|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
38-1886260
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
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Title of each class
|
Trading symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value per share
|
JBL
|
New York Stock Exchange
|
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☐
|
|
||
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
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|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
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||
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Item 1.
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Financial Statements
|
|
November 30,
2019 (Unaudited) |
|
August 31,
2019 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
719,842
|
|
|
$
|
1,163,343
|
|
Accounts receivable, net of allowance for doubtful accounts of $30,343 as of November 30, 2019 and $17,221 as of August 31, 2019
|
3,596,145
|
|
|
2,745,226
|
|
||
Contract assets
|
1,060,580
|
|
|
911,940
|
|
||
Inventories, net
|
3,342,198
|
|
|
3,023,003
|
|
||
Prepaid expenses and other current assets
|
533,466
|
|
|
501,573
|
|
||
Total current assets
|
9,252,231
|
|
|
8,345,085
|
|
||
Property, plant and equipment, net of accumulated depreciation of $4,221,124 as of November 30, 2019 and $4,110,496 as of August 31, 2019
|
3,450,211
|
|
|
3,333,750
|
|
||
Operating lease right-of-use asset
|
405,895
|
|
|
—
|
|
||
Goodwill
|
678,391
|
|
|
622,255
|
|
||
Intangible assets, net of accumulated amortization of $353,988 as of November 30, 2019 and $337,841 as of August 31, 2019
|
240,849
|
|
|
256,853
|
|
||
Deferred income taxes
|
203,945
|
|
|
198,827
|
|
||
Other assets
|
213,441
|
|
|
213,705
|
|
||
Total assets
|
$
|
14,444,963
|
|
|
$
|
12,970,475
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current installments of notes payable and long-term debt
|
$
|
375,180
|
|
|
$
|
375,181
|
|
Accounts payable
|
5,920,277
|
|
|
5,166,780
|
|
||
Accrued expenses
|
3,167,951
|
|
|
2,990,144
|
|
||
Current operating lease liabilities
|
98,640
|
|
|
—
|
|
||
Total current liabilities
|
9,562,048
|
|
|
8,532,105
|
|
||
Notes payable and long-term debt, less current installments
|
2,115,715
|
|
|
2,121,284
|
|
||
Other liabilities
|
319,369
|
|
|
163,821
|
|
||
Non-current operating lease liabilities
|
337,981
|
|
|
—
|
|
||
Income tax liabilities
|
143,187
|
|
|
136,689
|
|
||
Deferred income taxes
|
117,370
|
|
|
115,818
|
|
||
Total liabilities
|
12,595,670
|
|
|
11,069,717
|
|
||
Commitments and contingencies
|
|
|
|
||||
Equity:
|
|
|
|
||||
Jabil Inc. stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value, authorized 10,000,000 shares; no shares issued and no shares outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, authorized 500,000,000 shares; 262,337,466 and 260,406,796 shares issued and 152,300,356 and 153,520,380 shares outstanding as of November 30, 2019 and August 31, 2019, respectively
|
262
|
|
|
260
|
|
||
Additional paid-in capital
|
2,332,307
|
|
|
2,304,552
|
|
||
Retained earnings
|
2,064,758
|
|
|
2,037,037
|
|
||
Accumulated other comprehensive loss
|
(74,322
|
)
|
|
(82,794
|
)
|
||
Treasury stock at cost, 110,037,110 and 106,886,416 shares as of November 30, 2019 and August 31, 2019, respectively
|
(2,487,319
|
)
|
|
(2,371,612
|
)
|
||
Total Jabil Inc. stockholders’ equity
|
1,835,686
|
|
|
1,887,443
|
|
||
Noncontrolling interests
|
13,607
|
|
|
13,315
|
|
||
Total equity
|
1,849,293
|
|
|
1,900,758
|
|
||
Total liabilities and equity
|
$
|
14,444,963
|
|
|
$
|
12,970,475
|
|
|
Three months ended
|
||||||
|
November 30,
2019 |
|
November 30,
2018 |
||||
Net revenue
|
$
|
7,505,698
|
|
|
$
|
6,506,275
|
|
Cost of revenue
|
6,951,859
|
|
|
5,986,625
|
|
||
Gross profit
|
553,839
|
|
|
519,650
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative
|
328,899
|
|
|
278,126
|
|
||
Research and development
|
10,770
|
|
|
11,143
|
|
||
Amortization of intangibles
|
16,140
|
|
|
7,646
|
|
||
Restructuring and related charges
|
45,251
|
|
|
6,025
|
|
||
Operating income
|
152,779
|
|
|
216,710
|
|
||
Other expense
|
11,172
|
|
|
13,550
|
|
||
Interest income
|
(5,944
|
)
|
|
(4,379
|
)
|
||
Interest expense
|
44,911
|
|
|
42,652
|
|
||
Income before income tax
|
102,640
|
|
|
164,887
|
|
||
Income tax expense
|
61,926
|
|
|
40,813
|
|
||
Net income
|
40,714
|
|
|
124,074
|
|
||
Net income attributable to noncontrolling interests, net of tax
|
292
|
|
|
474
|
|
||
Net income attributable to Jabil Inc.
|
$
|
40,422
|
|
|
$
|
123,600
|
|
Earnings per share attributable to the stockholders of Jabil Inc.:
|
|
|
|
||||
Basic
|
$
|
0.26
|
|
|
$
|
0.77
|
|
Diluted
|
$
|
0.26
|
|
|
$
|
0.76
|
|
Weighted average shares outstanding:
|
|
|
|
||||
Basic
|
153,100
|
|
|
161,557
|
|
||
Diluted
|
156,462
|
|
|
163,670
|
|
|
Three months ended
|
||||||
|
November 30,
2019 |
|
November 30,
2018 |
||||
Net income
|
$
|
40,714
|
|
|
$
|
124,074
|
|
Other comprehensive (loss) income:
|
|
|
|
||||
Change in foreign currency translation
|
(529
|
)
|
|
377
|
|
||
Change in derivative instruments:
|
|
|
|
||||
Change in fair value of derivatives
|
10,945
|
|
|
(18,469
|
)
|
||
Adjustment for net losses realized and included in net income
|
6,883
|
|
|
14,185
|
|
||
Total change in derivative instruments
|
17,828
|
|
|
(4,284
|
)
|
||
Unrealized loss on available for sale securities
|
(8,827
|
)
|
|
(8,745
|
)
|
||
Actuarial gain
|
—
|
|
|
103
|
|
||
Total other comprehensive income (loss)
|
8,472
|
|
|
(12,549
|
)
|
||
Comprehensive income
|
$
|
49,186
|
|
|
$
|
111,525
|
|
Comprehensive income attributable to noncontrolling interests
|
292
|
|
|
474
|
|
||
Comprehensive income attributable to Jabil Inc.
|
$
|
48,894
|
|
|
$
|
111,051
|
|
|
Three months ended
|
||||||
|
November 30,
2019 |
|
November 30,
2018 |
||||
Total stockholders' equity, beginning balances
|
$
|
1,900,758
|
|
|
$
|
1,963,380
|
|
Common stock:
|
|
|
|
||||
Beginning balances
|
260
|
|
|
257
|
|
||
Vesting of restricted stock
|
2
|
|
|
2
|
|
||
Ending balances
|
262
|
|
|
259
|
|
||
Additional paid-in capital:
|
|
|
|
||||
Beginning balances
|
2,304,552
|
|
|
2,218,673
|
|
||
Shares issued under employee stock purchase plan
|
—
|
|
|
8
|
|
||
Vesting of restricted stock
|
(2
|
)
|
|
(2
|
)
|
||
Recognition of stock-based compensation
|
27,757
|
|
|
17,148
|
|
||
Ending balances
|
2,332,307
|
|
|
2,235,827
|
|
||
Retained earnings:
|
|
|
|
||||
Beginning balances
|
2,037,037
|
|
|
1,760,097
|
|
||
Declared dividends
|
(12,701
|
)
|
|
(13,101
|
)
|
||
Cumulative effect adjustment for adoption of new accounting standards
|
—
|
|
|
40,855
|
|
||
Net income attributable to Jabil Inc.
|
40,422
|
|
|
123,600
|
|
||
Ending balances
|
2,064,758
|
|
|
1,911,451
|
|
||
Accumulated other comprehensive loss:
|
|
|
|
||||
Beginning balances
|
(82,794
|
)
|
|
(19,399
|
)
|
||
Other comprehensive income (loss)
|
8,472
|
|
|
(12,549
|
)
|
||
Ending balances
|
(74,322
|
)
|
|
(31,948
|
)
|
||
Treasury stock:
|
|
|
|
||||
Beginning balances
|
(2,371,612
|
)
|
|
(2,009,371
|
)
|
||
Purchases of treasury stock under employee stock plans
|
(19,317
|
)
|
|
(9,715
|
)
|
||
Treasury shares purchased
|
(96,390
|
)
|
|
(204,587
|
)
|
||
Ending balances
|
(2,487,319
|
)
|
|
(2,223,673
|
)
|
||
Noncontrolling interests:
|
|
|
|
||||
Beginning balances
|
13,315
|
|
|
13,123
|
|
||
Net income attributable to noncontrolling interests
|
292
|
|
|
474
|
|
||
Ending balances
|
13,607
|
|
|
13,597
|
|
||
Total stockholders' equity, ending balances
|
$
|
1,849,293
|
|
|
$
|
1,905,513
|
|
|
Three months ended
|
||||||
|
November 30,
2019 |
|
November 30,
2018 |
||||
Cash flows provided by (used in) operating activities:
|
|
|
|
||||
Net income
|
$
|
40,714
|
|
|
$
|
124,074
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
202,859
|
|
|
188,836
|
|
||
Restructuring and related charges
|
18,347
|
|
|
184
|
|
||
Recognition of stock-based compensation expense and related charges
|
30,223
|
|
|
17,249
|
|
||
Deferred income taxes
|
(6,645
|
)
|
|
4,371
|
|
||
Provision for allowance for doubtful accounts
|
10,413
|
|
|
856
|
|
||
Other, net
|
1,179
|
|
|
43,426
|
|
||
Change in operating assets and liabilities, exclusive of net assets acquired:
|
|
|
|
||||
Accounts receivable
|
(863,210
|
)
|
|
(600,630
|
)
|
||
Contract assets
|
(68,322
|
)
|
|
(761,910
|
)
|
||
Inventories
|
(286,775
|
)
|
|
242,506
|
|
||
Prepaid expenses and other current assets
|
(31,413
|
)
|
|
(103,040
|
)
|
||
Other assets
|
(8,162
|
)
|
|
(2,528
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
981,736
|
|
|
754,913
|
|
||
Net cash provided by (used in) operating activities
|
20,944
|
|
|
(91,693
|
)
|
||
Cash flows used in investing activities:
|
|
|
|
||||
Acquisition of property, plant and equipment
|
(230,393
|
)
|
|
(231,513
|
)
|
||
Proceeds and advances from sale of property, plant and equipment
|
23,209
|
|
|
10,227
|
|
||
Cash paid for business and intangible asset acquisitions, net of cash
|
(116,767
|
)
|
|
—
|
|
||
Cash receipts on sold receivables
|
—
|
|
|
96,846
|
|
||
Other, net
|
(1,779
|
)
|
|
(6,812
|
)
|
||
Net cash used in investing activities
|
(325,730
|
)
|
|
(131,252
|
)
|
||
Cash flows used in financing activities:
|
|
|
|
||||
Borrowings under debt agreements
|
1,779,801
|
|
|
3,071,559
|
|
||
Payments toward debt agreements
|
(1,787,243
|
)
|
|
(3,078,197
|
)
|
||
Payments to acquire treasury stock
|
(96,390
|
)
|
|
(204,587
|
)
|
||
Dividends paid to stockholders
|
(13,731
|
)
|
|
(14,528
|
)
|
||
Treasury stock minimum tax withholding related to vesting of restricted stock
|
(19,317
|
)
|
|
(9,715
|
)
|
||
Other, net
|
—
|
|
|
8
|
|
||
Net cash used in financing activities
|
(136,880
|
)
|
|
(235,460
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1,835
|
)
|
|
4,865
|
|
||
Net decrease in cash and cash equivalents
|
(443,501
|
)
|
|
(453,540
|
)
|
||
Cash and cash equivalents at beginning of period
|
1,163,343
|
|
|
1,257,949
|
|
||
Cash and cash equivalents at end of period
|
$
|
719,842
|
|
|
$
|
804,409
|
|
|
Maximum Amount of
Net Cash Proceeds (in millions)(1) |
|
Expiration
Date |
||
North American
|
$
|
390.0
|
|
|
November 22, 2021
|
Foreign
|
$
|
400.0
|
|
|
September 30, 2021
|
|
(1)
|
Maximum amount available at any one time.
|
|
Three months ended
|
||||||
|
November 30, 2019
|
|
November 30, 2018(3)
|
||||
Trade accounts receivable sold
|
$
|
1,162
|
|
|
$
|
750
|
|
Cash proceeds received(1)
|
$
|
1,156
|
|
|
$
|
744
|
|
Pre-tax losses on sale of receivables(2)
|
$
|
6
|
|
|
$
|
6
|
|
|
(1)
|
The amounts primarily represent proceeds from collections reinvested in revolving-period transfers.
|
(2)
|
Recorded to other expense within the Condensed Consolidated Statements of Operations.
|
(3)
|
Excludes $650.3 million of trade accounts receivable sold, $488.1 million of cash and $13.9 million of net cash received prior to the amendment of the foreign asset-backed securitization program and under the previous North American asset-backed securitization program which occurred during the first quarter of fiscal year 2019.
|
Program (10)
|
Maximum
Amount (in millions)(1) |
|
|
Type of
Facility |
|
Expiration
Date |
||
A
|
$
|
800.0
|
|
|
|
Uncommitted
|
|
August 31, 2022(2)
|
B
|
$
|
150.0
|
|
|
|
Uncommitted
|
|
November 30, 2020(3)
|
C
|
800.0
|
|
CNY
|
|
Uncommitted
|
|
June 30, 2020
|
|
D
|
$
|
150.0
|
|
|
|
Uncommitted
|
|
May 4, 2023(4)
|
E
|
$
|
50.0
|
|
|
|
Uncommitted
|
|
August 25, 2020
|
F
|
$
|
150.0
|
|
|
|
Uncommitted
|
|
January 25, 2020(5)
|
G
|
$
|
50.0
|
|
|
|
Uncommitted
|
|
February 23, 2023(2)
|
H
|
$
|
100.0
|
|
|
|
Uncommitted
|
|
August 10, 2020(6)
|
I
|
$
|
100.0
|
|
|
|
Uncommitted
|
|
July 21, 2020(7)
|
J
|
$
|
740.0
|
|
|
|
Uncommitted
|
|
February 28, 2020(8)
|
K
|
$
|
110.0
|
|
|
|
Uncommitted
|
|
April 11, 2020(9)
|
|
(1)
|
Maximum amount available at any one time.
|
(2)
|
Any party may elect to terminate the agreement upon 15 days prior notice.
|
(3)
|
The program will automatically extend for one year at each expiration date unless either party provides 10 days notice of termination.
|
(4)
|
Any party may elect to terminate the agreement upon 30 days prior notice.
|
(5)
|
The program will be automatically extended through January 25, 2023 unless either party provides 30 days notice of termination.
|
(6)
|
The program will be automatically extended through August 10, 2023 unless either party provides 30 days notice of termination.
|
(7)
|
The program will be automatically extended through August 21, 2023 unless either party provides 30 days notice of termination.
|
(8)
|
As of the date of this filing, program J is no longer being utilized as it has been replaced with a new $500.0 million program (see footnote 10 below for details).
|
(9)
|
The program will be automatically extended each year through April 11, 2025 unless either party provides 30 days notice of termination.
|
(10)
|
The Company entered into two new trade accounts receivable sale programs on December 5, 2019 with maximum amounts of $500.0 million and CHF 100.0 million, respectively.
|
|
Three months ended
|
||||||
|
November 30, 2019
|
|
November 30, 2018
|
||||
Trade accounts receivable sold
|
$
|
1,962
|
|
|
$
|
1,834
|
|
Cash proceeds received
|
$
|
1,957
|
|
|
$
|
1,826
|
|
Pre-tax losses on sale of receivables(1)
|
$
|
5
|
|
|
$
|
8
|
|
|
(1)
|
Recorded to other expense within the Condensed Consolidated Statement of Operations.
|
|
November 30, 2019
|
|
August 31, 2019
|
||||
Raw materials
|
$
|
2,566,716
|
|
|
$
|
2,310,081
|
|
Work in process
|
418,750
|
|
|
468,217
|
|
||
Finished goods
|
447,983
|
|
|
314,258
|
|
||
Reserve for excess and obsolete inventory
|
(91,251
|
)
|
|
(69,553
|
)
|
||
Inventories, net
|
$
|
3,342,198
|
|
|
$
|
3,023,003
|
|
|
|
Financial Statement Line Item
|
|
November 30, 2019
|
||
Assets
|
|
|
|
|
||
Operating lease assets (1)
|
|
Operating lease right-of-use assets
|
|
$
|
405,895
|
|
Finance lease assets (2)
|
|
Property, plant and equipment, net
|
|
152,846
|
|
|
Total lease assets
|
|
|
|
$
|
558,741
|
|
Liabilities
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating lease liabilities
|
|
Current operating lease liabilities
|
|
$
|
98,640
|
|
Finance lease liabilities
|
|
Accrued expenses
|
|
6,635
|
|
|
Non-current
|
|
|
|
|
||
Operating lease liabilities
|
|
Non-current operating lease liabilities
|
|
337,981
|
|
|
Finance lease liabilities
|
|
Other liabilities
|
|
154,801
|
|
|
Total lease liabilities
|
|
|
|
$
|
598,057
|
|
|
(1)
|
Net of accumulated amortization of $24.6 million.
|
(2)
|
Net of accumulated amortization of $8.1 million.
|
|
November 30, 2019
|
||
Operating lease cost
|
$
|
27,735
|
|
Finance lease cost
|
|
||
Amortization of leased assets
|
1,136
|
|
|
Interest on lease liabilities
|
1,189
|
|
|
Other
|
2,691
|
|
|
Net lease cost(1)
|
$
|
32,751
|
|
|
(1)
|
Lease costs are primarily recognized in cost of revenue.
|
|
November 30, 2019
|
|||
|
Weighted-average remaining lease term
|
|
Weighted-average discount rate
|
|
Operating leases
|
5.7 years
|
|
3.25
|
%
|
Finance leases
|
6.5 years
|
|
4.35
|
%
|
|
November 30, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases(1)
|
$
|
26,864
|
|
Operating cash flows from finance leases(1)
|
1,189
|
|
|
Financing activities from finance leases(2)
|
1,120
|
|
|
Non-cash right-of-use assets obtained in exchange for new lease liabilities:
|
|
||
Operating leases
|
17,901
|
|
|
Finance leases
|
111,591
|
|
|
(1)
|
Included in accounts payable, accrued expenses and other liabilities in Operating Activities of the Company's Condensed Consolidated Statements of Cash Flows.
|
(2)
|
Included in payments toward debt agreements in Financing Activities of the Company's Condensed Consolidated Statements of Cash Flows.
|
Twelve months ended November 30,
|
Operating Leases(1)
|
|
Finance Leases
|
|
Total
|
||||||
2020
|
$
|
110,223
|
|
|
$
|
11,635
|
|
|
$
|
121,858
|
|
2021
|
93,597
|
|
|
11,676
|
|
|
105,273
|
|
|||
2022
|
75,609
|
|
|
12,140
|
|
|
87,749
|
|
|||
2023
|
56,764
|
|
|
11,694
|
|
|
68,458
|
|
|||
2024
|
46,447
|
|
|
11,829
|
|
|
58,276
|
|
|||
Thereafter
|
103,899
|
|
|
132,235
|
|
|
236,134
|
|
|||
Total minimum lease payments
|
$
|
486,539
|
|
|
$
|
191,209
|
|
|
$
|
677,748
|
|
Less: Interest
|
(49,918
|
)
|
|
(29,773
|
)
|
|
(79,691
|
)
|
|||
Present value of lease liabilities
|
$
|
436,621
|
|
|
$
|
161,436
|
|
|
$
|
598,057
|
|
|
(1)
|
Excludes $18.4 million of payments related to leases signed but not yet commenced. Additionally, certain leases signed but not yet commenced contain residual value guarantees and purchase options not deemed probable.
|
Fiscal Year Ending August 31,
|
Amount
|
||
2020
|
$
|
118,312
|
|
2021
|
102,915
|
|
|
2022
|
84,729
|
|
|
2023
|
63,206
|
|
|
2024
|
51,091
|
|
|
Thereafter
|
182,932
|
|
|
Total minimum lease payments
|
$
|
603,185
|
|
|
(1)
|
As of November 30, 2019, the Company has $2.6 billion in available unused borrowing capacity under its revolving credit facilities. The revolving credit facility supports commercial paper outstanding, if any. The Company has a borrowing capacity of up to $1.8 billion under its commercial paper program.
|
|
November 30, 2019
|
|
August 31, 2019
|
||||
Contract liabilities(1)
|
$
|
488,337
|
|
|
$
|
511,329
|
|
Accrued compensation and employee benefits
|
650,820
|
|
|
600,907
|
|
||
Other accrued expenses
|
2,028,794
|
|
|
1,877,908
|
|
||
Accrued expenses
|
$
|
3,167,951
|
|
|
$
|
2,990,144
|
|
|
(1)
|
Revenue recognized during the three months ended November 30, 2019 that was included in the contract liability balance as of September 1, 2019 was $101.4 million.
|
|
Three months ended
|
||||||
|
November 30, 2019
|
|
November 30, 2018
|
||||
Service cost (1)
|
$
|
4,463
|
|
|
$
|
295
|
|
Interest cost (2)
|
763
|
|
|
885
|
|
||
Expected long-term return on plan assets (2)
|
(2,786
|
)
|
|
(1,352
|
)
|
||
Recognized actuarial loss (2)
|
223
|
|
|
208
|
|
||
Amortization of prior service credit (2)
|
(11
|
)
|
|
(12
|
)
|
||
Net periodic benefit cost
|
$
|
2,652
|
|
|
$
|
24
|
|
|
(1)
|
Service cost is recognized in cost of revenue in the Condensed Consolidated Statement of Operations.
|
(2)
|
Components are recognized in other expense in the Condensed Consolidated Statement of Operations.
|
|
September 30, 2019
|
||
Ending projected benefit obligation
|
$
|
(404,297
|
)
|
Ending fair value of plan assets
|
$
|
345,473
|
|
Unfunded status
|
$
|
(58,824
|
)
|
|
|
|
Fiscal Year Ended August 31,
|
Amount
|
||
2020
|
$
|
24,698
|
|
2021
|
21,698
|
|
|
2022
|
20,098
|
|
|
2023
|
18,398
|
|
|
2024
|
17,298
|
|
|
2025 through 2029
|
82,992
|
|
|
September 30, 2019
|
||
Projected benefit obligation
|
$
|
(404,297
|
)
|
Accumulated benefit obligation
|
$
|
(394,427
|
)
|
Fair value of plan assets
|
$
|
345,473
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives Not Designated as Hedging Instruments Under ASC 815
|
|
Location of Gain (Loss) on Derivatives Recognized in Net Income
|
|
Amount of Gain (Loss) Recognized in Net Income on Derivatives
|
||||||
|
|
|
|
Three months ended
|
||||||
|
|
|
|
November 30, 2019
|
|
November 30, 2018
|
||||
Forward foreign exchange contracts(1)
|
|
Cost of revenue
|
|
$
|
26,718
|
|
|
$
|
(6,986
|
)
|
|
(1)
|
During the three months ended November 30, 2019, the Company recognized $28.9 million of foreign currency losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts. During the three months ended November 30, 2018, the Company recognized $4.5 million of foreign currency gains in cost of revenue, which are offset by the losses from the forward foreign exchange contracts.
|
Interest Rate Swap Summary
|
Hedged Interest Rate Payments
|
|
Aggregate Notional Amount (in millions)
|
|
Effective Date
|
|
Expiration Date (1)
|
|
||
Forward Interest Rate Swap
|
|
|
|
|
|
|
|
|
||
Anticipated Debt Issuance
|
Fixed
|
|
$
|
200.0
|
|
|
October 22, 2018
|
|
December 15, 2020
|
(2)
|
Interest Rate Swaps(3)
|
|
|
|
|
|
|
|
|
||
2017 Term Loan Facility
|
Variable
|
|
$
|
200.0
|
|
|
October 11, 2018
|
|
August 31, 2020
|
|
2018 Term Loan Facility
|
Variable
|
|
$
|
350.0
|
|
|
August 24, 2018
|
|
August 24, 2020
|
|
|
(1)
|
The contracts will be settled with the respective counterparties on a net basis at the expiration date for the forward interest rate swap and at each settlement date for the interest rate swaps.
|
(2)
|
If the anticipated debt issuance occurs before December 15, 2020, the contracts will be terminated simultaneously with the debt issuance.
|
(3)
|
The Company pays interest based upon a fixed rate as agreed upon with the respective counterparties and receives variable rate interest payments based on the one-month LIBOR for the $500.0 million Term Loan Facility, expiring on November 8, 2022 (the “2017 Term Loan Facility”), for which $200.0 million is hedged, and based on the three-month LIBOR for the $350.0 million Term Loan Facility, which expires on August 24, 2020 (the “2018 Term Loan Facility”).
|
|
|
Foreign
Currency
Translation
Adjustment
|
|
Derivative
Instruments
|
|
Actuarial
Loss
|
|
Prior
Service Cost
|
|
Available for
Sale Securities
|
|
Total
|
||||||||||||
Balance as of August 31, 2019
|
$
|
(14,298
|
)
|
|
$
|
(39,398
|
)
|
|
$
|
(28,033
|
)
|
|
$
|
(608
|
)
|
|
$
|
(457
|
)
|
|
(82,794
|
)
|
|
Other comprehensive (loss) income before reclassifications
|
(529
|
)
|
|
10,945
|
|
|
—
|
|
|
—
|
|
|
(8,827
|
)
|
|
1,589
|
|
||||||
Amounts reclassified from AOCI
|
—
|
|
|
6,883
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,883
|
|
||||||
Other comprehensive (loss) income(1)
|
(529
|
)
|
|
17,828
|
|
|
—
|
|
|
—
|
|
|
(8,827
|
)
|
|
8,472
|
|
||||||
Balance as of November 30, 2019
|
$
|
(14,827
|
)
|
|
$
|
(21,570
|
)
|
|
$
|
(28,033
|
)
|
|
$
|
(608
|
)
|
|
$
|
(9,284
|
)
|
|
$
|
(74,322
|
)
|
|
(1)
|
Amounts are net of tax, which are immaterial.
|
|
|
|
|
Three months ended
|
||||||
Comprehensive Income Components
|
|
Financial Statement Line Item
|
|
November 30,
2019 |
|
November 30,
2018 |
||||
Realized losses (gains) on derivative instruments:(1)
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
Cost of revenue
|
|
$
|
7,314
|
|
|
$
|
14,615
|
|
Interest rate contracts
|
|
Interest expense
|
|
(431
|
)
|
|
(430
|
)
|
||
Total amounts reclassified from AOCI(2)
|
|
|
|
$
|
6,883
|
|
|
$
|
14,185
|
|
|
(1)
|
The Company expects to reclassify $5.0 million into earnings during the next twelve months, which will primarily be classified as a component of cost of revenue.
|
(2)
|
Amounts are net of tax, which are immaterial for the three months ended November 30, 2019 and 2018.
|
|
Three months ended
|
||||||
|
November 30, 2019
|
|
November 30, 2018
|
||||
Restricted stock units
|
$
|
28,183
|
|
|
$
|
15,051
|
|
Employee stock purchase plan
|
2,040
|
|
|
2,198
|
|
||
Total
|
$
|
30,223
|
|
|
$
|
17,249
|
|
|
Three months ended
|
||
|
November 30, 2019
|
||
Unrecognized stock-based compensation expense—restricted stock units
|
$
|
79,953
|
|
Remaining weighted-average period for restricted stock units expense
|
1.5 years
|
|
|
Three months ended
|
||||
|
November 30, 2019
|
|
November 30, 2018
|
||
Common stock outstanding:
|
|
|
|
||
Beginning balances
|
153,520,380
|
|
|
164,588,172
|
|
Shares issued upon exercise of stock options
|
13,930
|
|
|
—
|
|
Shares issued under employee stock purchase plan
|
—
|
|
|
354
|
|
Vesting of restricted stock
|
1,916,740
|
|
|
1,686,163
|
|
Purchases of treasury stock under employee stock plans
|
(530,417
|
)
|
|
(407,447
|
)
|
Treasury shares purchased(1)
|
(2,620,277
|
)
|
|
(7,880,346
|
)
|
Ending balances
|
152,300,356
|
|
|
157,986,896
|
|
|
(1)
|
In September 2019, the Company’s Board of Directors authorized the repurchase of up to $600.0 million of the Company’s common stock as part of a two-year capital allocation framework (the “2020 Share Repurchase Program”). As of November 30, 2019, 2.6 million shares had been repurchased for $96.4 million and $503.6 million remains available under the 2020 Share Repurchase Program.
|
|
|
Three months ended
|
||||||||||||||||||||||
|
November 30, 2019
|
|
November 30, 2018
|
||||||||||||||||||||
|
EMS
|
|
DMS
|
|
Total
|
|
EMS
|
|
DMS
|
|
Total
|
||||||||||||
Timing of transfer
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Point in time
|
$
|
1,390,910
|
|
|
$
|
1,869,479
|
|
|
$
|
3,260,389
|
|
|
$
|
420,661
|
|
|
$
|
2,101,651
|
|
|
$
|
2,522,312
|
|
Over time
|
3,026,642
|
|
|
1,218,667
|
|
|
4,245,309
|
|
|
3,082,442
|
|
|
901,521
|
|
|
3,983,963
|
|
||||||
Total
|
$
|
4,417,552
|
|
|
$
|
3,088,146
|
|
|
$
|
7,505,698
|
|
|
$
|
3,503,103
|
|
|
$
|
3,003,172
|
|
|
$
|
6,506,275
|
|
|
Three months ended
|
||||||
|
November 30, 2019
|
|
November 30, 2018
|
||||
Segment income and reconciliation of income before income tax
|
|
|
|
||||
EMS
|
$
|
104,700
|
|
|
$
|
84,095
|
|
DMS
|
172,615
|
|
|
169,565
|
|
||
Total segment income
|
$
|
277,315
|
|
|
$
|
253,660
|
|
Reconciling items:
|
|
|
|
||||
Amortization of intangibles
|
(16,140
|
)
|
|
(7,646
|
)
|
||
Stock-based compensation expense and related charges
|
(30,223
|
)
|
|
(17,249
|
)
|
||
Restructuring and related charges
|
(45,251
|
)
|
|
(6,025
|
)
|
||
Distressed customer charge
|
(14,963
|
)
|
|
—
|
|
||
Business interruption and impairment charges, net(1)
|
—
|
|
|
2,860
|
|
||
Acquisition and integration charges
|
(16,134
|
)
|
|
(8,890
|
)
|
||
Other expense (net of periodic benefit cost)
|
(12,997
|
)
|
|
(13,550
|
)
|
||
Interest income
|
5,944
|
|
|
4,379
|
|
||
Interest expense
|
(44,911
|
)
|
|
(42,652
|
)
|
||
Income before income tax
|
$
|
102,640
|
|
|
$
|
164,887
|
|
|
|
|
Three months ended
|
||||
|
November 30, 2019
|
|
November 30, 2018
|
||
Foreign source revenue
|
81.8
|
%
|
|
92.7
|
%
|
|
Three months ended
|
||||||
|
November 30, 2019(2)
|
|
November 30, 2018(3)
|
||||
Employee severance and benefit costs
|
$
|
18,781
|
|
|
$
|
5,179
|
|
Lease costs
|
239
|
|
|
9
|
|
||
Asset write-off costs
|
16,316
|
|
|
184
|
|
||
Other costs
|
9,915
|
|
|
653
|
|
||
Total restructuring and related charges(1)
|
$
|
45,251
|
|
|
$
|
6,025
|
|
|
(1)
|
Includes $17.4 million and $4.4 million recorded in the EMS segment, $25.2 million and $1.6 million recorded in the DMS segment and $2.7 million and $0.0 million of non-allocated charges for the three months ended November 30, 2019 and 2018, respectively. Except for asset write-off costs, all restructuring and related charges are cash costs.
|
(2)
|
Primarily relates to the 2020 Restructuring Plan.
|
(3)
|
Primarily relates to the 2017 Restructuring Plan.
|
|
Employee Severance
and Benefit Costs
|
|
Lease Costs
|
|
Asset Write-off Costs
|
|
Other Related Costs
|
|
Total
|
||||||||||
Balance as of August 31, 2019(1)
|
$
|
3,162
|
|
|
$
|
1,980
|
|
|
$
|
—
|
|
|
$
|
789
|
|
|
$
|
5,931
|
|
Restructuring related charges
|
18,781
|
|
|
239
|
|
|
16,316
|
|
|
265
|
|
|
35,601
|
|
|||||
Asset write-off charge and other non-cash activity
|
(100
|
)
|
|
—
|
|
|
(16,316
|
)
|
|
(1
|
)
|
|
(16,417
|
)
|
|||||
Cash payments
|
(7,624
|
)
|
|
(158
|
)
|
|
—
|
|
|
(549
|
)
|
|
(8,331
|
)
|
|||||
Balance as of November 30, 2019
|
$
|
14,219
|
|
|
$
|
2,061
|
|
|
$
|
—
|
|
|
$
|
504
|
|
|
$
|
16,784
|
|
|
(1)
|
Balance as of August 31, 2019 primarily relates to the 2017 Restructuring Plan.
|
|
Three months ended
|
||||
|
November 30,
2019 |
|
November 30,
2018 |
||
U.S. federal statutory income tax rate
|
21.0
|
%
|
|
21.0
|
%
|
Effective income tax rate
|
60.3
|
%
|
|
24.8
|
%
|
|
Three months ended
|
||||
|
November 30, 2019
|
|
November 30, 2018
|
||
Restricted stock units
|
1,126
|
|
|
2,157
|
|
|
Dividend
Declaration Date
|
|
Dividend
per Share
|
|
Total of Cash
Dividends
Declared
|
|
Date of Record for
Dividend Payment
|
|
Dividend Cash
Payment Date
|
||||
Fiscal Year 2020:
|
October 17, 2019
|
|
$
|
0.08
|
|
|
$
|
12,647
|
|
|
November 15, 2019
|
|
December 2, 2019
|
Fiscal Year 2019:
|
October 18, 2018
|
|
$
|
0.08
|
|
|
$
|
13,226
|
|
|
November 15, 2018
|
|
December 3, 2018
|
(in thousands)
|
|
Fair Value Hierarchy
|
|
November 30, 2019
|
|
August 31, 2019
|
||||
Assets:
|
|
|
|
|
|
|
||||
Cash and cash equivalents:
|
|
|
|
|
|
|
||||
Cash equivalents
|
|
Level 1
|
(1)
|
$
|
47,257
|
|
|
$
|
27,804
|
|
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
||||
Short-term investments
|
|
Level 1
|
|
16,350
|
|
|
14,088
|
|
||
Forward foreign exchange contracts:
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments (Note 8)
|
|
Level 2
|
(2)
|
1,623
|
|
|
904
|
|
||
Derivatives not designated as hedging instruments (Note 8)
|
|
Level 2
|
(2)
|
14,240
|
|
|
6,878
|
|
||
Other assets:
|
|
|
|
|
|
|
||||
Senior Non-Convertible Preferred Stock
|
|
Level 3
|
(3)
|
25,200
|
|
|
33,102
|
|
||
Liabilities:
|
|
|
|
|
|
|
||||
Accrued expenses:
|
|
|
|
|
|
|
||||
Forward foreign exchange contracts:
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments (Note 8)
|
|
Level 2
|
(2)
|
$
|
3,357
|
|
|
$
|
15,999
|
|
Derivatives not designated as hedging instruments (Note 8)
|
|
Level 2
|
(2)
|
13,154
|
|
|
55,391
|
|
||
Interest rate swaps:
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments (Note 8)
|
|
Level 2
|
(4)
|
4,319
|
|
|
5,918
|
|
||
Other liabilities:
|
|
|
|
|
|
|
||||
Forward interest rate swaps:
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments (Note 8)
|
|
Level 2
|
(4)
|
28,784
|
|
|
35,045
|
|
|
(1)
|
Consist of investments that are readily convertible to cash with original maturities of 90 days or less.
|
(2)
|
The Company’s forward foreign exchange contracts are measured on a recurring basis at fair value, based on foreign currency spot rates and forward rates quoted by banks or foreign currency dealers.
|
(3)
|
The Senior Non-Convertible Preferred Stock is valued each reporting period using unobservable inputs based on a discounted cash flow model and is classified as an available for sale debt security with any unrealized loss recorded to AOCI. As of November 30, 2019 and August 31, 2019, the unobservable inputs have an immaterial impact on the fair value calculation.
|
(4)
|
Fair value measurements are based on the contractual terms of the derivatives and use observable market-based inputs. The interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads.
|
|
(1)
|
The fair value estimates are based upon observable market data.
|
(2)
|
This fair value estimate is based on the Company’s indicative borrowing cost derived from discounted cash flows.
