EXHIBIT 10.8
JACOBS ENGINEERING GROUP
INC.
Form of Indemnification
Agreement
THIS AGREEMENT is made this
day of
20 between JACOBS ENGINEERING GROUP
INC., a Delaware corporation (the “Company”), and
(“Indemnitee”).
R E C I T A L S
A. The Company is aware that
competent and experienced persons are increasingly reluctant to
serve as directors or officers of corporations unless they are
protected by comprehensive liability insurance or indemnification,
due to increased exposure to litigation costs and risks resulting
from their service to such corporations, and due to the fact that
the exposure frequently bears no reasonable relationship to the
compensation of such directors and officers;
B. The statutes and judicial
decisions regarding the duties of directors and officers are often
difficult to apply, ambiguous, or conflicting, and therefore fail
to provide such directors and officers with adequate, reliable
knowledge of legal risks to which they are exposed or information
regarding the proper course of action to take;
C. Plaintiffs often seek damages in
such large amounts, and the costs of litigation may be so enormous
(whether or not the case is meritorious), that the defense and/or
settlement of such litigation is often beyond the personal
resources of officers and directors;
D. The Company believes that it is
unfair for its directors and officers to assume the risk of huge
judgments and other expenses which may occur in cases in which the
director or officer received no personal profit and in cases where
the director or officer was not culpable;
E. The Company recognizes that the
issues in controversy in litigation against a director or officer
of a corporation such as the Company or a subsidiary of the Company
are often related to the knowledge, motives and intent of such
director or officer, that she or he is usually the only witness
with knowledge of the essential facts and exculpating circumstances
regarding such matters, and that the long period of time which
usually elapses before the trial or other disposition of such
litigation often extends beyond the time that the director or
officer can reasonably recall such matters; and may extend beyond
the normal time for retirement for such director or officer with
the result that she or he, after retirement or in the event of his
or her death, his or her spouse, heirs, executors or
administrators, may be faced with limited ability and undue
hardship in maintaining an adequate defense, which may discourage
such a director or officer from serving in that
position;
F. Based upon their experience as
business managers, the Board of Directors of the Company (the
“Board”) has concluded that, to retain and attract
talented and experienced individuals to serve as officers and
directors of the Company and to encourage such individuals to take
the business risks necessary for the success of the Company, it is
necessary for the Company to contractually indemnify its officers
and directors and to assume for itself maximum liability for
expenses and damages
in connection with claims against such officers
and directors in connection with their service to the Company, and
has further concluded that the failure to provide such contractual
indemnification could result in great harm to the Company and its
shareholders;
G. Section 145 of the General
Corporation Law of Delaware, under which the Company is organized,
(“Section 145”) empowers the Company to indemnify
its officers, directors, employees and agents by agreement and to
indemnify persons who serve, at the request of the Company, as the
directors, officers, employees or agents of other corporations or
enterprises, and expressly provides that the indemnification
provided by Section 145 is not exclusive;
H. The Company, after reasonable
investigation, believes that the interests of its shareholders
would best be served by a combination of such liability insurance
coverage as the Company may from time to time obtain and the
indemnification by the Company of the directors and officers of the
Company and its subsidiaries;
I. The Company desires and has
requested the Indemnitee to serve or continue to serve as a
director or officer of the Company of one or more of its
subsidiaries free from undue concern for claims for damages arising
out of or related to such services to the Company; and
J. The Indemnitee is willing to
serve, or to continue to serve, the Company and/or such
subsidiaries, provided that he or she is furnished the indemnity
provided for herein.
NOW, THEREFORE, in consideration of
Indemnitee’s continued service after the date hereof the
parties hereto agree as follows:
1. Certain
Definitions.
(a) Change in Control : shall
be deemed to have occurred if (i) any “person” (as
such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “1934
Act”)), other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or a
corporation owned directly or indirectly by the stockholders of the
Company in substantially the same proportions as their ownership of
stock of the Company, is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the 1934 Act),
directly or indirectly, of securities of the Company representing
25% or more of the total voting power represented by the
Company’s then outstanding Voting Securities (as defined
below), (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the
Board of Directors of the Company and any new director whose
election by the Board of Directors or nomination for election by
the Company’s stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose
election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof,
(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than
a merger or consolidation which would result in the Voting
Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into Voting Securities of the surviving entity) at
least 50% of the total voting power represented by the Voting
Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or (iv) the
stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the
Company (in one transaction or a series of transactions) of 50% or
more of the Company’s assets.
(b) Potential Change in
Control : shall be deemed to have occurred if (i) the
Company enters into an agreement or arrangement, the consummation
of which will result in the occurrence of a
Change in Control; (ii) any person
(including the Company) publicly announces an intention to take or
to consider taking actions which if consummated would constitute a
Change in Control; or (iii) the Board adopts a resolution to
the effect that, for purposes of this Agreement a Potential Change
in Control has occurred.
