JABIL CIRCUIT, INC.
2002 STOCK INCENTIVE PLAN
1.
Purposes of the Plan . The purposes of this Stock Incentive
Plan are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional
incentive to Employees and Consultants, and to promote the success
of the Company’s business. Awards granted under the Plan may
be Incentive Stock Options, Nonstatutory Stock Options, Stock
Awards, Performance Units, Performance Shares or Stock Appreciation
Rights.
2.
Definitions . As used herein, the following definitions
shall apply:
(a)
“Administrator” means the Board or any Committee or
person as shall be administering the Plan, in accordance with
Section 4 of the Plan.
(b)
“Applicable Law” means the legal requirements relating
to the administration of the Plan under applicable federal, state,
local and foreign corporate, tax and securities laws, and the rules
and requirements of any stock exchange or quotation system on which
the Common Stock is listed or quoted.
(c)
“Award” means an Option, Stock Appreciation Right,
Stock Award, Performance Unit or Performance Share granted under
the Plan.
(d)
“Award Agreement” means the agreement, notice and/or
terms or conditions by which an Award is evidenced, documented in
such form (including by electronic communication) as may be
approved by the Administrator.
(e)
“Board” means the Board of Directors of the
Company.
(f)
“Change in Control” means the happening of any of the
following, unless otherwise provided by the Award
Agreement:
(i) the
direct or indirect sale, lease, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one
or a series of related transactions, of all or substantially all of
the properties or assets of the Company and its subsidiaries taken
as a whole to any person (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act) other than the Company or one of its
subsidiaries;
(ii) the
adoption of a plan relating to the Company’s liquidation or
dissolution;
(iii) the
consummation of any transaction (including, without limitation, any
merger or consolidation) the result of which is that any person
other than the Company or its subsidiaries, becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of more than 50% of the combined voting
power of the Company’s voting stock or other voting stock
into which the Company’s voting stock is reclassified,
consolidated, exchanged or changed, measured by voting power rather
than number of shares;
(iv) the
Company consolidates with, or merges with or into, any person, or
any person consolidates with, or merges with or into, the Company,
in any such event pursuant to a transaction in which any of the
voting stock of the Company or such other person is converted into
or exchanged for cash, securities or other property, other than any
such transaction where the shares of voting stock of the Company
outstanding immediately prior to such transaction directly or
indirectly constitute, or are converted into or exchanged for, a
majority of the voting stock of the surviving person immediately
after giving effect to such transaction; or
(v) the
first day on which a majority of the members of the Board are not
Continuing Directors. “Continuing Director” means, as
of any date of determination with respect to any Award, any member
of the Board who (1) was a member of the Board on the Date of
Grant of such Award; or (2) was nominated for election or
elected to the Board with the approval of a majority of the
continuing directors who were members of the Board at the time of
such nomination or election.”
(g)
“Change in Control Price” means, as determined by the
Board,
(i) the
highest Fair Market Value of a Share within the 60 day period
immediately preceding the date of determination of the Change in
Control Price by the Board (the “60-Day Period”),
or
(ii) the
highest price paid or offered per Share, as determined by the
Board, in any bona fide transaction or bona fide offer related to
the Change in Control of the Company, at any time within the 60-Day
Period, or
(iii) some
lower price as the Board, in its discretion, determines to be a
reasonable estimate of the fair market value of a Share.
(h)
“Code” means the Internal Revenue Code of 1986, as
amended.
(i)
“Committee” means a Committee appointed by the Board in
accordance with Section 4 of the Plan.
(j)
“Common Stock” means the Common Stock, $.001 par value,
of the Company.
(k)
“Company” means Jabil Circuit, Inc., a Delaware
corporation.
(l)
“Consultant” means any person, including an advisor,
engaged by the Company or a Parent or Subsidiary to render services
and who is compensated for such services, including without
limitation non-Employee Directors who are paid only a
director’s fee by the Company or who are compensated by the
Company for their services as non-Employee Directors. In addition,
as used herein, “consulting relationship” shall be
deemed to include service by a non-Employee Director as
such.
