CONTENTSAgreement • August 7th, 2001 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors
AGREEMENT ---------Agreement • December 27th, 2000 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors
This agreement is made as of the 7th day of December, 2000, between JACOBS ENGINEERING GROUP INC., a Delaware corporation ("Company") and JOSEPH J. JACOBS ("Jacobs").
AMONGAgreement and Plan of Merger • January 19th, 1999 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • Missouri
230,000,000 CREDIT AGREEMENT Dated as of January 11, 1999 among JACOBS ENGINEERING GROUP INC. and CERTAIN OF ITS DESIGNATED SUBSIDIARIES as the BorrowersCredit Agreement • January 19th, 1999 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • California
EXHIBIT 1 AMENDED AND RESTATED RIGHTS AGREEMENT amended and restated as of December 20, 2000 by and between JACOBS ENGINEERING GROUP INC.Rights Agreement • December 22nd, 2000 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • New York
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 22nd, 2019 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • Delaware
AGREEMENT AND PLAN OF MERGER (as amended, restated or modified from time to time, hereinafter referred to as this “Agreement”), dated as of April 21, 2019, among The KeyW Holding Corporation, a Maryland corporation (the “Company”), Jacobs Engineering Group Inc., a Delaware corporation (“Parent”), and Atom Acquisition Sub, Inc., a Maryland corporation and a wholly owned direct or indirect Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
CREDIT AGREEMENT Dated as of September 28, 2017 among JACOBS ENGINEERING GROUP INC., as Borrower, THE LENDERS PARTY HERETO, and BNP PARIBAS, as Administrative Agent TD BANK, N.A., and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents BNP...Credit Agreement • September 29th, 2017 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 28, 2017, among Jacobs Engineering Group Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BNP Paribas, as Administrative Agent.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 27, 2019 among JACOBS ENGINEERING GROUP INC. and CERTAIN SUBSIDIARIES, as Borrowers, BANK OF AMERICA, N.A.,Credit Agreement • March 28th, 2019 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • New York
CREDIT AGREEMENTCredit Agreement • May 2nd, 2012 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 29, 2012, among Jacobs Engineering Group Inc., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each issuer of letters of credit from time to time party hereto (collectively, the “L/C Issuers” and individually, an “L/C Issuer”), and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.
CH2M HILL COMPANIES, LTD. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • October 24th, 2017 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • Colorado
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Matthew C. Sutton (“Executive”) and CH2M HILL Companies, Ltd. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 18th, 2020 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 27, 2019, among Jacobs Engineering Group Inc., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each issuer of letters of credit from time to time party hereto (collectively, the “L/C Issuers” and individually, an “L/C Issuer”), and Bank of America, N.A., as Administrative Agent and Swing Line Lender.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 11th, 2014 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of February 7, 2014, among Jacobs Engineering Group Inc., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each issuer of letters of credit from time to time party hereto (collectively, the “L/C Issuers” and individually, an “L/C Issuer”), and Bank of America, N.A., as Administrative Agent and Swing Line Lender.
AGREEMENT AND PLAN OF MERGER among JACOBS ENGINEERING GROUP INC., BASKETBALL MERGER SUB INC. and CH2M HILL COMPANIES, LTD. Dated as of August 1, 2017Agreement and Plan of Merger • August 2nd, 2017 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of August 1, 2017 (this “Agreement”), is entered into by and among Jacobs Engineering Group Inc., a Delaware corporation (“Parent”), Basketball Merger Sub Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and CH2M HILL Companies, Ltd., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement will have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.
JACOBS SOLUTIONS INC. FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 6th, 2024 • Jacobs Solutions Inc. • Heavy construction other than bldg const - contractors
This Agreement is executed as of ____________________ by and between Jacobs Solutions Inc. (the “Company” or “Jacobs”) and ________________ (“Employee”) pursuant to the Jacobs Solutions Inc. 2023 Stock Incentive Plan, as may be amended from time to time (the “Plan”). Unless the context clearly indicates otherwise, all terms defined in the Plan and used in this Agreement (whether or not capitalized) have the meanings as set forth in the Plan. The Agreement also includes the provisions included in the Terms and Conditions for International Employees (“Terms for International Employees”), which is applicable to Employee if Employee is employed or resides outside the United States.
