4. Paragraph 2(w) of the Plan to read as follows: "(w) "Purchase Price" shall mean, for each Share purchased in accordance with Paragraph 9 hereof, an amount equal to any percentage figure from eighty-five percent (85%) to one-hundred percent (100%) as approved by the Committee of the Closing Value on the last Trading Day of the Election Period, which for the Plan purposes shall be deemed to be the date the right to purchase such Shares granted to each Eligible Employee was exercised. Provided however that the Committee may in its sole discretion determine, considering each purchase of Shares following the last Trading Day of the Election Period, that (i) the total discount corresponding to Shares purchased in each such Election Period, together with the discount corresponding to Shares purchased within the year prior to the date of such last purchase, shall not exceed five-hundred thousand (500.000) Spanish Pesetas or Euro equivalent of five-hundred thousand (500.000) Spanish Pesetas, and that (ii) the total discount corresponding to Shares purchased in each such Election Period, together with the discount corresponding to Shares purchased within the five-year period prior to the date of such last purchase, shall not exceed one million (1.000.000) Spanish Pesetas or Euro equivalent of one million (1.000.000) Spanish Pesetas. The Purchase Price as determined hereunder may be in respect of one or more Election Periods and shall remain in effect until changed by the Committee. In no event, however, may the Committee select a Purchase Price that would be lower than that allowed under Section 423(b)(6) of the Code or any successor section." H-2 Appendix I The Terms for the Operation of the Plan in relation to Participants in The United Kingdom These terms are made under the Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan. All the provisions of the Plan apply to Eligible Employees and Participants resident in the United Kingdom except to the extent modified under this Addendum. Pursuant to Paragraph 19 of the Plan, the following regulations are made: 1. Paragraph 2(b) of the Plan to read as follows: (b) "Administrator" shall mean the bank(s), brokerage firm(s), financial institution(s), or other entity or entities or person(s) engaged, retained or appointed by the Committee to act as the agent of the Employer and of the Participants under the Plan from time to time. 2. Paragraph 2(l) of the Plan to read as follows: (l) "Eligible Employee" shall mean an Employee of a Designated Subsidiary with one (1) year service on an Enrollment Date. Employees of Designated Subsidiaries that have become subsidiaries by reason of having been acquired by the Company or a Subsidiary and companies that have been merged with the Company or a Subsidiary may, in the discretion of the Committee, receive credit for the time they have worked for such acquired or merged company. The Committee in its sole discretion may determine that the following Employees shall not be Eligible Employees under the Plan: (i) Employees who are not actively employed by an Employer at the beginning of a six-month Election Period. Provided however that Employees on maternity, paternity and parental leave should not be excluded. Provided also that Employees who are disabled as defined under the Disability Discrimination Act of 1995 should not be excluded from participation unless the exclusion can be objectively justified; (ii) Any Employee who would own more than five (5) percent of the common stock in the Company immediately after the Share purchase opportunity is granted to them under the Plan. Shares that the Employee may purchase under all outstanding stock options or such other share-based compensation plan of the Company shall be treated as stock owned by the Employee for such purposes, even though the option is not presently exercisable or the Shares are not presently receivable by the Employee; (iii) Employees who are subject to Section 16(a) of the 1934 Act; and (iv) Employees who are eligible to participate or who participate in the Company's 1989 Employee Stock Purchase Plan." I-1 3. Paragraph 2(w) of the Plan to read as follows: (w) "Purchase Price" shall mean, for each Share purchased in accordance with Paragraph 9 hereof, an amount equal to the lesser of: (i) one hundred percent (100%) of the Closing Value of a Share on the first Trading Day of each Election Period or the earliest date thereafter as is administratively feasible, which for Plan purposes shall be deemed to be the date the right to purchase such Shares was granted to each Eligible Employee who is, or elects to become, a Participant; and (ii) one hundred percent (100%) of the Closing Value of such Share on the last Trading Day of the Election Period or the earliest date thereafter as is administratively feasible, which for Plan purposes shall be deemed to be the date each such right to purchase such Shares was exercised; The Committee may in its sole discretion, approve in lieu of the forgoing formula, such other formula as it deems appropriate. The Purchase Price as determined hereunder may be in respect of one or more Election Periods and shall remain in effect until changed by the Committee. In no event, however, may the Committee select a Purchase Price that would be lower than that allowed under Section 423(b)(6) of the Code or any successor section." 4. Payroll Deduction or Alternative Contribution: In respect of Paragraphs 2(k), 2(r) and 2(t); 4(c); 7; 8(a) and (b); 9 (a); 13; 14; 15; 17; 21; 24 and other Paragraphs of the Plan, where reference is made to "payroll deduction or alternative contribution" that reference shall be read as "payroll deduction" only. In other words, a Participant shall only be allowed to contribute to the Plan by authorizing payroll deductions. Alternative contributions shall not be permitted. 5. Paragraph 13 of the Plan to read as follows: "13. Cessation of Active Participation A Participant may during the Enrollment Period, by giving notice to the Committee or the Employer, in the manner established by the Committee, revoke his or her authorization for payroll deduction or alternative contribution for the Election Period to which such authorization relates. A Participant may cease participation during an Election Period by giving notice to the Committee or the Employer in the manner established by the Committee. A Participant who ceases participation in such manner may resume participation once during the same Election Period by giving notice to the Committee or the Employer in the manner established by the Committee. A Participant who has ceased and resumed participation during one Election Period may not resume participation I-2 during that Election Period if he or she subsequently ceases participation again during that Election Period. If a Participant terminates his or her participation in the Plan during an Election Period, such termination shall be effective for the next Election Period, and only if such termination is made by the Participant by giving notice to the Committee or the Employer in the manner established by the Committee." I-3 EX-4.2 4 dex42.txt TRUST DEED EXHIBIT 4.2 [LETTERHEAD OF SIMMONS & SIMMONS] Trust Deed between [Jacobs Engineering Group, Inc.] as the Company [Jacobs Engineering U.K. Limited and another] as Participating Companies and [ ] as Trustees relating to the Jacobs Engineering Group All Employee Share Scheme CONTENTS Trust Deed 1. Purpose.................................................................... 1 2. Status..................................................................... 1 3. Declaration of Trust....................................................... 1 4. Number of Trustees......................................................... 2 5. Information................................................................ 2 6. Residence of Trustees...................................................... 2 7. Change of Trustees......................................................... 2 8. Investment and Dealing with Trust Assets................................... 2 9. Loans to Trustees.......................................................... 3 10. Shares from Qualifying Share Ownership Trusts.............................. 3 11. Trustees' Obligations under the Plan....................................... 3 12. Power of Trustees to Raise Funds to Subscribe for a Rights Issue........... 5 13. Power to Agree Market Value of Shares...................................... 5 14. Personal Interest of Trustees.............................................. 5 15. Trustees' Meetings......................................................... 5 16. Subsidiary Companies....................................................... 5 17. Expenses of Plan........................................................... 6 18. Trustees' Liability and Indemnity.......................................... 6 19. Covenant by the Participating Companies.................................... 6 20. Acceptance of Gifts........................................................ 6 21. Trustee's Lien............................................................. 6 22. Amendments to the Plan..................................................... 6 23. Termination of the Plan.................................................... 7 Rules 1. DEFINITIONS................................................................ 9 2. PURPOSE OF THE PLAN........................................................ 13 3. ELIGIBILITY OF INDIVIDUALS................................................. 13
4. PARTICIPATION ON SAME TERMS............................................... 14 PART A......................................................................... 15 5. FREE SHARES............................................................... 15 PART B......................................................................... 18 6. PARTNERSHIP SHARES........................................................ 18 PART C......................................................................... 21 7. MATCHING SHARES........................................................... 21 PART D......................................................................... 23 8. DIVIDEND SHARES........................................................... 23 9. COMPANY RECONSTRUCTIONS................................................... 24 10. RIGHTS ISSUES............................................................. 25 Appendices..................................................................... 26
