EXHIBIT 10.3
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AGREEMENT
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This agreement is made as of the 30th day of November, 1993, between JACOBS
ENGINEERING GROUP INC., a Delaware corporation ("Company") and JOSEPH J. JACOBS
("Jacobs").
1. Effective October 1, 1993, Jacobs is to receive annual base
compensation at the rate of $425,000 per year. This compensation is partly in
recognition of past services for which Jacobs was undercompensated and for
future services in light of his standing and contributions to the success and
expansion of the Company. Company acknowledges that among the significant
contributions Jacobs has made to the business acquisitions for the Company. It
is expected that Jacobs will continue to perform this service. No separate or
extra compensation is to be paid Jacobs for any "finder" or service of like kind
whether Jacobs serves as a consultant or otherwise. Jacobs agrees to use his
best efforts to perform such service at the request of Company.
2. Payments hereunder shall be for a term of five years ending on
September 30, 1998. Payments shall be made no less often than annually as the
payor and payee may agree. For as long as Jacobs serves as an employee of the
Company, the compensation is deemed to be base salary. For such period as he
may act as a consultant to the Company and therefore as an independent
contractor, the payments shall be deemed to be made to him as an independent
contractor.
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Should Jacobs die before the end of the term of this agreement, payment
shall continue to be made as though they were payments for a consultant. Jacobs
reserves the right to designate the successor payee in the event of his death.
In other words, payments shall continue for the term hereof whether Jacobs is
alive or not. Jacobs hereby designates his wife, Violet J. Jacobs, as the payee
from and after his death but upon the understanding that he may freely change
the designation during his lifetime. In the event he does not and Violet J.
Jacobs is not alive to receive the payments, then such payments otherwise
payable to the designee of Jacobs shall go to the trustee of Jacobs Family Trust
U/D/T dated October 13, 1980, as amended.
3. Nothing herein shall be deemed to affect the right of the Board of
Directors of the Company to have complete control over the duties Jacobs is to
perform either as an employee or as a consultant. It is contemplated that for as
long as Jacobs is able and willing to serve as Chairman of the Board of the
Company, then he may serve in that capacity. However he shall have no right to
such office should the board of directors in the future designate that he not be
an officer or employee of the Company.
4. Jacobs shall continue to serve substantially as he has in the past as
Chairman of the Board of the Company with such duties and responsibilities as he
currently has or as the board of directors may hereafter determine.
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5. It is understood that Jacobs has served as a director of Polytechnic
Institute of New York, Genetics Institute and other entities. The Company does
not require Jacobs to serve in any outside capacity of the sort above-described
but consents to such service as long as it does not materially interfere with
his duties as they may be prescribed by the Board of Directors of the Company or
be in contravention of the non-competition provisions of this agreement.
6. Jacobs agrees to provide services as an employee of the Company and
also as a consultant to the Company in the event that he ceases to be an
employee. As a consultant, he will represent the Company in community and public
affairs, in the promotion of business expansion and good will, and in
undertaking special assignments for the Company or its board of directors in
keeping with his standing in the industry and community.
7. While he is an employee, Jacobs shall be entitled to participate in any
bonus plan which may be designed for the benefit of Company executives provided
however that his bonus, if any, is to be determined as to amount and timing by
the Compensation Committee or otherwise if so determined by the board of
directors.
For the year ended September 30, 1993, such bonus has been determined
to be $130,000.
8. Jacobs agrees to maintain club memberships in such clubs as he deems to
be appropriate to his performance hereunder.
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Such club memberships presently include Annandale Country Club, California Club,
and others. He shall solely be responsible for the payment of dues to such
clubs. However, the Company agrees to reimburse him for direct expense
reasonably incurred by him in the pursuit of his business responsibilities
hereunder. Such reimbursement shall be made upon proof offered by Jacobs
satisfactory to the Company that the expense was incurred in the interests of
the Company.
9. Either as an employee or as a consultant, Jacobs shall continue to be
entitled to be a beneficiary of such medical or other benefit programs as are
made available to senior management officials. This shall include life insurance
and health benefits and shall apply, to the extent feasible, to his service
either as a employee or as a consultant.
10. The Company shall provide outside office and secretarial services to
Jacobs during such time as he may be a consultant.