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three months ended
|
||||||
|
November 30, 2019
|
|
November 30, 2018
|
||||
Net revenue
|
$
|
7,505,698
|
|
|
$
|
6,506,275
|
|
Gross profit
|
$
|
553,839
|
|
|
$
|
519,650
|
|
Operating income
|
$
|
152,779
|
|
|
$
|
216,710
|
|
Net income attributable to Jabil Inc.
|
$
|
40,422
|
|
|
$
|
123,600
|
|
Earnings per share—basic
|
$
|
0.26
|
|
|
$
|
0.77
|
|
Earnings per share—diluted
|
$
|
0.26
|
|
|
$
|
0.76
|
|
|
Three months ended
|
|||
|
November 30, 2019
|
August 31, 2019
|
May 31, 2019
|
February 28, 2019
|
Sales cycle(1)
|
23 days
|
19 days
|
27 days
|
25 days
|
Inventory turns (annualized)(2)
|
6 turns
|
6 turns
|
6 turns
|
6 turns
|
Days in accounts receivable(3)
|
43 days
|
38 days
|
39 days
|
38 days
|
Days in inventory(2)(4)
|
57 days
|
58 days
|
64 days
|
65 days
|
Days in accounts payable(5)
|
77 days
|
77 days
|
76 days
|
78 days
|
|
(1)
|
The sales cycle is calculated as the sum of days in accounts receivable and days in inventory, less the days in accounts payable; accordingly, the variance in the sales cycle quarter over quarter is a direct result of changes in these indicators.
|
(2)
|
Inventory turns and days in inventory are calculated based on inventory and contract asset balances.
|
(3)
|
During the three months ended November 30, 2019, the increase in days in accounts receivable from the prior sequential quarter was primarily due to an increase in accounts receivable, primarily driven by higher sales and timing of collections.
|
(4)
|
During the three months ended August 31, 2019, the decrease in days in inventory from the prior sequential quarter was primarily due to increased sales activity during the quarter.
|
(5)
|
During the three months ended May 31, 2019, the decrease in days in accounts payable from the prior sequential quarter was primarily due to timing of purchases and cash payments for purchases during the quarter.
|
|
Three months ended
|
|
|
|||||||
(dollars in millions)
|
November 30, 2019
|
|
November 30, 2018
|
|
Change
|
|||||
Net revenue
|
$
|
7,505.7
|
|
|
$
|
6,506.3
|
|
|
15.4
|
%
|
|
|
Three months ended
|
||||
|
November 30, 2019
|
|
November 30, 2018
|
||
Foreign source revenue
|
81.8
|
%
|
|
92.7
|
%
|
|
Three months ended
|
||||||
(dollars in millions)
|
November 30, 2019
|
|
November 30, 2018
|
||||
Gross profit
|
$
|
553.8
|
|
|
$
|
519.7
|
|
Percent of net revenue
|
7.4
|
%
|
|
8.0
|
%
|
|
Three months ended
|
|
|
||||||||
(dollars in millions)
|
November 30, 2019
|
|
November 30, 2018
|
|
Change
|
||||||
Selling, general and administrative
|
$
|
328.9
|
|
|
$
|
278.1
|
|
|
$
|
50.8
|
|
|
Three months ended
|
||||||
(dollars in millions)
|
November 30, 2019
|
|
November 30, 2018
|
||||
Research and development
|
$
|
10.8
|
|
|
$
|
11.1
|
|
Percent of net revenue
|
0.1
|
%
|
|
0.2
|
%
|
|
Three months ended
|
|
|
||||||||
(dollars in millions)
|
November 30, 2019
|
|
November 30, 2018
|
|
Change
|
||||||
Amortization of intangibles
|
$
|
16.1
|
|
|
$
|
7.6
|
|
|
$
|
8.5
|
|
|
|
Three months ended
|
||||||
|
|
November 30, 2019(2)
|
|
November 30, 2018(3)
|
||||
Employee severance and benefit costs
|
|
$
|
18.8
|
|
|
$
|
5.2
|
|
Lease costs
|
|
0.3
|
|
|
—
|
|
||
Asset write-off costs
|
|
16.3
|
|
|
0.2
|
|
||
Other costs
|
|
9.9
|
|
|
0.6
|
|
||
Total restructuring and related charges(1)
|
|
$
|
45.3
|
|
|
$
|
6.0
|
|
|
(1)
|
Includes $17.4 million and $4.4 million recorded in the EMS segment, $25.2 million and $1.6 million recorded in the DMS segment and $2.7 million and $0.0 million of non-allocated charges for the three months ended November 30, 2019 and 2018, respectively. Except for asset write-off costs, all restructuring and related charges are cash costs.
|
(2)
|
Primarily relates to the 2020 Restructuring Plan.
|
(3)
|
Primarily relates to the 2017 Restructuring Plan.
|
|
Three months ended
|
|
|
||||||||
(dollars in millions)
|
November 30, 2019
|
|
November 30, 2018
|
|
Change
|
||||||
Other expense
|
$
|
11.2
|
|
|
$
|
13.6
|
|
|
$
|
(2.4
|
)
|
|
Three months ended
|
|
|
||||||||
(dollars in millions)
|
November 30, 2019
|
|
November 30, 2018
|
|
Change
|
||||||
Interest income
|
$
|
5.9
|
|
|
$
|
4.4
|
|
|
$
|
1.5
|
|
|
Three months ended
|
|
|
||||||||
(dollars in millions)
|
November 30, 2019
|
|
November 30, 2018
|
|
Change
|
||||||
Interest expense
|
$
|
44.9
|
|
|
$
|
42.7
|
|
|
$
|
2.2
|
|
|
Three months ended
|
|
|
|||||
|
November 30, 2019
|
|
November 30, 2018
|
|
Change
|
|||
Effective income tax rate
|
60.3
|
%
|
|
24.8
|
%
|
|
35.5
|
%
|
|
Three months ended
|
||||||
(in thousands, except for per share data)
|
November 30, 2019
|
|
November 30, 2018
|
||||
Operating income (U.S. GAAP)
|
$
|
152,779
|
|
|
$
|
216,710
|
|
Amortization of intangibles
|
16,140
|
|
|
7,646
|
|
||
Stock-based compensation expense and related charges
|
30,223
|
|
|
17,249
|
|
||
Restructuring and related charges
|
45,251
|
|
|
6,025
|
|
||
Distressed customer charge (1)
|
14,963
|
|
|
—
|
|
||
Net periodic benefit cost (2)
|
1,825
|
|
|
—
|
|
||
Business interruption and impairment charges, net(3)
|
—
|
|
|
(2,860
|
)
|
||
Acquisition and integration charges(4)
|
16,134
|
|
|
8,890
|
|
||
Adjustments to operating income
|
124,536
|
|
|
36,950
|
|
||
Core operating income (Non-GAAP)
|
$
|
277,315
|
|
|
$
|
253,660
|
|
Net income attributable to Jabil Inc. (U.S. GAAP)
|
$
|
40,422
|
|
|
$
|
123,600
|
|
Adjustments to operating income
|
124,536
|
|
|
36,950
|
|
||
Net periodic benefit cost(2)
|
(1,825
|
)
|
|
—
|
|
||
Adjustments for taxes(5)
|
497
|
|
|
(13,743
|
)
|
||
Core earnings (Non-GAAP)
|
$
|
163,630
|
|
|
$
|
146,807
|
|
Diluted earnings per share (U.S. GAAP)
|
$
|
0.26
|
|
|
$
|
0.76
|
|
Diluted core earnings per share (Non-GAAP)
|
$
|
1.05
|
|
|
$
|
0.90
|
|
Diluted weighted average shares outstanding used in the calculation of earnings per share (U.S. GAAP and Non-GAAP)
|
156,462
|
|
|
163,670
|
|
|
(1)
|
Charges relate to accounts receivable and inventory charges for certain distressed customers primarily in the renewable energy sector.
|
(2)
|
Following the adoption of Accounting Standards Update 2017-07, Compensation - Retirement Benefits (Topic 715) (“ASU 2017-07”), pension service cost is recognized in cost of revenue and all other components of net periodic benefit cost, including return on plan assets, are presented in other expense. We are reclassifying the pension components in other expense to core operating income as we assess operating performance, inclusive of all components of net periodic benefit cost, with the related revenue. There is no impact to core earnings or diluted core earnings per share for this adjustment.
|
(3)
|
Charges, net of insurance proceeds of $2.9 million for the three months ended November 30, 2018, relate to business interruptions and asset impairment costs associated with damage from Hurricane Maria, which impacted our operations in Cayey, Puerto Rico.
|
(4)
|
Charges related to our strategic collaboration with Johnson & Johnson Medical Devices Companies (“JJMD”).
|
(5)
|
The three months ended November 30, 2018 includes a $13.3 million income tax benefit for the effects of the Tax Act.
|
|
Three months ended
|
||||||
(in thousands)
|
November 30, 2019
|
|
November 30, 2018(1)
|
||||
Net cash provided by (used in) operating activities (U.S. GAAP)
|
$
|
20,944
|
|
|
$
|
(91,693
|
)
|
Cash receipts on sold receivables
|
—
|
|
|
96,846
|
|
||
Acquisition of property, plant and equipment
|
(230,393
|
)
|
|
(231,513
|
)
|
||
Proceeds and advances from sale of property, plant and equipment
|
23,209
|
|
|
10,227
|
|
||
Adjusted free cash flow (Non-GAAP)
|
$
|
(186,240
|
)
|
|
$
|
(216,133
|
)
|
|
(1)
|
In fiscal year 2019, the adoption of Accounting Standards Update ("ASU") 2016-15, "Classification of Certain Cash Receipts and Cash Payments" resulted in a reclassification of cash flows from operating activities to investing activities for cash receipts for the deferred purchase price receivable on asset-backed securitization transactions. The adoption of this standard does not reflect a change in the underlying business or activities. The effects of this change are applied retrospectively to all prior periods.
|
(in thousands)
|
5.625%
Senior
Notes
|
|
4.700%
Senior
Notes
|
|
4.900%
Senior
Notes
|
|
3.950%
Senior
Notes
|
|
Borrowings
under
revolving
credit
facilities(1)
|
|
Borrowings
under
loans
|
|
Total notes
payable
and
credit
facilities
|
||||||||||||||
Balance as of August 31, 2019
|
$
|
398,886
|
|
|
$
|
498,004
|
|
|
$
|
299,057
|
|
|
$
|
494,825
|
|
|
$
|
—
|
|
|
$
|
805,693
|
|
|
$
|
2,496,465
|
|
Borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,779,801
|
|
|
—
|
|
|
1,779,801
|
|
|||||||
Payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,779,801
|
)
|
|
(6,321
|
)
|
|
(1,786,122
|
)
|
|||||||
Other
|
223
|
|
|
165
|
|
|
61
|
|
|
153
|
|
|
—
|
|
|
149
|
|
|
751
|
|
|||||||
Balance as of November 30, 2019
|
$
|
399,109
|
|
|
$
|
498,169
|
|
|
$
|
299,118
|
|
|
$
|
494,978
|
|
|
$
|
—
|
|
|
$
|
799,521
|
|
|
$
|
2,490,895
|
|
Maturity Date
|
Dec 15, 2020
|
|
Sep 15, 2022
|
|
Jul 14, 2023
|
|
Jan 12, 2028
|
|
Nov 8, 2022 and Aug 24, 2020(1)
|
|
Nov 8, 2022 and Aug 24, 2020
|
|
|
||||||||||||||
Original Facility/ Maximum Capacity
|
$400.0 million
|
|
$500.0 million
|
|
$300.0 million
|
|
$500.0 million
|
|
$2.6 billion(1)
|
|
$851.7 million
|
|
|
|
(1)
|
As of November 30, 2019, we had $2.6 billion in available unused borrowing capacity under our revolving credit facilities. The revolving credit facility supports commercial paper outstanding, if any. We have a borrowing capacity of up to $1.8 billion under our commercial paper program.
|
|
Maximum Amount of
Net Cash Proceeds (in millions)(1) |
|
Expiration
Date |
||
North American
|
$
|
390.0
|
|
|
November 22, 2021
|
Foreign
|
$
|
400.0
|
|
|
September 30, 2021
|
|
(1)
|
Maximum amount available at any one time.
|
Program (10)
|
Maximum
Amount (in millions)(1) |
|
|
Type of
Facility |
|
Expiration
Date |
||
A
|
$
|
800.0
|
|
|
|
Uncommitted
|
|
August 31, 2022(2)
|
B
|
$
|
150.0
|
|
|
|
Uncommitted
|
|
November 30, 2020(3)
|
C
|
800.0
|
|
CNY
|
|
Uncommitted
|
|
June 30, 2020
|
|
D
|
$
|
150.0
|
|
|
|
Uncommitted
|
|
May 4, 2023(4)
|
E
|
$
|
50.0
|
|
|
|
Uncommitted
|
|
August 25, 2020
|
F
|
$
|
150.0
|
|
|
|
Uncommitted
|
|
January 25, 2020(5)
|
G
|
$
|
50.0
|
|
|
|
Uncommitted
|
|
February 23, 2023(2)
|
H
|
$
|
100.0
|
|
|
|
Uncommitted
|
|
August 10, 2020(6)
|
I
|
$
|
100.0
|
|
|
|
Uncommitted
|
|
July 21, 2020(7)
|
J
|
$
|
740.0
|
|
|
|
Uncommitted
|
|
February 28, 2020(8)
|
K
|
$
|
110.0
|
|
|
|
Uncommitted
|
|
April 11, 2020(9)
|
|
(1)
|
Maximum amount available at any one time.
|
(2)
|
Any party may elect to terminate the agreement upon 15 days prior notice.
|
(3)
|
The program will automatically extend for one year at each expiration date unless either party provides 10 days notice of termination.
|
(4)
|
Any party may elect to terminate the agreement upon 30 days prior notice.
|
(5)
|
The program will be automatically extended through January 25, 2023 unless either party provides 30 days notice of termination.
|
(6)
|
The program will be automatically extended through August 10, 2023 unless either party provides 30 days notice of termination.
|
(7)
|
The program will be automatically extended through August 21, 2023 unless either party provides 30 days notice of termination.
|
(8)
|
As of the date of this filing, program J is no longer being utilized as it has been replaced with a new $500.0 million program (see footnote 10 below for details).
|
(9)
|
The program will be automatically extended each year through April 11, 2025 unless either party provides 30 days notice of termination.
|
(10)
|
We entered into two new trade accounts receivable sale programs on December 5, 2019 with maximum amounts of $500.0 million and CHF 100.0 million, respectively.
|
|
Three months ended
|
||||||
|
November 30, 2019
|
|
November 30, 2018
|
||||
Net cash provided by (used in) operating activities
|
$
|
20,944
|
|
|
$
|
(91,693
|
)
|
Net cash used in investing activities
|
(325,730
|
)
|
|
(131,252
|
)
|
||
Net cash used in financing activities
|
(136,880
|
)
|
|
(235,460
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1,835
|
)
|
|
4,865
|
|
||
Net decrease in cash and cash equivalents
|
$
|
(443,501
|
)
|
|
$
|
(453,540
|
)
|
|
Payments due by period (in thousands)
|
||||||||||||||||||
|
Total
|
|
Less than 1
year |
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
||||||||||
Pension and postretirement contributions and payments(1)
|
$
|
10,599
|
|
|
$
|
10,599
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Finance lease obligations(2)
|
$
|
114,275
|
|
|
$
|
5,904
|
|
|
$
|
12,972
|
|
|
$
|
13,102
|
|
|
$
|
82,297
|
|
|
(1)
|
Represents the estimated company contributions to the funded Switzerland plan during fiscal year 2020. These future payments are not recorded on the Condensed Consolidated Balance Sheets but will be recorded as incurred. Refer to Note 7 - Postretirement and other Employee Benefits for further discussion of the assumed postretirement benefit obligation.
|
(2)
|
The amount payable after five years includes $75.1 million in purchase requirements at the end of the respective leases.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
Total Number
of Shares
Purchased(1)
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Program(2)
|
|
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Program (in thousands)
|
||||||
September 1, 2019 - September 30, 2019
|
91,457
|
|
|
$
|
35.37
|
|
|
88,065
|
|
|
$
|
596,875
|
|
October 1, 2019 - October 31, 2019
|
2,128,985
|
|
|
$
|
35.94
|
|
|
1,601,960
|
|
|
$
|
539,576
|
|
November 1, 2019 - November 30, 2019
|
930,252
|
|
|
$
|
38.66
|
|
|
930,252
|
|
|
$
|
503,610
|
|
Total
|
3,150,694
|
|
|
$
|
36.72
|
|
|
2,620,277
|
|
|
|
|
(1)
|
The purchases include amounts that are attributable to shares surrendered to us by employees to satisfy, in connection with the vesting of restricted stock unit awards and the exercise of stock appreciation rights, their tax withholding obligations.
|
(2)
|
In September 2019, our Board of Directors authorized the repurchase of up to $600.0 million of our common stock as publicly announced in a press release on September 24, 2019 (the “2020 Share Repurchase Program”).
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
|
|
|
|
Incorporated by Reference Herein
|
|||||||||
Exhibit No.
|
|
Description
|
|
Form
|
|
Exhibit
|
|
Filing Date/Period End Date
|
|||||
|
|
|
|
|
|
|
|
||||||
3.1
|
|
|
10-Q
|
|
3.1
|
5/31/2017
|
|||||||
|
|
|
|
|
|
|
|
||||||
3.2
|
|
|
10-Q
|
|
3.2
|
5/31/2017
|
|||||||
|
|
|
|
|
|
|
|
||||||
4.1
|
|
Form of Certificate for Shares of the Registrant’s Common Stock. (P)
|
|
S-1
|
|
|
3/17/1993
|
||||||
|
|
|
|
|
|
|
|
||||||
4.2
|
|
|
8-K
|
|
4.2
|
1/17/2008
|
|||||||
|
|
|
|
|
|
|
|
||||||
4.3
|
|
|
8-K
|
|
4.1
|
8/12/2009
|
|||||||
|
|
|
|
|
|
|
|
||||||
4.4
|
|
|
8-K
|
|
4.1
|
11/2/2010
|
|||||||
|
|
|
|
|
|
|
|
||||||
4.5
|
|
|
8-K
|
|
4.1
|
8/6/2012
|
|||||||
|
|
|
|
|
|
|
|
||||||
4.6
|
|
|
8-K
|
|
4.1
|
1/17/2018
|
|||||||
|
|
|
|
|
|
|
|
||||||
4.7
|
|
|
8-K
|
|
4.3
|
8/12/2009
|
|||||||
|
|
|
|
|
|
|
|
||||||
4.8
|
|
|
8-K
|
|
4.3
|
11/2/2010
|
|||||||
|
|
|
|
|
|
|
|
||||||
4.9
|
|
|
8-K
|
|
4.3
|
8/6/2012
|
|||||||
|
|
|
|
|
|
|
|
||||||
4.10
|
|
|
8-K
|
|
4.1
|
1/17/2018
|
|||||||
|
|
|
|
|
|
|
|
||||||
10.1†*
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||
10.2†*
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||
10.3†*
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||
10.4†*
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||
10.5†*
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||
10.6†*
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||
10.7†*
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||
31.1*
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||
31.2*
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||
32.1*
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||
32.2*
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
101
|
|
The following financial information from Jabil’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2019, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of November 30, 2019 and August 31, 2019, (ii) Condensed Consolidated Statements of Operations for the three months ended November 30, 2019 and 2018, (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended November 30, 2019 and 2018, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three months ended November 30, 2019 and 2018, (v) Condensed Consolidated Statements of Cash Flows for the three months ended November 30, 2019 and 2018 and (vi) the Notes to Condensed Consolidated Financial Statements.
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
104
|
|
Cover Page Interactive Data File - Embedded within the inline XBRL Document
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||
†
|
Indicates management compensatory plan, contract or arrangement
|
|
|
|
|
|
|
||||||
*
|
Filed or furnished herewith
|
|
|
|
|
|
|
|
JABIL INC.
Registrant
|
|
|
|
|
Date: January 3, 2020
|
By:
|
/s/ MARK T. MONDELLO
|
|
|
Mark T. Mondello
Chief Executive Officer
|
|
|
|
Date: January 3, 2020
|
By:
|
/s/ MICHAEL DASTOOR
|
|
|
Michael Dastoor
Chief Financial Officer
|
Exhibit 10.1
JABIL INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
(PBRSU EPS - Executive-EU)
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the Agreement) is made as of November 7, 2019 (the Grant Date) between JABIL INC. a Delaware corporation (the Company) and (the Grantee).
Background Information
A. The Board of Directors (the Board) and stockholders of the Company previously adopted the 2011 Stock Award and Incentive Plan (the Plan).
B. Section 8 of the Plan provides that the Administrator shall have the discretion and right to grant Stock Awards, including Stock Awards denominated in units representing rights to receive shares, to any Employees or Consultants or Non-Employee Directors, subject to the terms and conditions of the Plan and any additional terms provided by the Administrator. The Administrator has made a Stock Award grant denominated in units to the Grantee as of the Grant Date pursuant to the terms of the Plan and this Agreement.
C. The Grantee desires to accept the Stock Award grant and agrees to be bound by the terms and conditions of the Plan and this Agreement.
D. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
Agreement
1. Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee _____ restricted stock units (the Restricted Stock Units) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Companys policies regulating trading by Employees and Consultants, including any applicable blackout or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or clawback policy of the Company, regardless of whether such recoupment or clawback policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantees rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.
2. Vesting.
(a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantees rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantees interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the Performance Goal), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (Cumulative EPS) of the Companys adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2019 and ending on August 31, 2022 (the Performance Period). The Cumulative EPS for the Performance Period shall be measured on August 31, 2022 (Measurement Date) (subject to adjustment under Section 7(b)). For purposes of this Agreement, adjusted core earnings per share means the Companys net income determined under U.S. generally accepted accounting principles (GAAP), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Companys Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the Committee) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Companys business (each of the foregoing events being referred to herein as a Material Event), adjusted core earnings per share determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine adjusted core earnings per share for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event.
(b) The portion of the Grantees rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule:
2
Cumulative EPS for Three Fiscal Years Beginning September 1, 2019 and Ending August 31, 2022 |
Percentage of
Shares Vested |
|||
Below $9.75 |
0 | % | ||
$9.75 |
20 | % | ||
$11.65 |
100 | % | ||
$12.50 |
150 | % |
Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share.
(c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (Determination Date). The Committee shall make this determination, provided that, for any Grantee who is not an officer of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be made by such Grantees divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an Authorized Officer). The Committees or Authorized Officers good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal.
3. Change in Control. In the event of a Change in Control, any portion of the Restricted Stock Units that is not yet vested on the date such Change in Control is determined to have occurred:
(a) shall become fully vested on the first anniversary of the date of such Change in Control (the Change in Control Anniversary) if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director does not terminate prior to the Change in Control Anniversary;
(b) shall become fully vested on the Date of Termination if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company without Cause or resignation by the Grantee for Good Reason; or
3
(c) shall not become fully vested if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company for Cause or resignation by the Grantee without Good Reason, but only to the extent such Restricted Stock Units have not previously become vested.
For purposes of this Agreement, the references to fully vested refer to vesting of the number of Restricted Stock Units that would vest upon achievement of the maximum level of achievement of the Performance Goal under Section 2 at the Measurement Date. This Section 3 shall supersede the standard vesting provision contained in Section 2 of this Agreement only to the extent that it results in accelerated vesting of the Restricted Stock Units, and it shall not result in a delay of any vesting or non-vesting of any Restricted Stock Units that otherwise would occur at the Measurement Date during the Performance Period under the terms of the standard vesting provision contained in Section 2 of this Agreement.
For purposes of this Section 3, the following definitions shall apply:
(d) Cause means:
(i) The Grantees conviction of a crime involving fraud or dishonesty; or
(ii) The Grantees continued willful or reckless material misconduct in the performance of the Grantees duties after receipt of written notice from the Company concerning such misconduct;
provided, however, that for purposes of Section 3(d)(ii), Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Grantee in good faith to have been in or not opposed to the interest of the Company (without intent of the Grantee to gain, directly or indirectly, a profit to which the Grantee was not legally entitled).
(e) Good Reason means:
(i) The assignment to the Grantee of any duties adverse to the Grantee and materially inconsistent with the Grantees position (including status, titles and reporting requirement), authority, duties or responsibilities, or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action that is not taken in bad faith;
(ii) Any material reduction in the Grantees compensation; or
(iii) Change in location of the Grantees assigned office of more than 35 miles without prior consent of the Grantee.
4
The Grantees resignation will not constitute a resignation for Good Reason unless the Grantee first provides written notice to the Company of the existence of the Good Reason within 90 days following the effective date of the occurrence of the Good Reason, and the Good Reason remains uncorrected by the Company for more than 30 days following receipt of such written notice of the Good Reason from the Grantee to the Company, and the effective date of the Grantees resignation is within one year following the effective date of the occurrence of the Good Reason.
4. Timing and Manner of Settlement of Restricted Stock Units.
(a) Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c)), such Restricted Stock Units will be settled at a date that is as prompt as practicable after the Determination Date but in no event later than two and one-half (2-1/2) months after the Determination Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as Prompt Settlement). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows:
(i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows:
(A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantees death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Companys fiscal year in which death occurred; and
(B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b).
(ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (409A RSUs) will be settled as follows:
(A) 409A RSUs that become vested in accordance with Section 6(b) (due to the Grantees death) will be settled on the 30th day after the date of the Grantees death;
(B) 409A RSUs that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a 409A
5
Change in Control), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such 409A RSUs will be settled in a Prompt Settlement following the earliest of the Determination Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and
(C) 409A RSUs that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).
(b) Manner of Settlement. The Company may make delivery of shares of Common Stock in settlement of Restricted Stock Units by either delivering one or more certificates representing such Shares to the Grantee (or his beneficiary in the event of death), registered in the name of the Grantee (and any joint name, if so directed by the Grantee), or by depositing such Shares into a stock brokerage account maintained for the Grantee (or of which the Grantee is a joint owner, with the consent of the Grantee). In no event will the Company issue fractional Shares.
(c) Effect of Settlement. Neither the Grantee nor any of the Grantees successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units that have been paid and settled. Although a settlement date or range of dates for settlement are specified above in order to comply with Code Section 409A, the Company retains discretion to determine the settlement date, and no Grantee or beneficiary of a Grantee shall have any claim for damages or loss by virtue of the fact that the market price of Common Stock was higher on a given date upon which settlement could have been made as compared to the market price on or after the actual settlement date (any claim relating to settlement will be limited to a claim for delivery of Shares and related dividend equivalents).
5. Restrictions on Transfer. The Grantee shall not have the right to make or permit to occur any transfer, assignment, pledge, hypothecation or encumbrance of all or any portion of the Restricted Stock Units, related rights to dividend equivalents or any other rights relating thereto, whether outright or as security, with or without consideration, voluntary or involuntary, and the Restricted Stock Units, related rights to dividend equivalents and other rights relating thereto, shall not be subject to execution, attachment, lien, or similar process; provided, however, the Grantee will be entitled to designate a beneficiary or beneficiaries to receive any settlement in respect of the Restricted Stock Units upon the death of the Grantee, in the manner and to the extent permitted by the Administrator. Any purported transfer or other transaction not permitted under this Section 5 shall be deemed null and void.
6. Forfeiture. Except as may be otherwise provided in this Section 6, the Grantee shall forfeit all of his rights and interest in the Restricted Stock Units and related dividend equivalents if his Continuous Status as an Employee or Consultant or Non-Employee Director terminates for any reason before the Restricted Stock Units become vested in accordance with Section 2 or Section 3 of this Agreement.
6
(a) Retirement. In the event of the Grantees Retirement in accordance with the terms and conditions set forth in this Section 6(a), the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall be treated as not having terminated for a number of years determined in accordance with this Section 6(a) for purposes of application of the vesting provisions of this Agreement. For purposes of this Section 6(a), Retirement means termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director after the Grant Date or the end of the Company fiscal year in the Performance Period at which the Grantee has completed twenty (20) Full Years of Continuous Status as an Employee or Consultant or Non-Employee Director.
For purposes of this Section 6(a), Full Year means a twelve-month period beginning on the date of the Grantees commencement of service for the Company or a Subsidiary and each anniversary thereof. Except as otherwise provided in this Section 6(a), the time period of Continuous Status as an Employee or Consultant or Non-Employee Director for a Grantee whose service with the Company or a Subsidiary terminates and who subsequently returns to service with the Company or a Subsidiary shall include all time periods of the Grantees service for the Company or a Subsidiary for purposes of this Section 6(a). This Section 6(a) will only apply to a Retirement if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director does not terminate due to Cause as defined in this Agreement. In addition, this Section 6(a) will only apply to a Retirement if the Grantee executes the agreement, if any, required under Section 6(d). For a Grantee who became an Employee or Consultant or Non-Employee Director of the Company or a Subsidiary following the acquisition of his or her employer by the Company or a Subsidiary, service with the acquired employer shall not count toward the number of years of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director for purposes of this Section 6(a), and Continuous Status as an Employee or Consultant or Non-Employee Director shall be measured from the commencement of the Grantees service for the Company or a Subsidiary following such acquisition. For purposes of this Section 6(a), the number of years of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall also include service with Jabil Circuit Co., a Michigan corporation and predecessor to the Company, and any Predecessor Subsidiary. For purposes of this Section 6(a), Predecessor Subsidiary means a company of which not less than fifty percent (50%) of the voting shares were held by Jabil Circuit Co. or a Predecessor Subsidiary. For purposes of this Section 6(a), for a Grantee who subsequent to the Grant Date performs service for the Company or a Subsidiary in a role as an employee of the Company or a Subsidiary that no longer includes being a state law officer of the Company or an employee of the Company with a title that is at least the equivalent of Vice President, or a substantially equivalent position of a Subsidiary (Subsequent Non-Officer Service), the time period of such Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall not include the time period of any such Subsequent Non-Officer Service, but shall include any time period during which such Grantee subsequently resumes service for the Company or a Subsidiary in a role as an employee of the Company or a Subsidiary that includes being a state law officer of the Company or an employee of the Company with a title that is at least the equivalent of Vice President, or a substantially equivalent position of a Subsidiary.
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If this Section 6(a) applies to the Grantees Retirement, the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall be treated as not having terminated for the number of years beginning on the effective date of the Retirement, or the remaining portion of the vesting period, whichever is applicable, in accordance with the following table based on the Grantees age and full years of Continuous Status as an Employee or Consultant or Non-Employee Director at the later of the Grant Date or the Companys fiscal year-end next preceding the effective date of the Retirement:
Full Years of Continuous Status as an Employee or Consultant or Non-Employee Director |
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20 Years | 25 Years | 30 or More Years | ||
2 years | 3 years | Full vesting period |
Accordingly, upon such Retirement, Restricted Stock Units that otherwise would be forfeited because such Restricted Stock Units remain unvested (and not previously forfeited) at the effective date of the Retirement will not be forfeited if the Determination Date would have been reached had the Grantee remained in Continuous Status as an Employee or Consultant or Non-Employee Director for the additional period specified in the table above. Vesting of such Restricted Stock Units will remain subject to Section 2, and settlement of such Restricted Stock Units will remain subject to Section 4. Any portion of the Restricted Stock Units that could not potentially become vested under Section 2 assuming the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director as set forth in the above table will be forfeited upon Retirement. The death of the Grantee following Retirement or a Change in Control following Retirement shall not affect the application of this Section 6(a), although such events will trigger a settlement of the Restricted Stock Units not forfeited by operation of this Section 6(a) in accordance with Section 4.
(b) Death. In the event that the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates due to death at a time that the Grantees Restricted Stock Units have not yet vested, a pro rata portion of the Grantees Restricted Stock Units shall vest as follows: First, for purposes of Section 2, the Company shall determine the actual level of the Performance Goal achieved (such determination may be by means of a good faith estimate) as of the Companys fiscal quarter-end coincident with or next preceding the Grantees death (or, if the Grantees death occurs in the first fiscal quarter of the Performance Period, then the Companys fiscal quarter-end coincident with or next following the Grantees death) and calculating, on a preliminary basis, the resulting number of Restricted Stock Units that would have become vested (based on such calculation) as of the Determination Date. Second, a pro rata portion of that number of Restricted Stock Units will be calculated by multiplying that number by a fraction, the numerator of which is the number of months from the first day of the Performance Period through the date of death (rounding any partial month to the next whole month) and the denominator of which is 36. No fractional Shares shall be issued, and subject to the limitation under Section 2(b) on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. Any Restricted Stock Units that were unvested at the date of death and that exceed the pro rata portion of the Restricted Stock Units that become vested under this Section 6(b) shall be forfeited.
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(c) Disability. In the event that the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates due to Disability at a time that the Grantees Restricted Stock Units have not yet vested, a pro rata portion of the Grantees Restricted Stock Units shall remain outstanding and shall be eligible for future vesting based on the actual level of achievement in the Performance Period, provided, however, that non-forfeiture of such Restricted Stock Units will only apply if the Grantee executes the agreement, if any, required under Section 6(d). The pro rata portion shall be calculated by multiplying the number of Restricted Stock Units originally granted by a fraction, the numerator of which is the number of months from the first day of the Performance Period through the date of termination (rounding any partial month to the next whole month) and the denominator of which is 36. No fractional Shares shall be issued, and subject to the limitation under Section 2(b) on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. Vesting of such Restricted Stock Units will remain subject to Section 2, and settlement of such Restricted Stock Units will remain subject to Section 4. The death of the Grantee following a termination governed by this Section 6(c), or a Change in Control following such termination, shall not increase or decrease the number of Restricted Stock Units forfeited or not forfeited under this Section 6(c), although such events will trigger a settlement of the Restricted Stock Units not forfeited by operation of this Section 6(c) in accordance with Section 4. Any Restricted Stock Units that at any time after the date of a termination governed by this Section 6(c) exceed the pro rata portion of the Restricted Stock Units that remain outstanding and potentially subject to future vesting under this Section 6(c) shall be forfeited.
(d) Execution of Separation Agreement and Release. Unless otherwise determined by the Administrator, as a condition to the non-forfeiture of Restricted Stock Units upon Retirement under Section 6(a) or upon a termination due to Disability under Section 6(c), the Grantee shall be required to execute a separation agreement and release, in a form prescribed by the Administrator, setting forth covenants relating to noncompetition, nonsolicitation, nondisparagement, confidentiality and similar covenants for the protection of the Companys business, and releasing the Company from liability in connection with the Grantees termination. Such agreement shall provide for the forfeiture and/or clawback of the Restricted Stock Units subject to Section 6(a) or 6(c), and the Shares of Common Stock issued or issuable in settlement of the Restricted Stock Units, and related dividend equivalents and any other related rights, in the event of the Grantees failure to comply with the terms of such agreement. The Administrator will provide the form of such agreement to the Grantee at the date of termination, and the Grantee must execute and return such form within the period specified by law or, if no such period is specified, within 21 days after receipt of the form of agreement, and not revoke such agreement within any permitted revocation period (the end of these periods being the Agreement Effectiveness Deadline). If any Restricted Stock Units subject to Section 6(a) or 6(c) or related rights would be required to be settled before the Agreement Effectiveness Deadline, the settlement shall not be delayed pending the receipt and effectiveness of the agreement, but any such Restricted Stock Units or related rights settled before such receipt and effectiveness shall be subject to a clawback (repaying to the Company the Shares and cash paid upon settlement) in the event that the agreement is not received and effective and not revoked by the Agreement Effectiveness Deadline.
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7. Dividend Equivalents; Adjustments.
(a) Dividend Equivalents. During the period beginning on the Grant Date and ending on the date that Shares are issued in settlement of a Restricted Stock Unit, the Grantee will accrue dividend equivalents on Restricted Stock Units equal to the cash dividend or distribution that would have been paid on the Restricted Stock Unit had the Restricted Stock Unit been an issued and outstanding Share of Common Stock on the record date for the dividend or distribution. Such accrued dividend equivalents (i) will vest and become payable upon the same terms and at the same time of settlement as the Restricted Stock Units to which they relate, and (ii) will be denominated and payable solely in cash. Dividend equivalent payments, at settlement, will be net of applicable federal, state, local and foreign income and social insurance withholding taxes (subject to Section 8).
(b) Adjustments. The number of Restricted Stock Units credited to the Grantee, and each adjusted core earnings per share amount and Cumulative EPS amount specified for purposes of the Performance Goal, shall be subject to adjustment by the Company, in accordance with Section 13 of the Plan, in order to preserve without enlarging the Grantees rights with respect to such Restricted Stock Units. Any such adjustment shall be made taking into account any crediting of cash dividend equivalents to the Grantee under Section 7(a) in connection with such transaction or event. In the case of an extraordinary cash dividend, the Committee may determine to adjust the Grantees Restricted Stock Units under this Section 7(b) in lieu of crediting cash dividend equivalents under Section 7(a). Restricted Stock Units credited to the Grantee as a result of an adjustment shall be subject to the same forfeiture and settlement terms as applied to the related Restricted Stock Units prior to the adjustment.
8. Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the Grantees employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantees participation in the Plan and legally applicable to the Grantee (Tax-Related Items), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantees responsibility and may exceed the amount actually withheld by the Company or any of its affiliates, if any. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantees liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
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(a) withholding from the Grantees wages or other cash compensation paid to the Grantee by the Company and/or its Subsidiaries; or
(b) withholding in Shares to be delivered upon settlement; or
(c) withholding from dividend equivalent payments (payable in cash) related to the Shares to be delivered at settlement.
To avoid negative accounting treatment, the Company and/or its Subsidiaries may withhold or account for Tax-Related Items by considering applicable withholding rates but not exceeding the maximum statutory withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares attributable to the awarded Restricted Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantees participation in the Plan.
Finally, the Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account for as a result of the Grantees participation in the Plan that are not satisfied by the means previously described. The Company may refuse to issue or deliver the Shares if the Grantee fails to comply with the Grantees obligations in connection with the Tax-Related Items.
9. Code Section 409A.
(a) General. Payments made pursuant to this Agreement are intended to be exempt from Section 409A of the Code or to otherwise comply with Section 409A of the Code. Accordingly, other provisions of the Plan or this Agreement notwithstanding, the provisions of this Section 9 will apply in order that the Restricted Stock Units, and related dividend equivalents and any other related rights, will be exempt from or otherwise comply with Code Section 409A. In addition, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all Restricted Stock Units, and related dividend equivalents and any other related rights, are exempt from or otherwise comply, and in operation comply, with Code Section 409A (including, without limitation, the avoidance of penalties thereunder). Other provisions of the Plan and this Agreement notwithstanding, the Company makes no representations that the Restricted Stock Units, and related dividend equivalents and any other related rights, will be exempt from or avoid any penalties that may apply under Code Section 409A, makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units and related dividend equivalents and any other related rights, and will not indemnify or provide a gross up payment to a Grantee (or his beneficiary) for any taxes, interest or penalties imposed under Code Section 409A.
(b) Restrictions on 409A RSUs. In the case of any 409A RSUs, the following restrictions will apply:
(i) Separation from Service. Any payment in settlement of the 409A RSUs that is triggered by a termination of Continuous Status as an Employee or Consultant or Non-Employee Director (or other termination of employment) hereunder will occur only if the Grantee has had a separation from service within the meaning of Treasury Regulation § 1.409A-1(h), with such separation from service treated as the termination for purposes of determining the timing of any settlement based on such termination.
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(ii) Six-Month Delay Rule. The six-month delay rule will apply to 409A RSUs if these four conditions are met:
(A) the Grantee has a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h)) for a reason other than death;
(B) a payment in settlement is triggered by such separation from service; and
(C) the Grantee is a specified employee under Code Section 409A.
If it applies, the six-month delay rule will delay a settlement of 409A RSUs triggered by separation from service where the settlement otherwise would occur within six months after the separation from service, subject to the following:
(D) any delayed payment shall be made on the date six months and one day after separation from service;
(E) during the six-month delay period, accelerated settlement will be permitted in the event of the Grantees death and for no other reason (including no acceleration upon a Change in Control) except to the extent permitted under Code Section 409A; and
(F) any settlement that is not triggered by a separation from service, or is triggered by a separation from service but would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule.
(c) Other Compliance Provisions. The following provisions apply to Restricted Stock Units:
(i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at or following a Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A.
(ii) The settlement of 409A RSUs may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs.
(iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2).
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(iv) Any restriction imposed on 409A RSUs hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 409A RSU except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a deferral of compensation under Code Section 409A.
(v) If any mandatory term required for 409A RSUs or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein.
(vi) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Date or other date triggering a right to settlement, the Grantee shall have no influence on any determination as to the tax year in which the settlement will be made.
(vii) In the case of any Restricted Stock Unit that is not a 409A RSU, if the circumstances arise constituting a Disability but termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability.
(viii) If the Company has a right of setoff that could apply to a 409A RSU, such right may only be exercised at the time the 409A RSU would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.
10. No Effect on Employment or Rights under the Plan. Nothing in the Plan or this Agreement shall confer upon the Grantee the right to continue in the employment of the Company or any Subsidiary or affect any right which the Company or any Subsidiary may have to terminate the employment of the Grantee regardless of the effect of such termination of employment on the rights of the Grantee under the Plan or this Agreement. If the Grantees employment is terminated for any reason whatsoever (and whether lawful or otherwise), he will not be entitled to claim any compensation for or in respect of any consequent diminution or extinction of his rights or benefits (actual or prospective) under this Agreement or any Award or otherwise in connection with the Plan. The rights and obligations of the Grantee under the terms of his employment with the Company or any Subsidiary will not be affected by his participation in the Plan or this Agreement, and neither the Plan nor this Agreement form part of any contract of employment between the Grantee and the Company or any Subsidiary. The granting of Awards under the Plan is entirely at the discretion of the Administrator, and the Grantee shall not in any circumstances have any right to be granted an Award.
11. Governing Laws. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.
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12. Successors; Severability; Entire Agreement; Headings. This Agreement shall inure to the benefit of, and be binding upon, the Company and the Grantee and their heirs, legal representatives, successors and permitted assigns. In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein. Subject to the terms and conditions of the Plan and any rules adopted by the Company or the Administrator and applicable to this Agreement, which are incorporated herein by reference, this Agreement expresses the entire understanding and agreement of the parties hereto with respect to such terms, restrictions and limitations. Section headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.
13. Grantee Acknowledgements and Consents.
(a) Data Privacy. As communicated in Jabils Notice of Data Collection, Processing and Transfer of Employee Personal Data, as updated from time to time.
Data Collection and Usage. The Company collects, processes and uses personal data about the Grantee, including but not limited to, the Grantees name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards, rights or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in the Grantees favor, which the Company receives from the Grantee or the Grantees employer. In order for the Grantee to participate in the Plan, the Company will collect his or her personal data for purposes of allocating Shares and implementing, administering and managing the Plan. The Companys legal basis for the processing of the Grantees personal data is based on the necessity for Companys performance of its obligations under the Plan and pursuant to the Companys legitimate business interests.
Stock Plan Administration and Service Providers. The Company may transfer the Grantees data to one or more third party stock plan service providers based in the United States (U.S.), which may assist the Company with the implementation, administration and management of the Plan. Such service provider(s) may open an account for the Grantee to receive and trade Shares. The Grantee may be asked to acknowledge, or agree to, separate terms and data processing practices with the service provider(s).
International Data Transfers. The Grantees personal data will be transferred from the Grantees country to the U.S., where the Company and its service providers are based. The Companys legal basis for the transfer of the Grantees data to the U.S. is that it is authorized by the Companys participation in the EU-U.S. Privacy Shield and/or its use of the standard data protection clauses adopted by the EU Commission.
Data Retention. The Company will use the Grantees personal data only as long as necessary to implement, administer and manage the Grantees participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities laws. When the Company no longer needs the Grantees personal data, which will generally be seven (7) years after the Grantee participates in the Plan, the Company will remove it from its systems. If the Company keeps the data longer, it would be to satisfy legal or regulatory obligations and the Companys legal basis would be relevant laws or regulations.
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Data Subject Rights. The Grantee understands that he or she may have a number of rights under data privacy laws in the Grantees jurisdiction. Depending on where the Grantee is based, such rights may include the right to (i) request access or copies of personal data processed by the Company, (ii) rectification of incorrect data, (iii) deletion of data, (iv) restrictions on processing of data, (v) portability of data, (vi) lodge complaints with competent authorities in the Grantees jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of the Grantees personal data. To receive clarification regarding these rights or to exercise these rights, the Grantee can contact his or her local human resources department.
(b) Voluntary Participation. The Grantees participation in the Plan is voluntary. The value of the Restricted Stock Units is an extraordinary item of compensation. Unless otherwise expressly provided in a separate agreement between the Grantee and the Company or a Subsidiary, the Restricted Stock Units are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
(c) Electronic Delivery and Acceptance. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE HEREBY CONSENTS TO ELECTRONIC DELIVERY OF THE PLAN, THE PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS RELATED TO THE PLAN (COLLECTIVELY, THE PLAN DOCUMENTS). THE COMPANY WILL DELIVER THE PLAN DOCUMENTS ELECTRONICALLY TO THE GRANTEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS INTRANET WEBSITE OR BY ANOTHER MODE OF ELECTRONIC DELIVERY AS DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE CONSENTS AND AGREES THAT SUCH PROCEDURES AND DELIVERY MAY BE EFFECTED BY A BROKER OR THIRD PARTY ENGAGED BY THE COMPANY TO PROVIDE ADMINISTRATIVE SERVICES RELATED TO THE PLAN. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE HEREBY CONSENTS TO ANY AND ALL PROCEDURES THE COMPANY HAS ESTABLISHED OR MAY ESTABLISH FOR ANY ELECTRONIC SIGNATURE SYSTEM FOR DELIVERY AND ACCEPTANCE OF ANY PLAN DOCUMENTS, INCLUDING THIS AGREEMENT, THAT THE COMPANY MAY ELECT TO DELIVER AND AGREES THAT HIS ELECTRONIC SIGNATURE IS THE SAME AS, AND WILL HAVE THE SAME FORCE AND EFFECT AS, HIS MANUAL SIGNATURE. THE COMPANY WILL SEND TO THE GRANTEE AN E-MAIL ANNOUNCEMENT WHEN THE PLAN DOCUMENTS ARE AVAILABLE ELECTRONICALLY FOR THE GRANTEES REVIEW, DOWNLOAD OR PRINTING AND WILL PROVIDE INSTRUCTIONS ON WHERE THE PLAN DOCUMENTS CAN BE FOUND. UNLESS OTHERWISE SPECIFIED IN WRITING BY THE COMPANY, THE GRANTEE WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS ELECTRONICALLY THROUGH THE COMPANYS COMPUTER NETWORK. THE GRANTEE WILL HAVE THE RIGHT TO RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN REQUEST FOR A PAPER COPY TO THE ADMINISTRATOR. THE GRANTEES CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS WILL BE VALID AND REMAIN EFFECTIVE UNTIL THE EARLIER OF (i) THE TERMINATION OF THE GRANTEES PARTICIPATION IN THE
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PLAN AND (ii) THE WITHDRAWAL OF THE GRANTEES CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE OF THE PLAN DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES THAT THE GRANTEE HAS THE RIGHT AT ANY TIME TO WITHDRAW HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE OF THE PLAN DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADMINISTRATOR. IF THE GRANTEE WITHDRAWS HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE, THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN DOCUMENTS WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE ACKNOWLEDGES THAT HE IS ABLE TO ACCESS, VIEW AND RETAIN AN E-MAIL ANNOUNCEMENT INFORMING THE GRANTEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION.
(d) Unfunded Plan. The Grantee acknowledges and agrees that any rights of the Grantee relating to the Grantees Restricted Stock Units and related dividend equivalents and any other related rights shall constitute bookkeeping entries on the books of the Company and shall not create in the Grantee any right to, or claim against, any specific assets of the Company or any Subsidiary, nor result in the creation of any trust or escrow account for the Grantee. With respect to the Grantees entitlement to any payment hereunder, the Grantee shall be a general creditor of the Company.
14. Additional Acknowledgements. By accepting this Agreement electronically, the Grantee and the Company agree that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Agreement. The Grantee has reviewed in its entirety the prospectus that summarizes the terms of the Plan and this Agreement, has had an opportunity to request a copy of the Plan in accordance with the procedure described in the prospectus, has had an opportunity to obtain the advice of counsel prior to electronically accepting this Agreement and fully understands all provisions of the Plan and this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement.