THIS DEED is dated and made - --------- BETWEEN: - -------- (1) [JACOBS ENGINEERING GROUP, INC.] (the "Company"), registered in [ ] as -------------------------------- ------- company number [ ] and having its registered office at [ ]; (2) [JACOBS ENGINEERING U.K. LIMITED registered in England and Wales as company -------------------------------- number 02594504 and having its registered office at Knollys House, 17 Addiscombe Road, Croydon, Surrey CR0 6SR and JACOBSGIBB LIMITED registered ------------------ in England and Wales as company number 03281002 and having its registered office at GIBB House, London Road, Reading, Berkshire RG6 1BL] (together the "Participating Companies"); and ----------------------- (3) [ ], (the "Trustees"), registered in England and Wales as company --------- -------- number [ ] and having its registered office at [ ]. 1. Purpose ------- The purpose of this Deed is to establish a trust for the employee share ownership plan known as the Jacobs Engineering Group All Employee Share Scheme ("the Plan") which satisfies Schedule 8 Finance Act 2000. 2. Status ------ The Plan consists of this Deed and the attached rules and Appendices. The definitions in the rules apply to this Deed. The Company shall from time to time determine which of parts A to D of the Rules shall have effect. Where the Company determines that part B shall have effect it shall also specify whether there is to be an Accumulation Period of up to 12 months, which shall apply equally to all Qualifying Employees in the Plan. 3. Declaration of Trust -------------------- 3.1 The Company and the Trustees have agreed that all the Shares and other assets which are issued to or transferred to the Trustees are to be held on the trusts declared by this Deed, and subject to the terms of the Rules. When Shares or assets are transferred to the Trustees by the Company with the intention of being held as part of the Plan they shall be held upon the trusts and provisions of this Deed and the Rules. 3.2 The Trustees shall hold the Trust Fund upon the following trusts namely: (A) as to Shares which have not been awarded to Participants ("Unawarded Shares") upon trust during the Trust Period to allocate those Shares in accordance with the terms of this Deed and the Rules; (B) as to Shares which have been awarded to a Participant ("Plan Shares") upon trust for the benefit of that Participant on the terms and conditions set out in the Rules; (C) as to Partnership Share Money upon trust to purchase Shares for the benefit of the contributing Qualifying Employee in accordance with the Rules; and (D) as to other assets ("Surplus Assets") upon trust to use them to purchase further Shares to be held on the trusts declared in (A) above, at such time during the Trust Period and on such terms as the Trustees in their absolute discretion think fit. 1 3.3 The income of Unawarded Shares and Surplus Assets shall be accumulated by the Trustees and added to, and held upon the trusts applying to, Surplus Assets. 3.4 The income of Plan Shares and Partnership Share Money shall be dealt with in accordance with the Rules. 3.5 The perpetuity period in respect of the trusts and powers declared by this Deed and the Rules shall be the period of 80 years from the date of this Deed. 4. Number of Trustees ------------------ Unless a corporate Trustee is appointed, there shall always be at least two Trustees. Where there is no corporate Trustee, and the number of Trustees falls below two, the continuing Trustee has the power to act only to achieve the appointment of a new Trustee. 5. Information ----------- The Trustees shall be entitled to rely on information supplied by the Company or any of the Participating Companies in respect of the eligibility of any person to become or remain a Participant in the Plan. 6. Residence of Trustees --------------------- Every Trustee shall be resident in the United Kingdom. The Company shall immediately remove any Trustee who ceases to be so resident and, if necessary, appoint a replacement. 7. Change of Trustees ------------------ The Company has the power to appoint or remove any Trustee for any reason. The change of Trustee shall be effected by executing a deed. Any Trustee may resign on one month's notice given in writing to the Company, provided that there will be at least two Trustees or a corporate Trustee immediately after the retirement. 8. Investment and Dealing with Trust Assets ---------------------------------------- 8.1 Save as otherwise provided for by the Plan the Trustees shall not sell or otherwise dispose of Plan Shares. 8.2 The Trustees shall obey any directions given by a Participant in accordance with the Rules in relation to his Plan Shares and any rights and income relating to those Shares. In the absence of any such direction, or provision by the Plan, the Trustees shall take no action. 8.3 The Company and Participating Companies shall, as soon as practicable after deduction from salary, pass the Partnership Share Money to the Trustees who will put the money into an account with: (A) an institution authorised under the Banking Act 1987; (B) a building society; or (C) a relevant European institution, 2 until it is either used to acquire Partnership Shares on the Acquisition Date, or, in accordance with the Plan, returned to the individual from whose salary the Partnership Share Money has been deducted. The Trustees shall pass on any interest arising on this invested money to the individual from whose Salary the Partnership Share Money has been deducted. 8.4 The Trustees may either retain or sell Unawarded Shares at their absolute discretion. The proceeds of any sale of Unawarded Shares shall form part of Surplus Assets. 8.5 The Trustees shall have all the powers of investment of a beneficial owner in relation to Surplus Assets. 8.6 The Trustees shall not be under any liability to the Participating Companies or to current or former Qualifying Employees by reason of a failure to diversify investments, which results from the retention of Plan or Unawarded Shares. 8.7 The Trustees may delegate powers, duties or discretions to any persons and on any terms. No delegation made under this clause shall divest the Trustees of their responsibilities under this Deed or under the Schedule. The Trustees may allow any Shares to be registered in the name of an appointed nominee provided that such Shares shall be registered in a designated account. Such registration shall not divest the Trustees of their responsibilities under this Deed or the Schedule. The Trustees may at any time, and shall if the Company so directs, revoke any delegation made under this clause or require any Plan assets held by another person to be returned to the Trustees, or both. 9. Loans to Trustees ----------------- The Trustees shall have the power to borrow money for the purpose of: (A) acquiring Shares; and (B) paying any other expenses properly incurred by the Trustees in administering the Plan. 10. Shares from Qualifying Share Ownership Trusts --------------------------------------------- Where Shares are transferred to the Trustees in accordance with paragraph 76 of the Schedule, they shall award such Shares only as Free and Matching Shares, and in priority to other available Shares. 11. Trustees' Obligations under the Plan ------------------------------------ Notice of Award of Free and Matching Shares 11.1 As soon as practicable after Free and Matching Shares have been awarded to a Participant, the Trustees shall give the Participant a notice stating: (A) the number and description of those Shares; (B) their Initial Market Value on the date of Award; and 3 (C) the Holding Period applicable to them. Notice of Award of Partnership Shares 11.2 As soon as practicable after any Partnership Shares have been acquired for a Participant, the Trustees shall give the Participant a notice stating: (A) the number and description of those Shares; (B) the amount of money applied by the Trustees in acquiring those shares on behalf of the Participant; and (C) the Market Value at the Acquisition Date. Notice of acquisition of Dividend Shares 11.3 As soon as practicable after Dividend Shares have been acquired on behalf of a Participant, the Trustees shall give the Participant a notice stating: (A) the number and description of those shares; (B) their Market Value on the Acquisition Date, (C) the Holding Period applicable to them; and (D) any amount not reinvested and carried forward for acquisition of further Dividend Shares. Notice of any foreign tax deducted before dividend paid 11.4 Where any foreign cash dividend is received in respect of Plan Shares held on behalf of a Participant, the Trustees shall give the Participant notice of the amount of any foreign tax deducted from the dividend before it was paid. Restrictions during the Holding Period 11.5 During the Holding Period the Trustees shall not dispose of any Free, Matching or Dividend Shares (whether by transfer to the employee or otherwise) except as allowed by the following paragraphs of the Schedule: (A) paragraph 32 (power of Trustees to accept general offers etc.); (B) paragraph 72 (power of Trustees to raise funds to subscribe for rights issue); (C) paragraph 73 (meeting PAYE obligations); and (D) paragraph 121(5) (termination of plan: early removal of shares with participant's consent). PAYE Liability etc. 11.6 The Trustees may dispose of a Participant's Shares or accept a sum from the Participant in order to meet any PAYE liability in the circumstances provided in paragraph 95 of the Schedule (PAYE: shares ceasing to be subject to the plan). 