JACOBS SOLUTIONS INC., JACOBS ENGINEERING GROUP INC. as Issuers or Guarantors, as applicable, for each series of Debt Securities from time to time and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 16, 2023...Indenture • February 16th, 2023 • Jacobs Solutions Inc. • Heavy construction other than bldg const - contractors
INDENTURE dated as of February 16, 2023, among JACOBS SOLUTIONS INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes called the “Parent”), JACOBS ENGINEERING GROUP INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes called the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (hereinafter sometimes called the “Trustee”).
TERM LOAN AGREEMENT Dated as of January 20, 2021 among JACOBS ENGINEERING GROUP INC. and CERTAIN SUBSIDIARIES, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, The Other Lenders Party Hereto, BNP PARIBAS, TD BANK, N.A. and WELLS FARGO...Term Loan Agreement • January 21st, 2021 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • New York
This TERM LOAN AGREEMENT (“Agreement”) is entered into as of January 20, 2021, among Jacobs Engineering Group Inc., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.13 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Administrative Agent.
JACOBS ENGINEERING GROUP INC. RESTRICTED STOCK AGREEMENT (Awarded Pursuant to the 1999 Stock Incentive Plan)Restricted Stock Agreement • May 2nd, 2012 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • California
This Agreement is executed as of __________ __, 20__, by and between JACOBS ENGINEERING GROUP INC. (the “Company”) and _________ (“Employee”) pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan (the “Plan”). Unless the context clearly indicates otherwise, capitalized terms used in this Agreement, to the extent they are defined in the Plan, have the same meaning as set forth in the Plan.
JACOBS SOLUTIONS INC. RESTRICTED STOCK UNIT AGREEMENT (Performance Shares - ROIC) (Awarded Pursuant to the Jacobs Solutions Inc. 2023 Stock Incentive Plan)Restricted Stock Unit Agreement • February 6th, 2024 • Jacobs Solutions Inc. • Heavy construction other than bldg const - contractors
This Agreement is executed as of _______________, by and between Jacobs Solutions Inc. (the “Company” or “Jacobs”) and _______________ (“Employee”) pursuant to the Jacobs Solutions Inc. 2023 Stock Incentive Plan, as may be amended from time to time (the “Plan”). Unless the context clearly indicates otherwise, all terms defined in the Plan and used in this Agreement (whether or not capitalized) have the meanings as set forth in the Plan. The Agreement also includes the provisions included in the Terms and Conditions for International Employees (“Terms for International Employees”), which is applicable to Employee if Employee is employed or resides outside the United States.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 6, 2023 among JACOBS SOLUTIONS INC., as Holdings JACOBS ENGINEERING GROUP INC. and CERTAIN SUBSIDIARIES, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender...Credit Agreement • February 7th, 2023 • Jacobs Solutions Inc. • Heavy construction other than bldg const - contractors • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of February 6, 2023, among Jacobs Solutions Inc., a Delaware corporation (“Holdings”), Jacobs Engineering Group Inc., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each issuer of letters of credit from time to time party hereto (collectively, the “L/C Issuers” and individually, an “L/C Issuer”), and Bank of America, N.A., as Administrative Agent and Swing Line Lender.
