EX-10.3 2 jec-ex103_6.htm EX-10.3 AMENDED AND RESTATED SEPARATION AGREEMENT
Exhibit 10.3
AMENDED AND RESTATED SEPARATION AGREEMENT
This Agreement is between Xxxxxx Engineering Group Inc. and its affiliated and subsidiary companies (“Jacobs”) and Xxxx X. Xxxxxxxx (“Employee”). This Agreement becomes effective upon the date of the Iast signature.
WHEREAS, Employee has been a full time employee of Jacobs; and
WHEREAS, Employee and Jacobs desire to define the details of Employee’s separation from Jacobs.
5.Acknowledgment of Full Payment. Employee acknowledges that the payments and arrangements described herein shall constitute full and complete satisfaction of any and all amounts properly due and owing to Employee as a result of his/her employment with Jacobs and/or the termination of that employment, and that in the absence of this Agreement, Employee would not be entitled to, among other things, the payment and benefits specified in paragraphs 1, 5 and 7.
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0.Xxxxxxxxxx Incentive Plan. Employee will not be eligible to receive a bonus award under the Management Incentive Plan for FY2017 or thereafter.
10.Non-Disclosure of Trade Secrets, Confidential and Proprietary Information. At the outset of Employee’s employment with Jacobs, Employee executed an Employee Invention and Confidential Information Agreement (the “EICI Agreement”) in which Employee made certain specifically enforceable promises, a copy of which is attached hereto as Exhibit “A”. The termination of Employee’s employment does not termínate Employee’s obligations under the EICI Agreement. Specifically, Jacobs may enforce the confidentiality provisions of the EICI Agreement even though Employee leaves its employ.
Employee’s position at Jacobs placed Employee in the possession of highly sensitive and extremely proprietary information of Jacobs, including, but not limited to, in the very highly competitive consulting, engineering, design, construction and construction management business. Under the EICI Agreement, Employee must hold in confidence and may not disclose any proprietary, technical or business records, data or information developed by Employee or disclosed to Employee by Jacobs or by its customers or prospective customers or any subsidiary, parent or affiliate of Jacobs, including but not limited to, information regarding Jacobs’ highly sensitive extremely proprietary information regarding its consulting, engineering, design, construction and construction management business and prospects. Furthermore, Employee may utilize such information only as authorized by Jacobs. Thus, Employee may not use or disclose any of this information during any new employment.
The confidential proprietary information and trade secrets covered by the EICI Agreement include, but are not limited to, the following:
(i) |
All business development and client information within the exclusive control of Jacobs, including but not limited to: |
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(a) |
Current and prospective customer lists; |
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(b) |
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(c) |
Pricing, rates, schedules and method of bidding on individual projects; |
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(d) |
Technical details and status reports involving current and prospective projects; |
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(e) |
Contracting strategies, philosophies and/or techniques; |
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(f) |
Salary rates and benefit levels for Jacobs’ employees; |
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(g) |
Employment and recruitment policies of Jacobs; and |
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(h) |
Internal policies and procedures utilized by Jacobs in performing business projects and consulting work. |
(ii) |
Strategic business plans and marketing initiatives of Jacobs which are not general public knowledge. |
(iii) |
Any other confidential, proprietary, technical data developed by Employee or disclosed to Employee by Jacobs during Employee’s employment, whether pertaining to specific projects with which Employee was involved or otherwise. |
As to this information, Jacobs hereby reminds Employee that Employee must abide by Employee’s confidentiality responsibilities and refrain from using or disclosing any of the above information to Employee’s new employer or to any third party without prior written consent from Jacobs. Furthermore, Jacobs also reminds Employee that Employee must immediately return to it all written material currently in Employee’s possession relating to the above-listed proprietary information.
If Employee in any way breaches his/her obligations not to disclose the trade secrets and confidential proprietary information of Jacobs, whether by using or disclosing any of the above-listed information, Jacobs will immediately pursue all legal remedies available to it, including without limitation, an injunction preventing Employee’s continued conduct and/or a civil action for damages.
11.Immunity Under the Defend Trade Secrets Act of 2016. The federal Defend Trade Secrets Act of 2016 provides immunity to Employee in certain circumstances for limited disclosure of Jacobs’ trade secrets:
(i) |
in confidence, either directly or indirectly to a federal, state or local government official, or to an attorney, “solely for the purpose of reporting or investigating a suspected violation of law,” or |
(ii) |
“in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” |
Additionally, if Employee files a retaliation lawsuit for reporting a suspected violation of law he/she may also use and disclose related trade secrets in the following manner:
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(i) |
Employee may disclose the trade secret to his/her attorney, and |
(ii) |
Employee may use the information in related court proceedings, as long as Employee files documents containing the trade secret under seal, and does not otherwise disclose the trade secret “except pursuant to court order.” |
12.Entire Agreement; Choice of Law. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by Employee and an executive officer of Jacobs. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas (without giving effect to its conflicts of laws, rules or principles) and no failure or delay in exercising any right, power or privilege hereunder shall operate or a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
Nothing in this Agreement shall be construed to prevent Employee from filing an administrative charge with the Equal Employment Opportunity Commission (or any state or local fair employment practices agency), the Securities and Exchange Commission (“SEC”), or any other governmental, administrative or regulatory agency. With respect to any such filing, Employee understands and agrees that Employee is waiving the right, and shall not seek, accept, or be entitled, to any monetary relief or recovery (other than any applicable statutory award or fee that cannot be waived as a matter of law), whether for himself/herself individually, or as a member of a class or group, arising from, in connection with, or related to a charge or complaint filed by Employee for himself/herself or as a representative on behalf of others.
