AMENDMENT TO
THE
EXECUTIVE
SECURITY PROGRAM OF
JACOBS
ENGINEERING GROUP INC.
This amendment
to the Executive Security Program of Jacobs Engineering Group Inc.,
as Amended and Restated January 1, 1983 (the
“Program”), as described below, is intended to bring
the Program into compliance with Internal Revenue Code
Section 409A.
The changes in
this Amendment are effective January 1, 2009.
1. Section 1.1
(“Definitions”) is amended by modifying subsection
(i) to read, in its entirety, as follows:
(i)
“Retirement” and “Retire” shall mean
“separation from service” with the Company (as such
term is defined in Section 409A of the Internal Revenue Code
of 1986 (“Code”) and authoritative IRS guidance
thereunder) at or after the attainment of age fifty-five
(55) with at least one year of participation in this
Program.
2. A
new Section 2.4 is added to read as follows:
2.4 Frozen
Program . No Employee who is not already a Participant may
become eligible to participate in the Program on or after
January 1, 2009.
3. Section 3.2
(“Amount of Participant Salary Deferral and Payments”)
is amended by adding the following as a new second
paragraph:
Notwithstanding
any other provision in this Program or any Plan Agreement, any
modifications to the amount deferred pursuant to a
Participant’s Plan Agreement shall take effect on
January 1 of the year following such modification.
4. Section 3.5
(“Waiver of Participant Salary Deferral or Payments”)
is amended by modifying the first sentence to read, in its
entirety, as follows:
If
a Participant becomes totally disabled before attaining age
sixty-five, and if such total disability continues for more than
two (2) months, such Participant shall not be required to
defer a portion of his salary pursuant to Sections 3.2 and 3.3 or
make the payments provided for in Sections 3.2 or 3.3, beginning
with the third month following the date of such total disability,
nor thereafter for as long as such total disability
continues.
5. Section 3.5
(“Waiver of Participant Salary Deferral or Payments”)
is further amended by modifying the second to last paragraph to
read, in its entirety, as follows, and by deleting the final
paragraph:
1
The
determination of what constitutes total disability and the removal
thereof for purposes of this Article III, shall be made by the
Committee, in its sole and absolute discretion, and such
determination shall be conclusive; provided, however, that any
cancellation of a Participant’s deferrals due to disability
must be made in accordance with Code Section 409A and
authoritative IRS guidance thereunder.
6. Section 4.5
(“Re-employment after Retirement”) is amended to read,
in its entirety, as follows:
4.5
Re-employment after Retirement . In the event a Participant
Retires from the Company and subsequently returns to active
employment with the Company, the Participant’s benefits shall
be paid in accordance with Section 4.1, 4.2 or 4.3, as
applicable, without regard to such return to employment.
7. A
new Section 4.9 is added to read as follows:
4.9
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