15. Country Appendix. Notwithstanding any provision of this Agreement to the contrary, this Restricted Stock Unit grant and any Shares issued pursuant to this Agreement shall be subject to the applicable terms and provisions as set forth in the Country Appendix attached hereto and incorporated herein, if any, for the Grantees country of residence (and country of employment or engagement as a Consultant, if different).
Acceptance by the Grantee
By selecting the I accept box on the website of the Companys administrative agent, the Grantee acknowledges acceptance of, and consents to be bound by, the Plan and this Agreement and any other rules, agreements or other terms and conditions incorporated herein by reference.
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COUNTRY APPENDIX
ADDITIONAL TERMS AND CONDITIONS TO RESTRICTED STOCK UNIT AWARD
AGREEMENT
(EU)
This Country Appendix (Appendix) includes the following additional terms and conditions that govern the Grantees Stock Award for all Grantees that reside and/or work in a European Union jurisdiction.
Notifications
This Country Appendix also includes information regarding exchange controls and certain other issues of which the Grantee should be aware with respect to the Grantees participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of August 2019. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information in this Country Appendix as the only source of information relating to the consequences of the Grantees participation in the Plan because the information may be out of date at the time that the Restricted Stock Units vest, or Shares are delivered in settlement of the Restricted Stock Units, or the Grantee sells any Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Grantees particular situation, and none of the Company, its Subsidiaries, nor the Administrator is in a position to assure the Grantee of a particular result. Accordingly, the Grantee is advised to seek appropriate professional advice as to how the relevant laws in the Grantees country of residence and/or work may apply to the Grantees situation.
Finally, if the Grantee transfers employment after the Grant Date, or is considered a resident of another country for local law purposes following the Grant Date, the notifications contained herein may not be applicable to the Grantee, and the Administrator shall, in its discretion, determine to what extent the terms and conditions contained herein shall be applicable to the Grantee.
Terms and Conditions Applicable to All EU Jurisdictions
English Language. The Grantee acknowledges and agrees that it is the Grantees express intent that this Agreement, the Plan and all other documents, rules, procedures, forms, notices and legal proceedings entered into, given or instituted pursuant to the Stock Award, be drawn up in English. The Grantee further acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Grantee to understand the terms and conditions of this Agreement, the Plan and any rules, procedures, forms or documents related to the Stock Award. If the Grantee has received this Agreement, the Plan or any other rules, procedures, forms or documents related to the Stock Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.
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Repatriation; Compliance with Laws. The Grantee agrees, as a condition of the grant of the Stock Award, to repatriate all payments attributable to the Award and/or cash acquired under the Plan (including, but not limited to, dividends, dividend equivalents, and any proceeds derived from the sale of the Shares acquired pursuant to the Agreement) in accordance with all foreign exchange rules and regulations applicable to the Grantee. The Company and the Administrator reserve the right to impose other requirements on the Grantees participation in the Plan, on the Restricted Stock Units and on any Shares acquired or cash payments made pursuant to the Agreement, to the extent the Company, its Subsidiaries or the Administrator determines it is necessary or advisable in order to comply with local law or to facilitate the administration of the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Finally, the Grantee agrees to take any and all actions as may be required to comply with the Grantees personal legal and tax obligations under all laws, rules and regulations applicable to the Grantee.
Commercial Relationship. The Grantee expressly recognizes that the Grantees participation in the Plan and the Companys Stock Award grant does not constitute an employment relationship between the Grantee and the Company. The Grantee has been granted Stock Awards as a consequence of the commercial relationship between the Company and the Companys Subsidiary that employs the Grantee, and the Companys Subsidiary that employs the Grantee is the Grantees sole employer. Based on the foregoing, the Grantee expressly recognizes that (a) the Plan and the benefits the Grantee may derive from participation in the Plan do not establish any rights between the Grantee and the Subsidiary that employs the Grantee, (b) the Plan and the benefits the Grantee may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by the Subsidiary that employs the Grantee, and (c) any modifications or amendments of the Plan by the Company or the Administrator, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of the Grantees employment with the Subsidiary that employs the Grantee.
Private Placement. The grant of the Stock Award is not intended to be a public offering of securities in the Grantees country of residence and/or employment but instead is intended to be a private placement. As a private placement, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Stock Award is not subject to the supervision of the local securities authorities.
Additional Acknowledgements. The GRANTEE also acknowledges and agrees to the following:
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The grant of the Stock Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Awards or benefits in lieu of the Stock Award even if Stock Awards have been granted repeatedly in the past. |
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The future value of the Shares and any related dividend equivalents is unknown and cannot be predicted with certainty. |
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No claim or entitlement to compensation or damages arises from the forfeiture of the Stock Award or any of the Restricted Stock Units or related dividend equivalents, the termination of the Plan, or the diminution in value of the Restricted Stock Units or Shares, and the Grantee irrevocably releases the Company, its Subsidiaries, the Administrator and their affiliates from any such claim that may arise. |
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None of the Company, its Subsidiaries, nor the Administrator is providing any tax, legal or financial advice or making any recommendations regarding the Grantees participation in the Plan, the grant, vesting or settlement of the Grantees Restricted Stock Units, or the Grantees acquisition or sale of the Shares delivered in settlement of the Restricted Stock Units. The Grantee is hereby advised to consult with his own personal tax, legal and financial advisors regarding his participation in the Plan before taking any action related to the Plan. |
Notifications Applicable to Austria
Consumer Protection Information. If the provisions of the Austrian Consumer Protection Act are applicable to the Agreement and the Plan, the Grantee may be entitled to revoke the Grantees acceptance of the Agreement (and thereby revoke his acceptance of the Restricted Stock Units) under the conditions listed below:
(i) If the Grantee accepts the Stock Award, the Grantee may be entitled to revoke the Grantees acceptance; provided the revocation is made within one week after such electronic acceptance of the Agreement.
(ii) The revocation must be in written form to be valid and will revoke both acceptance of the Agreement and acceptance of the Restricted Stock Units awarded thereunder. It is sufficient if the Grantee returns the Agreement to the Administrator or a Company representative with language which can be understood as a refusal to conclude or honor the Agreement; provided the revocation is sent within the period discussed above.
Exchange Control Information. The Grantee may be required to comply with certain exchange control obligations if the Grantee holds securities (including Shares) or cash (including proceeds from the sale of such Shares) outside of Austria. If the transaction volume of all of the Grantees accounts abroad meets or exceeds 10,000,000, the movement and balance of all accounts must be reported monthly to the Austrian National Bank, as of the last day of the month, on or before the fifteenth day of the following month using the prescribed form Meldungen SI-Forderungen und/oder SI-Verpflichturngen.
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Terms and Conditions Applicable to Denmark
Treatment of Stock Awards Upon Termination of Employment. Notwithstanding any provision in the Agreement or the Plan to the contrary, if the Grantee is determined to be an Employee, as defined in Section 2 of the Danish Act on the Use of Rights to Purchase or Subscribe for Shares etc. in Employment Relationships (the Stock Option Act), the treatment of the Stock Award upon the Grantees termination of employment may be governed by Sections 4 and 5 of the Stock Option Act. However, if the provisions in the Agreement or the Plan governing the treatment of the Stock Award upon termination of employment are more favorable, then the provisions of the Agreement or the Plan shall govern.
Foreign Asset / Account Reporting Information. The new Danish Tax Reporting Act that entered into force on January 1, 2019 removed the rules that previously obligated individuals to inform the Danish Tax Administration about shares held in foreign bank or brokerage accounts and deposit accounts with a foreign bank or broker. The use of the relevant Forms V and K are discontinued as of January 1, 2019 and replaced by automatic exchange of information regarding bank and brokerage accounts.
However, the Grantee must still report foreign bank/broker accounts and their deposits, as well as shares held in a foreign bank or broker account in the Grantees tax return under the section on foreign affairs and income.
Terms and Conditions Applicable to France
Tax Information. The Stock Award is not intended to be a French-qualified award.
Language Consent. By accepting the Award and the Agreement, which provides for the terms and conditions of the Award, the Grantee confirms having read and understood the documents relating to this grant (the Plan and the Agreement, including this Appendix) which were provided in English language. The Grantee accepts the terms of those documents accordingly. En acceptant lAttribution et ce Contrat qui contient les termes et conditions de lAttribution, le Bénéficiaire confirmez avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat, ainsi que la présente Annexe) qui vous ont été transmis en langue anglaise. Le Bénéficiaire acceptez ainsi les conditions et termes de ces documents.
Foreign Asset / Account Reporting Information. The Grantee should report all foreign accounts (whether open, current or closed) to the French tax authorities when filing his / her annual tax return. The Grantee should consult his / her personal advisor to ensure compliance with applicable reporting obligations.
Notifications Applicable to Germany
Exchange Control Information. Cross border payments in excess of 12,500 must be reported monthly to the German Federal Bank (Bundesbank). The Grantee understands that in the event he or she receives a payment in excess of this amount in connection with the sale of securities (including Shares acquired under the Plan), the Grantee must report the payment to Bundesbank electronically using the General Statistics Reporting Portal (Allgemeines Meldeportal Statistik) available via Bundesbanks website (www.bundesbank.de).
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Foreign Asset/Account Reporting Information. If the Grantees acquisition of shares under the Plan leads to a so-called qualified participation at any point during the calendar year, the Grantee will need to report the acquisition when he or she files his or her tax return for the relevant year. A qualified participation is attained if the value of the shares acquired exceeds 150,000. The Grantee will be responsible for obtaining the appropriate form from a German federal bank and complying with the applicable reporting obligations.
Notifications Applicable to Ireland
Director Notification Requirement. If the Grantee is a director, shadow director or secretary of the Companys Irish subsidiaries or affiliates whose interests meet or exceed 1% of the Companys voting rights, pursuant to Section 53 of the Irish Company Act 1990, the Grantee must notify the Irish subsidiary or affiliate in writing within five business days of receiving or disposing of an interest in the Company (e.g., Restricted Stock Units or Shares), or within five business days of becoming aware of the event giving rise to the notification requirement, or within five business days of becoming a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or minor children (whose interests will be attributed to the director, shadow director, or secretary).
Terms and Conditions Applicable to Italy
Foreign Asset/Account Reporting Information. If the Grantee is an Italian resident and holds investments or financial assets outside of Italy (such as cash or Restricted Stock Units) during any fiscal year which may generate income taxable in Italy (or if the Grantee is the beneficial owner of such an investment or asset even if the Grantee does not directly hold the investment or asset), the Grantee is required to report such investments or assets on his / her annual tax return for such fiscal year (on UNICO Form, RW Schedule, or on a special form if the Grantee is not required to file a tax return). The Grantee should consult with his / her personal tax advisor as to whether the reporting obligation applies to the Grantee and whether he / she will be required to report details of any outstanding Stock Awards or Shares held by the Grantee outside of Italy in the Grantees relevant annual tax return.
Foreign Asset Tax Information. The value of the financial assets held outside of Italy by Italian residents is subject to a foreign asset tax at an annual rate of 2 per thousand (0.2%). The taxable amount will be the fair market value of the financial assets (e.g., Shares) assessed at the end of the calendar year. No tax payment duties arise if the amount of the foreign financial assets held abroad does not exceed a certain threshold.
Terms and Conditions Applicable to the Netherlands
Waiver of Termination Rights. The Grantee hereby waives any and all rights to compensation or damages as a result of the Grantees termination of employment with the Company or any Subsidiary of the Company whatsoever, insofar as those rights result or may result from (i) the loss or diminution in value of such rights or entitlements under the Plan, or (ii) the Grantee ceasing to have rights under, or ceasing to be entitled to any awards under the Plan as a result of such termination.
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Terms and Conditions Applicable to Sweden
There are no country-specific provisions.
Terms and Conditions Applicable to the United Kingdom
Responsibility for Taxes. This provision supplements Section 8 of the Agreement:
Without limitation to Section 8 of the Agreement, the Grantee agrees that the Grantee is liable for all Tax-Related Items and hereby covenants to pay all such taxes, as and when requested by the Company or (if different) the Grantees employer or by Her Majestys Revenue & Customs (HMRC) (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Grantees employer against any such taxes that they are required to pay or withhold on the Grantees behalf or have paid or will pay to the HMRC (or any other tax authority or any other relevant authority).
Notwithstanding the foregoing, if the Grantee is a director or executive officer (as within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that the Grantee is a director or executive officer and income tax due is not collected from or paid by the Grantee within 90 days after the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected tax may constitute a benefit to the Grantee on which additional income tax and national insurance contributions may be payable. The Grantee acknowledges that the Grantee ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or (if different) the Grantees employer for the value of any employee national insurance contributions due on this additional benefit, which the Company or (if different) the Grantees employer may recover from the Grantee at any time thereafter by any of the means referred to in the Agreement.
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Exhibit 10.2
JABIL INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
(PBRSU EPS Executive Non-EU)
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the Agreement) is made as of November 7, 2019 (the Grant Date) between JABIL INC. a Delaware corporation (the Company) and ______________ (the Grantee).
Background Information
A. The Board of Directors (the Board) and stockholders of the Company previously adopted the 2011 Stock Award and Incentive Plan (the Plan).
B. Section 8 of the Plan provides that the Administrator shall have the discretion and right to grant Stock Awards, including Stock Awards denominated in units representing rights to receive shares, to any Employees or Consultants or Non-Employee Directors, subject to the terms and conditions of the Plan and any additional terms provided by the Administrator. The Administrator has made a Stock Award grant denominated in units to the Grantee as of the Grant Date pursuant to the terms of the Plan and this Agreement.
C. The Grantee desires to accept the Stock Award grant and agrees to be bound by the terms and conditions of the Plan and this Agreement.
D. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
Agreement
1. Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee _____ restricted stock units (the Restricted Stock Units) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Companys policies regulating trading by Employees and Consultants, including any applicable blackout or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or clawback policy of the Company, regardless of whether such recoupment or clawback policy is applied with prospective or retroactive effect, and (v)
any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantees rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.
2. Vesting.
(a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantees rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantees interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the Performance Goal), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (Cumulative EPS) of the Companys adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2019 and ending on August 31, 2022 (the Performance Period). The Cumulative EPS for the Performance Period shall be measured on August 31, 2022 (Measurement Date) (subject to adjustment under Section 7(b)). For purposes of this Agreement, adjusted core earnings per share means the Companys net income determined under U.S. generally accepted accounting principles (GAAP), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Companys Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the Committee) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Companys business (each of the foregoing events being referred to herein as a Material Event), adjusted core earnings per share determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine adjusted core earnings per share for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event.
(b) The portion of the Grantees rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule:
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Cumulative EPS for Three Fiscal Years Beginning September 1, 2019 and Ending August 31, 2022 |
Percentage of
Shares Vested |
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Below $9.75 | 0 | % | ||
$9.75 | 20 | % | ||
$11.65 | 100 | % | ||
$12.50 | 150 | % |
Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share.
(c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (Determination Date). The Committee shall make this determination, provided that, for any Grantee who is not an officer of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be made by such Grantees divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an Authorized Officer). The Committees or Authorized Officers good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal.
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3. Change in Control. In the event of a Change in Control, any portion of the Restricted Stock Units that is not yet vested on the date such Change in Control is determined to have occurred:
(a) shall become fully vested on the first anniversary of the date of such Change in Control (the Change in Control Anniversary) if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director does not terminate prior to the Change in Control Anniversary;
(b) shall become fully vested on the Date of Termination if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company without Cause or resignation by the Grantee for Good Reason; or
(c) shall not become fully vested if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company for Cause or resignation by the Grantee without Good Reason, but only to the extent such Restricted Stock Units have not previously become vested.
For purposes of this Agreement, the references to fully vested refer to vesting of the number of Restricted Stock Units that would vest upon achievement of the maximum level of achievement of the Performance Goal under Section 2 at the Measurement Date. This Section 3 shall supersede the standard vesting provision contained in Section 2 of this Agreement only to the extent that it results in accelerated vesting of the Restricted Stock Units, and it shall not result in a delay of any vesting or non-vesting of any Restricted Stock Units that otherwise would occur at the Measurement Date during the Performance Period under the terms of the standard vesting provision contained in Section 2 of this Agreement.
For purposes of this Section 3, the following definitions shall apply:
(d) Cause means:
(i) The Grantees conviction of a crime involving fraud or dishonesty; or
(ii) The Grantees continued willful or reckless material misconduct in the performance of the Grantees duties after receipt of written notice from the Company concerning such misconduct;
provided, however, that for purposes of Section 3(d)(ii), Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Grantee in good faith to have been in or not opposed to the interest of the Company (without intent of the Grantee to gain, directly or indirectly, a profit to which the Grantee was not legally entitled).
(e) Good Reason means:
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(i) The assignment to the Grantee of any duties adverse to the Grantee and materially inconsistent with the Grantees position (including status, titles and reporting requirement), authority, duties or responsibilities, or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action that is not taken in bad faith;
(ii) Any material reduction in the Grantees compensation; or
(iii) Change in location of the Grantees assigned office of more than 35 miles without prior consent of the Grantee.
The Grantees resignation will not constitute a resignation for Good Reason unless the Grantee first provides written notice to the Company of the existence of the Good Reason within 90 days following the effective date of the occurrence of the Good Reason, and the Good Reason remains uncorrected by the Company for more than 30 days following receipt of such written notice of the Good Reason from the Grantee to the Company, and the effective date of the Grantees resignation is within one year following the effective date of the occurrence of the Good Reason.
4. Timing and Manner of Settlement of Restricted Stock Units.
(a) Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c)), such Restricted Stock Units will be settled at a date that is as prompt as practicable after the Determination Date but in no event later than two and one-half (2-1/2) months after the Determination Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as Prompt Settlement). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows:
(i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows:
(A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantees death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Companys fiscal year in which death occurred; and
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(B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b).
(ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (409A RSUs) will be settled as follows:
(A) 409A RSUs that become vested in accordance with Section 6(b) (due to the Grantees death) will be settled on the 30th day after the date of the Grantees death;
(B) 409A RSUs that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a 409A Change in Control), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such 409A RSUs will be settled in a Prompt Settlement following the earliest of the Determination Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and
(C) 409A RSUs that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).
(b) Manner of Settlement. The Company may make delivery of shares of Common Stock in settlement of Restricted Stock Units by either delivering one or more certificates representing such Shares to the Grantee (or his beneficiary in the event of death), registered in the name of the Grantee (and any joint name, if so directed by the Grantee), or by depositing such Shares into a stock brokerage account maintained for the Grantee (or of which the Grantee is a joint owner, with the consent of the Grantee). In no event will the Company issue fractional Shares.
(c) Effect of Settlement. Neither the Grantee nor any of the Grantees successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units that have been paid and settled. Although a settlement date or range of dates for settlement are specified above in order to comply with Code Section 409A, the Company retains discretion to determine the settlement date, and no Grantee or beneficiary of a Grantee shall have any claim for damages or loss by virtue of the fact that the market price of Common Stock was higher on a given date upon which settlement could have been made as compared to the market price on or after the actual settlement date (any claim relating to settlement will be limited to a claim for delivery of Shares and related dividend equivalents).
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5. Restrictions on Transfer. The Grantee shall not have the right to make or permit to occur any transfer, assignment, pledge, hypothecation or encumbrance of all or any portion of the Restricted Stock Units, related rights to dividend equivalents or any other rights relating thereto, whether outright or as security, with or without consideration, voluntary or involuntary, and the Restricted Stock Units, related rights to dividend equivalents and other rights relating thereto, shall not be subject to execution, attachment, lien, or similar process; provided, however, the Grantee will be entitled to designate a beneficiary or beneficiaries to receive any settlement in respect of the Restricted Stock Units upon the death of the Grantee, in the manner and to the extent permitted by the Administrator. Any purported transfer or other transaction not permitted under this Section 5 shall be deemed null and void.
6. Forfeiture. Except as may be otherwise provided in this Section 6, the Grantee shall forfeit all of his rights and interest in the Restricted Stock Units and related dividend equivalents if his Continuous Status as an Employee or Consultant or Non-Employee Director terminates for any reason before the Restricted Stock Units become vested in accordance with Section 2 or Section 3 of this Agreement.
(a) Retirement. In the event of the Grantees Retirement in accordance with the terms and conditions set forth in this Section 6(a), the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall be treated as not having terminated for a number of years determined in accordance with this Section 6(a) for purposes of application of the vesting provisions of this Agreement. For purposes of this Section 6(a), Retirement means termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director after the earliest of:
(i) The Grant Date or the end of the Company fiscal year in the Performance Period at which the Grantee has attained age fifty (50) and completed fifteen (15) Full Years of Continuous Status as an Employee or Consultant or Non-Employee Director;
(ii) The Grant Date or the end of the Company fiscal year in the Performance Period at which the Grantee has attained age fifty-eight (58) and completed ten (10) Full Years of Continuous Status as an Employee or Consultant or Non-Employee Director; or
(iii) The Grant Date or the end of the Company fiscal year in the Performance Period at which the Grantee has attained age sixty-two (62) and completed five (5) Full Years of Continuous Status as an Employee or Consultant or Non-Employee Director.
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For purposes of this Section 6(a), Full Year means a twelve-month period beginning on the date of the Grantees commencement of service for the Company or a Subsidiary and each anniversary thereof. Except as otherwise provided in this Section 6(a), the time period of Continuous Status as an Employee or Consultant or Non-Employee Director for a Grantee whose service with the Company or a Subsidiary terminates and who subsequently returns to service with the Company or a Subsidiary shall include all time periods of the Grantees service for the Company or a Subsidiary for purposes of this Section 6(a). This Section 6(a) will only apply to a Retirement if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director does not terminate due to Cause as defined in this Agreement. In addition, this Section 6(a) will only apply to a Retirement if the Grantee executes the agreement, if any, required under Section 6(d). For a Grantee who became an Employee or Consultant or Non-Employee Director of the Company or a Subsidiary following the acquisition of his or her employer by the Company or a Subsidiary, service with the acquired employer shall not count toward the number of years of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director for purposes of this Section 6(a), and Continuous Status as an Employee or Consultant or Non-Employee Director shall be measured from the commencement of the Grantees service for the Company or a Subsidiary following such acquisition. For purposes of this Section 6(a), the number of years of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall also include service with Jabil Circuit Co., a Michigan corporation and predecessor to the Company, and any Predecessor Subsidiary. For purposes of this Section 6(a), Predecessor Subsidiary means a company of which not less than fifty percent (50%) of the voting shares were held by Jabil Circuit Co. or a Predecessor Subsidiary. For purposes of this Section 6(a), for a Grantee who subsequent to the Grant Date performs service for the Company or a Subsidiary in a role as an employee of the Company or a Subsidiary that no longer includes being a state law officer of the Company or an employee of the Company with a title that is at least the equivalent of Vice President, or a substantially equivalent position of a Subsidiary (Subsequent Non-Officer Service), the time period of such Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall not include the time period of any such Subsequent Non-Officer Service, but shall include any time period during which such Grantee subsequently resumes service for the Company or a Subsidiary in a role as an employee of the Company or a Subsidiary that includes being a state law officer of the Company or an employee of the Company with a title that is at least the equivalent of Vice President, or a substantially equivalent position of a Subsidiary.
If this Section 6(a) applies to the Grantees Retirement, the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall be treated as not having terminated for the number of years beginning on the effective date of the Retirement, or the remaining portion of the vesting period, whichever is applicable, in accordance with the following table based on the Grantees age and full years of Continuous Status as an Employee or Consultant or Non-Employee Director at the later of the Grant Date or the Companys fiscal year-end next preceding the effective date of the Retirement:
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Age |
Full Years of Continuous Status as an Employee or Consultant or Non-Employee Director |
|||||||
5 Years |
10 Years |
15 Years |
20 or More Years |
|||||
50 54 | None | None | 1 year | 2 years | ||||
55 57 | None | None | 2 years | Full vesting period | ||||
58 61 | None | 2 years | 3 years | Full vesting period | ||||
62 or Older | Full vesting period | Full vesting period | Full vesting period | Full vesting period |
Accordingly, upon such Retirement, Restricted Stock Units that otherwise would be forfeited because such Restricted Stock Units remain unvested (and not previously forfeited) at the effective date of the Retirement will not be forfeited if the Determination Date would have been reached had the Grantee remained in Continuous Status as an Employee or Consultant or Non-Employee Director for the additional period specified in the table above. Vesting of such Restricted Stock Units will remain subject to Section 2, and settlement of such Restricted Stock Units will remain subject to Section 4. Any portion of the Restricted Stock Units that could not potentially become vested under Section 2 assuming the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director as set forth in the above table will be forfeited upon Retirement. The death of the Grantee following Retirement or a Change in Control following Retirement shall not affect the application of this Section 6(a), although such events will trigger a settlement of the Restricted Stock Units not forfeited by operation of this Section 6(a) in accordance with Section 4.
(b) Death. In the event that the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates due to death at a time that the Grantees Restricted Stock Units have not yet vested, a pro rata portion of the Grantees Restricted Stock Units shall vest as follows: First, for purposes of Section 2, the Company shall determine the actual level of the Performance Goal achieved (such determination may be by means of a good faith estimate) as of the Companys fiscal quarter-end coincident with or next preceding the Grantees death (or, if the Grantees death occurs in the first fiscal quarter of the Performance Period, then the Companys fiscal quarter-end coincident with or next following the Grantees death) and calculating, on a preliminary basis, the resulting number of Restricted Stock Units that would have become vested (based on such calculation) as of the Determination Date. Second, a pro rata portion of that number of Restricted Stock Units will be calculated by multiplying that number by a fraction, the numerator of which is the number of months from the first day of the Performance Period through the date of death (rounding any partial month to the next whole month) and the denominator of which is 36. No fractional Shares shall be issued, and subject to the limitation under Section 2(b) on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. Any Restricted Stock Units that were unvested at the date of death and that exceed the pro rata portion of the Restricted Stock Units that become vested under this Section 6(b) shall be forfeited.
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(c) Disability. In the event that the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates due to Disability at a time that the Grantees Restricted Stock Units have not yet vested, a pro rata portion of the Grantees Restricted Stock Units shall remain outstanding and shall be eligible for future vesting based on the actual level of achievement in the Performance Period, provided, however, that non-forfeiture of such Restricted Stock Units will only apply if the Grantee executes the agreement, if any, required under Section 6(d). The pro rata portion shall be calculated by multiplying the number of Restricted Stock Units originally granted by a fraction, the numerator of which is the number of months from the first day of the Performance Period through the date of termination (rounding any partial month to the next whole month) and the denominator of which is 36. No fractional Shares shall be issued, and subject to the limitation under Section 2(b) on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. Vesting of such Restricted Stock Units will remain subject to Section 2, and settlement of such Restricted Stock Units will remain subject to Section 4. The death of the Grantee following a termination governed by this Section 6(c), or a Change in Control following such termination, shall not increase or decrease the number of Restricted Stock Units forfeited or not forfeited under this Section 6(c), although such events will trigger a settlement of the Restricted Stock Units not forfeited by operation of this Section 6(c) in accordance with Section 4. Any Restricted Stock Units that at any time after the date of a termination governed by this Section 6(c) exceed the pro rata portion of the Restricted Stock Units that remain outstanding and potentially subject to future vesting under this Section 6(c) shall be forfeited.
(d) Execution of Separation Agreement and Release. Unless otherwise determined by the Administrator, as a condition to the non-forfeiture of Restricted Stock Units upon Retirement under Section 6(a) or upon a termination due to Disability under Section 6(c), the Grantee shall be required to execute a separation agreement and release, in a form prescribed by the Administrator, setting forth covenants relating to noncompetition, nonsolicitation, nondisparagement, confidentiality and similar covenants for the protection of the Companys business, and releasing the Company from liability in connection with the Grantees termination. Such agreement shall provide for the forfeiture and/or clawback of the Restricted Stock Units subject to Section 6(a) or 6(c), and the Shares of Common Stock issued or issuable in settlement of the Restricted Stock Units, and related dividend equivalents and any other related rights, in the event of the Grantees failure to comply with the terms of such agreement. The Administrator will provide the form of such agreement to the Grantee at the date of termination, and the Grantee must execute and return such form within the period specified by law or, if no such period is specified, within 21 days after receipt of the form of agreement, and not revoke such agreement within any permitted revocation period (the end of these periods being the Agreement Effectiveness Deadline). If any Restricted Stock Units subject to Section 6(a) or 6(c) or related rights would be required to be settled before the Agreement Effectiveness Deadline, the settlement shall not be delayed pending the receipt and effectiveness of the agreement, but any such Restricted Stock Units or related rights settled before such receipt and effectiveness shall be subject to a clawback (repaying to the Company the Shares and cash paid upon settlement) in the event that the agreement is not received and effective and not revoked by the Agreement Effectiveness Deadline.
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7. Dividend Equivalents; Adjustments.
(a) Dividend Equivalents. During the period beginning on the Grant Date and ending on the date that Shares are issued in settlement of a Restricted Stock Unit, the Grantee will accrue dividend equivalents on Restricted Stock Units (including electively deferred 409A RSUs) equal to the cash dividend or distribution that would have been paid on the Restricted Stock Unit had the Restricted Stock Unit been an issued and outstanding Share of Common Stock on the record date for the dividend or distribution. Such accrued dividend equivalents (i) will vest and become payable upon the same terms and at the same time of settlement as the Restricted Stock Units to which they relate, and (ii) will be denominated and payable solely in cash. Dividend equivalent payments, at settlement, will be net of applicable federal, state, local and foreign income and social insurance withholding taxes (subject to Section 8).
(b) Adjustments. The number of Restricted Stock Units (including electively deferred 409A RSUs) credited to the Grantee, and each adjusted core earnings per share amount and Cumulative EPS amount specified for purposes of the Performance Goal, shall be subject to adjustment by the Company, in accordance with Section 13 of the Plan, in order to preserve without enlarging the Grantees rights with respect to such Restricted Stock Units. Any such adjustment shall be made taking into account any crediting of cash dividend equivalents to the Grantee under Section 7(a) in connection with such transaction or event. In the case of an extraordinary cash dividend, the Committee may determine to adjust Grantees Restricted Stock Units under this Section 7(b) in lieu of crediting cash dividend equivalents under Section 7(a). Restricted Stock Units credited to the Grantee as a result of an adjustment shall be subject to the same forfeiture and settlement terms as applied to the related Restricted Stock Units prior to the adjustment.
8. Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the Grantees employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantees participation in the Plan and legally applicable to the Grantee (Tax-Related Items), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantees responsibility and may exceed the amount actually withheld by the Company or any of its affiliates, if any. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantees liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
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Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(a) withholding from the Grantees wages or other cash compensation paid to the Grantee by the Company and/or its Subsidiaries; or
(b) withholding in Shares to be delivered upon settlement; or
(c) withholding from dividend equivalent payments (payable in cash) related to the Shares to be delivered at settlement.
To avoid negative accounting treatment, the Company and/or its Subsidiaries may withhold or account for Tax-Related Items by considering applicable withholding rates but not exceeding the maximum statutory withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares attributable to the awarded Restricted Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantees participation in the Plan.
Finally, the Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account for as a result of the Grantees participation in the Plan that are not satisfied by the means previously described. The Company may refuse to issue or deliver the Shares if the Grantee fails to comply with the Grantees obligations in connection with the Tax-Related Items.
9. Code Section 409A.
(a) General. Payments made pursuant to this Agreement are intended to be exempt from Section 409A of the Code or to otherwise comply with Section 409A of the Code. Accordingly, other provisions of the Plan or this Agreement notwithstanding, the provisions of this Section 9 will apply in order that the Restricted Stock Units, and related dividend equivalents and any other related rights, will be exempt from or otherwise comply with Code Section 409A. In addition, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all Restricted Stock Units, and related dividend equivalents and any other related rights, are exempt from or otherwise comply, and in operation comply, with Code Section 409A (including, without limitation, the avoidance of penalties thereunder). Other provisions of the Plan and this Agreement notwithstanding, the Company makes no representations that the Restricted Stock Units, and related dividend equivalents and any other related rights, will be exempt from or avoid any penalties that may apply under Code Section 409A, makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units and related dividend equivalents and any other related rights, and will not indemnify or provide a gross up payment to a Grantee (or his beneficiary) for any taxes, interest or penalties imposed under Code Section 409A. Other
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restrictions and limitations under any deferred compensation plan or general rules applicable to deferrals apply to electively deferred 409A RSUs and related dividend equivalents and, if those provisions apply and are compliant with Code Section 409A, they shall take precedence over inconsistent provisions of this Section 9.
(b) Restrictions on 409A RSUs. In the case of any 409A RSUs, the following restrictions will apply:
(i) Separation from Service. Any payment in settlement of the 409A RSUs that is triggered by a termination of Continuous Status as an Employee or Consultant or Non-Employee Director (or other termination of employment) hereunder will occur only if the Grantee has had a separation from service within the meaning of Treasury Regulation § 1.409A-1(h), with such separation from service treated as the termination for purposes of determining the timing of any settlement based on such termination.
(ii) Six-Month Delay Rule. The six-month delay rule will apply to 409A RSUs if these four conditions are met:
(A) the Grantee has a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h)) for a reason other than death;
(B) a payment in settlement is triggered by such separation from service; and
(C) the Grantee is a specified employee under Code Section 409A.
If it applies, the six-month delay rule will delay a settlement of 409A RSUs triggered by separation from service where the settlement otherwise would occur within six months after the separation from service, subject to the following:
(D) any delayed payment shall be made on the date six months and one day after separation from service;
(E) during the six-month delay period, accelerated settlement will be permitted in the event of the Grantees death and for no other reason (including no acceleration upon a Change in Control) except to the extent permitted under Code Section 409A; and
(F) any settlement that is not triggered by a separation from service, or is triggered by a separation from service but would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule.
(c) Other Compliance Provisions. The following provisions apply to Restricted Stock Units:
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(i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at or following a Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A.
(ii) The settlement of 409A RSUs may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs.
(iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2).
(iv) Any election to defer settlement of Restricted Stock Units must comply with the election timing rules under Code Section 409A.
(v) Any restriction imposed on 409A RSUs hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 409A RSU except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a deferral of compensation under Code Section 409A.
(vi) If any mandatory term required for 409A RSUs or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein.
(vii) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Date or other date triggering a right to settlement, the Grantee shall have no influence (other than permitted deferral elections) on any determination as to the tax year in which the settlement will be made.
(viii) In the case of any Restricted Stock Unit that is not a 409A RSU, if the circumstances arise constituting a Disability but termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability.
(ix) If the Company has a right of setoff that could apply to a 409A RSU, such right may only be exercised at the time the 409A RSU would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.
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10. Deferral. If permitted by the Administrator, the issuance of the Shares issuable with respect to the Restricted Stock Units may be deferred upon such terms and conditions as determined by the Administrator, subject to the Administrators determination that any such right of deferral or any term thereof complies with applicable laws or regulations in effect from time to time, including but not limited to Section 409A of the Code and the Employee Retirement Income Security Act of 1974, as amended. Shares issuable with respect to electively deferred 409A RSUs, and related dividend equivalents, shall remain subject to the terms and conditions of this Agreement, and for this purpose shall be considered rights related to the 409A RSUs, to the extent applicable and not otherwise superseded by any deferred compensation plan or general rules applicable to electively deferred 409A RSUs, until such 409A RSUs are settled and the Shares issued, including but not limited to Sections 5, 6(d), 7, 8, 9, 11, 12, 13, 14, 15 and 16 of this Agreement.
11. No Effect on Employment or Rights under the Plan. Nothing in the Plan or this Agreement shall confer upon the Grantee the right to continue in the employment of the Company or any Subsidiary or affect any right which the Company or any Subsidiary may have to terminate the employment of the Grantee regardless of the effect of such termination of employment on the rights of the Grantee under the Plan or this Agreement. If the Grantees employment is terminated for any reason whatsoever (and whether lawful or otherwise), he will not be entitled to claim any compensation for or in respect of any consequent diminution or extinction of his rights or benefits (actual or prospective) under this Agreement or any Award or otherwise in connection with the Plan. The rights and obligations of the Grantee under the terms of his employment with the Company or any Subsidiary will not be affected by his participation in the Plan or this Agreement, and neither the Plan nor this Agreement form part of any contract of employment between the Grantee and the Company or any Subsidiary. The granting of Awards under the Plan is entirely at the discretion of the Administrator, and the Grantee shall not in any circumstances have any right to be granted an Award.
12. Governing Laws. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.
13. Successors; Severability; Entire Agreement; Headings. This Agreement shall inure to the benefit of, and be binding upon, the Company and the Grantee and their heirs, legal representatives, successors and permitted assigns. In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein. Subject to the terms and conditions of the Plan, any rules adopted by the Company or the Administrator and applicable to this Agreement and the terms of any elective deferral of the Grantee applicable to the Restricted Stock Units, which are incorporated herein by reference, this Agreement expresses the entire understanding and agreement of the parties hereto with respect to such terms, restrictions and limitations. Section headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.
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14. Grantee Acknowledgements and Consents.
(a) Data Privacy. As communicated in Jabils Notice of Data Collection, Processing and Transfer of Employee Personal Data, as updated from time to time.
Data Collection and Usage. The Company collects, processes and uses personal data about the Grantee, including but not limited to, the Grantees name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards, rights or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in the Grantees favor, which the Company receives from the Grantee or the Grantees employer. In order for the Grantee to participate in the Plan, the Company will collect his or her personal data for purposes of allocating Shares and implementing, administering and managing the Plan. The Companys legal basis for the processing of the Grantees personal data is based on the necessity for Companys performance of its obligations under the Plan and pursuant to the Companys legitimate business interests. In those jurisdictions where the Grantees consent to the processing of the Grantees personal data is required, the Grantee expressly and explicitly consents to the collection, processing and transfer practices as described herein.
Stock Plan Administration and Service Providers. The Company may transfer the Grantees data to one or more third party stock plan service providers based in the United States (U.S.), which may assist the Company with the implementation, administration and management of the Plan. Such service provider(s) may open an account for the Grantee to receive and trade Shares. The Grantee may be asked to acknowledge, or agree to, separate terms and data processing practices with the service provider(s).
International Data Transfers. The Grantees personal data will be transferred from the Grantees country to the U.S., where the Company and its service providers are based. The Companys legal basis for the transfer of the Grantees data to the U.S. is the Grantees consent (where required) or the Companys participation in a privacy shield agreement and/or adequate agreements.
Data Retention. The Company will use the Grantees personal data only as long as necessary to implement, administer and manage the Grantees participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities laws. When the Company no longer needs the Grantees personal data, which will generally be seven (7) years after the Grantee participates in the Plan, the Company will remove it from its systems. If the Company keeps the data longer, it would be to satisfy legal or regulatory obligations and the Companys legal basis would be relevant laws or regulations.
Voluntariness and Consequences of Consent Denial or Withdraw. The Grantees participation in the Plan and his or her grant of consent, if required, if purely voluntary. The Grantee may reject participation in the Plan or withdraw the Grantees consent, if applicable, at any time. If the Grantee rejects participation in the Plan, does not consent, if applicable, or withdraws his or her consent, if applicable, the Grantee may be unable to participate in the Plan. This would not affect the Grantees existing employment or salary; instead, the Grantee merely may forfeit the opportunities associated with the Plan.
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Data Subject Rights. The Grantee understands that he or she may have a number of rights under data privacy laws in the Grantees jurisdiction. Depending on where the Grantee is based, such rights may include the right to (i) request access or copies of personal data processed by the Company, (ii) rectification of incorrect data, (iii) deletion of data, (iv) restrictions on processing of data, (v) portability of data, (vi) lodge complaints with competent authorities in the Grantees jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of the Grantees personal data. To receive clarification regarding these rights or to exercise these rights, the Grantee can contact his or her local human resources department.
(b) Voluntary Participation. The Grantees participation in the Plan is voluntary. The value of the Restricted Stock Units is an extraordinary item of compensation. Unless otherwise expressly provided in a separate agreement between the Grantee and the Company or a Subsidiary, the Restricted Stock Units are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
(c) Electronic Delivery and Acceptance. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE HEREBY CONSENTS TO ELECTRONIC DELIVERY OF THE PLAN, THE PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS RELATED TO THE PLAN (COLLECTIVELY, THE PLAN DOCUMENTS). THE COMPANY WILL DELIVER THE PLAN DOCUMENTS ELECTRONICALLY TO THE GRANTEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS INTRANET WEBSITE OR BY ANOTHER MODE OF ELECTRONIC DELIVERY AS DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE CONSENTS AND AGREES THAT SUCH PROCEDURES AND DELIVERY MAY BE EFFECTED BY A BROKER OR THIRD PARTY ENGAGED BY THE COMPANY TO PROVIDE ADMINISTRATIVE SERVICES RELATED TO THE PLAN. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE HEREBY CONSENTS TO ANY AND ALL PROCEDURES THE COMPANY HAS ESTABLISHED OR MAY ESTABLISH FOR ANY ELECTRONIC SIGNATURE SYSTEM FOR DELIVERY AND ACCEPTANCE OF ANY PLAN DOCUMENTS, INCLUDING THIS AGREEMENT, THAT THE COMPANY MAY ELECT TO DELIVER AND AGREES THAT HIS ELECTRONIC SIGNATURE IS THE SAME AS, AND WILL HAVE THE SAME FORCE AND EFFECT AS, HIS MANUAL SIGNATURE. THE COMPANY WILL SEND TO THE GRANTEE AN E-MAIL ANNOUNCEMENT WHEN THE PLAN DOCUMENTS ARE AVAILABLE ELECTRONICALLY FOR THE GRANTEES REVIEW, DOWNLOAD OR PRINTING AND WILL PROVIDE INSTRUCTIONS ON WHERE THE PLAN DOCUMENTS CAN BE FOUND. UNLESS OTHERWISE SPECIFIED IN WRITING BY THE COMPANY, THE GRANTEE WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS ELECTRONICALLY THROUGH THE COMPANYS COMPUTER NETWORK. THE GRANTEE WILL HAVE THE RIGHT TO RECEIVE PAPER COPIES OF
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ANY PLAN DOCUMENT BY SENDING A WRITTEN REQUEST FOR A PAPER COPY TO THE ADMINISTRATOR. THE GRANTEES CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS WILL BE VALID AND REMAIN EFFECTIVE UNTIL THE EARLIER OF (i) THE TERMINATION OF THE GRANTEES PARTICIPATION IN THE PLAN AND (ii) THE WITHDRAWAL OF THE GRANTEES CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE OF THE PLAN DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES THAT THE GRANTEE HAS THE RIGHT AT ANY TIME TO WITHDRAW HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE OF THE PLAN DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADMINISTRATOR. IF THE GRANTEE WITHDRAWS HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE, THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN DOCUMENTS WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE ACKNOWLEDGES THAT HE IS ABLE TO ACCESS, VIEW AND RETAIN AN E-MAIL ANNOUNCEMENT INFORMING THE GRANTEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION.
