EX-10.3 3 a103hagenretirementagr.htm EXHIBIT 10.3
RETIREMENT TRANSITION AGREEMENT
This Retirement Transition Agreement (“Agreement”) is entered into this 6 th day of June 2019 between Jacobs Engineering Group Inc. and its affiliated and subsidiary companies (“Jacobs”) and Terence Hagen (“Employee”). The effective date of this Agreement shall be the “Effective Date” as defined in the Revocation Period paragraph, below.
WHEREAS, Employee has been a full-time employee of Jacobs; and
WHEREAS, Employee has announced his intention to retire from Jacobs; and
WHEREAS, Employee and Jacobs desire to agree on the terms and timing of such retirement; and
WHEREAS, Employee and Jacobs wish to document that this is a mutual and amicable transition of Employee to retirement; and
WHEREAS, Employee and Jacobs desire to define the details of Employee’s retirement transition from Jacobs.
NOW, THEREFORE, in consideration of the valuable promises and the agreements contained herein, it is agreed as follows:

1. | Retirement Date. Employee shall begin a transition to retirement beginning October 1, 2019 (the “Transition Date”), transitioning on the Transition Date from full-time status to modified full-time status, and shall retire from Jacobs effective December 31, 2020 (the “Retirement Date”). The period between October 1, 2019 and the Retirement Date is referred to as the “Transition Period.” After the Retirement Date, Employee shall perform no further duties, functions or services for Jacobs.

2. | Resignation of Officer and Director Positions, and Termination of Executive Severance Pay Plan Participation and Benefits. As of the Effective Date (as defined in the Revocation Period paragraph, below) of this Agreement, Employee will cooperate with Jacobs to effect resignations of his executive officer, officer, director and/or managing positions with Jacobs and its affiliated legal entities on a time schedule as determined by Jacobs (working in consultation with Employee). Jacobs and Employee may mutually agree to Employee’s continuing role as a director of one or more Jacobs’ legal entities from and after the Effective Date, as may be permissible for such legal entity(ies). By signing this Agreement, Employee acknowledges and agrees that as of the Effective Date he shall not be entitled to any benefits under the Jacobs Engineering Group Inc. Executive Severance Pay Plan (“Executive Severance Plan”), that his participation under such Executive Severance Plan is terminated by mutual consent as of the Effective Date, that this Agreement satisfies any termination notification obligations that may otherwise exist under the Executive Severance Plan, and that this Agreement supersedes and replaces entirely any benefits that may otherwise be set out in the Executive Severance Plan.

3. | Executive Advisor. On June 3, 2019, Employee became a special advisor to Jacobs’ Chief Executive Officer (“CEO”), and as of the Transition Date Employee shall continue in this role on a modified full-time basis, with the expectation that Employee will work at least 21 hours per week during this period. Employee shall perform this advisory role until December 31, 2020, and his salary between October 1, 2019 and December 31, 2020 shall be $62,500.00 per month. The period between June 3, 2019 and December 31, 2020 is referred to as the “EA Period.” Such salary shall be paid, after applicable tax withholdings and deductions, in conformance with Jacobs’ normal payroll practices. During the EA Period, Employee shall not be eligible to receive any additional incentive compensation, such as cash bonuses or new equity awards, except as provided in Management Incentive Plan and/or Long Term Incentive Plan paragraph below to the extent any Fiscal Year 2019 incentive cash award is not paid until after the EA Period begins. Employee will accrue paid time off (“PTO”) during the EA Period and be eligible for holiday pay, which PTO accruals and holiday pay will be pro-rated based on Employee’s modified full-time employee status and the number of hours worked.

4. | Termination Payment. Provided that Employee delivers to Jacobs a timely signed supplemental release agreement (“Supplemental Release Agreement”), attached hereto as Exhibit B, covering the employment period between the Effective Date of this Agreement and the Retirement Date, Employee shall receive a lump sum termination payment of $10,000.00 (Ten Thousand Dollars and Zero Cents), less all applicable tax withholdings and deductions, within 30 days of the effective date of the Supplemental Release Agreement. Employee acknowledges and understands that he cannot sign the Supplemental Release Agreement until on or after the Retirement Date.

5. | Management Incentive Plan and/or Long Term Incentive Plan. By signing below, Employee is not waiving during the EA Period any entitlement to receive a Fiscal Year 2019 Management Incentive Plan award, or waiving any continued vesting under any Long Term Incentive Plan for Fiscal Year 2019 or prior Fiscal Years, which vesting shall continue through the Employee’s termination of employment date as per applicable plan(s). Except as set forth herein, Employee acknowledges and agrees that, to the extent Employee has been and/or currently is a participant in the Jacobs Management Incentive Plan (“MIP”) and/or the Jacobs Long Term Incentive Plan (“LTIP”), he will not be eligible to participate in, nor will he receive any additional awards (whether in cash, stock or other instrument) under, the MIP and/or the LTIP, including for Fiscal Year 2020 and/or any future year programs. Employee acknowledges that from and after Employee’s termination of employment date, all outstanding restricted stock, restricted stock units, performance stock units, and/or stock incentives shall be handled as per applicable plan documents and stock award agreements, and that unvested restricted stock units, performance stock units and/or any other unvested stock as of Employee’s termination of employment date, shall be forfeited as per applicable plan(s).

