<PAGE>   1
        As filed with the Securities and Exchange Commission on October 10, 1997
                                                  Registration No. 33-
                                                                       ---------
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               JABIL CIRCUIT, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                           38-1886260
       (State of incorporation)      I.R.S. Employer Identification No.

                            10800 Roosevelt Boulevard
                          St. Petersburg, Florida 33716
                    (Address of principal executive offices)

                       1992 STOCK OPTION PLAN, AS AMENDED
                  1992 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
                            (Full title of the plans)


                              ROBERT L. PAVER, ESQ.
                          General Counsel and Secretary
                               JABIL CIRCUIT, INC.
                              10800 Roosevelt Blvd.
                          St. Petersburg, Florida 33716
                                 (813) 577-9749
(Name, address and telephone number, including area code, of agent for service)



                                    Copy to:
                              DON S. WILLIAMS, ESQ.
                       Wilson, Sonsini, Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================
                                                 Amount      Proposed maximum    Proposed maximum      Amount of
         Title of each class                      to be       offering price    aggregate offering    registration
  of securities to be registered                registered     per share (1)        price(2)              fee(3)
- -------------------------------------------------------------------------------------------------------------------
<S>                                             <C>          <C>                <C>                   <C>
Common Stock, $.001 par value
- -------------------------------------------------------------------------------------------------------------------
Newly Reserved under 1992 Stock Option Plan        800,000        $66.10         $52,880,000            $16,024.24
- -------------------------------------------------------------------------------------------------------------------
Newly Reserved under 1992 Employee Stock           400,000        $56.19         $22,476,000            $ 6,810.90
Purchase Plan
- -------------------------------------------------------------------------------------------------------------------
    TOTAL                                         1200,000                       $75,356,000            $22,835.15
===================================================================================================================
</TABLE>

(1)      Estimated in accordance with Rule 457(c) solely for the purpose of
         calculating the registration fee on the basis of exercise price of
         $66.10 per share which is the average of the high and low prices
         reported on the Nasdaq National Market on October 6, 1997.
(2)      Estimated in accordance with Rule 457(h) solely for the purpose of
         calculating the registration fee, which states that the fee shall be
         "one thirty-third of one percentum of the maximum aggregate price at
         which the securities are to be issued".
(3)      Amount of Registration Fee was calculated pursuant to Section 6(b) of
         the Securities Act of 1933, as amended.






<PAGE>   2



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

      There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):

      1.    The Registrant's Annual Report on Form 10-K for the fiscal year
            ended August 31, 1996 filed pursuant to Section 13 of the Securities
            and Exchange Act of 1934, as amended (the "Exchange Act").

      2.    The Registrant's Quarterly Report on Form 10-Q for the fiscal
            quarter ended November 30, 1996, filed pursuant to Section 13 of the
            Exchange Act.

      3.    The Registrant's Quarterly Report for the fiscal quarter ended
            February 28, 1997, filed pursuant to Section 13 of the Exchange Act.

      4.    The Registrant's Quarterly Report for the fiscal quarter ended May
            31, 1997, filed pursuant to Section 13 of the Exchange Act.

      5.    The description of the Registrant's Common Stock contained in the
            Registrant's Registration Statement on Form 8-A dated March 3, 1993,
            filed pursuant to Section 12(g) of the Exchange Act.

      There are hereby incorporated by reference into this Registration
Statement the following documents and information filed with the Commission:

      All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing such documents.

Item 4.   DESCRIPTION OF SECURITIES

      Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The Registrant's Amended and Restated Certificate of Incorporation
provides that, to the fullest extent permitted by Delaware law, its directors
shall not be liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director. This provision in the Amended and
Restated Certificate of Incorporation does not eliminate the directors'
fiduciary duty, and in appropriate circumstances equitable remedies such as
injunctive or other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The



<PAGE>   3



provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.

      In addition, the Registrant's Bylaws provide that the Registrant will
indemnify its directors and officers and may indemnify its employees and other
agents to the fullest extent permitted by Delaware law. The Registrant believes
that indemnification under its Bylaws covers at least negligence and gross
negligence by indemnified parties, and permits the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the indemnified party to repay such advances
if it is ultimately determined that the indemnified party is not entitled to
indemnification. The Registrant's Bylaws permit, and its Board of Directors has
authorized, the purchase of liability insurance for the Registrant's officers
and directors.

      The Registrant has entered into separate indemnification agreements with
its directors and officers. These agreements require the Registrant, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or officers (other than liabilities
arising from actions not taken in good faith or in a manner the indemnitee
believed to be opposed to the best interests of the Registrant), to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified (subject to certain conditions), and to obtain
liability insurance for any director with terms no less favorable than those of
insurance provided to any other director of Registrant, and for any officer with
terms no less favorable than those of insurance provided to any other officer of
Registrant. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable. The Registrant believes that its Amended and Restated
Certificate of Incorporation, Bylaw provisions and indemnification agreements
are necessary to attract and retain qualified persons as directors and officers.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

Item 8.   EXHIBITS


<TABLE>
<CAPTION>
    Exhibit
     Number                             Document
    -------         -----------------------------------------------
    <S>     <C>                                           
      4.1   1992 Stock Option Plan and forms of agreement used thereunder, as
            amended.

      4.2   1992 Employee Stock Purchase Plan and forms of agreement used
            thereunder, as amended.

      5.1   Opinion of Wilson Sonsini Goodrich & Rosati with respect to the
            securities being registered.
           
      23.1  Consent of KPMG Peat Marwick LLP, Certified Public Accountants.

      23.2  Consent of Counsel (contained in Exhibit 5.1).

      24.1  Power of Attorney (included on signature page).
</TABLE>


  ---------------------

                                       -3-



<PAGE>   4





Item 9.   UNDERTAKINGS

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                        (i)   To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                        (ii)  To reflect in the prospectus any fact or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;

                        (iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.

            Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in the post effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.

                  (2)   That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (b)   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the


                                       -4-



<PAGE>   5



question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.






















                                       -5-



<PAGE>   6



                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Jabil Circuit, Inc., a corporation organized and existing under the
laws of the State of Delaware, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Petersburg, State of
Florida, on this 30th day of September, 1997.

                                        JABIL CIRCUIT, INC.

                                        By:         /s/ Chris A. Lewis
                                             ----------------------------------
                                                 Chris A. Lewis, Chief
                                                   Financial Officer



                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas A. Sansone and Chris A. Lewis, and
each of them, as his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



<TABLE>
<CAPTION>
        Signature                          Title                                         Date
 -----------------------          -----------------------------                     --------------
<S>                           <C>                                                <C> 

  /s/ William D. Morean       Chief Executive Officer (Principal Executive       September 30, 1997
- ------------------------      Officer) and Chairman of the Board
William D. Morean             


 /s/Thomas A. Sansone         President and Director                             September 30, 1997
- ------------------------
Thomas A. Sansone
                                                                                  

- ------------------------      Executive Vice President of Operations and          ----------------
 Ronald J. Rapp               Director


  /s/Chris A. Lewis           Chief Financial Officer (Chief Financial and       September 30, 1997
- ------------------------      Accounting Officer)
Chris A. Lewis                


  /s/Steven A. Raymund        Director                                           September 30, 1997
- ------------------------
Steven A. Raymund


 /s/ Lawrence J. Murphy       Director                                           September 30, 1997
- ------------------------
Lawrence J. Murphy


  /s/ Mel S. Lavitt           Director                                           September 30, 1997
- ------------------------
Mel S. Lavitt
</TABLE>




                                      



<PAGE>   7




                                INDEX TO EXHIBITS



<TABLE>
<CAPTION>
   Exhibit
    Number                            Document
   -------             ---------------------------------------

      <S>   <C>  
      4.1   1992 Stock Option Plan and forms of agreement used thereunder, as
            amended.

      4.2   1992 Employee Stock Purchase Plan and forms of agreement used
            thereunder, as amended.

      5.1   Opinion of Wilson, Sonsini, Goodrich & Rosati with respect to the
            securities being registered.

      23.1  Consent of KPMG Peat Marwick LLP, Certified Public Accountants

      23.2  Consent of Counsel (contained in Exhibit 5.1)

      24.1  Power of Attorney (included on signature page)
</TABLE>










<PAGE>   1
                                                                     EXHIBIT 4.1

                               JABIL CIRCUIT, INC.
                             1992 STOCK OPTION PLAN
                        (as amended through October 1997)


      1.    Purposes of the Plan. The purposes of this Stock Option Plan are:

      -     to attract and retain the best available personnel for positions of
            substantial responsibility,

      -     to provide additional incentive to Employees and Consultants, and

      -     to promote the success of the Company's business.

Options granted under the Plan may be Incentive Stock Options or Nonstatutory
Stock Options, as determined by the Administrator at the time of grant. Stock
Purchase Rights may also be granted under the Plan.

      2.    Definitions. As used herein, the following definitions shall apply:

            (a)   "Administrator" means the Board or any of its Committees as
shall be administering the Plan, in accordance with Section 4 of the Plan.

            (b)   "Applicable Laws" means the legal requirements relating to the
administration of stock option plans under state corporate and securities laws
and the Code.

            (c)   "Board" means the Board of Directors of the Company.

            (d)   "Code" means the Internal Revenue Code of 1986, as amended.

            (e)   "Committee" means a Committee appointed by the Board in
accordance with Section 4 of the Plan.

            (f)   "Common Stock" means the Common Stock, $.001 par value, of the
Company.