(d) Unfunded Plan. The Grantee acknowledges and agrees that any rights of the Grantee relating to the Grantees Restricted Stock Units and related dividend equivalents and any other related rights shall constitute bookkeeping entries on the books of the Company and shall not create in the Grantee any right to, or claim against, any specific assets of the Company or any Subsidiary, nor result in the creation of any trust or escrow account for the Grantee. With respect to the Grantees entitlement to any payment hereunder, the Grantee shall be a general creditor of the Company.
15. Additional Acknowledgements. By accepting this Agreement electronically, the Grantee and the Company agree that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Agreement. The Grantee has reviewed in its entirety the prospectus that summarizes the terms of the Plan and this Agreement, has had an opportunity to request a copy of the Plan in accordance with the procedure described in the prospectus, has had an opportunity to obtain the advice of counsel prior to electronically accepting this Agreement and fully understands all provisions of the Plan and this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement.
16. Country Appendix. Notwithstanding any provision of this Agreement to the contrary, this Restricted Stock Unit grant and any Shares issued pursuant to this Agreement shall be subject to the applicable terms and provisions as set forth in the Country Appendix attached hereto and incorporated herein, if any, for the Grantees country of residence (and country of employment or engagement as a Consultant, if different).
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Acceptance by the Grantee
By selecting the I accept box on the website of the Companys administrative agent, the Grantee acknowledges acceptance of, and consents to be bound by, the Plan and this Agreement and any other rules, agreements or other terms and conditions incorporated herein by reference.
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COUNTRY APPENDIX
ADDITIONAL TERMS AND CONDITIONS TO RESTRICTED STOCK UNIT AWARD
AGREEMENT
This Country Appendix (Appendix) includes the following additional terms and conditions that govern the Grantees Stock Award for all Grantees that reside and/or work outside of the United States and outside of the European Union.
Notifications
This Country Appendix also includes information regarding exchange controls and certain other issues of which the Grantee should be aware with respect to the Grantees participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of August 2019. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information in this Country Appendix as the only source of information relating to the consequences of the Grantees participation in the Plan because the information may be out of date at the time that the Restricted Stock Units vest, or Shares are delivered in settlement of the Restricted Stock Units, or the Grantee sells any Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Grantees particular situation, and none of the Company, its Subsidiaries, nor the Administrator is in a position to assure the Grantee of a particular result. Accordingly, the Grantee is advised to seek appropriate professional advice as to how the relevant laws in the Grantees country of residence and/or work may apply to the Grantees situation.
Finally, if the Grantee transfers employment after the Grant Date, or is considered a resident of another country for local law purposes following the Grant Date, the notifications contained herein may not be applicable to the Grantee, and the Administrator shall, in its discretion, determine to what extent the terms and conditions contained herein shall be applicable to the Grantee.
Terms and Conditions Applicable to All Non-U.S. Jurisdictions
English Language. The Grantee acknowledges and agrees that it is the Grantees express intent that this Agreement, the Plan and all other documents, rules, procedures, forms, notices and legal proceedings entered into, given or instituted pursuant to the Stock Award, be drawn up in English. The Grantee further acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Grantee to understand the terms and conditions of this Agreement, the Plan and any rules, procedures, forms or documents related to the Stock Award. If the Grantee has received this Agreement, the Plan or any other rules, procedures, forms or documents related to the Stock Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.
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Repatriation; Compliance with Laws. The Grantee agrees, as a condition of the grant of the Stock Award, to repatriate all payments attributable to the Award and/or cash acquired under the Plan (including, but not limited to, dividends, dividend equivalents, and any proceeds derived from the sale of the Shares acquired pursuant to the Agreement) in accordance with all foreign exchange rules and regulations applicable to the Grantee. The Company and the Administrator reserve the right to impose other requirements on the Grantees participation in the Plan, on the Restricted Stock Units and on any Shares acquired or cash payments made pursuant to the Agreement, to the extent the Company, its Subsidiaries or the Administrator determines it is necessary or advisable in order to comply with local law or to facilitate the administration of the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Finally, the Grantee agrees to take any and all actions as may be required to comply with the Grantees personal legal and tax obligations under all laws, rules and regulations applicable to the Grantee.
Commercial Relationship. The Grantee expressly recognizes that the Grantees participation in the Plan and the Companys Stock Award grant does not constitute an employment relationship between the Grantee and the Company. The Grantee has been granted Stock Awards as a consequence of the commercial relationship between the Company and the Companys Subsidiary that employs the Grantee, and the Companys Subsidiary that employs the Grantee is the Grantees sole employer. Based on the foregoing, the Grantee expressly recognizes that (a) the Plan and the benefits the Grantee may derive from participation in the Plan do not establish any rights between the Grantee and the Subsidiary that employs the Grantee, (b) the Plan and the benefits the Grantee may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by the Subsidiary that employs the Grantee, and (c) any modifications or amendments of the Plan by the Company or the Administrator, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of the Grantees employment with the Subsidiary that employs the Grantee.
Private Placement. The grant of the Stock Award is not intended to be a public offering of securities in the Grantees country of residence and/or employment but instead is intended to be a private placement. As a private placement, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Stock Award is not subject to the supervision of the local securities authorities.
Additional Acknowledgements. The GRANTEE also acknowledges and agrees to the following:
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The grant of the Stock Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Awards or benefits in lieu of the Stock Award even if Stock Awards have been granted repeatedly in the past. |
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The future value of the Shares and any related dividend equivalents is unknown and cannot be predicted with certainty. |
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No claim or entitlement to compensation or damages arises from the forfeiture of the Stock Award or any of the Restricted Stock Units or related dividend equivalents, the termination of the Plan, or the diminution in value of the Restricted Stock Units or Shares, and the Grantee irrevocably releases the Company, its Subsidiaries, the Administrator and their affiliates from any such claim that may arise. |
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None of the Company, its Subsidiaries, nor the Administrator is providing any tax, legal or financial advice or making any recommendations regarding the Grantees participation in the Plan, the grant, vesting or settlement of the Grantees Restricted Stock Units, or the Grantees acquisition or sale of the Shares delivered in settlement of the Restricted Stock Units. The Grantee is hereby advised to consult with his own personal tax, legal and financial advisors regarding his participation in the Plan before taking any action related to the Plan. |
Terms and Conditions Applicable to Canada
Settlement in Shares. Notwithstanding anything to the contrary in the Agreement, this Appendix or the Plan, the Stock Award shall be settled only in Shares of the Company (and may not be settled in cash).
Securities Law Information. The Grantee is permitted to sell Shares acquired through the Plan through the designated broker appointed under the Plan, if any, provided that the resale of such Shares takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed (i.e., the New York Stock Exchange).
Use of English Language. The Grantee acknowledges and agrees that it is the Grantees express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir souhaité expressément que la convention ainsi les notices et la documentation juridique fournis ou mis en uvre ou institués directement ou indirectement, relativement aux présentes, soient rédigés en anglais.
Tax Reporting Information. The Grantee is required to report any foreign specified property (including Shares acquired under the Plan) to the Canada Revenue Agency on Form T1135 (Foreign Income Verification Statement) if the total cost of the Grantees foreign specified property exceeds C$100,000 at any time in the year. The form must be filed by April 30th of the following year. Foreign specified property also includes unvested Restricted Stock Units (generally at nil cost) if the C$100,000 cost threshold is exceeded because of other foreign specified property. The Grantee should consult with his or her personal tax advisor to determine his or her reporting requirements.
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Termination of Employment. For purposes of the Stock Award, except as otherwise provided under applicable law, the date of the Grantees termination of employment shall be the date that is the earliest of (i) the date on which the Grantees employment is terminated, (ii) the date on which the Grantee receives notice of termination, or (iii) the date on which the Grantee is no longer actively providing services to the Company or any Subsidiary, regardless of any notice period or period of pay in lieu of such notice required under applicable employment laws in the jurisdiction where the Grantee is employed (including, but not limited to statutory law, regulatory law and/or common law) or the terms of the Grantees employment agreement, if any. The Company shall have the exclusive discretion to determine when the Grantee is no longer actively providing services for purposes of the Award (including whether the Grantee may still be considered to be providing services while on a leave of absence).
Data Privacy. The Grantee hereby authorizes the Company and the Companys representatives to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved in the administration and operation of the Plan. The Grantee further authorizes the Company and any Subsidiary to disclose and discuss the Plan with their advisors and to record all relevant information and keep such information in the Grantees employee file.
Terms and Conditions Applicable to China
Satisfaction of Regulatory Obligations. If the Grantee is a national of the Peoples Republic of China (PRC), this Restricted Stock Unit grant is subject to additional terms and conditions, as determined by the Company in its sole discretion, in order for the Company to obtain the applicable approvals from the PRC State Administration of Foreign Exchange (SAFE) to permit the operation of the Plan in accordance with applicable PRC exchange control laws and regulations.
Immediate Sale of Shares. If the Grantee is a PRC national, he or she may be required to immediately sell all Shares acquired upon vesting of the Restricted Stock Units (in which case, this Appendix shall give the Company the authority to issue sales instructions on the Grantees behalf). The Grantee agrees to sign any additional agreements, forms and/or consents that reasonably may be requested by the Company (or the Companys designated brokerage firm) to effectuate the sale of the Shares (including, without limitation, as to the transfer of the sale proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters. The Grantee acknowledges that neither the Company nor the designated brokerage firm is under any obligation to arrange for such sale of Shares at any particular price (it being understood that the sale will occur in the market) and that brokers fees and similar expenses may be incurred in any such sale. In any event, when the Shares are sold, the sale proceeds, less any tax withholding, any brokers fees or commissions, and any similar expenses of the sale will be remitted to the Grantee in accordance with applicable exchange control laws and regulations.
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Exchange Control Restrictions. The Grantee understands and agrees that, if the Grantee is subject to exchange control laws in China, the Grantee will be required immediately to repatriate to China the proceeds from the sale of any Shares acquired under the Plan. The Grantee further understands that such repatriation of proceeds may need to be effected through a special bank account established by the Company in China, and he or she hereby consents and agrees that proceeds from the sale of Shares acquired under the Plan may be transferred to such account by the Company on his or her behalf prior to being delivered to the Grantee and that no interest shall be paid with respect to funds held in such account. The proceeds may be paid to the Grantee in U.S. dollars or local currency at the Companys discretion. If the proceeds are paid in U.S. dollars, the Grantee understands that a U.S. dollar bank account in China must be established and maintained so that the proceeds may be deposited into such account. If the proceeds are paid in local currency, the Grantee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. The Grantee agrees to bear any currency fluctuation risk between the time the Shares are sold and the net proceeds are converted into local currency and distributed to the Grantee. The Grantee further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.
Administration. The Company shall not be liable for any costs, fees, lost interest or dividends or other losses the Grantee may incur or suffer resulting from the enforcement of the terms of this Appendix or otherwise from the Companys operation and enforcement of the Plan, the Agreement and the Stock Award in accordance with Chinese law including, without limitation, any applicable SAFE rules, regulations and requirements.
Notifications Applicable to Hong Kong
Settlement in Shares. Notwithstanding anything to the contrary in the Agreement, Appendix or the Plan, the Stock Award shall be settled only in Shares of the Company (and may not be settled in cash).
IMPORTANT NOTICE. WARNING: The Agreement, the Plan and all other materials pertaining to the Plan have not been reviewed by any regulatory authority in Hong Kong. The Grantee understands that the Grantee is hereby advised to exercise caution in relation to the offering thereunder and that if the Grantee has any doubts about any of the contents of the aforementioned materials, the Grantee should obtain independent professional advice.
Terms and Conditions Applicable to Israel
Immediate Sale of Shares. Notwithstanding anything to the contrary in the Agreement, the Grantee may be required to immediately sell all Shares acquired upon vesting of the Restricted Stock Units (in which case, this Appendix shall give the Company the authority to issue sales instructions on the Grantees behalf). The Grantee agrees to sign any additional agreements, forms and/or consents that reasonably may be requested by the Company (or the Companys designated brokerage firm) to effectuate the sale of the Shares (including, without limitation, as to the transfer of the sale proceeds) and shall otherwise cooperate with the Company with respect to such matters. The Grantee acknowledges that neither the Company nor the designated brokerage firm is under
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any obligation to arrange for such sale of Shares at any particular price (it being understood that the sale will occur in the market) and that brokers fees and similar expenses may be incurred in any such sale. In any event, when the Shares are sold, the sale proceeds, less any tax withholding, any brokers fees or commissions, and any similar expenses of the sale will be remitted to the Grantee.
Securities Law Information. The grant of the Restricted Stock Units does not constitute a public offering under the Securities Law, 1968.
Notifications Applicable to Malaysia
Director Reporting Requirement. If the Grantee is a director of the local affiliate in Malaysia, the Grantee has an obligation to notify the local affiliate in Malaysia in writing: (i) when the Grantee is granted a Stock Award under the Plan, (ii) when the Grantees Restricted Stock Units are settled and the Grantee receives Shares, (iii) when Shares are sold or (iv) when there is an event giving rise to a change with respect to the Grantees interest in the Company. The Grantee must provide this notification within 14 days of the date the interest is acquired or disposed of or the occurrence of the event giving rise to the change to enable the local affiliate in Malaysia to comply with the relevant requirements of the Malaysian authorities. The Malaysian Companies Act prescribes criminal penalties for directors who fail to provide such notice.
Notifications Applicable to Mexico
Commercial Relationship. The Grantee expressly acknowledges that the Grantees participation in the Plan and the Companys grant of the Stock Award does not constitute an employment relationship between the Grantee and the Company. The Grantee has been granted the Stock Award as a consequence of the commercial relationship between the Company and the Subsidiary in Mexico that employs the Grantee, and the Companys Subsidiary in Mexico that employs is the Grantees sole employer. Based on the foregoing: (a) the Grantee expressly acknowledges that the Plan and the benefits derived from participation in the Plan do not establish any rights between the Grantee and the Subsidiary in Mexico that employs the Grantee; (b) the Plan and the benefits derived from participation in the Plan are not part of the employment conditions and/or benefits provided by the Subsidiary in Mexico that employs the Grantee; and (c) any modifications or amendments of the Plan or benefits granted thereunder by the Company, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of the Grantees employment with the Subsidiary in Mexico that employs the Grantee.
Extraordinary Item of Compensation. The Grantee expressly recognizes and acknowledges that the Grantees participation in the Plan is a result of the discretionary and unilateral decision of the Company, as well as the Grantees free and voluntary decision to participate in the Plan in accordance with the terms and conditions of the Plan, the Agreement and this Appendix. As such, the Grantee acknowledges and agrees that the Company, in its sole discretion, may amend and/or discontinue the Grantees participation in the Plan at any time and without any liability. The value of the Restricted Stock Units is an extraordinary item of compensation outside the scope of the Grantees employment contract, if any. The Restricted Stock Units are not part of the Grantees
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regular or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or any similar payments, which are the exclusive obligations of the Companys Subsidiary in Mexico that employs the Grantee.
Notifications Applicable to Singapore
Chief Executive Officer and Director Notification Obligation. The Grantee acknowledges that if he / she is the Chief Executive Office (CEO) or a a director or shadow director of a Subsidiary in Singapore, the Grantee is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Subsidiary in Singapore in writing when the Grantee receives an interest (e.g., Restricted Stock Units, Shares) in the Company. In addition, the Grantee acknowledges that he / she must notify the Subsidiary in Singapore when he / she sells Shares. These notifications must be made within two days of acquiring or disposing of an interest in the Company. In addition, the Grantee acknowledges that he / she must make a notification of the Grantees interest in the Company within two days of becoming the CEO or a director.
Securities Law Information. The Restricted Stock Unit are being granted to grantees pursuant to the Qualifying Person exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (SFA). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Grantee should note that the Restricted Stock Units are subject to section 257 of the SFA and the Grantee will not be able to make (i) any subsequent sale of the Shares in Singapore or (ii) any offer of such subsequent sale of Shares subject to the Restricted Stock Units in Singapore, unless such sale or offer is made pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA.
Notifications Applicable to Switzerland
Securities Law Information. The Restricted Stock Units are not intended to be publicly offered in or from Switzerland. Because the offer of the Restricted Stock Units is considered a private offering, it is not subject to registration in Switzerland. Neither this document nor any other materials relating to the Restricted Stock Units (a) constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, (b) may be publicly distributed or otherwise made publicly available in Switzerland or (c) has been or will be filed with, approved or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority (FINMA)).
Notifications Applicable to Taiwan
Securities Law Information. The offer to participate in the Plan is available only for employees of the Company and its Subsidiaries. The offer to participate in the Plan is not a public offer of securities by a Taiwanese company. Therefore, it is not subject to registration in Taiwan.
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Exhibit 10.3
JABIL INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
(PBRSU TSR - ONEU)
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the Agreement) is made as of October 17, 2019 (the Grant Date) between JABIL INC. a Delaware corporation (the Company) and ______________ (the Grantee).
Background Information
A. The Board of Directors (the Board) and stockholders of the Company previously adopted the Jabil Circuit, Inc. 2011 Stock Award and Incentive Plan (the Plan).
B. Section 8 of the Plan provides that the Administrator shall have the discretion and right to grant Stock Awards, including Stock Awards denominated in units representing rights to receive shares, to any Employees or Consultants or Non-Employee Directors, subject to the terms and conditions of the Plan and any additional terms provided by the Administrator. The Administrator has made a Stock Award grant denominated in units to the Grantee as of the Grant Date pursuant to the terms of the Plan and this Agreement.
C. The Grantee desires to accept the Stock Award grant and agrees to be bound by the terms and conditions of the Plan and this Agreement.
D. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
Agreement
1. Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee _____ restricted stock units (the Restricted Stock Units) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Companys policies regulating trading by Employees and Consultants, including any applicable blackout or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or clawback policy of the Company, regardless of whether
such recoupment or clawback policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantees rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.
2. Vesting.
(a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantees rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantees interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the Performance Goal), subject to Section 3. The Performance Goal shall be based upon a comparison of the Companys total shareholder return, as defined below (TSR), to the TSR of each company (other than the Company) that comprises the S&P Supercomposite Technology Hardware and Equipment Index (the Index) during the period beginning September 1, 2019 and ending on August 31, 2022 (the Performance Period), provided that only the companies that comprise the Index as of the first day of the Performance Period shall be considered and any such company shall be deemed to have a TSR of negative 100 percent upon (i) the institution by or against such company of an insolvency, receivership or bankruptcy proceeding under the United States Bankruptcy Code, 11 U.S.C. §§ 101-1532, or foreign insolvency regime, (ii) such company making an assignment for the benefit of creditors, or (iii) such companys dissolution or ceasing to do business. The TSR for the Performance Period shall be measured at the end of the Performance Period. For purposes of this Agreement, TSR means the percentage rate of return, which can be positive or negative, from the Beginning Stock Price (as defined below) to the Closing Stock Price (as defined below) of the Common Shares of the Company and the common shares of beneficial interest issued by the relevant company in the Index, as applicable, assuming reinvestment of all dividends and other distributions paid during the Performance Period. For purposes of the preceding sentence, the Beginning Stock Price of the Common Shares of the Company and of the common shares of beneficial interest issued by the relevant company in the Index, as applicable, means the average stock price for the 90-day period ending 60 days after the first day of the Performance Period. The Closing Stock Price of the Common Shares of the Company and of the common shares of beneficial interest issued by the relevant company in the Index, as applicable, means the average stock price for the 90-day period ending 30 days after the last day of the Performance Period.
(b) The portion of the Grantees rights and interest in the Restricted Stock Units, if any, that becomes vested and nonforfeitable on the Determination Date (as defined below) shall be determined in accordance with the following schedule, using linear interpolation, as determined by the Compensation Committee of the Board (the Committee):
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Company TSR relative to the TSR of the companies in the Index |
Percentage of
Units/Shares Vested |
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25th percentile or below |
0 | % | ||
Median |
100 | % | ||
75th percentile and above |
200 | % |
The continuous percentile rank calculation methodology shall be used for purposes of the preceding schedule; the Company shall be excluded in determining the percentile rank of the other companies in the Index, and the Companys percentile rank shall be calculated by using linear interpolation between the percentile ranks of the other companies in the Index.
Notwithstanding the preceding schedule, if the Companys TSR for the Performance Period is a negative number, but exceeds the Median percentile of the companies in the Index, then the percentage of the Restricted Stock Units determined in accordance with the preceding schedule shall be limited to 100%.
No fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 200 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share.
(c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the determination that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (Determination Date). The Committee shall make this determination, provided that, for any Grantee who is not an officer of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be made by such Grantees divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an Authorized Officer). The Committees or such Authorized Officers good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal.
3. Change in Control. In the event of a Change in Control, any portion of the Restricted Stock Units that is not yet vested on the date such Change in Control is determined to have occurred:
(a) shall become fully vested on the first anniversary of the date of such Change in Control (the Change in Control Anniversary) if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director does not terminate prior to the Change in Control Anniversary;
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(b) shall become fully vested on the Date of Termination if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company without Cause or resignation by the Grantee for Good Reason; or
(c) shall not become fully vested if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company for Cause or resignation by the Grantee without Good Reason, but only to the extent such Restricted Stock Units have not previously become vested.
For purposes of this Agreement, the references to fully vested refer to vesting of the number of Restricted Stock Units that would vest upon achievement of the maximum level of achievement of the Performance Goal under Section 2. This Section 3 shall supersede the standard vesting provision contained in Section 2 of this Agreement only to the extent that it results in accelerated vesting of the Restricted Stock Units, and it shall not result in a delay of any vesting or non-vesting of any Restricted Stock Units that otherwise would occur during the Performance Period under the terms of the standard vesting provision contained in Section 2 of this Agreement.
For purposes of this Section 3, the following definitions shall apply:
(d) Cause means:
(i) The Grantees conviction of a crime involving fraud or dishonesty; or
(ii) The Grantees continued willful or reckless material misconduct in the performance of the Grantees duties after receipt of written notice from the Company concerning such misconduct;
provided, however, that for purposes of Section 3(d)(ii), Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Grantee in good faith to have been in or not opposed to the interest of the Company (without intent of the Grantee to gain, directly or indirectly, a profit to which the Grantee was not legally entitled).
(e) Good Reason means:
(i) The assignment to the Grantee of any duties adverse to the Grantee and materially inconsistent with the Grantees position (including status, titles and reporting requirement), authority, duties or responsibilities, or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action that is not taken in bad faith;
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(ii) Any material reduction in the Grantees compensation; or
(iii) Change in location of the Grantees assigned office of more than 35 miles without prior consent of the Grantee.
The Grantees resignation will not constitute a resignation for Good Reason unless the Grantee first provides written notice to the Company of the existence of the Good Reason within 90 days following the effective date of the occurrence of the Good Reason, and the Good Reason remains uncorrected by the Company for more than 30 days following receipt of such written notice of the Good Reason from the Grantee to the Company, and the effective date of the Grantees resignation is within one year following the effective date of the occurrence of the Good Reason.
4. Timing and Manner of Settlement of Restricted Stock Units.
(a) Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c)), such Restricted Stock Units will be settled at a date that is as prompt as practicable after the Determination Date but in no event later than two and one-half (2-1/2) months after the Determination Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as Prompt Settlement). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows:
(i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows:
(A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantees death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Companys fiscal year in which death occurred; and
(B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b).
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(ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (409A RSUs) will be settled as follows:
(A) 409A RSUs that become vested in accordance with Section 6(b) (due to the Grantees death) will be settled on the 30th day after the date of the Grantees death;
(B) 409A RSUs that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a 409A Change in Control), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such 409A RSUs will be settled in a Prompt Settlement following the earliest of the Determination Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and
(C) 409A RSUs that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).
(b) Manner of Settlement. The Company may make delivery of shares of Common Stock in settlement of Restricted Stock Units by either delivering one or more certificates representing such Shares to the Grantee (or his beneficiary in the event of death), registered in the name of the Grantee (and any joint name, if so directed by the Grantee), or by depositing such Shares into a stock brokerage account maintained for the Grantee (or of which the Grantee is a joint owner, with the consent of the Grantee). In no event will the Company issue fractional Shares.
(c) Effect of Settlement. Neither the Grantee nor any of the Grantees successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units that have been paid and settled. Although a settlement date or range of dates for settlement are specified above in order to comply with Code Section 409A, the Company retains discretion to determine the settlement date, and no Grantee or beneficiary of a Grantee shall have any claim for damages or loss by virtue of the fact that the market price of Common Stock was higher on a given date upon which settlement could have been made as compared to the market price on or after the actual settlement date (any claim relating to settlement will be limited to a claim for delivery of Shares and related dividend equivalents).
5. Restrictions on Transfer. The Grantee shall not have the right to make or permit to occur any transfer, assignment, pledge, hypothecation or encumbrance of all or any portion of the Restricted Stock Units, related rights to dividend equivalents or any other rights relating thereto, whether outright or as security, with or without consideration, voluntary or involuntary, and the
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Restricted Stock Units, related rights to dividend equivalents and other rights relating thereto, shall not be subject to execution, attachment, lien, or similar process; provided, however, the Grantee will be entitled to designate a beneficiary or beneficiaries to receive any settlement in respect of the Restricted Stock Units upon the death of the Grantee, in the manner and to the extent permitted by the Administrator. Any purported transfer or other transaction not permitted under this Section 5 shall be deemed null and void.
6. Forfeiture. Except as may be otherwise provided in this Section 6, the Grantee shall forfeit all of his rights and interest in the Restricted Stock Units and related dividend equivalents if his Continuous Status as an Employee or Consultant or Non-Employee Director terminates for any reason before the Restricted Stock Units become vested in accordance with Section 2 or Section 3 of this Agreement.
(a) Retirement. In the event of the Grantees Retirement in accordance with the terms and conditions set forth in this Section 6(a), the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall be treated as not having terminated for a number of years determined in accordance with this Section 6(a) for purposes of application of the vesting provisions of this Agreement. For purposes of this Section 6(a), Retirement means termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director after the earliest of:
(i) The Grant Date or the end of the Company fiscal year in the Performance Period at which the Grantee has attained age fifty (50) and completed fifteen (15) Full Years of Continuous Status as an Employee or Consultant or Non-Employee Director;
(ii) The Grant Date or the end of the Company fiscal year in the Performance Period at which the Grantee has attained age fifty-eight (58) and completed ten (10) Full Years of Continuous Status as an Employee or Consultant or Non-Employee Director; or
(iii) The Grant Date or the end of the Company fiscal year in the Performance Period at which the Grantee has attained age sixty-two (62) and completed five (5) Full Years of Continuous Status as an Employee or Consultant or Non-Employee Director.
For purposes of this Section 6(a), Full Year means a twelve-month period beginning on the date of the Grantees commencement of service for the Company or a Subsidiary and each anniversary thereof. Except as otherwise provided in this Section 6(a), the time period of Continuous Status as an Employee or Consultant or Non-Employee Director for a Grantee whose service with the Company or a Subsidiary terminates and who subsequently returns to service with the Company or a Subsidiary shall include all time periods of the Grantees service for the Company or a Subsidiary for purposes of this Section 6(a). This Section 6(a) will only apply to a Retirement if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director does not terminate due to Cause as defined in this Agreement. In addition, this Section 6(a) will only apply to a Retirement if the Grantee executes the agreement, if any, required under Section 6(d). For a Grantee who became an Employee or Consultant or Non-Employee Director
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of the Company or a Subsidiary following the acquisition of his or her employer by the Company or a Subsidiary, service with the acquired employer shall not count toward the number of years of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director for purposes of this Section 6(a), and Continuous Status as an Employee or Consultant or Non-Employee Director shall be measured from the commencement of the Grantees service for the Company or a Subsidiary following such acquisition. For purposes of this Section 6(a), the number of years of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall also include service with Jabil Circuit Co., a Michigan corporation and predecessor to the Company, and any Predecessor Subsidiary. For purposes of this Section 6(a), Predecessor Subsidiary means a company of which not less than fifty percent (50%) of the voting shares were held by Jabil Circuit Co. or a Predecessor Subsidiary. For purposes of this Section 6(a), for a Grantee who subsequent to the Grant Date performs service for the Company or a Subsidiary in a role as an employee of the Company or a Subsidiary that no longer includes being a state law officer of the Company or an employee of the Company with a title that is at least the equivalent of Vice President, or a substantially equivalent position of a Subsidiary (Subsequent Non-Officer Service), the time period of such Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall not include the time period of any such Subsequent Non-Officer Service, but shall include any time period during which such Grantee subsequently resumes service for the Company or a Subsidiary in a role as an employee of the Company or a Subsidiary that includes being a state law officer of the Company or an employee of the Company with a title that is at least the equivalent of Vice President, or a substantially equivalent position of a Subsidiary.
If this Section 6(a) applies to the Grantees Retirement, the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall be treated as not having terminated for the number of years beginning on the effective date of the Retirement, or the remaining portion of the vesting period, whichever is applicable, in accordance with the following table based on the Grantees age and full years of Continuous Status as an Employee or Consultant or Non-Employee Director at the later of the Grant Date or the Companys fiscal year-end next preceding the effective date of the Retirement:
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Accordingly, upon such Retirement, Restricted Stock Units that otherwise would be forfeited because such Restricted Stock Units remain unvested (and not previously forfeited) at the effective date of the Retirement will not be forfeited if the Determination Date would have been reached had the Grantee remained in Continuous Status as an Employee or Consultant or Non-Employee Director for the additional period specified in the table above. Vesting of such Restricted Stock Units will remain subject to Section 2, and settlement of such Restricted Stock Units will remain subject to Section 4. Any portion of the Restricted Stock Units that could not potentially become vested under Section 2 assuming the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director as set forth in the above table will be forfeited upon Retirement. The death of the Grantee following Retirement or a Change in Control following Retirement shall not affect the application of this Section 6(a), although such events will trigger a settlement of the Restricted Stock Units not forfeited by operation of this Section 6(a) in accordance with Section 4.
(b) Death. In the event that the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates due to death at a time that the Grantees Restricted Stock Units have not yet vested, a pro rata portion of the Grantees Restricted Stock Units shall vest as follows: First, for purposes of Section 2, the Company shall determine the actual level of the Performance Goal achieved (such determination may be by means of a good faith estimate) as of the Companys fiscal quarter-end coincident with or next preceding the Grantees death (or, if the Grantees death occurs in the first fiscal quarter of the Performance Period, then the Companys fiscal quarter-end coincident with or next following the Grantees death) and calculating, on a preliminary basis, the resulting number of Restricted Stock Units that would have become vested (based on such calculation) as of the Determination Date. Second, a pro rata portion of that number of Restricted Stock Units will be calculated by multiplying that number by a fraction, the numerator of which is the number of months from the first day of the Performance Period through the date of death (rounding any partial month to the next whole month) and the denominator of which is 36. No fractional Shares shall be issued, and subject to the limitation under Section 2(b) on the number of related Shares available under this Agreement, any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. Any Restricted Stock Units that were unvested at the date of death and that exceed the pro rata portion of the Restricted Stock Units that become vested under this Section 6(b) shall be forfeited.
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(c) Disability. In the event that the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates due to Disability at a time that the Grantees Restricted Stock Units have not yet vested, a pro rata portion of the Grantees Restricted Stock Units shall remain outstanding and shall be eligible for future vesting based on the actual level of achievement in the Performance Period, provided, however, that non-forfeiture of such Restricted Stock Units will only apply if the Grantee executes the agreement, if any, required under Section 6(d). The pro rata portion shall be calculated by multiplying the number of Restricted Stock Units originally granted by a fraction, the numerator of which is the number of months from the first day of the Performance Period through the date of termination (rounding any partial month to the next whole month) and the denominator of which is 36. No fractional Shares shall be issued, and subject to the limitation under Section 2(b) on the number of related Shares available under this Agreement, any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. Vesting of such Restricted Stock Units will remain subject to Section 2, and settlement of such Restricted Stock Units will remain subject to Section 4. The death of the Grantee following a termination governed by this Section 6(c), or a Change in Control following such termination, shall not increase or decrease the number of Restricted Stock Units forfeited or not forfeited under this Section 6(c), although such events will trigger a settlement of the Restricted Stock Units not forfeited by operation of this Section 6(c) in accordance with Section 4. Any Restricted Stock Units that at any time after the date of a termination governed by this Section 6(c) exceed the pro rata portion of the Restricted Stock Units that remain outstanding and potentially subject to future vesting under this Section 6(c) shall be forfeited.
(d) Execution of Separation Agreement and Release. Unless otherwise determined by the Administrator, as a condition to the non-forfeiture of Restricted Stock Units upon Retirement under Section 6(a) or upon a termination due to Disability under Section 6(c), the Grantee shall be required to execute a separation agreement and release, in a form prescribed by the Administrator, setting forth covenants relating to noncompetition, nonsolicitation, nondisparagement, confidentiality and similar covenants for the protection of the Companys business, and releasing the Company from liability in connection with the Grantees termination. Such agreement shall provide for the forfeiture and/or clawback of the Restricted Stock Units subject to Section 6(a) or 6(c), and the Shares of Common Stock issued or issuable in settlement of the Restricted Stock Units, and related dividend equivalents and any other related rights, in the event of the Grantees failure to comply with the terms of such agreement. The Administrator will provide the form of such agreement to the Grantee at the date of termination, and the Grantee must execute and return such form within the period specified by law or, if no such period is specified, within 21 days after receipt of the form of agreement, and not revoke such agreement within any permitted revocation period (the end of these periods being the Agreement Effectiveness Deadline). If any Restricted Stock Units subject to Section 6(a) or 6(c) or related rights would be required to be settled before the Agreement Effectiveness Deadline, the settlement shall not be delayed pending the receipt and effectiveness of the agreement, but any such Restricted Stock Units or related rights settled before such receipt and effectiveness shall be subject to a clawback (repaying to the Company the Shares and cash paid upon settlement) in the event that the agreement is not received and effective and not revoked by the Agreement Effectiveness Deadline.
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7. Dividend Equivalents; Adjustments.
(a) Dividend Equivalents. During the period beginning on the Grant Date and ending on the date that Shares are issued in settlement of a Restricted Stock Unit, the Grantee will accrue dividend equivalents on Restricted Stock Units (including electively deferred 409A RSUs) equal to the cash dividend or distribution that would have been paid on the Restricted Stock Unit had the Restricted Stock Unit been an issued and outstanding Share of Common Stock on the record date for the dividend or distribution. Such accrued dividend equivalents (i) will vest and become payable upon the same terms and at the same time of settlement as the Restricted Stock Units to which they relate, and (ii) will be denominated and payable solely in cash. Dividend equivalent payments, at settlement, will be net of applicable federal, state, local and foreign income and social insurance withholding taxes (subject to Section 8).
(b) Adjustments. The number of Restricted Stock Units (including electively deferred 409A RSUs) credited to the Grantee shall be subject to adjustment by the Company, in accordance with Section 13 of the Plan, in order to preserve without enlarging the Grantees rights with respect to such Restricted Stock Units. Any such adjustment shall be made taking into account any crediting of cash dividend equivalents to the Grantee under Section 7(a) in connection with such transaction or event. In the case of an extraordinary cash dividend, the Committee may determine to adjust the Grantees Restricted Stock Units under this Section 7(b) in lieu of crediting cash dividend equivalents under Section 7(a). Restricted Stock Units credited to the Grantee as a result of an adjustment shall be subject to the same forfeiture and settlement terms as applied to the related Restricted Stock Units prior to the adjustment.
8. Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the Grantees employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantees participation in the Plan and legally applicable to the Grantee (Tax-Related Items), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantees responsibility and may exceed the amount actually withheld by the Company or any of its affiliates, if any. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantees liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(a) withholding from the Grantees wages or other cash compensation paid to the Grantee by the Company and/or its Subsidiaries; or
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(b) withholding in Shares to be delivered upon settlement; or
(c) withholding from dividend equivalent payments (payable in cash) related to the Shares to be delivered at settlement.
To avoid negative accounting treatment, the Company and/or its Subsidiaries may withhold or account for Tax-Related Items by considering applicable withholding rates but not exceeding the maximum statutory withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares attributable to the awarded Restricted Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantees participation in the Plan.
Finally, the Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account for as a result of the Grantees participation in the Plan that are not satisfied by the means previously described. The Company may refuse to issue or deliver the Shares if the Grantee fails to comply with the Grantees obligations in connection with the Tax-Related Items.
9. Code Section 409A.
(a) General. Payments made pursuant to this Agreement are intended to be exempt from Section 409A of the Code or to otherwise comply with Section 409A of the Code. Accordingly, other provisions of the Plan or this Agreement notwithstanding, the provisions of this Section 9 will apply in order that the Restricted Stock Units, and related dividend equivalents and any other related rights, will be exempt from or otherwise comply with Code Section 409A. In addition, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all Restricted Stock Units, and related dividend equivalents and any other related rights, are exempt from or otherwise comply, and in operation comply, with Code Section 409A (including, without limitation, the avoidance of penalties thereunder). Other provisions of the Plan and this Agreement notwithstanding, the Company makes no representations that the Restricted Stock Units, and related dividend equivalents and any other related rights, will be exempt from or avoid any penalties that may apply under Code Section 409A, makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units and related dividend equivalents and any other related rights, and will not indemnify or provide a gross up payment to a Grantee (or his beneficiary) for any taxes, interest or penalties imposed under Code Section 409A. Other restrictions and limitations under any deferred compensation plan or general rules applicable to deferrals apply to electively deferred 409A RSUs and related dividend equivalents and, if those provisions apply and are compliant with Code Section 409A, they shall take precedence over inconsistent provisions of this Section 9.
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(b) Restrictions on 409A RSUs. In the case of any 409A RSUs, the following restrictions will apply:
(i) Separation from Service. Any payment in settlement of the 409A RSUs that is triggered by a termination of Continuous Status as an Employee or Consultant or Non-Employee Director (or other termination of employment) hereunder will occur only if the Grantee has had a separation from service within the meaning of Treasury Regulation § 1.409A-1(h), with such separation from service treated as the termination for purposes of determining the timing of any settlement based on such termination.
(ii) Six-Month Delay Rule. The six-month delay rule will apply to 409A RSUs if these four conditions are met:
(A) the Grantee has a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h)) for a reason other than death;
(B) a payment in settlement is triggered by such separation from service; and
(C) the Grantee is a specified employee under Code Section 409A.
If it applies, the six-month delay rule will delay a settlement of 409A RSUs triggered by separation from service where the settlement otherwise would occur within six months after the separation from service, subject to the following:
(D) any delayed payment shall be made on the date six months and one day after separation from service;
(E) during the six-month delay period, accelerated settlement will be permitted in the event of the Grantees death and for no other reason (including no acceleration upon a Change in Control) except to the extent permitted under Code Section 409A; and
(F) any settlement that is not triggered by a separation from service, or is triggered by a separation from service but would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule.
(c) Other Compliance Provisions. The following provisions apply to Restricted Stock Units:
(i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at or following a Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A.
(ii) The settlement of 409A RSUs may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantees Continuous Status as an Employee or Consultant or
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Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs.
(iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2).
(iv) Any restriction imposed on 409A RSUs hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 409A RSU except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a deferral of compensation under Code Section 409A.
(v) If any mandatory term required for 409A RSUs or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein.
(vi) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Date or other date triggering a right to settlement, the Grantee shall have no influence (other than permitted deferral elections) on any determination as to the tax year in which the settlement will be made.
(vii) In the case of any Restricted Stock Unit that is not a 409A RSU, if the circumstances arise constituting a Disability but termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability.
(viii) If the Company has a right of setoff that could apply to a 409A RSU, such right may only be exercised at the time the 409A RSU would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.
(ix) Any election to defer settlement of Restricted Stock Units must comply with the election timing rules under Code Section 409A.
10. Deferral. If permitted by the Administrator, the issuance of the Shares issuable with respect to the Restricted Stock Units may be deferred upon such terms and conditions as determined by the Administrator, subject to the Administrators determination that any such right of deferral or any term thereof complies with applicable laws or regulations in effect from time to time, including but not limited to Section 409A of the Code and the Employee Retirement Income Security Act of 1974, as amended. Shares issuable with respect to electively deferred 409A RSUs, and related dividend equivalents, shall remain subject to the terms and conditions of this
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Agreement, and for this purpose shall be considered rights related to the 409A RSUs, to the extent applicable and not otherwise superseded by any deferred compensation plan or general rules applicable to electively deferred 409A RSUs, until such 409A RSUs are settled and the Shares issued, including but not limited to Sections 5, 6(d), 7, 8, 9, 11, 12, 13, 14, 15 and 16 of this Agreement.
11. No Effect on Employment or Rights under the Plan. Nothing in the Plan or this Agreement shall confer upon the Grantee the right to continue in the employment of the Company or any Subsidiary or affect any right which the Company or any Subsidiary may have to terminate the employment of the Grantee regardless of the effect of such termination of employment on the rights of the Grantee under the Plan or this Agreement. If the Grantees employment is terminated for any reason whatsoever (and whether lawful or otherwise), he will not be entitled to claim any compensation for or in respect of any consequent diminution or extinction of his rights or benefits (actual or prospective) under this Agreement or any Award or otherwise in connection with the Plan. The rights and obligations of the Grantee under the terms of his employment with the Company or any Subsidiary will not be affected by his participation in the Plan or this Agreement, and neither the Plan nor this Agreement form part of any contract of employment between the Grantee and the Company or any Subsidiary. The granting of Awards under the Plan is entirely at the discretion of the Administrator, and the Grantee shall not in any circumstances have any right to be granted an Award.
12. Governing Laws. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.
13. Successors; Severability; Entire Agreement; Headings. This Agreement shall inure to the benefit of, and be binding upon, the Company and the Grantee and their heirs, legal representatives, successors and permitted assigns. In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein. Subject to the terms and conditions of the Plan, any rules adopted by the Company or the Administrator and applicable to this Agreement and the terms of any elective deferral of the Grantee applicable to the Restricted Stock Units, which are incorporated herein by reference, this Agreement expresses the entire understanding and agreement of the parties hereto with respect to such terms, restrictions and limitations. Section headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.
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14. Grantee Acknowledgements and Consents.
(a) Data Privacy. As communicated in Jabils Notice of Data Collection, Processing and Transfer of Employee Personal Data, as updated from time to time.
Data Collection and Usage. The Company collects, processes and uses personal data about the Grantee, including but not limited to, the Grantees name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards, rights or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in the Grantees favor, which the Company receives from the Grantee or the Grantees employer. In order for the Grantee to participate in the Plan, the Company will collect his or her personal data for purposes of allocating Shares and implementing, administering and managing the Plan. The Companys legal basis for the processing of the Grantees personal data is based on the necessity for Companys performance of its obligations under the Plan and pursuant to the Companys legitimate business interests. In those jurisdictions where the Grantees consent to the processing of the Grantees personal data is required, the Grantee expressly and explicitly consents to the collection, processing and transfer practices as described herein.
