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                                                                     EXHIBIT 4.1


                               JABIL CIRCUIT, INC.

                                STOCK AWARD PLAN
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         1.       PURPOSE. The purpose of this Jabil Circuit, Inc. Stock Award
Plan (the "Plan") is to further the interests of Jabil Circuit, Inc. (the
"Company"), its affiliates, and its shareholders by providing an incentive to
attract and retain key Employees to the Company and motivating such persons to
stay with the Company and to increase their efforts to make the business of the
Company more successful, by providing incentives in the form of awards of stock
to such key Employees.

         2.       DEFINITIONS.  The following definitions shall apply to the
Plan:

                  a.       "AWARD" means the granting of Common Stock to a
Recipient pursuant to the terms of the Plan.

                  b.       "BOARD" means the board of directors of the Company.

                  c.       "CEO" means the Chief Executive Officer of the
Company.

                  d.       "CODE" means the Internal Revenue Code of 1986, as
amended.

                  e.       "COMMON STOCK" means the Common Stock, par value
$.001 per share of the Company, or such other class of shares or securities to
which the Plan may apply pursuant to Section 8 of the Plan.

                  f.       "COMPANY" means Jabil Circuit, Inc., a Delaware
corporation.

                  g.       "EFFECTIVE DATE" means the date on which the Board
adopts the Plan.

                  h.       "ELIGIBLE PERSON" means any person who performs
services for the Company or an affiliate thereof as an Employee.

                  i.       "EMPLOYEE" means any person employed on an hourly or
salaried basis by the Company or any parent or an affiliate thereof that now
exists or hereafter is organized or acquired by or acquires the Company.

                  j.       "EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended.

                  k.       "PLAN" means this Jabil Circuit, Inc. Stock Award
Plan, as amended from time to time.

                  l.       "RECIPIENT" means an Eligible Person who receives an
Award.

                  m.       "SHARE" means a share of the Common Stock, as
adjusted in accordance with Section 8 of the Plan.

         3.       ADMINISTRATION. The CEO shall administer the Plan. The CEO has
the exclusive power to determine whether any person is an Eligible Person, to
select the Recipients of Awards pursuant to the Plan, to establish the number of
Awards granted to each Recipient, and to make all other determinations necessary
or advisable for the Plan. The CEO has the sole discretion to determine whether
the performance of an Eligible Person warrants an Award, to determine the size
and type of the Award, and to determine or impose other conditions to the Award
under the Plan as the CEO may deem appropriate including, without limitation,
vesting, performance, employment, non-compete, confidentiality and
non-interference conditions on a Recipient. The CEO has full and


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exclusive power to construe and interpret the Plan, to prescribe, amend, and
rescind rules and regulations relating to the Plan, and to take all actions
necessary or advisable for the Plan's administration. The CEO, in the exercise
of the CEO's powers, may correct any defect or supply any omission, or reconcile
any inconsistency in the Plan, or in any Agreement, in the manner and to the
extent he deems necessary or expedient to make the Plan fully effective. In
exercising this power, the CEO may retain counsel and accountants at the expense
of the Company. The CEO also has the power to determine the duration and
purposes of leaves of absence which may be granted to a Recipient without
constituting a termination of the Recipient's employment for purposes of the
Plan and may determine (A) the conditions under which a Recipient will be
considered to have retired or become disabled and (B) whether any Recipient has
done so. Any of the CEO's determinations shall be final and binding on all
persons.

         The CEO shall not be liable for performing any act or making any
determination in good faith.

         4.       SHARES SUBJECT TO PLAN.  Subject to the provisions of Section
8 of the Plan, the maximum aggregate number of Shares that may be subject to
Awards is 100,000 Shares. Shares of Common Stock issued hereunder shall be
legended as appropriate.

         5.       ELIGIBILITY. Any Eligible Person that the CEO, in the CEO's
sole discretion, designates is eligible to receive an Award. The CEO's granting
of an Award to a Recipient in any year does not entitle the Recipient to an
Award in any other year. Furthermore, the CEO may provide different Awards to
different Recipients. Recipients may include persons who previously received
stock, stock options, stock appreciation rights, or other benefits under the
Plan or another plan of the Company, whether or not the previously granted
benefits have been fully exercised or vested. In determining the eligibility of
an Employee to receive an Award, the CEO may consider the position and
responsibilities of the Employee, the nature and value to the Company of the
Employee's past and potential services and accomplishments (whether directly or
through the Company's affiliates), the Employee's present and potential
contribution to the success of the Company (whether directly or through its
affiliates), the current stock options outstanding of the Employee and ant other
factor that the CEO in the CEO's sole discretion deems appropriate. An Award
shall not enlarge or otherwise affect a Recipient's right, if any, to continue
to serve the Company or an affiliate in any capacity, and shall not restrict the
right of the Company or an affiliate to terminate at any time the Recipient's
employment.