JACOBS ENGINEERING GROUP INC. RESTRICTED STOCK UNIT AGREEMENT (Performance Shares – ROIC) (Awarded Pursuant to the 1999 Stock Incentive Plan, as Amended and Restated)Restricted Stock Unit Agreement • February 6th, 2019 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • Delaware
This Agreement is executed as of _____________________, by and between JACOBS ENGINEERING GROUP INC. (the “Company”) and _____________________ (“Employee”) pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan (the “Plan”). Unless the context clearly indicates otherwise, all terms defined in the Plan and used in this Agreement (whether or not capitalized) have the meanings as set forth in the Plan.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG JACOBS SOLUTIONS INC., AMAZON HOLDCO INC., AMENTUM PARENT HOLDINGS LLC and, solely for the limited purposes set forth herein, AMENTUM JOINT VENTURE LP November 20, 2023Separation and Distribution Agreement • November 21st, 2023 • Jacobs Solutions Inc. • Heavy construction other than bldg const - contractors • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of November 20, 2023 (this “Agreement”), is by and among Jacobs Solutions Inc., a Delaware corporation (the “Company”), Amazon Holdco Inc., a Delaware corporation (“SpinCo”), Amentum Parent Holdings LLC, a Delaware limited liability company (“Merger Partner”), and, solely for the purposes of Section 2.9, Section 5.1, Article VI, Section 9.6(b) and Section 9.14, Amentum Joint Venture LP, a Delaware limited partnership (“Merger Partner Equityholder”). Capitalized terms that are used but not otherwise defined in the recitals shall have the respective meanings ascribed to such terms in Section 1.1.
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (LIBOR TRANSITION)Credit Agreement • February 8th, 2022 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (LIBOR TRANSITION) (this “Agreement”), dated as of December 6, 2021 (the “Amendment Effective Date”), is entered into between JACOBS ENGINEERING GROUP INC., a Delaware corporation (the “Company”), and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”).
JACOBS ENGINEERING GROUP INC. NONQUALIFIED STOCK OPTION AGREEMENT (1999 Stock Incentive Plan)Nonqualified Stock Option Agreement • July 30th, 2009 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • California
This Agreement is executed on , 2009, by and between JACOBS ENGINEERING GROUP INC., a Delaware corporation (the “Company”), and (“Optionee”) pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan (the “Plan”). Unless the context clearly indicates otherwise, capitalized terms used in this Agreement, to the extent they are defined in the Plan, have the same meaning as set-forth in the Plan.
CREDIT AGREEMENT Dated as of December 15, 2005 among JACOBS ENGINEERING GROUP INC. and CERTAIN SUBSIDIARIES as Borrowers, THE BANK OF NOVA SCOTIA, as Canadian Facility Agent and Canadian Swing Line Lender, WACHOVIA BANK N.A. and BNP PARIBAS as...Credit Agreement • December 8th, 2006 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • New York
Any increase or decrease in the Applicable Tranche 1 Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately
JACOBS ENGINEERING GROUP INC. NONQUALIFIED STOCK OPTION AGREEMENT (1999 Stock Incentive Plan)Nonqualified Stock Option Agreement • November 24th, 2015 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • California
This Agreement is executed on ________ _____, 20__, by and between JACOBS ENGINEERING GROUP INC., a Delaware corporation (the “Company”), and (“Optionee”) pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan (the “Plan”). Unless the context clearly indicates otherwise, capitalized terms used in this Agreement, to the extent they are defined in the Plan, have the same meaning as set-forth in the Plan.
AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENTStock and Asset Purchase Agreement • April 29th, 2019 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • New South Wales
This AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT (as further amended, restated or modified from time to time, this “Agreement”), dated as of April 26, 2019, is made and entered into by and between Jacobs Engineering Group Inc., a Delaware corporation (“Seller”), and WorleyParsons Ltd. (ACN 096 0901458), a company incorporated in Australia (“Buyer” and together with Seller, the “Parties”) and amends and restates that certain Stock and Asset Purchase Agreement, dated as of October 21, 2018 (the “Original Date”) by and between Seller and Buyer (the “Original Agreement”). Capitalized terms used herein shall have the meaning set forth in ARTICLE I.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 2nd, 2012 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • Delaware
THIS AGREEMENT is made effective as of __________________ between JACOBS ENGINEERING GROUP INC., a Delaware corporation (the "Company"), and _____________ ("Indemnitee").