Stock Plan Administration and Service Providers. The Company may transfer the Grantees data to one or more third party stock plan service providers based in the United States (U.S.), which may assist the Company with the implementation, administration and management of the Plan. Such service provider(s) may open an account for the Grantee to receive and trade Shares. The Grantee may be asked to acknowledge, or agree to, separate terms and data processing practices with the service provider(s).
International Data Transfers. The Grantees personal data will be transferred from the Grantees country to the U.S., where the Company and its service providers are based. The Companys legal basis for the transfer of the Grantees data to the U.S. is the Grantees consent (where required) or the Companys participation in a privacy shield agreement and/or adequate agreements.
Data Retention. The Company will use the Grantees personal data only as long as necessary to implement, administer and manage the Grantees participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities laws. When the Company no longer needs the Grantees personal data, which will generally be seven (7) years after the Grantee participates in the Plan, the Company will remove it from its systems. If the Company keeps the data longer, it would be to satisfy legal or regulatory obligations and the Companys legal basis would be relevant laws or regulations.
Voluntariness and Consequences of Consent Denial or Withdraw. The Grantees participation in the Plan and his or her grant of consent, if required, if purely voluntary. The Grantee may reject participation in the Plan or withdraw the Grantees consent, if applicable, at any time. If the Grantee rejects participation in the Plan, does not consent, if applicable, or withdraws his or her consent, if applicable, the Grantee may be unable to participate in the Plan. This would not affect the Grantees existing employment or salary; instead, the Grantee merely may forfeit the opportunities associated with the Plan.
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Data Subject Rights. The Grantee understands that he or she may have a number of rights under data privacy laws in the Grantees jurisdiction. Depending on where the Grantee is based, such rights may include the right to (i) request access or copies of personal data processed by the Company, (ii) rectification of incorrect data, (iii) deletion of data, (iv) restrictions on processing of data, (v) portability of data, (vi) lodge complaints with competent authorities in the Grantees jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of the Grantees personal data. To receive clarification regarding these rights or to exercise these rights, the Grantee can contact his or her local human resources department.
(b) Voluntary Participation. The Grantees participation in the Plan is voluntary. The value of the Restricted Stock Units is an extraordinary item of compensation. Unless otherwise expressly provided in a separate agreement between the Grantee and the Company or a Subsidiary, the Restricted Stock Units are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
(c) Electronic Delivery and Acceptance. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE HEREBY CONSENTS TO ELECTRONIC DELIVERY OF THE PLAN, THE PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS RELATED TO THE PLAN (COLLECTIVELY, THE PLAN DOCUMENTS). THE COMPANY WILL DELIVER THE PLAN DOCUMENTS ELECTRONICALLY TO THE GRANTEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS INTRANET WEBSITE OR BY ANOTHER MODE OF ELECTRONIC DELIVERY AS DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE CONSENTS AND AGREES THAT SUCH PROCEDURES AND DELIVERY MAY BE EFFECTED BY A BROKER OR THIRD PARTY ENGAGED BY THE COMPANY TO PROVIDE ADMINISTRATIVE SERVICES RELATED TO THE PLAN. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE HEREBY CONSENTS TO ANY AND ALL PROCEDURES THE COMPANY HAS ESTABLISHED OR MAY ESTABLISH FOR ANY ELECTRONIC SIGNATURE SYSTEM FOR DELIVERY AND ACCEPTANCE OF ANY PLAN DOCUMENTS, INCLUDING THIS AGREEMENT, THAT THE COMPANY MAY ELECT TO DELIVER AND AGREES THAT HIS ELECTRONIC SIGNATURE IS THE SAME AS, AND WILL HAVE THE SAME FORCE AND EFFECT AS, HIS MANUAL SIGNATURE. THE COMPANY WILL SEND TO THE GRANTEE AN E-MAIL ANNOUNCEMENT WHEN THE PLAN DOCUMENTS ARE AVAILABLE ELECTRONICALLY FOR THE GRANTEES REVIEW, DOWNLOAD OR PRINTING AND WILL PROVIDE INSTRUCTIONS ON WHERE THE PLAN DOCUMENTS CAN BE FOUND. UNLESS OTHERWISE SPECIFIED IN WRITING BY THE COMPANY, THE GRANTEE WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS ELECTRONICALLY THROUGH THE COMPANYS COMPUTER NETWORK. THE GRANTEE WILL HAVE THE RIGHT TO RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN REQUEST FOR A PAPER COPY TO THE ADMINISTRATOR. THE GRANTEES CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS WILL BE VALID AND REMAIN EFFECTIVE UNTIL THE EARLIER OF (i) THE TERMINATION OF THE GRANTEES PARTICIPATION IN THE PLAN AND (ii) THE WITHDRAWAL OF THE GRANTEES CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE OF THE PLAN DOCUMENTS. THE COMPANY
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ACKNOWLEDGES AND AGREES THAT THE GRANTEE HAS THE RIGHT AT ANY TIME TO WITHDRAW HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE OF THE PLAN DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADMINISTRATOR. IF THE GRANTEE WITHDRAWS HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE, THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN DOCUMENTS WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE ACKNOWLEDGES THAT HE IS ABLE TO ACCESS, VIEW AND RETAIN AN E-MAIL ANNOUNCEMENT INFORMING THE GRANTEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION.
(d) Unfunded Plan. The Grantee acknowledges and agrees that any rights of the Grantee relating to the Grantees Restricted Stock Units and related dividend equivalents and any other related rights shall constitute bookkeeping entries on the books of the Company and shall not create in the Grantee any right to, or claim against, any specific assets of the Company or any Subsidiary, nor result in the creation of any trust or escrow account for the Grantee. With respect to the Grantees entitlement to any payment hereunder, the Grantee shall be a general creditor of the Company.
15. Additional Acknowledgements. By accepting this Agreement electronically, the Grantee and the Company agree that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Agreement. The Grantee has reviewed in its entirety the prospectus that summarizes the terms of the Plan and this Agreement, has had an opportunity to request a copy of the Plan in accordance with the procedure described in the prospectus, has had an opportunity to obtain the advice of counsel prior to electronically accepting this Agreement and fully understands all provisions of the Plan and this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement.
16. Country Appendix. Notwithstanding any provision of this Agreement to the contrary, this Restricted Stock Unit grant and any Shares issued pursuant to this Agreement shall be subject to the applicable terms and provisions as set forth in the Country Appendix attached hereto and incorporated herein, if any, for the Grantees country of residence (and country of employment or engagement as a Consultant, if different).
Acceptance by the Grantee
By selecting the I accept box on the website of the Companys administrative agent, the Grantee acknowledges acceptance of, and consents to be bound by, the Plan and this Agreement and any other rules, agreements or other terms and conditions incorporated herein by reference.
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COUNTRY APPENDIX
ADDITIONAL TERMS AND CONDITIONS TO RESTRICTED STOCK UNIT AWARD AGREEMENT
This Country Appendix (Appendix) includes the following additional terms and conditions that govern the Grantees Stock Award for all Grantees that reside and/or work outside of the United States and outside of the European Union.
Notifications
This Country Appendix also includes information regarding exchange controls and certain other issues of which the Grantee should be aware with respect to the Grantees participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of August 2019. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information in this Country Appendix as the only source of information relating to the consequences of the Grantees participation in the Plan because the information may be out of date at the time that the Restricted Stock Units vest, or Shares are delivered in settlement of the Restricted Stock Units, or the Grantee sells any Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Grantees particular situation, and none of the Company, its Subsidiaries, nor the Administrator is in a position to assure the Grantee of a particular result. Accordingly, the Grantee is advised to seek appropriate professional advice as to how the relevant laws in the Grantees country of residence and/or work may apply to the Grantees situation.
Finally, if the Grantee transfers employment after the Grant Date, or is considered a resident of another country for local law purposes following the Grant Date, the notifications contained herein may not be applicable to the Grantee, and the Administrator shall, in its discretion, determine to what extent the terms and conditions contained herein shall be applicable to the Grantee.
Terms and Conditions Applicable to All Non-U.S. Jurisdictions
English Language. The Grantee acknowledges and agrees that it is the Grantees express intent that this Agreement, the Plan and all other documents, rules, procedures, forms, notices and legal proceedings entered into, given or instituted pursuant to the Stock Award, be drawn up in English. The Grantee further acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Grantee to understand the terms and conditions of this Agreement, the Plan and any rules, procedures, forms or documents related to the Stock Award. If the Grantee has received this Agreement, the Plan or any other rules, procedures, forms or documents related to the Stock Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.
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Repatriation; Compliance with Laws. The Grantee agrees, as a condition of the grant of the Stock Award, to repatriate all payments attributable to the Award and/or cash acquired under the Plan (including, but not limited to, dividends, dividend equivalents, and any proceeds derived from the sale of the Shares acquired pursuant to the Agreement) in accordance with all foreign exchange rules and regulations applicable to the Grantee. The Company and the Administrator reserve the right to impose other requirements on the Grantees participation in the Plan, on the Restricted Stock Units and on any Shares acquired or cash payments made pursuant to the Agreement, to the extent the Company, its Subsidiaries or the Administrator determines it is necessary or advisable in order to comply with local law or to facilitate the administration of the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Finally, the Grantee agrees to take any and all actions as may be required to comply with the Grantees personal legal and tax obligations under all laws, rules and regulations applicable to the Grantee.
Commercial Relationship. The Grantee expressly recognizes that the Grantees participation in the Plan and the Companys Stock Award grant does not constitute an employment relationship between the Grantee and the Company. The Grantee has been granted Stock Awards as a consequence of the commercial relationship between the Company and the Companys Subsidiary that employs the Grantee, and the Companys Subsidiary that employs the Grantee is the Grantees sole employer. Based on the foregoing, the Grantee expressly recognizes that (a) the Plan and the benefits the Grantee may derive from participation in the Plan do not establish any rights between the Grantee and the Subsidiary that employs the Grantee, (b) the Plan and the benefits the Grantee may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by the Subsidiary that employs the Grantee, and (c) any modifications or amendments of the Plan by the Company or the Administrator, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of the Grantees employment with the Subsidiary that employs the Grantee.
Private Placement. The grant of the Stock Award is not intended to be a public offering of securities in the Grantees country of residence and/or employment but instead is intended to be a private placement. As a private placement, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Stock Award is not subject to the supervision of the local securities authorities.
Additional Acknowledgements. The GRANTEE also acknowledges and agrees to the following:
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The grant of the Stock Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Awards or benefits in lieu of the Stock Award even if Stock Awards have been granted repeatedly in the past. |
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The future value of the Shares and any related dividend equivalents is unknown and cannot be predicted with certainty. |
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No claim or entitlement to compensation or damages arises from the forfeiture of the Stock Award or any of the Restricted Stock Units or related dividend equivalents, the termination of the Plan, or the diminution in value of the Restricted Stock Units or Shares, and the Grantee irrevocably releases the Company, its Subsidiaries, the Administrator and their affiliates from any such claim that may arise. |
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None of the Company, its Subsidiaries, nor the Administrator is providing any tax, legal or financial advice or making any recommendations regarding the Grantees participation in the Plan, the grant, vesting or settlement of the Grantees Restricted Stock Units, or the Grantees acquisition or sale of the Shares delivered in settlement of the Restricted Stock Units. The Grantee is hereby advised to consult with his own personal tax, legal and financial advisors regarding his participation in the Plan before taking any action related to the Plan. |
Terms and Conditions Applicable to Canada
Settlement in Shares. Notwithstanding anything to the contrary in the Agreement, this Appendix or the Plan, the Stock Award shall be settled only in Shares of the Company (and may not be settled in cash).
Securities Law Information. The Grantee is permitted to sell Shares acquired through the Plan through the designated broker appointed under the Plan, if any, provided that the resale of such Shares takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed (i.e., the New York Stock Exchange).
Use of English Language. The Grantee acknowledges and agrees that it is the Grantees express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir souhaité expressément que la convention ainsi les notices et la documentation juridique fournis ou mis en uvre ou institués directement ou indirectement, relativement aux présentes, soient rédigés en anglais.
Tax Reporting Information. The Grantee is required to report any foreign specified property (including Shares acquired under the Plan) to the Canada Revenue Agency on Form T1135 (Foreign Income Verification Statement) if the total cost of the Grantees foreign specified property exceeds C$100,000 at any time in the year. The form must be filed by April 30th of the following year. Foreign specified property also includes unvested Restricted Stock Units (generally at nil cost) if the C$100,000 cost threshold is exceeded because of other foreign specified property. The Grantee should consult with his or her personal tax advisor to determine his or her reporting requirements.
Termination of Employment. For purposes of the Stock Award, except as otherwise provided under applicable law, the date of the Grantees termination of employment shall be the date that is the earliest of (i) the date on which the Grantees employment is terminated, (ii) the date on which the Grantee receives notice of termination, or (iii) the date on which the Grantee is no longer actively providing services to the Company or any Subsidiary, regardless of any notice period or period of pay in lieu of such notice required under applicable employment laws in the jurisdiction where the Grantee is employed (including, but not limited to statutory law, regulatory law and/or common law) or the terms of the Grantees employment agreement, if any. The Company shall have the exclusive discretion to determine when the Grantee is no longer actively providing services for purposes of the Award (including whether the Grantee may still be considered to be providing services while on a leave of absence).
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Data Privacy. The Grantee hereby authorizes the Company and the Companys representatives to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved in the administration and operation of the Plan. The Grantee further authorizes the Company and any Subsidiary to disclose and discuss the Plan with their advisors and to record all relevant information and keep such information in the Grantees employee file.
Terms and Conditions Applicable to China
Satisfaction of Regulatory Obligations. If the Grantee is a national of the Peoples Republic of China (PRC), this Restricted Stock Unit grant is subject to additional terms and conditions, as determined by the Company in its sole discretion, in order for the Company to obtain the applicable approvals from the PRC State Administration of Foreign Exchange (SAFE) to permit the operation of the Plan in accordance with applicable PRC exchange control laws and regulations.
Immediate Sale of Shares. If the Grantee is a PRC national, he or she may be required to immediately sell all Shares acquired upon vesting of the Restricted Stock Units (in which case, this Appendix shall give the Company the authority to issue sales instructions on the Grantees behalf). The Grantee agrees to sign any additional agreements, forms and/or consents that reasonably may be requested by the Company (or the Companys designated brokerage firm) to effectuate the sale of the Shares (including, without limitation, as to the transfer of the sale proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters. The Grantee acknowledges that neither the Company nor the designated brokerage firm is under any obligation to arrange for such sale of Shares at any particular price (it being understood that the sale will occur in the market) and that brokers fees and similar expenses may be incurred in any such sale. In any event, when the Shares are sold, the sale proceeds, less any tax withholding, any brokers fees or commissions, and any similar expenses of the sale will be remitted to the Grantee in accordance with applicable exchange control laws and regulations.
Exchange Control Restrictions. The Grantee understands and agrees that, if the Grantee is subject to exchange control laws in China, the Grantee will be required immediately to repatriate to China the proceeds from the sale of any Shares acquired under the Plan. The Grantee further understands that such repatriation of proceeds may need to be effected through a special bank account established by the Company in China, and he or she hereby consents and agrees that proceeds from the sale of Shares acquired under the Plan may be transferred to such account by the Company on his or her behalf prior to being delivered to the Grantee and that no interest shall be paid with respect to funds held in such account. The proceeds may be paid to the Grantee in U.S. dollars or local currency at the Companys discretion. If the proceeds are paid in U.S. dollars, the Grantee understands that a U.S. dollar bank account in China must be established and maintained so that the proceeds may be deposited into such account. If the proceeds are paid in local currency, the Grantee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. The Grantee agrees to bear any currency fluctuation risk between the time the Shares are sold and the net proceeds are converted into local currency and distributed to the Grantee. The Grantee further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.
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Administration. The Company shall not be liable for any costs, fees, lost interest or dividends or other losses the Grantee may incur or suffer resulting from the enforcement of the terms of this Appendix or otherwise from the Companys operation and enforcement of the Plan, the Agreement and the Stock Award in accordance with Chinese law including, without limitation, any applicable SAFE rules, regulations and requirements.
Notifications Applicable to Hong Kong
Settlement in Shares. Notwithstanding anything to the contrary in the Agreement, Appendix or the Plan, the Stock Award shall be settled only in Shares of the Company (and may not be settled in cash).
IMPORTANT NOTICE. WARNING: The Agreement, the Plan and all other materials pertaining to the Plan have not been reviewed by any regulatory authority in Hong Kong. The Grantee understands that the Grantee is hereby advised to exercise caution in relation to the offering thereunder and that if the Grantee has any doubts about any of the contents of the aforementioned materials, the Grantee should obtain independent professional advice.
Terms and Conditions Applicable to Israel
Immediate Sale of Shares. Notwithstanding anything to the contrary in the Agreement, the Grantee may be required to immediately sell all Shares acquired upon vesting of the Restricted Stock Units (in which case, this Appendix shall give the Company the authority to issue sales instructions on the Grantees behalf). The Grantee agrees to sign any additional agreements, forms and/or consents that reasonably may be requested by the Company (or the Companys designated brokerage firm) to effectuate the sale of the Shares (including, without limitation, as to the transfer of the sale proceeds) and shall otherwise cooperate with the Company with respect to such matters. The Grantee acknowledges that neither the Company nor the designated brokerage firm is under any obligation to arrange for such sale of Shares at any particular price (it being understood that the sale will occur in the market) and that brokers fees and similar expenses may be incurred in any such sale. In any event, when the Shares are sold, the sale proceeds, less any tax withholding, any brokers fees or commissions, and any similar expenses of the sale will be remitted to the Grantee.
Securities Law Information. The grant of the Restricted Stock Units does not constitute a public offering under the Securities Law, 1968.
Notifications Applicable to Malaysia
Director Reporting Requirement. If the Grantee is a director of the local affiliate in Malaysia, the Grantee has an obligation to notify the local affiliate in Malaysia in writing: (i) when the Grantee is granted a Stock Award under the Plan, (ii) when the Grantees Restricted Stock Units are settled and the Grantee receives Shares, (iii) when Shares are sold or (iv) when there is an event giving rise to a change with respect to the Grantees interest in the Company. The Grantee must provide
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this notification within 14 days of the date the interest is acquired or disposed of or the occurrence of the event giving rise to the change to enable the local affiliate in Malaysia to comply with the relevant requirements of the Malaysian authorities. The Malaysian Companies Act prescribes criminal penalties for directors who fail to provide such notice.
Notifications Applicable to Mexico
Commercial Relationship. The Grantee expressly acknowledges that the Grantees participation in the Plan and the Companys grant of the Stock Award does not constitute an employment relationship between the Grantee and the Company. The Grantee has been granted the Stock Award as a consequence of the commercial relationship between the Company and the Subsidiary in Mexico that employs the Grantee, and the Companys Subsidiary in Mexico that employs is the Grantees sole employer. Based on the foregoing: (a) the Grantee expressly acknowledges that the Plan and the benefits derived from participation in the Plan do not establish any rights between the Grantee and the Subsidiary in Mexico that employs the Grantee; (b) the Plan and the benefits derived from participation in the Plan are not part of the employment conditions and/or benefits provided by the Subsidiary in Mexico that employs the Grantee; and (c) any modifications or amendments of the Plan or benefits granted thereunder by the Company, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of the Grantees employment with the Subsidiary in Mexico that employs the Grantee.
Extraordinary Item of Compensation. The Grantee expressly recognizes and acknowledges that the Grantees participation in the Plan is a result of the discretionary and unilateral decision of the Company, as well as the Grantees free and voluntary decision to participate in the Plan in accordance with the terms and conditions of the Plan, the Agreement and this Appendix. As such, the Grantee acknowledges and agrees that the Company, in its sole discretion, may amend and/or discontinue the Grantees participation in the Plan at any time and without any liability. The value of the Restricted Stock Units is an extraordinary item of compensation outside the scope of the Grantees employment contract, if any. The Restricted Stock Units are not part of the Grantees regular or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or any similar payments, which are the exclusive obligations of the Companys Subsidiary in Mexico that employs the Grantee.
Notifications Applicable to Singapore
Chief Executive Officer and Director Notification Obligation. The Grantee acknowledges that if he / she is the Chief Executive Office (CEO) or a a director or shadow director of a Subsidiary in Singapore, the Grantee is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Subsidiary in Singapore in writing when the Grantee receives an interest (e.g., Restricted Stock Units, Shares) in the Company. In addition, the Grantee acknowledges that he / she must notify the Subsidiary in Singapore when he / she sells Shares. These notifications must be made within two days of acquiring or disposing of an interest in the Company. In addition, the Grantee acknowledges that he / she must make a notification of the Grantees interest in the Company within two days of becoming the CEO or a director.
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Securities Law Information. The Restricted Stock Unit are being granted to grantees pursuant to the Qualifying Person exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (SFA). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Grantee should note that the Restricted Stock Units are subject to section 257 of the SFA and the Grantee will not be able to make (i) any subsequent sale of the Shares in Singapore or (ii) any offer of such subsequent sale of Shares subject to the Restricted Stock Units in Singapore, unless such sale or offer is made pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA.
Notifications Applicable to Switzerland
Securities Law Information. The Restricted Stock Units are not intended to be publicly offered in or from Switzerland. Because the offer of the Restricted Stock Units is considered a private offering, it is not subject to registration in Switzerland. Neither this document nor any other materials relating to the Restricted Stock Units (a) constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, (b) may be publicly distributed or otherwise made publicly available in Switzerland or (c) has been or will be filed with, approved or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority (FINMA)).
Notifications Applicable to Taiwan
Securities Law Information. The offer to participate in the Plan is available only for employees of the Company and its Subsidiaries. The offer to participate in the Plan is not a public offer of securities by a Taiwanese company. Therefore, it is not subject to registration in Taiwan.
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Exhibit 10.4
JABIL INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
(PBRSU TSR - OEU)
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the Agreement) is made as of October 17, 2019 (the Grant Date) between JABIL INC. a Delaware corporation (the Company) and ______________ (the Grantee).
Background Information
A. The Board of Directors (the Board) and stockholders of the Company previously adopted the Jabil Circuit, Inc. 2011 Stock Award and Incentive Plan (the Plan).
B. Section 8 of the Plan provides that the Administrator shall have the discretion and right to grant Stock Awards, including Stock Awards denominated in units representing rights to receive shares, to any Employees or Consultants or Non-Employee Directors, subject to the terms and conditions of the Plan and any additional terms provided by the Administrator. The Administrator has made a Stock Award grant denominated in units to the Grantee as of the Grant Date pursuant to the terms of the Plan and this Agreement.
C. The Grantee desires to accept the Stock Award grant and agrees to be bound by the terms and conditions of the Plan and this Agreement.
D. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
Agreement
1. Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee _____ restricted stock units (the Restricted Stock Units) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Companys policies regulating trading by Employees and Consultants, including any applicable blackout or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or clawback policy of the Company, regardless of whether
such recoupment or clawback policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantees rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.
2. Vesting.
(a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantees rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantees interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the Performance Goal), subject to Section 3. The Performance Goal shall be based upon a comparison of the Companys total shareholder return, as defined below (TSR), to the TSR of each company (other than the Company) that comprises the S&P Supercomposite Technology Hardware and Equipment Index (the Index) during the period beginning September 1, 2019 and ending on August 31, 2022 (the Performance Period), provided that only the companies that comprise the Index as of the first day of the Performance Period shall be considered and any such company shall be deemed to have a TSR of negative 100 percent upon (i) the institution by or against such company of an insolvency, receivership or bankruptcy proceeding under the United States Bankruptcy Code, 11 U.S.C. §§ 101-1532, or foreign insolvency regime, (ii) such company making an assignment for the benefit of creditors, or (iii) such companys dissolution or ceasing to do business. The TSR for the Performance Period shall be measured at the end of the Performance Period. For purposes of this Agreement, TSR means the percentage rate of return, which can be positive or negative, from the Beginning Stock Price (as defined below) to the Closing Stock Price (as defined below) of the Common Shares of the Company and the common shares of beneficial interest issued by the relevant company in the Index, as applicable, assuming reinvestment of all dividends and other distributions paid during the Performance Period. For purposes of the preceding sentence, the Beginning Stock Price of the Common Shares of the Company and of the common shares of beneficial interest issued by the relevant company in the Index, as applicable, means the average stock price for the 90-day period ending 60 days after the first day of the Performance Period. The Closing Stock Price of the Common Shares of the Company and of the common shares of beneficial interest issued by the relevant company in the Index, as applicable, means the average stock price for the 90-day period ending 30 days after the last day of the Performance Period.
(b) The portion of the Grantees rights and interest in the Restricted Stock Units, if any, that becomes vested and nonforfeitable on the Determination Date (as defined below) shall be determined in accordance with the following schedule, using linear interpolation, as determined by the Compensation Committee of the Board (the Committee):
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Company TSR relative to the TSR of the companies in the Index |
Percentage of Units/Shares Vested | |||
25th percentile or below |
0 | % | ||
Median |
100 | % | ||
75th percentile and above |
200 | % |
The continuous percentile rank calculation methodology shall be used for purposes of the preceding schedule; the Company shall be excluded in determining the percentile rank of the other companies in the Index, and the Companys percentile rank shall be calculated by using linear interpolation between the percentile ranks of the other companies in the Index.
Notwithstanding the preceding schedule, if the Companys TSR for the Performance Period is a negative number, but exceeds the Median percentile of the companies in the Index, then the percentage of the Restricted Stock Units determined in accordance with the preceding schedule shall be limited to 100%.
No fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 200 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share.
(c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the determination that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (Determination Date). The Committee shall make this determination, provided that, for any Grantee who is not an officer of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be made by such Grantees divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an Authorized Officer). The Committees or such Authorized Officers good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal.
3. Change in Control. In the event of a Change in Control, any portion of the Restricted Stock Units that is not yet vested on the date such Change in Control is determined to have occurred:
(a) shall become fully vested on the first anniversary of the date of such Change in Control (the Change in Control Anniversary) if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director does not terminate prior to the Change in Control Anniversary;
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(b) shall become fully vested on the Date of Termination if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company without Cause or resignation by the Grantee for Good Reason; or
(c) shall not become fully vested if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company for Cause or resignation by the Grantee without Good Reason, but only to the extent such Restricted Stock Units have not previously become vested.
For purposes of this Agreement, the references to fully vested refer to vesting of the number of Restricted Stock Units that would vest upon achievement of the maximum level of achievement of the Performance Goal under Section 2. This Section 3 shall supersede the standard vesting provision contained in Section 2 of this Agreement only to the extent that it results in accelerated vesting of the Restricted Stock Units, and it shall not result in a delay of any vesting or non-vesting of any Restricted Stock Units that otherwise would occur during the Performance Period under the terms of the standard vesting provision contained in Section 2 of this Agreement.
For purposes of this Section 3, the following definitions shall apply:
(d) Cause means:
(i) The Grantees conviction of a crime involving fraud or dishonesty; or
(ii) The Grantees continued willful or reckless material misconduct in the performance of the Grantees duties after receipt of written notice from the Company concerning such misconduct;
provided, however, that for purposes of Section 3(d)(ii), Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Grantee in good faith to have been in or not opposed to the interest of the Company (without intent of the Grantee to gain, directly or indirectly, a profit to which the Grantee was not legally entitled).
(e) Good Reason means:
(i) The assignment to the Grantee of any duties adverse to the Grantee and materially inconsistent with the Grantees position (including status, titles and reporting requirement), authority, duties or responsibilities, or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action that is not taken in bad faith;
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(ii) Any material reduction in the Grantees compensation; or
(iii) Change in location of the Grantees assigned office of more than 35 miles without prior consent of the Grantee.
The Grantees resignation will not constitute a resignation for Good Reason unless the Grantee first provides written notice to the Company of the existence of the Good Reason within 90 days following the effective date of the occurrence of the Good Reason, and the Good Reason remains uncorrected by the Company for more than 30 days following receipt of such written notice of the Good Reason from the Grantee to the Company, and the effective date of the Grantees resignation is within one year following the effective date of the occurrence of the Good Reason.
4. Timing and Manner of Settlement of Restricted Stock Units.
(a) Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at the Determination Date in accordance with Section 2 of this Agreement (including Restricted Stock Units not forfeited by operation of Section 6(a) or 6(c)), such Restricted Stock Units will be settled at a date that is as prompt as practicable after the Determination Date but in no event later than two and one-half (2-1/2) months after the Determination Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as Prompt Settlement). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6(b) will be as follows:
(i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows:
(A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantees death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Companys fiscal year in which death occurred; and
(B) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b).
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(ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (409A RSUs) will be settled as follows:
(A) 409A RSUs that become vested in accordance with Section 6(b) (due to the Grantees death) will be settled on the 30th day after the date of the Grantees death;
(B) 409A RSUs that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a 409A Change in Control), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such 409A RSUs will be settled in a Prompt Settlement following the earliest of the Determination Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and
(C) 409A RSUs that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).
(b) Manner of Settlement. The Company may make delivery of shares of Common Stock in settlement of Restricted Stock Units by either delivering one or more certificates representing such Shares to the Grantee (or his beneficiary in the event of death), registered in the name of the Grantee (and any joint name, if so directed by the Grantee), or by depositing such Shares into a stock brokerage account maintained for the Grantee (or of which the Grantee is a joint owner, with the consent of the Grantee). In no event will the Company issue fractional Shares.
(c) Effect of Settlement. Neither the Grantee nor any of the Grantees successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units that have been paid and settled. Although a settlement date or range of dates for settlement are specified above in order to comply with Code Section 409A, the Company retains discretion to determine the settlement date, and no Grantee or beneficiary of a Grantee shall have any claim for damages or loss by virtue of the fact that the market price of Common Stock was higher on a given date upon which settlement could have been made as compared to the market price on or after the actual settlement date (any claim relating to settlement will be limited to a claim for delivery of Shares and related dividend equivalents).
5. Restrictions on Transfer. The Grantee shall not have the right to make or permit to occur any transfer, assignment, pledge, hypothecation or encumbrance of all or any portion of the Restricted Stock Units, related rights to dividend equivalents or any other rights relating thereto, whether outright or as security, with or without consideration, voluntary or involuntary, and the
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Restricted Stock Units, related rights to dividend equivalents and other rights relating thereto, shall not be subject to execution, attachment, lien, or similar process; provided, however, the Grantee will be entitled to designate a beneficiary or beneficiaries to receive any settlement in respect of the Restricted Stock Units upon the death of the Grantee, in the manner and to the extent permitted by the Administrator. Any purported transfer or other transaction not permitted under this Section 5 shall be deemed null and void.
6. Forfeiture. Except as may be otherwise provided in this Section 6, the Grantee shall forfeit all of his rights and interest in the Restricted Stock Units and related dividend equivalents if his Continuous Status as an Employee or Consultant or Non-Employee Director terminates for any reason before the Restricted Stock Units become vested in accordance with Section 2 or Section 3 of this Agreement.
(a) Retirement. In the event of the Grantees Retirement in accordance with the terms and conditions set forth in this Section 6(a), the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall be treated as not having terminated for a number of years determined in accordance with this Section 6(a) for purposes of application of the vesting provisions of this Agreement. For purposes of this Section 6(a), Retirement means termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director after the Grant Date or the end of the Company fiscal year in the Performance Period at which the Grantee has completed twenty (20) Full Years of Continuous Status as an Employee or Consultant or Non-Employee Director.
For purposes of this Section 6(a), Full Year means a twelve-month period beginning on the date of the Grantees commencement of service for the Company or a Subsidiary and each anniversary thereof. Except as otherwise provided in this Section 6(a), the time period of Continuous Status as an Employee or Consultant or Non-Employee Director for a Grantee whose service with the Company or a Subsidiary terminates and who subsequently returns to service with the Company or a Subsidiary shall include all time periods of the Grantees service for the Company or a Subsidiary for purposes of this Section 6(a). This Section 6(a) will only apply to a Retirement if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director does not terminate due to Cause as defined in this Agreement. In addition, this Section 6(a) will only apply to a Retirement if the Grantee executes the agreement, if any, required under Section 6(d). For a Grantee who became an Employee or Consultant or Non-Employee Director of the Company or a Subsidiary following the acquisition of his or her employer by the Company or a Subsidiary, service with the acquired employer shall not count toward the number of years of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director for purposes of this Section 6(a), and Continuous Status as an Employee or Consultant or Non-Employee Director shall be measured from the commencement of the Grantees service for the Company or a Subsidiary following such acquisition. For purposes of this Section 6(a), the number of years of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall also include service with Jabil Circuit Co., a Michigan corporation and predecessor to the Company, and any Predecessor Subsidiary. For purposes of this Section 6(a), Predecessor Subsidiary means a company of which not less than fifty percent (50%) of the voting shares were held by Jabil Circuit Co. or a Predecessor Subsidiary. For purposes of this Section 6(a), for a Grantee who subsequent to the Grant Date performs service for the Company or a Subsidiary in a role as an employee of the Company or a Subsidiary that no longer includes being a state law
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officer of the Company or an employee of the Company with a title that is at least the equivalent of Vice President, or a substantially equivalent position of a Subsidiary (Subsequent Non-Officer Service), the time period of such Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall not include the time period of any such Subsequent Non-Officer Service, but shall include any time period during which such Grantee subsequently resumes service for the Company or a Subsidiary in a role as an employee of the Company or a Subsidiary that includes being a state law officer of the Company or an employee of the Company with a title that is at least the equivalent of Vice President, or a substantially equivalent position of a Subsidiary.
If this Section 6(a) applies to the Grantees Retirement, the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall be treated as not having terminated for the number of years beginning on the effective date of the Retirement, or the remaining portion of the vesting period, whichever is applicable, in accordance with the following table based on the Grantees age and full years of Continuous Status as an Employee or Consultant or Non-Employee Director at the later of the Grant Date or the Companys fiscal year-end next preceding the effective date of the Retirement:
Full Years of Continuous Status as an Employee or Consultant or Non-Employee Director | ||||
20 Years | 25 Years | 30 or More Years | ||
2 years | 3 years | Full vesting period |
Accordingly, upon such Retirement, Restricted Stock Units that otherwise would be forfeited because such Restricted Stock Units remain unvested (and not previously forfeited) at the effective date of the Retirement will not be forfeited if the Determination Date would have been reached had the Grantee remained in Continuous Status as an Employee or Consultant or Non-Employee Director for the additional period specified in the table above. Vesting of such Restricted Stock Units will remain subject to Section 2, and settlement of such Restricted Stock Units will remain subject to Section 4. Any portion of the Restricted Stock Units that could not potentially become vested under Section 2 assuming the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director as set forth in the above table will be forfeited upon Retirement. The death of the Grantee following Retirement or a Change in Control following Retirement shall not affect the application of this Section 6(a), although such events will trigger a settlement of the Restricted Stock Units not forfeited by operation of this Section 6(a) in accordance with Section 4.
(b) Death. In the event that the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates due to death at a time that the Grantees Restricted Stock Units have not yet vested, a pro rata portion of the Grantees Restricted Stock Units shall vest as follows: First, for purposes of Section 2, the Company shall determine the
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actual level of the Performance Goal achieved (such determination may be by means of a good faith estimate) as of the Companys fiscal quarter-end coincident with or next preceding the Grantees death (or, if the Grantees death occurs in the first fiscal quarter of the Performance Period, then the Companys fiscal quarter-end coincident with or next following the Grantees death) and calculating, on a preliminary basis, the resulting number of Restricted Stock Units that would have become vested (based on such calculation) as of the Determination Date. Second, a pro rata portion of that number of Restricted Stock Units will be calculated by multiplying that number by a fraction, the numerator of which is the number of months from the first day of the Performance Period through the date of death (rounding any partial month to the next whole month) and the denominator of which is 36. No fractional Shares shall be issued, and subject to the limitation under Section 2(b) on the number of related Shares available under this Agreement, any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. Any Restricted Stock Units that were unvested at the date of death and that exceed the pro rata portion of the Restricted Stock Units that become vested under this Section 6(b) shall be forfeited.
(c) Disability. In the event that the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates due to Disability at a time that the Grantees Restricted Stock Units have not yet vested, a pro rata portion of the Grantees Restricted Stock Units shall remain outstanding and shall be eligible for future vesting based on the actual level of achievement in the Performance Period, provided, however, that non-forfeiture of such Restricted Stock Units will only apply if the Grantee executes the agreement, if any, required under Section 6(d). The pro rata portion shall be calculated by multiplying the number of Restricted Stock Units originally granted by a fraction, the numerator of which is the number of months from the first day of the Performance Period through the date of termination (rounding any partial month to the next whole month) and the denominator of which is 36. No fractional Shares shall be issued, and subject to the limitation under Section 2(b) on the number of related Shares available under this Agreement, any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. Vesting of such Restricted Stock Units will remain subject to Section 2, and settlement of such Restricted Stock Units will remain subject to Section 4. The death of the Grantee following a termination governed by this Section 6(c), or a Change in Control following such termination, shall not increase or decrease the number of Restricted Stock Units forfeited or not forfeited under this Section 6(c), although such events will trigger a settlement of the Restricted Stock Units not forfeited by operation of this Section 6(c) in accordance with Section 4. Any Restricted Stock Units that at any time after the date of a termination governed by this Section 6(c) exceed the pro rata portion of the Restricted Stock Units that remain outstanding and potentially subject to future vesting under this Section 6(c) shall be forfeited.
(d) Execution of Separation Agreement and Release. Unless otherwise determined by the Administrator, as a condition to the non-forfeiture of Restricted Stock Units upon Retirement under Section 6(a) or upon a termination due to Disability under Section 6(c), the Grantee shall be required to execute a separation agreement and release, in a form prescribed by the Administrator, setting forth covenants relating to noncompetition, nonsolicitation, nondisparagement, confidentiality and similar covenants for the protection of the Companys business, and releasing the Company from liability in connection with the Grantees termination. Such agreement shall provide for the forfeiture and/or clawback of the Restricted Stock Units subject to Section 6(a) or 6(c), and the Shares of Common Stock issued or issuable in settlement of the Restricted Stock
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Units, and related dividend equivalents and any other related rights, in the event of the Grantees failure to comply with the terms of such agreement. The Administrator will provide the form of such agreement to the Grantee at the date of termination, and the Grantee must execute and return such form within the period specified by law or, if no such period is specified, within 21 days after receipt of the form of agreement, and not revoke such agreement within any permitted revocation period (the end of these periods being the Agreement Effectiveness Deadline). If any Restricted Stock Units subject to Section 6(a) or 6(c) or related rights would be required to be settled before the Agreement Effectiveness Deadline, the settlement shall not be delayed pending the receipt and effectiveness of the agreement, but any such Restricted Stock Units or related rights settled before such receipt and effectiveness shall be subject to a clawback (repaying to the Company the Shares and cash paid upon settlement) in the event that the agreement is not received and effective and not revoked by the Agreement Effectiveness Deadline.
7. Dividend Equivalents; Adjustments.
(a) Dividend Equivalents. During the period beginning on the Grant Date and ending on the date that Shares are issued in settlement of a Restricted Stock Unit, the Grantee will accrue dividend equivalents on Restricted Stock Units equal to the cash dividend or distribution that would have been paid on the Restricted Stock Unit had the Restricted Stock Unit been an issued and outstanding Share of Common Stock on the record date for the dividend or distribution. Such accrued dividend equivalents (i) will vest and become payable upon the same terms and at the same time of settlement as the Restricted Stock Units to which they relate, and (ii) will be denominated and payable solely in cash. Dividend equivalent payments, at settlement, will be net of applicable federal, state, local and foreign income and social insurance withholding taxes (subject to Section 8).
(b) Adjustments. The number of Restricted Stock Units credited to the Grantee shall be subject to adjustment by the Company, in accordance with Section 13 of the Plan, in order to preserve without enlarging the Grantees rights with respect to such Restricted Stock Units. Any such adjustment shall be made taking into account any crediting of cash dividend equivalents to the Grantee under Section 7(a) in connection with such transaction or event. In the case of an extraordinary cash dividend, the Committee may determine to adjust the Grantees Restricted Stock Units under this Section 7(b) in lieu of crediting cash dividend equivalents under Section 7(a). Restricted Stock Units credited to the Grantee as a result of an adjustment shall be subject to the same forfeiture and settlement terms as applied to the related Restricted Stock Units prior to the adjustment.
8. Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the Grantees employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantees participation in the Plan and legally applicable to the Grantee (Tax-Related Items), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantees responsibility and may exceed the amount actually withheld by the Company or any of its affiliates, if any. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant
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to such delivery and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantees liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(a) withholding from the Grantees wages or other cash compensation paid to the Grantee by the Company and/or its Subsidiaries; or
(b) withholding in Shares to be delivered upon settlement; or
(c) withholding from dividend equivalent payments (payable in cash) related to the Shares to be delivered at settlement.
To avoid negative accounting treatment, the Company and/or its Subsidiaries may withhold or account for Tax-Related Items by considering applicable withholding rates but not exceeding the maximum statutory withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares attributable to the awarded Restricted Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantees participation in the Plan.
Finally, the Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account for as a result of the Grantees participation in the Plan that are not satisfied by the means previously described. The Company may refuse to issue or deliver the Shares if the Grantee fails to comply with the Grantees obligations in connection with the Tax-Related Items.
9. Code Section 409A.
(a) General. Payments made pursuant to this Agreement are intended to be exempt from Section 409A of the Code or to otherwise comply with Section 409A of the Code. Accordingly, other provisions of the Plan or this Agreement notwithstanding, the provisions of this Section 9 will apply in order that the Restricted Stock Units, and related dividend equivalents and any other related rights, will be exempt from or otherwise comply with Code Section 409A. In addition, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all Restricted Stock Units, and related dividend equivalents and any other related rights, are exempt from or otherwise comply, and in operation comply, with Code Section 409A (including, without limitation, the avoidance of penalties thereunder). Other provisions of the Plan and this Agreement notwithstanding, the Company makes no representations that the Restricted Stock Units, and related dividend equivalents and any other related rights, will be exempt from or
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avoid any penalties that may apply under Code Section 409A, makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units and related dividend equivalents and any other related rights, and will not indemnify or provide a gross up payment to a Grantee (or his beneficiary) for any taxes, interest or penalties imposed under Code Section 409A.
(b) Restrictions on 409A RSUs. In the case of any 409A RSUs, the following restrictions will apply:
(i) Separation from Service. Any payment in settlement of the 409A RSUs that is triggered by a termination of Continuous Status as an Employee or Consultant or Non-Employee Director (or other termination of employment) hereunder will occur only if the Grantee has had a separation from service within the meaning of Treasury Regulation § 1.409A-1(h), with such separation from service treated as the termination for purposes of determining the timing of any settlement based on such termination.