6. | Effect of Termination for Cause. Should Employee’s employment with Jacobs be terminated for Cause (as defined below) prior to the Retirement Date, then any then unpaid amounts/benefits otherwise payable or provided to Employee under this Agreement, inclusive of those specifically set out under the Executive Advisor paragraph, the Termination Payment paragraph, the Management Incentive Plan and/or Long Term Incentive Plan paragraph, and the Other Employee Benefits paragraph, shall be immediately and forever forfeited by Employee. For purposes of this Agreement, “Cause” shall mean and be limited to Jacobs’ termination of Employee’s employment with Jacobs following the occurrence of any one or more of the following:

a. | Employee is convicted of, or pleads guilty or nolo contendere to, a felony;

b. | Employee willfully and continually fails to substantially perform his duties with Jacobs (other than any such failure resulting from his incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to him by the Chief Executive Officer which specifically identifies the manner in which the Chief Executive Officer believes that Employee has not substantially performed his duties;

c. | Employee willfully engages in conduct that is materially injurious to Jacobs or its affiliates, monetarily or otherwise;

d. | Employee commits an act of gross misconduct in connection with the performance of his duties to Jacobs;

e. | Employee’s willful violation of any material Jacobs policy; or

f. | Employee materially breaches any employment, confidentiality, restrictive covenant or other similar agreement between Jacobs and Employee.

7. | Stock Incentives. By signing below, Employee is not forfeiting any continued vesting through any termination of employment date of any stock options, restricted stock, performance stock and/or stock incentives he may have received prior to the Effective Date of this Agreement, nor is Employee forfeiting the ability to exercise any stock options through any applicable exercise date provided in the applicable stock option award agreement. Employee acknowledges that from and after any termination of employment date, all outstanding stock options, restricted stock, restricted stock units, performance stock units, and stock incentives shall be handled as per applicable plan documents and stock award agreements. Except as otherwise noted in the agreements, from and after the applicable termination of employment date any unvested stock options, unvested restricted stock, unvested restricted stock units, unvested performance stock units, and/or other unvested stock incentives that Employee has will be forfeited as per plan.

8. | Other Employment. If Employee accepts other employment without the prior written permission of Jacobs’ CEO prior to the Retirement Date, such action shall be deemed a voluntary resignation by Employee effective as of the date of his other employment, and Employee shall not be eligible to receive any of the benefits described in this Agreement that are then unpaid, including those specified in the Executive Advisor, Termination Payment, and Management Incentive Plan and/or Long Term Incentive Plan paragraphs, above, and all unvested benefits and incentive awards/stock options under any Jacobs benefit plan, stock plan and/or compensation plan shall be handled, including with respect to forfeiture and/or exercise rights, as per plan in accordance with such voluntary resignation.

9. | Vested Benefits. Nothing herein shall deprive Employee of any vested benefits that Employee has in any Jacobs' 401(k) plan or other employee benefit plans. Employee cannot withdraw or transfer funds in any Jacobs’ 401(k) plans until after Employee’s termination of employment date, except as may be otherwise permitted under the terms of any applicable plan in which Employer participates.

10. | Jacobs Executive Deferred Compensation Plan and JTech Deferred Compensation Plan. Employee acknowledges that that under Section 409A of the Internal Revenue Code, as long as he does not experience a Separation from Service under Section 409A through the Retirement Date, then no distributions will be triggered before the Retirement Date from the Executive Deferral Plan (“EDP”) or the Jacobs Technology Inc. Deferred Compensation Plan (“JTech DCP”). Employee understands that a participant in the EDP and/or the JTech DCP shall be considered to have experienced a termination of employment (and thus a Separation from Service) when the facts and circumstances indicate that the participant and his employer reasonably anticipate that either (a.) no further services will be performed for the employer after a certain date, or (b.) that the level of bona fide services the participant will perform for the employer after such date will permanently decrease to no more than 20% of the average level of bona fide services performed by such participant over the immediately preceding 36-month period. Employee and Jacobs agree that it is expected that Employee will work at least 21 hours per week from the Transition Date through the Retirement Date. The foregoing notwithstanding, Employee acknowledges and understands that if the facts and circumstances indicate either (a.) or (b.), above, distributions under the EDP and the JTech DCP will occur as per plan, irrespective of whether Employee continues in his employment status with Jacobs through the Retirement Date. Employee also acknowledges that a Separation from Service under Section 409A will occur upon Employee’s Retirement Date, and distributions under the EDP and JTech DCP will then happen as per plan.

11. | 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 through the Effective Date of this Agreement as a result of his employment with Jacobs, and that in the absence of this Agreement, Employee would not be entitled to, among other things, the payment(s) and benefits specified in this Agreement.