            (g)   "Company"
 means Jabil Circuit, Inc., a Delaware corporation.

            (h)   "Consultant" means any person, including an advisor, engaged
by the Company or a Parent or Subsidiary to render services



<PAGE>   2



and who is compensated for such services, including without limitation
non-Employee Directors who are paid only a director's fee by the Company or who
are compensated by the Company for their services as non-Employee Directors. In
addition, as used herein, "consulting relationship" shall be deemed to include
service by a non-Employee Director as such.

            (i)   "Continuous Status as an Employee or Consultant" means that
the employment or consulting relationship is not interrupted or terminated by
the Company, any Parent or Subsidiary. Continuous Status as an Employee or
Consultant shall not be considered interrupted in the case of: (i) any leave of
absence approved by the Board, including sick leave, military leave, or any
other personal leave; provided, however, that for purposes of Incentive Stock
Options, any such leave may not exceed ninety (90) days, unless reemployment
upon the expiration of such leave is guaranteed by contract (including certain
Company policies) or statute; or (ii) transfers between locations of the Company
or between the Company, its Parent, its Subsidiaries or its successor; or (iii)
a change in the status of the Optionee from Employee to Consultant or from
Consultant to Employee.

            (j)   "Director" means a member of the Board.

            (k)   "Disability" means total and permanent disability as defined
in Section 22(e)(3) of the Code.

            (l)   "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. Neither
service as a Director nor payment of a director's fee by the Company shall be
sufficient to constitute "employment" by the Company.

            (m)   "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (n)   "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

                  (i)   If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the National
Market System of the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") System, the Fair Market Value of a Share of Common Stock
shall be the closing sales price for such stock (or the closing bid, if no sales
were reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in 



                                      -2-

<PAGE>   3

Common Stock) on the last market trading day prior to the day of determination,
as reported in The Wall Street Journal or such other source as the Administrator
deems reliable;

                  (ii)  If the Common Stock is quoted on the NASDAQ System (but
not on the National Market System thereof) or is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock on the last market trading day prior
to the day of determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;

                  (iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.

            (o)   "Incentive Stock Option" means an Option intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code and
the regulations promulgated thereunder.

            (p)   "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.

            (q)   "Notice of Grant" means a written notice evidencing certain
terms and conditions of an individual Option or Stock Purchase Right grant. The
Notice of Grant is part of the Option Agreement.

            (r)   "Officer" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

            (s)   "Option" means a stock option granted pursuant to the Plan.

            (t)   "Option Agreement" means a written agreement between the
Company and an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and conditions of the
Plan.

            (u)   "Option Exchange Program" means a program whereby outstanding
options are surrendered in exchange for options with a lower exercise price.

            (v)   "Optioned Stock" means the Common Stock subject to an Option
or Stock Purchase Right.




                                      -3-

<PAGE>   4


            (w)   "Optionee" means an Employee or Consultant who holds an
outstanding Option or Stock Purchase Right.

            (x)   "Parent" means a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.

            (y)   "Plan" means this 1992 Stock Option Plan.

            (z)   "Restricted Stock" means shares of Common Stock acquired
pursuant to a grant of Stock Purchase Rights under Section 11 below.

            (aa)  "Restricted Stock Purchase Agreement" means a written
agreement between the Company and the Optionee evidencing the terms and
restrictions applying to stock purchased under a Stock Purchase Right. The
Restricted Stock Purchase Agreement is subject to the terms and conditions of
the Plan and the Notice of Grant.

            (bb)  "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.

            (cc)  "Share" means a share of the Common Stock, as adjusted in
accordance with Section 13 of the Plan.

            (dd)  "Stock Purchase Right" means the right to purchase Common
Stock pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.

            (ee)  "Subsidiary" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.

      3.    Stock Subject to the Plan. Subject to the provisions of Section 13
of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is 1,705,000 Shares. The Shares may be authorized, but
unissued, or reacquired Common Stock. However, should the Company reacquire
Shares which were issued pursuant to the exercise of an Option or Stock Purchase
Right, such Shares shall not become available for future grant under the Plan.

            If an Option or Stock Purchase Right expires or becomes
unexercisable without having been exercised in full, or is sur rendered pursuant
to an Option Exchange Program, the unpurchased




                                      -4-

<PAGE>   5


Shares which were subject thereto shall become available for future grant or
sale under the Plan (unless the Plan has terminated).

      4.    Administration of the Plan.

            (a)   Procedure.

                  (i)   Multiple Administrative Bodies. If permitted by Rule
16b-3, the Plan may be administered by different bodies with respect to
Directors, Officers who are not Directors, and Employees who are neither
Directors nor Officers.

                  (ii)  Administration With Respect to Directors and Officers
Subject to Section 16(b). With respect to Option or Stock Purchase Right grants
made to Employees who are also Officers or Directors subject to Section 16(b) of
the Exchange Act, the Plan shall be administered by (A) the Board, if the Board
may administer the Plan in compliance with the rules governing a plan intended
to qualify as a discretionary plan under Rule 16b-3, or (B) a committee
designated by the Board to administer the Plan, which committee shall be
constituted to comply with the rules governing a plan intended to qualify as a
discretionary plan under Rule 16b-3. Once appointed, such Committee shall
continue to serve in its designated capacity until otherwise directed by the
Board. From time to time the Board may increase the size of the Committee and
appoint additional members, remove members (with or without cause) and
substitute new members, fill vacancies (however caused), and remove all members
of the Committee and thereafter directly administer the Plan, all to the extent
permitted by the rules governing a plan intended to qualify as a discretionary
plan under Rule 16b-3.

                  (iii) Administration With Respect to Other Persons. With
respect to Option or Stock Purchase Right grants made to Employees or
Consultants who are neither Directors nor Officers of the Company, the Plan
shall be administered by (A) the Board or (B) a committee designated by the
Board, which committee shall be constituted to satisfy Applicable Laws. Once
appointed, such Committee shall serve in its designated capacity until otherwise
directed by the Board. The Board may increase the size of the Committee and
appoint additional members, remove members (with or without cause) and
substitute new members, fill vacancies (however caused), and remove all members
of the Committee and thereafter directly administer the Plan, all to the extent
permitted by Applicable Laws.



                                      -5-

<PAGE>   6

            (b)   Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:

                  (i)    to determine the Fair Market Value of the Common Stock,
in accordance with Section 2(n) of the Plan;

                  (ii)   to select the Consultants and Employees to whom Options
and Stock Purchase Rights may be granted hereunder;

                  (iii)  to determine whether and to what extent Options and
Stock Purchase Rights or any combination thereof, are granted hereunder;

                  (iv)   to determine the number of shares of Common Stock to be
covered by each Option and Stock Purchase Right granted hereunder;

                  (v)    to approve forms of agreement for use under the Plan;

                  (vi)   to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or
times when Options or Stock Purchase Rights may be exercised (which may be based
on performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or Stock
Purchase Right or the shares of Common Stock relating thereto, based in each
case on such factors as the Administrator, in its sole discretion, shall
determine;

                  (vii)  to reduce the exercise price of any Option or Stock
Purchase Right to the then current Fair Market Value if the Fair Market Value of
the Common Stock covered by such Option or Stock Purchase Right shall have
declined since the date the Option or Stock Purchase Right was granted;

                  (viii) to construe and interpret the terms of the Plan;

                  (ix)   to prescribe, amend and rescind rules and regulations
relating to the Plan;

                  (x)    to modify or amend each Option or Stock Purchase Right
(subject to Section 15(c) of the Plan);



                                      -6-

<PAGE>   7

                  (xi)   to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an Option or Stock
Purchase Right previously granted by the Administrator;

                  (xii)  to institute an Option Exchange Program;

                  (xiii) to determine the terms and restrictions applicable to
Options and Stock Purchase Rights and any Restricted Stock; and

                  (xiv)  to make all other determinations deemed necessary or
advisable for administering the Plan.

            (c)   Effect of Administrator's Decision. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options or Stock Purchase Rights.

      5.    Eligibility. Nonstatutory Stock Options and Stock Purchase Rights
may be granted to Employees and Consultants. Incentive Stock Options may be
granted only to Employees. If otherwise eligible, an Employee or Consultant who
has been granted an Option or Stock Purchase Right may be granted additional
Options or Stock Purchase Rights.

      6.    Limitations.

            (a)   Each Option shall be designated in the Notice of Grant as
either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designations, to the extent that the aggregate Fair Market
Value:

      (i) of Shares subject to an Optionee's incentive stock options granted by
      the Company, any Parent or Subsidiary, which (ii) become exercisable for
      the first time during any calendar year (under all plans of the Company or
      any Parent or Subsidiary)

exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock
Options. For purposes of this Section 6(a), incentive stock options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the time of grant.

            (b)   Neither the Plan nor any Option or Stock Purchase Right shall
confer upon an Optionee any right with respect to continuing the Optionee's
employment or consulting relationship 



                                      -7-

<PAGE>   8

with the Company, nor shall they interfere in any way with the Optionee's right
or the Company's right to terminate such employ ment or consulting relationship
at any time, with or without cause.

      7.    Term of Plan. Subject to Section 19 of the Plan, the Plan shall
become effective upon the earlier to occur of its adoption by the Board or its
approval by the stockholders of the Company as described in Section 19 of the
Plan. It shall continue in effect for a term of ten (10) years unless terminated
earlier under Section 15 of the Plan.