4 Where the Trustees receive a sum of money which constitutes a Capital Receipt in respect of which a Participant is chargeable to income tax under Schedule E, the Trustees shall pay to the employer a sum equal to that on which income tax is so payable. The Trustees shall maintain the records necessary to enable them to carry out their PAYE obligations, and the PAYE obligations of the employer company so far as they relate to the Plan. Where the Participant becomes liable to income tax under Schedule E, Case V of Schedule D, or Schedule F, the Trustees shall inform the Participant of any facts which are relevant to determining that liability. Money's worth received by Trustees 11.7 The Trustees shall pay over to the Participant as soon as is practicable, any money or money's worth received by them in respect of or by reference to any shares, other than new shares within paragraph 115 of the Schedule (company reconstructions). This is subject to: (A) the provisions of Part VII of the Schedule (dividend reinvestment); (B) the Trustees obligations under paragraphs 95 and 96 of the Schedule (PAYE: obligations to make payments to employer etc); and (C) the Trustees' PAYE obligations. General offers etc. 11.8 If any offer, compromise, arrangement or scheme is made which affects the Free Shares or Matching Shares the Trustees shall notify Participants. Each Participant may direct how the Trustees shall act in relation to that Participant's Plan Shares. In the absence of any direction, the Trustees shall take no action. 12. Power of Trustees to Raise Funds to Subscribe for a Rights Issue ---------------------------------------------------------------- If instructed by Participants in respect of their Plan Shares the Trustees may dispose of some of the rights under a rights issue arising from those Shares to obtain enough funds to exercise the remaining rights. The rights referred to are the rights to buy additional shares or rights in the same company. 13. Power to Agree Market Value of Shares ------------------------------------- Where the Market Value of Shares falls to be determined for the purposes of the Schedule, the Trustees may agree with the Inland Revenue that it shall be determined by reference to such date or dates, or to an average of the values on a number of dates, as specified in the agreement. 14. Personal Interest of Trustees ----------------------------- Trustees, and directors, officers or employees of a corporate Trustee, shall not be liable to account for any benefit accruing to them by virtue of their: 5 (A) participation in the Plan as a Qualifying Employee; (B) ownership, in a beneficial or fiduciary capacity, of any shares or other securities in any Participating Company; (C) being a director or employee of any Participating Company, being a creditor, or being in any other contractual relationship with any such Company. 15. Trustees' Meetings ------------------ The Trustees shall hold meetings as often as is necessary for the administration of the Plan. There shall be at least two Trustees present at a meeting except where the sole Trustee is a corporate Trustee and the Trustees shall give due notice to all the Trustees of such a meeting. Decisions made at such a meeting by a majority of the Trustees present shall be binding on all the Trustees. A written resolution signed by all the Trustees shall have the same effect as a resolution passed at a meeting. 16. Subsidiary Companies -------------------- Any Subsidiary may with the agreement of the Company become a party to this Deed and the Plan by executing a deed of adherence agreeing to be bound by the Deed and Rules. Any company which ceases to be a Subsidiary shall cease to be a Participating Company. 17. Expenses of Plan ---------------- The Participating Companies shall meet the costs of the preparation and administration of this Plan. 18. Trustees' Liability and Indemnity --------------------------------- 18.1 The Participating Companies shall jointly and severally indemnify each of the Trustees (except a remunerated Trustee) against any expenses and liabilities which are incurred through acting as a Trustee of the Plan and which cannot be recovered from the Trust Fund. This does not apply to expenses and liabilities which are incurred through fraud or wilful wrongdoing or are covered by insurance under clause 18.3. 18.2 No Trustee except a remunerated Trustee shall be personally liable for any breach of trust (other than through fraud or wilful wrongdoing) over and above the extent to which the Trustee is indemnified by the Participating Companies in accordance with clause 18.1 above. 18.3 A non-remunerated Trustee may insure the Plan against any loss caused by him or any of his employees, officers, agents or delegates. A non- remunerated Trustee may also insure himself and any of these persons against liability for breach of trust not involving fraud or wilful wrongdoing or negligence of the Trustee or the person concerned. 18.4 A Trustee who carries on a profession or business may charge for services rendered on a basis agreed with the Company. A firm or company in which a Trustee is interested or by which he is employed may also charge for services rendered on this basis. 6 19. Covenant by the Participating Companies --------------------------------------- The Participating Companies hereby jointly and severally covenant with the Trustees that they shall pay to the Trustees all sums which they are required to pay under the Rules and shall at all times comply with the Rules. 20. Acceptance of Gifts ------------------- The Trustees may accept gifts of Shares and other assets which shall be held upon the trusts declared by clause 3.1 or 3.4 as the case may be. 21. Trustee's Lien -------------- The Trustees' lien over the Trust Fund in respect of liabilities incurred by them in the performance of their duties (including the repayment of borrowed money and tax liabilities) shall be enforceable subject to the following restrictions: (A) the Trustees shall not be entitled to resort to Partnership Share Money for the satisfaction of any of their liabilities; and (B) the Trustees shall not be entitled to resort to Plan Shares for the satisfaction of their liabilities except to the extent that this is permitted by the Plan. 22. Amendments to the Plan ---------------------- The Company may, with the Trustees' written consent, from time to time amend the Plan provided that: (A) no amendment which would adversely prejudice to a material extent the rights attaching to any Plan Shares awarded to or acquired by Participants may be made nor may any alteration be made giving to Participating Companies a beneficial interest in Plan Shares, and (B) if the Plan is approved by the Inland Revenue at the time of an amendment or addition, any amendment or addition to a "key feature" (as defined in paragraph 118(3)(a) of the Schedule) of the Plan shall not have effect unless and until the written approval of the Inland Revenue has been obtained in accordance with paragraph 4 of the Schedule. 23. Termination of the Plan ----------------------- 23.1 The Plan shall terminate: (A) in accordance with a Plan Termination Notice issued by the Company to the Trustees under paragraph 120 of the Schedule, or (B) if earlier, on the expiry of the Trust Period. 23.2 The Company shall immediately upon executing a Plan Termination Notice provide a copy of the notice to the Trustees, the Inland Revenue and each individual who has Plan Shares or who has entered into a Partnership Share Agreement which was in force immediately before the Plan Termination Notice was issued. 7 23.3 Upon the issue of a Plan Termination Notice or upon the expiry of the Trust Period paragraph 121 of the Schedule shall have effect. 23.4 Any Shares or other assets which remain undisposed of after the requirements of paragraph 121 of the Schedule have been complied with shall be held by the Trustees upon trust to pay or apply them to or for the benefit of the Participating Companies as at the termination date in such proportion, having regard to their respective contributions, as the Trustees shall in their absolute discretion think appropriate. EXECUTED as a deed by [JACOBS ) - -------- ------ ) ENGINEERING GROUP, INC.] acting by ) - ----------------------- ) one of its directors and its secretary) ....................................... or by two of its directors ) Director ....................................... Director/Secretary EXECUTED as a deed by [JACOBS ) - -------- ------ ) ENGINEERING U.K. LIMITED] acting by ) - ------------------------ ) one of its directors and its secretary) ....................................... or by two of its directors ) Director ....................................... Director/Secretary EXECUTED as a deed by [JACOBSGIBB ) - -------- ---------- ) LIMITED] acting by one of its ) - ------- ) directors and its secretary or by ) two of its directors) ....................................... Director ....................................... Director/Secretary [Please check that methods of execution are acceptable - companies can execute by common seal if you prefer.] 8 Rules of the Jacobs Engineering Group All Employee Share Scheme - ---------------------------------------------------------------
1. DEFINITIONS ----------- 1.1 The following words and expressions have the following meanings: "Accumulation Period" in relation to Partnership Shares, the period during which the Trustees accumulate a Qualifying Employee's Partnership Share Money before acquiring Partnership Shares or repaying it to the Qualifying Employee. "Acquisition Date" (A) in relation to Partnership Shares, where there is no Accumulation Period, the meaning given by paragraph 40(2) of the Schedule; (B) in relation to Partnership Shares, where there is an Accumulation Period, the meaning given by paragraph 42(3) of the Schedule; and (C) in relation to Dividend Shares, the meaning given by paragraph 56(3) of the Schedule. "Associated Company" the same meaning as in section 416 of ICTA 1988. "Award Date" in relation to Free Shares or Matching Shares, the date on which such Shares are awarded. "Award" (A) in relation to Free Shares and Matching Shares, the appropriation of Free Shares and Matching Shares in accordance with the Plan; and (B) in relation to Partnership Shares, the acquisition of Partnership Shares on behalf of Qualifying Employees in accordance with the Plan. "Capital Receipt" the same meaning as in paragraph 79 of the Schedule. "Close Company" the same meaning as in section 414 of ICTA 1988. "the Company" [Jacobs Engineering Group, Inc.] registered in [ ] as company number [ ].
