EXHIBIT 10.1
JACOBS ENGINEERING GROUP
INC.
1989 EMPLOYEE STOCK PURCHASE
PLAN
(As Amended and Restated — effective
January 22, 2009)
This Employee Stock Purchase Plan
(the “Plan”) is intended to encourage stock ownership
by employees of Jacobs Engineering Group Inc. (the
“Company”) and certain subsidiaries of the Company. The
Plan is intended to qualify as an employee stock purchase plan
under Section 423 of the Internal Revenue Code (the
“Code”).
The Plan shall be administered by a
committee (the “Committee”) appointed by the Board of
Directors of the Company (the “Board”) from among its
members and shall be comprised of not less than three
(3) members of the Board. Unless and until its members are not
qualified to serve on the Committee pursuant to the provisions of
the Plan, the Human Resource & Compensation Committee of
the Board shall function as the Committee. Members of the Committee
shall be members of the Board who are not eligible to participate
under the Plan or any other plan of the Company or its affiliates
authorizing discretionary grants or awards of stock, stock options
or stock appreciation rights and who have not been eligible to so
participate for at least one (1) year prior to service as an
administrator of the Plan. Eligibility requirements for members of
the Committee shall comply with Rule 16b-3 promulgated pursuant to
the Securities Exchange Act of 1934, as amended (the “1934
Act”) or any successor rule or regulation. No person, other
than members of the Committee, shall have any discretion concerning
decisions regarding the Plan except as otherwise provided in this
Plan. The Committee is authorized to construe and interpret the
Plan, to define the terms used herein, to prescribe, amend and
rescind rules and regulations for the administration of the Plan,
and to take any other action in connection with the administration
of the Plan and Options granted hereunder that it deems
proper.
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(a)
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The Company
shall grant to all Eligible Employees Options
(“Options”) to purchase Common Stock of the Company
(“Shares”) in accordance with this Plan. All employees
granted Options under the Plan shall have the same rights and
privileges.
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(b)
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The Options
granted under this Plan shall be granted effective only on the
first day of a six month election period referred to in Paragraph 5
of the Plan (“Election Period”). No Option shall be
treated as granted prior to the first day of such Election
Period.
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(a)
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The employees
eligible to receive Options under the Plan (“Eligible
Employee”) shall be all employees of the Company and all
corporations that now are or hereafter become domestic United
States subsidiary corporations (as defined in Section 424(f)
of the Code) and all employees of any foreign subsidiary
corporation designated from time to time by the Board of Directors.
The Board of Directors of the Company may change the designation of
the subsidiaries participating in the Plan (“participating
subsidiaries”) at any time.
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(b)
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However, the
following employees shall not be Eligible Employees under the
Plan:
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(i)
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Employees who
normally work fewer than 20 hours per week;
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(ii)
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Employees who
normally work five or fewer months during the fiscal year of the
Company;
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(iii)
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Employees who
have completed less than one year of employment by the Company or a
participating subsidiary of the Company; and
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(iv)
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Employees who
are not actively employed by the Company at the beginning of a six
month Election Period, including employees who are on disability
leave or leave of absence.
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(c)
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Employees of
participating subsidiaries that have become subsidiaries by reason
of having been acquired by the Company or a subsidiary and
companies that have been merged with the Company or a subsidiary
shall, in the discretion of the Committee, receive credit for the
time they have worked for such acquired or merged
company.
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(d)
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Any employee
who would own more than five percent of the Common Stock in the
Company immediately after an Option under this Plan is granted
shall also be excluded from eligibility. Stock that the employee
may purchase under all outstanding stock options granted to him or
her by the Company shall be treated as stock owned by the employee
for such purposes, even though the option is not presently
exercisable.
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(a)
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An Eligible
Employee may exercise his or her Option to acquire Common Stock by
completing a Payroll Deduction Authorization Form in such form as
approved from time to time by the Committee. The election to
exercise the Option shall be effective for six-month Election
Periods commencing January 1, 2006. The Election Periods shall
be from January 1 to June 30 and from July 1 to
December 31. There will be a short four-month Election Period
from March 1, 2005 to June 30, 2005. There will be a
short three-month Election Period from July 1, 2005 to
September 30, 2005. There will be a short three-month Election
Period from October 1, 2005 to December 31, 2005. An
eligible Employee’s election to participate in the Plan shall
be irrevocable during each Election Period.
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(b)
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Eligible
Employees who have elected to exercise their Options for any
Election Period are sometimes referred to as
“Participants” in this Plan.
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(c)
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In no event may
an Option be exercised later than the period of time specified in
Section 423(b)(7)(B) of the Code. Except as otherwise provided
in Paragraphs 6 and 12, an Option shall be treated as exercised on
the day the Company sells and Participants purchase the related
option Shares.
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6.
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Payment of
Purchase Price.
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(a)
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Each Participant shall pay for
the stock subject to his or her option with after-tax salary
reduction contributions. The Company shall reduce each
Participant’s salary or wages by any whole percentage from 2%
to 15% of basic
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compensation. A Participant’s
basic compensation shall include only regular fixed basic
compensation, and shall not include any bonus, overtime payment,
contribution to an employee benefit plan or other similar payment
or contribution.
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(b)
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Each
Participant shall specify the amount of salary reduction on a
Payroll Deduction Authorization Form to be furnished by the
Company. The salary reduction contributions shall continue
throughout the six month Election Period.
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(c)
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The Company
shall begin salary reductions during the pay periods as close as
practical to the first day of each Election Period, and shall cease
such reductions during the pay periods as close as practical to the
last day of each Election Period.
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(d)
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The Company
shall sell and Participants shall purchase the option Shares on
such dates as determined from time to time by the Committee. The
Company shall then issue Common Stock to Participants who exercised
their Options, at the prices specified in Paragraph 8 of this Plan.
The number of Shares purchased shall be based on the aggregate
amount of salary reduction contributions during each
Elect
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