12. | Other Employee Benefits. Employees age 55 or older with at least five (5) years of service as of the termination of employment date may be eligible for participation in the Jacobs Aetna Retiree Health Access Program, subject to plan rules and availability. Employee should consult with Jacobs Corporate Human Resources regarding this program and eligibility. Employee will continue to receive AYCO (financial services) and Cooper Clinic (executive medical physical) benefits through the Retirement Date. As well, any travel by and associated reimbursement of Employee for Jacobs’s business will continue to be on the basis of the executive level in Jacobs’s travel policy.

13. | Right to Elect Continued Coverage. Upon Employee’s termination of employment, Employee may elect to continue health insurance coverage as and when permitted under the Consolidated Omnibus Budget Reconciliation Act (COBRA). Information on COBRA and the cost to continue coverage will be mailed to Employee by Jacobs’ COBRA Administrator (UnitedHealthcare). Employee will have 60 days after receipt of this information to elect COBRA participation, retroactive to the termination of Employee’s employment status. Employee and Employee’s covered dependents should retain his/her/their health insurance cards if Employee or any covered dependent plan to continue coverage. Employee may contact United Health Care at 1.866.747.0048 or e-mail Cobra_kyoperations@uhc.com with any questions regarding COBRA benefits continuation.

Employee should contact Jacobs’ Corporate Human Resources Department regarding conversion rights or porting rights for life and accident insurance coverage following the Retirement Date.

14. | Non-Disclosure of Trade Secrets, Confidential and Proprietary Information. The change in employee’s status during the Transition Period and/or termination of Employee’s employment at any later date does not terminate Employee’s obligations under any code of conduct, employee ethics and business conduct principles, employee administration agreement, employee invention and confidentiality agreement, or other such documents employee signed and/or agreed to as a condition of and/or during the course of Employee’s employment within the Jacobs Engineering Group Inc. group family of companies. Jacobs may enforce the confidentiality and continuing obligation provisions of such documents 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. 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 include, but are not limited to, the following:

a. | All business development and client information within the exclusive control of Jacobs, including but not limited to:

i. | Current and prospective customer lists;

ii. | Current and prospective business projects;

iii. | Pricing, rates, schedules and method of bidding on individual projects;

iv. | Technical details and status reports involving current and prospective projects;

v. | Contracting strategies, philosophies and/or techniques;

vi. | Salary rates and benefit levels for Jacobs’ employees;

vii. | Employment and recruitment policies of Jacobs; and

viii. | Internal policies and procedures utilized by Jacobs in performing business projects and consulting work.

b. | Strategic business plans and marketing initiatives of Jacobs which are not general public knowledge.

c. | 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 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.

15. | 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:

a. | 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

b. | “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 may also use and disclose related trade secrets in the following manner:

c. | Employee may disclose the trade secret to his attorney, and

d. | 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.”

16. | Entire Agreement; Choice of Law. This Agreement and the Supplemental Release Agreement constitute the entire agreements between the parties pertaining to the subject matter contained therein and, except as explicitly set forth in this Agreement and the Supplemental Release Agreement, supersede 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 Jacobs’ CEO. 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 as 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. This Agreement is deemed to have been drafted jointly by the parties and any uncertainty or ambiguity shall not be construed for or against any party based upon attribution of drafting to any party.

17. | Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

18. | Release of Claims. In further consideration of the foregoing, Employee (on behalf of himself and his agents, heirs, successors, assigns, executors and/or administrators) hereby releases and discharges Jacobs and its affiliated companies, subsidiaries, and Employee Benefit Plans (as defined below) and their respective present and former officers, directors, employees, shareholders, agents, representatives, consultants, insurers, plan administrators, trustees, fiduciaries, attorneys, successors and assigns (each individually a “Releasee” and collectively “Releasees”) from any and all matters, claims, demands, causes of action, debts, liabilities, controversies, judgments and suits of every kind and nature whatsoever, foreseen or unforeseen, known or unknown, whether in law or in equity, which Employee has or may have against the Releasees. This release includes, without limitation, all claims and causes of action, known or unknown by Employee, arising out of or in any way connected with Employee’s employment relationship with Jacobs through the Effective Date of this Agreement. This includes but is not limited to claims for damages, wages or other relief arising under federal, state, or local laws prohibiting employment discrimination and other unfair or unlawful treatment, including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Americans with Disabilities Act Amendments Act of 2008 (“ADAAA”), the Employee Retirement Income Security Act of 1974 (“ERISA”), the Lily Ledbetter Fair Pay Act of 2009, the Family Medical Leave Act of 2008 (“FMLA”), the Genetic Information Nondiscrimination Act of 2008 (“GINA”), the Equal Pay Act of 1963, as amended, 29 U.S.C. § 206(d)(1)-(4), the Rehabilitation Act of 1974, 29 U.S.C. § 701, et seq., the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended, § 46 U.S.C. § 300gg, et seq., the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), 29 U.S.C. § 1161, et seq., Executive Order 11246, the Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”), the Texas Commission on Human Rights Act, including Tex. Lab. Code § 21.051 and § 21.055, the Texas payday law, the Texas disability discrimination law, the Texas whistleblower act, the Tennessee Anti-Discrimination Act (a.k.a. Tennessee Human Rights Act) – Tenn. Code Ann. §4-21-101 et seq., the Tennessee Public Protection Act (a.k.a. Tennessee Whistleblower Protection and Smokers’ Rights Act) – Tenn. Code Ann. §50-1-304, the Tennessee Statutory Provisions Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim – Tenn. Code Ann. §50-1-801, the Tennessee Equal Pay Act – Tenn. Code Ann. §50-2-201 et seq., the Tennessee Disability Act – Tenn. Code Ann. §8-50-103, the Tennessee Occupational Safety and Health Act - Tenn. Code Ann. §50-3-101 et seq., and the Tennessee Lawful Employment Act - Tenn. Code Ann. §50-1-701 et seq.