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"Connected Company" the same meaning as in paragraph 16(4) of the Schedule. "Control" the same meaning as in section 840 of ICTA 1988. "Dealing Day" a day on which the Stock Exchange is open for the transaction of business. "the Deed" the trust deed establishing the Plan. "Dividend Shares" Shares acquired on behalf of a Participant from reinvestment of dividends under Part D of the Plan and which are subject to the Plan. "Free Share Agreement" an agreement in substantially the terms set out in Appendix I. "Free Shares" Shares awarded under Part A of the Plan which are subject to the Plan. "Group Plan" the Plan as established by [Jacobs Engineering Group, Inc.] and extending to its Subsidiaries which are Participating Companies. "Holding Period" (A) in relation to Free Shares, the period specified by the Company as mentioned in Rule 5.12; (B) in relation to Matching Shares, the period specified by the Company as mentioned in Rule 7.5; and (C) in relation to Dividend Shares, the period of 3 years from the Acquisition Date. "ICTA 1988" the Income and Corporation Taxes Act 1988. "Initial Market Value" the market value of a Share on an Award Date. Where the Share is subject to a restriction or risk of forfeiture, the market value shall be determined without reference to that restriction or risk. "Market Value" on any day the average of the middle market quotations of a Share as derived from the Daily Official List of the Stock Exchange for the 5 immediately preceding Dealing Days. "Matching Shares" Shares awarded under Part C of the Plan and which are subject to the Plan.
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"Material Interest" the same meaning as in paragraph 15 of the Schedule. "NICs" National Insurance Contributions. "Participant" an individual who has received under the Plan an Award of Free Shares, Matching Shares or Partnership Shares, or on whose behalf Dividend Shares have been acquired. "Participating Company" the Company and such of its Subsidiaries as have executed deeds of adherence to the Plan under clause 16 of the Trust Deed. "Partnership Shares" Shares awarded under Part B of the Plan and which are subject to the Plan. "Partnership Share Agreement" an agreement in substantially the terms set out in Appendix II. "Partnership Share Money" money deducted from a Qualifying Employee's Salary pursuant to a Partnership Share Agreement and held by the Trustees to acquire Partnership Shares or to be returned to such a person. "Performance Allowances" the criteria for an Award of Free Shares where: (A) whether Shares are awarded; or (B) the number or value of Shares awarded is conditional on performance targets being met. "the Plan" the Jacobs Engineering Group All Employee Share Scheme. "Plan Shares" (A) Free Shares, Matching Shares or Partnership Shares awarded to Participants; (B) Dividend Shares acquired on behalf of Participants; and (C) shares in relation to which paragraph 115(5) (company reconstructions: new shares) of the Schedule applies that remain subject to the Plan. "Plan Termination Notice" a notice issued under paragraph 120 of the Schedule.
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"Profit Sharing Scheme" a profit-sharing scheme approved by the Board of Inland Revenue under Schedule 9 of ICTA 1988. "Qualifying Corporate Bond" the same meaning as in section 117 of the Taxation of Chargeable Gains Act 1992. "Qualifying Employee" an employee who must be invited to participate in an Award in accordance with Rule 3.5 and any employee who the Company has invited in accordance with Rule 3.6. "Qualifying Period" (A) in the case of Free Shares, a period determined from time to time by the Company, being not more than 18 months before the Award is made; (B) in the case of Partnership Shares and Matching Shares where there is an Accumulation Period, a period determined from time to time by the Company, not more than 6 months before the start of the Accumulation Period; (C) in the case of Partnership Shares and Matching Shares where there is no Accumulation Period, a period determined from time to time by the Company, not more than 18 months before the deduction of Partnership Share Money relating to the Award. "Redundancy" the same meaning as in the Employment Rights Act 1996. "Relevant Employment" employment by the Company or any Associated Company. "Retirement Age" age [65 - is this the normal retirement age for Jacobs employees?]. "Salary" the same meaning as in paragraph 48 of the Schedule. "the Schedule" Schedule 8 to the Finance Act 2000. "Shares" ordinary shares in the capital of Jacobs Engineering Group, Inc. which comply with the conditions set out in paragraph 59 of the Schedule. "the Stock Exchange" the London Stock Exchange plc.
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"Subsidiary" any company which is for the time being under the Control of the Company. "Tax Year" a year beginning on 6 April and ending on the following 5 April. "the Trustees" the trustees or trustee of the Plan. "the Trust Fund" all assets transferred to the Trustees to be held on the terms of the Trust Deed and the assets from time to time representing such assets, including any accumulations of income. "the Trust Period" the period of 80 years beginning with the date of the Deed.