      8.    Term of Option. The term of each Option shall be stated in the
Notice of Grant; provided, however, that in the case of an Incentive Stock
Option, the term shall be ten (10) years from the date of grant or such shorter
term as may be provided in the Notice of Grant. Moreover, in the case of an
Incentive Stock Option granted to an Optionee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Incentive Stock Option shall be five (5) years from
the date of grant or such shorter term as may be provided in the Notice of
Grant.

      9.    Option Exercise Price and Consideration.

            (a)   Exercise Price. The per share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:

                  (i)   In the case of an Incentive Stock Option

                        (A)   granted to an Employee who, at the time the
Incentive Stock Option is granted, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent
or Subsidiary, the per Share exercise price shall be no less than 110% of the
Fair Market Value per Share on the date of grant.

                        (B)   granted to any Employee, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the date
of grant.

                  (ii)  In the case of a Nonstatutory Stock Option, the per
Share exercise price shall be determined by the Administrator.

            (b)   Waiting Period and Exercise Dates. At the time an Option is
granted, the Administrator shall fix the period within 




                                      -8-

<PAGE>   9

which the Option may be exercised and shall determine any con ditions which must
be satisfied before the Option may be exercised. In so doing, the Administrator
may specify that an Option may not be exercised until the completion of a
service period.

            (c)   Form of Consideration. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator shall
determine the acceptable form of consideration at the time of grant. Such
consideration may consist entirely of:

                  (i)   cash;

                 (ii)   check;

                (iii)   promissory note;

                 (iv)   other Shares which (A) in the case of Shares acquired
upon exercise of an option, have been owned by the Optionee for more than six
months on the date of surrender, and (B) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised;

                  (v)   delivery of a properly executed exercise notice together
with such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price;

                  (vi)  any combination of the foregoing methods of payment; or

                  (vii) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws.

      10.   Exercise of Option.

            (a)   Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement.



                                      -9-

<PAGE>   10

            An Option may not be exercised for a fraction of a Share.

            An Option shall be deemed exercised when the Company receives: (i)
written notice of exercise (in accordance with the Option Agreement) from the
person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse. Until the stock
certificate evidencing such Shares is issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued) such
stock certificate promptly after the Option is exercised. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 13 of the
Plan.

            Exercising an Option in any manner shall decrease the number of
Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.

      (b)   Termination of Employment or Consulting Relationship. In the event
that an Optionee's Continuous Status as an Employee or Consultant terminates
(other than upon the Optionee's death or Disability), the Optionee may exercise
his or her Option, but only within such period of time as is determined by the
Administrator, and only to the extent that the Optionee was entitled to exercise
it at the date of termination (but in no event later than the expiration of the
term of such Option as set forth in the Notice of Grant). In the case of an
Incentive Stock Option, the Administrator shall determine such period of time
(in no event to exceed ninety (90) days from the date of termination) when the
Option is granted. If, at the date of termination, the Optionee is not entitled
to exercise his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified by the
Administrator, the Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.



                                      -10-

<PAGE>   11

            (c)   Disability of Optionee. In the event that an Optionee's
Continuous Status as an Employee or Consultant terminates as a result of the
Optionee's Disability, the Optionee may exercise his or her Option at any time
within twelve (12) months from the date of such termination, but only to the
extent that the Optionee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant). If, at the date of termination, the
Optionee is not entitled to exercise his or her entire Option, the Shares
covered by the unexercisable portion of the Option shall revert to the Plan. If,
after termination, the Optionee does not exercise his or her Option within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.

            (d)   Death of Optionee. In the event of the death of an Optionee,
the Option may be exercised at any time within twelve (12) months following the
date of death (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant), by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or inheri tance,
but only to the extent that the Optionee was entitled to exercise the Option at
the date of death. If, at the time of death, the Optionee was not entitled to
exercise his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall immediately revert to the Plan. If, after death, the
Optionee's estate or a person who acquired the right to exercise the Option by
bequest or inheritance does not exercise the Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

            (e)   Buyout Provisions. The Administrator may at any time offer to
buy out, for a payment in cash or Shares, an Option previously granted, based on
such terms and conditions as the Administrator shall establish and communicate
to the Optionee at the time that such offer is made. Any such cash offer made to
an Officer or Director shall comply with the provisions of Rule 16-3 relating to
cash settlement of stock appreciation rights. This provisions is intended only
to clarify the powers of the Adminis trator and shall not in any way be deemed
to create any rights on the part of Optionees to buyout offers or payments.

      11.   Stock Purchase Rights.

            (a)   Rights to Purchase. Stock Purchase Rights may be issued either
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. 



                                      -11-

<PAGE>   12

After the Administrator determines that it will offer Stock Purchase Rights
under the Plan, it shall advise the offeree in writing, by means of a Notice of
Grant, of the terms, conditions and restrictions related to the offer, including
the number of Shares that the offeree shall be entitled to purchase, the price
to be paid (which price shall not be less than 50% of the Fair Market Value of
the Shares as of the date of the offer), and the time within which the offeree
must accept such offer, which shall in no event exceed six (6) months from the
date upon which the Adminis trator made the determination to grant the Stock
Purchase Right. The offer shall be accepted by execution of a Restricted Stock
Purchase Agreement in the form determined by the Administrator.

            (b)   Repurchase Option. Unless the Administrator deter mines
otherwise, the Restricted Stock Purchase Agreement shall grant the Company a
repurchase option exercisable upon the volun tary or involuntary termination of
the purchaser's employment with the Company for any reason (including death or
Disability). The purchase price for Shares repurchased pursuant to the
Restricted Stock purchase agreement shall be the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of the purchaser
to the Company. The repurchase option shall lapse at a rate determined by the
Administrator.

            (c)   Other Provisions. The Restricted Stock Purchase Agreement
shall contain such other terms, provisions and conditions not inconsistent with
the Plan as may be determined by the Admin istrator in its sole discretion. In
addition, the provisions of Restricted Stock Purchase Agreements need not be the
same with respect to each purchaser.

            (d)   Rights as a Stockholder. Once the Stock Purchase Right is
exercised, the purchaser shall have the rights equivalent to those of a
stockholder, and shall be a stockholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 13
of the Plan.

      12.   Non-Transferability of Options and Stock Purchase Rights. An Option
or Stock Purchase Right may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.



                                      -12-

<PAGE>   13

      13.   Adjustments Upon Changes in Capitalization, Dissolution, Merger,
Asset Sale or Change of Control.

            (a)   Changes in Capitalization. Subject to any required action by
the stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option and Stock Purchase Right, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per share of Common Stock covered by each
such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend, combina
tion or reclassification of the Common Stock, or any other increase or decrease
in the number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of considera tion." Such adjustment shall be made by the Board,
whose deter mination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option or Stock
Purchase Right.

            (b)   Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, to the extent that an Option or Stock
Purchase Right has not been previously exercised, it will terminate immediately
prior to the consummation of such proposed action. The Board may, in the
exercise of its sole discretion in such instances, declare that any Option or
Stock Purchase Right shall terminate as of a date fixed by the Board and give
each Optionee the right to exercise his or her Option or Stock Purchase Right as
to all or any part of the Optioned Stock, including Shares as to which the
Option or Stock Purchase Right would not otherwise be exercisable.

            (c)   Merger or Asset Sale. Subject to the provisions of paragraph
(d) hereof, in the event of a merger of the Company with or into another
corporation, or the sale of substantially all of the assets of the Company, each
outstanding Option and Stock Purchase Right shall be assumed or an equivalent
option or right shall be substituted by the successor corporation or a Parent or



                                      -13-

<PAGE>   14

Subsidiary of the successor corporation. In the event that the successor
corporation does not agree to assume the Option or Stock Purchase Right or to
substitute an equivalent option or right, the Administrator shall, in lieu of
such assumption or substitution, provide for the Optionee to have the right to
exercise the Option or Stock Purchase Right as to all or a portion of the
Optioned Stock, including Shares as to which it would not otherwise be
exercisable. If the Administrator makes an Option or Stock Purchase Right
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Administrator shall notify the Optionee that the Option or
Stock Purchase Right shall be fully exercisable for a period of fifteen (15)
days from the date of such notice, and the Option or Stock Purchase Right will
terminate upon the expiration of such period. For the purposes of this
paragraph, the Option or Stock Purchase Right shall be considered assumed if,
following the merger or sale of assets, the option or right confers the right to
purchase, for each Share of Optioned Stock subject to the Option or Stock
Purchase Right immediately prior to the merger or sale of assets, the considera
tion (whether stock, cash, or other securities or property) received in the
merger or sale of assets by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstand ing Shares); provided, however, that if such consideration received
in the merger or sale of assets was not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation and the participant, provide for the consideration to be
received upon the exercise of the Option or Stock Purchase Right, for each Share
of Optioned Stock subject to the Option or Stock Purchase Right, to be solely
common stock of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of Common Stock in the
merger or sale of assets.