This release also includes, without limitation, any claims based on any federal, state, or local statute, law or ordinance of any jurisdiction relating to employment, employment discrimination, termination of employment, wages or benefits, contract (including, by way of example only, any of the Company’s policies, practices and/or plans), and any and all common law claims, including wrongful and/or retaliatory termination and/or discharge of employment claims, contract or promissory estoppel claims, intentional infliction of emotional distress claims, assault and battery claims, tort claims, including negligence claims, personal injury claims, third-party claims, slander, libel, and/or defamation claims, qui tam claims and whistleblower claims, and/or any other claims based on any state statute or law, contract, covenant of good faith and fair dealing, public policy or other theories, as well as any claim for attorney’s fees and/or costs or other expenses or fees. For purposes of this Agreement, “Employee Benefit Plan” means any employee benefit plan, as defined in ERISA Section 3(3), sponsored, or contributed to, by Jacobs or any Releasee. Employee expressly understands that among the various rights and claims being waived by him in this Agreement are those arising under the Age Discrimination in Employment Act, (29 U.S.C. § 621, et seq.), as amended. Employee further warrants that he has not filed any claims against any of the Releasees.
Nothing in this Agreement prohibits Employee from filing a charge or complaint with the National Labor Relations Board (“NLRB”), the Occupational Safety and Health Administration (“OSHA”) or the Securities and Exchange Commission (“SEC”), or a charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”) or any state fair employment practices agency, or from participating in any investigation of a charge of discrimination by the EEOC or any state fair employment practices 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. Employee agrees that no lawsuit (federal or state) shall be filed at any time by Employee against any of the Releasees based upon any claim released above. In the event Employee breaches this promise by filing such a lawsuit, Employee may be responsible for paying the attorney’s fees and costs incurred by any and/or all of the Releasees in defending against the lawsuit, if the lawsuit is brought in bad faith, or is frivolous and groundless, or if recovery of fees is otherwise authorized by local, state or federal law. The foregoing does not nullify the waiver and release by Employee nor limit any of the Releasees’ rights and remedies.

19. | Defense and Indemnity Exception. Notwithstanding the releases and waivers set forth in this Agreement, and if and only as applicable, Employee shall be provided with all rights of indemnification and defense provided to any officer or other executive of Jacobs under any of Jacobs’ bylaws, articles of incorporation, resolutions and/or insurance policies, and such rights are not waived by Employee by signing this Agreement.

20. | Consideration Period and Older Workers Benefit Protection Act of 1990 (OWBPA). In compliance with the OWBPA, and by virtue of this Agreement, Employee has been advised of the legal requirements of the OWBPA, and fully acknowledges and agrees as follows:

a. | Employee understands the terms and conditions of this Agreement;

b. | Employee has been advised of Employee’s right to consult an attorney to review the Agreement, and has either had the benefit of an attorney throughout this process and has had an attorney review the Agreement or is aware of Employee’s right to do so and has knowingly waived that right;

c. | Employee does not waive any rights or claims that may arise after the date the Employee signs the Agreement;

d. | Employee is receiving consideration under this Agreement beyond anything of value to which Employee is already entitled; and

e. | In order for this Agreement to become effective, Employee must timely return this Agreement, signed and dated, within the time set forth in this Consideration Period and Older Workers Benefit Protection Act of 1990 (OWBPA) paragraph. Employee acknowledges that under the Age Discrimination in Employment Act and/or OWBPA, Employee has twenty-one (21) days within which to consider this Agreement before executing it. If, however, Employee executes this Agreement before the expiration of the 21-days consideration period, Employee acknowledges that Employee has knowingly and voluntarily waived the consideration period and further acknowledges that Employee has taken sufficient time to consider this Agreement before executing it. The Agreement must be signed, dated, returned to and received by the Company (submitted to Jacobs, Joanne Caruso, Chief Legal and Administrative Officer, Jacobs Engineering Group Inc., 1999 Bryan Street, Suite 1200, Dallas, Texas 75201 or by e-mail by .pdf (no picture images) to Joanne.Caruso@Jacobs.com) on or before 11:59 p.m. PST on the twenty-first (21 st) day of the review period.

21. | Revocation Period. This Agreement shall not become binding on Employee until seven (7) calendar days after Employee signs. During this 7-day period, Employee may revoke this Agreement. Such revocation must be in writing, submitted to Jacobs, Joanne Caruso, Chief Legal and Administrative Officer, Jacobs Engineering Group Inc., 1999 Bryan Street, Suite 1200, Dallas, Texas 75201, and received by Jacobs within said 7-day period. Upon expiration of the 7-day period, Employee acknowledges that this Agreement becomes binding on Employee, which shall be deemed the effective date (“Effective Date”).