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another person in the employ of Jacobs to terminate his or her employment for the purpose of joining, associating or becoming employed with any business or activity which is in competition with any business or activity engaged in by Jacobs.
Employee agrees that for a period of two (2) years immediately following the termination of his/her employment, that he/she will not either directly or indirectly:
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(a) |
Disclose any Sensitive Information to any person, firm or corporation (Sensitive Information does not include information that is generally available in the public domain, other than as a result of any action by Employee; provided, however, Sensitive Information shall not be deemed to be in the public domain merely because individual features of it are in the public domain unless the combination itself and the principle of operation are also in the public domain.); or |
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(b) |
Make known to any person, firm or corporation the names or addresses of any of the customers of Jacobs or Jacobs’ affiliated companies or any other information pertaining to them that such recipient would be able to use in competition with Jacobs or Jacobs’ affiliated companies. |
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24.Arbitration. The parties agree that the arbitration of disputes provides mutual advantages in terms of facilitating the fair and expeditious resolution of disputes. In consideration of these mutual advantages, the parties agree to the Arbitration Procedures set forth in Exhibit “B” attached hereto.
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Executed at Dallas, Texas, this 26th day of July, 2017.
/s/ Xxxx Xxxxxxxx |
Xxxx Xxxxxxxx |
Executed at Dallas, Texas, this 26th day of July, 2017.
XXXXXX ENGINEERING GROUP INC. | ||
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By: |
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/s/ Xxxxxxx X. Xxxxx |
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Xxxxxxx X. Xxxxx |
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Senior Vice President & General Counsel |
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Exhibit “A”
Employee Invention and Confidential Information Agreement
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Exhibit “B”
Arbitration Procedures
(a) |
Scope of Arbitration |
The parties will submit to arbitration, in accordance with these provisions, any and all disputes either party may have arising from or related to this Agreement, including, but not limited to, its formation, breach, performance, or the interpretation, application, or enforceability of this Agreement. The parties further agree that the arbitration process agreed upon herein shall be the exclusive means for resolving all disputes made subject to arbitration herein but that no arbitrator shall have authority to determine whether disputes fall within the scope of these arbitration provisions.
(b) |
Availability of Provisional Relief |
These arbitration provisions shall not prevent Jacobs or Employee, as the case may be, from obtaining injunctive relief from a court of competent jurisdiction to enforce the confidentiality, non-disparagement, non-solicitation and non-compete obligations of the parties under this Agreement.
(c) |
JAMS Employment Arbitration Rules And Procedures Apply |
(d) |
Invoking Arbitration |
Either party may invoke the arbitration procedures described herein by submitting to the other, in person, by mail, or reputable delivery service (e.g., UPS or FedEx) a written demand for arbitration containing a statement of the matter to be arbitrated in sufficient detail to establish the timeliness of the demand. The parties shall then have fourteen days within which they may identify a mutually agreeable arbitrator. After the fourteen-day period has expired, the parties shall prepare and submit to JAMS a joint submission. In their submission to JAMS, if they have not already selected a mutually agreeable arbitrator, the parties shall request that an arbitrator be assigned pursuant to the JAMS Rules.
(e) |
Award Final |
The decision of the Arbitrator shall be final, conclusive, and binding on the parties to the arbitration, subject to judicial review and confirmation as provided by law. Subject to any remedies the arbitrator may award, the parties to the arbitration shall be responsible for the arbitration and arbitrator’s fees in accordance with applicable law. The Arbitrator shall be empowered to award any remedies (including, without limitation, injunctive and other equitable relief) that a court of law could award for the claims at issue in the matter, but such remedies shall be limited to those that are available to a party in a court of law for said claims. The Arbitration Agreement contained herein supersedes any other arbitration agreement between the parties.
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(f) |
Stenographic Record |
There shall be a stenographic record of the arbitration hearing, unless the parties agree to record the proceedings by other reliable means.
(g) |
Location |
Unless otherwise agreed by the parties, arbitration hearings shall take place in the state in which the employee worked, at a mutually agreeable place or, if no agreement can be reached, at a place designated by JAMS.
(h) |
Law Governing the Arbitrator’s Award |
In rendering an award, the arbitrator shall determine the rights and obligations of the parties according to the substantive law of the State of Texas (excluding conflicts of laws principles), and the arbitrator’s decision shall be governed by state and federal substantive law, including state and federal discrimination laws, as though the matter were before a court of law.
(i) |
Written Awards and Enforcement |
Any arbitration award shall be accompanied by a written statement containing a summary of the issues in controversy, a description of the award, and an explanation of the reasons for the award. The parties agree that a competent court shall enter judgment upon the award of the arbitrator, provided it is in conformity with the terms of this Agreement.
(j) |
Severability |
If any part of this arbitration procedure is in conflict with any mandatory requirement of applicable law, the statute shall govern, and that part shall be reformed and construed to the maximum extent possible in conformance with the applicable law. The remaining provisions of this arbitration procedure shall remain otherwise unaffected and enforceable.
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