(ii) Six-Month Delay Rule. The six-month delay rule will apply to 409A RSUs if these four conditions are met:
(A) the Grantee has a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h)) for a reason other than death;
(B) a payment in settlement is triggered by such separation from service; and
(C) the Grantee is a specified employee under Code Section 409A.
If it applies, the six-month delay rule will delay a settlement of 409A RSUs triggered by separation from service where the settlement otherwise would occur within six months after the separation from service, subject to the following:
(D) any delayed payment shall be made on the date six months and one day after separation from service;
(E) during the six-month delay period, accelerated settlement will be permitted in the event of the Grantees death and for no other reason (including no acceleration upon a Change in Control) except to the extent permitted under Code Section 409A; and
(F) any settlement that is not triggered by a separation from service, or is triggered by a separation from service but would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule.
(c) Other Compliance Provisions. The following provisions apply to Restricted Stock Units:
(i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that potentially could vest at or following a Determination Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A.
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(ii) The settlement of 409A RSUs may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs.
(iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2).
(iv) Any restriction imposed on 409A RSUs hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 409A RSU except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a deferral of compensation under Code Section 409A.
(v) If any mandatory term required for 409A RSUs or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein.
(vi) In the case of any settlement of Restricted Stock Units during a specified period following the Determination Date or other date triggering a right to settlement, the Grantee shall have no influence on any determination as to the tax year in which the settlement will be made.
(vii) In the case of any Restricted Stock Unit that is not a 409A RSU, if the circumstances arise constituting a Disability but termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability.
(viii) If the Company has a right of setoff that could apply to a 409A RSU, such right may only be exercised at the time the 409A RSU would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.
10. No Effect on Employment or Rights under the Plan. Nothing in the Plan or this Agreement shall confer upon the Grantee the right to continue in the employment of the Company or any Subsidiary or affect any right which the Company or any Subsidiary may have to terminate the employment of the Grantee regardless of the effect of such termination of employment on the
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rights of the Grantee under the Plan or this Agreement. If the Grantees employment is terminated for any reason whatsoever (and whether lawful or otherwise), he will not be entitled to claim any compensation for or in respect of any consequent diminution or extinction of his rights or benefits (actual or prospective) under this Agreement or any Award or otherwise in connection with the Plan. The rights and obligations of the Grantee under the terms of his employment with the Company or any Subsidiary will not be affected by his participation in the Plan or this Agreement, and neither the Plan nor this Agreement form part of any contract of employment between the Grantee and the Company or any Subsidiary. The granting of Awards under the Plan is entirely at the discretion of the Administrator, and the Grantee shall not in any circumstances have any right to be granted an Award.
11. Governing Laws. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.
12. Successors; Severability; Entire Agreement; Headings. This Agreement shall inure to the benefit of, and be binding upon, the Company and the Grantee and their heirs, legal representatives, successors and permitted assigns. In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein. Subject to the terms and conditions of the Plan and any rules adopted by the Company or the Administrator and applicable to this Agreement, which are incorporated herein by reference, this Agreement expresses the entire understanding and agreement of the parties hereto with respect to such terms, restrictions and limitations. Section headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.
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13. Grantee Acknowledgements and Consents.
(a) Data Privacy. As communicated in Jabils Notice of Data Collection, Processing and Transfer of Employee Personal Data, as updated from time to time.
Data Collection and Usage. The Company collects, processes and uses personal data about the Grantee, including but not limited to, the Grantees name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards, rights or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in the Grantees favor, which the Company receives from the Grantee or the Grantees employer. In order for the Grantee to participate in the Plan, the Company will collect his or her personal data for purposes of allocating Shares and implementing, administering and managing the Plan. The Companys legal basis for the processing of the Grantees personal data is based on the necessity for Companys performance of its obligations under the Plan and pursuant to the Companys legitimate business interests.
Stock Plan Administration and Service Providers. The Company may transfer the Grantees data to one or more third party stock plan service providers based in the United States (U.S.), which may assist the Company with the implementation, administration and management of the Plan. Such service provider(s) may open an account for the Grantee to receive and trade Shares. The Grantee may be asked to acknowledge, or agree to, separate terms and data processing practices with the service provider(s).
International Data Transfers. The Grantees personal data will be transferred from the Grantees country to the U.S., where the Company and its service providers are based. The Companys legal basis for the transfer of the Grantees data to the U.S. is that it is authorized by the Companys participation in the EU-U.S. Privacy Shield and/or its use of the standard data protection clauses adopted by the EU Commission.
Data Retention. The Company will use the Grantees personal data only as long as necessary to implement, administer and manage the Grantees participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities laws. When the Company no longer needs the Grantees personal data, which will generally be seven (7) years after the Grantee participates in the Plan, the Company will remove it from its systems. If the Company keeps the data longer, it would be to satisfy legal or regulatory obligations and the Companys legal basis would be relevant laws or regulations.
Data Subject Rights. The Grantee understands that he or she may have a number of rights under data privacy laws in the Grantees jurisdiction. Depending on where the Grantee is based, such rights may include the right to (i) request access or copies of personal data processed by the Company, (ii) rectification of incorrect data, (iii) deletion of data, (iv) restrictions on processing of data, (v) portability of data, (vi) lodge complaints with competent authorities in the Grantees jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of the Grantees personal data. To receive clarification regarding these rights or to exercise these rights, the Grantee can contact his or her local human resources department.
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(b) Voluntary Participation. The Grantees participation in the Plan is voluntary. The value of the Restricted Stock Units is an extraordinary item of compensation. Unless otherwise expressly provided in a separate agreement between the Grantee and the Company or a Subsidiary, the Restricted Stock Units are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
(c) Electronic Delivery and Acceptance. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE HEREBY CONSENTS TO ELECTRONIC DELIVERY OF THE PLAN, THE PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS RELATED TO THE PLAN (COLLECTIVELY, THE PLAN DOCUMENTS). THE COMPANY WILL DELIVER THE PLAN DOCUMENTS ELECTRONICALLY TO THE GRANTEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS INTRANET WEBSITE OR BY ANOTHER MODE OF ELECTRONIC DELIVERY AS DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE CONSENTS AND AGREES THAT SUCH PROCEDURES AND DELIVERY MAY BE EFFECTED BY A BROKER OR THIRD PARTY ENGAGED BY THE COMPANY TO PROVIDE ADMINISTRATIVE SERVICES RELATED TO THE PLAN. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE HEREBY CONSENTS TO ANY AND ALL PROCEDURES THE COMPANY HAS ESTABLISHED OR MAY ESTABLISH FOR ANY ELECTRONIC SIGNATURE SYSTEM FOR DELIVERY AND ACCEPTANCE OF ANY PLAN DOCUMENTS, INCLUDING THIS AGREEMENT, THAT THE COMPANY MAY ELECT TO DELIVER AND AGREES THAT HIS ELECTRONIC SIGNATURE IS THE SAME AS, AND WILL HAVE THE SAME FORCE AND EFFECT AS, HIS MANUAL SIGNATURE. THE COMPANY WILL SEND TO THE GRANTEE AN E-MAIL ANNOUNCEMENT WHEN THE PLAN DOCUMENTS ARE AVAILABLE ELECTRONICALLY FOR THE GRANTEES REVIEW, DOWNLOAD OR PRINTING AND WILL PROVIDE INSTRUCTIONS ON WHERE THE PLAN DOCUMENTS CAN BE FOUND. UNLESS OTHERWISE SPECIFIED IN WRITING BY THE COMPANY, THE GRANTEE WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS ELECTRONICALLY THROUGH THE COMPANYS COMPUTER NETWORK. THE GRANTEE WILL HAVE THE RIGHT TO RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN REQUEST FOR A PAPER COPY TO THE ADMINISTRATOR. THE GRANTEES CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS WILL BE VALID AND REMAIN EFFECTIVE UNTIL THE EARLIER OF (i) THE TERMINATION OF THE GRANTEES PARTICIPATION IN THE PLAN AND (ii) THE WITHDRAWAL OF THE GRANTEES CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE OF THE PLAN DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES THAT THE GRANTEE HAS THE RIGHT AT ANY TIME TO WITHDRAW HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE OF THE PLAN DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADMINISTRATOR. IF THE GRANTEE WITHDRAWS HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE, THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN DOCUMENTS WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE ACKNOWLEDGES THAT HE IS ABLE TO ACCESS, VIEW AND RETAIN AN E-MAIL ANNOUNCEMENT INFORMING THE GRANTEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION.
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(d) Unfunded Plan. The Grantee acknowledges and agrees that any rights of the Grantee relating to the Grantees Restricted Stock Units and related dividend equivalents and any other related rights shall constitute bookkeeping entries on the books of the Company and shall not create in the Grantee any right to, or claim against, any specific assets of the Company or any Subsidiary, nor result in the creation of any trust or escrow account for the Grantee. With respect to the Grantees entitlement to any payment hereunder, the Grantee shall be a general creditor of the Company.
14. Additional Acknowledgements. By accepting this Agreement electronically, the Grantee and the Company agree that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Agreement. The Grantee has reviewed in its entirety the prospectus that summarizes the terms of the Plan and this Agreement, has had an opportunity to request a copy of the Plan in accordance with the procedure described in the prospectus, has had an opportunity to obtain the advice of counsel prior to electronically accepting this Agreement and fully understands all provisions of the Plan and this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement.
15. Country Appendix. Notwithstanding any provision of this Agreement to the contrary, this Restricted Stock Unit grant and any Shares issued pursuant to this Agreement shall be subject to the applicable terms and provisions as set forth in the Country Appendix attached hereto and incorporated herein, if any, for the Grantees country of residence (and country of employment or engagement as a Consultant, if different).
Acceptance by the Grantee
By selecting the I accept box on the website of the Companys administrative agent, the Grantee acknowledges acceptance of, and consents to be bound by, the Plan and this Agreement and any other rules, agreements or other terms and conditions incorporated herein by reference.
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COUNTRY APPENDIX
ADDITIONAL TERMS AND CONDITIONS TO RESTRICTED STOCK UNIT AWARD
AGREEMENT
(EU)
This Country Appendix (Appendix) includes the following additional terms and conditions that govern the Grantees Stock Award for all Grantees that reside and/or work in a European Union jurisdiction.
Notifications
This Country Appendix also includes information regarding exchange controls and certain other issues of which the Grantee should be aware with respect to the Grantees participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of August 2019. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information in this Country Appendix as the only source of information relating to the consequences of the Grantees participation in the Plan because the information may be out of date at the time that the Restricted Stock Units vest, or Shares are delivered in settlement of the Restricted Stock Units, or the Grantee sells any Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Grantees particular situation, and none of the Company, its Subsidiaries, nor the Administrator is in a position to assure the Grantee of a particular result. Accordingly, the Grantee is advised to seek appropriate professional advice as to how the relevant laws in the Grantees country of residence and/or work may apply to the Grantees situation.
Finally, if the Grantee transfers employment after the Grant Date, or is considered a resident of another country for local law purposes following the Grant Date, the notifications contained herein may not be applicable to the Grantee, and the Administrator shall, in its discretion, determine to what extent the terms and conditions contained herein shall be applicable to the Grantee.
Terms and Conditions Applicable to All EU Jurisdictions
English Language. The Grantee acknowledges and agrees that it is the Grantees express intent that this Agreement, the Plan and all other documents, rules, procedures, forms, notices and legal proceedings entered into, given or instituted pursuant to the Stock Award, be drawn up in English. The Grantee further acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Grantee to understand the terms and conditions of this Agreement, the Plan and any rules, procedures, forms or documents related to the Stock Award. If the Grantee has received this Agreement, the Plan or any other rules, procedures, forms or documents related to the Stock Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.
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Repatriation; Compliance with Laws. The Grantee agrees, as a condition of the grant of the Stock Award, to repatriate all payments attributable to the Award and/or cash acquired under the Plan (including, but not limited to, dividends, dividend equivalents, and any proceeds derived from the sale of the Shares acquired pursuant to the Agreement) in accordance with all foreign exchange rules and regulations applicable to the Grantee. The Company and the Administrator reserve the right to impose other requirements on the Grantees participation in the Plan, on the Restricted Stock Units and on any Shares acquired or cash payments made pursuant to the Agreement, to the extent the Company, its Subsidiaries or the Administrator determines it is necessary or advisable in order to comply with local law or to facilitate the administration of the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Finally, the Grantee agrees to take any and all actions as may be required to comply with the Grantees personal legal and tax obligations under all laws, rules and regulations applicable to the Grantee.
Commercial Relationship. The Grantee expressly recognizes that the Grantees participation in the Plan and the Companys Stock Award grant does not constitute an employment relationship between the Grantee and the Company. The Grantee has been granted Stock Awards as a consequence of the commercial relationship between the Company and the Companys Subsidiary that employs the Grantee, and the Companys Subsidiary that employs the Grantee is the Grantees sole employer. Based on the foregoing, the Grantee expressly recognizes that (a) the Plan and the benefits the Grantee may derive from participation in the Plan do not establish any rights between the Grantee and the Subsidiary that employs the Grantee, (b) the Plan and the benefits the Grantee may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by the Subsidiary that employs the Grantee, and (c) any modifications or amendments of the Plan by the Company or the Administrator, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of the Grantees employment with the Subsidiary that employs the Grantee.
Private Placement. The grant of the Stock Award is not intended to be a public offering of securities in the Grantees country of residence and/or employment but instead is intended to be a private placement. As a private placement, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Stock Award is not subject to the supervision of the local securities authorities.
Additional Acknowledgements. The GRANTEE also acknowledges and agrees to the following:
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The grant of the Stock Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Awards or benefits in lieu of the Stock Award even if Stock Awards have been granted repeatedly in the past. |
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The future value of the Shares and any related dividend equivalents is unknown and cannot be predicted with certainty. |
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No claim or entitlement to compensation or damages arises from the forfeiture of the Stock Award or any of the Restricted Stock Units or related dividend equivalents, the termination of the Plan, or the diminution in value of the Restricted Stock Units or Shares, and the Grantee irrevocably releases the Company, its Subsidiaries, the Administrator and their affiliates from any such claim that may arise. |
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None of the Company, its Subsidiaries, nor the Administrator is providing any tax, legal or financial advice or making any recommendations regarding the Grantees participation in the Plan, the grant, vesting or settlement of the Grantees Restricted Stock Units, or the Grantees acquisition or sale of the Shares delivered in settlement of the Restricted Stock Units. The Grantee is hereby advised to consult with his own personal tax, legal and financial advisors regarding his participation in the Plan before taking any action related to the Plan. |
Notifications Applicable to Austria
Consumer Protection Information. If the provisions of the Austrian Consumer Protection Act are applicable to the Agreement and the Plan, the Grantee may be entitled to revoke the Grantees acceptance of the Agreement (and thereby revoke his acceptance of the Restricted Stock Units) under the conditions listed below:
(i) If the Grantee accepts the Stock Award, the Grantee may be entitled to revoke the Grantees acceptance; provided the revocation is made within one week after such electronic acceptance of the Agreement.
(ii) The revocation must be in written form to be valid and will revoke both acceptance of the Agreement and acceptance of the Restricted Stock Units awarded thereunder. It is sufficient if the Grantee returns the Agreement to the Administrator or a Company representative with language which can be understood as a refusal to conclude or honor the Agreement; provided the revocation is sent within the period discussed above.
Exchange Control Information. The Grantee may be required to comply with certain exchange control obligations if the Grantee holds securities (including Shares) or cash (including proceeds from the sale of such Shares) outside of Austria. If the transaction volume of all of the Grantees accounts abroad meets or exceeds 10,000,000, the movement and balance of all accounts must be reported monthly to the Austrian National Bank, as of the last day of the month, on or before the fifteenth day of the following month using the prescribed form Meldungen SI-Forderungen und/oder SI-Verpflichturngen.
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Terms and Conditions Applicable to Denmark
Treatment of Stock Awards Upon Termination of Employment. Notwithstanding any provision in the Agreement or the Plan to the contrary, if the Grantee is determined to be an Employee, as defined in Section 2 of the Danish Act on the Use of Rights to Purchase or Subscribe for Shares etc. in Employment Relationships (the Stock Option Act), the treatment of the Stock Award upon the Grantees termination of employment may be governed by Sections 4 and 5 of the Stock Option Act. However, if the provisions in the Agreement or the Plan governing the treatment of the Stock Award upon termination of employment are more favorable, then the provisions of the Agreement or the Plan shall govern.
Foreign Asset / Account Reporting Information. The new Danish Tax Reporting Act that entered into force on January 1, 2019 removed the rules that previously obligated individuals to inform the Danish Tax Administration about shares held in foreign bank or brokerage accounts and deposit accounts with a foreign bank or broker. The use of the relevant Forms V and K are discontinued as of January 1, 2019 and replaced by automatic exchange of information regarding bank and brokerage accounts.
However, the Grantee must still report foreign bank/broker accounts and their deposits, as well as shares held in a foreign bank or broker account in the Grantees tax return under the section on foreign affairs and income.
Terms and Conditions Applicable to France
Tax Information. The Stock Award is not intended to be a French-qualified award.
Language Consent. By accepting the Award and the Agreement, which provides for the terms and conditions of the Award, the Grantee confirms having read and understood the documents relating to this grant (the Plan and the Agreement, including this Appendix) which were provided in English language. The Grantee accepts the terms of those documents accordingly. En acceptant lAttribution et ce Contrat qui contient les termes et conditions de lAttribution, le Bénéficiaire confirmez avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat, ainsi que la présente Annexe) qui vous ont été transmis en langue anglaise. Le Bénéficiaire acceptez ainsi les conditions et termes de ces documents.
Foreign Asset / Account Reporting Information. The Grantee should report all foreign accounts (whether open, current or closed) to the French tax authorities when filing his / her annual tax return. The Grantee should consult his / her personal advisor to ensure compliance with applicable reporting obligations.
Notifications Applicable to Germany
Exchange Control Information. Cross border payments in excess of 12,500 must be reported monthly to the German Federal Bank (Bundesbank). The Grantee understands that in the event he or she receives a payment in excess of this amount in connection with the sale of securities (including Shares acquired under the Plan), the Grantee must report the payment to Bundesbank electronically using the General Statistics Reporting Portal (Allgemeines Meldeportal Statistik) available via Bundesbanks website (www.bundesbank.de).
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Foreign Asset/Account Reporting Information. If the Grantees acquisition of shares under the Plan leads to a so-called qualified participation at any point during the calendar year, the Grantee will need to report the acquisition when he or she files his or her tax return for the relevant year. A qualified participation is attained if the value of the shares acquired exceeds 150,000. The Grantee will be responsible for obtaining the appropriate form from a German federal bank and complying with the applicable reporting obligations.
Notifications Applicable to Ireland
Director Notification Requirement. If the Grantee is a director, shadow director or secretary of the Companys Irish subsidiaries or affiliates whose interests meet or exceed 1% of the Companys voting rights, pursuant to Section 53 of the Irish Company Act 1990, the Grantee must notify the Irish subsidiary or affiliate in writing within five business days of receiving or disposing of an interest in the Company (e.g., Restricted Stock Units or Shares), or within five business days of becoming aware of the event giving rise to the notification requirement, or within five business days of becoming a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or minor children (whose interests will be attributed to the director, shadow director, or secretary).
Terms and Conditions Applicable to Italy
Foreign Asset/Account Reporting Information. If the Grantee is an Italian resident and holds investments or financial assets outside of Italy (such as cash or Restricted Stock Units) during any fiscal year which may generate income taxable in Italy (or if the Grantee is the beneficial owner of such an investment or asset even if the Grantee does not directly hold the investment or asset), the Grantee is required to report such investments or assets on his / her annual tax return for such fiscal year (on UNICO Form, RW Schedule, or on a special form if the Grantee is not required to file a tax return). The Grantee should consult with his / her personal tax advisor as to whether the reporting obligation applies to the Grantee and whether he / she will be required to report details of any outstanding Stock Awards or Shares held by the Grantee outside of Italy in the Grantees relevant annual tax return.
Foreign Asset Tax Information. The value of the financial assets held outside of Italy by Italian residents is subject to a foreign asset tax at an annual rate of 2 per thousand (0.2%). The taxable amount will be the fair market value of the financial assets (e.g., Shares) assessed at the end of the calendar year. No tax payment duties arise if the amount of the foreign financial assets held abroad does not exceed a certain threshold.
Terms and Conditions Applicable to the Netherlands
Waiver of Termination Rights. The Grantee hereby waives any and all rights to compensation or damages as a result of the Grantees termination of employment with the Company or any Subsidiary of the Company whatsoever, insofar as those rights result or may result from (i) the loss or diminution in value of such rights or entitlements under the Plan, or (ii) the Grantee ceasing to have rights under, or ceasing to be entitled to any awards under the Plan as a result of such termination.
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Terms and Conditions Applicable to Sweden
There are no country-specific provisions.
Terms and Conditions Applicable to the United Kingdom
Responsibility for Taxes. This provision supplements Section 8 of the Agreement:
Without limitation to Section 8 of the Agreement, the Grantee agrees that the Grantee is liable for all Tax-Related Items and hereby covenants to pay all such taxes, as and when requested by the Company or (if different) the Grantees employer or by Her Majestys Revenue & Customs (HMRC) (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Grantees employer against any such taxes that they are required to pay or withhold on the Grantees behalf or have paid or will pay to the HMRC (or any other tax authority or any other relevant authority).
Notwithstanding the foregoing, if the Grantee is a director or executive officer (as within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that the Grantee is a director or executive officer and income tax due is not collected from or paid by the Grantee within 90 days after the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected tax may constitute a benefit to the Grantee on which additional income tax and national insurance contributions may be payable. The Grantee acknowledges that the Grantee ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or (if different) the Grantees employer for the value of any employee national insurance contributions due on this additional benefit, which the Company or (if different) the Grantees employer may recover from the Grantee at any time thereafter by any of the means referred to in the Agreement.
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Exhibit 10.5
JABIL INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
(TBRSU ONEU)
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the Agreement) is made as of October 17, 2019 (the Grant Date) between JABIL INC. a Delaware corporation (the Company) and ______________ (the Grantee).
Background Information
A. The Board of Directors (the Board) and stockholders of the Company previously adopted the Jabil Circuit, Inc. 2011 Stock Award and Incentive Plan (the Plan).
B. Section 8 of the Plan provides that the Administrator shall have the discretion and right to grant Stock Awards, including Stock Awards denominated in units representing rights to receive shares, to any Employees or Consultants or Non-Employee Directors, subject to the terms and conditions of the Plan and any additional terms provided by the Administrator. The Administrator has made a Stock Award grant denominated in units to the Grantee as of the Grant Date pursuant to the terms of the Plan and this Agreement.
C. The Grantee desires to accept the Stock Award grant and agrees to be bound by the terms and conditions of the Plan and this Agreement.
D. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
Agreement
1. Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee _____ restricted stock units (the Restricted Stock Units) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Companys policies regulating trading by Employees or Consultants or Non-Employee Directors, including any applicable blackout or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or clawback policy of the Company, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantees rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.
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2. Vesting. Except as may be otherwise provided in Section 3 of this Agreement, the vesting of the Grantees rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The Grantees rights and interest in the Restricted Stock Units shall become vested and non-forfeitable at the rate of thirty percent (30%) of the initial Restricted Stock Units on the first anniversary of Grant Date, and an additional thirty percent (30%) of the initial Restricted Stock Units on the second anniversary of Grant Date, and an additional forty percent (40%) of the initial Restricted Stock Units on the third anniversary of Grant Date, provided that in all instances the Grantee is an Employee of, or Consultant to, or Non-Employee Director of, the Company or a Subsidiary. A date at which a Restricted Stock Unit is to become vested under this Section 2 is referred to herein as a Stated Vesting Date.
3. Change in Control. In the event of a Change in Control, any portion of the Restricted Stock Units that is not yet vested on the date such Change in Control is determined to have occurred:
(a) shall become fully vested on the first anniversary of the date of such Change in Control (the Change in Control Anniversary) if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director does not terminate prior to the Change in Control Anniversary;
(b) shall become fully vested on the Date of Termination if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company without Cause or resignation by the Grantee for Good Reason; or
(c) shall not become fully vested if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company for Cause or resignation by the Grantee without Good Reason, but only to the extent such Restricted Stock Units have not previously become vested.
This Section 3 shall supersede the standard vesting provision contained in Section 2 of this Agreement only to the extent that it results in accelerated vesting of the Restricted Stock Units, and it shall not result in a delay of any vesting or non-vesting of any Restricted Stock Units that otherwise would occur at a Stated Vesting Date under the terms of the standard vesting provision contained in Section 2 of this Agreement
For purposes of this Section 3, the following definitions shall apply:
(d) Cause means:
(i) The Grantees conviction of a crime involving fraud or dishonesty; or
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(ii) The Grantees continued willful or reckless material misconduct in the performance of the Grantees duties after receipt of written notice from the Company concerning such misconduct;
provided, however, that for purposes of Section 3(d)(ii), Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Grantee in good faith to have been in or not opposed to the interest of the Company (without intent of the Grantee to gain, directly or indirectly, a profit to which the Grantee was not legally entitled).
(e) Good Reason means:
(i) The assignment to the Grantee of any duties adverse to the Grantee and materially inconsistent with the Grantees position (including status, titles and reporting requirement), authority, duties or responsibilities, or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action that is not taken in bad faith;
(ii) Any material reduction in the Grantees compensation; or
(iii) Change in location of the Grantees assigned office of more than 35 miles without prior consent of the Grantee.
The Grantees resignation will not constitute a resignation for Good Reason unless the Grantee first provides written notice to the Company of the existence of the Good Reason within 90 days following the effective date of the occurrence of the Good Reason, and the Good Reason remains uncorrected by the Company for more than 30 days following receipt of such written notice of the Good Reason from the Grantee to the Company, and the effective date of the Grantees resignation is within one year following the effective date of the occurrence of the Good Reason.
4. Timing and Manner of Settlement of Restricted Stock Units.
(a) Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at a Stated Vesting Date in accordance with Section 2 of this Agreement, such Restricted Stock Units will be settled at a date (the Stated Settlement Date) that is as prompt as practicable after the Stated Vesting Date but in no event later than two and one-half (2-1/2) months after such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as Prompt Settlement). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6 or that are settled under Section 2 after the Grantee has become Retirement-eligible under Section 6 will be as follows:
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(i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows:
(A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantees death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Companys fiscal year in which death occurred;
(B) Restricted Stock Units that become vested in accordance with Section 6(c) (due to the Grantees termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director; and
(C) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b).
(ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (409A RSUs) will be settled as follows:
(A) 409A RSUs that become vested in accordance with Section 6(b) (due to the Grantees death) will be settled on the 30th day after the date of the Grantees death;
(B) 409A RSUs that become vested in accordance with Section 6(c) (due to the Grantees termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and
(C) 409A RSUs that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a 409A Change in Control), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such 409A RSUs will be settled in a Prompt Settlement following the earliest of the applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and
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(D) 409A RSUs that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).
(b) Manner of Settlement. The Company may make delivery of Shares of Common Stock in settlement of Restricted Stock Units by either delivering one or more certificates representing such Shares to the Grantee (or his beneficiary in the event of death), registered in the name of the Grantee (and any joint name, if so directed by the Grantee), or by depositing such Shares into a stock brokerage account maintained for the Grantee (or of which the Grantee is a joint owner, with the consent of the Grantee). If the Company determines to settle Restricted Stock Units by making a deposit of Shares into such an account, the Company may settle any fractional Restricted Stock Unit by means of such deposit. In other circumstances or if so determined by the Company, the Company shall instead pay cash in lieu of any fractional Share, on such basis as the Administrator may determine. In no event will the Company issue fractional Shares.
(c) Effect of Settlement. Neither the Grantee nor any of the Grantees successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units that have been paid and settled. Although a settlement date or range of dates for settlement are specified above in order to comply with Code Section 409A, the Company retains discretion to determine the settlement date, and no Grantee or beneficiary of a Grantee shall have any claim for damages or loss by virtue of the fact that the market price of Common Stock was higher on a given date upon which settlement could have been made as compared to the market price on or after the actual settlement date (any claim relating to settlement will be limited to a claim for delivery of Shares and related dividend equivalents).
5. Restrictions on Transfer. The Grantee shall not have the right to make or permit to occur any transfer, assignment, pledge, hypothecation or encumbrance of all or any portion of the Restricted Stock Units, related rights to dividend equivalents or any other rights relating thereto, whether outright or as security, with or without consideration, voluntary or involuntary, and the Restricted Stock Units, related rights to dividend equivalents and other rights relating thereto, shall not be subject to execution, attachment, lien, or similar process; provided, however, the Grantee will be entitled to designate a beneficiary or beneficiaries to receive any settlement in respect of the Restricted Stock Units upon the death of the Grantee, in the manner and to the extent permitted by the Administrator. Any purported transfer or other transaction not permitted under this Section 5 shall be deemed null and void.
6. Forfeiture. Except as may be otherwise provided in this Section 6, the Grantee shall forfeit all of his rights and interest in the Restricted Stock Units and related dividend equivalents if his Continuous Status as an Employee or Consultant or Non-Employee Director terminates for any reason before the Restricted Stock Units become vested in accordance with Section 2 or Section 3 of this Agreement.
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(a) Retirement. In the event of the Grantees Retirement in accordance with the terms and conditions set forth in this Section 6(a), the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall be treated as not having terminated for a number of years determined in accordance with this Section 6(a) for purposes of application of the vesting provisions of this Agreement. For purposes of this Section 6(a), Retirement means termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director after the earliest of:
(i) The Grant Date or the anniversary of the Grant Date at which the Grantee has attained age fifty (50) and completed fifteen (15) Full Years of Continuous Status as an Employee or Consultant or Non-Employee Director;
(ii) The Grant Date or the anniversary of the Grant Date at which the Grantee has attained age fifty-eight (58) and completed ten (10) Full Years of Continuous Status as an Employee or Consultant or Non-Employee Director; or
(iii) The Grant Date or the anniversary of the Grant Date at which the Grantee has attained age sixty-two (62) and completed five (5) Full Years of Continuous Status as an Employee or Consultant or Non-Employee Director.
For purposes of this Section 6(a), Full Year means a twelve-month period beginning on the date of the Grantees commencement of service for the Company or a Subsidiary and each anniversary thereof. Except as otherwise provided in this Section 6(a), the time period of Continuous Status as an Employee or Consultant or Non-Employee Director for a Grantee whose service with the Company or a Subsidiary terminates and who subsequently returns to service with the Company or a Subsidiary shall include all time periods of the Grantees service for the Company or a Subsidiary for purposes of this Section 6(a). This Section 6(a) will only apply to a Retirement if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director does not terminate due to Cause as defined in this Agreement. In addition, this Section 6(a) will only apply to a Retirement if the Grantee executes the agreement, if any, required under Section 6(d). For a Grantee who became an Employee or Consultant or Non-Employee Director of the Company or a Subsidiary following the acquisition of his or her employer by the Company or a Subsidiary, service with the acquired employer shall not count toward the number of years of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director for purposes of this Section 6(a), and Continuous Status as an Employee or Consultant or Non-Employee Director shall be measured from the commencement of the Grantees service for the Company or a Subsidiary following such acquisition. For purposes of this Section 6(a), the number of years of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall also include service with Jabil Circuit Co., a Michigan corporation and predecessor to the Company, and any Predecessor Subsidiary. For purposes of this Section 6(a), Predecessor Subsidiary means a company of which not less than fifty percent (50%) of the voting shares were held by Jabil Circuit Co. or a Predecessor Subsidiary. For purposes of this Section 6(a), for a Grantee who subsequent to the Grant Date performs service for the Company or a Subsidiary in a role as an employee of the Company or a Subsidiary that no longer includes being a state law officer of the Company or an employee of the Company with a title that is at least the equivalent of Vice President, or a substantially equivalent position of a Subsidiary (Subsequent Non-Officer Service), the time period of such Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall not include the time period of any such Subsequent Non-Officer Service, but shall include any time period during which such Grantee subsequently resumes service
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for the Company or a Subsidiary in a role as an employee of the Company or a Subsidiary that includes being a state law officer of the Company or an employee of the Company with a title that is at least the equivalent of Vice President, or a substantially equivalent position of a Subsidiary.
If this Section 6(a) applies to the Grantees Retirement, the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall be treated as not having terminated for the number of years beginning on the effective date of the Retirement, or the remaining portion of the vesting period, whichever is applicable, in accordance with the following table based on the Grantees age and full years of Continuous Status as an Employee or Consultant or Non-Employee Director at the later of the Grant Date or the anniversary of the Grant Date next preceding the effective date of the Retirement:
Age |
Full Years of Continuous Status as an Employee or Consultant or Non- Employee Director |
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5 Years |
10 Years |
15 Years |
20 or More Years |
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50 54 | None | None | 1 year | 2 years | ||||
55 57 | None | None | 2 years | Full vesting period | ||||
58 61 | None | 2 years | 3 years | Full vesting period | ||||
62 or Older | Full vesting period | Full vesting period | Full vesting period | Full vesting period |
Accordingly, upon such Retirement, Restricted Stock Units that otherwise would be forfeited because the Stated Vesting Date is a date after the effective date of the Retirement will not be forfeited if the Stated Vesting Date would have been reached had the Grantee remained in Continuous Status as an Employee or Consultant or Non-Employee Director for the additional period specified in the table above. Settlement of any such Restricted Stock Units will not be accelerated upon Retirement, but will remain subject to Section 4. Any portion of the Restricted Stock Units that would not become vested under Section 2 assuming the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director as set forth in the above table will be forfeited upon Retirement. Accordingly, the death of the Grantee following Retirement or a Change in Control following Retirement shall not affect the application of this Section 6(a), although such events will trigger a settlement of the Restricted Stock Units not forfeited by operation of this Section 6(a) in accordance with Section 4.
(b) Death. In the event that the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates due to death at a time that any of the Grantees Restricted Stock Units have not yet vested, such Restricted Stock Units shall not be forfeited but instead shall become fully vested at the date of death.
(c) Disability. In the event that the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates due to Disability at a time that any of the Grantees Restricted Stock Units have not yet vested, such Restricted Stock Units shall not be forfeited but instead shall become fully vested at the date of termination, provided that such accelerated vesting will only apply if the Grantee executes the agreement, if any, required under Section 6(d).
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(d) Execution of Separation Agreement and Release. Unless otherwise determined by the Administrator, as a condition to the non-forfeiture of Restricted Stock Units upon Retirement under Section 6(a) or the accelerated vesting of Restricted Stock Units under Section 6(c), the Grantee shall be required to execute a separation agreement and release, in a form prescribed by the Administrator, setting forth covenants relating to noncompetition, nonsolicitation, nondisparagement, confidentiality and similar covenants for the protection of the Companys business, and releasing the Company from liability in connection with the Grantees termination. Such agreement shall provide for the forfeiture and/or clawback of the Restricted Stock Units subject to Section 6(a) or 6(c), and the Shares of Common Stock issued or issuable in settlement of the Restricted Stock Units, and related dividend equivalents and any other related rights, in the event of the Grantees failure to comply with the terms of such agreement. The Administrator will provide the form of such agreement to the Grantee at the date of termination, and the Grantee must execute and return such form within the period specified by law or, if no such period is specified, within 21 days after receipt of the form of agreement, and not revoke such agreement within any permitted revocation period (the end of these periods being the Agreement Effectiveness Deadline). If any Restricted Stock Units subject to Section 6(a) or 6(c) or related rights would be required to be settled before the Agreement Effectiveness Deadline, the settlement shall not be delayed pending the receipt and effectiveness of the agreement, but any such Restricted Stock Units or related rights settled before such receipt and effectiveness shall be subject to a clawback (repaying to the Company the Shares and cash paid upon settlement) in the event that the agreement is not received and effective and not revoked by the Agreement Effectiveness Deadline.
7. Dividend Equivalents; Adjustments.
(a) Dividend Equivalents. During the period beginning on the Grant Date and ending on the date that Shares are issued in settlement of a Restricted Stock Unit, the Grantee will accrue dividend equivalents on Restricted Stock Units (including electively deferred 409A RSUs) equal to the cash dividend or distribution that would have been paid on the Restricted Stock Unit had the Restricted Stock Unit been an issued and outstanding Share of Common Stock on the record date for the dividend or distribution. Such accrued dividend equivalents (i) will vest and become payable upon the same terms and at the same time of settlement as the Restricted Stock Units to which they relate, and (ii) will be denominated and payable solely in cash. Dividend equivalent payments, at settlement, will be net of applicable federal, state, local and foreign income and social insurance withholding taxes (subject to Section 8).
(b) Adjustments. The number of Restricted Stock Units (including electively deferred 409A RSUs) credited to the Grantee shall be subject to adjustment by the Company, in accordance with Section 13 of the Plan, in order to preserve without enlarging the Grantees rights with respect to such Restricted Stock Units. Any such adjustment shall be made taking into account any crediting of cash dividend equivalents to the Grantee under Section 7(a) in connection with such transaction or event. In the case of an extraordinary cash dividend, the Administrator may determine to adjust the Grantees Restricted Stock Units under this Section 7(b) in lieu of crediting cash dividend equivalents under Section 7(a). Restricted Stock Units credited to the Grantee as a result of an adjustment shall be subject to the same forfeiture and settlement terms as applied to the related Restricted Stock Units prior to the adjustment.
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8. Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the Grantees employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantees participation in the Plan and legally applicable to the Grantee (Tax-Related Items), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantees responsibility and may exceed the amount actually withheld by the Company or any of its affiliates, if any. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantees liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(a) withholding from the Grantees wages or other cash compensation paid to the Grantee by the Company and/or its Subsidiaries; or
(b) withholding in Shares to be delivered upon settlement; or
(c) withholding from dividend equivalent payments (payable in cash) related to the Shares to be delivered at settlement.
To avoid negative accounting treatment, the Company and/or its Subsidiaries may withhold or account for Tax-Related Items by considering applicable withholding rates but not exceeding the maximum statutory withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares attributable to the awarded Restricted Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantees participation in the Plan.
Finally, the Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account for as a result of the Grantees participation in the Plan that are not satisfied by the means previously described. The Company may refuse to issue or deliver the Shares if the Grantee fails to comply with the Grantees obligations in connection with the Tax-Related Items.
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9. Code Section 409A.
(a) General. Payments made pursuant to this Agreement are intended to be exempt from Section 409A of the Code or to otherwise comply with Section 409A of the Code. Accordingly, other provisions of the Plan or this Agreement notwithstanding, the provisions of this Section 9 will apply in order that the Restricted Stock Units, and related dividend equivalents and any other related rights, will be exempt from or otherwise comply with Code Section 409A. In addition, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all Restricted Stock Units, and related dividend equivalents and any other related rights, are exempt from or otherwise have terms that comply, and in operation comply, with Code Section 409A (including, without limitation, the avoidance of penalties thereunder). Other provisions of the Plan and this Agreement notwithstanding, the Company makes no representations that the Restricted Stock Units, and related dividend equivalents and any other related rights, will be exempt from or avoid any penalties that may apply under Code Section 409A, makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units and related dividend equivalents and any other related rights, and will not indemnify or provide a gross up payment to a Grantee (or his beneficiary) for any taxes, interest or penalties imposed under Code Section 409A. Other restrictions and limitations under any deferred compensation plan or general rules applicable to deferrals apply to electively deferred 409A RSUs and related dividend equivalents and, if those provisions apply and are compliant with Code Section 409A, they shall take precedence over inconsistent provisions of this Section 9.
(b) Restrictions on 409A RSUs. In the case of any 409A RSUs, the following restrictions will apply:
(i) Separation from Service. Any payment in settlement of the 409A RSUs that is triggered by a termination of Continuous Status as an Employee or Consultant or Non-Employee Director (or other termination of employment) hereunder will occur only if the Grantee has had a separation from service within the meaning of Treasury Regulation § 1.409A-1(h), with such separation from service treated as the termination for purposes of determining the timing of any settlement based on such termination.
(ii) Six-Month Delay Rule. The six-month delay rule will apply to 409A RSUs if these four conditions are met:
(A) the Grantee has a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h)) for a reason other than death;
(B) a payment in settlement is triggered by such separation from service; and
(C) the Grantee is a specified employee under Code Section 409A.
If it applies, the six-month delay rule will delay a settlement of 409A RSUs triggered by separation from service where the settlement otherwise would occur within six months after the separation from service, subject to the following:
(D) any delayed payment shall be made on the date six months and one day after separation from service;
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(E) during the six-month delay period, accelerated settlement will be permitted in the event of the Grantees death and for no other reason (including no acceleration upon a Change in Control) except to the extent permitted under Code Section 409A; and
(F) any settlement that is not triggered by a separation from service, or is triggered by a separation from service but would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule.
(c) Other Compliance Provisions. The following provisions apply to Restricted Stock Units:
(i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that is scheduled to vest at a separate Stated Vesting Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A.
(ii) The settlement of 409A RSUs may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs.
(iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2).
(iv) Any election to defer settlement of Restricted Stock Units must comply with the election timing rules under Code Section 409A.
(v) Any restriction imposed on 409A RSUs hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 409A RSU except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a deferral of compensation under Code Section 409A.
(vi) If any mandatory term required for 409A RSUs or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein.
(vii) In the case of any settlement of Restricted Stock Units during a specified period following the Stated Vesting Date or other date triggering a right to settlement, the Grantee shall have no influence (other than permitted deferral elections) on any determination as to the tax year in which the settlement will be made.
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(viii) In the case of any Restricted Stock Unit that is not a 409A RSU, if the circumstances arise constituting a Disability but termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability.
(ix) If the Company has a right of setoff that could apply to a 409A RSU, such right may only be exercised at the time the 409A RSU would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.
10. Deferral. If permitted by the Administrator, the issuance of the Shares issuable with respect to the Restricted Stock Units may be deferred upon such terms and conditions as determined by the Administrator, subject to the Administrators determination that any such right of deferral or any term thereof complies with applicable laws or regulations in effect from time to time, including but not limited to Section 409A of the Code and the Employee Retirement Income Security Act of 1974, as amended. Shares issuable with respect to electively deferred 409A RSUs, and related dividend equivalents, shall remain subject to the terms and conditions of this Agreement, and for this purpose shall be considered rights related to the 409A RSUs, to the extent applicable and not otherwise superseded by any deferred compensation plan or general rules applicable to electively deferred 409A RSUs, until such 409A RSUs are settled and the Shares issued, including but not limited to Sections 5, 6(d), 7, 8, 9, 11, 12, 13, 14, 15 and 16 of this Agreement.