22. | Individual Agreement. This Agreement has been individually negotiated and is not part of a group exit incentive or other termination program.

23. | Legal Review and Sophisticated Parties. Employee, by signing below, acknowledges that Jacobs has encouraged him to review the legal effect and implications of this Agreement with an attorney and carefully and thoroughly review this Agreement prior to signing. As a senior executive and a sophisticated financially savvy party, Employee acknowledges by signing this Agreement that he reviewed this Agreement and understands its terms and conditions.

24. | Non-Disparagement. Employee agrees that he will not in any way disparage Jacobs, including current or former officers, directors, agents and/or employees of Jacobs, nor will Employee make or solicit any comments, statements or the like to the media or to others, that may be considered to be derogatory or detrimental to the good name or business reputation of Jacobs. Employee’s non-disparagement obligations under this Agreement are not intended to interfere with or restrict Employee’s ability to communicate with any administrative, regulatory, governmental or law enforcement agency, or from testifying under the power of a subpoena issued from a court of competent jurisdiction.

25. | No Solicitation of Jacobs Employees. Employee agrees and warrants that he will not, through the Retirement Date and for a period of one (1) year following the Retirement Date, either directly or indirectly, for himself or on behalf of any third party, solicit, induce, recruit, or cause 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.

26. | No Solicitation of Jacobs Clients. Employee agrees and warrants that he will not, through the Retirement Date and for a period of one (1) year following the termination of his employment, either directly or indirectly, for himself or on behalf of any third party, solicit, induce, recruit, encourage or otherwise endeavor to cause or attempt to cause any client, vendor or contractor of Jacobs to modify, alter and/or terminate its relationship with Jacobs.

27. | Return of Company Property. Employee acknowledges that upon the date of his termination of employment, he shall return all Jacobs property, proprietary/confidential information, papers, manuals/notebooks, electronically stored data, software, media, documentation, diskettes, computer equipment and related devices, keys, credit cards, government contractor card and phone cards, and any Jacobs equipment or items to Jacobs. Further, Employee attests by signing below that Employee has not downloaded, transferred or removed any Jacobs trade secrets and/or confidential and proprietary information (including as set out in the Non-Disclosure of Trade Secrets, Confidential and Proprietary Information paragraph, above) to any devices or accounts, including without limitation other computers, notebooks, smart or mobile phones, thumb drives, external e-mail addresses, DVDs, CDs and/or external hard drives.

28. | Sensitive Information. Employee recognizes that in Employee’s role(s) with the Jacobs, Employee has occupied a position of trust with respect to business information of a highly sensitive and confidential nature, including but not limited to, names and duties of key personnel, business and growth/expansion plans, marketing and business development initiatives and prospects, financial results and forecasts, bidding information, cost and charging rates and their make up and structure, customer lists, and profit and operating margins (“Sensitive Information”). (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.)

Employee agrees that, in addition to abiding by the Non-Disclosure of Trade Secrets, Confidential and Proprietary Information paragraph, above, he will not either directly or indirectly:

a. | Disclose any Sensitive Information to any person, firm or corporation; or

b. | For a period of two (2) years immediately following the date of his termination of employment, 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; or

c. | Work for a competitor on any proposal, bids, statements of qualifications, or other business development tasks (collectively, “proposals”) that are open and not yet awarded as of the Effective Date of this Agreement and/or Employee’s termination of employment date that Jacobs is exploring, pursing and/or bidding upon (collectively, “open pursuits”) and about which Employee learned of Jacobs’, its clients’ and/or its business affiliates’ Sensitive Information. Employee agrees that he shall remove himself/herself from working, directly or indirectly, on any such open pursuits for a competitor since it would not be possible for Employee to assist a competitor in submitting any proposals or refining offers on the same open pursuits without using and inevitably disclosing Jacobs’, its clients’ and/or its business affiliates’ Sensitive Information. Subject to any other provisions in this Agreement, nothing in this paragraph prohibits Employee from working on any proposals for a competitor company where the proposals are initiated or requested by the soliciting party after the Employee’s termination of employment date.

29. | Voluntary Agreement. EMPLOYEE UNDERSTANDS THAT THIS AGREEMENT INVOLVES THE KNOWING AND VOLUNTARY RELEASE OF KNOWN AND UNKNOWN CLAIMS BY EMPLOYEE AGAINST JACOBS. EMPLOYEE UNDERSTANDS THAT HE HAS THE RIGHT TO, AND HAS BEEN GIVEN THE OPPORTUNITY TO, CONSULT WITH AN ATTORNEY OF HIS CHOICE. EMPLOYEE ACKNOWLEDGES THAT HE HAS BEEN (AND HEREBY IS) ADVISED BY JACOBS THAT HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT. EMPLOYEE FURTHER ACKNOWLEDGES THAT HE HAS NOT BEEN DISCOURAGED OR DISSUADED FROM CONSULTING WITH AN ATTORNEY BY JACOBS.

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30. | 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 “A” attached hereto.