JACOBS ENGINEERING GROUP INC. RESTRICTED STOCK UNIT AGREEMENT (Performance Shares - Earnings Per Share) (Awarded Pursuant to the 1999 Stock Incentive Plan, as Amended and Restated)Restricted Stock Unit Agreement • February 9th, 2021 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors
This Agreement is executed as of _________________, by and between JACOBS ENGINEERING GROUP INC. (the “Company”) and _________________ (“Employee”) pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan (the “Plan”). Unless the context clearly indicates otherwise, all terms defined in the Plan and used in this Agreement (whether or not capitalized) have the meanings as set forth in the Plan.
JACOBS ENGINEERING GROUP INC. RESTRICTED STOCK UNIT AGREEMENT (Performance Shares - Earnings Per Share Growth) (Awarded Pursuant to the 1999 Stock Incentive Plan, as Amended and Restated)Restricted Stock Unit Agreement • February 6th, 2019 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • Delaware
This Agreement is executed as of _______________, by and between JACOBS ENGINEERING GROUP INC. (the “Company”) and _______________ (“Employee”) pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan (the “Plan”). Unless the context clearly indicates otherwise, all terms defined in the Plan and used in this Agreement (whether or not capitalized) have the meanings as set forth in the Plan.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 2nd, 2017 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), is dated as of August 1, 2017, by and among Jacobs Engineering Group, Inc., a Delaware corporation (“Parent”), Basketball Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the stockholder of CH2M HILL Companies, Ltd. (the “Company”) listed on the signature pages hereto (the “Stockholder”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
JACOBS SOLUTIONS INC. RESTRICTED STOCK UNIT AGREEMENT (Time-Based Vesting) (Awarded Pursuant to the 1999 Outside Director Stock Plan, as Amended and Restated)Restricted Stock Unit Agreement • May 9th, 2023 • Jacobs Solutions Inc. • Heavy construction other than bldg const - contractors
This Agreement is executed as of this ___day of January 20__, by and between JACOBS SOLUTIONS INC. (the “Company”) and_____________(“Director”) pursuant to the Jacobs Solutions Inc. 1999 Outside Director Stock Plan, as amended and restated (the “Plan”). Unless the context clearly indicates otherwise, capitalized terms used in this Agreement, to the extent they are defined in the Plan, have the same meaning as set forth in the Plan.
JACOBS SOLUTIONS INC. FORM OF RESTRICTED STOCK UNIT AGREEMENT (Performance Shares - Earnings Per Share) (Awarded Pursuant to the Jacobs Solutions Inc. 1999 Stock Incentive Plan, as Amended and Restated)Jacobs Solutions Inc. • February 7th, 2023 • Heavy construction other than bldg const - contractors
This Agreement is executed as of _______________, by and between JACOBS SOLUTIONS INC. (the “Company” or “Jacobs”) and _______________ (“Employee”) pursuant to the Jacobs Solutions Inc. 1999 Stock Incentive Plan (the “Plan”). Unless the context clearly indicates otherwise, all terms defined in the Plan and used in this Agreement (whether or not capitalized) have the meanings as set forth in the Plan.
JACOBS ENGINEERING GROUP INC. FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 21st, 2017 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • California
This Agreement is executed as of _________________ by and between JACOBS ENGINEERING GROUP INC. (the “Company”) and _____________________ (“Employee”) pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan, as amended (the “Plan”). Unless the context clearly indicates otherwise, all terms defined in the Plan and used in this Agreement (whether or not capitalized) have the meanings as set forth in the Plan.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 9th, 2023 • Jacobs Solutions Inc. • Heavy construction other than bldg const - contractors • Delaware
This Indemnification Agreement (this “Agreement”) is made as of ________________ by and between JACOBS SOLUTIONS INC., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
January 26, 2011 Jacobs Nederland B.V. c/o Jacobs Engineering Group Inc. Pasadena, CA 91105 Attention: Michael J. Carlin Assistant TreasurerJacobs Engineering Group Inc /De/ • April 29th, 2011 • Heavy construction other than bldg const - contractors • New York
BNP PARIBAS (the “Lender”), is pleased to make available to Jacobs Nederland B.V. (the “Company”), a senior term loan facility on the terms and subject to the conditions set forth below. Terms not defined herein have the meanings assigned to them in Exhibit A hereto or in the Incorporated Agreement.
