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Form 8-K/A JACOBS ENGINEERING GROUP For: Nov 14

November 17, 2014 4:01 PM EST


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 8-K/A
Amendment No. 1
Current Report

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 14, 2014

Jacobs Engineering Group Inc.
(Exact name of Registrant as specified in its charter)


Delaware
1-7463
95-4081636
(State of incorporation)
(SEC File No.)
(IRS Employer identification number)

155 North Lake Avenue, Pasadena, California
91101
(Address of principal executive offices)
(Zip code)

Registrant's telephone number (including area code): (626) 578-3500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K of Jacobs Engineering Group Inc. filed on November 14, 2014, in order to file exhibit 99.1, which was inadvertently omitted from the original filing.� No other changes have been made to the original filing other than in respect of the foregoing.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(c)����On November 14, 2014, Jacobs Engineering Group�Inc. (the Company), announced that it entered into a letter agreement (the Offer Letter) with Mr. Kevin C. Berryman providing for Mr. Berrymans service as the Companys Executive Vice President and Chief Financial Officer. Mr. Berryman is expected to assume the role of Chief Financial Officer effective January 5, 2015.
Before joining the Company, Mr. Berryman, age 55, served as Executive Vice President and Chief Financial Officer of International Flavors and Fragrances Inc., an S&P 500 company and leading global creator of flavors and fragrances used in a wide variety of consumer products, for five years. Prior to joining International Flavors and Fragrances, Mr. Berryman spent 25 years at Nestl� in a number of finance roles including treasury, mergers & acquisitions, strategic planning, and control. Recent roles at Nestl� included Senior Vice President and Controller of the Nestl� Group, and CFO of Nestl� Purina.
As compensation for his services as Executive Vice President and Chief Financial Officer, Mr.�Berryman will receive an annual base salary of $750,000 and will be eligible to participate in the Companys Incentive Bonus Plan with a bonus opportunity equal to 104%, with any bonus payout dependent on performance and the other terms and conditions of the Incentive Bonus Plan. Mr. Berrymans bonus for fiscal year 2015, if any, will be pro-rated based on his start date. Mr. Berryman will also receive a sign-on bonus of $2,000,000, with $1,500,000 of such bonus to be paid within 30 days of Mr. Berrymans start date and the remaining $500,000 to be paid within 30 days of the one-year anniversary of Mr. Berrymans hire date. However, if Mr. Berryman voluntarily separates from the Company without good reason (as defined in Section 409A of the Internal Revenue Code of 1986, as amended) or is discharged by the Company for cause (as defined in the Offer Letter) within one year of either sign-on bonus payment, Mr. Berryman must reimburse the Company the amount of such payment. Additionally, Mr. Berryman forfeits the right to the second payment if he voluntarily separates from the Company prior to receipt thereof. If Mr. Berryman is terminated without cause he is entitled to retain any sign-on bonus payments received as of the date of such termination and, if such termination without cause occurs within the first year of employment, Mr. Berryman will also receive severance of one-years base salary.

Mr. Berryman will also receive a grant of restricted stock valued at $5,250,000 which vests in 40%, 40% and 20% increments on the first, second and third anniversary of the award date, respectively. The specific number of restricted shares will be determined based on the closing price of a share of Company common stock on the award date. Mr. Berryman will also participate in the Companys annual equity program commensurate with the award level granted to Executive Vice Presidents, subject to the approval of the Companys Human Resource and Compensation Committee. Mr. Berrymans will receive a 2014 Executive Vice President equity award of 24,000 stock options vesting in four equal installments on the first four anniversaries of the grant date, 8,000 performance shares based on net earnings growth and 8,000 performance shares based on relative total shareholder return, with the performance shares subject to a vesting period ending in May 2017.

Mr. Berryman will also be eligible for other benefits including participation in the Companys Executive Deferral Plan, relocation assistance, five weeks of paid time off and healthcare benefits. The Company also agreed to cover any placement fees relating to Mr. Berrymans placement on an external board at a future time to be determined by the Company.






