Ex-4.1 Jabil Circuit 2002 Employee Stock Purchase



 










EXHIBIT 4.1




JABIL CIRCUIT, INC.

2002 EMPLOYEE STOCK PURCHASE PLAN




     The following constitute the provisions of the 2002 Employee Stock Purchase Plan of Jabil
Circuit, Inc. (the “Company”).



     1. Purpose. The purpose of the Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through
accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an
“Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code of 1986, as amended.



     2. Definitions.



          (a) “Board” shall mean the Board of Directors of the Company.




          (b) “Code” shall mean the Internal Revenue Code of 1986, as amended.




          (c) “Common Stock” shall mean the Common Stock, .001 par value, of the Company.




          (d) “Company” shall mean Jabil Circuit, Inc., a Delaware corporation.




          (e) “Compensation” shall mean all base straight time gross earnings including payments for
shift premium, commissions and overtime, incentive compensation, incentive payments, regular
bonuses and other compensation.




          (f) “Designated Subsidiaries” shall mean the Subsidiaries that have been designated by the
Board from time to time in its sole discretion as eligible to participate in the Plan.




          (g) “Employee” shall mean any individual who is an employee of the Company for purposes of tax
withholding under the Code whose customary employment with the Company or any Designated Subsidiary
is at least twenty (20) hours per week and more than five (5) months in any calendar year. For
purposes of the Plan, the employment relationship shall be treated as continuing intact while the
individual is on sick leave or other leave of absence approved by the Board, an Officer, or a
person designated in writing by the Board or an Officer as authorized to approval a leave of
absence. Where the period of leave exceeds 90 days and the individual’s right to reemployment is
not guaranteed either by statute or by contract, the employment relationship will be deemed to have
terminated on the 91st day of such leave.




          (h) “Enrollment Date” shall mean the first day of each Offering Period.




          (i) “Exercise Date” shall mean the last day of each Offering Period.




          (j) “Fair Market Value” shall mean the value of Common Stock determined as follows:




               (1) If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the National Market System of the National Association of
Securities Dealers, Inc. Automated Quotation (“NASDAQ”) System, the Fair Market



 









 







Value of a Share of Common Stock shall be the closing sales price for such stock (or the
closing bid, if no sales were reported), as quoted on such system or exchange (or the exchange with
the greatest volume of trading in Common Stock) on the day of such determination as reported in the
Wall Street Journal or such other source as the Board deems reliable;



               (2) If the Common Stock is quoted on the NASDAQ system (but not on the National Market System
thereof) or is regularly quoted by a recognized securities dealer but selling prices are not
reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high and
low asked prices for the Common Stock on the date of such determination, as reported in the Wall
Street Journal or such other source as the Board deems reliable; or



               (3) In the absence of an established market for the Common Stock, the Fair Market Value of a
Share of Common Stock thereof shall be determined in good faith by the Board.



          (k) “Offering Period” shall mean a period of approximately six months, commencing on the first
Trading Day on or after January 1 and terminating on the last Trading Day occurring in the period
ending the following June 30, or commencing on the first Trading Day on or after July 1 and
terminating on the last Trading Day occurring in the period ending the following December 31,
except that the Offering Period shall commence on the first Trading Day on or after July 1, 2002,
and end on the last Trading Day occurring in the period ending December 31, 2002. The duration of
Offering Periods may be changed pursuant to Section 4 of this Plan.




          (l) “Officer” shall mean a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.




          (m) “Plan” shall mean this 2002 Employee Stock Purchase Plan.




          (n) “Purchase Price” shall mean an amount equal to 85 percent of the Fair Market Value of a
share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower.




          (o) “Reserves” shall mean the number of shares of Common Stock covered by each option under
the Plan which have not yet been exercised and the number of shares of Common Stock which have been
authorized for issuance under the Plan but not yet placed under option.




          (p) “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than 50
percent of the voting shares are held by the Company or a Subsidiary, whether or not such
corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.




          (q) “Trading Day” shall mean a day on which United States national stock exchanges and the
National Association of Securities Dealers Automated Quotation (NASDAQ) System are open for
trading.




     3. Eligibility.



          (a) Any person who is an Employee, as defined in Section 2(g), who has been continuously
employed by the Company or a Designated Subsidiary for at least 90 days (taking into account all of
the Employee’s periods of employment) and who shall be employed by the Company or a Designated
Subsidiary on a given Enrollment Date shall be eligible to participate in the Plan.




