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): October 14, 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 October 14, 2011, Mr. Craig Martin, President and Chief Executive Officer and a member of the Board of Directors of Jacobs Engineering Group Inc. (the “Company”), agreed to amend the terms of a prior award of Market Stock Units to add additional vesting terms related to the Company’s relative total shareholder return performance compared to that of a specified peer group. The additional vesting terms are set forth in Amendment One to the Restricted Stock Unit Award Agreement (Market Stock Units) (the “Amendment”). The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the complete text of the Amendment, 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 | Amendment One to Restricted Stock Unit Award Agreement (Market Stock Units) by and between Craig Martin and the Company dated as of October 14, 2011. | |
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 18, 2011
EXHIBIT INDEX
| 10.1 | Amendment One to Restricted Stock Unit Award Agreement (Market Stock Units) by and between Craig Martin and the Company dated as of October 14, 2011. | |
Exhibit 10.1
JACOBS ENGINEERING GROUP INC.
RESTRICTED STOCK UNIT AGREEMENT
(Market Stock Units)
AMENDMENT ONE
The Restricted Stock Unit Agreement (the “Agreement”), dated as of October 14, 2011, entered into by and between Craig Martin (“Employee”) and JACOBS ENGINEERING GROUP INC. (the “Company”) pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan (the “Plan”), is hereby amended as follows. Capitalized terms used herein have the same meaning as set forth in the Plan and the Agreement.
1. The first sentence of Section 2(b) of the Agreement is hereby deleted in its entirety and replaced with the following:
“The number of restricted stock units earned under this Agreement (the “Earned Restricted Stock Units”) shall be equal to the Target Restricted Stock Units multiplied by the Stock Performance Multiplier (as defined herein) multiplied by the Relative Performance Multiplier (as defined herein).”
2. Section 2(b) of the Agreement is hereby further amended to add the following to the end thereof:
“The “Relative Performance Multiplier” will be determined by comparing the Company’s total stockholder return to the total stockholder return of each of the companies in the Industry Peer Group (as set forth below) over the three-year period immediately following the Award Date (the “TSR Performance Period”). For purposes of computing total stockholder return, the beginning stock price will be the average stock price over the 60 calendar day period ending on the Award Date and the ending stock price will be the average stock price over the 60 calendar day period ending on the last day of the TSR Performance Period. Any dividend payments over the performance period by a company will be deemed re-invested on the ex-dividend date in additional shares of the company. If the Company’s total stockholder return over the TSR Performance Period is below the 25th percentile when ranked against the total stockholder return over the TSR Performance Period of each of the companies in the Industry Peer Group, the Relative Performance Multiplier will be zero. If the Company’s total stockholder return over the TSR Performance Period is at or above the 50th percentile when ranked against the total stockholder return over the TSR Performance Period of each of the companies in the Industry Peer Group, the Relative Performance Multiplier will be one. If the Company’s total stockholder return over the TSR Performance Period is at the 25th percentile the Relative Performance Multiplier will be 0.5. If the Company’s total stockholder return over the TSR Performance Period is between the 25th and 50th percentiles when ranked against the total stockholder return over the TSR Performance Period of each of the companies in the Industry Peer Group, the Relative Performance Multiplier will be determined using straight line interpolation (between 0.5 and 1) based on the actual percentile ranking. The “Industry Peer Group” consists of the following companies: AECOM Technology Corporation, Chicago Bridge & Iron Company, Computer Sciences Corporation, Foster Wheeler AG, Fluor Corporation, KBR, Inc., L-3 Communications Holdings, Inc., SAIC, Inc., Shaw Group Inc. and URS Corporation, or any successors thereto, in each case, to the extent each is a publicly-traded corporation throughout the entire TSR Performance Period.”
3. The first sentence of Section 2(d) of the Agreement is hereby deleted in its entirety and replaced with the following:
“Notwithstanding anything herein to the contrary, in the event of a Change in Control, the number of Earned Restricted Stock Units shall be determined as of the date such Change in Control is consummated, rather than the Maturity Date, with the number of Earned Restricted Stock Units determined as set forth in Section 2(b) hereof, except that (i) the Ending Average Stock Price shall equal the price per share of Jacobs Common Stock to be paid to the holders thereof in accordance with the definitive agreement governing the transaction constituting the Change in Control (or, in the absence of such agreement, the closing price per share of Jacobs Common Stock for the last trading day prior to the consummation of the Change in Control) and (ii) the Relative Performance Multiplier will be 1.”
3. In all other respects, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this amendment effective as of the date set forth above.
| CRAIG MARTIN | ||
| /s/ Craig Martin | ||
| JACOBS ENGINEERING GROUP INC. | ||
| /s/ John W. Prosser, Jr. | ||
| By: John W. Prosser, Jr. | ||
| Title: | Executive Vice President, Finance and Administration | |