The foregoing summary of the Offer Letter is not complete and is qualified in its entirety by reference to the complete text of the Offer Letter, a copy of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.

On November 14, 2014, the Company issued a press release announcing the hiring of Mr.�Berryman as Executive Vice President and Chief Financial Officer, a copy of which is attached hereto as Exhibit�99.2.

Item 9.01 Financial Statements and Exhibits

(d)����Exhibits:
The following exhibit is furnished as part of this Report pursuant to Item 5.02.

99.1
Offer Letter by and between Jacobs Engineering Group Inc. and Kevin C. Berryman, effective November 12, 2014.

99.2
Press Release dated November 14, 2014 announcing the Company's the hiring of Mr. Berryman as Executive Vice President and Chief Financial Officer










SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


JACOBS ENGINEERING GROUP INC.


By:����_/s/John W. Prosser, Jr.�����������������������������
Name:����John W. Prosser, Jr.
Title:����Executive Vice President, Finance and Administration ���� ����

Date:����November 17, 2014





November 4, 2014

Mr. Kevin C. Berryman


Dear Kevin:

We are pleased to offer you the position of Executive Vice President and Chief Financial Officer. You will report directly to Craig Martin, President and CEO. We believe that this is an outstanding opportunity for you to become a part of the Jacobs team, and we are confident that your experience will contribute to our success.
This offer of employment is conditional upon your acceptance of the terms and conditions outlined in this letter and the attached Employee Acceptance Statement. Jacobs is an at will employer, meaning that either party may terminate the employment relationship at any time and for any reason, with or without notice.
Your effective date of hire will be on a mutually agreeable date on or around mid-December 2014 or early January 2015. The position is classified as exempt with no eligibility for overtime.

Your offer includes the following elements:

"
An annual base salary of $750,000, which corresponds to a bi-weekly salary of $28,846.16. You will be eligible for salary increase consideration annually in May. Compensation increases are based on individual contributions and external market position.
"
Participation in Jacobs Incentive Bonus Plan, Formula Level 5 with a bonus opportunity of 104%. Annual bonuses are subject to performance and other requirements as described in the terms and conditions of the plan. You will receive a pro-rated payout for fiscal year 2015 based on your start date.

"
A Sign On bonus of $2,000,000 (subject to applicable taxes & withholdings). The first payment of $1,500,000 will be paid within 30 days of start date and the second payment of the remaining amount of $500,000 will be paid within 30 days of the first anniversary of your hire date.

If you voluntarily separate from Jacobs without good reason (as defined in Section 409A of the Internal Revenue Code) or are discharged by Jacobs for cause (as defined below) within a year following each payment you are responsible for reimbursing Jacobs the amount of such payment. If you voluntarily separate prior to receipt of the second payment, your right to such second payment shall cease.

If you are terminated by the Company without cause, you shall be entitled to retain the sign-on payment(s) paid as of the date of such termination.

In addition, if you are terminated by the Company without cause within the first year of employment, you also will receive an amount equivalent to one-years base salary.

Cause in this agreement means: (i) an intentional act of fraud, embezzlement, theft or any other material violation of law that occurs during or in the course of your employment with the Company;(ii) intentional damage to the Companys assets;(iii) intentional disclosure of Companys confidential information contrary to the Companys policies;(v) intentional engagement in any competitive activity which would constitute a breach of your duty of loyalty or of your contractual obligations;(vi) intentional breach of any of the Companys policies;(vii) the willful and continued failure to substantially perform your duties for the Company (other than as a result of incapacity due to physical or mental illness); or (viii) willful conduct by you that is demonstrably and materially injurious to the Company, monetarily or otherwise.For purposes of this paragraph, and act, or a failure to act, shall not be deemed willful or intentional, as those terms are defined herein, unless it is done, or omitted to be done, by you in bad faith or without a reasonable belief that your action or omission was in the


Kevin Berryman
Page 2


best interest of the Company. Failure to meet performance standards or objectives, by itself, does not constitute Cause. Cause also includes any of the above grounds for dismissal regardless of whether company learns of it before or after terminating your employment.

