Retirement and Pension Plan, Death and Disability
Our 401(k) Retirement Plan (401(k) Plan) includes a Company matching contribution. Eligible officers who
retire receive additional time for vesting and settlement of certain equity and equity-based grants. Awards vest according to the provisions within the equity award agreements. Eligibility is determined based upon the age and/or years of service of
the particular officer. The Compensation Committee may, in its discretion, award a bonus for the year of retirement and also may, in its discretion, pro rate this bonus for service through the date of retirement. Unvested time-based RSUs fully vest
upon termination due to death or disability. In the event of death, a pro rata portion of unvested performance-based RSUs may vest and in the event of a termination due to disability, a pro rata portion of unvested performance-based RSUs may remain
outstanding and eligible for future vesting based on the actual level of achievement of the performance goals.
Severance
and Termination
Upon a termination for any reason whatsoever, NEOs generally receive the pro rata
portion of salary earned to the date of termination and pro-rata payment of the annual cash incentive compensation. Unvested RSUs are forfeited upon termination of employment unless there is a change in
control or, for certain awards, the NEO is retirement-eligible, dies or becomes disabled. On a case-by-case basis, Jabil has at the time of termination entered into
severance pay agreements with certain officers for various reasons, including but not limited to obtaining agreements from departing employees not to compete with Jabil for specified periods of time.
Mr. Michael J. Loparco, Executive Vice President and CEO Electronic Manufacturing Services retired effective
March 31, 2022 (the Effective Date). In connection with his retirement, Mr. Loparco entered into a Mutual Separation Agreement and Release dated December 5, 2021, which was subsequently amended on March 31, 2022 (the
Loparco Agreement). The Loparco Agreement provided that Mr. Loparco would receive a severance payment of $1,166,667 payable on or immediately after the Effective Date. Mr. Loparco also received $700,000 representing his target
annual cash incentive under Jabils Short Term Incentive Plan for fiscal year 2022.
Mr. Bruce
Johnson, Executive Vice President and Chief Human Resources Officer retired effective September 1, 2022, although he will remain with the Company as an advisor through December 31, 2022. In connection with his retirement, Mr. Johnson
entered into a Mutual Separation Agreement and Release dated July 27, 2022 (the Johnson Agreement). The Johnson Agreement provides that Mr. Johnson will receive a severance payment of $1,200,000, paid in quarterly installments
after December 31, 2022. Mr. Johnson will also receive his fiscal year 2022 annual cash incentive.
Both Mr. Mr. Loparco and Mr. Johnson are subject to (a) a general release of claims and a covenant
not to sue, (b) confidentiality and non-disparagement provisions, and (c) non-compete, non-solicitation, and non-interference provisions for a period of two years after the date noted in their respective agreements. Amounts payable to each of Mr. Loparco and Mr. Johnson under their respective agreements are
subject to forfeiture and/or claw back in the event of a violation or threatened violation of the confidentiality, non-disparagement, non-compete, non-solicitation, and non-interference provisions.
Change in Control Arrangements
Awards granted under the Equity Incentive Plan may vest under certain circumstances in connection with a change in
control. In addition, any shares of Jabil stock that may be deferred and that continue to be reserved under the non-qualified deferred compensation program are distributed upon a change in control.
In the event of a change in control, any award outstanding under the Equity Incentive Plan will become fully
vested on the earlier of (i) the applicable vesting date under the original vesting schedule, (ii) the first anniversary of the date of the change in control if the grantee has remained as an employee, consultant or non-employee director, or (iii) the date the grantee is terminated without cause or resigns for good reason. However, an award will not fully vest due to a change in control if the grantee is terminated for
cause or resigns without good reason prior to the first anniversary of the date of such change in control.
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Jabil Inc. Fiscal Year 2022 Proxy Statement |
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