(m)
“Continuous Status as an Employee or Consultant” means
that the employment or consulting relationship is not interrupted
or terminated by the Company, any Parent or Subsidiary. Continuous
Status as an Employee or Consultant shall not be considered
interrupted in the case of (i) any leave of absence approved
in writing by the Board, an Officer, or a person designated in
writing by the Board or an Officer as authorized to approve a leave
of absence, including sick leave, military leave, or any other
personal leave; provided, however, that for purposes of Incentive
Stock Options, any such leave may not exceed 90 days, unless
reemployment upon the expiration of such leave is guaranteed by
contract (including certain Company policies) or statute, or
(ii) transfers between locations of the Company or between the
Company, a Parent, a Subsidiary or successor of the Company; or
(iii) a change in the status of the Grantee from Employee to
Consultant or from Consultant to Employee.
(n)
“Covered Stock” means the Common Stock subject to an
Award.
(o)
“Date of Grant” means the date on which the
Administrator makes the determination granting the Award, or such
other later date as is determined by the Administrator. Notice of
the determination shall be provided to each Grantee within a
reasonable time after the Date of Grant.
(p)
“Date of Termination” means the date on which a
Grantee’s Continuous Status as an Employee or Consultant
terminates.
(q)
“Director” means a member of the Board.
(r)
“Disability” means total and permanent disability as
defined in Section 22(e)(3) of the Code.
(s)
“Employee” means any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of
the Company. Neither service as a Director nor payment of a
director’s fee by the Company shall be sufficient to
constitute “employment” by the Company.
(t)
“Exchange Act” means the Securities Exchange Act of
1934, as amended.
(u)
“Fair Market Value” means, as of any date, the value of
Common Stock determined as follows:
(i) If
the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the National
Market System of the National Association of Securities Dealers,
Inc. Automated Quotation (“NASDAQ”) System, the Fair
Market Value of a Share of Common Stock shall be the closing sales
price for such stock (or the closing bid, if no sales were
reported) as quoted on such system or exchange (or the exchange
with the greatest volume of trading in Common Stock) on the day of
determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;
(ii) If
the Common Stock is quoted on the NASDAQ System (but not on the
National Market System thereof) or is regularly quoted by a
recognized securities dealer but selling prices are not reported,
the Fair Market Value of a Share of Common Stock shall be the mean
between the high bid and low asked prices for the Common Stock on
the day of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;
(iii) In
the absence of an established market for the Common Stock, the Fair
Market Value shall be determined in good faith by the
Administrator.
(v)
“Grantee” means an individual who has been granted an
Award.
(w)
“Incentive Stock Option” means an Option intended to
qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated
thereunder.
(x)
“Mature Shares” means Shares for which the holder
thereof has good title, free and clear of all liens and
encumbrances, and that such holder either (i) has held for at
least six months or (ii) has purchased on the open
market.
(y)
“Nonstatutory Stock Option” means an Option not
intended to qualify as an Incentive Stock Option.
(z)
“Officer” means a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act
and the rules and regulations promulgated thereunder.
(aa)
“Option” means a stock option granted under the
Plan.
(bb)
“Parent” means a corporation, whether now or hereafter
existing, in an unbroken chain of corporations ending with the
Company if each of the corporations other than the Company holds at
least 50 percent of the voting shares of one of the other
corporations in such chain.
(cc)
“Performance Period” means the time period during which
the performance goals established by the Administrator with respect
to a Performance Unit or Performance Share, pursuant to
Section 9 of the Plan, must be met.
(dd)
“Performance Share” has the meaning set forth in
Section 9 of the Plan.
(ee)
“Performance Unit” has the meaning set forth in
Section 9 of the Plan.
