Executive Severance Plan

On May 2, 2018, the Human Resource and Compensation Committee (the “Committee”) of the Board of Directors of Jacobs Engineering Group Inc. (the “Company”) approved and the Company adopted the Jacobs Engineering Group Inc. Executive Severance Plan (the “Plan”), to be effective as of May 2, 2018. The Plan provides severance benefits to certain executive officers of the Company in the event that a participant experiences a qualifying termination of employment as set forth in the Plan. In the event that a qualifying termination occurs during the two (2) year period following a Change in Control (as defined in the Plan), the Plan provides enhanced severance benefits. The Plan will apply to all of the Company’s named executive officers (the “NEOs”) as well as certain other executives of the Company as approved by the Committee.

Non-Change in Control Severance Benefits

Under the terms of the Plan, during a period of time prior to or more than two (2) years following a Change in Control, in the event of a termination of the participant’s employment by the Company other than for Cause (as defined in the Plan), the participant will be entitled to receive the following benefits: (i) a lump sum cash payment equal to 1.5 times (for the CEO) or 1 times (for the other NEOs and executives) the sum of (x) the participant’s base salary and (y) the participant’s target annual incentive award; (ii) a lump sum cash payment equal to 1.5 times (for the CEO) or 1 times (for the other NEOs and executives) the sum of (x) the annual COBRA premium that would be payable by the participant for continued participation in the Company’s group health plans and (y) the annual fee for continued receipt of financial advisory services; and (iii) the participant’s unvested and outstanding equity awards that are scheduled to vest within nine (9) months following the participant’s date of termination shall continue to vest in accordance with their original vesting schedule irrespective of the termination of the participant’s employment (subject to the satisfaction of any applicable performance criteria), all as described in the Plan. Any NEO whose employment agreement provides for benefits in the event of a termination of employment that is not in connection with a Change in Control will receive the benefits, if any, as set forth under such employment agreement in lieu of the Plan.

Change in Control Severance Benefits

Under the terms of the Plan, during the two (2) year period following a Change in Control, in the event of a termination of the participant’s employment by the Company other than for Cause or by the participant for Good Reason (as defined in the Plan), the participant will be entitled to receive the following benefits: (i) a lump sum cash payment equal to 2 times (for the CEO) or 1 times (for the other NEOs and executives) the sum of (x) the participant’s base salary and (y) the participant’s target annual incentive award; (ii) a lump sum cash payment equal to the participant’s target annual incentive award, prorated based on the number of days the participant was employed during the fiscal year in which the participant’s date of termination occurred; and (iii) a lump sum cash payment equal to 2 times (for the CEO) or 1 times (for the other NEOs and executives) the sum of (x) the annual COBRA premium that would be payable by the participant for continued participation in the Company’s group health plans and (y) the annual fee for continued receipt of financial advisory services, all as described in the Plan. The treatment of any Company equity awards that remain outstanding and unvested as of the participant’s date of termination shall be governed by the Company’s 1999 Stock Incentive Plan (or any successor plan) and any award agreements thereunder.

All payments and other benefits under the Plan are subject to the participant’s execution and delivery of a release of claims and compliance with certain non-competition, non-solicitation, confidentiality and non-disparagement covenants.

The payments and other benefits under the Plan are not duplicative of benefits under other policies and agreements. In the event a participant is covered by any other policy or agreement that may duplicate the payments and benefits provided in the Plan, the Committee is specifically empowered to reduce or eliminate the duplicative benefits provided for under the Plan.

The foregoing is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The following exhibit is furnished as part of this Report to Item 5.02.

JACOBS ENGINEERING GROUP INC /DE/ Exhibit
EX-10.1 2 a101severanceplan.htm EXHIBIT 10.1 Exhibit JACOBS ENGINEERING GROUP INC. EXECUTIVE SEVERANCE PLAN1.Purpose. The purpose of this Jacobs Engineering Group Inc. Executive Severance Plan (this “Plan”) is to retain certain senior executives of the Company by reason of providing appropriate severance benefits and to ensure their continued dedication to their duties,…
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About Jacobs Engineering Group Inc. (NYSE:JEC)

Jacobs Engineering Group Inc. is a technical professional services company. The Company provides a range of technical, professional and construction services to industrial, commercial and governmental clients. The Company’s services include Project Services; Process, Scientific, and Systems Consulting Services; Construction Services, and Operations and Maintenance Services. It operates four lines of business (LOBs): Petroleum and Chemicals; Buildings and Infrastructure; Aerospace and Technology, and Industrial. It caters its services to various sectors, such as oil and gas exploration, production and refining; chemicals and polymers; programs for various national governments, including aerospace, defense, and environmental programs; buildings; infrastructure and telecommunications; mining and minerals; pharmaceuticals and biotechnology; power; pulp and paper; technology and manufacturing, and food and consumer products.