          (b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted
an option under the Plan (i) if, immediately after the grant, such Employee (or any

 









 








other person whose stock would be attributed to such Employee pursuant to Section 424(d) of
the Code) would own stock and/or hold outstanding options to purchase stock possessing five percent
or more of the total combined voting power or value of all classes of stock of the Company or of
any subsidiary of the Company, or (ii) which permits his or her rights to purchase stock under all
employee stock purchase plans of the Company and its subsidiaries to accrue at a rate which exceeds
25,000 dollars worth of stock (determined at the fair market value of the shares at the time such
option is granted) for each calendar year in which such option is outstanding at any time.




          (c) All Employees who participate in the Plan shall have the same rights and privileges under
the Plan, except for differences that may be mandated by local law and that are consistent with
Code section 423(b)(5); provided, however, that Employees participating in a sub-plan adopted
pursuant to Section 13(c) that is not designated to qualify under Section 423 of the Code need not
have the same rights and privileges as Employees participating in the Code Section 423 Plan. In
addition, the Board may impose restrictions on eligibility and participation of Employees who are
officers and directors to facilitate compliance with federal or State securities laws or foreign
laws.




     4. Offering Periods. The Plan shall be implemented by consecutive Offering Periods
until the Plan is terminated in accordance with Section 19 hereof. Subject to the requirements of
Section 19, the Board shall have the power to change the duration of Offering Periods with respect
to future offerings without stockholder approval if such change is announced at 15 days prior to
the scheduled beginning of the first Offering Period to be affected.



     5. Participation.



          (a) An eligible Employee may become a participant in the Plan by completing a subscription
agreement authorizing payroll deductions in the form provided by the Company and filing it with the
Company’s payroll office at least 10 business days prior to the applicable Enrollment Date, unless
a later time for filing the subscription agreement is set by the Board for all eligible Employees
with respect to a given Offering Period.




          (b) Payroll deductions for a participant shall commence on the first payroll following the
Enrollment Date and shall end on the last payroll in the Offering Period to which such
authorization is applicable, unless sooner terminated by the participant as provided in Section 10.




     6. Payroll Deductions.



          (a) At the time a participant files his or her subscription agreement, he or she shall elect
to have payroll deductions made on each pay day during the Offering Period in an amount not
exceeding 10 percent of the Compensation which he or she receives on each pay day during the
Offering Period, and the aggregate of such payroll deductions during the Offering Period shall not
exceed 10 percent of the participant’s Compensation during said Offering Period.




          (b) All payroll deductions made for a participant shall be credited to his or her account
under the Plan and will be with held in whole percentages only. A participant may not make any
additional payments into such account.




          (c) A participant may discontinue his or her participation in the Plan as provided in Section
10 hereof, or may increase or decrease the rate of his or her payroll deductions during the
Offering Period by completing or filing with the Company a new subscription agreement authorizing a
change in payroll reduction rate; provided, however, that a participant may not change his or her
rate of payroll deductions more than once in a given Offering Period. The change in rate

 









 








shall be effective with the first full payroll period following five business days after the
Company’s receipt of the new subscription agreement unless the Company elects to process a given
change in participation more quickly. A participant’s subscription agreement shall remain in effect
for successive Offering Periods unless terminated as provided in Section 10.




          (d) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of
the Code and Section 3(b) herein, a participant’s payroll deductions may be decreased to zero
percent at such time during any Offering Period which is scheduled to end during the current
calendar year (the “Current Offering Period”) that the aggregate of all payroll deductions which
were previously used to purchase stock under the Plan in a prior Offering Period which ended during
that calendar year plus all payroll deductions accumulated with respect to the Current Offering
Period equal $25,000. Payroll deductions shall recommence at the rate provided in such
participant’s subscription agreement at the beginning of the first Offering Period which is
scheduled to end in the following calendar year, unless terminated by the participant as provided
in Section 10.




          (e) At the time the option is exercised, in whole or in part, or at the time some or all of
the Company’s Common Stock issued under the Plan is disposed of, the participant must make adequate
provision for the Company’s federal, state, foreign or other tax or social insurance withholding
obligations, if any, which arise upon the exercise of the option or the disposition of the Common
Stock. At any time, the Company may, but will not be obligated to, withhold from the participant’s
compensation the amount necessary for the Company to meet applicable withholding obligations,
including any withholding required to make available to the Company any tax deductions or benefit
attributable to sale or early disposition of Common Stock by the Employee.