            (d)   Change in Control. In the event of a "Change in Control" of
the Company, as defined in paragraph (e) below, then the following acceleration
and valuation provisions shall apply:

                  (i)   Except as otherwise determined by the Board, in its
            discretion, prior to the occurrence of a Change in Control, any
            Options and Stock Purchase Rights outstanding on the date such
            Change in Control is determined to have occurred that are not yet
            exercisable and vested on such date shall become fully exercisable
            and vested;



                                      -14-

<PAGE>   15

                  (ii)        Except as otherwise determined by the Board, in
            its discretion, prior to the occurrence of a Change in Control, all
            outstanding Options and Stock Purchase Rights, to the extent they
            are exercisable and vested (including Options and Stock Purchase
            Rights that shall become exercisable and vested pursuant to
            subparagraph (i) above), shall be terminated in exchange for a cash
            payment equal to the Change in Control Price, (reduced by the
            exercise price applicable to such Options or Stock Purchase Rights).
            These cash proceeds shall be paid to the Optionee or, in the event
            of death of an Optionee prior to payment, to the estate of the
            Optionee or to a person who acquired the right to exercise the
            Option or Stock Purchase Right by bequest or inheritance.

                  (e)   Definition of "Change in Control". For purposes of this
Section 13, a "Change in Control" means the happening of any of the following:

                        (i)   When any "person," as such term is used in
            Sections 13(d) and 14(d) of the Exchange Act (other than the
            Company, a Subsidiary or a Company employee benefit plan, including
            any trustee of such plan acting as trustee) is or becomes the
            "beneficial owner" (as defined in Rule 13d-3 under the Exchange
            Act), directly or indirectly, of securities of the Company
            representing fifty percent (50%) or more of the combined voting
            power of the Company's then outstanding securities; or

                        (ii)  The occurrence of a transaction requiring
            stockholder approval, and involving the sale of all or substantially
            all of the assets of the Company or the merger of the Company with
            or into another corporation.

                  (f)   Change in Control Price. For purposes of this Section
13, "Change in Control Price" shall be, as determined by the Board, (i) the
highest Fair Market Value of a Share within the 60 day period immediately
preceding the date of determination of the Change in Control Price by the Board
(the "60-Day Period"), or (ii) the highest price paid or offered per Share, as
determined by the Board, in any bona fide transaction or bona fide offer related
to the Change in Control of the Company, at any time within the 60-Day Period,
or (iii) some lower price as the Board, in its discretion, determines to be a
reasonable estimate of the fair market value of a Share.

      14.   Date of Grant. The date of grant of an Option or Stock Purchase
Right shall be, for all purposes, the date on which the 



                                      -15-

<PAGE>   16

Administrator makes the determination granting such Option or Stock Purchase
Right, or such other later date as is determined by the Administrator. Notice of
the determination shall be provided to each Optionee within a reasonable time
after the date of such grant.

      15.   Amendment and Termination of the Plan.

            (a)   Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan.

            (b)   Stockholder Approval. The Company shall obtain stockholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Rule 16b-3 or with Section 422 of the Code (or any successor rule or
statute or other applicable law, rule or regulation, including the requirements
of any exchange or quotation system on which the Common Stock is listed or
quoted). Such stockholder approval, if required, shall be obtained in such a
manner and to such a degree as is required by the applicable law,
rule or regulation.

            (c)   Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.

      16.   Conditions Upon Issuance of Shares.

            (a)   Legal Compliance. Shares shall not be issued pursuant to the
exercise of an Option or Stock Purchase Right unless the exercise of such Option
or Stock Purchase Right and the issuance and delivery of such Shares shall
comply with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regula tions
promulgated thereunder, Applicable Laws, and the requirements of any stock
exchange or quotation system upon which the Shares may then be listed or quoted,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.

            (b)   Investment Representations. As a condition to the exercise of
an Option or Stock Purchase Right, the Company may require the person exercising
such Option or Stock Purchase Right to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the



                                      -16-

<PAGE>   17

opinion of counsel for the Company, such a representation is required.

      17.   Liability of Company.

            (a)   Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares here under, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

            (b)   Grants Exceeding Allotted Shares. If the Optioned Stock
covered by an Option or Stock Purchase Right exceeds, as of the date of grant,
the number of Shares which may be issued under the Plan without additional
stockholder approval, such Option or Stock Purchase Right shall be void with
respect to such excess Optioned Stock, unless stockholder approval of an
amendment sufficiently increasing the number of Shares subject to the Plan is
timely obtained in accordance with Section 15(b) of the Plan.

      18.   Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

      19.   Stockholder Approval. Continuance of the Plan shall be subject to
approval by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such stockholder approval shall be obtained
in the manner and to the degree required under applicable federal and state law.





                                      -17-

<PAGE>   18



                               JABIL CIRCUIT, INC.

                             STOCK OPTION AGREEMENT


      Unless otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Option Agreement.

I.    NOTICE OF STOCK OPTION GRANT

[Optionee's Name and Address]

      You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as
follows:

      Grant Number
                                                      ----------------------
      Date of Grant
                                                      ----------------------
      Vesting Commencement Date
                                                      ----------------------
      Exercise Price per Share                        $
                                                      ----------------------
      Total Number of Shares Granted
                                                      ----------------------
      Total Exercise Price                            $
                                                      ----------------------

      Type of Option:                                Incentive Stock Option
                                              ------
                                                     Nonstatutory Stock Option
                                              ------

      Term/Expiration Date:                         
                                                      ----------------------

      Vesting Schedule:

      This Option may be exercised, in whole or in part, in accordance with the
following schedule:

      [12% of the Shares subject to the Option shall vest six months after the
Vesting Commencement Date and 2% of the Shares subject to the Option shall vest
each month thereafter].

      Termination Period:

      This Option may be exercised for thirty (30) days after termination of
employment or consulting relationship, or such longer period as may be
applicable upon death or Disability of 




<PAGE>   19

Optionee as provided in the Plan, but in no event later than the Term/Expiration
Date as provided above.

II.   AGREEMENT

      1.    Grant of Option. The Plan Administrator of the Company hereby grants
to the Optionee named in the Notice of Grant attached as Part I of this
Agreement (the "Optionee"), an option (the "Option") to purchase a number of
Shares, as set forth in the Notice of Grant, at the exercise price per share set
forth in the Notice of Grant (the "Exercise Price"), subject to the terms and
conditions of the Plan, which is incorporated herein by reference. Subject to
Section 15(c) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Option Agreement,
the terms and conditions of the Plan shall prevail.

            If designated in the Notice of Grant as an Incentive Stock Option,
this Option is intended to qualify as an Incentive Stock Option under Section
422 of the Code.

      2.    Exercise of Option.

            (a)   Right to Exercise. This Option is exercisable during its term
in accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement. In the event of
Optionee's death, Dis ability or other termination of Optionee's employment or
consulting relationship, the exercisability of the Option is governed by the
applicable provisions of the Plan and this Option Agreement.

            (b)   Method of Exercise. This Option is exercisable by delivery of
an exercise notice, in the form attached as Exhibit A (the "Exercise Notice"),
which shall state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the "Exercised Shares"), and
such other represen tations and agreements as may be required by the Company
pursuant to the provisions of the Plan. The Exercise Notice shall be signed by
the Optionee and shall be delivered in person or by certified mail to the
Secretary of the Company. The Exercise Notice shall be accompanied by payment of
the aggregate Exercise Price as to all Exercised Shares. This Option shall be
deemed to be exercised upon receipt by the Company of such fully executed
Exercise Notice accompanied by such aggregate Exercise Price.

            No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with all





                                      -2-

<PAGE>   20

relevant provisions of law and the requirements of any stock exchange or
quotation service upon which the Shares are then listed. Assuming such
compliance, for income tax purposes the Exercised Shares shall be considered
transferred to the Optionee on the date the Option is exercised with respect to
such Exercised Shares.

      3.    Method of Payment. Payment of the aggregate Exercise Price shall be
by any of the following, or a combination thereof, at the election of the
Optionee:

            (a)   cash; or

            (b)   check; or

            (c)   delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the exercise price; or

            (d)   surrender of other Shares which (i) in the case of Shares
acquired upon exercise of an option, have been owned by the Optionee for more
than six (6) months on the date of surrender, AND (ii) have a Fair Market Value
on the date of surrender equal to the aggregate Exercise Price of the Exercised
Shares.

      4.    Non-Transferability of Option. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by the Optionee. The terms
of the Plan and this Option Agreement shall be binding upon the executors,
adminis trators, heirs, successors and assigns of the Optionee.

      5.    Term of Option. This Option may be exercised only within the term
set out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.

      6.    Tax Consequences. Some of the federal tax consequences relating to
this Option, as of the date of this Option, are set forth below. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR
DISPOSING OF THE SHARES.



                                      -3-

<PAGE>   21

            (a)   Exercising the Option.

                  (i)   Nonqualified Stock Option ("NSO"). If this Option does
not qualify as an ISO, the Optionee may incur regular federal income tax
liability upon exercise. The Optionee will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the excess,
if any, of the fair market value of the Exercised Shares on the date of exercise
over their aggregate Exercise Price. If the Optionee is an employee, the Company
will be required to withhold from his or her compensation or collect from
Optionee and pay to the applicable taxing authorities an amount equal to a
percentage of this compensation income at the time of exercise.

                  (ii)  Incentive Stock Option ("ISO"). If this Option qualifies
as an ISO, the Optionee will have no regular federal income tax liability upon
its exercise, although the excess, if any, of the fair market value of the
Exercised Shares on the date of exercise over their aggregate Exercise Price
will be treated as an adjustment to the alternative minimum tax for federal tax
purposes and may subject the Optionee to alternative minimum tax in the year of
exercise.

            (b)   Disposition of Shares.

                  (i)   NSO. If the Optionee holds NSO Shares for at least one
year, any gain realized on disposition of the Shares will be treated as
long-term capital gain for federal income tax purposes.