$5,250,000 of Jacobs restricted stock vesting over 3 years (40%, 40%, and 20%) from the date of award. Specific details of this grant, including its terms and conditions, will be forwarded to you under separate cover after your employment date. The specific number of restricted shares will be determined based on the closing stock price on the date approved by the Human Resources & Compensation Committee of the Board of Directors.

1
Participation in the annual equity program commensurate with the award level granted to Executive Vice Presidents. All such equity awards are subject to and in accordance with the terms and conditions of the 1999 Jacobs Engineering Group Inc. Stock Incentive Plan, and subject to approval of Jacobs Human Resource and Compensation Committee of the Board of Directors.

2
A 2014 EVP Equity Award of 24,000 options (4 year pro-rata vesting), 8,000 performance shares based on Net Earning Growth, and 8,000 performanmace shares based on relative TSR. Performance share awards are subject to a three year vesting period ending May 2017.

3
Eligibility to participate in the Jacobs Executive Deferral Plan, subject to requirements as described in the terms and conditions of the plan.

4
Relocation assistance as per attached Relocation Policy provided you relocate within 1 (one) year of your start date.

5
Paid time off of 5 weeks annually. PTO will accrue at a rate of 25 days (200 hours) per calendar year (in addition to the six US company paid holidays). PTO is subject to the conditions outlined in the Jacobs Paid Time Off (PTO) policy.

6
Healthcare benefits are effective the first of the month following your date of hire. Benefits coverage and plan options are described in the enclosed Benefits brochure. Should you have additional questions regarding benefits, please let me know.

7This offer is contingent upon approval by the Compensation Committee of Jacobs Board of Directors.


Other Considerations:
"
Jacobs agrees to support placement on an external board (including placement fee). Timing of a future external board placement will be determined by mutual agreement.


To indicate your acceptance of this offer, please countersign and return this offer letter. Additionally, please review and sign the enclosed Employee Acceptance Statement, which notes our conditions of employment and your rights and responsibilities. Both signed documents should be returned to me at [email protected].

Background check and drug screening information will be sent under separate cover.














Kevin Berryman
Page 3


Kevin, we are very pleased at the prospect of you joining the Jacobs senior management team.

Sincerely,

On behalf of JACOBS,


/s/ Lori S. Sundberg

Lori S. Sundberg
Senior Vice President, Global Human Resources



I hereby accept the terms and conditions of this Letter of Offer:




___/s/ Kevin C. Berryman_____________������������November 12, 2014___________
Kevin C. Berryman������������������������Date

cc:����Craig Martin, CEO and President��������
����������������������������














Kevin Berryman
Page 2



EMPLOYEE ACCEPTANCE STATEMENT

The following information addresses Jacobs employment requirements and your rights and responsibilities. Jacobs is an employer at will; wherein, either party may conclude the employment relationship at any time.

Equal Employment Opportunity
Jacobs provides a workplace free of discrimination and harassment. Our Equal Employment Opportunity and Affirmative Action Programs promote equality in the design and administration of personnel actions, such as recruitment, compensation, benefits, transfers and promotions, training, and social and recreational programs. These activities shall be administered equitably without regard to race, color, religion, gender, age, national origin, disability, veteran status, or any other characteristic protected by law. Any employee with questions or concerns about any type of discrimination in the workplace is encouraged to bring these issues to the attention of his/her immediate supervisor, the Human Resources Department, the Compliance Officer and/or the Integrity Hotline. Employees can raise concerns and make reports without fear of reprisal. Anyone found to be engaging in any type of unlawful discrimination will be subject to disciplinary action up to and including termination of employment.

References
Employment is conditional upon completion of an Application of Employment. Employment is also conditional upon satisfactory reference checks and/or background screening, as appropriate. You authorize any and all persons, schools, companies, and other organizations to supply Jacobs with any information they have concerning you as it relates to employment eligibility and qualifications and release them from liability with respect thereto. You agree that if Jacobs finds any misrepresentation or is dissatisfied with the results of any portion of this review, any offer of employment may be withdrawn or employment terminated.