Executed at __College Grove, TN___________, this __11th____ day of _June____, 2019.
(City, State)
__/s/ Terence Hagen_______________________
Terence Hagen
Executed at __Dallas, TX____________, this ___12th____ day of __June______, 2019.
(City, State)
JACOBS ENGINEERING GROUP INC.
By: _/s/ Shelie Gustafson____________________
Name: Shelie Gustafson
Title: _SVP Human Resources_______________
Exhibit “A”
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

Any arbitration hereunder shall be conducted under the JAMS Employment Arbitration Rules and Procedures (“JAMS Rules”). A copy of the JAMS Rules may be found at http://www.jamsadr.com/rules-employment-arbitration/ or by searching the internet for “JAMS Employment Arbitration Rules.” This agreement to arbitrate shall be subject to the Federal Arbitration Act, 9 U.S.C. SECTION 1 ET. SEQ. The arbitration shall proceed before a single arbitrator and the proceedings shall be confidential to the extent allowed by law.

(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.

(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.
Exhibit “B”
Supplemental Release Agreement
This Supplemental Release Agreement is between Jacobs Engineering Group Inc. and its affiliated and subsidiary companies (“Jacobs”) and Terence Hagen (“Employee”).
WHEREAS, Employee and Jacobs entered into a Retirement Transition Agreement dated June 6, 2019 (“Retirement Agreement”); and
WHEREAS, Employee and Jacobs agree and understand that, except as otherwise defined in this Supplemental Release Agreement, capitalized terms in the Retirement Agreement shall have the same meaning in this Supplemental Release Agreement; and
WHEREAS, Employee and Jacobs agreed to enter into this Supplemental Release Agreement as a condition precedent to the Retirement Agreement and the provision of payments and benefits conferred upon Employee therein; and
WHEREAS, Employee and Jacobs desire to define the terms of this Supplemental Release Agreement.
NOW, THEREFORE, in consideration of the valuable promises and the agreements contained in this Supplemental Release Agreement, and in the Retirement Agreement, it is agreed as follows:

1. | Incorporation of Certain Provision of the Retirement Agreement; No Double Payments. Employee and Jacobs acknowledge and agree that the following paragraphs of and exhibits to the Retirement Agreement are incorporated by reference as if fully set forth in this Supplemental Release Agreement: Resignation of Officer and Director Positions, and Termination of Executive Severance Pay Plan Participation and Benefits, Management Incentive Plan and/or Long Term Incentive Plan, Stock Incentives, Other Employee Benefits, Right to Elect Continued Coverage, Non-Disclosure of Trade Secrets, Confidential and Proprietary Information, Immunity Under the Defend Trade Secrets Act of 2016, Defense and Indemnity Exception, Non-Disparagement, No Solicitation of Jacobs Employees, No Solicitation of Jacobs Clients, Return of Company Property, Sensitive Information, and Arbitration and the Exhibit A, Arbitration Procedures. For the avoidance of any doubt, Employee acknowledges and agrees that this Incorporation of Certain Provision of the Retirement Agreement; No Double Payments paragraph does not create any obligation by Jacobs to make, or create any right to Employee to receive, double payment(s) and/or provision(s) of amounts and benefits already paid and/or provided to Employee under the Retirement Agreement.

2. | Termination of Employment. Employee retired from Jacobs effective December 31, 2020 (the “Retirement Date”).

3. | Payment of Amounts Owed. Employee acknowledges that Jacobs will pay all remuneration owed to him as a result of his employment with Jacobs through the Retirement Date. Any outstanding expense reports for expenses incurred by Employee in the course of his employment with Jacobs through the Retirement Date will be paid to Employee in accordance with normal approval and payment procedures. Accrued but unused paid time off (“PTO”) will be paid out in accordance with standard practice.

4. | Termination Payment. Provided that Employee timely signs this Supplemental Release Agreement, Employee shall receive a lump sum termination payment of $10,000.00 (Ten Thousand Dollars and Zero Cents), less all applicable tax withholdings and deductions, within 30 days of the Effective Date (as defined below) of this Supplemental Release Agreement. Employee acknowledges that this payment fully satisfies the Termination Payment provision of the Retirement Agreement.

5. | Acknowledgment of Full Payment. Employee acknowledges that the payments and arrangements described in the Retirement Agreement and in this Supplemental Release Agreement shall constitute full and complete satisfaction of any and all amounts properly due and owing to Employee as a result of his employment with Jacobs and/or the termination of that employment upon the Retirement Date, and that in the absence of the Retirement Agreement and this Supplemental Release Agreement, Employee would not be entitled to, among other things, the payment(s) and benefits specified in those agreements. Employee also affirms that he has reported all hours worked as of the date he signs this Supplemental Release Agreement and, except for any amounts outstanding as of the Effective Date of this Supplemental Release Agreement associated with the Payments of Amounts Owed paragraph, above, has been paid and/or has received all compensation, wages (inclusive of overtime), bonuses, commissions, incentive pay and/or benefits which are due and payable as of the date he signs this Supplemental Release Agreement, and that in signing this Supplemental Release Agreement no other services, monies, salary, wages, bonuses, benefits, incentive pay, severance pay or other compensation are due or owing to him from Jacobs, except under the Termination Payment provision above.