1.2 References to any Act, or Part, Chapter, or section (including ICTA 1988) shall include any statutory modification, amendment or re-enactment of that Act, for the time being in force. 1.3 Words of the feminine gender shall include the masculine and vice versa and words in the singular shall include the plural and vice versa unless, in either case, the context otherwise requires or it is otherwise stated. 2. PURPOSE OF THE PLAN ------------------- 2.1 The purpose of the Plan is to enable employees of Participating Companies to acquire shares in a company which give them a continuing stake in that company. 3. ELIGIBILITY OF INDIVIDUALS -------------------------- 3.1 Subject to rule 3.4, individuals are eligible to participate in an Award only if: (A) they are employees of a Participating Company; (B) they have been such employees at all times during any Qualifying Period; (C) they are eligible on the date(s) set out in paragraph 13(1) of the Schedule; and (D) they do not fail to be eligible under either or both Rules 3.2, 3.3 or 3.4 3.2 Individuals are not eligible to participate in an Award of Shares if they have, or within the preceding twelve months have had, a Material Interest in: (A) a Close Company whose Shares may be appropriated or acquired under the Plan; or (B) a company which has Control of such a company or is a member of a consortium which owns such a company. 3.3 Individuals are not eligible to participate in an Award of Free Shares in any Tax Year if in that Tax Year: 13 (A) they have been awarded shares under a Profit-Sharing Scheme established by the Company or a Connected Company, or are to be awarded such shares at the same time; or (B) they have received (or are to receive at the same time) an Award under another plan established by the Company or a Connected Company and approved under the Schedule, or if they would have received such an Award but for their failure to meet a performance target (see Rule 5.5). 3.4 Individuals are not eligible to participate in an Award of Partnership Shares or Matching Shares in any Tax Year if in that Tax Year they have received (or are to receive at the same time) an Award under another plan established by the Company or a Connected Company and approved under the Schedule, or if they would have received such an Award but for their failure to meet a performance target (see Rule 5.5). Employees who must be invited to participate in Awards 3.5 Individuals shall be eligible to receive an Award of Shares under the Plan if they meet the requirements in Rule 3.1 and are chargeable to income tax in respect of their employment under Case I of Schedule E. In this case they shall be invited to participate in any Awards of Free Shares, Partnership Shares or Matching Shares, and acquisitions of Dividend Shares, as are set out in the Plan. Employees who may be invited to participate in Awards 3.6 The Company may also invite any employee who meets the requirements in Rule 3.1 to participate in any Award of Free Shares, Partnership Shares or Matching Shares, and acquisitions of Dividend Shares, as are set out in the Plan. 4. PARTICIPATION ON SAME TERMS ---------------------------- 4.1 Every Qualifying Employee shall be invited to participate in an Award on the same terms. All who do participate in an Award shall do so on the same terms. 4.2 The Company may make an Award of Free Shares to Qualifying Employees by reference to their remuneration, length of service or hours worked. 4.3 The Company may make an Award of Free Shares to Qualifying Employees by reference to their performance as set out in Rule 5.5. 14 PART A 5. FREE SHARES ----------- 5.1 Every Qualifying Employee shall enter into an agreement with the Company (a "Free Share Agreement") in substantially the terms of the draft in Appendix I to these Rules. 5.2 The Trustees, acting with the prior consent of the Company, may from time to time award Free Shares. 5.3 The number of Free Shares to be awarded by the Trustees to each Qualifying Employee on an Award Date shall be determined by the Company in accordance with this Rule. Maximum annual Award 5.4 The Initial Market Value of the Shares awarded to a Qualifying Employee in any Tax Year shall not exceed (Pounds)3,000. Allocation of Free Shares by reference to performance 5.5 The Company may stipulate that the number of Free Shares (if any) to be awarded to each Qualifying Employee on a given Award Date shall be determined by reference to Performance Allowances. 5.6 If Performance Allowances are used, they shall apply to all Qualifying Employees. 5.7 (A) Performance Allowances shall be determined by reference to such fair and objective criteria (performance targets) relating to business results as the Company shall determine over such period as the Company shall specify; (B) performance targets must be set for performance units of one or more employees; and (C) for the purposes of an Award of Free Shares an employee must not be a member of more than one performance unit. 5.8 Where the Company decides to use Performance Allowances it shall, as soon as reasonably practicable: (A) notify each employee participating in the Award of the performance targets and measures which, under the Plan, shall be used to determine the number or value of Free Shares awarded to him; and (B) notify all Qualifying Employees of the Company or, in the case of a Group Plan, of any Participating Company, in general terms, of the performance targets and measures to be used to determine the number or value of Free Shares to be awarded to each Participant in the Award. 5.9 The Company shall determine the number of Free Shares (if any) to be awarded to each Qualifying Employee by reference to performance using Method 1 or Method 2. The same method shall be used for all Qualifying Employees for each Award. 15 Performance Allowances: method 1 5.10 By this method: (A) at least 20% of Free Shares awarded in any performance period shall be awarded without reference to performance; (B) the remaining Free Shares shall be awarded by reference to performance; and (C) the highest Award made to an individual by reference to performance in any period shall be no more than four times the highest Award to an individual without reference to performance. If this method is used: (1) the Free Shares awarded without reference to performance (paragraph (A) above) shall be awarded on the same terms mentioned in Rule 4; and (2) the Free Shares awarded by reference to performance (paragraph (B) above) need not be allocated on the same terms mentioned in Rule 4. Performance Allowances: method 2 5.11 By this method: (A) some or all Free Shares shall be awarded by reference to performance; (B) the Award of Free Shares to Qualifying Employees who are members of the same performance unit shall be made on the same terms, as mentioned in Rule 4; and (C) Free Shares awarded for each performance unit shall be treated as separate Awards. Holding Period for Free Shares 5.12 The Company shall, in relation to each Award Date, specify a Holding Period throughout which a Participant shall be bound by the terms of the Free Share Agreement. 5.13 The Holding Period shall, in relation to each Award, be a specified period of not less than three years nor more than five years, beginning with the Award Date and shall be the same for all Participants who receive an Award at the same time. The Holding Period shall not be increased in respect of Free Shares already awarded under the Plan. 5.14 A Participant may during the Holding Period direct the Trustees: (A) to accept an offer for any of their Free Shares if the acceptance or agreement shall result in a new holding being equated with those shares for the purposes of capital gains tax; or (B) to accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for their Free Shares if the offer forms part of such a general offer as is mentioned in paragraph (C); or 16 (C) to accept an offer of cash, with or without other assets, for their Free Shares if the offer forms part of a general offer which is made to holders of shares of the same class as their shares, or to holders of shares in the same company and which is made in the first instance on a condition such that if it is satisfied the person making the offer shall have control of that company, within the meaning of section 416 ICTA 1988; or (D) to agree to a transaction affecting their Free Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting: (1) all of the ordinary share capital of the Company or, as the case may be, all the shares of the class in question; or (2) all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in a plan approved under the Schedule. 17 PART B 6. PARTNERSHIP SHARES ------------------ 6.1 The Company may at any time invite every Qualifying Employee to enter into an agreement with the Company (a "Partnership Share Agreement") in substantially the terms of the draft in Appendix II to these Rules. 6.2 Partnership Shares shall not be subject to any provision under which they may be forfeit. Maximum amount of deductions 6.3 The amount of Partnership Share Money deducted from a Qualifying Employee's Salary shall not exceed (Pounds)125 in any month. If the Salary is not paid monthly, the (Pounds)125 limit shall be calculated proportionately. 6.4 The amount of Partnership Share Money deducted from a Qualifying Employee's Salary over an Accumulation Period shall not exceed 10% of the total of the payments of Salary made to such employee over that Accumulation Period or if there is no Accumulation Period, 10% of the Salary payment from which the deduction is made. 6.5 Any amount deducted in excess of that allowed by Rule 6.3 or 6.4 shall be paid over to the Qualifying Employee, subject to both deduction of income tax under PAYE and NICs, as soon as practicable. Minimum amount of deductions 6.6 The minimum amount to be deducted under the Partnership Share Agreement in any month shall be the same in relation to all Partnership Share Agreements entered into in response to invitations issued on the same occasion. It shall not be greater than an amount determined from time to time by the Company (being no greater than (Pounds)10). Notice of possible effect of deductions on benefit entitlement 6.7 Every Partnership Share Agreement shall contain a notice under paragraph 38 of the Schedule. Restriction imposed on number of Shares awarded 6.8 The Company may specify the maximum number of Shares to be included in an Award of Partnership Shares. 