Ex-10.6.1: 2002 Stock Incentive Plan Stock Option



 





EXHIBIT 10.6.1




[FORM OF JABIL CIRCUIT, INC.

2002 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT]




     Unless otherwise defined herein, the terms defined in the Jabil Circuit,
Inc. 2002 Stock Incentive Plan (the “Plan”) shall have the same defined
meanings in this stock option agreement (“Option Agreement”).



I. NOTICE OF STOCK OPTION GRANT




     [NAME]



     You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as
follows:



	 	 	 	 	 
	Date of Grant:
	 	 	 	 
	 
	 	 	 	 
	Exercise Price per Share:
	 	 	 	 
	 
	 	 	 	 
	Total Number of Shares Granted:
	 	 	 	 
	 
	 	 	 	 
	Total Exercise Price:
	 	 	 	 
	 
	 	 	 	 
	Type of Option:

	 	 	 	Incentive Stock Option
	

	 	
 	 	 
	 
	 	 	 	 
	

	 	 	 	Nonstatutory Stock Option
	

	 	
 	 	 
	 
	 	 	 	 
	Term/Expiration Date:
	 	 	 	 







Vesting Schedule:




     Except as otherwise provided by Section 5 of Part II of this Option
Agreement, this Option may be exercised, in whole or in part, in accordance
with the following schedule:



     Options shall vest at the rate of 12% of the shares upon the expiration of
six (6) months after the Date of Grant and 2% of the shares on the same
calendar day of each successive month thereafter, provided that in all
instances the Optionee is an Employee of, or Consultant to, the Company or a
Subsidiary.



 









 





Termination Period:




     This Option may be exercised for thirty (30) days after termination of
Optionee’s Continuous Status as an Employee or Consultant, or such longer
period as may be applicable upon death or Disability of Optionee as provided in
the Plan, but in no event later than the Term/Expiration Date as provided
above.



II. AGREEMENT




     1. Grant of Option. The Plan Administrator of the Company hereby grants to the
Optionee named in the Notice of Grant attached as Part I of this Option
Agreement (the “Optionee”), an option (the “Option”) to purchase a number of
Shares, as set forth in Part I of this Option Agreement, at the exercise price
per share set forth in Part I of this Option Agreement (the “Exercise Price”),
subject to the terms and conditions of the Plan, which is incorporated herein
by reference. Subject to Section 13(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of
this Option Agreement, the terms and conditions of the Plan shall prevail.



          If designated in Part I of this Option Agreement as an Incentive Stock
Option, this Option is intended to qualify as an Incentive Stock Option under
Section 422 of the Code.



     2. Exercise of Option.



          (a) Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in Part I of this Option Agreement
and the applicable provisions of the Plan and this Option Agreement. In the
event of Optionee’s death, Disability or other termination of Optionee’s
Continuous Status as an Employee or Consultant, the exercisability of the
Option is governed by the applicable provisions of the Plan and this Option
Agreement.



          (b) Method of Exercise. This Option is exercisable by delivery of an
exercise notice, in the form attached as Exhibit A (the “Exercise Notice”),
which shall state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the “Exercised Shares”), and
such other representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. The Exercise Notice shall be signed by
the Optionee and shall be delivered in person or by certified mail to the
Secretary of the Company. The Exercise Notice shall be accompanied by payment
of the aggregate Exercise Price as to all Exercised Shares. This Option shall
be deemed to be exercised upon receipt by the Company of such fully executed
Exercise Notice accompanied by such aggregate Exercise Price.



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          No Shares shall be issued pursuant to the exercise of this Option unless
such issuance and exercise complies with all relevant provisions of law and the
requirements of any stock exchange or quotation service upon which the Shares
are then listed. Assuming such compliance, for income tax purposes the
Exercised Shares shall be considered transferred to the Optionee on the date
the Option is exercised with respect to such Exercised Shares.



     3. Method of Payment. Payment of the aggregate Exercise Price shall be by any
of the following, or a combination thereof, at the election of the Optionee:



          (a) cash; or



          (b) check; or



          (c) wire transfer; or



          (d) subject to the approval of the Administrator, such other methods as
provided by the terms of the Plan.



     4. Non-Transferability of Option. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution, except
as otherwise permitted by the Administrator in accordance with the terms of the
Plan.



