Ex-4.2 Schedule to the Jabil Circuit 2002 Employee



 







EXHIBIT 4.2




SCHEDULE TO THE JABIL CIRCUIT, INC.




2002 EMPLOYEE STOCK PURCHASE PLAN




Adopted by the Company by resolution of the Board on October 27, 2005



The Government of India has under Section 17(2)(iii) of the Income-tax Act, 1961 issued
Notification No.F.No.142/48/2001-TPL prescribing guidelines for Employee Stock Option Plan or
Scheme





	 	I.	 	Purpose:
	 
	 	 	 	Jabil Circuit, Inc, a company incorporated under United States laws and having its
registered office at Florida intends to adopt this Sub Plan as an addendum to the
overall Jabil Circuit, Inc. 2002 Employee Stock Purchase Plan. The Sub Plan
incorporates specific additional terms, conditions and restrictions applicable to stock
options granted to employees of Jabil Circuit India Private Limited, Jabil Circuit
Technology India Private Limited, and any other company of the Jabil group in India
which may be formed or acquired at a later date or time. These additional terms,
conditions and restrictions are intended to ensure compliance of the Jabil Circuit, Inc.
2002 Employee Stock Purchase Plan (‘the Plan’) to the ESOP Guidelines issued by the
Indian Government.
	 
	 	II.	 	The rules of this India Sub Plan take precedence over other provisions of the Plan but
unless otherwise specifically superseded by terms of the India Sub Plan, the provisions of
the Plan shall govern the operations of the India Sub Plan.
	 
	 	III.	 	The India Sub Plan shall be effective from 1 November 2005.
	 
	 	IV.	 	Shareholder Approval:
	 
	 	 	 	Shareholder approval for the Plan has been granted on 24 September 2002.
	 
	 	V.	 	An employee who is a promoter or belongs to the promoter group or is a director who
either by himself or through his relative/body corporate, directly or indirectly holds more
than 10% of the outstanding equity shares of the company, shall not be eligible to
participate under the Sub Plan.






	 	1.1	 	For purposes of the above, “Promoter” means:






	 	a)	 	the person/s who are in over-all control of the company; or
	 
	 	b)	 	the person/s who are instrumental in the formation of the company; or
the programme pursuant to which shares were offered to the public; or
	 
	 	c)	 	the person/s named in the offer document as promoter(s).






A director or officer of the company will not be deemed to be a promoter if he is acting
as such only in his professional capacity.




(Explanation: Where a promoter of a company is a body corporate, the promoter of that
body corporate shall also be deemed to be a promoter of the company.)




	 	1.2	 	“Promoter group” means:




 









 












	 	a)	 	an immediate relative of the promoter (i.e. spouse of that person, or
any parent, brother, sister or child of the person or of the spouse) ; or
	 
	 	b)	 	persons whose shareholding is aggregated for the purpose of disclosing
“shareholding of the promoter group” in the offer document.






	 	VI.	 	The India Sub Plan as applicable to India shall not be subject to changes as required
by the ESOP Guidelines unless prior approvals from the relevant Indian regulatory
authorities, if required, have been obtained in this behalf.
	 
	 	VII.	 	Plan Terms and Conditions Binding:
	 
	 	 	 	Shares granted under this Sub-Plan shall be subject to all other terms and conditions of
the Plan.
	 
	 	VIII.	 	Amendment:
	 
	 	 	 	The Sub Plan may be suspended or discontinued at any time.





For Jabil Circuit, Inc.




Authorized Signatories:




	 	 	 
	 
	 	 
	 

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