6.9 The Partnership Share Agreement shall contain an undertaking by the Company to notify each Qualifying Employee of any restriction on the number of Shares to be included in an Award. 6.10 The notification in Rule 6.9 above shall be given: (A) if there is no Accumulation Period, before the deduction of the Partnership Share Money relating to the Award; and (B) if there is an Accumulation Period, before the beginning of the Accumulation Period relating to the Award. 18 Plan with no Accumulation Period 6.11 The Trustees shall acquire Shares on behalf of the Qualifying Employee using the Partnership Share Money. They shall acquire the Shares on the Acquisition Date. The number of Shares awarded to each Qualifying Employee shall be determined in accordance with the Market Value of the Shares on that date. Plan with Accumulation Period 6.12 If there is an Accumulation Period, the Trustees shall acquire Shares on behalf of the Qualifying Employee, on the Acquisition Date, using the Partnership Share Money. 6.13 The number of Shares acquired on behalf of each Participant shall be determined by reference to the lower of: (A) the Market Value of the Shares at the beginning of the Accumulation Period; and (B) the Market Value of the Shares on the Acquisition Date. 6.14 If a transaction occurs during an Accumulation Period which results in a new holding of Shares being equated for the purposes of capital gains tax with any of the Shares to be acquired under the Partnership Share Agreement, the employee may agree that the Partnership Share Agreement shall have effect after the time of that transaction as if it were an agreement for the purchase of shares comprised in the new holding. Surplus Partnership Share Money 6.15 Any surplus Partnership Share Money remaining after the acquisition of Shares by the Trustees: (A) may, with the agreement of the Participant, be carried forward to the next [Accumulation Period/the next deduction]; and (B) in any other case, shall be paid over to the Participant, subject to both deduction of income tax under PAYE and NICs, as soon as practicable. Scaling down 6.16 If the Company receives applications for Partnership Shares exceeding the Award maximum determined in accordance with Rule 6.8 then the following steps shall be taken in sequence until the excess is eliminated. Step 1. the excess of the monthly deduction chosen by each applicant over an amount determined by the Company shall be reduced pro rata; Step 2. all monthly deductions shall be reduced to the amount determined by the Company under Rule 6.6; Step 3. applications shall be selected by lot, each based on a monthly deduction of the amount determined by the Company under Rule 6.6. Each application shall be deemed to have been modified or withdrawn in accordance with the foregoing provisions, and each employee who has applied for Partnership Shares shall be notified of the change. 19 Withdrawal from Partnership Share Agreement 6.17 A Qualifying Employee may withdraw from a Partnership Share Agreement at any time by notice in writing to the Company. Unless a later date is specified in the notice, such a notice shall take effect 30 days after the Company receives it. Any Partnership Share Money then held on behalf of a Qualifying Employee shall be paid over to that employee as soon as practicable. This payment shall be subject to income tax under PAYE and NICs. Repayment of Partnership Share Money on withdrawal of approval or Termination 6.18 If approval to the Plan is withdrawn or a Plan Termination Notice is issued in respect of the Plan, any Partnership Share Money held on behalf of Qualifying Employees shall be repaid to them as soon as practicable, subject to deduction of income tax under PAYE, and NICs. 20 PART C 7. MATCHING SHARES --------------- 7.1 The Partnership Share Agreement sets out the basis on which a Participant is entitled to Matching Shares in accordance with this Part of the Rules. General requirements for Matching Shares 7.2 Matching Shares shall: (A) be Shares of the same class and carrying the same rights as the Partnership Shares to which they relate; (B) subject to Rule 7.4, be awarded on the same day as the Partnership Shares to which they relate are acquired on behalf of the Participant; and (C) be awarded to all Participants on exactly the same basis. Ratio of Matching Shares to Partnership Shares 7.3 The Partnership Share Agreement shall specify the ratio of Matching Shares to Partnership Shares for the time being offered by the Company and that ratio shall not exceed 2:1. The Company may vary the ratio before Partnership Shares are acquired. Employees shall be notified of the terms of any such variation before the Partnership Shares are awarded under the Partnership Share Agreement. 7.4 If the Partnership Shares on that day are not sufficient to produce a Matching Share, the match shall be made when sufficient Partnership Shares have been acquired to allow at least one Matching Share to be appropriated. Holding Period for Matching Shares 7.5 The Company shall, in relation to each Award Date, specify a Holding Period throughout which a Participant shall be bound by the terms of the Partnership Share Agreement. 7.6 The Holding Period shall, in relation to each Award, be a specified period of not less than three years nor more than five years, beginning with the Award Date and shall be the same for all Participants who receive an Award at the same time. The Holding Period shall not be increased in respect of Matching Shares awarded under the Plan. 7.7 A Participant may during the Holding Period direct the Trustees: (A) to accept an offer for any of their Matching Shares if the acceptance or agreement shall result in a new holding being equated with those original Shares for the purposes of capital gains tax; or (B) to accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for their Matching Shares if the offer forms part of such a general offer as is mentioned in paragraph (C); or (C) to accept an offer of cash, with or without other assets, for their Matching Shares if the offer forms part of a general offer which is made to holders of shares of the same class as their Shares or to the holders of shares in the same company, and 21 which is made in the first instance on a condition such that if it is satisfied the person making the offer shall have control of that company, within the meaning of section 416 of ICTA 1988; or (D) to agree to a transaction affecting their Matching Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting: (1) all of the ordinary share capital of the Company or, as the case may be, all the shares of the class in question; or (2) all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in a plan approved under the Schedule. 22 PART D 8. DIVIDEND SHARES --------------- Reinvestment of cash dividends 8.1 The Free Share Agreement or Partnership Share Agreement, as appropriate, shall set out the rights and obligations of Participants receiving Dividend Shares under the Plan. 8.2 The Company may direct that any cash dividend in respect of Plan Shares held on behalf of Participants may be applied in acquiring further Plan Shares on their behalf. 8.3 Dividend Shares shall be Shares: (A) of the same class and carrying the same rights as the Shares in respect of which the dividend is paid; and (B) which are not subject to any provision for forfeiture. 8.4 The Company may decide to: (A) apply all Participants' dividends, up to the limit specified in Rule 8.6, to acquire Dividend Shares; (B) to pay all dividends in cash to all Participants; or (C) to offer Participants the choice of either (A) or (B) above. 8.5 The Company may revoke any direction for reinvestment of cash dividends. 8.6 The amount applied by the Trustees in acquiring Dividend Shares shall not exceed (Pounds)1,500 in each Tax Year. For the purposes of this Rule, the Dividend Shares are those acquired under this Plan and those acquired under any other plan approved under the Schedule. In exercising their powers in relation to the acquisition of Dividend Shares the Trustees must treat Participants fairly and equally. 8.7 If the amounts received by the Trustees exceed the limit in Rule 8.6, the balance shall be paid to the participant as soon as practicable. 8.8 The Trustees shall apply all the cash dividend to acquire Shares on behalf of the Participant on the Acquisition Date. The number of Dividend Shares acquired on behalf of each Participant shall be determined by the Market Value of the Shares on the Acquisition Date. Certain amounts not reinvested to be carried forward 8.9 Subject to Rule 8.7, any amount that is not reinvested: (A) because the amount of the cash dividend is insufficient to acquire a Share; or (B) because there is an amount remaining after acquiring the Dividend Shares; may be retained by the Trustees and carried forward to be added to the amount of the next cash dividend to be reinvested. 