     The terms of the Plan and this Option Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee.



     5. Change in Control. In the event of a Change in Control, if this Option is
outstanding on the date such Change in Control is determined to have occurred,
is not yet exercisable and vested on such date, and does not become fully
exercisable following such date pursuant to the Vesting Schedule set out in
Part I of this Option Agreement, this Option:



          (a) shall become fully exercisable and vested on the first anniversary of
the date of such Change in Control (the “Change in Control Anniversary”) if the
Optionee’s Continuous Status as an Employee or Consultant does not terminate
prior to the Change in Control Anniversary;



          (b) shall become fully exercisable and vested on the date of termination
of the Optionee’s Continuous Status as an Employee or Consultant if such
termination occurs prior to the Change in Control Anniversary as a result of
termination by the Company without Cause or resignation by the Optionee for
Good Reason; or



          (c) shall not become fully exercisable and vested if the Optionee’s
Continuous Status as an Employee or Consultant terminates prior to the Change
in Control Anniversary as a result of termination by the Company for Cause or
resignation by the Optionee without Good Reason.



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For purposes of this Section 5, the following definitions shall apply:



          (d) “Cause” means:



                    (i) An Optionee’s conviction of a crime involving fraud or dishonesty; or



                    (ii) An Optionee’s continued willful or reckless material misconduct in
the performance of the Optionee’s duties after receipt of written notice from
the Company concerning such misconduct;


provided, however, that for purposes of (ii) above, Cause shall not include any
one or more of the following: bad judgment, negligence or any act or omission
believed by the Optionee in good faith to have been in or not opposed to the
interest of the Company (without intent of the Optionee to gain, directly or
indirectly, a profit to which the Optionee was not legally entitled).



          (e) “Good Reason” means:



                    (i) The assignment to the Optionee of any duties inconsistent in any
respect with the Optionee’s position (including status, titles and reporting
requirement), authority, duties or responsibilities, or any other action by the
Company that results in a 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 and that is remedied by the
Company promptly after receipt of written notice thereof given by the Optionee
within 30 days following the assignment or other action by the Company;



                    (ii) Any reduction in compensation; or



                    (iii) Change in location of office of more than 35 miles without prior
consent of the Optionee.



     6. Term of Option. This Option may be exercised only within the term set out
in Part I of this Option Agreement, and may be exercised during such term only
in accordance with the Plan and the terms of this Option Agreement.



     7. Tax Consequences. Some of the federal tax consequences relating to this
Option, as of the date of this Option, are set forth below. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR
DISPOSING OF THE SHARES.



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          (a) Exercising the Option.



                    (i) Nonstatutory Stock Option (“NSO”). If this Option does not qualify as
an ISO, the Optionee will incur regular federal income tax liability upon
exercise. The Optionee will be treated as having received compensation income
(taxable at ordinary income tax rates) equal to the excess, if any, of the fair
market value of the Exercised Shares on the date of exercise over their
aggregate Exercise Price. If the Optionee is an employee, the Company will be
required to withhold from his or her compensation or collect from Optionee and
pay to the applicable taxing authorities an amount equal to a percentage of
this compensation income at the time of exercise.



                    (ii) Incentive Stock Option (“ISO”). If this Option qualifies as an ISO,
the Optionee will have no regular federal income tax liability upon its
exercise, although the excess, if any, of the fair market value of the
Exercised Shares on the date of exercise over their aggregate Exercise Price
will be treated as an adjustment to the alternative minimum tax for federal tax
purposes and may subject the Optionee to alternative minimum tax in the year of
exercise.



          (b) Disposition of Shares.



                    (i) NSO. The Optionee will realize capital gain equal to the excess of
the amount realized from disposition of NSO Shares over the Optionees’s tax
basis in the NSO Shares. An Optionee’s tax basis in the NSO Shares generally is
the fair market value of the NSO Shares on the date the Optionee exercises the
NSO. The capital gain will be long-term or short-term depending on the length
of time the Optionee held the NSO Shares.



                    (ii) ISO. If the Optionee holds ISO Shares for at least one year after
exercise and two years after the grant date, any gain realized on disposition
of the ISO Shares will be treated as capital gain. The capital gain will be
long-term or short-term depending on the length of time the Optionee held the
ISO Shares. If the Optionee disposes of ISO Shares within one year after
exercise or two years after the grant date, the Optionee will realize
compensation income (taxable at ordinary income rates) equal to the lesser of
(A) the difference between the fair market value of such ISO Shares on the date
of exercise and the aggregate Exercise Price, or (B) the difference between the
sale price of such ISO Shares and the aggregate Exercise Price.