(ff)
“Plan” means this 2002 Stock Incentive Plan.
(gg)
“Rule 16b-3” means Rule 16b-3 promulgated
under the Exchange Act or any successor to Rule 16b-3, as in effect
when discretion is being exercised with respect to the
Plan.
(hh)
“Share” means a share of the Common Stock, as adjusted
in accordance with Section 11 of the Plan.
(ii)
“Stock Appreciation Right” or “SAR” has the
meaning set forth in Section 7 of the Plan.
(jj)
“Stock Grant” means Shares that are awarded to a
Grantee pursuant to Section 8 of the Plan.
(kk)
“Subsidiary” means a corporation, domestic or foreign,
of which not less than 50 percent of the voting shares are
held by the Company or a Subsidiary, whether or not such
corporation now exists or is hereafter organized or acquired by the
Company or a Subsidiary
3. Stock
Subject to the Plan . Subject to the provisions of
Section 11 of the Plan and except as otherwise provided in
this Section 3, the maximum aggregate number of Shares that
may be subject to Awards under the Plan since the Plan became
effective is 33,608,726, which includes Shares that were available
on August 31, 2008 to be subject to future Awards, plus Shares
that were subject to Awards on August 31, 2008, and all Shares
issued prior to August 31, 2008. The Shares may be authorized,
but unissued, or reacquired Common Stock.
If
an Award expires or becomes unexercisable without having been
exercised in full the remaining Shares that were subject to the
Award shall become available for future Awards under the Plan
(unless the Plan has terminated). With respect to Stock
Appreciation Rights, if the payment upon exercise of a SAR is in
the form of Shares, the Shares subject to the SAR shall be counted
against the available Shares as one Share for every Share subject
to the SAR, regardless of the number of Shares used to settle the
SAR upon exercise.
4.
Administration of the Plan .
(i)
Multiple Administrative Bodies . The Plan may be
administered by different bodies with respect to different groups
of Employees and Consultants. Except as provided below, the Plan
shall be administered by (A) the Board or (B) a committee
designated by the Board and constituted to satisfy Applicable
Law.
(ii)
Rule 16b-3 . To the extent the Board or the Committee
considers it desirable for transactions relating to Awards to be
eligible to qualify for an exemption under Rule 16b-3, the
transactions contemplated under the Plan shall be structured to
satisfy the requirements for exemption under
Rule 16b-3.
(iii)
Section 162(m) of the Code . To the extent the Board or
the Committee considers it desirable for compensation delivered
pursuant to Awards to be eligible to qualify for an exemption from
the limit on tax deductibility of compensation under Section 162(m)
of the Code, the transactions contemplated under the Plan shall be
structured to satisfy the requirements for exemption under Section
162(m) of the Code.
(iv)
Authorization of Officers to Grant Options . In accordance
with Applicable Law, the Board may, by a resolution adopted by the
Board, authorize one or more Officers to designate Officers and
Employees (excluding the Officer so authorized) to be Grantees of
Options and determine the number of Options to be granted to such
Officers and Employees; provided, however, that the resolution
adopted by the Board so authorizing such Officer or Officers shall
specify the total number and the terms (including the exercise
price, which may include a formula by which such price may be
determined) of Options such Officer or Officers may so
grant.