     7. Grant of Option.



          (a) On the Enrollment Date of each Offering Period, each eligible Employee participating in
such Offering Period shall be granted an option to purchase on each Exercise Date during such
Offering Period (at the applicable Purchase Price) up to a number of shares of the Company’s Common
Stock determined by dividing such Employee’s payroll deductions accumulated prior to such Exercise
Date and retained in the Participant’s account as of the Exercise Date by the applicable Purchase
Price; provided that in no event shall an Employee be permitted to purchase during each Offering
Period more than a number of shares determined by dividing $12,500 by the fair market value of a
share of the Company’s Common Stock on the Enrollment Date, and provided further that such purchase
shall be subject to the limitations set forth in Section 3(b) and 12 hereof. Exercise of the option
shall occur as provided in Section 8, unless the participant has withdrawn pursuant to Section 10,
and shall expire on the last day of the Offering Period.




          (b) Options may be granted under the Plan from time to time in substitution for stock options
held by employees of another corporation who become, or who became prior to the effective date of
the Plan, Employees of the Company or a Designated Subsidiary as a result of a merger or
consolidation of such other corporation with the Company, or the acquisition by the Company or a
Designated Subsidiary of all or a portion of the assets of such other corporation, or the
acquisition by the Company or a Designated Subsidiary of stock of such other corporation with the
result that such other corporation becomes a Designated Subsidiary.




     8. Exercise of Option. Unless a participant withdraws from the Plan as provided in
Section 10 below, his or her option for the purchase of shares will be exercised automatically on
the Exercise Date, and the maximum number of full shares subject to option shall be purchased for
such participant at the applicable Purchase Price with the accumulated payroll deductions in his or
her account. No fractional shares will be purchased; any payroll deductions accumulated in a



 









 







participant’s account which are not sufficient to purchase a full share shall be retained in
the participant’s account for the subsequent Offering Period, subject to earlier withdrawal by the
participant as provided in Section 10. Any other monies left over in a participant’s account after
the Exercise Date shall be returned to the participant. During a participant’s lifetime, a
participant’s option to purchase shares hereunder is exercisable only by him or her.



     9. Delivery. As promptly as practicable after each Exercise Date on which a purchase
of shares occurs, the Company shall arrange the delivery to each participant, as appropriate, of a
certificate representing the shares purchased upon exercise of his or her option.



     10. Withdrawal; Termination of Employment.



          (a) A participant may withdraw all but not less than all the payroll deductions credited to
his or her account and not yet used to exercise his or her option under the Plan at any time by
giving written notice to the Company in the form provided by the Company. All of the participant’s
payroll deductions credited to his or her account will be paid to such participant promptly after
receipt of notice of withdrawal and such participant’s option for the Offering Period will be
automatically terminated, and no further payroll deductions for the purchase of shares will be made
during the Offering Period. If a participant withdraws from an Offering Period, payroll deductions
will not resume at the beginning of the succeeding Offering Period unless the participant delivers
to the Company a new subscription agreement.




          (b) Upon a participant’s ceasing to be an Employee for any reason or upon termination of a
participant’s employment relationship (as described in Section 2(g)), the payroll deductions
credited to such participant’s account during the Offering Period but not yet used to exercise the
option will be returned to such participant or, in the case of his or her death, to the person or
persons entitled thereto under Section 14, and such participant’s option will be automatically
terminated.




          (c) In the event an Employee fails to remain an Employee of the Company for at least 20 hours
per week during an Offering Period in which the Employee is a participant, he or she will be deemed
to have elected to withdraw from the Plan and the payroll deductions credited to his or her account
will be returned to such participant and such participant’s option terminated.




          (d) A participant’s withdrawal from an Offering Period will not have any effect upon his or
her eligibility to participate in any similar plan which may hereafter be adopted by the Company or
in succeeding Offering Periods which commence after the termination of the Offering Period from
which the participant withdraws.