6. | Entire Agreement; Choice of Law. This Supplemental Release Agreement and the Retirement Agreement constitute the entire agreements between the parties pertaining to the subject matter contained therein and, except as explicitly set forth in this Supplemental Release Agreement and the Retirement Agreement, supersede all prior and contemporaneous agreements, representations, and understandings of the parties. No provision of this Supplemental Release Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by Employee and Jacobs’ CEO. The validity, interpretation, construction and performance of this Supplemental Release 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 as 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. This Supplemental Agreement is deemed to have been drafted jointly by the parties and any uncertainty or ambiguity shall not be construed for or against any party based upon attribution of drafting to any party.

7. | Severability. The invalidity or unenforceability of any provision of this Supplemental Release Agreement shall not affect the validity or enforceability of any other provision of this Supplemental Release Agreement, which shall remain in full force and effect.

8. | Release of Claims. In further consideration of the foregoing and the payments and benefits under the Retirement Agreement, Employee (on behalf of himself and his agents, heirs, successors, assigns, executors and/or administrators) hereby releases and discharges Jacobs and its affiliated companies, subsidiaries, and Employee Benefit Plans (as defined below) and their respective present and former officers, directors, employees, shareholders, agents, representatives, consultants, insurers, plan administrators, trustees, fiduciaries, attorneys, successors and assigns (each individually a “Releasee” and collectively “Releasees”) from any and all matters, claims, demands, causes of action, debts, liabilities, controversies, judgments and suits of every kind and nature whatsoever, foreseen or unforeseen, known or unknown, whether in law or in equity, which Employee has or may have against the Releasees. This release includes, without limitation, all claims and causes of action, known or unknown by Employee, arising out of or in any way connected with Employee’s employment relationship with Jacobs through the Effective Date of this Supplemental Release Agreement. This includes but is not limited to claims for damages, wages or other relief arising under federal, state, or local laws prohibiting employment discrimination and other unfair or unlawful treatment, including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Americans with Disabilities Act Amendments Act of 2008 (“ADAAA”), the Employee Retirement Income Security Act of 1974 (“ERISA”), the Lily Ledbetter Fair Pay Act of 2009, the Family Medical Leave Act of 2008 (“FMLA”), the Genetic Information Nondiscrimination Act of 2008 (“GINA”), the Equal Pay Act of 1963, as amended, 29 U.S.C. § 206(d)(1)-(4), the Rehabilitation Act of 1974, 29 U.S.C. § 701, et seq., the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended, § 46 U.S.C. § 300gg, et seq., the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), 29 U.S.C. § 1161, et seq., Executive Order 11246, the Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”), the Texas Commission on Human Rights Act, including Tex. Lab. Code § 21.051 and § 21.055, the Texas payday law, the Texas disability discrimination law, Texas whistleblower act, the Tennessee Anti-Discrimination Act (a.k.a. Tennessee Human Rights Act) – Tenn. Code Ann. §4-21-101 et seq., the Tennessee Public Protection Act (a.k.a. Tennessee Whistleblower Protection and Smokers’ Rights Act) – Tenn. Code Ann. §50-1-304, the Tennessee Statutory Provisions Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim – Tenn. Code Ann. §50-1-801, the Tennessee Equal Pay Act – Tenn. Code Ann. §50-2-201 et seq., the Tennessee Disability Act – Tenn. Code Ann. §8-50-103, the Tennessee Occupational Safety and Health Act - Tenn. Code Ann. §50-3-101 et seq., and the Tennessee Lawful Employment Act - Tenn. Code Ann. §50-1-701 et seq.

This release also includes, without limitation, any claims based on any federal, state, or local statute, law or ordinance of any jurisdiction relating to employment, employment discrimination, termination of employment, wages or benefits, contract (including, by way of example only, any of the Company’s policies, practices and/or plans), and any and all common law claims, including wrongful and/or retaliatory termination and/or discharge of employment claims, contract or promissory estoppel claims, intentional infliction of emotional distress claims, assault and battery claims, tort claims, including negligence claims, personal injury claims, third-party claims, slander, libel, and/or defamation claims, qui tam claims and whistleblower claims, and/or any other claims based on any state statute or law, contract, covenant of good faith and fair dealing, public policy or other theories, as well as any claim for attorney’s fees and/or costs or other expenses or fees. For purposes of this Supplemental Release Agreement, “Employee Benefit Plan” means any employee benefit plan, as defined in ERISA Section 3(3), sponsored, or contributed to, by Jacobs or any Releasee. Employee expressly understands that among the various rights and claims being waived by him in this Supplemental Release Agreement are those arising under the Age Discrimination in Employment Act, (29 U.S.C. § 621, et seq.), as amended. Employee further warrants that he has not filed any claims against any of the Releasees.
Nothing in this Supplemental Release Agreement prohibits Employee from filing a charge or complaint with the National Labor Relations Board (“NLRB”), the Occupational Safety and Health Administration (“OSHA”) or the Securities and Exchange Commission (“SEC”), or a charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”) or any state fair employment practices agency, or from participating in any investigation of a charge of discrimination by the EEOC or any state fair employment practices 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. Employee agrees that no lawsuit (federal or state) shall be filed at any time by Employee against any of the Releasees based upon any claim released above. In the event Employee breaches this promise by filing such a lawsuit, Employee may be responsible for paying the attorney’s fees and costs incurred by any and/or all of the Releasees in defending against the lawsuit, if the lawsuit is brought in bad faith, or is frivolous and groundless, or if recovery of fees is otherwise authorized by local, state or federal law. The foregoing does not nullify the waiver and release by Employee nor limit any of the Releasees’ rights and remedies.