11. No Effect on Employment or Rights under the Plan. Nothing in the Plan or this Agreement shall confer upon the Grantee the right to continue in the employment of the Company or any Subsidiary or affect any right which the Company or any Subsidiary may have to terminate the employment of the Grantee regardless of the effect of such termination of employment on the rights of the Grantee under the Plan or this Agreement. If the Grantees employment is terminated for any reason whatsoever (and whether lawful or otherwise), he will not be entitled to claim any compensation for or in respect of any consequent diminution or extinction of his rights or benefits (actual or prospective) under this Agreement or any Award or otherwise in connection with the Plan. The rights and obligations of the Grantee under the terms of his employment with the Company or any Subsidiary will not be affected by his participation in the Plan or this Agreement, and neither the Plan nor this Agreement form part of any contract of employment between the Grantee and the Company or any Subsidiary. The granting of Awards under the Plan is entirely at the discretion of the Administrator, and the Grantee shall not in any circumstances have any right to be granted an Award.
12. Governing Laws. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.
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13. Successors; Severability; Entire Agreement; Headings. This Agreement shall inure to the benefit of, and be binding upon, the Company and the Grantee and their heirs, legal representatives, successors and permitted assigns. In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein. Subject to the terms and conditions of the Plan, any rules adopted by the Company or the Administrator and applicable to this Agreement and the terms of any elective deferral of the Grantee applicable to the Restricted Stock Units, which are incorporated herein by reference, this Agreement expresses the entire understanding and agreement of the parties hereto with respect to such terms, restrictions and limitations. Section headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.
14. Grantee Acknowledgements and Consents.
(a) Data Privacy. As communicated in Jabils Notice of Data Collection, Processing and Transfer of Employee Personal Data, as updated from time to time.
Data Collection and Usage. The Company collects, processes and uses personal data about the Grantee, including but not limited to, the Grantees name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards, rights or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in the Grantees favor, which the Company receives from the Grantee or the Grantees employer. In order for the Grantee to participate in the Plan, the Company will collect his or her personal data for purposes of allocating Shares and implementing, administering and managing the Plan. The Companys legal basis for the processing of the Grantees personal data is based on the necessity for Companys performance of its obligations under the Plan and pursuant to the Companys legitimate business interests. In those jurisdictions where the Grantees consent to the processing of the Grantees personal data is required, the Grantee expressly and explicitly consents to the collection, processing and transfer practices as described herein.
Stock Plan Administration and Service Providers. The Company may transfer the Grantees data to one or more third party stock plan service providers based in the United States (U.S.), which may assist the Company with the implementation, administration and management of the Plan. Such service provider(s) may open an account for the Grantee to receive and trade Shares. The Grantee may be asked to acknowledge, or agree to, separate terms and data processing practices with the service provider(s).
International Data Transfers. The Grantees personal data will be transferred from the Grantees country to the U.S., where the Company and its service providers are based. The Companys legal basis for the transfer of the Grantees data to the U.S. is the Grantees consent (where required) or the Companys participation in a privacy shield agreement and/or adequate agreements.
Data Retention. The Company will use the Grantees personal data only as long as necessary to implement, administer and manage the Grantees participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities laws. When the Company no longer needs the Grantees personal data, which will generally be seven (7) years after the Grantee participates in the Plan, the Company will remove it from its systems. If the Company keeps the data longer, it would be to satisfy legal or regulatory obligations and the Companys legal basis would be relevant laws or regulations.
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Voluntariness and Consequences of Consent Denial or Withdraw. The Grantees participation in the Plan and his or her grant of consent, if required, if purely voluntary. The Grantee may reject participation in the Plan or withdraw the Grantees consent, if applicable, at any time. If the Grantee rejects participation in the Plan, does not consent, if applicable, or withdraws his or her consent, if applicable, the Grantee may be unable to participate in the Plan. This would not affect the Grantees existing employment or salary; instead, the Grantee merely may forfeit the opportunities associated with the Plan.
Data Subject Rights. The Grantee understands that he or she may have a number of rights under data privacy laws in the Grantees jurisdiction. Depending on where the Grantee is based, such rights may include the right to (i) request access or copies of personal data processed by the Company, (ii) rectification of incorrect data, (iii) deletion of data, (iv) restrictions on processing of data, (v) portability of data, (vi) lodge complaints with competent authorities in the Grantees jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of the Grantees personal data. To receive clarification regarding these rights or to exercise these rights, the Grantee can contact his or her local human resources department.
(b) Voluntary Participation. The Grantees participation in the Plan is voluntary. The value of the Restricted Stock Units is an extraordinary item of compensation. Unless otherwise expressly provided in a separate agreement between the Grantee and the Company or a Subsidiary, the Restricted Stock Units are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
(c) Electronic Delivery and Acceptance. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE HEREBY CONSENTS TO ELECTRONIC DELIVERY OF THE PLAN, THE PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS RELATED TO THE PLAN (COLLECTIVELY, THE PLAN DOCUMENTS). THE COMPANY WILL DELIVER THE PLAN DOCUMENTS ELECTRONICALLY TO THE GRANTEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS INTRANET WEBSITE OR BY ANOTHER MODE OF ELECTRONIC DELIVERY AS DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE CONSENTS AND AGREES THAT SUCH PROCEDURES AND DELIVERY MAY BE EFFECTED BY A BROKER OR THIRD PARTY ENGAGED BY THE COMPANY TO PROVIDE ADMINISTRATIVE SERVICES RELATED TO THE PLAN. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE HEREBY CONSENTS TO ANY AND ALL PROCEDURES THE COMPANY HAS ESTABLISHED OR MAY ESTABLISH FOR ANY ELECTRONIC SIGNATURE SYSTEM FOR DELIVERY AND ACCEPTANCE OF ANY PLAN DOCUMENTS, INCLUDING THIS AGREEMENT, THAT THE COMPANY MAY ELECT TO DELIVER AND AGREES THAT HIS ELECTRONIC SIGNATURE IS THE SAME AS, AND WILL HAVE THE SAME FORCE AND EFFECT AS, HIS
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MANUAL SIGNATURE. THE COMPANY WILL SEND TO THE GRANTEE AN E-MAIL ANNOUNCEMENT WHEN THE PLAN DOCUMENTS ARE AVAILABLE ELECTRONICALLY FOR THE GRANTEES REVIEW, DOWNLOAD OR PRINTING AND WILL PROVIDE INSTRUCTIONS ON WHERE THE PLAN DOCUMENTS CAN BE FOUND. UNLESS OTHERWISE SPECIFIED IN WRITING BY THE COMPANY, THE GRANTEE WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS ELECTRONICALLY THROUGH THE COMPANYS COMPUTER NETWORK. THE GRANTEE WILL HAVE THE RIGHT TO RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN REQUEST FOR A PAPER COPY TO THE ADMINISTRATOR. THE GRANTEES CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS WILL BE VALID AND REMAIN EFFECTIVE UNTIL THE EARLIER OF (i) THE TERMINATION OF THE GRANTEES PARTICIPATION IN THE PLAN AND (ii) THE WITHDRAWAL OF THE GRANTEES CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE OF THE PLAN DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES THAT THE GRANTEE HAS THE RIGHT AT ANY TIME TO WITHDRAW HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE OF THE PLAN DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADMINISTRATOR. IF THE GRANTEE WITHDRAWS HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE, THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN DOCUMENTS WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE ACKNOWLEDGES THAT HE IS ABLE TO ACCESS, VIEW AND RETAIN AN E-MAIL ANNOUNCEMENT INFORMING THE GRANTEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION.
(d) Unfunded Plan. The Grantee acknowledges and agrees that any rights of the Grantee relating to the Grantees Restricted Stock Units and related dividend equivalents and any other related rights shall constitute bookkeeping entries on the books of the Company and shall not create in the Grantee any right to, or claim against, any specific assets of the Company or any Subsidiary, nor result in the creation of any trust or escrow account for the Grantee. With respect to the Grantees entitlement to any payment hereunder, the Grantee shall be a general creditor of the Company.
15. Additional Acknowledgements. By accepting this Agreement electronically, the Grantee and the Company agree that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Agreement. The Grantee has reviewed in its entirety the prospectus that summarizes the terms of the Plan and this Agreement, has had an opportunity to request a copy of the Plan in accordance with the procedure described in the prospectus, has had an opportunity to obtain the advice of counsel prior to electronically accepting this Agreement and fully understands all provisions of the Plan and this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement.
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16. Country Appendix. Notwithstanding any provision of this Agreement to the contrary, this Restricted Stock Unit grant and any Shares issued pursuant to this Agreement shall be subject to the applicable terms and provisions as set forth in the Country Appendix attached hereto and incorporated herein, if any, for the Grantees country of residence (and country of employment or engagement as a Consultant, if different).
Acceptance by the Grantee
By selecting the I accept box on the website of the Companys administrative agent, the Grantee acknowledges acceptance of, and consents to be bound by, the Plan and this Agreement and any other rules, agreements or other terms and conditions incorporated herein by reference.
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COUNTRY APPENDIX
ADDITIONAL TERMS AND CONDITIONS TO RESTRICTED STOCK UNIT AWARD AGREEMENT
This Country Appendix (Appendix) includes the following additional terms and conditions that govern the Grantees Stock Award for all Grantees that reside and/or work outside of the United States and outside of the European Union.
Notifications
This Country Appendix also includes information regarding exchange controls and certain other issues of which the Grantee should be aware with respect to the Grantees participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of August 2019. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information in this Country Appendix as the only source of information relating to the consequences of the Grantees participation in the Plan because the information may be out of date at the time that the Restricted Stock Units vest, or Shares are delivered in settlement of the Restricted Stock Units, or the Grantee sells any Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Grantees particular situation, and none of the Company, its Subsidiaries, nor the Administrator is in a position to assure the Grantee of a particular result. Accordingly, the Grantee is advised to seek appropriate professional advice as to how the relevant laws in the Grantees country of residence and/or work may apply to the Grantees situation.
Finally, if the Grantee transfers employment after the Grant Date, or is considered a resident of another country for local law purposes following the Grant Date, the notifications contained herein may not be applicable to the Grantee, and the Administrator shall, in its discretion, determine to what extent the terms and conditions contained herein shall be applicable to the Grantee.
Terms and Conditions Applicable to All Non-U.S. Jurisdictions
English Language. The Grantee acknowledges and agrees that it is the Grantees express intent that this Agreement, the Plan and all other documents, rules, procedures, forms, notices and legal proceedings entered into, given or instituted pursuant to the Stock Award, be drawn up in English. The Grantee further acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Grantee to understand the terms and conditions of this Agreement, the Plan and any rules, procedures, forms or documents related to the Stock Award. If the Grantee has received this Agreement, the Plan or any other rules, procedures, forms or documents related to the Stock Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.
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Repatriation; Compliance with Laws. The Grantee agrees, as a condition of the grant of the Stock Award, to repatriate all payments attributable to the Award and/or cash acquired under the Plan (including, but not limited to, dividends, dividend equivalents, and any proceeds derived from the sale of the Shares acquired pursuant to the Agreement) in accordance with all foreign exchange rules and regulations applicable to the Grantee. The Company and the Administrator reserve the right to impose other requirements on the Grantees participation in the Plan, on the Restricted Stock Units and on any Shares acquired or cash payments made pursuant to the Agreement, to the extent the Company, its Subsidiaries or the Administrator determines it is necessary or advisable in order to comply with local law or to facilitate the administration of the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Finally, the Grantee agrees to take any and all actions as may be required to comply with the Grantees personal legal and tax obligations under all laws, rules and regulations applicable to the Grantee.
Commercial Relationship. The Grantee expressly recognizes that the Grantees participation in the Plan and the Companys Stock Award grant does not constitute an employment relationship between the Grantee and the Company. The Grantee has been granted Stock Awards as a consequence of the commercial relationship between the Company and the Companys Subsidiary that employs the Grantee, and the Companys Subsidiary that employs the Grantee is the Grantees sole employer. Based on the foregoing, the Grantee expressly recognizes that (a) the Plan and the benefits the Grantee may derive from participation in the Plan do not establish any rights between the Grantee and the Subsidiary that employs the Grantee, (b) the Plan and the benefits the Grantee may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by the Subsidiary that employs the Grantee, and (c) any modifications or amendments of the Plan by the Company or the Administrator, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of the Grantees employment with the Subsidiary that employs the Grantee.
Private Placement. The grant of the Stock Award is not intended to be a public offering of securities in the Grantees country of residence and/or employment but instead is intended to be a private placement. As a private placement, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Stock Award is not subject to the supervision of the local securities authorities.
Additional Acknowledgements. The GRANTEE also acknowledges and agrees to the following:
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The grant of the Stock Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Awards or benefits in lieu of the Stock Award even if Stock Awards have been granted repeatedly in the past. |
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The future value of the Shares and any related dividend equivalents is unknown and cannot be predicted with certainty. |
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No claim or entitlement to compensation or damages arises from the forfeiture of the Stock Award or any of the Restricted Stock Units or related dividend equivalents, the termination of the Plan, or the diminution in value of the Restricted Stock Units or Shares, and the Grantee irrevocably releases the Company, its Subsidiaries, the Administrator and their affiliates from any such claim that may arise. |
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None of the Company, its Subsidiaries, nor the Administrator is providing any tax, legal or financial advice or making any recommendations regarding the Grantees participation in the Plan, the grant, vesting or settlement of the Grantees Restricted Stock Units, or the Grantees acquisition or sale of the Shares delivered in settlement of the Restricted Stock Units. The Grantee is hereby advised to consult with his own personal tax, legal and financial advisors regarding his participation in the Plan before taking any action related to the Plan. |
Terms and Conditions Applicable to Canada
Settlement in Shares. Notwithstanding anything to the contrary in the Agreement, this Appendix or the Plan, the Stock Award shall be settled only in Shares of the Company (and may not be settled in cash).
Securities Law Information. The Grantee is permitted to sell Shares acquired through the Plan through the designated broker appointed under the Plan, if any, provided that the resale of such Shares takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed (i.e., the New York Stock Exchange).
Use of English Language. The Grantee acknowledges and agrees that it is the Grantees express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir souhaité expressément que la convention ainsi les notices et la documentation juridique fournis ou mis en uvre ou institués directement ou indirectement, relativement aux présentes, soient rédigés en anglais.
Tax Reporting Information. The Grantee is required to report any foreign specified property (including Shares acquired under the Plan) to the Canada Revenue Agency on Form T1135 (Foreign Income Verification Statement) if the total cost of the Grantees foreign specified property exceeds C$100,000 at any time in the year. The form must be filed by April 30th of the following year. Foreign specified property also includes unvested Restricted Stock Units (generally at nil cost) if the C$100,000 cost threshold is exceeded because of other foreign specified property. The Grantee should consult with his or her personal tax advisor to determine his or her reporting requirements.
Termination of Employment. For purposes of the Stock Award, except as otherwise provided under applicable law, the date of the Grantees termination of employment shall be the date that is the earliest of (i) the date on which the Grantees employment is terminated, (ii) the date on which the Grantee receives notice of termination, or (iii) the date on which the Grantee is no longer actively providing services to the Company or any Subsidiary, regardless of any notice period or period of pay in lieu of such notice required under applicable employment laws in the jurisdiction where the Grantee is employed (including, but not limited to statutory law, regulatory law and/or common law) or the terms of the Grantees employment agreement, if any. The Company shall have the exclusive discretion to determine when the Grantee is no longer actively providing services for purposes of the Award (including whether the Grantee may still be considered to be providing services while on a leave of absence).
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Data Privacy. The Grantee hereby authorizes the Company and the Companys representatives to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved in the administration and operation of the Plan. The Grantee further authorizes the Company and any Subsidiary to disclose and discuss the Plan with their advisors and to record all relevant information and keep such information in the Grantees employee file.
Terms and Conditions Applicable to China
Satisfaction of Regulatory Obligations. If the Grantee is a national of the Peoples Republic of China (PRC), this Restricted Stock Unit grant is subject to additional terms and conditions, as determined by the Company in its sole discretion, in order for the Company to obtain the applicable approvals from the PRC State Administration of Foreign Exchange (SAFE) to permit the operation of the Plan in accordance with applicable PRC exchange control laws and regulations.
Immediate Sale of Shares. If the Grantee is a PRC national, he or she may be required to immediately sell all Shares acquired upon vesting of the Restricted Stock Units (in which case, this Appendix shall give the Company the authority to issue sales instructions on the Grantees behalf). The Grantee agrees to sign any additional agreements, forms and/or consents that reasonably may be requested by the Company (or the Companys designated brokerage firm) to effectuate the sale of the Shares (including, without limitation, as to the transfer of the sale proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters. The Grantee acknowledges that neither the Company nor the designated brokerage firm is under any obligation to arrange for such sale of Shares at any particular price (it being understood that the sale will occur in the market) and that brokers fees and similar expenses may be incurred in any such sale. In any event, when the Shares are sold, the sale proceeds, less any tax withholding, any brokers fees or commissions, and any similar expenses of the sale will be remitted to the Grantee in accordance with applicable exchange control laws and regulations.
Exchange Control Restrictions. The Grantee understands and agrees that, if the Grantee is subject to exchange control laws in China, the Grantee will be required immediately to repatriate to China the proceeds from the sale of any Shares acquired under the Plan. The Grantee further understands that such repatriation of proceeds may need to be effected through a special bank account established by the Company in China, and he or she hereby consents and agrees that proceeds from the sale of Shares acquired under the Plan may be transferred to such account by the Company on his or her behalf prior to being delivered to the Grantee and that no interest shall be paid with respect to funds held in such account. The proceeds may be paid to the Grantee in U.S. dollars or local currency at the Companys discretion. If the proceeds are paid in U.S. dollars, the Grantee understands that a U.S. dollar bank account in China must be established and maintained so that the proceeds may be deposited into such account. If the proceeds are paid in local currency, the Grantee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. The Grantee agrees to bear any currency fluctuation risk between the time the Shares are sold and the net proceeds are converted into local currency and distributed to the Grantee. The Grantee further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.
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Administration. The Company shall not be liable for any costs, fees, lost interest or dividends or other losses the Grantee may incur or suffer resulting from the enforcement of the terms of this Appendix or otherwise from the Companys operation and enforcement of the Plan, the Agreement and the Stock Award in accordance with Chinese law including, without limitation, any applicable SAFE rules, regulations and requirements.
Notifications Applicable to Hong Kong
Settlement in Shares. Notwithstanding anything to the contrary in the Agreement, Appendix or the Plan, the Stock Award shall be settled only in Shares of the Company (and may not be settled in cash).
IMPORTANT NOTICE. WARNING: The Agreement, the Plan and all other materials pertaining to the Plan have not been reviewed by any regulatory authority in Hong Kong. The Grantee understands that the Grantee is hereby advised to exercise caution in relation to the offering thereunder and that if the Grantee has any doubts about any of the contents of the aforementioned materials, the Grantee should obtain independent professional advice.
Terms and Conditions Applicable to Israel
Immediate Sale of Shares. Notwithstanding anything to the contrary in the Agreement, the Grantee may be required to immediately sell all Shares acquired upon vesting of the Restricted Stock Units (in which case, this Appendix shall give the Company the authority to issue sales instructions on the Grantees behalf). The Grantee agrees to sign any additional agreements, forms and/or consents that reasonably may be requested by the Company (or the Companys designated brokerage firm) to effectuate the sale of the Shares (including, without limitation, as to the transfer of the sale proceeds) and shall otherwise cooperate with the Company with respect to such matters. The Grantee acknowledges that neither the Company nor the designated brokerage firm is under any obligation to arrange for such sale of Shares at any particular price (it being understood that the sale will occur in the market) and that brokers fees and similar expenses may be incurred in any such sale. In any event, when the Shares are sold, the sale proceeds, less any tax withholding, any brokers fees or commissions, and any similar expenses of the sale will be remitted to the Grantee.
Securities Law Information. The grant of the Restricted Stock Units does not constitute a public offering under the Securities Law, 1968.
Notifications Applicable to Malaysia
Director Reporting Requirement. If the Grantee is a director of the local affiliate in Malaysia, the Grantee has an obligation to notify the local affiliate in Malaysia in writing: (i) when the Grantee is granted a Stock Award under the Plan, (ii) when the Grantees Restricted Stock Units are settled and the Grantee receives Shares, (iii) when Shares are sold or (iv) when there is an event giving rise to a change with respect to the Grantees interest in the Company. The Grantee must provide
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this notification within 14 days of the date the interest is acquired or disposed of or the occurrence of the event giving rise to the change to enable the local affiliate in Malaysia to comply with the relevant requirements of the Malaysian authorities. The Malaysian Companies Act prescribes criminal penalties for directors who fail to provide such notice.
Notifications Applicable to Mexico
Commercial Relationship. The Grantee expressly acknowledges that the Grantees participation in the Plan and the Companys grant of the Stock Award does not constitute an employment relationship between the Grantee and the Company. The Grantee has been granted the Stock Award as a consequence of the commercial relationship between the Company and the Subsidiary in Mexico that employs the Grantee, and the Companys Subsidiary in Mexico that employs is the Grantees sole employer. Based on the foregoing: (a) the Grantee expressly acknowledges that the Plan and the benefits derived from participation in the Plan do not establish any rights between the Grantee and the Subsidiary in Mexico that employs the Grantee; (b) the Plan and the benefits derived from participation in the Plan are not part of the employment conditions and/or benefits provided by the Subsidiary in Mexico that employs the Grantee; and (c) any modifications or amendments of the Plan or benefits granted thereunder by the Company, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of the Grantees employment with the Subsidiary in Mexico that employs the Grantee.
Extraordinary Item of Compensation. The Grantee expressly recognizes and acknowledges that the Grantees participation in the Plan is a result of the discretionary and unilateral decision of the Company, as well as the Grantees free and voluntary decision to participate in the Plan in accordance with the terms and conditions of the Plan, the Agreement and this Appendix. As such, the Grantee acknowledges and agrees that the Company, in its sole discretion, may amend and/or discontinue the Grantees participation in the Plan at any time and without any liability. The value of the Restricted Stock Units is an extraordinary item of compensation outside the scope of the Grantees employment contract, if any. The Restricted Stock Units are not part of the Grantees regular or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or any similar payments, which are the exclusive obligations of the Companys Subsidiary in Mexico that employs the Grantee.
Notifications Applicable to Singapore
Chief Executive Officer and Director Notification Obligation. The Grantee acknowledges that if he / she is the Chief Executive Office (CEO) or a a director or shadow director of a Subsidiary in Singapore, the Grantee is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Subsidiary in Singapore in writing when the Grantee receives an interest (e.g., Restricted Stock Units, Shares) in the Company. In addition, the Grantee acknowledges that he / she must notify the Subsidiary in Singapore when he / she sells Shares. These notifications must be made within two days of acquiring or disposing of an interest in the Company. In addition, the Grantee acknowledges that he / she must make a notification of the Grantees interest in the Company within two days of becoming the CEO or a director.
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Securities Law Information. The Restricted Stock Unit are being granted to grantees pursuant to the Qualifying Person exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (SFA). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Grantee should note that the Restricted Stock Units are subject to section 257 of the SFA and the Grantee will not be able to make (i) any subsequent sale of the Shares in Singapore or (ii) any offer of such subsequent sale of Shares subject to the Restricted Stock Units in Singapore, unless such sale or offer is made pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA.
Notifications Applicable to Switzerland
Securities Law Information. The Restricted Stock Units are not intended to be publicly offered in or from Switzerland. Because the offer of the Restricted Stock Units is considered a private offering, it is not subject to registration in Switzerland. Neither this document nor any other materials relating to the Restricted Stock Units (a) constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, (b) may be publicly distributed or otherwise made publicly available in Switzerland or (c) has been or will be filed with, approved or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority (FINMA)).
Notifications Applicable to Taiwan
Securities Law Information. The offer to participate in the Plan is available only for employees of the Company and its Subsidiaries. The offer to participate in the Plan is not a public offer of securities by a Taiwanese company. Therefore, it is not subject to registration in Taiwan.
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Exhibit 10.6
JABIL INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
(TBRSU OEU)
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the Agreement) is made as of October 17, 2019 (the Grant Date) between JABIL INC. a Delaware corporation (the Company) and ______________ (the Grantee).
Background Information
A. The Board of Directors (the Board) and stockholders of the Company previously adopted the Jabil Circuit, Inc. 2011 Stock Award and Incentive Plan (the Plan).
B. Section 8 of the Plan provides that the Administrator shall have the discretion and right to grant Stock Awards, including Stock Awards denominated in units representing rights to receive shares, to any Employees or Consultants or Non-Employee Directors, subject to the terms and conditions of the Plan and any additional terms provided by the Administrator. The Administrator has made a Stock Award grant denominated in units to the Grantee as of the Grant Date pursuant to the terms of the Plan and this Agreement.
C. The Grantee desires to accept the Stock Award grant and agrees to be bound by the terms and conditions of the Plan and this Agreement.
D. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
Agreement
1. Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee _____ restricted stock units (the Restricted Stock Units) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Companys policies regulating trading by Employees or Consultants or Non-Employee Directors, including any applicable blackout or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or clawback policy of the Company, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantees rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.
2. Vesting. Except as may be otherwise provided in Section 3 of this Agreement, the vesting of the Grantees rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The Grantees rights and interest in the Restricted Stock Units shall become vested and non-forfeitable at the rate of thirty percent (30%) of the initial Restricted Stock Units on the first anniversary of Grant Date, and an additional thirty percent (30%) of the initial Restricted Stock Units on the second anniversary of Grant Date, and an additional forty percent (40%) of the initial Restricted Stock Units on the third anniversary of Grant Date, provided that in all instances the Grantee is an Employee of, or Consultant to, or Non-Employee Director of, the Company or a Subsidiary. A date at which a Restricted Stock Unit is to become vested under this Section 2 is referred to herein as a Stated Vesting Date.
3. Change in Control. In the event of a Change in Control, any portion of the Restricted Stock Units that is not yet vested on the date such Change in Control is determined to have occurred:
(a) shall become fully vested on the first anniversary of the date of such Change in Control (the Change in Control Anniversary) if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director does not terminate prior to the Change in Control Anniversary;
(b) shall become fully vested on the Date of Termination if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company without Cause or resignation by the Grantee for Good Reason; or
(c) shall not become fully vested if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company for Cause or resignation by the Grantee without Good Reason, but only to the extent such Restricted Stock Units have not previously become vested.
This Section 3 shall supersede the standard vesting provision contained in Section 2 of this Agreement only to the extent that it results in accelerated vesting of the Restricted Stock Units, and it shall not result in a delay of any vesting or non-vesting of any Restricted Stock Units that otherwise would occur at a Stated Vesting Date under the terms of the standard vesting provision contained in Section 2 of this Agreement.
For purposes of this Section 3, the following definitions shall apply:
(d) Cause means:
(i) The Grantees conviction of a crime involving fraud or dishonesty; or
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(ii) The Grantees continued willful or reckless material misconduct in the performance of the Grantees duties after receipt of written notice from the Company concerning such misconduct;
provided, however, that for purposes of Section 3(d)(ii), Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Grantee in good faith to have been in or not opposed to the interest of the Company (without intent of the Grantee to gain, directly or indirectly, a profit to which the Grantee was not legally entitled).
(e) Good Reason means:
(i) The assignment to the Grantee of any duties adverse to the Grantee and materially inconsistent with the Grantees position (including status, titles and reporting requirement), authority, duties or responsibilities, or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action that is not taken in bad faith;
(ii) Any material reduction in the Grantees compensation; or
(iii) Change in location of the Grantees assigned office of more than 35 miles without prior consent of the Grantee.
The Grantees resignation will not constitute a resignation for Good Reason unless the Grantee first provides written notice to the Company of the existence of the Good Reason within 90 days following the effective date of the occurrence of the Good Reason, and the Good Reason remains uncorrected by the Company for more than 30 days following receipt of such written notice of the Good Reason from the Grantee to the Company, and the effective date of the Grantees resignation is within one year following the effective date of the occurrence of the Good Reason.
4. Timing and Manner of Settlement of Restricted Stock Units.
(a) Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at a Stated Vesting Date in accordance with Section 2 of this Agreement, such Restricted Stock Units will be settled at a date (the Stated Settlement Date) that is as prompt as practicable after the Stated Vesting Date but in no event later than two and one-half (2-1/2) months after such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as Prompt Settlement). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6 or that are settled under Section 2 after the Grantee has become Retirement-eligible under Section 6 will be as follows:
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(i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A will be settled as follows:
(A) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantees death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Companys fiscal year in which death occurred;
(B) Restricted Stock Units that become vested in accordance with Section 6(c) (due to the Grantees termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director; and
(C) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b).
(ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (409A RSUs) will be settled as follows:
(A) 409A RSUs that become vested in accordance with Section 6(b) (due to the Grantees death) will be settled on the 30th day after the date of the Grantees death;
(B) 409A RSUs that become vested in accordance with Section 6(c) (due to the Grantees termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and
(C) 409A RSUs that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a 409A Change in Control), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such 409A RSUs will be settled in a Prompt Settlement following the earliest of the applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and
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(D) 409A RSUs that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).
(b) Manner of Settlement. The Company may make delivery of Shares of Common Stock in settlement of Restricted Stock Units by either delivering one or more certificates representing such Shares to the Grantee (or his beneficiary in the event of death), registered in the name of the Grantee (and any joint name, if so directed by the Grantee), or by depositing such Shares into a stock brokerage account maintained for the Grantee (or of which the Grantee is a joint owner, with the consent of the Grantee). If the Company determines to settle Restricted Stock Units by making a deposit of Shares into such an account, the Company may settle any fractional Restricted Stock Unit by means of such deposit. In other circumstances or if so determined by the Company, the Company shall instead pay cash in lieu of any fractional Share, on such basis as the Administrator may determine. In no event will the Company issue fractional Shares.
(c) Effect of Settlement. Neither the Grantee nor any of the Grantees successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units that have been paid and settled. Although a settlement date or range of dates for settlement are specified above in order to comply with Code Section 409A, the Company retains discretion to determine the settlement date, and no Grantee or beneficiary of a Grantee shall have any claim for damages or loss by virtue of the fact that the market price of Common Stock was higher on a given date upon which settlement could have been made as compared to the market price on or after the actual settlement date (any claim relating to settlement will be limited to a claim for delivery of Shares and related dividend equivalents).
5. Restrictions on Transfer. The Grantee shall not have the right to make or permit to occur any transfer, assignment, pledge, hypothecation or encumbrance of all or any portion of the Restricted Stock Units, related rights to dividend equivalents or any other rights relating thereto, whether outright or as security, with or without consideration, voluntary or involuntary, and the Restricted Stock Units, related rights to dividend equivalents and other rights relating thereto, shall not be subject to execution, attachment, lien, or similar process; provided, however, the Grantee will be entitled to designate a beneficiary or beneficiaries to receive any settlement in respect of the Restricted Stock Units upon the death of the Grantee, in the manner and to the extent permitted by the Administrator. Any purported transfer or other transaction not permitted under this Section 5 shall be deemed null and void.
6. Forfeiture. Except as may be otherwise provided in this Section 6, the Grantee shall forfeit all of his rights and interest in the Restricted Stock Units and related dividend equivalents if his Continuous Status as an Employee or Consultant or Non-Employee Director terminates for any reason before the Restricted Stock Units become vested in accordance with Section 2 or Section 3 of this Agreement.
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(a) Retirement. In the event of the Grantees Retirement in accordance with the terms and conditions set forth in this Section 6(a), the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall be treated as not having terminated for a number of years determined in accordance with this Section 6(a) for purposes of application of the vesting provisions of this Agreement. For purposes of this Section 6(a), Retirement means termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director after the Grant Date or the anniversary of the Grant Date at which the Grantee has completed twenty (20) Full Years of Continuous Status as an Employee or Consultant or Non-Employee Director.
For purposes of this Section 6(a), Full Year means a twelve-month period beginning on the date of the Grantees commencement of service for the Company or a Subsidiary and each anniversary thereof. Except as otherwise provided in this Section 6(a), the time period of Continuous Status as an Employee or Consultant or Non-Employee Director for a Grantee whose service with the Company or a Subsidiary terminates and who subsequently returns to service with the Company or a Subsidiary shall include all time periods of the Grantees service for the Company or a Subsidiary for purposes of this Section 6(a). This Section 6(a) will only apply to a Retirement if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director does not terminate due to Cause as defined in this Agreement. In addition, this Section 6(a) will only apply to a Retirement if the Grantee executes the agreement, if any, required under Section 6(d). For a Grantee who became an Employee or Consultant or Non-Employee Director of the Company or a Subsidiary following the acquisition of his or her employer by the Company or a Subsidiary, service with the acquired employer shall not count toward the number of years of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director for purposes of this Section 6(a), and Continuous Status as an Employee or Consultant or Non-Employee Director shall be measured from the commencement of the Grantees service for the Company or a Subsidiary following such acquisition. For purposes of this Section 6(a), the number of years of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall also include service with Jabil Circuit Co., a Michigan corporation and predecessor to the Company, and any Predecessor Subsidiary. For purposes of this Section 6(a), Predecessor Subsidiary means a company of which not less than fifty percent (50%) of the voting shares were held by Jabil Circuit Co. or a Predecessor Subsidiary. For purposes of this Section 6(a), for a Grantee who subsequent to the Grant Date performs service for the Company or a Subsidiary in a role as an employee of the Company or a Subsidiary that no longer includes being a state law officer of the Company or an employee of the Company with a title that is at least the equivalent of Vice President, or a substantially equivalent position of a Subsidiary (Subsequent Non-Officer Service), the time period of such Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall not include the time period of any such Subsequent Non-Officer Service, but shall include any time period during which such Grantee subsequently resumes service for the Company or a Subsidiary in a role as an employee of the Company or a Subsidiary that includes being a state law officer of the Company or an employee of the Company with a title that is at least the equivalent of Vice President, or a substantially equivalent position of a Subsidiary.
If this Section 6(a) applies to the Grantees Retirement, the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director shall be treated as not having terminated for the number of years beginning on the effective date of the Retirement, or the remaining portion of the vesting period, whichever is applicable, in accordance with the following table based on the Grantees age and full years of Continuous Status as an Employee or Consultant or Non-Employee Director at the later of the Grant Date or the anniversary of the Grant Date next preceding the effective date of the Retirement:
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Full Years of Continuous Status as an Employee or Consultant or Non-Employee Director |
||||
20 Years | 25 Years | 30 or More Years | ||
2 years | 3 years | Full vesting period |
Accordingly, upon such Retirement, Restricted Stock Units that otherwise would be forfeited because the Stated Vesting Date is a date after the effective date of the Retirement will not be forfeited if the Stated Vesting Date would have been reached had the Grantee remained in Continuous Status as an Employee or Consultant or Non-Employee Director for the additional period specified in the table above. Settlement of any such Restricted Stock Units will not be accelerated upon Retirement, but will remain subject to Section 4. Any portion of the Restricted Stock Units that would not become vested under Section 2 assuming the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director as set forth in the above table will be forfeited upon Retirement. Accordingly, the death of the Grantee following Retirement or a Change in Control following Retirement shall not affect the application of this Section 6(a), although such events will trigger a settlement of the Restricted Stock Units not forfeited by operation of this Section 6(a) in accordance with Section 4.
(b) Death. In the event that the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates due to death at a time that any of the Grantees Restricted Stock Units have not yet vested, such Restricted Stock Units shall not be forfeited but instead shall become fully vested at the date of death.
(c) Disability. In the event that the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates due to Disability at a time that any of the Grantees Restricted Stock Units have not yet vested, such Restricted Stock Units shall not be forfeited but instead shall become fully vested at the date of termination, provided that such accelerated vesting will only apply if the Grantee executes the agreement, if any, required under Section 6(d).
(d) Execution of Separation Agreement and Release. Unless otherwise determined by the Administrator, as a condition to the non-forfeiture of Restricted Stock Units upon Retirement under Section 6(a) or the accelerated vesting of Restricted Stock Units under Section 6(c), the Grantee shall be required to execute a separation agreement and release, in a form prescribed by the Administrator, setting forth covenants relating to noncompetition, nonsolicitation, nondisparagement, confidentiality and similar covenants for the protection of the Companys business, and releasing the Company from liability in connection with the Grantees termination. Such agreement shall provide for the forfeiture and/or clawback of the Restricted Stock Units subject to Section 6(a) or 6(c), and the Shares of Common Stock issued or issuable in settlement of the Restricted Stock Units, and related dividend equivalents and any other related rights, in the event of the Grantees failure to comply with the terms of such agreement. The Administrator will provide the form of such agreement to the Grantee at the date of termination, and the Grantee must
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execute and return such form within the period specified by law or, if no such period is specified, within 21 days after receipt of the form of agreement, and not revoke such agreement within any permitted revocation period (the end of these periods being the Agreement Effectiveness Deadline). If any Restricted Stock Units subject to Section 6(a) or 6(c) or related rights would be required to be settled before the Agreement Effectiveness Deadline, the settlement shall not be delayed pending the receipt and effectiveness of the agreement, but any such Restricted Stock Units or related rights settled before such receipt and effectiveness shall be subject to a clawback (repaying to the Company the Shares and cash paid upon settlement) in the event that the agreement is not received and effective and not revoked by the Agreement Effectiveness Deadline.
7. Dividend Equivalents; Adjustments.
(a) Dividend Equivalents. During the period beginning on the Grant Date and ending on the date that Shares are issued in settlement of a Restricted Stock Unit, the Grantee will accrue dividend equivalents on Restricted Stock Units equal to the cash dividend or distribution that would have been paid on the Restricted Stock Unit had the Restricted Stock Unit been an issued and outstanding Share of Common Stock on the record date for the dividend or distribution. Such accrued dividend equivalents (i) will vest and become payable upon the same terms and at the same time of settlement as the Restricted Stock Units to which they relate, and (ii) will be denominated and payable solely in cash. Dividend equivalent payments, at settlement, will be net of applicable federal, state, local and foreign income and social insurance withholding taxes (subject to Section 8).
(b) Adjustments. The number of Restricted Stock Units credited to the Grantee shall be subject to adjustment by the Company, in accordance with Section 13 of the Plan, in order to preserve without enlarging the Grantees rights with respect to such Restricted Stock Units. Any such adjustment shall be made taking into account any crediting of cash dividend equivalents to the Grantee under Section 7(a) in connection with such transaction or event. In the case of an extraordinary cash dividend, the Administrator may determine to adjust the Grantees Restricted Stock Units under this Section 7(b) in lieu of crediting cash dividend equivalents under Section 7(a). Restricted Stock Units credited to the Grantee as a result of an adjustment shall be subject to the same forfeiture and settlement terms as applied to the related Restricted Stock Units prior to the adjustment.
8. Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the Grantees employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantees participation in the Plan and legally applicable to the Grantee (Tax-Related Items), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantees responsibility and may exceed the amount actually withheld by the Company or any of its affiliates, if any. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantees liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
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Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(a) withholding from the Grantees wages or other cash compensation paid to the Grantee by the Company and/or its Subsidiaries; or
(b) withholding in Shares to be delivered upon settlement; or
(c) withholding from dividend equivalent payments (payable in cash) related to the Shares to be delivered at settlement.
To avoid negative accounting treatment, the Company and/or its Subsidiaries may withhold or account for Tax-Related Items by considering applicable withholding rates but not exceeding the maximum statutory withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares attributable to the awarded Restricted Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantees participation in the Plan.
Finally, the Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account for as a result of the Grantees participation in the Plan that are not satisfied by the means previously described. The Company may refuse to issue or deliver the Shares if the Grantee fails to comply with the Grantees obligations in connection with the Tax-Related Items.
9. Code Section 409A.
(a) General. Payments made pursuant to this Agreement are intended to be exempt from Section 409A of the Code or to otherwise comply with Section 409A of the Code. Accordingly, other provisions of the Plan or this Agreement notwithstanding, the provisions of this Section 9 will apply in order that the Restricted Stock Units, and related dividend equivalents and any other related rights, will be exempt from or otherwise comply with Code Section 409A. In addition, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all Restricted Stock Units, and related dividend equivalents and any other related rights, are exempt from or otherwise have terms that comply, and in operation comply, with Code Section 409A (including, without limitation, the avoidance of penalties thereunder). Other provisions of the Plan and this Agreement notwithstanding, the Company makes no representations that the Restricted Stock Units, and related dividend equivalents and any other related rights, will be exempt from or avoid any penalties that may apply under Code Section 409A, makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units and related dividend equivalents and any other related rights, and will not indemnify or provide a gross up payment to a Grantee (or his beneficiary) for any taxes, interest or penalties imposed under Code Section 409A.
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(b) Restrictions on 409A RSUs. In the case of any 409A RSUs, the following restrictions will apply:
(i) Separation from Service. Any payment in settlement of the 409A RSUs that is triggered by a termination of Continuous Status as an Employee or Consultant or Non-Employee Director (or other termination of employment) hereunder will occur only if the Grantee has had a separation from service within the meaning of Treasury Regulation § 1.409A-1(h), with such separation from service treated as the termination for purposes of determining the timing of any settlement based on such termination.
(ii) Six-Month Delay Rule. The six-month delay rule will apply to 409A RSUs if these four conditions are met:
(A) the Grantee has a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h)) for a reason other than death;
(B) a payment in settlement is triggered by such separation from service; and
(C) the Grantee is a specified employee under Code Section 409A.
If it applies, the six-month delay rule will delay a settlement of 409A RSUs triggered by separation from service where the settlement otherwise would occur within six months after the separation from service, subject to the following:
(D) any delayed payment shall be made on the date six months and one day after separation from service;
(E) during the six-month delay period, accelerated settlement will be permitted in the event of the Grantees death and for no other reason (including no acceleration upon a Change in Control) except to the extent permitted under Code Section 409A; and
(F) any settlement that is not triggered by a separation from service, or is triggered by a separation from service but would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule.
(c) Other Compliance Provisions. The following provisions apply to Restricted Stock Units:
(i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that is scheduled to vest at a separate Stated Vesting Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A.
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(ii) The settlement of 409A RSUs may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs.
(iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2).
(iv) Any restriction imposed on 409A RSUs hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 409A RSU except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a deferral of compensation under Code Section 409A.
(v) If any mandatory term required for 409A RSUs or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein.
(vi) In the case of any settlement of Restricted Stock Units during a specified period following the Stated Vesting Date or other date triggering a right to settlement, the Grantee shall have no influence on any determination as to the tax year in which the settlement will be made.
(vii) In the case of any Restricted Stock Unit that is not a 409A RSU, if the circumstances arise constituting a Disability but termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability.
(viii) If the Company has a right of setoff that could apply to a 409A RSU, such right may only be exercised at the time the 409A RSU would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.
10. No Effect on Employment or Rights under the Plan. Nothing in the Plan or this Agreement shall confer upon the Grantee the right to continue in the employment of the Company or any Subsidiary or affect any right which the Company or any Subsidiary may have to terminate the employment of the Grantee regardless of the effect of such termination of employment on the rights of the Grantee under the Plan or this Agreement. If the Grantees employment is terminated for any reason whatsoever (and whether lawful or otherwise), he will not be entitled to claim any compensation for or in respect of any consequent diminution or extinction of his rights or benefits (actual or prospective) under this Agreement or any Award or otherwise in connection with the
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Plan. The rights and obligations of the Grantee under the terms of his employment with the Company or any Subsidiary will not be affected by his participation in the Plan or this Agreement, and neither the Plan nor this Agreement form part of any contract of employment between the Grantee and the Company or any Subsidiary. The granting of Awards under the Plan is entirely at the discretion of the Administrator, and the Grantee shall not in any circumstances have any right to be granted an Award.
