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EXHIBIT 4.1




JABIL CIRCUIT, INC.

2011 EMPLOYEE STOCK PURCHASE PLAN




The following constitute the provisions of the 2011 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 or any
Designated Subsidiary for purposes of tax withholding under the Code and 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:






	 	(i)	 	If the Common Stock is listed on any established stock exchange, 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 exchange (or
the exchange with the greatest volume of trading in Common Stock) on the day of
determination, as reported in The Wall Street Journal or such other source as the
Board deems reliable;
	 
	 	(ii)	 	In the absence of an established market for the Common Stock, the Board
shall determine Fair Market Value on a reasonable basis.




 









 












	 	(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 first Offering Period shall commence on the first
Trading Day on or after July 1, 2011, and end on the last Trading Day occurring in the
period ending December 31, 2011. 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 2011 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.




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	5.	 	Participation.






	 	(a)	 	An eligible Employee may become a participant in the Plan by completing a
subscription agreement authorizing payroll deductions in the form (including by electronic
communication) provided by the Company and filing it with the Company’s payroll office in
accordance with procedures established by the Company at least five 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 payroll deductions during the Offering
Period as provided in Section 10 hereof, or may increase or decrease the rate of his or
her payroll deductions during an Offering Period by completing and filing (including by
electronic communication) with the Company in accordance with procedures established by
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.




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	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 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. A participant’s 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. 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 transfer of the shares purchased upon exercise of
each participant’s option in electronic form to a broker designated by the participant, or, in
the discretion of the Company, the delivery to the participant of a certificate representing
such shares.
	 
	10.	 	Discontinuance of Payroll Deductions; Termination of Employment.






	 	(a)	 	A participant may discontinue his or her payroll deductions during an Offering Period
no later than 21 calendar days before the end of the Offering Period by giving written or
electronic notice to the Company in the form provided by the Company. The discontinuance
shall be effective with the first full payroll period following five business days after
the Company’s receipt of the notice of discontinuance unless the Company elects to process
a given discontinuance more quickly. Although no further payroll deductions for the
purchase of shares will be made during the Offering Period, all of the participant’s
payroll deductions credited to his or her account prior to the discontinuance will be
applied to the purchase of shares in accordance with Section 8. If a participant
discontinues his or her payroll deductions during 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.




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	 	(c)	 	In the event an Employee fails to remain an Employee 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 discontinue payroll deductions.
	 
	 	(d)	 	A participant’s discontinuance of payroll deductions during 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 during which the participant discontinues
payroll deductions.






	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 is 6,000,000, 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.






	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, and
to provide or permit any notice or other communication required or authorized by the Plan
in either written or electronic form. 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:






	 	(i)	 	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.
	 
	 	(ii)	 	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.




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	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.
	 
	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, and the
number of shares purchased.
	 
	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.




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	 	(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. 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.






	19.	 	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.
	 
	20.	 	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.






	21.	 	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.




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	22.	 	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.






	23.	 	Term of Plan. The Plan shall become effective upon the approval by the stockholders
of the Company. It shall continue in effect until it is terminated under Section 19.






	24.	 	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.






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