     11. Interest. No interest shall accrue on the payroll deductions of a participant in
the Plan.



     12. Stock.



          (a) The maximum number of shares of the Company’s Common Stock that may be made available for
sale under the Plan since the Plan became effective is 4,000,000, which includes shares that were
available on November 28, 2005 for sale plus the shares sold prior to November 28, 2005, subject to
adjustment upon changes in capitalization of the Company as provided in Section 18. If on a given
Exercise Date the number of shares with respect to which options are to be exercised exceeds the
number of shares then available under the Plan, the Company shall make a pro rata allocation of the
shares remaining available for purchase in as uniform a manner as shall be practicable and as it
shall determine to be equitable.




 









 








          (b) The participant will have no interest or voting right in shares covered by his option
until such option has been exercised.




          (c) Shares to be delivered to a participant under the Plan will be registered in the name of
the participant or in the name of the participant and his or her spouse.




     13. Administration.



          (a) The Plan shall be administered by the Board of the Company or a committee of members of
the Board appointed by the Board. The Board or its committee shall have full and exclusive
discretionary authority to construe, interpret and apply the terms of the Plan, to determine
eligibility and to adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination made by the Board or its committee shall, to the full extent permitted by law, be
final and binding upon all parties. Members of the Board who are eligible Employees are permitted
to participate in the Plan, provided that:




               (1) Members of the Board who are eligible to participate in the Plan may not vote on any
matter affecting the administration of the Plan or the grant of any option pursuant to the Plan.



               (2) If a Committee is established to administer the Plan, no member of the Board who is
eligible to participate in the Plan may be a member of the Committee.



          (b) Notwithstanding the provisions of Subsection (a) of this Section 13, in the event that
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or any successor provision (“Rule 16b-3”) provides specific requirements for the administrators of
plans of this type, the Plan shall be only administered by such a body and in such a manner as
shall comply with the applicable requirements of Rule 16b-3.




          (c) The Board may adopt rules and procedures relating to the operation and administration of
the Plan to accommodate the specific requirements of local laws and procedures. Without limiting
the generality of the foregoing, the Board is specifically authorized to adopt rules and procedures
regarding handling of payroll deductions, payment of interest, conversion of local currency,
payroll tax, withholding procedures and handling of stock certificates which may vary with local
requirements. The Board may also adopt sub-plans applicable to particular Subsidiaries, which
sub-plans may be designed to be outside the scope of Section 423 of the Code. The rules of such
sub-plans may take precedence over other provisions of this Plan, with the exception of Section
12(a), but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan
shall govern the operation of such sub-plan.




     14. Designation of Beneficiary.



          (a) A participant may file a written designation of a beneficiary who is to receive any shares
and cash, if any, from the participant’s account under the Plan in the event of such participant’s
death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such
participant of such shares and cash. In addition, a participant may file a written designation of a
beneficiary who is to receive any cash from the participant’s account under the Plan in the event
of such participant’s death prior to exercise of the option. If a participant is married and the
designated beneficiary is not the spouse, spousal consent shall be required for such designation to
be effective.




 









 








          (b) Such designation of beneficiary may be changed by the participant at any time by written
notice. In the event of the death of a participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such participant’s death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of the Company), the
Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more
dependents or relatives of the participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.




     15. Transferability. Neither payroll deductions credited to a participant’s account
nor any rights with regard to the exercise of an option or to receive shares under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of
descent and distribution or as provided in Section 14 hereof) by the participant. Any such attempt
at assignment, transfer, pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw funds from an Offering Period in accordance
with Section 10.



     16. Use of Funds. All payroll deductions received or held by the Company under the
Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated
to segregate such payroll deductions.



     17. Reports. Individual accounts will be maintained for each participant in the Plan.
Statements of account will be given to participating Employees at least annually, which statements
will set forth the amounts of payroll deductions, the Purchase Price, the number of shares
purchased and the remaining cash balance, if any.



     18. Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset Sale or Change
of Control.



          (a) Changes in Capitalization. Subject to any required action by the stockholders of the
Company, the Reserves as well as the price per share of Common Stock covered by each option under
the Plan which has not yet been exercised, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock, or any other increase
or decrease in the number of shares of Common Stock effected without receipt of consideration by
the Company; provided, however, that conversion of any convertible securities of the Company shall
not be deemed to have been “effected without receipt of consideration”. Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common Stock subject to an
option.




          (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the
Company, the Offering Period will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Board.