Employment Eligibility
As a requirement of the U.S. Immigration Reform and Control Act of 1986, all employees hired to work in the United States must show evidence of employment eligibility and identity. Employment is conditional upon your ability to verify your eligibility for employment with Jacobs in the United States. Enclosed is a list of acceptable documents for I-9 purposes. Please be prepared to comply with this requirement within three (3) business days of starting work by presenting either one document from List A OR one document each from List B and List C. Should you require information regarding immigration questions, please contact me to discuss our procedures.

Drug-Free Workplace
You understand that in accordance with Jacobs policy, employment is conditional upon you passing a pre-employment drug screen. Billy Mitcham in Houston Human Resources, at , will contact you and assist in arranging for your drug screen.
Confidentiality and Business Conduct
As a further condition of employment, on your first day of employment, you will be asked to read and sign a Confidentiality Agreement, read the Jacobs Corporate Policy concerning Business Conduct, and sign a Statement of Understanding and Compliance.

I hereby accept these terms and conditions of employment:



___/s/ Kevin C. Berryman_____________������������November 12, 2014___________

Kevin C. Berryman����������������������������Date
����������������������������

Exhibit 99.2


155 North Lake Avenue 91101
PO Box 7084
Pasadena, California 91109-7084
1.626.578.3500 Fax 1.626.578.7144
Press Release
FOR IMMEDIATE RELEASE
November 14, 2014

For additional information contact:

John W. Prosser, Jr.
Executive Vice President, Finance and Administration
626.578.6803

Jacobs Appoints Kevin Berryman Executive Vice President and Chief Financial Officer

PASADENA, CALIF. - Jacobs Engineering Group Inc. (NYSE: JEC) announced today that Kevin Berryman is joining the company as Executive Vice President (EVP) and Chief Financial Officer (CFO). Mr. Berryman, who brings 33 years of finance leadership in global publicly traded companies, will assume his new role effective January 5, 2015.

At Jacobs Mr. Berryman will oversee all aspects of corporate finance including accounting, investor relations, mergers and acquisitions, global supply management, and real estate functions. He will report to the President and Chief Executive Officer, Craig Martin.

For the past five years Mr. Berryman has served as EVP and CFO at International Flavors and Fragrances Inc., an S&P 500 company and leading global creator of flavors and fragrances used in a wide variety of consumer products. Prior to that, he spent 25 years at Nestl� in a number of finance roles including treasury, mergers & acquisitions, strategic planning, and control. Recent roles at Nestl� included Senior Vice President and Controller of the Nestl� Group, and CFO of Nestl� Purina, where he supported the integration of Nestl�s largest acquisition, Ralston Purina, into the Nestl� operations.

In making the announcement, Jacobs President and Chief Executive Officer Craig Martin stated, I am particularly pleased to have an executive of Kevins caliber joining our company and senior management team. Kevin has a strong international background and well-demonstrated leadership abilities in finance, business operations, sales, and strategic decision making. We look forward to benefitting from his expertise and fresh perspective on our business.

In September, Jacobs announced the planned retirement of its EVP Finance and Administration John Prosser, who has been with the company for 40 years. Mr. Prosser will continue at Jacobs until the end of January 2015 to work with Mr. Berryman on the transition of his role, and then plans to remain available as needed. Craig Martin went on to say, John has done an extraordinary job in his 30 years as our CFO.� I am confident Kevin can build and expand upon Johns legacy.�

Jacobs is one of the world's largest and most diverse providers of technical professional and construction services.


1

Exhibit 99.2

Statements made in this release that are not based on historical fact are forward-looking statements. We base these forward-looking statements on managements current estimates and expectations as well as currently available competitive, financial and economic data. Forward-looking statements, however, are inherently uncertain. There are a variety of factors that could cause business results to differ materially from our forward-looking statements.�For a description of some of the factors which may occur that could cause actual results to differ from our forward-looking statements please refer to our 2013 Form 10-K, and in particular the discussions contained under Items 1 - Business, 1A - Risk Factors, 3 - Legal Proceedings, and 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations.� We do not undertake to update any forward-looking statements made herein.




[ END ]

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