         6.       AWARDS.  The CEO may grant Awards of Common Stock to
Recipients in such amounts as the CEO determines in its sole discretion. The CEO
may grant an Award alone or in addition to another stock option.

         7.       TAXES; COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES;
LEGENDS. The Company shall have the right to withhold from payments otherwise
due and owing to the Recipient or to require the Recipient to remit to the
Company in cash upon demand an amount sufficient to satisfy any federal
(including FICA and FUTA amounts), state, and/or local withholding tax
requirements at the time the Recipient recognizes income for federal, state,
and/or local tax purposes with respect to any Award.

         The CEO may grant Awards under the Plan only in compliance with all
applicable federal and state laws and regulations and the rules of all stock
exchanges on which the Common Stock is listed at any time. An Award will be
granted only if either (i) a registration statement pertaining to the Shares
subject to the Award has been filed with and declared effective by the
Securities and Exchange Commission and remains effective on the date of
exercise, or (ii) an exemption from the registration requirements of applicable
securities laws is available. The Plan does not require the Company, however, to
file such a registration statement or to assure the availability of such
exemptions. Any certificate issued to evidence Shares issued under the Plan may
bear such legends and statements, and shall be subject to such transfer
restrictions, as the CEO deems advisable to assure compliance with federal and
state laws and regulations and with the requirements of this Section 7. No
Shares will be issued under the Plan unless the Company has obtained the consent
or approval of every regulatory body, federal or state, having jurisdiction over
such matters that the CEO deems advisable.

         With respect to persons subject to Section 16 of the Exchange Act,
transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 under the Exchange Act, as such Rule may be amended
from time to time, or its successor under the Exchange Act. To the extent any
provision of the Plan or action by the CEO or the Company fails to so comply, it
shall be deemed null and void, to the extent permitted by law and deemed
advisable by the CEO.


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         8.       ADJUSTMENTS. If a stock dividend, stock split, share
combination, exchange of shares, recapitalization, consolidation, spin-off,
reorganization, or liquidation of or by the Company shall occur, the CEO may
adjust the number and class of Shares for which Awards are authorized to be
granted to the extent the CEO deems appropriate to reflect the applicable
transaction.

         9.       LIABILITY OF THE COMPANY OR AFFILIATE. Neither the Company nor
an affiliate shall be liable to any person for any tax consequences incurred by
a Recipient or other person with respect to an Award.

         10.      AMENDMENT AND TERMINATION OF PLAN. The Board may alter, amend,
or terminate the Plan from time to time without approval of the shareholders of
the Company. The Board may, however, condition any amendment on the approval of
the shareholders of the Company if such approval is necessary or advisable with
respect to tax, securities or other laws applicable to the Company, the Plan,
Recipients or Eligible Persons. Any amendment, whether with or without the
approval of shareholders of the Company, that alters the terms or provisions of
an Award granted before the amendment (unless the alteration is expressly
permitted under the Plan) shall be effective only with the consent of the
Recipient of the Award or the holder currently of the Award.

         11.      EXPENSES OF PLAN. The Company shall bear the expenses of
administering the Plan.

         12.      DURATION OF PLAN. Awards may be granted only during the 10
years immediately following the original effective date of the Plan.

         13.      NOTICES.  All notices to the Company shall be in writing and
shall be delivered to the Secretary of the Company. All notices to a Recipient
shall be delivered personally or mailed to the Recipient at his or her address
appearing in the Company's personnel records. The address of any person may be
changed at any time by written notice given in accordance with this Section 13.

         14.      EXCULPATION AND INDEMNIFICATION. To the maximum extent
permitted by law, the Company shall indemnify and hold harmless the members of
the Board and the CEO from and against all liabilities, costs and expenses
incurred by such persons as a result of any act or omission to act in connection
with the performance of such person's duties, responsibilities and obligations
under the Plan.

         15.      APPLICABLE LAW. The validity, interpretation, and enforcement
of the Plan are governed in all respects by the laws of Delaware and the United
States of America.



                                            Jabil Circuit, Inc.


                                            By:
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                                            Its:
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