11. During the term of this agreement, Jacobs shall not, without the prior
written consent of the Company, engage directly or indirectly (including by way
of example only, as an owner, greater than 5% shareholder, principal creditor,
partner, venturer, representative, employee or agent), nor have any direct or
indirect interest, in any business which competes with the Company or any of its
subsidiaries in any area of the world in which the Company or such subsidiary
engages in business during the term of this
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agreement.
Jacobs shall not, directly or indirectly, disclose to any third person
any confidential records or information, or trade secrets relating to the
Company's business, nor shall Jacobs use such information except to discharge
his obligations hereunder or as otherwise permitted by the Company so long as
such information is not in the public domain. Breach by Jacobs of the terms
hereof shall entitle the Company to terminate compensation hereunder and to
obtain any and all other relief or remedies to which it is entitled at law or in
equity. The effectiveness and enforceability of the provisions of this paragraph
shall survive termination of this agreement.
12. As and when Jacobs becomes designated as consultant, it is the intent
of the parties hereto that the relationship of Jacobs and the Company shall be
that of independent contractors and not that of employer and employee.
Consultant shall at all times be responsible for the payment of all income and
other taxes due or arising out of the relationship created hereby.
13. The rights and duties of Jacobs hereunder shall not be assignable
without the consent of the Company. This agreement shall be binding upon and
shall inure to the benefit of any successor, heir, administrator or assignee of
any party hereto, any such successor being deemed substituted for such party
under the terms of this agreement. In the case of the Company, the term
"successor" as used herein shall include any person, firm,
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corporation or other business entity which at any time, by merger, purchase or
otherwise, acquires all or substantially all of the assets or business of the
Company.
14. With respect to the matters specified herein, this agreement contains
the entire agreement between the parties and supersedes all prior oral and
written agreements, understandings and commitments between the parties. This
agreement shall not affect the provisions of any other compensation, retirement,
or other benefit programs of the Company to which Jacobs is presently a party or
of which he is now a beneficiary. No amendments to this agreement may be made
except by a writing signed by both parties.
15. Any notice or demand required or permitted to be given under this
agreement shall be in writing and shall be deemed effective upon the personal
delivery thereof if delivered or, if mailed, forty-eight hours after having been
deposited in the United States mail in Los Angeles County, postage prepaid and
addressed in the case of the Company to its then principal place of business,
presently 251 South Lake Avenue, Pasadena, California 91101-3063, and in the
case of Jacobs to the address set forth after his signature hereto. Either party
may change the address to which such notices are to be addressed by giving the
other party notice in the manner herein set forth.
16. To the full extent controllable by stipulation of the parties, this
agreement shall be interpreted and enforced under California law.
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In WITNESS WHEREOF, the Company has caused this agreement to be executed by
its duly authorized representatives and Jacobs has affixed his signature, as of
the date first above written.
JOSEPH J. JACOBS
("Jacobs")
/s/ Joseph J. Jacobs
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251 S. Lake Ave.
Pasadena, California 91101
JACOBS ENGINEERING GROUP INC.
("Company")
By: /s/ Noel G. Watson
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Noel G. Watson,
President
By: /s/ John W. Prosser, Jr.,
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John W. Prosser, Jr.,
Senior Vice President,
Finance and Administration
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AGREEMENT
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This agreement is made as of the 30th day of November, 1994, between JACOBS
ENGINEERING GROUP, INC. a Delaware corporation ("Company") and JOSEPH J. JACOBS
("Jacobs").
In accordance with previous practice, the term for the ending of the
November 30, 1993 employment agreement between the parties is extended from
September 30, 1998 to September 30, 1999. All of the other provisions of the
agreement shall remain in force.
IN WITNESS WHEREOF, the Company has caused this agreement to be executed by
its duly authorized representatives and Jacobs has affixed his signature, as of
the date first above written.
JOSEPH J. JACOBS
("Jacobs")
/s/ Joseph J. Jacobs
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251 S. Lake Ave.
Pasadena, California 91101
JACOBS ENGINEERING GROUP INC.
("Company")
By /s/ Noel G. Watson
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Noel G. Watson,
President
By: /s/ John W. Prosser, Jr.
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John W. Prosser, Jr.,
Senior Vice President,
Finance and Administration