                  (ii)  ISO. If the Optionee holds ISO Shares for at least one
year after exercise AND two years after the grant date, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal
income tax purposes. If the Optionee disposes of ISO Shares within one year
after exercise or two years after the grant date, any gain realized on such
disposition will be treated as compensation income (taxable at ordinary income
rates) to the extent of the excess, if any, of the LESSER OF (A) the difference
between the FAIR MARKET VALUE OF THE SHARES ACQUIRED ON THE DATE OF EXERCISE and
the aggregate Exercise Price, or (B) the difference between the SALE PRICE of
such Shares and the aggregate Exercise Price.

            (c)   Notice of Disqualifying Disposition of ISO Shares. If the
Optionee sells or otherwise disposes of any of the Shares acquired pursuant to
an ISO on or before the later of (i) two years after the grant date, or (ii) one
year after the exercise date, the 



                                      -4-

<PAGE>   22

Optionee shall immediately notify the Company in writing of such disposition.
The Optionee agrees that he or she may be subject to income tax withholding by
the Company on the compensation income recognized from such early disposition of
ISO Shares by payment in cash or out of the current earnings paid to the
Optionee.

      By your signature and the signature of the Company's represen tative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement.

                                             
OPTIONEE:                                    JABIL CIRCUIT, INC.



- -------------------------------              By:
Signature                                       ----------------------------

- -------------------------------              Title:
Print Name                                         -------------------------




                                CONSENT OF SPOUSE

      The undersigned spouse of Optionee has read and hereby approves the terms
and conditions of the Plan and this Option Agreement. In consideration of the
Company's granting his or her spouse the right to purchase Shares as set forth
in the Plan and this Option Agreement, the undersigned hereby agrees to be
irrevocably bound by the terms and conditions of the Plan and this Option
Agreement and further agrees that any community property interest shall be
similarly bound. The undersigned hereby appoints the undersigned's spouse as
attorney-in-fact for the undersigned with respect to any amendment or exercise
of rights under the Plan or this Option Agreement.




                                             ---------------------------------
                                             Spouse of Optionee





                                      -5-

<PAGE>   23

                                    EXHIBIT A

                             1992 STOCK OPTION PLAN

                                 EXERCISE NOTICE



Jabil Circuit, Inc.
10800 Roosevelt Blvd.
St. Petersburg, Florida 33716



Attention:  
           -------------------

      1.    Exercise of Option. Effective as of today, ___________, 199__, the
undersigned ("Purchaser") hereby elects to purchase _________ shares (the
"Shares") of the Common Stock of Jabil Circuit, Inc. (the "Company") under and
pursuant to the 1992 Stock Option Plan (the "Plan") and the Stock Option
Agreement dated (the "Option Agreement"). The purchase price for the Shares
shall be $ , as required by the Option Agreement.

      2.    Delivery of Payment. Purchaser herewith delivers to the Company the
full purchase price for the Shares.

      3.    Representations of Purchaser. Purchaser acknowledges that Purchaser
has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions.

      4.    Rights as Stockholder. Subject to the terms and conditions of this
Agreement, Purchaser shall have all of the rights of a stockholder of the
Company with respect to the Shares from and after the date that Purchaser
delivers full payment of the Exercise Price until such time as Purchaser
disposes of the Shares.

      5.    Tax Consultation. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.

      6.    Entire Agreement; Governing Law. The Plan and Option Agreement are
incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties and supersede in their
entirety all prior under-

<PAGE>   24

takings and agreements of the Company and Purchaser with respect to the subject
matter hereof, and such agreement is governed by Delaware law except for that
body of law pertaining to conflict of laws.


Submitted by:                                 Accepted by:

PURCHASER:                                    JABIL CIRCUIT, INC.


- ---------------------------                   By: 
Signature                                         --------------------------
         
- ---------------------------                   Its:
Print Name                                         -------------------------


Address:                                      Address:

- ---------------------------                   10800 Roosevelt Blvd.
                                              St. Petersburg, Florida 33716

- ---------------------------



                                       -2-



<PAGE>   25



                             1992 Stock Option Plan

                     NOTICE OF GRANT OF STOCK PURCHASE RIGHT


      Unless otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Notice of Grant.

[Grantee's Name and Address]

      You have been granted the right to purchase Common Stock of the Company,
subject to the Company's repurchase option and your ongoing Continuous Status as
an Employee or Consultant (as described in the Plan and the attached Restricted
Stock Purchase Agreement), as follows:

         Grant Number
                                                      -----------------------
         Date of Grant
                                                      -----------------------
         Price Per Share                              $
                                                      -----------------------
         Total Number of Shares Subject
           to This Stock Purchase Right
                                                      -----------------------
         Expiration Date:                  
                                                      -----------------------


      YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE EXPIRATION DATE OR
IT WILL TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES. By
your signature and the signature of the Company's representative below, you and
the Company agree that this Stock Purchase Right is granted under and governed
by the terms and conditions of the 1992 Stock Option Plan and the Restricted
Stock Purchase Agreement, all of which are attached and made a part of this
document. You further agree to execute the attached Restricted Stock Purchase
Agreement as a condition to purchasing any shares under this Stock Purchase
Right.

GRANTEE:                                     JABIL CIRCUIT, INC.


- ----------------------------                 By:
Signature                                        -----------------------

- ----------------------------                 Title:
Print Name                                         ---------------------




<PAGE>   26



                                   EXHIBIT A-1

                               Jabil Circuit, Inc.

                       RESTRICTED STOCK PURCHASE AGREEMENT


      Unless otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Restricted Stock Purchase Agreement.

      WHEREAS the Purchaser named in the Notice of Grant, (the "Purchaser") is
an employee or consultant of the Company, and the Purchaser's continued
participation is considered by the Company to be important for the Company's
continued growth; and

      WHEREAS in order to give the Purchaser an opportunity to acquire an equity
interest in the Company as an incentive for the Purchaser to participate in the
affairs of the Company, the Admin istrator has granted to the Purchaser stock
purchase rights subject to the terms and conditions of the Plan and the Notice
of Grant, which are incorporated herein by reference, and pursuant to this
restricted stock purchase agreement (the "Agreement").

      THEREFORE, the parties agree as follows:

      1.    Sale of Stock. The Company hereby agrees to sell to the Purchaser
and the Purchaser hereby agrees to purchase shares of the Company's Common Stock
(the "Shares"), at the per share purchase price and as otherwise described in
the Notice of Grant.

      2.    Payment of Purchase Price. The purchase price for the Shares may be
paid by delivery to the Company at the time of execution of this Agreement of
cash, a check, or some combination thereof.

      3.    Repurchase Option.

            (a)   In the event the Purchaser's Continuous Status as an Employee
or Consultant terminates for any or no reason (including death or disability)
before all of the Shares are released from the Company's repurchase option (see
Section 4), the Company shall, upon the date of such termination (as reasonably
fixed and deter mined by the Company) have an irrevocable, exclusive option for
a period of sixty (60) days from such date to repurchase up to that number of
shares which constitute the Unreleased Shares (as defined in Section 4) at the
original purchase price per share (the "Repurchase Price"). Said option shall be
exercised by the Company by delivering written notice to the Purchaser or the
Purchaser's executor (with a copy to the Escrow Holder) AND, at the Company's





<PAGE>   27


option, (i) by delivering to the Purchaser or the Purchaser's executor a check
in the amount of the aggregate Repurchase Price, or (ii) by the Company
cancelling an amount of the Purchaser's indebtedness to the Company equal to the
aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that
the combined payment and cancellation of indebtedness equals such aggregate
Repurchase Price. Upon delivery of such notice and the payment of the aggregate
Repurchase Price in any of the ways described above, the Company shall become
the legal and beneficial owner of the Shares being repurchased and all rights
and interests therein or relating thereto, and the Company shall have the right
to retain and transfer to its own name the number of Shares being repurchased by
the Company.

            (b)   Whenever the Company shall have the right to repur chase
Shares hereunder, the Company may designate and assign one or more employees,
officers, directors or stockholders of the Company or other persons or
organizations to exercise all or a part of the Company's purchase rights under
this Agreement and purchase all or a part of such Shares; provided that if the
Fair Market Value of the Shares to be repurchased on the date of such
designation or assignment (the "Repurchase FMV") exceeds the aggregate
Repurchase Price of such Shares, then each such designee or assignee shall pay
the Company cash equal to the difference between the Repurchase FMV and the
aggregate Repurchase Price of such Shares.

      4.    Release of Shares From Repurchase Option.

            (a)   ______________________ (_______) of the Shares shall be
released from the Company's repurchase option ________________________________
______________________________________________________________________________,
provided in each case that the Purchaser's Continuous Status as an Employee or
Consultant has not terminated prior to the date of any such release.

            (b)   Any of the Shares which have not yet been released from the
Company's repurchase option are referred to herein as "Unreleased Shares."

            (c)   The Shares which have been released from the Com pany's
repurchase option shall be delivered to the Purchaser at the Purchaser's request
(see Section 6).

      5.    Restriction on Transfer. Except for the escrow described in Section
6 or transfer of the Shares to the Company or its assignees contemplated by this
Agreement, none of the Shares or any beneficial interest therein shall be
transferred, encumbered or 



                                      -2-

<PAGE>   28

otherwise disposed of in any way until the release of such Shares from the
Company's repurchase option in accordance with the provi sions of this
Agreement, other than by will or the laws of descent and distribution.

