Jacobs Engineering Group Inc /De/ Sample Contracts

230,000,000 CREDIT AGREEMENT Dated as of January 11, 1999 among JACOBS ENGINEERING GROUP INC. and CERTAIN OF ITS DESIGNATED SUBSIDIARIES as the Borrowers
Credit Agreement • January 19th, 1999 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • California
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Merger Agreement • January 19th, 1999 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • Missouri
AGREEMENT --------- This agreement is made as of the 3rd day of December, 2001, 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...
Employment Agreement • December 21st, 2001 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors

This agreement is made as of the 3rd day of December, 2001, between JACOBS ENGINEERING GROUP INC., a Delaware corporation ("Company") and JOSEPH J. JACOBS ("Jacobs").

CONTENTS
Trust Deed • August 7th, 2001 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors
AGREEMENT AND PLAN OF MERGER
Merger Agreement • 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”.

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
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.

CREDIT AGREEMENT
Credit 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 AGREEMENT
Change 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 AGREEMENT
Credit 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 AGREEMENT
Credit 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.

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”).

AGREEMENT AND PLAN OF MERGER among JACOBS ENGINEERING GROUP INC., BASKETBALL MERGER SUB INC. and CH2M HILL COMPANIES, LTD. Dated as of August 1, 2017
Merger Agreement • 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. 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.

JACOBS SOLUTIONS INC. FORM OF RESTRICTED STOCK UNIT AGREEMENT
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.

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 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)
Restricted Stock Unit Agreement • February 7th, 2023 • 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. 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 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.

INDEMNIFICATION AGREEMENT
Indemnification 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").

TAX MATTERS AGREEMENT by and among JACOBS SOLUTIONS INC., AMENTUM HOLDINGS, INC., AMENTUM PARENT HOLDINGS LLC, and AMENTUM JOINT VENTURE LP dated as of September 27, 2024
Tax Matters Agreement • September 30th, 2024 • Jacobs Solutions Inc. • Heavy construction other than bldg const - contractors

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of September 27, 2024, by and among Jacobs Solutions Inc., a Delaware corporation (“Parent”), Amentum Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”) (Parent and SpinCo are sometimes individually referred to herein as a “Company”), Amentum Parent Holdings LLC, a Delaware limited liability company (“Merger Partner”) and Amentum Joint Venture LP, a Delaware limited partnership (“Merger Partner Equityholder”). Each of Parent, SpinCo, and Merger Partner (or, for the absence of doubt, SpinCo as successor to Merger Partner) are herein referred to individually as a “Party” and collectively as the “Parties.”

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.

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Contract
Credit Agreement • September 29th, 2017 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • New York

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 28, 2017 (the “Amendment Date”), among Jacobs Engineering Group Inc., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party to the Existing Credit Agreement (each a “Designated Borrower” and, together with the Company, the “Borrowers”) and each Lender party hereto (the “Consenting Lenders”), and acknowledged by Bank of America, N.A., as administrative agent (the “Administrative Agent”) and Swing Line Lender.

AMENDED AND RESTATED SEPARATION AGREEMENT
Separation Agreement • August 8th, 2017 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • Texas

This Agreement is between Jacobs Engineering Group Inc. and its affiliated and subsidiary companies (“Jacobs”) and Lori S. Sundberg (“Employee”). This Agreement becomes effective upon the date of the Iast signature.

JACOBS ENGINEERING GROUP INC. NONQUALIFIED STOCK OPTION AGREEMENT (1999 Stock Incentive Plan)
Nonqualified Stock Option Agreement • March 18th, 2005 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • California

This Agreement is executed on , 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.

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 29th, 2019 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • Delaware

This TRANSITION SERVICES AGREEMENT (as amended, updated or modified from time to time, this “Agreement”), dated as of April 26, 2019 is 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”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in that certain Stock and Asset Purchase Agreement (as amended, restated or modified from time to time, the “Transaction Agreement”), dated as of October 21, 2018, by and between Seller and Buyer.

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, 2023
Separation 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.

DATED 27/1/2011 ROYAL BANK OF SCOTLAND FINANCE (IRELAND) JACOBS ENGINEERING U.K. LIMITED TERM LOAN AGREEMENT Freshfields Bruckhaus Deringer LLP London EC4Y 1HS
Term Loan Agreement • April 29th, 2011 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • England and Wales

THIS IS AN IMPORTANT DOCUMENT WHICH SETS OUT THE TERMS AND CONDITIONS OF THE FACILITY. WE RECOMMEND THAT YOU TAKE INDEPENDENT LEGAL ADVICE IF YOU HAVE ANY DOUBTS REGARDING THE TERMS AND CONDITIONS OUTLINED.

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 AGREEMENT
Stock 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.

RETIREMENT TRANSITION AGREEMENT
Retirement Transition Agreement • November 21st, 2018 • Jacobs Engineering Group Inc /De/ • Heavy construction other than bldg const - contractors • Texas

This Retirement Transition Agreement (“Agreement”) is entered into this 20th day of November 2018 between Jacobs Engineering Group Inc. and its affiliated and subsidiary companies (“Jacobs”) and Gary Mandel (“Employee”). The effective date of this Agreement shall be the “Effective Date” as defined in the Revocation Period paragraph, below.

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.

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