11. Governing Laws. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.
12. Successors; Severability; Entire Agreement; Headings. This Agreement shall inure to the benefit of, and be binding upon, the Company and the Grantee and their heirs, legal representatives, successors and permitted assigns. In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein. Subject to the terms and conditions of the Plan and any rules adopted by the Company or the Administrator and applicable to this Agreement, which are incorporated herein by reference, this Agreement expresses the entire understanding and agreement of the parties hereto with respect to such terms, restrictions and limitations. Section headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.
13. Grantee Acknowledgements and Consents.
(a) Data Privacy. As communicated in Jabils Notice of Data Collection, Processing and Transfer of Employee Personal Data, as updated from time to time.
Data Collection and Usage. The Company collects, processes and uses personal data about the Grantee, including but not limited to, the Grantees name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards, rights or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in the Grantees favor, which the Company receives from the Grantee or the Grantees employer. In order for the Grantee to participate in the Plan, the Company will collect his or her personal data for purposes of allocating Shares and implementing, administering and managing the Plan. The Companys legal basis for the processing of the Grantees personal data is based on the necessity for Companys performance of its obligations under the Plan and pursuant to the Companys legitimate business interests.
Stock Plan Administration and Service Providers. The Company may transfer the Grantees data to one or more third party stock plan service providers based in the United States (U.S.), which may assist the Company with the implementation, administration and management of the Plan. Such service provider(s) may open an account for the Grantee to receive and trade Shares. The Grantee may be asked to acknowledge, or agree to, separate terms and data processing practices with the service provider(s).
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International Data Transfers. The Grantees personal data will be transferred from the Grantees country to the U.S., where the Company and its service providers are based. The Companys legal basis for the transfer of the Grantees data to the U.S. is that it is authorized by the Companys participation in the EU-U.S. Privacy Shield and/or its use of the standard data protection clauses adopted by the EU Commission.
Data Retention. The Company will use the Grantees personal data only as long as necessary to implement, administer and manage the Grantees participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities laws. When the Company no longer needs the Grantees personal data, which will generally be seven (7) years after the Grantee participates in the Plan, the Company will remove it from its systems. If the Company keeps the data longer, it would be to satisfy legal or regulatory obligations and the Companys legal basis would be relevant laws or regulations.
Data Subject Rights. The Grantee understands that he or she may have a number of rights under data privacy laws in the Grantees jurisdiction. Depending on where the Grantee is based, such rights may include the right to (i) request access or copies of personal data processed by the Company, (ii) rectification of incorrect data, (iii) deletion of data, (iv) restrictions on processing of data, (v) portability of data, (vi) lodge complaints with competent authorities in the Grantees jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of the Grantees personal data. To receive clarification regarding these rights or to exercise these rights, the Grantee can contact his or her local human resources department.
(b) Voluntary Participation. The Grantees participation in the Plan is voluntary. The value of the Restricted Stock Units is an extraordinary item of compensation. Unless otherwise expressly provided in a separate agreement between the Grantee and the Company or a Subsidiary, the Restricted Stock Units are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
(c) Electronic Delivery and Acceptance. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE HEREBY CONSENTS TO ELECTRONIC DELIVERY OF THE PLAN, THE PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS RELATED TO THE PLAN (COLLECTIVELY, THE PLAN DOCUMENTS). THE COMPANY WILL DELIVER THE PLAN DOCUMENTS ELECTRONICALLY TO THE GRANTEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS INTRANET WEBSITE OR BY ANOTHER MODE OF ELECTRONIC DELIVERY AS DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE CONSENTS AND AGREES THAT SUCH PROCEDURES AND DELIVERY MAY BE EFFECTED BY A BROKER OR THIRD PARTY ENGAGED BY THE COMPANY TO PROVIDE ADMINISTRATIVE SERVICES RELATED TO THE PLAN. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE HEREBY CONSENTS TO ANY AND ALL PROCEDURES THE COMPANY HAS ESTABLISHED OR MAY ESTABLISH FOR ANY ELECTRONIC SIGNATURE SYSTEM FOR DELIVERY AND ACCEPTANCE OF ANY PLAN DOCUMENTS, INCLUDING THIS AGREEMENT, THAT THE COMPANY MAY ELECT TO DELIVER AND AGREES THAT HIS ELECTRONIC SIGNATURE IS THE SAME AS, AND WILL HAVE THE SAME FORCE
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AND EFFECT AS, HIS MANUAL SIGNATURE. THE COMPANY WILL SEND TO THE GRANTEE AN E-MAIL ANNOUNCEMENT WHEN THE PLAN DOCUMENTS ARE AVAILABLE ELECTRONICALLY FOR THE GRANTEES REVIEW, DOWNLOAD OR PRINTING AND WILL PROVIDE INSTRUCTIONS ON WHERE THE PLAN DOCUMENTS CAN BE FOUND. UNLESS OTHERWISE SPECIFIED IN WRITING BY THE COMPANY, THE GRANTEE WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS ELECTRONICALLY THROUGH THE COMPANYS COMPUTER NETWORK. THE GRANTEE WILL HAVE THE RIGHT TO RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN REQUEST FOR A PAPER COPY TO THE ADMINISTRATOR. THE GRANTEES CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS WILL BE VALID AND REMAIN EFFECTIVE UNTIL THE EARLIER OF (i) THE TERMINATION OF THE GRANTEES PARTICIPATION IN THE PLAN AND (ii) THE WITHDRAWAL OF THE GRANTEES CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE OF THE PLAN DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES THAT THE GRANTEE HAS THE RIGHT AT ANY TIME TO WITHDRAW HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE OF THE PLAN DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADMINISTRATOR. IF THE GRANTEE WITHDRAWS HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE, THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN DOCUMENTS WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE ACKNOWLEDGES THAT HE IS ABLE TO ACCESS, VIEW AND RETAIN AN E-MAIL ANNOUNCEMENT INFORMING THE GRANTEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION.
(d) Unfunded Plan. The Grantee acknowledges and agrees that any rights of the Grantee relating to the Grantees Restricted Stock Units and related dividend equivalents and any other related rights shall constitute bookkeeping entries on the books of the Company and shall not create in the Grantee any right to, or claim against, any specific assets of the Company or any Subsidiary, nor result in the creation of any trust or escrow account for the Grantee. With respect to the Grantees entitlement to any payment hereunder, the Grantee shall be a general creditor of the Company.
14. Additional Acknowledgements. By accepting this Agreement electronically, the Grantee and the Company agree that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Agreement. The Grantee has reviewed in its entirety the prospectus that summarizes the terms of the Plan and this Agreement, has had an opportunity to request a copy of the Plan in accordance with the procedure described in the prospectus, has had an opportunity to obtain the advice of counsel prior to electronically accepting this Agreement and fully understands all provisions of the Plan and this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement.
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15. Country Appendix. Notwithstanding any provision of this Agreement to the contrary, this Restricted Stock Unit grant and any Shares issued pursuant to this Agreement shall be subject to the applicable terms and provisions as set forth in the Country Appendix attached hereto and incorporated herein, if any, for the Grantees country of residence (and country of employment or engagement as a Consultant, if different).
Acceptance by the Grantee
By selecting the I accept box on the website of the Companys administrative agent, the Grantee acknowledges acceptance of, and consents to be bound by, the Plan and this Agreement and any other rules, agreements or other terms and conditions incorporated herein by reference.
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COUNTRY APPENDIX
ADDITIONAL TERMS AND CONDITIONS TO RESTRICTED STOCK UNIT AWARD
AGREEMENT
(EU)
This Country Appendix (Appendix) includes the following additional terms and conditions that govern the Grantees Stock Award for all Grantees that reside and/or work in a European Union jurisdiction.
Notifications
This Country Appendix also includes information regarding exchange controls and certain other issues of which the Grantee should be aware with respect to the Grantees participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of August 2019. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information in this Country Appendix as the only source of information relating to the consequences of the Grantees participation in the Plan because the information may be out of date at the time that the Restricted Stock Units vest, or Shares are delivered in settlement of the Restricted Stock Units, or the Grantee sells any Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Grantees particular situation, and none of the Company, its Subsidiaries, nor the Administrator is in a position to assure the Grantee of a particular result. Accordingly, the Grantee is advised to seek appropriate professional advice as to how the relevant laws in the Grantees country of residence and/or work may apply to the Grantees situation.
Finally, if the Grantee transfers employment after the Grant Date, or is considered a resident of another country for local law purposes following the Grant Date, the notifications contained herein may not be applicable to the Grantee, and the Administrator shall, in its discretion, determine to what extent the terms and conditions contained herein shall be applicable to the Grantee.
Terms and Conditions Applicable to All EU Jurisdictions
English Language. The Grantee acknowledges and agrees that it is the Grantees express intent that this Agreement, the Plan and all other documents, rules, procedures, forms, notices and legal proceedings entered into, given or instituted pursuant to the Stock Award, be drawn up in English. The Grantee further acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Grantee to understand the terms and conditions of this Agreement, the Plan and any rules, procedures, forms or documents related to the Stock Award. If the Grantee has received this Agreement, the Plan or any other rules, procedures, forms or documents related to the Stock Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.
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Repatriation; Compliance with Laws. The Grantee agrees, as a condition of the grant of the Stock Award, to repatriate all payments attributable to the Award and/or cash acquired under the Plan (including, but not limited to, dividends, dividend equivalents, and any proceeds derived from the sale of the Shares acquired pursuant to the Agreement) in accordance with all foreign exchange rules and regulations applicable to the Grantee. The Company and the Administrator reserve the right to impose other requirements on the Grantees participation in the Plan, on the Restricted Stock Units and on any Shares acquired or cash payments made pursuant to the Agreement, to the extent the Company, its Subsidiaries or the Administrator determines it is necessary or advisable in order to comply with local law or to facilitate the administration of the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Finally, the Grantee agrees to take any and all actions as may be required to comply with the Grantees personal legal and tax obligations under all laws, rules and regulations applicable to the Grantee.
Commercial Relationship. The Grantee expressly recognizes that the Grantees participation in the Plan and the Companys Stock Award grant does not constitute an employment relationship between the Grantee and the Company. The Grantee has been granted Stock Awards as a consequence of the commercial relationship between the Company and the Companys Subsidiary that employs the Grantee, and the Companys Subsidiary that employs the Grantee is the Grantees sole employer. Based on the foregoing, the Grantee expressly recognizes that (a) the Plan and the benefits the Grantee may derive from participation in the Plan do not establish any rights between the Grantee and the Subsidiary that employs the Grantee, (b) the Plan and the benefits the Grantee may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by the Subsidiary that employs the Grantee, and (c) any modifications or amendments of the Plan by the Company or the Administrator, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of the Grantees employment with the Subsidiary that employs the Grantee.
Private Placement. The grant of the Stock Award is not intended to be a public offering of securities in the Grantees country of residence and/or employment but instead is intended to be a private placement. As a private placement, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Stock Award is not subject to the supervision of the local securities authorities.
Additional Acknowledgements. The GRANTEE also acknowledges and agrees to the following:
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The grant of the Stock Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Awards or benefits in lieu of the Stock Award even if Stock Awards have been granted repeatedly in the past. |
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The future value of the Shares and any related dividend equivalents is unknown and cannot be predicted with certainty. |
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No claim or entitlement to compensation or damages arises from the forfeiture of the Stock Award or any of the Restricted Stock Units or related dividend equivalents, the termination of the Plan, or the diminution in value of the Restricted Stock Units or Shares, and the Grantee irrevocably releases the Company, its Subsidiaries, the Administrator and their affiliates from any such claim that may arise. |
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None of the Company, its Subsidiaries, nor the Administrator is providing any tax, legal or financial advice or making any recommendations regarding the Grantees participation in the Plan, the grant, vesting or settlement of the Grantees Restricted Stock Units, or the Grantees acquisition or sale of the Shares delivered in settlement of the Restricted Stock Units. The Grantee is hereby advised to consult with his own personal tax, legal and financial advisors regarding his participation in the Plan before taking any action related to the Plan. |
Notifications Applicable to Austria
Consumer Protection Information. If the provisions of the Austrian Consumer Protection Act are applicable to the Agreement and the Plan, the Grantee may be entitled to revoke the Grantees acceptance of the Agreement (and thereby revoke his acceptance of the Restricted Stock Units) under the conditions listed below:
(i) If the Grantee accepts the Stock Award, the Grantee may be entitled to revoke the Grantees acceptance; provided the revocation is made within one week after such electronic acceptance of the Agreement.
(ii) The revocation must be in written form to be valid and will revoke both acceptance of the Agreement and acceptance of the Restricted Stock Units awarded thereunder. It is sufficient if the Grantee returns the Agreement to the Administrator or a Company representative with language which can be understood as a refusal to conclude or honor the Agreement; provided the revocation is sent within the period discussed above.
Exchange Control Information. The Grantee may be required to comply with certain exchange control obligations if the Grantee holds securities (including Shares) or cash (including proceeds from the sale of such Shares) outside of Austria. If the transaction volume of all of the Grantees accounts abroad meets or exceeds 10,000,000, the movement and balance of all accounts must be reported monthly to the Austrian National Bank, as of the last day of the month, on or before the fifteenth day of the following month using the prescribed form Meldungen SI-Forderungen und/oder SI-Verpflichturngen.
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Terms and Conditions Applicable to Denmark
Treatment of Stock Awards Upon Termination of Employment. Notwithstanding any provision in the Agreement or the Plan to the contrary, if the Grantee is determined to be an Employee, as defined in Section 2 of the Danish Act on the Use of Rights to Purchase or Subscribe for Shares etc. in Employment Relationships (the Stock Option Act), the treatment of the Stock Award upon the Grantees termination of employment may be governed by Sections 4 and 5 of the Stock Option Act. However, if the provisions in the Agreement or the Plan governing the treatment of the Stock Award upon termination of employment are more favorable, then the provisions of the Agreement or the Plan shall govern.
Foreign Asset / Account Reporting Information. The new Danish Tax Reporting Act that entered into force on January 1, 2019 removed the rules that previously obligated individuals to inform the Danish Tax Administration about shares held in foreign bank or brokerage accounts and deposit accounts with a foreign bank or broker. The use of the relevant Forms V and K are discontinued as of January 1, 2019 and replaced by automatic exchange of information regarding bank and brokerage accounts.
However, the Grantee must still report foreign bank/broker accounts and their deposits, as well as shares held in a foreign bank or broker account in the Grantees tax return under the section on foreign affairs and income.
Terms and Conditions Applicable to France
Tax Information. The Stock Award is not intended to be a French-qualified award.
Language Consent. By accepting the Award and the Agreement, which provides for the terms and conditions of the Award, the Grantee confirms having read and understood the documents relating to this grant (the Plan and the Agreement, including this Appendix) which were provided in English language. The Grantee accepts the terms of those documents accordingly. En acceptant lAttribution et ce Contrat qui contient les termes et conditions de lAttribution, le Bénéficiaire confirmez avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat, ainsi que la présente Annexe) qui vous ont été transmis en langue anglaise. Le Bénéficiaire acceptez ainsi les conditions et termes de ces documents.
Foreign Asset / Account Reporting Information. The Grantee should report all foreign accounts (whether open, current or closed) to the French tax authorities when filing his / her annual tax return. The Grantee should consult his / her personal advisor to ensure compliance with applicable reporting obligations.
Notifications Applicable to Germany
Exchange Control Information. Cross border payments in excess of 12,500 must be reported monthly to the German Federal Bank (Bundesbank). The Grantee understands that in the event he or she receives a payment in excess of this amount in connection with the sale of securities (including Shares acquired under the Plan), the Grantee must report the payment to Bundesbank electronically using the General Statistics Reporting Portal (Allgemeines Meldeportal Statistik) available via Bundesbanks website (www.bundesbank.de).
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Foreign Asset/Account Reporting Information. If the Grantees acquisition of shares under the Plan leads to a so-called qualified participation at any point during the calendar year, the Grantee will need to report the acquisition when he or she files his or her tax return for the relevant year. A qualified participation is attained if the value of the shares acquired exceeds 150,000. The Grantee will be responsible for obtaining the appropriate form from a German federal bank and complying with the applicable reporting obligations.
Notifications Applicable to Ireland
Director Notification Requirement. If the Grantee is a director, shadow director or secretary of the Companys Irish subsidiaries or affiliates whose interests meet or exceed 1% of the Companys voting rights, pursuant to Section 53 of the Irish Company Act 1990, the Grantee must notify the Irish subsidiary or affiliate in writing within five business days of receiving or disposing of an interest in the Company (e.g., Restricted Stock Units or Shares), or within five business days of becoming aware of the event giving rise to the notification requirement, or within five business days of becoming a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or minor children (whose interests will be attributed to the director, shadow director, or secretary).
Terms and Conditions Applicable to Italy
Foreign Asset/Account Reporting Information. If the Grantee is an Italian resident and holds investments or financial assets outside of Italy (such as cash or Restricted Stock Units) during any fiscal year which may generate income taxable in Italy (or if the Grantee is the beneficial owner of such an investment or asset even if the Grantee does not directly hold the investment or asset), the Grantee is required to report such investments or assets on his / her annual tax return for such fiscal year (on UNICO Form, RW Schedule, or on a special form if the Grantee is not required to file a tax return). The Grantee should consult with his / her personal tax advisor as to whether the reporting obligation applies to the Grantee and whether he / she will be required to report details of any outstanding Stock Awards or Shares held by the Grantee outside of Italy in the Grantees relevant annual tax return.
Foreign Asset Tax Information. The value of the financial assets held outside of Italy by Italian residents is subject to a foreign asset tax at an annual rate of 2 per thousand (0.2%). The taxable amount will be the fair market value of the financial assets (e.g., Shares) assessed at the end of the calendar year. No tax payment duties arise if the amount of the foreign financial assets held abroad does not exceed a certain threshold.
Terms and Conditions Applicable to the Netherlands
Waiver of Termination Rights. The Grantee hereby waives any and all rights to compensation or damages as a result of the Grantees termination of employment with the Company or any Subsidiary of the Company whatsoever, insofar as those rights result or may result from (i) the loss or diminution in value of such rights or entitlements under the Plan, or (ii) the Grantee ceasing to have rights under, or ceasing to be entitled to any awards under the Plan as a result of such termination.
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Terms and Conditions Applicable to Sweden
There are no country-specific provisions.
Terms and Conditions Applicable to the United Kingdom
Responsibility for Taxes. This provision supplements Section 8 of the Agreement:
Without limitation to Section 8 of the Agreement, the Grantee agrees that the Grantee is liable for all Tax-Related Items and hereby covenants to pay all such taxes, as and when requested by the Company or (if different) the Grantees employer or by Her Majestys Revenue & Customs (HMRC) (or any other tax authority or any other relevant authority). The Grantee also hereby agrees to indemnify and keep indemnified the Company and (if different) the Grantees employer against any such taxes that they are required to pay or withhold on the Grantees behalf or have paid or will pay to the HMRC (or any other tax authority or any other relevant authority).
Notwithstanding the foregoing, if the Grantee is a director or executive officer (as within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that the Grantee is a director or executive officer and income tax due is not collected from or paid by the Grantee within 90 days after the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected tax may constitute a benefit to the Grantee on which additional income tax and national insurance contributions may be payable. The Grantee acknowledges that the Grantee ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or (if different) the Grantees employer for the value of any employee national insurance contributions due on this additional benefit, which the Company or (if different) the Grantees employer may recover from the Grantee at any time thereafter by any of the means referred to in the Agreement.
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Exhibit 10.7
JABIL INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
(TBRSU Non-Employee Director)
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the Agreement) is made as of October 17, 2019 (the Grant Date) between JABIL INC. a Delaware corporation (the Company) and (the Grantee).
Background Information
A. The Board of Directors (the Board) and stockholders of the Company previously adopted the Jabil Circuit, Inc. 2011 Stock Award and Incentive Plan (the Plan).
B. Section 8 of the Plan provides that the Administrator shall have the discretion and right to grant Stock Awards, including Stock Awards denominated in units representing rights to receive shares, to any Employees or Consultants or Non-Employee Directors, subject to the terms and conditions of the Plan and any additional terms provided by the Administrator. The Administrator has made a Stock Award grant denominated in units to the Grantee as of the Grant Date pursuant to the terms of the Plan and this Agreement.
C. The Grantee desires to accept the Stock Award grant and agrees to be bound by the terms and conditions of the Plan and this Agreement.
D. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
Agreement
1. Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee Five Thousand Eight Hundred (5,800) restricted stock units (the Restricted Stock Units) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Companys policies regulating trading by Employees or Consultants or Non-Employee Directors, including any applicable blackout or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or clawback policy of the Company, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantees rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.
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2. Vesting. Except as may be otherwise provided in Section 3 of this Agreement, the vesting of the Grantees rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The Grantees rights and interest in the Restricted Stock Units shall become vested and non-forfeitable at the rate of one hundred percent (100%) of the Restricted Stock Units on October 17, 2020, provided that on such date the Grantee is an Employee of, Consultant to, or Non-Employee Director of, the Company or a Subsidiary. A date at which a Restricted Stock Unit is to become vested under this Section 2 is referred to herein as a Stated Vesting Date.
3. Change in Control. In the event of a Change in Control, any portion of the Restricted Stock Units that is not yet vested on the date such Change in Control is determined to have occurred:
(a) shall become fully vested on the first anniversary of the date of such Change in Control (the Change in Control Anniversary) if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director does not terminate prior to the Change in Control Anniversary;
(b) shall become fully vested on the Date of Termination if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company without Cause or resignation by the Grantee for Good Reason; or
(c) shall not become fully vested if the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company for Cause or resignation by the Grantee without Good Reason, but only to the extent such Restricted Stock Units have not previously become vested.
This Section 3 shall supersede the standard vesting provision contained in Section 2 of this Agreement only to the extent that it results in accelerated vesting of the Restricted Stock Units, and it shall not result in a delay of any vesting or non-vesting of any Restricted Stock Units that otherwise would occur at a Stated Vesting Date under the terms of the standard vesting provision contained in Section 2 of this Agreement
For purposes of this Section 3, the following definitions shall apply:
(d) Cause means:
(i) The Grantees conviction of a crime involving fraud or dishonesty; or
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(ii) The Grantees continued willful or reckless material misconduct in the performance of the Grantees duties after receipt of written notice from the Company concerning such misconduct;
provided, however, that for purposes of Section 3(d)(ii), Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Grantee in good faith to have been in or not opposed to the interest of the Company (without intent of the Grantee to gain, directly or indirectly, a profit to which the Grantee was not legally entitled).
(e) Good Reason means:
(i) The assignment to the Grantee of any duties adverse to the Grantee and materially inconsistent with the Grantees position (including status, titles and reporting requirement), authority, duties or responsibilities, or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action that is not taken in bad faith;
(ii) Any material reduction in the Grantees compensation; or
(iii) Change in location of the Grantees assigned office of more than 35 miles without prior consent of the Grantee.
The Grantees resignation will not constitute a resignation for Good Reason unless the Grantee first provides written notice to the Company of the existence of the Good Reason within 90 days following the effective date of the occurrence of the Good Reason, and the Good Reason remains uncorrected by the Company for more than 30 days following receipt of such written notice of the Good Reason from the Grantee to the Company, and the effective date of the Grantees resignation is within one year following the effective date of the occurrence of the Good Reason.
4. Timing and Manner of Settlement of Restricted Stock Units.
(a) Settlement Timing. Unless and until the Restricted Stock Units become vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at a Stated Vesting Date in accordance with Section 2 of this Agreement, such Restricted Stock Units will be settled at a date (the Stated Settlement Date) that is as prompt as practicable after the Stated Vesting Date but in no event later than two and one-half (2-1/2) months after such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half (2-1/2) months after the applicable vesting date is referred to herein as Prompt Settlement). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 will be as follows:
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(i) Restricted Stock Units that do not constitute a deferral of compensation under Code Section 409A and that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b).
(ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (409A RSUs) will be settled as follows:
(A) 409A RSUs that become vested in accordance with Section 3(a) (on the Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a 409A Change in Control), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A Change in Control in connection with the Change in Control, such 409A RSUs will be settled in a Prompt Settlement following the earliest of the applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in Control or the termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and
(B) 409A RSUs that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).
(b) Manner of Settlement. The Company may make delivery of Shares of Common Stock in settlement of Restricted Stock Units by either delivering one or more certificates representing such Shares to the Grantee (or his beneficiary in the event of death), registered in the name of the Grantee (and any joint name, if so directed by the Grantee), or by depositing such Shares into a stock brokerage account maintained for the Grantee (or of which the Grantee is a joint owner, with the consent of the Grantee). If the Company determines to settle Restricted Stock Units by making a deposit of Shares into such an account, the Company may settle any fractional Restricted Stock Unit by means of such deposit. In other circumstances or if so determined by the Company, the Company shall instead pay cash in lieu of any fractional Share, on such basis as the Administrator may determine. In no event will the Company issue fractional Shares.
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(c) Effect of Settlement. Neither the Grantee nor any of the Grantees successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units that have been paid and settled. Although a settlement date or range of dates for settlement are specified above in order to comply with Code Section 409A, the Company retains discretion to determine the settlement date, and no Grantee or beneficiary of a Grantee shall have any claim for damages or loss by virtue of the fact that the market price of Common Stock was higher on a given date upon which settlement could have been made as compared to the market price on or after the actual settlement date (any claim relating to settlement will be limited to a claim for delivery of Shares and related dividend equivalents).
5. Restrictions on Transfer. The Grantee shall not have the right to make or permit to occur any transfer, assignment, pledge, hypothecation or encumbrance of all or any portion of the Restricted Stock Units, related rights to dividend equivalents or any other rights relating thereto, whether outright or as security, with or without consideration, voluntary or involuntary, and the Restricted Stock Units, related rights to dividend equivalents and other rights relating thereto, shall not be subject to execution, attachment, lien, or similar process; provided, however, the Grantee will be entitled to designate a beneficiary or beneficiaries to receive any settlement in respect of the Restricted Stock Units upon the death of the Grantee, in the manner and to the extent permitted by the Administrator. Any purported transfer or other transaction not permitted under this Section 5 shall be deemed null and void.
6. Forfeiture. Except as may be otherwise provided in this Section 6, the Grantee shall forfeit all of his rights and interest in the Restricted Stock Units and related dividend equivalents if his Continuous Status as an Employee or Consultant or Non-Employee Director terminates for any reason before the Restricted Stock Units become vested in accordance with Section 2 or Section 3 of this Agreement.
7. Dividend Equivalents; Adjustments.
(a) Dividend Equivalents. During the period beginning on the Grant Date and ending on the date that Shares are issued in settlement of a Restricted Stock Unit, the Grantee will accrue dividend equivalents on Restricted Stock Units equal to the cash dividend or distribution that would have been paid on the Restricted Stock Unit had the Restricted Stock Unit been an issued and outstanding Share of Common Stock on the record date for the dividend or distribution. Such accrued dividend equivalents (i) will vest and become payable upon the same terms and at the same time of settlement as the Restricted Stock Units to which they relate, and (ii) will be denominated and payable solely in cash. Dividend equivalent payments, at settlement, will be net of applicable federal, state, local and foreign income and social insurance withholding taxes (subject to Section 8).
(b) Adjustments. The number of Restricted Stock Units credited to the Grantee shall be subject to adjustment by the Company, in accordance with Section 13 of the Plan, in order to preserve without enlarging the Grantees rights with respect to such Restricted Stock Units. Any such adjustment shall be made taking into account any crediting of cash dividend equivalents to the Grantee under Section 7(a) in connection with such transaction or event. In the case of an extraordinary cash dividend, the Administrator may determine to adjust the Grantees Restricted Stock Units under this Section 7(b) in lieu of crediting cash dividend equivalents under Section 7(a). Restricted Stock Units credited to the Grantee as a result of an adjustment shall be subject to the same forfeiture and settlement terms as applied to the related Restricted Stock Units prior to the adjustment.
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8. Responsibility for Taxes and Withholding. Regardless of any action the Company, any of its Subsidiaries and/or the Grantees employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantees participation in the Plan and legally applicable to the Grantee (Tax-Related Items), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantees responsibility and may exceed the amount actually withheld by the Company or any of its affiliates, if any. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantees liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(a) withholding from the Grantees wages or other cash compensation paid to the Grantee by the Company and/or its Subsidiaries; or
(b) withholding in Shares to be delivered upon settlement; or
(c) withholding from dividend equivalent payments (payable in cash) related to the Shares to be delivered at settlement.
To avoid negative accounting treatment, the Company and/or its Subsidiaries may withhold or account for Tax-Related Items by considering applicable withholding rates but not exceeding the maximum statutory withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares attributable to the awarded Restricted Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantees participation in the Plan.
Finally, the Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account for as a result of the Grantees participation in the Plan that are not satisfied by the means previously described. The Company may refuse to issue or deliver the Shares if the Grantee fails to comply with the Grantees obligations in connection with the Tax-Related Items.
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9. Code Section 409A.
(a) General. Payments made pursuant to this Agreement are intended to be exempt from Section 409A of the Code or to otherwise comply with Section 409A of the Code. Accordingly, other provisions of the Plan or this Agreement notwithstanding, the provisions of this Section 9 will apply in order that the Restricted Stock Units, and related dividend equivalents and any other related rights, will be exempt from or otherwise comply with Code Section 409A. In addition, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all Restricted Stock Units, and related dividend equivalents and any other related rights, are exempt from or otherwise have terms that comply, and in operation comply, with Code Section 409A (including, without limitation, the avoidance of penalties thereunder). Other provisions of the Plan and this Agreement notwithstanding, the Company makes no representations that the Restricted Stock Units, and related dividend equivalents and any other related rights, will be exempt from or avoid any penalties that may apply under Code Section 409A, makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units and related dividend equivalents and any other related rights, and will not indemnify or provide a gross up payment to a Grantee (or his beneficiary) for any taxes, interest or penalties imposed under Code Section 409A.
(b) Restrictions on 409A RSUs. In the case of any 409A RSUs, the following restrictions will apply:
(i) Separation from Service. Any payment in settlement of the 409A RSUs that is triggered by a termination of Continuous Status as an Employee or Consultant or Non-Employee Director (or other termination of employment) hereunder will occur only if the Grantee has had a separation from service within the meaning of Treasury Regulation § 1.409A-1(h), with such separation from service treated as the termination for purposes of determining the timing of any settlement based on such termination.
(ii) Six-Month Delay Rule. The six-month delay rule will apply to 409A RSUs if these four conditions are met:
(A) the Grantee has a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h)) for a reason other than death;
(B) a payment in settlement is triggered by such separation from service; and
(C) the Grantee is a specified employee under Code Section 409A.
If it applies, the six-month delay rule will delay a settlement of 409A RSUs triggered by separation from service where the settlement otherwise would occur within six months after the separation from service, subject to the following:
(D) any delayed payment shall be made on the date six months and one day after separation from service;
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(E) during the six-month delay period, accelerated settlement will be permitted in the event of the Grantees death and for no other reason (including no acceleration upon a Change in Control) except to the extent permitted under Code Section 409A; and
(F) any settlement that is not triggered by a separation from service, or is triggered by a separation from service but would be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule.
(c) Other Compliance Provisions. The following provisions apply to Restricted Stock Units:
(i) Each tranche of Restricted Stock Units (including dividend equivalents accrued thereon) that is scheduled to vest at a separate Stated Vesting Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A.
(ii) The settlement of 409A RSUs may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing the settlement terms of such 409A RSUs.
(iii) It is understood that Good Reason for purposes of this Agreement is limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2).
(iv) Any restriction imposed on 409A RSUs hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 409A RSU except to the extent necessary to preserve the status of such Restricted Stock Unit as not being a deferral of compensation under Code Section 409A.
(v) If any mandatory term required for 409A RSUs or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents, such term is hereby incorporated by reference and fully applicable as though set forth at length herein.
(vi) In the case of any settlement of Restricted Stock Units during a specified period following the Stated Vesting Date or other date triggering a right to settlement, the Grantee shall have no influence on any determination as to the tax year in which the settlement will be made.
(vii) In the case of any Restricted Stock Unit that is not a 409A RSU, if the circumstances arise constituting a Disability but termination of the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a Subsidiary may elect to terminate the Grantees Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability.
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(viii) If the Company has a right of setoff that could apply to a 409A RSU, such right may only be exercised at the time the 409A RSU would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation would not be permitted under Code Section 409A.
10. No Effect on Employment or Rights under the Plan. Nothing in the Plan or this Agreement shall confer upon the Grantee the right to continue in the employment of the Company or any Subsidiary or affect any right which the Company or any Subsidiary may have to terminate the employment of the Grantee regardless of the effect of such termination of employment on the rights of the Grantee under the Plan or this Agreement. If the Grantees employment is terminated for any reason whatsoever (and whether lawful or otherwise), he will not be entitled to claim any compensation for or in respect of any consequent diminution or extinction of his rights or benefits (actual or prospective) under this Agreement or any Award or otherwise in connection with the Plan. The rights and obligations of the Grantee under the terms of his employment with the Company or any Subsidiary will not be affected by his participation in the Plan or this Agreement, and neither the Plan nor this Agreement form part of any contract of employment between the Grantee and the Company or any Subsidiary. The granting of Awards under the Plan is entirely at the discretion of the Administrator, and the Grantee shall not in any circumstances have any right to be granted an Award.
11. Governing Laws. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.
12. Successors; Severability; Entire Agreement; Headings. This Agreement shall inure to the benefit of, and be binding upon, the Company and the Grantee and their heirs, legal representatives, successors and permitted assigns. In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein. Subject to the terms and conditions of the Plan and any rules adopted by the Company or the Administrator and applicable to this Agreement, which are incorporated herein by reference, this Agreement expresses the entire understanding and agreement of the parties hereto with respect to such terms, restrictions and limitations. Section headings used herein are for convenience of reference only and shall not be considered in construing this Agreement.
13. Grantee Acknowledgements and Consents.
(a) Data Privacy. As communicated in Jabils Notice of Data Collection, Processing and Transfer of Employee Personal Data, as updated from time to time.
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Data Collection and Usage. The Company collects, processes and uses personal data about the Grantee, including but not limited to, the Grantees name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards, rights or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in the Grantees favor, which the Company receives from the Grantee or the Grantees employer. In order for the Grantee to participate in the Plan, the Company will collect his or her personal data for purposes of allocating Shares and implementing, administering and managing the Plan. The Companys legal basis for the processing of the Grantees personal data is based on the necessity for Companys performance of its obligations under the Plan and pursuant to the Companys legitimate business interests. In those jurisdictions where the Grantees consent to the processing of the Grantees personal data is required, the Grantee expressly and explicitly consents to the collection, processing and transfer practices as described herein.
Stock Plan Administration and Service Providers. The Company may transfer the Grantees data to one or more third party stock plan service providers based in the United States (U.S.), which may assist the Company with the implementation, administration and management of the Plan. Such service provider(s) may open an account for the Grantee to receive and trade Shares. The Grantee may be asked to acknowledge, or agree to, separate terms and data processing practices with the service provider(s).
International Data Transfers. The Grantees personal data will be transferred from the Grantees country to the U.S., where the Company and its service providers are based. The Companys legal basis for the transfer of the Grantees data to the U.S. is the Grantees consent (where required) or the Companys participation in a privacy shield agreement and/or adequate agreements.
Data Retention. The Company will use the Grantees personal data only as long as necessary to implement, administer and manage the Grantees participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities laws. When the Company no longer needs the Grantees personal data, which will generally be seven (7) years after the Grantee participates in the Plan, the Company will remove it from its systems. If the Company keeps the data longer, it would be to satisfy legal or regulatory obligations and the Companys legal basis would be relevant laws or regulations.
Voluntariness and Consequences of Consent Denial or Withdraw. The Grantees participation in the Plan and his or her grant of consent, if required, if purely voluntary. The Grantee may reject participation in the Plan or withdraw the Grantees consent, if applicable, at any time. If the Grantee rejects participation in the Plan, does not consent, if applicable, or withdraws his or her consent, if applicable, the Grantee may be unable to participate in the Plan. This would not affect the Grantees existing employment or salary; instead, the Grantee merely may forfeit the opportunities associated with the Plan.
Data Subject Rights. The Grantee understands that he or she may have a number of rights under data privacy laws in the Grantees jurisdiction. Depending on where the Grantee is based, such rights may include the right to (i) request access or copies of personal data processed by the Company, (ii) rectification of incorrect data, (iii) deletion of data, (iv) restrictions on processing of data, (v) portability of data, (vi) lodge complaints with competent authorities in the Grantees jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of the Grantees personal data. To receive clarification regarding these rights or to exercise these rights, the Grantee can contact his or her local human resources department.
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(b) Voluntary Participation. The Grantees participation in the Plan is voluntary. The value of the Restricted Stock Units is an extraordinary item of compensation. Unless otherwise expressly provided in a separate agreement between the Grantee and the Company or a Subsidiary, the Restricted Stock Units are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
(c) Electronic Delivery and Acceptance. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE HEREBY CONSENTS TO ELECTRONIC DELIVERY OF THE PLAN, THE PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS RELATED TO THE PLAN (COLLECTIVELY, THE PLAN DOCUMENTS). THE COMPANY WILL DELIVER THE PLAN DOCUMENTS ELECTRONICALLY TO THE GRANTEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS INTRANET WEBSITE OR BY ANOTHER MODE OF ELECTRONIC DELIVERY AS DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE CONSENTS AND AGREES THAT SUCH PROCEDURES AND DELIVERY MAY BE EFFECTED BY A BROKER OR THIRD PARTY ENGAGED BY THE COMPANY TO PROVIDE ADMINISTRATIVE SERVICES RELATED TO THE PLAN. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE HEREBY CONSENTS TO ANY AND ALL PROCEDURES THE COMPANY HAS ESTABLISHED OR MAY ESTABLISH FOR ANY ELECTRONIC SIGNATURE SYSTEM FOR DELIVERY AND ACCEPTANCE OF ANY PLAN DOCUMENTS, INCLUDING THIS AGREEMENT, THAT THE COMPANY MAY ELECT TO DELIVER AND AGREES THAT HIS ELECTRONIC SIGNATURE IS THE SAME AS, AND WILL HAVE THE SAME FORCE AND EFFECT AS, HIS MANUAL SIGNATURE. THE COMPANY WILL SEND TO THE GRANTEE AN E-MAIL ANNOUNCEMENT WHEN THE PLAN DOCUMENTS ARE AVAILABLE ELECTRONICALLY FOR THE GRANTEES REVIEW, DOWNLOAD OR PRINTING AND WILL PROVIDE INSTRUCTIONS ON WHERE THE PLAN DOCUMENTS CAN BE FOUND. UNLESS OTHERWISE SPECIFIED IN WRITING BY THE COMPANY, THE GRANTEE WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS ELECTRONICALLY THROUGH THE COMPANYS COMPUTER NETWORK. THE GRANTEE WILL HAVE THE RIGHT TO RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN REQUEST FOR A PAPER COPY TO THE ADMINISTRATOR. THE GRANTEES CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS WILL BE VALID AND REMAIN EFFECTIVE UNTIL THE EARLIER OF (i) THE TERMINATION OF THE GRANTEES PARTICIPATION IN THE PLAN AND (ii) THE WITHDRAWAL OF THE GRANTEES CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE OF THE PLAN DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES
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THAT THE GRANTEE HAS THE RIGHT AT ANY TIME TO WITHDRAW HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE OF THE PLAN DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADMINISTRATOR. IF THE GRANTEE WITHDRAWS HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE, THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN DOCUMENTS WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE ACKNOWLEDGES THAT HE IS ABLE TO ACCESS, VIEW AND RETAIN AN E-MAIL ANNOUNCEMENT INFORMING THE GRANTEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION.
(d) Unfunded Plan. The Grantee acknowledges and agrees that any rights of the Grantee relating to the Grantees Restricted Stock Units and related dividend equivalents and any other related rights shall constitute bookkeeping entries on the books of the Company and shall not create in the Grantee any right to, or claim against, any specific assets of the Company or any Subsidiary, nor result in the creation of any trust or escrow account for the Grantee. With respect to the Grantees entitlement to any payment hereunder, the Grantee shall be a general creditor of the Company.
14. Additional Acknowledgements. By accepting this Agreement electronically, the Grantee and the Company agree that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Agreement. The Grantee has reviewed in its entirety the prospectus that summarizes the terms of the Plan and this Agreement, has had an opportunity to request a copy of the Plan in accordance with the procedure described in the prospectus, has had an opportunity to obtain the advice of counsel prior to electronically accepting this Agreement and fully understands all provisions of the Plan and this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement.
Acceptance by the Grantee
By selecting the I accept box on the website of the Companys administrative agent, the Grantee acknowledges acceptance of, and consents to be bound by, the Plan and this Agreement and any other rules, agreements or other terms and conditions incorporated herein by reference.
12
1.
|
I have reviewed this quarterly report on Form
10-Q of Jabil Inc.;
|
2.
|
Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
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3.
|
Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
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4.
|
The registrant’s other certifying officer(s)
and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15 (e) and 15d – 15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a – 15(f) and 15d – 15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
|
|
d)
|
Disclosed in this report any change in the
registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
|
5.
|
The registrant’s other certifying officer(s)
and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
|
|
a)
|
All significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
|
|
b)
|
Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
|
|
|
|
Date: January 3, 2020
|
|
/s/
MARK T. MONDELLO
|
|
|
Mark T.
Mondello
|
|
|
Chief Executive
Officer
|
1.
|
I have reviewed this quarterly report on Form
10-Q of Jabil Inc.;
|
2.
|
Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
4.
|
The registrant’s other certifying officer(s)
and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15 (e) and 15d – 15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a – 15(f) and 15d – 15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
|
|
d)
|
Disclosed in this report any change in the
registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
|
5.
|
The registrant’s other certifying officer(s)
and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
|
|
a)
|
All significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
|
|
b)
|
Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
|
|
|
|
Date: January 3, 2020
|
|
/s/
MICHAEL DASTOOR
|
|
|
Michael
Dastoor
|
|
|
Chief Financial
Officer
|
|
|
|
Date: January 3, 2020
|
|
/s/
MARK T. MONDELLO
|
|
|
Mark T.
Mondello
|
|
|
Chief Executive
Officer
|
|
|
|
Date: January 3, 2020
|
|
/s/
MICHAEL DASTOOR
|
|
|
Michael
Dastoor
|
|
|
Chief Financial
Officer
|