      6.    Escrow of Shares.

            (a)   To ensure the availability for delivery of the Purchaser's
Unreleased Shares upon repurchase by the Company pursuant to the Company's
repurchase option under Section 3 above, the Purchaser shall, upon execution of
this Agreement, deliver and deposit with an escrow holder designated by the
Company (the "Escrow Holder") the share certificates representing the Unreleased
Shares, together with the stock assignment duly endorsed in blank, attached
hereto as Exhibit A-2. The Unreleased Shares and stock assignment shall be held
by the Escrow Holder, pursuant to the Joint Escrow Instructions of the Company
and Purchaser attached as Exhibit A-3 hereto, until such time as the Company's
repurchase option expires. As a further condition to the Company's obliga tions
under this Agreement, the spouse of Purchaser, if any, shall execute and deliver
to the Company the Consent of Spouse attached hereto as Exhibit A-4.

            (b)   The Escrow Holder shall not be liable for any act it may do or
omit to do with respect to holding the Unreleased Shares in escrow and while
acting in good faith and in the exercise of its judgment.

            (c)   If the Company or any assignee exercises its repur chase
option hereunder, the Escrow Holder, upon receipt of written notice of such
option exercise from the proposed transferee, shall take all steps necessary to
accomplish such transfer.

            (d)   When the repurchase option has been exercised or expires
unexercised or a portion of the Shares has been released from such repurchase
option, upon Purchaser's request the Escrow Holder shall promptly cause a new
certificate to be issued for such released Shares and shall deliver such
certificate to the Company or the Purchaser, as the case may be.

            (e)   Subject to the terms hereof, the Purchaser shall have all the
rights of a stockholder with respect to such Shares while they are held in
escrow, including without limitation, the right to vote the Shares and receive
any cash dividends declared thereon. If, from time to time during the term of
the Company's repurchase option, there is (i) any stock dividend, stock split or
other change in the Shares, or (ii) any merger or sale of all or 



                                      -3-

<PAGE>   29

substantially all of the assets or other acquisition of the Company, any and all
new, substituted or additional securities to which the Purchaser is entitled by
reason of the Purchaser's ownership of the Shares shall be immediately subject
to this escrow, deposited with the Escrow Holder and included thereafter as
"Shares" for purposes of this Agreement and the Company's repurchase option.

      7.    Legends. The share certificate evidencing the Shares issued
hereunder shall be endorsed with the following legend (in addition to any legend
required under applicable state securities laws):

      THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT
BETWEEN THE COMPANY AND THE Stockholder, A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY.

      8.    Adjustment for Stock Split. All references to the number of Shares
and the purchase price of the Shares in this Agreement shall be appropriately
adjusted to reflect any stock split, stock dividend or other change in the
Shares which may be made by the Company after the date of this Agreement.

      9.    Tax Consequences. The Purchaser has reviewed with the Purchaser's
own tax advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contem plated by this Agreement. The Purchaser
is relying solely on such advisors and not on any statements or representations
of the Company or any of its agents. The Purchaser understands that the
Purchaser (and not the Company) shall be responsible for the Purchaser's own tax
liability that may arise as a result of this investment or the transactions
contemplated by this Agreement. The Purchaser understands that Section 83 of the
Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income
the difference between the purchase price for the Shares and the Fair Market
Value of the Shares as of the date any restrictions on the Shares lapse. In this
context, "restriction" includes the right of the Company to buy back the Shares
pursuant to its repurchase option. The Purchaser understands that the Purchaser
may elect to be taxed at the time the Shares are purchased rather than when and
as the Company's repurchase option expires by filing an election under Section
83(b) of the Code with the I.R.S. within 30 days from the date of purchase. The
form for making this election is attached as Exhibit A-5 hereto.



                                      -4-

<PAGE>   30

            THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE
RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION
83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE
THIS FILING ON THE PURCHASER'S BEHALF.

      10.   General Provisions.

            (a)   This Agreement shall be governed by the laws of the State of
Delaware. This Agreement, subject to the terms and condi tions of the Plan and
the Notice of Grant, represents the entire agreement between the parties with
respect to the purchase of Common Stock by the Purchaser. Subject to Section
15(c) of the Plan, in the event of a conflict between the terms and conditions
of the Plan and the terms and conditions of this Agreement, the terms and
conditions of the Plan shall prevail. Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Agreement.

            (b)   Any notice, demand or request required or permitted to be
given by either the Company or the Purchaser pursuant to the terms of this
Agreement shall be in writing and shall be deemed given when delivered
personally or deposited in the U.S. mail, First Class with postage prepaid, and
addressed to the parties at the addresses of the parties set forth at the end of
this Agreement or such other address as a party may request by notifying the
other in writing.

            Any notice to the Escrow Holder shall be sent to the Company's
address with a copy to the other party not sending the notice.

            (c)   The rights and benefits of the Company under this Agreement
shall be transferable to any one or more persons or entities, and all covenants
and agreements hereunder shall inure to the benefit of, and be enforceable by
the Company's successors and assigns. The rights and obligations of the
Purchaser under this Agreement may only be assigned with the prior written
consent of the Company.

            (d)   Either party's failure to enforce any provision or provisions
of this Agreement shall not in any way be construed as a waiver of any such
provision or provisions, nor prevent that party from thereafter enforcing each
and every other provision of this Agreement. The rights granted both parties
herein are cumulative and shall not constitute a waiver of either party's right
to assert all other legal remedies available to it under the circumstances.



                                      -5-

<PAGE>   31

            (e)   The Purchaser agrees upon request to execute any further
documents or instruments necessary or desirable to carry out the purposes or
intent of this Agreement.

            (f)   PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES
PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE
OR CONSULTANT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR
PURCHASING SHARES HERE UNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE
SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS AN EMPLOYEE OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD,
OR AT ALL, AND SHALL NOT INTERFERE WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT
TO TERMI NATE PURCHASER'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME,
WITH OR WITHOUT CAUSE.

      By Purchaser's signature below, Purchaser represents that he or she is
familiar with the terms and provisions of the Plan, and hereby accepts this
Agreement subject to all of the terms and provisions thereof. Purchaser has
reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions of this Agreement. Purchaser agrees to accept as
binding, conclusive and final all decisions or inter pretations of the
Administrator upon any questions arising under the Plan or this Agreement.
Purchaser further agrees to notify the Company upon any change in the residence
indicated in the Notice of Grant.


PURCHASER:                             JABIL CIRCUIT, INC.


- ------------------------------         By:
Signature                                 -------------------------------

- ------------------------------         Title:
Print Name                                   ----------------------------





                                      -6-

<PAGE>   32


                                   EXHIBIT A-2

                      ASSIGNMENT SEPARATE FROM CERTIFICATE



      FOR VALUE RECEIVED I, __________________________, hereby sell, assign and
transfer unto  _______________ (__________) shares of the Common Stock of Jabil
Circuit, Inc. standing in my name of the books of said corporation represented
by Certificate No. _____ herewith and do hereby irrevocably constitute and
appoint _____________ to transfer the said stock on the books of the within
named corporation with full power of substitution in the premises.

      This Stock Assignment may be used only in accordance with the Restricted
Stock Purchase Agreement between________________________ and the undersigned
dated ______________, 19__.


Dated: _______________, 19


                                       Signature:
                                                 ------------------------------


















INSTRUCTIONS: Please do not fill in any blanks other than the signature line.
The purpose of this assignment is to enable the Company to exercise its
"repurchase option," as set forth in the Agreement, without requiring additional
signatures on the part of the Purchaser.



                                      -7-

<PAGE>   33



                                   EXHIBIT A-3

                            JOINT ESCROW INSTRUCTIONS


                                                      __________________, 19__
                                              

Corporate Secretary
Jabil Circuit, Inc.
10800 Roosevelt Blvd.
St. Petersburg, Florida 33716

Dear __________________:
    

      As Escrow Agent for both Jabil Circuit, Inc., a Delaware corporation (the
"Company"), and the undersigned purchaser of stock of the Company (the
"Purchaser"), you are hereby authorized and directed to hold the documents
delivered to you pursuant to the terms of that certain Restricted Stock Purchase
Agreement ("Agreement") between the Company and the undersigned, in accordance
with the following instructions:

      1.    In the event the Company and/or any assignee of the Company
(referred to collectively for convenience herein as the "Company") exercises the
Company's repurchase option set forth in the Agreement, the Company shall give
to Purchaser and you a written notice specifying the number of shares of stock
to be purchased, the purchase price, and the time for a closing hereunder at the
principal office of the Company. Purchaser and the Company hereby irrevocably
authorize and direct you to close the transac tion contemplated by such notice
in accordance with the terms of said notice.

      2.    At the closing, you are directed (a) to date the stock assignments
necessary for the transfer in question, (b) to fill in the number of shares
being transferred, and (c) to deliver same, together with the certificate
evidencing the shares of stock to be transferred, to the Company or its
assignee, against the simul taneous delivery to you of the purchase price (by
cash, a check, or some combination thereof) for the number of shares of stock
being purchased pursuant to the exercise of the Company's repurchase option.

      3.    Purchaser irrevocably authorizes the Company to deposit with you any
certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as defined in the Agreement.
Purchaser does hereby irrevocably constitute and appoint you as Purchaser's
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such




<PAGE>   34

securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state blue sky
authority of any required applications for consent to, or notice of transfer of,
the securities. Subject to the provisions of this paragraph 3, Purchaser shall
exercise all rights and privileges of a stockholder of the Company while the
stock is held by you.

