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.
AGREEMENT AND PLAN OF MERGER dated as of November 20, 2023 by and among JACOBS SOLUTIONS INC., AMAZON HOLDCO INC., AMENTUM PARENT HOLDINGS LLC and AMENTUM JOINT VENTURE LPMerger Agreement • November 21st, 2023 • Jacobs Solutions Inc. • Heavy construction other than bldg const - contractors • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 20, 2023, is entered into by and among Jacobs Solutions Inc., a Delaware corporation (the “Company”), Amazon Holdco Inc., a Delaware corporation and wholly owned Subsidiary of the Company (“SpinCo”), Amentum Parent Holdings LLC, a Delaware limited liability company (“Merger Partner”), and Amentum Joint Venture LP, a Delaware limited partnership and the sole equityholder of Merger Partner (“Merger Partner Equityholder”). Each of the foregoing parties is sometimes referred to herein as a “Party” and collectively as the “Parties.” 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.
EMPLOYEE MATTERS AGREEMENT BY AND AMONG JACOBS SOLUTIONS INC., AMAZON HOLDCO INC., and AMENTUM PARENT HOLDINGS LLC November 20, 2023Employee Matters Agreement • November 21st, 2023 • Jacobs Solutions Inc. • Heavy construction other than bldg const - contractors
This EMPLOYEE MATTERS 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”) and Amentum Parent Holdings LLC, a Delaware limited liability company (“Merger Partner”).