23 8.10 If, during the period of three years beginning with the date on which the dividend was paid: (A) it is not reinvested; or (B) the Participant ceases to be in relevant employment; or (C) a Plan Termination Notice is issued the amount shall be repaid to the Participant as soon as practicable. On making such a payment, the Participant shall be provided with the information specified in paragraph 90 of the Schedule. Holding Period for Dividend Shares 8.11 The Holding Period shall be a period of three years, beginning with the Acquisition Date. 8.12 A Participant may during the Holding Period direct the Trustees: (A) to accept an offer for any of their Dividend Shares if the acceptance or agreement shall result in a new holding being equated with those shares for the purposes of capital gains tax; or (B) to accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for their Dividend Shares if the offer forms part of such a general offer as is mentioned in paragraph (C); or (C) to accept an offer of cash, with or without other assets, for their Dividend Shares if the offer forms part of a general offer which is made to holders of shares of the same class as their shares or to holders of shares in the same company, and which is made in the first instance on a condition such that if it is satisfied the person making the offer shall have control of that company, within the meaning of section 416 of ICTA 1988; or (D) to agree to a transaction affecting their Dividend Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting: (1) all of the ordinary share capital of the Company or, as the case may be, all the shares of the class in question; or (2) all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in a plan approved under the Schedule. 8.13 Where a Participant is charged to tax in the event of their Dividend Shares ceasing to be subject to the Plan, they shall be provided with the information specified in paragraph 93(4) of the Schedule. 9. COMPANY RECONSTRUCTIONS ----------------------- 9.1 The following provisions of this Rule apply if there occurs in relation to any of a Participant's Plan Shares (referred to in this Rule as "the Original Holding"): 24 (A) a transaction which results in a new holding (referred to in this Rule as "the New Holding") being equated with the Original Holding for the purposes of capital gains tax; or (B) a transaction which would have that result but for the fact that what would be the new holding consists of or includes a Qualifying Corporate Bond. 9.2 If an issue of Shares of any of the following description (in respect of which a charge to income tax arises) is made as part of a company reconstruction, those Shares shall be treated for the purposes of this Rule as not forming part of the New Holding: (A) redeemable shares or securities issued as mentioned in section 209(2)(c) of ICTA 1988; (B) share capital issued in circumstances such that section 210(1) of ICTA 1988 applies; or (C) share capital to which section 249 of ICTA 1988 applies. 9.3 In this Rule: "Corresponding Shares" in relation to any New Shares, means the Shares in respect of which the New Shares are issued or which the New Shares otherwise represent; "New Shares" means shares comprised in the New Holding which were issued in respect of, or otherwise represent, shares comprised in the Original Holding. 9.4 Subject to the following provisions of this Rule, references in this Plan to a Participant's Plan Shares shall be respectively construed, after the time of the company reconstruction, as being or, as the case may be, as including references to any New Shares. 9.5 For the purposes of the Plan: (A) a company reconstruction shall be treated as not involving a disposal of Shares comprised in the Original Holding; and (B) the date on which any New Shares are to be treated as having been appropriated to or acquired on behalf of the Participant shall be that on which Corresponding Shares were so appropriated or acquired. 9.6 In the context of a New Holding, any reference in this Rule to shares includes securities and rights of any description which form part of the New Holding for the purposes of Chapter II of Part IV of the Taxation of Chargeable Gains Act 1992. 10. RIGHTS ISSUES ------------- 10.1 Any shares or securities allotted under clause 12 of the Trust Deed shall be treated as Plan Shares identical to the shares in respect of which the rights were conferred. They shall be treated as if they were awarded to or acquired on behalf of the Participant under the Plan in the same way and at the same time as those shares. 25 10.2 Rule 10.1 does not apply: (A) to shares and securities allotted as the result of taking up a rights issue where the funds to exercise those rights were obtained otherwise than by virtue of the Trustees disposing of rights in accordance with this rule; or (B) where the rights to a share issue attributed to Plan Shares are different from the rights attributed to other ordinary shares of the company. 26 Appendix I ---------- THIS AGREEMENT is dated and made - -------------- BETWEEN: - -------- (1) [PARTICIPANT], (the "Participant"), of [address]; ------------- ------------- (2) [JACOBS ENGINEERING GROUP, INC.], (the "Company"), registered in [ ] ------------------------------ --------- as company number [ ] and having its registered office at [ ]. This agreement sets out the terms on which the Participant agrees to take part under the terms of the Jacobs Engineering Group All Employee Share Scheme (the "Plan") and is subject to the rules of the Plan. The definitions in the Plan Rules apply to this agreement: 1. Participant ----------- 1.1 I agree to accept the Free Shares in Jacobs Engineering Group, Inc. awarded to me under the Plan. 1.2 I agree to leave the Free Shares in the hands of the Trustees, and not to assign, charge or otherwise dispose of my beneficial interest in the shares for the whole of the Holding Period of [insert number of years being not less than three and not more than five] years. 1.3 [I agree that all dividends paid on my shares will be used by the Trustees to buy more shares in Jacobs Engineering Group, Inc. for me according to the rules of the Plan. 1.4 I agree to leave the Dividend Shares in the hands of the Trustees, and not to assign, charge or otherwise dispose of my beneficial interest in the shares for the whole of the Holding Period of three years.] 1.5 I have read this agreement (including the attached rights and obligations) and agree to be bound by it and by the rules of the Plan. 2. Company ------- 2.1 The Company agrees to arrange for shares in Jacobs Engineering Group, Inc. to be awarded and bought for me, according to the rules of the Plan. 2.2 [Insert the terms (or a cross reference to an explanation of the terms) on which the Free Shares will be awarded - for example the application of Rule 4 and the method for any performance award (Rule 5).] Signature: _____________________ Date: ___ / ___ / _____ 27 Rights and Obligations 1. I agree that taking part in the Plan does not affect my rights, entitlements and obligations under my contract of employment, and does not give me any rights or additional rights to compensation or damages if my employment ceases. 2. I may ask the Trustees for my Free Shares [and Dividend Shares] at any time after the end of the Holding Period, but I may have to pay income tax and National Insurance Contributions when they are taken out of the Plan. 3. I agree to allow the Trustees to sell some or all of my shares to pay any income tax and National Insurance Contributions in respect of my shares ceasing to be subject to the Plan, unless I provide them in advance with sufficient funds to pay these amounts. 4. If there is a rights issue, I agree to allow the Trustees to sell some of the rights attached to my shares in the Plan, to exercise the rights attached to other shares held by me in the Plan. 5. I can at any time withdraw from this agreement, by writing to my employer. 6. I agree that withdrawal from this agreement will not affect the terms on which I agreed to accept any shares that have already been awarded to or bought for me under the terms of the Plan. 7. I understand that my obligations during the Holding Period will end: (A) if I cease to be in Relevant Employment, and this may lead to forfeiture of the Free Shares; (B) if the Company terminates the Plan in accordance with Clause 23 of the Deed and I have consented to the transfer of the Shares to me. 8. I understand that my obligations under the Holding Period are subject to: (A) the right of the Trustees to sell my shares to meet PAYE obligations; (B) the Trustees accepting at my direction an offer for my shares in accordance with the Plan. 9. I will lose my Free Shares if I cease to be in Relevant Employment within [a specified period, not exceeding three years/] from the date of the Award, unless the employment ceased for one of the following reasons: (A) injury or disability; (B) redundancy; (C) transfer of employment to which the Transfer of Undertaking (Protection of Employment) Regulations 1981 apply; 28 (D) retirement on or after reaching Retirement Age; (E) death. [Dividend Reinvestment 10. Cash dividends will be used to buy more shares (Dividend Shares) for me. 11. Any amount over (Pounds)1,500 in each tax year will be paid to me. 12. Any amount below (Pounds)1,500 not used to buy shares shall be carried forward and added to the next cash dividend to be reinvested.] 29 Appendix II ----------- THIS AGREEMENT is dated and made - -------------- BETWEEN: - -------- (1) [THE PARTICIPANT], (the "Participant"), of [address]; ----------------- ------------- (2) [JACOBS ENGINEERING GROUP, INC.], (the "Company"), registered in [ ] as ------------------------------ --------- company number [ ] and having its registered office at [ ]. (3) [THE TRUSTEES], (the "Trustees"), registered in England and Wales as -------------- company number and having its registered office at . This agreement sets out the terms on which the Participant agrees to buy shares under the terms of the Jacobs Engineering Group All Employee Share Scheme (the "Plan") and is subject to the rules of the Plan. The definitions in the Plan Rules apply to this agreement: 1. Notice to Participant About Possible Effect on Benefits ------------------------------------------------------- Deductions from your pay to buy Partnership Shares under this agreement may affect your entitlement to, or the level of, some contributory social security benefits, statutory maternity pay and statutory sick pay. They may also have a similar effect in respect of some contributory social security benefits paid to your wife or husband. With this agreement you should have been given information on the effect of deductions from your pay to buy Partnership Shares on entitlement to social security benefits, statutory sick pay and statutory maternity pay. The effect is particularly significant if your earnings are brought below the lower earnings limit for National Insurance purposes, and is explained in the information: it is therefore important that you read it. If you have not been given a copy, ask your employer for it. Otherwise a copy may be obtained from any office of the Department of Social Security, or, in Northern Ireland, of the Department for Social Development. You should take the information you have been given into account in deciding whether to buy Partnership Shares. 2. Participant ----------- 2.1 I agree to allow my employer to deduct the following amount per [insert period] from my Salary: - ------------------------------------------------------------- (Pounds) Insert amount between [(Pounds)10] and (Pounds)125 [per month] and not more than 10% of my salary - -------------------------------------------------------------