(b)
Powers of the Administrator . Subject to the provisions of
the Plan, and in the case of a Committee or an Officer, subject to
the specific duties delegated by the Board to such Committee or
Committee, the Administrator shall have the authority, in its sole
and absolute discretion:
(i) to
determine the Fair Market Value of the Common Stock, in accordance
with Section 2(u) of the Plan;
(ii) to
select the Consultants and Employees to whom Awards will be granted
under the Plan;
(iii) to
determine whether, when, to what extent and in what types and
amounts Awards are granted under the Plan;
(iv) to
determine the number of shares of Common Stock to be covered by
each Award granted under the Plan;
(v) to
determine the forms of Award Agreements, which need not be the same
for each grant or for each Grantee, and which may be delivered
electronically, for use under the Plan;
(vi) to
determine the terms and conditions, not inconsistent with the terms
of the Plan, of any Award granted under the Plan. Such terms and
conditions, which need not be the same for each grant or for
each
Grantee,
include, but are not limited to, the exercise price, the time or
times when Options and SARs may be exercised (which may be based on
performance criteria), the extent to which vesting is suspended
during a leave of absence, any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation
regarding any Award or the shares of Common Stock relating thereto,
based in each case on such factors as the Administrator shall
determine;
(vii) to
construe and interpret the terms of the Plan and Awards;
(viii) to
prescribe, amend and rescind rules and regulations relating to the
Plan, including, without limiting the generality of the foregoing,
rules and regulations relating to the operation and administration
of the Plan to accommodate the specific requirements of local and
foreign laws and procedures;
(ix) to
modify or amend each Award (subject to Section 13 of the
Plan). However, the Administrator may not modify or amend any
outstanding Option so as to specify a lower exercise price or
accept the surrender of an outstanding Option and authorize the
granting of a new Option with a lower exercise price in
substitution for such surrendered Option;
(x) to
authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Award previously
granted by the Administrator;
(xi) to
determine the terms and restrictions applicable to
Awards;
(xii) to
make such adjustments or modifications to Awards granted to
Grantees who are Employees of foreign Subsidiaries as are advisable
to fulfill the purposes of the Plan or to comply with Applicable
Law;
(xiii) to
delegate its duties and responsibilities under the Plan with
respect to sub-plans applicable to foreign Subsidiaries, except its
duties and responsibilities with respect to Employees who are also
Officers or Directors subject to Section 16(b) of the Exchange
Act;
(xiv) to
provide any notice or other communication required or permitted by
the Plan in either written or electronic form; and
(xv) to
make all other determinations deemed necessary or advisable for
administering the Plan.
(c)
Effect of Administrator’s Decision . The
Administrator’s decisions, determinations and interpretations
shall be final and binding on all Grantees and any other holders of
Awards.
5.
Eligibility and General Conditions of Awards .
(a)
Eligibility . Awards other than Incentive Stock Options may
be granted to Employees and Consultants. Incentive Stock Options
may be granted only to Employees. If otherwise eligible, an
Employee or Consultant who has been granted an Award may be granted
additional Awards.
(b)
Maximum Term . Subject to the following provision, the term
during which an Award may be outstanding shall not extend more than
ten years after the Date of Grant, and shall be subject to earlier
termination as specified elsewhere in the Plan or Award Agreement;
provided, however, that any deferral of a cash payment or of the
delivery of Shares that is permitted or required by the
Administrator pursuant to Section 10 of the Plan may, if so
permitted or required by the Administrator, extend more than ten
years after the Date of Grant of the Award to which the deferral
relates.
(c)
Award Agreement . To the extend not set forth in the Plan,
the terms and conditions of each Award, which need not be the same
for each grant or for each Grantee, shall be set forth in an Award
Agreement. The Administrator, in its sole and absolute discretion,
may require as a condition to any Award Agreement’s
effectiveness that the Award Agreement be executed by the Grantee,
including by electronic signature or other electronic indication of
acceptance, and that the Grantee agree to such further terms and
conditions as specified in the Award Agreement.