          (c) Notice of Disqualifying Disposition of ISO Shares. If the Optionee
sells or otherwise disposes of any of the Shares acquired pursuant to an ISO on
or before the later of (i) two years after the grant date, or (ii) one year
after the exercise date, the Optionee shall immediately notify the Company in
writing of such disposition. The Optionee agrees that he or she may be subject
to income tax withholding by the Company on the compensation income recognized
from such early disposition of ISO Shares by payment in cash or out of the
current earnings paid to the Optionee.



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     By your signature and the signature of the Company’s representative below,
you and the Company agree that this Option is granted under and governed by the
terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed in their entirety the prospectus that summarizes the terms of the Plan
and this Option 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 executing this Option
Agreement and fully understands all provisions of the Plan and Option
Agreement. Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions
relating to the Plan and Option Agreement.



	 	 	 	 	 
	OPTIONEE:	 	JABIL CIRCUIT, INC.
	 
	 	 	 	 
	

	 	By:	 	 
	
 

	 	 	 	
 
	Signature

	 	 	 	TIMOTHY L. MAIN
	 
	 	 	 	 
	 	 	Title: PRESIDENT







Revised 10/03



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	 	EXHIBIT A
	 	 







2002 STOCK INCENTIVE PLAN

EXERCISE NOTICE




Employee’s Name




Jabil Circuit, Inc.

10560 Dr. Martin Luther King Jr. Street North

St. Petersburg, FL 33716-3718



Attention:                                         


1. Exercise of Option. Effective as of the date that appears below the
signature of the undersigned (the “Purchaser”), Purchaser hereby elects to
purchase                     shares (at $                    ) (the “Shares”) of the Common
Stock of Jabil Circuit, Inc. (the “Company”) under and pursuant to the 2002
Stock Incentive Plan (the “Plan”) and the Stock Option Agreement dated                                          (the
“Option Agreement”). The purchase price of the Shares shall be $                    , as required
by the Option Agreement.


2. Delivery of Payment. Purchaser herewith delivers to the Company the full
purchase price for the Shares.


3. Representation of Purchaser. Purchaser acknowledges that Purchaser has
received, read and understood the Option Agreement and the prospectus that
describes the Plan and agrees to abide by and be bound by the terms and
conditions of the Plan and the Option Agreement.


4. Rights of Stockholder. Subject to the terms and conditions of this Exercise
Notice, Purchaser shall have all of the rights of a stockholder of the Company
with respect to the Shares from and after the date that Purchaser delivers full
payment of the Exercise Price until such time as Purchaser disposes of the
Shares.


5. Tax Consultation. Purchaser understands that Purchaser may suffer adverse
tax consequences as a result of Purchaser’s purchase or disposition of the
Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.


6. Entire Agreement; Governing Law. The Plan and Option Agreement are
incorporated herein by reference. This Exercise Notice, the Plan and the
Option Agreement constitute the entire agreement of the parties and supersede
in their entirety all prior undertakings and agreements of the Company and
Purchaser with respect to the subject matter hereof, and such agreement is
governed by Delaware law except for that body of law pertaining to conflict of
laws.



	 	 	 	 	 
	Submitted by:

	 	Accepted by:

	 
	 	 	 	 
	PURCHASER:

	 	JABIL CIRCUIT, INC.

	 
	 	 	 	 
	

	 	By:	 	 
	
 

	 	 	 	
 
	Signature	 	Robert L. Paver
	 
	 	 	 	 
	

	 	Its:
	 	Secretary & General Counsel
	
 

	 	 	 	
 
	Date
	 	 	 	 
	 
	 	 	 	 
	
 	 
	 	 	 
	Print Name
	 	 	 	 
	 
	 	 	 	 
	
 	 
	 	 	 
	Social Security Number
	 	 	 	 
	 
	 	 	 	 
	Address:

	 	Address:

	 
	 	 	 	 
	
 	 
	10560 Dr. Martin Luther King Jr. Street North

St. Petersburg, Florida 33716-3718