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
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