(d)
Termination of Employment or Consulting Relationship . In
the event that a Grantee’s Continuous Status as an Employee
or Consultant terminates (other than upon the Grantee’s death
or Disability), then, unless otherwise provided by the Award
Agreement, and subject to Section 11 of the Plan:
(i) the
Grantee may exercise his or her unexercised Option or SAR, but only
within such period of time as is determined by the Administrator,
and only to the extent that the Grantee was entitled to exercise it
at the Date of Termination (but in no event later than the
expiration of the term of such Option or SAR as set forth in the
Award Agreement). In the case of an Incentive Stock Option, the
Administrator shall determine such period of time (in no event to
exceed three months from the Date of Termination) when the Option
is granted. If, at the Date of Termination, the Grantee is not
entitled to exercise his or her entire Option or SAR, the Shares
covered by the unexercisable portion of the Option or SAR shall
revert to the Plan. If, after the Date of Termination, the Grantee
does not exercise his or her Option or SAR within the time
specified by the Administrator, the Option or SAR shall terminate,
and the Shares covered by such Option or SAR shall revert to the
Plan. An Award Agreement may also provide that if the exercise of
an Option following the Date of Termination would be prohibited at
any time because the issuance of Shares would violate Company
policy regarding compliance with Applicable Law, then the exercise
period shall terminate on the earlier of (A) the expiration of
the term of the Option set forth in Section 6(b) of the Plan or
(B) the expiration of a period of 10 days after the Date
of Termination during which the exercise of the Option would not be
in violation of such requirements;
(ii) the
Grantee’s Stock Awards, to the extent forfeitable immediately
before the Date of Termination, shall thereupon automatically be
forfeited;
(iii) the
Grantee’s Stock Awards that were not forfeitable immediately
before the Date of Termination shall promptly be settled by
delivery to the Grantee of a number of unrestricted Shares equal to
the aggregate number of the Grantee’s vested Stock
Awards;
(iv) any
Performance Shares or Performance Units with respect to which the
Performance Period has not ended as of the Date of Termination
shall terminate immediately upon the Date of
Termination.
(e)
Disability of Grantee . In the event that a Grantee’s
Continuous Status as an Employee or Consultant terminates as a
result of the Grantee’s Disability, then, unless otherwise
provided by the Award Agreement:
(i) the
Grantee may exercise his or her unexercised Option or SAR at any
time within 12 months from the Date of Termination, but only
to the extent that the Grantee was entitled to exercise the Option
or SAR at the Date of Termination (but in no event later than the
expiration of the term of the Option or SAR as set forth in the
Award Agreement). If, at the Date of Termination, the Grantee is
not entitled to exercise his or her entire Option or SAR, the
Shares covered by the unexercisable portion of the Option or SAR
shall revert to the Plan. If, after the Date of Termination, the
Grantee does not exercise his or her Option or SAR within the time
specified herein, the Option or SAR shall terminate, and the Shares
covered by such Option or SAR shall revert to the Plan.
(ii) the
Grantee’s Stock Awards, to the extent forfeitable immediately
before the Date of Termination, shall thereupon automatically be
forfeited;
(iii) the
Grantee’s Stock Awards that were not forfeitable immediately
before the Date of Termination shall promptly be settled by
delivery to the Grantee of a number of unrestricted Shares equal to
the aggregate number of the Grantee’s vested Stock
Awards;
(iv) any
Performance Shares or Performance Units with respect to which the
Performance Period has not ended as of the Date of Termination
shall terminate immediately upon the Date of
Termination.
(f)
Death of Grantee . In the event of the death of an Grantee,
then, unless otherwise provided by the Award Agreement,
(i) the
Grantee’s unexercised Option or SAR may be exercised at any
time within 12 months following the date of death (but in no
event later than the expiration of the term of such Option or SAR
as set forth in the Award Agreement), by the Grantee’s estate
or by a person who acquired the right to exercise the Option or SAR
by bequest or inheritance, but only to the extent that the Grantee
was entitled to exercise the Option or SAR at the date of death.
If, at the time of death, the Grantee was not entitled to exercise
his or her entire Option or SAR,
the Shares
covered by the unexercisable portion of the Option or SAR shall
immediately revert to the Plan. If, after death, the
Grantee’s estate or a person who acquired the right to
exercise the Option or SAR by bequest or inheritance does not
exercise the Option or SAR within the time specified herein, the
Option or SAR shall terminate,
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