30 2.2 [I agree that these deductions will be used to buy Partnership Shares in Jacobs Engineering Group, Inc. for me. I agree that the Trustees will accumulate my deductions from [Company to specify beginning and end of Accumulation Period] and buy Partnership Shares in Jacobs Engineering Group, Inc. for me after the end of the Accumulation Period.] 2.3 [I agree to accept Matching Shares in Jacobs Engineering Group, Inc. awarded to me under the Plan and leave them in the hands of the Trustees, and not to assign, charge or otherwise dispose of my beneficial interest in the shares for the whole of the Holding Period of [ - not less than three and not more than five years].] 2.4 [I agree that all dividends paid on my shares will be used by the Trustees to buy more shares in Jacobs Engineering Group, Inc. for me according to the rules of the Plan. I agree to accept the Dividend Shares bought for me and leave them in the hands of the Trustees, and not to assign, charge or otherwise dispose of my beneficial interest in the shares for the whole of the Holding Period of 3 years.] 2.5 I understand that shares may fall in value as well as rise. 2.6 I have read this agreement (including the attached rights and obligations) and agree to be bound by it and by the rules of the Plan. 3. Company ------- 3.1 The Company agrees to arrange for shares in Jacobs Engineering Group, Inc. to be bought for me, according to the rules of the Plan. 3.2 [The Company agrees to provide [insert number] Matching Share(s) for every [insert number] Partnership Share(s).] 3.3 The Company undertakes to notify me of any restriction on the number of Partnership Shares available in the (or each) Award. 4. Trustees -------- 4.1 The Trustees agree to keep my Salary deductions in [insert name of bank/ building society] until they are used to buy shares in Jacobs Engineering Group, Inc. for me. Signature: _________________________ Date: ___ / ___ /_____ 31 Rights and Obligations 1. I agree that taking part in the Plan does not affect my rights, entitlements and obligations under my contract of employment, and does not give me any rights or additional rights to compensation or damages if my employment ceases. 2. I may stop the deductions at any time, or begin them again, by writing to my employer, but I may not make up any amounts missed when deductions were stopped. 3. I agree that the deductions from my salary, or the number of shares that I receive may be scaled down if the limit on the number of shares set by the Company for this award is exceeded. 4. I may ask the Trustees for my Partnership Shares at any time, but I may have to pay income tax and National Insurance Contributions when they are taken out of the Plan. 5. I agree to allow the Trustees to sell some or all of my shares to pay any income tax and National Insurance Contributions in respect of my shares ceasing to be subject to the Plan, unless I provide them in advance with sufficient funds to pay these amounts. 6. I agree that any deductions not used to buy shares will at the discretion of the Trustees be repaid to me after the deduction of any necessary income tax or National Insurance Contributions, or will be carried forward and added to the next deduction or Accumulation Period. 7. If there is a rights issue, I agree to allow the Trustees to sell some of the rights attached to my shares in the Plan, in order to fund the exercise of the rights attached to other shares held by me in the Plan. 8. I can at any time withdraw from this agreement by writing to my employer. Any unused deductions will be returned to me after the deduction of any necessary income tax or National Insurance Contributions. 9. I agree that withdrawal from this agreement will not affect the terms on which I agreed to buy shares already held for me under the Plan. [Accumulation Period 10. The Accumulation Period shall come to an end when [specify nature of event(s)], but this agreement shall continue until terminated by any party giving notice to the others. 11. I may only restart deductions once in every [ months].] [Matching Shares 12. The ratio of Matching Shares to Partnership Shares is [insert ratio - not more than 2:1] and may be varied by the Company. The circumstances and manner in which the ratio may be varied are [company to specify details here]. 13. If the ratio varies, the Company will notify me before the Partnership Shares are bought for me. 32 14. I will lose my Matching Shares if: . I cease to be in Relevant Employment, or . I withdraw the Partnership Shares in respect of which the Matching Shares were awarded (either or both of these options may be specified) within [such period as specified, not exceeding 3 years/] from the date of the Award, unless the employment ceases for one of the following reasons: (A) injury or disability; (B) redundancy; (C) transfer of employment to which the Transfer of Undertakings (Protection of Employment) Regulations 1981 apply; (D) retirement on or after reaching Retirement Age; (E) death.] Partnership Share Money held by Trustees 15. The Trustees are under no obligation to keep the deductions in an interest- bearing account, but if they do, they will pay the interest to me. [Dividend Reinvestment 16. Cash dividends will be used to buy more shares (Dividend Shares) for me. 17. Any amount over (Pounds)1500 in each tax year will be paid to me. 18. Any amount below (Pounds)1500 not used to buy shares shall be carried forward and added to the next cash dividend to be reinvested.] [Holding Period: Dividend and Matching Shares 19. I understand that my obligations during the Holding Period will end: (A) if I cease to be in Relevant Employment, and this may lead to forfeiture of the Matching Shares; (B) if the Company terminates the Plan in accordance with Clause 23 of the Deed and I have consented to the transfer of the Shares to me. 20. I understand that my obligations under the Holding Period are subject to: (A) the right of the Trustees to sell my shares to meet PAYE obligations; (B) the Trustees accepting at my direction an offer for my shares in accordance with the Plan.] 33 EX-5 5 dex5.txt OPINION OF GIBSON, DUNN & CRUTCHER LLP EXHIBIT 5 GIBSON, DUNN & CRUTCHER LLP 333 S. Grand Avenue Los Angeles, California 90071 Telephone (213) 229-7000 Telecopier (213) 229-7520 August 7, 2001 Jacobs Engineering Group Inc. 1111 South Arroyo Parkway Pasadena, CA 91105 Re: Registration Statement on Form S-8 ----------------------------------- Ladies and Gentlemen: We have acted as counsel to Jacobs Engineering Group Inc., a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Registration Statement") with respect to the registration under the Securities Act of 1933, as amended, of 300,000 shares of Common Stock, $1.00 par value, of the Company (the "Common Stock"). The 300,000 shares of Common Stock subject to the Registration Statement are to be issued under the Company's Global Employee Stock Purchase Plan (the "Plan"). We have examined the originals or certified copies of such corporate records, certificates of officers of the Company and/or public officials and such other documents and have made such other factual and legal investigations as we have deemed relevant and necessary as the basis for the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed or photostatic copies and the authenticity of the originals of such copies. Based on our examination mentioned above, subject to the assumptions stated above and relying on the statements of fact contained in the documents that we have examined, we are of the opinion that (i) the issuance by the Company of the Shares has been duly authorized and (ii) when issued in accordance with the terms of the Plan, the Shares will be duly and validly issued, fully paid and non-assessable shares of Common Stock. We are admitted to practice in the State of California, but are not admitted to practice in the State of Delaware. However, for the limited purposes of our opinion set forth above, we are generally familiar with the General Corporation Law of the State of Delaware (the "DGCL") as presently in effect and have made such inquiries as we consider necessary to render this opinion with respect to a Delaware corporation. Subject to the foregoing, this opinion letter is limited to the laws of the State of California, the DGCL and federal law as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdictions be changed after the date hereof by legislative action, judicial decision or otherwise. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations of the Securities and Exchange Commission. Very truly yours, /s/ GIBSON, DUNN & CRUTCHER & LLP GIBSON, DUNN & CRUTCHER LLP PFZ/JCM EX-23.1 6 dex231.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-_______) pertaining to the Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan of our report dated October 31, 2000, with respect to the consolidated financial statements of Jacobs Engineering Group Inc. and subsidiaries incorporated by reference in its Annual Report (Form 10-K) for the year ended September 30, 2000, filed with the Securities and Exchange Commission. /S/ ERNST & YOUNG LLP Los Angeles, California August 7, 2001 -----END PRIVACY-ENHANCED MESSAGE-----