      4.    Upon written request of the Purchaser, but no more than once per
calendar year, unless the Company's repurchase option has been exercised, you
will deliver to Purchaser a certificate or certificates representing so many
shares of stock as are not then subject to the Company's repurchase option.
Within 90 days after cessation of Purchaser's continuous employment by or
services to the Company, or any parent or subsidiary of the Company, you will
deliver to Purchaser a certificate or certificates representing the aggregate
number of shares held or issued pursuant to the Agreement and not purchased by
the Company or its assignees pursuant to exercise of the Company's repurchase
option.

      5.    If at the time of termination of this escrow you should have in your
possession any documents, securities, or other prop erty belonging to Purchaser,
you shall deliver all of the same to Purchaser and shall be discharged of all
further obligations hereunder.

      6.    Your duties hereunder may be altered, amended, modified or revoked
only by a writing signed by all of the parties hereto.

      7.    You shall be obligated only for the performance of such duties as
are specifically set forth herein and may rely and shall be protected in relying
or refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
shall not be person ally liable for any act you may do or omit to do hereunder
as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith,
and any act done or omitted by you pursuant to the advice of your own attorneys
shall be conclusive evidence of such good faith.

      8.    You are hereby expressly authorized to disregard any and all
warnings given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law and are hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case you obey or comply with any such order, judgment or decree, you
shall not be liable to any of the parties hereto or to any other person, firm or


                                      -2-

<PAGE>   35

corporation by reason of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified, annulled, set aside,
vacated or found to have been entered without jurisdiction.

      9.    You shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or deliv ering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.

      10.   You shall not be liable for the outlawing of any rights under the
Statute of Limitations with respect to these Joint Escrow Instructions or any
documents deposited with you.

      11.   You shall be entitled to employ such legal counsel and other experts
as you may deem necessary properly to advise you in connection with your
obligations hereunder, may rely upon the advice of such counsel, and may pay
such counsel reasonable compensation therefor.

      12.   Your responsibilities as Escrow Agent hereunder shall terminate if
you shall cease to be an officer or agent of the Company or if you shall resign
by written notice to each party. In the event of any such termination, the
Company shall appoint a successor Escrow Agent.

      13.   If you reasonably require other or further instruments in connection
with these Joint Escrow Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such instruments.

      14.   It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of posses sion of the
securities held by you hereunder, you are authorized and directed to retain in
your possession without liability to anyone all or any part of said securities
until such disputes shall have been settled either by mutual written agreement
of the parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.

      15.   Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon personal delivery or upon deposit in
the United States Post Office, by registered or certified mail with postage and
fees prepaid, addressed to each of the other parties thereunto entitled at the



                                      -3-
   

<PAGE>   36

following addresses or at such other addresses as a party may designate by ten
days' advance written notice to each of the other parties hereto.


                  COMPANY:                  Jabil Circuit, Inc.
                                            10800 Roosevelt Blvd.
                                            St. Petersburg, Florida 33716

                  PURCHASER:
                                            ----------------------------------

                                            ----------------------------------

                                            ----------------------------------

                  ESCROW AGENT:             Corporate Secretary
                                            Jabil Circuit, Inc.
                                            10800 Roosevelt Blvd.
                                            St. Petersburg, Florida 33716

      16.   By signing these Joint Escrow Instructions, you become a party
hereto only for the purpose of said Joint Escrow Instructions; you do not become
a party to the Agreement.

      17.   This instrument shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and permitted assigns.

      18.   These Joint Escrow Instructions shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware.

                                          Very truly yours,

                                          JABIL CIRCUIT, INC.


                                    By:    
                                          -----------------------------------
                                    Title:  
                                          -----------------------------------


                                          PURCHASER:


                                          ----------------------------------
                                                    (Signature)


                                          ----------------------------------
                                               (Typed or Printed Name)
ESCROW AGENT:



- ------------------------------
Corporate Secretary





                                      -4-


 

<PAGE>   37

                                   EXHIBIT A-4

                                CONSENT OF SPOUSE


      I, ____________________, spouse of ___________________, have read and
approve the foregoing Agreement. In consideration of granting of the right to my
spouse to purchase shares of Jabil Circuit, Inc., as set forth in the Agreement,
I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of
any rights under the Agreement and agree to be bound by the provisions of the
Agreement insofar as I may have any rights in said Agreement or any shares
issued pursuant thereto under the community property laws or similar laws
relating to marital property in effect in the state of our residence as of the
date of the signing of the foregoing Agreement.

Dated: ________________, 19 ____



                                                ------------------------------







<PAGE>   38


                                   EXHIBIT A-5

                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to the above-referenced Federal
Tax Code, to include in taxpayer's gross income for the current taxable year,
the amount of any compensation taxable to taxpayer in connection with his
receipt of the property described below:

1.    The name, address, taxpayer identification number and taxable year of the
      undersigned are as follows:

      NAME           :     TAXPAYER:                 SPOUSE:

      ADDRESS:       :

      IDENTIFICATION NO.:  TAXPAYER:                 SPOUSE:

      TAXABLE YEAR:

2.    The property with respect to which the election is made is described as
      follows:____________ shares (the "Shares") of the Common Stock of Jabil
      Circuit, Inc. (the "Company").

3.    The date on which the property was transferred is: ______________, 19__.

4.    The property is subject to the following restrictions:

      The Shares may be repurchased by the Company, or its assignee, on certain
      events. This right lapses with regard to a portion of the Shares based on
      the continued performance of services by the taxpayer over time.

5.    The fair market value at the time of transfer, determined without regard
      to any restriction other than a restriction which by its terms will never
      lapse, of such property is:

      $
       _______________.

6.    The amount (if any) paid for such property is:

      $
       _______________.

The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property. The
undersigned understands that the foregoing election may not be revoked except
with the consent of the Commissioner.

Dated:                      , 19                     
         ___________________    ___        
                                            -----------------------------------
                                           
                                                                     , Taxpayer
                                            -------------------------
                                            
The undersigned spouse of taxpayer joins in this election.

Dated:                      , 19             __________________________________
        ____________________    ___          Spouse of Taxpayer





<PAGE>   1
                                                                     EXHIBIT 4.2

                               JABIL CIRCUIT, INC.

                        1992 EMPLOYEE STOCK PURCHASE PLAN
                        (AS AMENDED THROUGH OCTOBER 1997)


      The following constitute the provisions of the 1992 Stock Purchase Plan of
Jabil Circuit, Inc. (the "Company").

      1.    Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an "Employee Stock Purchase Plan"
under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

      2.    Definitions.

            (a)   "Board" shall mean the Board of Directors of the Company.

            (b)   "Code" shall mean the Internal Revenue Code of 1986, as
amended.

            (c)   "Common Stock" shall mean the Common Stock, .001 par value, of
the Company.

            (d)   "Company" shall mean Jabil Circuit, Inc., a Delaware
corporation.

            (e)   "Compensation" shall mean all base straight time gross
earnings including payments for shift premium, commissions and overtime,
incentive compensation, incentive payments, regular bonuses and
 other
compensation.

            (f)   "Designated Subsidiaries" shall mean the Subsidiaries which
have been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.

            (g)   "Employee" shall mean any individual who is an employee of the
Company for purposes of tax withholding under the Code whose customary
employment with the Company or any Designated Subsidiary is at least twenty (20)
hours per week and more than five (5) months in any calendar year. For purposes
of the Plan, the employment relationship shall be treated as continuing intact



<PAGE>   2



while the individual is on sick leave or other leave of absence approved by the
Company. Where the period of leave exceeds 90 days and the individual's right to
reemployment is not guaranteed either by statute or by contract, the employment
relationship will be deemed to have terminated on the 91st day of such leave.

            (h)   "Enrollment Date" shall mean the first day of each Offering
Period.

            (i)   "Exercise Date" shall mean the last day of each Offering
Period.

            (j)   "Fair Market Value" shall mean the value of Common Stock
determined as follows:

                  (1)   For purposes of the Enrollment Date under the First
Offering Period (as defined in Section 4 hereof), the Fair Market Value of a
Share of Common Stock shall be the Price to Public as set forth in the final
prospectus filed with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act"); or

                  (2)   For purposes of subsequent Enrollment Dates, (a) if the
Common Stock is listed on any established stock exchange or a national market
system, including without limitation the National Market System of the National
Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System,
the Fair Market Value of a Share of Common Stock shall be the closing sales
price for such stock (or the closing bid, if no sales were reported), as quoted
on such system or exchange (or the exchange with the greatest volume of trading
in Common Stock) on the day of such determination as reported in the Wall Street
Journal or such other source as the Board deems reliable; (b) if the Common
Stock is quoted on the NASDAQ system (but not on the National Market System
thereof) or is regularly quoted by a recognized securities dealer but selling
prices are not reported, the Fair Market Value of a Share of Common Stock shall
be the mean between the high and low asked prices for the Common Stock on the
date of such determination, as reported in the Wall Street Journal or such
other source as the Board deems reliable; or (c) in the absence of an
established market for the Common Stock, the Fair Market Value of a Share of
Common Stock thereof shall be determined in good faith by the Board.