          (c) Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the
assets of the Company, or the merger of the Company with or into another corporation, each option
under the Plan shall be assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless the Board deter mines,
in the exercise of its sole discretion and in lieu of such assumption or substitution, to shorten
the Offering Period then in progress by setting a new Exercise Date (the “New Exercise Date”) or to

 









 








cancel each outstanding right to purchase and refund all sums collected from participants
during the Offering Period then in progress. If the Board shortens the Offering Period then in
progress in lieu of assumption or substitution in the event of a merger or sale of assets, the
Board shall notify each participant in writing, at least 10 business days prior to the New Exercise
Date, that the Exercise Date for his option has been changed to the New Exercise Date and that his
option will be exercised automatically on the New Exercise Date, unless prior to such date he has
withdrawn from the Offering Period as provided in Section 10. For purposes of this Section, an
option granted under the Plan shall be deemed to be assumed if, following the sale of assets or
merger, the option confers the right to purchase, for each share of option stock subject to the
option immediately prior to the sale of assets or merger, the consideration (whether stock, cash or
other securities or property) received in the sale of assets or merger by holders of Common Stock
for each share of Common Stock held on the effective date of the transaction (and if such holders
were offered a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding shares of Common Stock); provided, however, that if such consideration
received in the sale of assets or merger was not solely common stock of the successor corporation
or its parent (as defined in Section 424(e) of the Code), the Board may, with the consent of the
successor corporation and the participant, provide for the consideration to be received upon
exercise of the option to be solely common stock of the successor corporation or its parent equal
in fair market value to the per share consideration received by holders of Common Stock and the
sale of assets or merger.




          The Board may, if it so determines in the exercise of its sole discretion, also make provision
for adjusting the Reserves, as well as the price per share of Common Stock covered by each
outstanding option, in the event the Company effects one or more reorganizations, recapitalization,
rights offerings or other increases or reductions of shares of its outstanding Common Stock, and in
the event of the Company being consolidated with or merged into any other corporation.




     19. Amendment or Termination.



          (a) The Board of Directors of the Company may at any time and for any reason terminate or
amend the Plan. Except as provided in Section 18, no such termination can affect options previously
granted, provided that an Offering Period may be terminated by the Board of Directors on any
Exercise Date if the Board determines that the termination of the Plan is in the best interests of
the Company and its stockholders. Except as provided in Section 18, no amendment may make any
change in any option theretofore granted which adversely affects the rights of any participant. To
the extent necessary to comply with Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, or under Section 423 of the Code (or any successor rule or provision or any other
applicable law or regulation), the Company shall obtain stockholder approval in such a manner and
to such a degree as required.




          (b) Without stockholder consent and without regard to whether any participant rights may be
considered to have been “adversely affected,” the Board (or its committee) shall be entitled to
change the Offering Periods, limit the frequency and/or number of changes in the amount withheld
during an Offering Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by
a participant in order to adjust for delays or mistakes in the Company’s processing of properly
completed withholding elections, establish reasonable waiting and adjustment periods and/or
accounting and crediting procedures to ensure that amounts applied toward the purchase of Common
Stock for each participant properly correspond with amounts withheld from the participant’s
Compensation, and establish such other limitations or procedures as the Board (or its committee)
determines in its sole discretion advisable which are consistent with the Plan.




 









 








     20. Notices. All notices or other communications by a participant to the Company under
or in connection with the Plan shall be deemed to have been duly given when received in the form
specified by the Company at the location, or by the person, designated by the Company for the
receipt thereof.



     21. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an
option unless the exercise of such option and the issuance and delivery of such shares pursuant
thereto shall comply with all applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.



     As a condition to the exercise of an option, the Company may require the person exercising
such option to represent and warrant at the time of any such exercise that the shares are being
purchased only for investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.



     22. Term of Plan. The Plan shall become effective upon the approval by the
stockholders of the Company. It shall continue in effect until October 17, 2011, unless sooner
terminated under Section 19.



     23. Additional Restrictions of Rule 16b-3. The terms and conditions of options
granted hereunder to, and the purchase of shares by, persons subject to Section 16 of the Exchange
Act shall comply with the applicable provisions of Rule 16b-3. This Plan shall be deemed to
contain, and such options shall contain, and the shares issued upon exercise thereof shall be
subject to, such additional conditions and restrictions as may be required by Rule 16b-3 to qualify
for the maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.