9. | Consideration Period and Older Workers Benefit Protection Act of 1990 (OWBPA). In compliance with the OWBPA, and by virtue of this Supplemental Release Agreement, Employee has been advised of the legal requirements of the OWBPA, and fully acknowledges and agrees as follows:

a. | Employee understands the terms and conditions of this Supplemental Release Agreement;

b. | Employee has been advised of Employee’s right to consult an attorney to review the Supplemental Release Agreement, and has either had the benefit of an attorney throughout this process and has had an attorney review the Supplemental Release Agreement or is aware of Employee’s right to do so and has knowingly waived that right;

c. | Employee does not waive any rights or claims that may arise after the date the Employee signs the Supplemental Release Agreement;

d. | Employee is receiving consideration under this Supplemental Release Agreement beyond anything of value to which Employee is already entitled; and

e. | In order for this Supplemental Release Agreement to become effective, Employee must timely return this Supplemental Release Agreement, signed and dated, within the time set forth in this Consideration Period and Older Workers Benefit Protection Act of 1990 (OWBPA) paragraph. Employee acknowledges that under the Age Discrimination in Employment Act and/or OWBPA, Employee has twenty-one (21) days within which to consider this Supplemental Release Agreement before executing it. If, however, Employee executes this Supplemental Release Agreement before the expiration of the 21-days consideration period, Employee acknowledges that Employee has knowingly and voluntarily waived the consideration period and further acknowledges that Employee has taken sufficient time to consider this Supplemental Release Agreement before executing it. The Supplemental Release Agreement must be signed, dated, returned to and received by the Company (submitted to Jacobs, Joanne Caruso, Chief Legal and Administrative Officer, Jacobs Engineering Group Inc., 1999 Bryan Street, Suite 1200, Dallas, Texas 75201 or by e-mail by .pdf (no picture images) to Joanne.Caruso@Jacobs.com) on or before 11:59 p.m. PST on the twenty-first (21 st) day of the review period.

10. | Revocation Period. This Supplemental Release Agreement shall not become binding on Employee until seven (7) calendar days after Employee signs. During this 7-day period, Employee may revoke this Supplemental Release Agreement. Such revocation must be in writing, submitted to Jacobs, Joanne Caruso, Chief Legal and Administrative Officer, Jacobs Engineering Group Inc., 1999 Bryan Street, Suite 1200, Dallas, Texas 75201, and received by Jacobs within said 7-day period. Upon expiration of the 7-day period, Employee acknowledges that this Supplemental Release Agreement becomes binding on Employee, which shall be deemed the effective date (“Effective Date”).

11. | Individual Agreement. This Supplemental Release Agreement has been individually negotiated and is not part of a group exit incentive or other termination program.

12. | Legal Review and Sophisticated Parties. Employee, by signing below, acknowledges that Jacobs has encouraged him to review the legal effect and implications of this Supplemental Release Agreement with an attorney and carefully and thoroughly review this Supplemental Release Agreement prior to signing. As a senior executive and a sophisticated financially savvy party, Employee acknowledges by signing this Supplemental Release Agreement that he reviewed this Supplemental Release Agreement and understands its terms and conditions.

13. | Voluntary Agreement. EMPLOYEE UNDERSTANDS THAT THIS SUPPLEMENTAL RELEASE AGREEMENT INVOLVES THE KNOWING AND VOLUNTARY RELEASE OF KNOWN AND UNKNOWN CLAIMS BY EMPLOYEE AGAINST JACOBS. EMPLOYEE UNDERSTANDS THAT HE HAS THE RIGHT TO, AND HAS BEEN GIVEN THE OPPORTUNITY TO, CONSULT WITH AN ATTORNEY OF HIS CHOICE. EMPLOYEE ACKNOWLEDGES THAT HE HAS BEEN (AND HEREBY IS) ADVISED BY JACOBS THAT HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS SUPPLEMENTAL RELEASE AGREEMENT. EMPLOYEE FURTHER ACKNOWLEDGES THAT HE HAS NOT BEEN DISCOURAGED OR DISSUADED FROM CONSULTING WITH AN ATTORNEY BY JACOBS.

Executed at ____________________, this _________ day of _________, 202_.
(City, State)
______________________________________
Terence Hagen
Executed at ____________________, this _________ day of _________, 202_.
(City, State)
JACOBS ENGINEERING GROUP INC.
By: ______________________________________
Name:
Title: ____________________________________
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Retirement Transition Agreement