(f) Reviewing Party : the
Company’s Non-Employee Directors (as defined by Rule 16b-3 of
the 1934 Act) or any other person or body appointed by the Board
who is not a party to the particular proceeding for which
Indemnitee is seeking indemnification.
(d) Voting Securities : any
securities of the Company which vote generally in the election of
directors.
2.
Indemnification.
(a) Third Party Proceedings. The
Company shall indemnify Indemnitee if Indemnitee is or was a party
to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Company) by reason of the
fact that Indemnitee is or was a director or officer of the
Company, or any subsidiary of the Company, by reason of any action
or inaction on the part of Indemnitee while an officer or director
or by reason of the fact that Indemnitee is or was serving at the
request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise (an “Affiliate”), against expenses
(including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by Indemnitee
in connection with the investigation, defense, settlement or appeal
of such action, suit or proceeding if Indemnitee acted in good
faith and in a manner that Indemnitee reasonably believed to be in
or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe Indemnitee’s conduct was
unlawful.
(b) Proceedings by or in the Right
of the Company. The Company shall indemnify Indemnitee if
Indemnitee was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding by
or in the right of the Company or any subsidiary of the Company to
procure a judgment in its favor by reason of the fact that
Indemnitee is or was a director or officer of the Company, or any
subsidiary of the Company, by reason of any action or inaction on
the part of Indemnitee while an officer or director or by reason of
the fact that Indemnitee is or was serving at the request of the
Company as a director, officer, employee or agent another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees) and amounts paid
in settlement actually and reasonably incurred by Indemnitee in
connection with the investigation, defense, settlement or appeal of
such action, suit or proceeding if Indemnitee acted in good faith
and in a manner that Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which Indemnitee shall have been adjudged to be liable
to the Company unless and only to the extent that the Court of
Chancery of the State of Delaware 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, Indemnitee is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery of the
State of Delaware or such other court shall deem proper.
(c) Proceedings involving a Deceased
Indemnitee. The Company shall indemnify Indemnitee if Indemnitee is
or was a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Company) by reason of the fact that Indemnitee is or was a director
or officer of the Company, or any subsidiary of the Company, by
reason of any action or inaction on the part of Indemnitee while a
director
of officer or by reason of the fact that
Indemnitee is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
Indemnitee in connection with the investigation, defense,
settlement or appeal of such action, suit or proceeding if
Indemnitee acted in good faith and in a manner that Indemnitee
reasonably believed to be in or not opposed to the best interests
of the Company, and prior to, during the pendency or after
completion of such suit, action or proceeding Indemnitee is
deceased, except that no indemnification shall be due under the
provisions of this subsection to the extent a court of competent
jurisdiction shall have found in such suit, action or proceeding
that Indemnitee defrauded or stole from the Company or an Affiliate
of the Company or converted to his own personal use and benefit
business or properties of the Company or an Affiliate of the
Company or was guilty of gross negligence or willful misconduct of
a culpable nature to the Company or an Affiliate of the
Company.
(d) Mandatory Payment of Expenses.
To the extent that Indemnitee has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to
in Subsections (a), (b) or (c) of this
Section 2 or the defense of any claim, issue or matter
therein, Indemnitee shall be indemnified against expenses
(including attorneys’ fees) actually and reasonably incurred
by Indemnitee in connection therewith.
3. Assumption of Liability by the
Company. If Indemnitee is
deceased and is entitled to indemnification under any provision of
this Agreement, the Company shall indemnify Indemnitee’s
estate and his or her spouse, heirs, administrators and executors
against and the Company shall, and does hereby agree, to assume any
and all expenses (including attorneys’ fees), penalties and
fines actually and reasonably incurred by or for Indemnitee or his
or her estate, in connection with the investigation, defense,
settlement or appeal of any such action, suit or proceeding.
Further, when requested in writing by the spouse of Indemnitee,
and/or the heirs, executors or administrators of Indemnitee’s
estate, the Company shall provide appropriate evidence of the
Company’s agreement set out herein, to indemnify Indemnitee
against, and to itself assume, such costs, liabilities and
expenses.
4. Limitation of Actions and
Release of Claims. No
legal action shall be brought and no cause of action shall be
asserted by or on behalf of the Company or any Affiliate of the
Company against Indemnitee, his or her spouse, heirs, executors or
administrators after the expiration of two years from the date of
accrual of such cause of action, and any claim or cause of action
of the Company or its Affiliate shall be extinguished and deemed
released unless asserted by filing of a legal action within such
two (2) year period.
5. Agreement to Serve.
In consideration of the protection
afforded by this Agreement, if Indemnitee is a director of the
Company, he or she agrees to serve at least for the balance of the
current term as a director and not to resign voluntarily during
such period without the written consent of a majority of the
B
