UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 29, 2011
Jacobs Engineering Group Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 1-7463 | 95-4081636 | ||
| (State of incorporation) | (SEC File No.) | (IRS Employer identification number) | ||
| 1111 S. Arroyo Parkway, Pasadena, California |
91105 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number (including area code): (626) 578-3500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 29, 2011, Jacobs Engineering Group Inc. (the “Company”) and Thomas Hammond, the Company’s Executive Vice President, Operations, entered into a letter agreement (the “Agreement”) detailing the terms of Mr. Hammond’s relocation and repatriation from England. Pursuant to the terms of the Agreement, any allowances and differentials provided under Mr. Hammond’s agreement with respect to his foreign assignment, including his goods and services differential, automobile allowance and housing provisions, ceased on September 1, 2011. Under the Agreement, Mr. Hammond is eligible to receive relocation assistance consistent with the Company’s relocation policy and his position.
The foregoing summary of the Agreement is not complete and is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 | Relocation/Repatriation Agreement, dated as of September 29, 2011, by and between Jacobs Engineering Group Inc. and Thomas Hammond. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JACOBS ENGINEERING GROUP INC. | ||
| By: | /s/ John W. Prosser, Jr. | |
| Name: | John W. Prosser, Jr. | |
| Title: | Executive Vice President | |
| Finance and Administration | ||
Date: October 5, 2011
EXHIBIT INDEX
| 10.1 | Relocation/Repatriation Agreement, dated as of September 29, 2011, by and between Jacobs Engineering Group Inc. and Thomas Hammond. |
Exhibit 10.1
MEMORANDUM
| Date: | September 29, 2011 |
| To: | Tom Hammond |
| From: | Patricia Summers |
| Re: | Relocation/Repatriation Agreement |
This letter confirms our understanding of the terms and conditions of your relocation and repatriation from Winnersh, England, to Pasadena, California. The effective date of your transfer is September 1, 2011. Your relocation benefits are detailed below. Should these provisions be acceptable, please sign and return this document to me.
Any allowances and differentials provided under the terms and conditions of your agreement for your assignment in the United Kingdom will end as of your relocation back to the US and each has been detailed in this agreement.
ALLOWANCES
Goods and Services Differential
The goods and services differential that was provided to compensate you for the costs of goods in Winnersh, UK will end effective August 31, 2011.
Automobile Allowance
The automobile lease extended to you during your international assignment in the UK will end as soon as administratively practical.
Foreign Housing
We provided you with fully furnished and serviced housing in the Winnersh area, inclusive of utilities. In order to accommodate your need to utilize the property through the end of the lease in February 2012, it is understood that the company will continue to lease this property and you will fully reimburse Jacobs for such costs, including utilities commencing on September 1, 2011. You agree that such reimbursement is subject to any increase as defined by the terms and conditions of the lease. The Company will not agree to a change in the terms and conditions of the lease with the lessor unless legally required to do so.
MISCELLANEOUS ASSIGNMENT PROVISIONS
Tax Equalization Policy
The Tax Department will advise you of any assignment related remuneration as well as any foreign filing obligations which may keep you in the tax equalization program beyond the final year of your repatriation. Effective the date of your repatriation, your hypothetical tax withholdings will cease and you will revert back to actual Federal and State income tax withholding as applicable.
Taxes
Reimbursements and allowances for certain repatriation costs may be reported as wages and are therefore subject to appropriate taxes. Any salary adjustment associated with this assignment is not intended to directly reimburse you for additional Federal, state, or local income taxes.
Employee Benefit Plans
You are eligible to change your benefits effective as soon as administratively practical with your repatriation date. A benefits package will be sent to you under separate cover. Should you have questions regarding benefits in Pasadena, please contact Steve Barder.
RELOCATION ASSISTANCE
You will be eligible to receive relocation assistance from Winnersh, UK to Pasadena, California consistent with our relocation policy and your position as an Executive Vice President. Relocation assistance terms and conditions are as follows:
Travel
We will provide you with economy coach-class airfare return to Southern California.
Interim Living Expenses
Upon your arrival in Southern California, you will be reimbursed for necessary, reasonable, and actual expenses for accommodations and one rental vehicle for a period of up to ninety (90) days.
Reimbursement of the daily meal allowance will be consistent with rates established in the U.S. Government Federal Travel Regulations.
Household Goods Shipment & Storage
We will pay reasonable expenses for packing, insuring, shipping and unpacking household and personal items from Reading and London, UK to the Southern California area, and as necessary for storage of household goods in the Southern California area. We will pay for such goods to be packed, insured, shipped, delivered, and unpacked at a location of your choice in the Southern California area. In addition, the company will pay for your household goods stored in the US to be packed, insured, shipped, delivered, and unpacked to a location of your choice in the Southern California area.
Home Purchase Assistance
Closing costs will be reimbursed for the purchase of a new home in the Southern California area, and TheMIGroup will assist you with this process. These costs include title search, appraisals, inspections, surveys, usual and customary loan points/loan origination fees (limited to 1.5%), and any other associated fees but limited to 5% of the sale price of the new home.
Resettlement Allowance
In accordance with the provisions of your original UK assignment agreement, you will receive a resettlement allowance of $4,000 upon your return from the UK. This allowance is designed to aid in the additional expenses for incidental items you may need to purchase or will incur as result of the resettlement. You must submit an expense report, attach a copy of this signed and executed Relocation Agreement, and forward to the Accounts Payable Department in Oak Ridge, Tennessee, for reimbursement of the transfer-relocation allowance and all expenses related to this relocation.
Approvals
None of the provisions of this or any other Jacobs Policy or procedure will be construed as an employment agreement. Employment with Jacobs can be terminated at any time with or without cause for either the employee concerned or by Jacobs.
Deviations to this document must have the prior approval of President and Chief Executive Officer, Craig Martin.
Tom, I believe this summarizes the terms and conditions of your repatriation and the relocation assistance provided. Please sign this agreement to acknowledge your receipt, understanding and acceptance of the terms herein noted.
| /s/ Patricia H. Summers |
/s/ Thomas R. Hammond | |||
| Patricia Summers | Thomas Hammond | |||
| Senior Vice President, Global HR | Executive Vice President, Operations | |||
| 29-Sept-2011 |
29-Sept-2011 | |||
| Date | Date | |||