            (k)   "Offering Period" shall mean a period of approximately six
(6) months, commencing on the first Trading Day on or 



                                       -2-


<PAGE>   3


after January 1 and terminating on the last Trading Day occurring in the period
ending the following June 30, or commencing on the first Trading Day on or after
July 1 and terminating on the last Trading Day occurring in the period ending
the following December 31, except that the First Offering Period shall commence
with the date on which the Company's registration statement on Form S-1 (or any
successor thereof) under the Securities Act for its initial public offering of
Common Stock (the "Registration Statement") is declared effective by the
Commission and end on the last Trading Day occurring in the period ending June
30, 1993. The duration of Offering Periods may be changed pursuant to Section4
of this Plan.

            (l)   "Plan" shall mean this Employee Stock Purchase Plan.

            (m)   "Purchase Price" shall mean an amount equal to 85% of the Fair
Market Value of a share of Common Stock on the Enrollment Date or on the
Exercise Date, whichever is lower.

            (n)   "Reserves" shall mean the number of shares of Common Stock
covered by each option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but not yet placed under option.

            (o)   "Subsidiary" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.

            (p)   "Trading Day" shall mean a day on which national stock
exchanges and the National Association of Securities Dealers Automated Quotation
(NASDAQ) System are open for trading.

      3.    Eligibility.

            (a)   Any person who is an Employee, as defined in Section 2(g), who
has been continuously employed by the Company for at least one (1) year and who
shall be employed by the Company on a given Enrollment Date shall be eligible to
participate in the Plan.

            (b)   Any provisions of the Plan to the contrary notwithstanding,
no Employee shall be granted an option under the Plan (i) if, immediately after
the grant, such Employee (or any other person whose stock would be attributed to
such Employee pursuant to Section 424(d) of the Code) would own stock and/or
hold outstanding 


                                       -3-


<PAGE>   4


options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or of any
subsidiary of the Company, or (ii) which permits his or her rights to purchase
stock under all employee stock purchase plans of the Company and its
subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the fair market value of the shares at
the time such option is granted) for each calendar year in which such option is
outstanding at any time.

      4.    Offering Periods. The Plan shall be implemented by consecutive six
(6) month Offering Periods commencing on the first Trading Day on or after
January 1 and July 1 of each year, or on such other dates as the Board shall
determine; provided, however, that the first Offering Period shall commence on
the date on which the Company's Registration Statement is declared effective by
the Commission and shall end on the last Trading Day in the period ending June
30, 1993 (the "First Offering Period"). The second Offering Period under the
Plan shall commence with the first Trading Day on or after July 1, 1993. The
Plan shall continue thereafter until terminated in accordance with Section 19
hereof. Subject to the requirements of Section 19, the Board shall have the
power to change the duration of Offering Periods with respect to future
offerings without stockholder approval if such change is announced at least
fifteen (15) days prior to the scheduled beginning of the first Offering Period
to be affected.

      5.    Participation.

            (a)   An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the form
of Exhibit A to this Plan and filing it with the Company's payroll office at
least ten (10) business days prior to the applicable Enrollment Date, unless a
later time for filing the subscription agreement is set by the Board for all
eligible Employees with respect to a given Offering Period.

            (b)   Payroll deductions for a participant shall commence on the
first payroll following the Enrollment Date and shall end on the last payroll in
the Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10.

      6.    Payroll Deductions.

            (a)   At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions


                                       -4-


<PAGE>   5


made on each pay day during the Offering Period in an amount not exceeding ten
percent (10%) of the Compensation which he or she receives on each pay day
during the Offering Period, and the aggregate of such payroll deductions during
the Offering Period shall not exceed ten percent (10%) of the participant's
Compensation during said Offering Period.

            (b)   All payroll deductions made for a participant shall be
credited to his or her account under the Plan and will be with held in whole
percentages only. A participant may not make any additional payments into such
account.

            (c)   A participant may discontinue his or her participation in the
Plan as provided in Section 10 hereof, or may increase or decrease the rate of
his or her payroll deductions during the Offering Period by completing or filing
with the Company a new subscription agreement authorizing a change in payroll
reduction rate; provided, however, that a participant may not change his or her
rate of payroll deductions more than once in a given Offering Period. The change
in rate shall be effective with the first full payroll period following five (5)
business days after the Company's receipt of the new subscription agreement
unless the Company elects to process a given change in participation more
quickly. A participant's subscription agreement shall remain in effect for
successive Offering Periods unless terminated as provided in Section10.

            (d)   Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3(b) herein, a
participant's payroll deductions may be decreased to 0% at such time during any
Offering Period which is scheduled to end during the current calendar year (the
"Current Offering Period") that the aggregate of all payroll deductions which
were previously used to purchase stock under the Plan in a prior Offering Period
which ended during that calendar year plus all payroll deductions accumulated
with respect to the Current Offering Period equal $21,250. Payroll deductions
shall recommence at the rate provided in such participant's subscription
agreement at the beginning of the first Offering Period which is scheduled to
end in the following calendar year, unless terminated by the participant as
provided in Section 10.

            (e)   At the time the option is exercised, in whole or in part, or
at the time some or all of the Company's Common Stock issued under the Plan is
disposed of, the participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise upon
the exercise of 


                                       -5-


<PAGE>   6


the option or the disposition of the Common Stock. At any time, the Company may,
but will not be obligated to, withhold from the participant's compensation the
amount necessary for the Company to meet applicable withholding obligations,
including any withholding required to make available to the Company any tax
deductions or benefit attributable to sale or early disposition of Common Stock
by the Employee.

      7.    Grant of Option. On the Enrollment Date of each Offering Period,
each eligible Employee participating in such Offering Period shall be granted an
option to purchase on each Exercise Date during such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Employee's payroll deductions accumulated
prior to such Exercise Date and retained in the Participant's account as of the
Exercise Date by the applicable Purchase Price; provided that in no event shall
an Employee be permitted to purchase during each Offering Period more than a
number of shares determined by dividing $12,500 by the fair market value of a
share of the Company's Common Stock on the Enrollment Date, and provided further
that such purchase shall be subject to the limitations set forth in Section
3(b) and 12 hereof. Exercise of the option shall occur as provided in Section 8,
unless the participant has withdrawn pursuant to Section 10, and shall expire on
the last day of the Offering Period.

      8.    Exercise of Option. Unless a participant withdraws from the Plan as
provided in Section 10 below, his or her option for the purchase of shares will
be exercised automatically on the Exercise Date, and the maximum number of full
shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her
account. No fractional shares will be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full share shall be retained in the participant's account for the subsequent
Offering Period, subject to earlier withdrawal by the participant as provided in
Section 10. Any other monies left over in a participant's account after the
Exercise Date shall be returned to the participant. During a participant's life
time, a participant's option to purchase shares hereunder is exercisable only by
him or her.

      9.    Delivery. As promptly as practicable after each Exercise Date on
which a purchase of shares occurs, the Company shall arrange the delivery to
each participant, as appropriate, of a certificate representing the shares
purchased upon exercise of his or her option.



                                       -6-


<PAGE>   7



      10.   Withdrawal; Termination of Employment.

            (a)   A participant may withdraw all but not less than all the
payroll deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time by giving written notice to the
Company in the form of Exhibit B to this Plan. All of the participant's payroll
deductions credited to his or her account will be paid to such participant
promptly after receipt of notice of withdrawal and such participant's option for
the Offering Period will be automatically terminated, and no further payroll
deductions for the purchase of shares will be made during the Offering Period.
If a participant withdraws from an Offering Period, payroll deductions will not
resume at the beginning of the succeeding Offering Period unless the
participant delivers to the Company a new subscription agreement.

            (b)   Upon a participant's ceasing to be an Employee for any reason
or upon termination of a participant's employment relationship (as described in
Section 2(g)), the payroll deductions credited to such participant's account
during the Offering Period but not yet used to exercise the option will be
returned to such participant or, in the case of his or her death, to the person
or persons entitled thereto under Section 14, and such participant's option will
be automatically terminated.

            (c)   In the event an Employee fails to remain an Employee of the
Company for at least twenty (20) hours per week during an Offering Period in
which the Employee is a participant, he or she will be deemed to have elected to
withdraw from the Plan and the payroll deductions credited to his or her account
will be returned to such participant and such participant's option terminated.

            (d)   A participant's withdrawal from an Offering Period will not
have any effect upon his or her eligibility to participate in any similar plan
which may hereafter be adopted by the Company or in succeeding Offering Periods
which commence after the termination of the Offering Period from which the
participant withdraws.

            11.   Interest. No interest shall accrue on the payroll deductions
of a participant in the Plan.

            12.   Stock.

                  (a)   The maximum number of shares of the Company's Common
Stock which shall be made available for sale under the Plan shall be 802,500
shares, subject to adjustment upon changes in capitalization of the Company as
provided in Section 18. If on a given


                                       -7-


<PAGE>   8



Exercise Date the number of shares with respect to which options are to be
exercised exceeds the number of shares then available under the Plan, the
Company shall make a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable.

            (b)   The participant will have no interest or voting right in
shares covered by his option until such option has been exercised.

            (c)   Shares to be delivered to a participant under the Plan
will be registered in the name of the participant or in the name of the
participant and his or her spouse.

      13.   Administration.

            (a)   The Plan shall be administered by the Board of the Company or
a committee of members of the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties. Members of the Board
who are eligible Employees are permitted to participate in the Plan, provided
that:

                  (1)   Members of the Board who are eligible to participate in
the Plan may not vote on any matter affecting the administration of the Plan or
the grant of any option pursuant to the Plan.

                  (2)   If a Committee is established to administer the Plan, no
member of the Board who is eligible to participate in the Plan may be a member
of the Committee.

            (b)   Notwithstanding the provisions of Subsection (a) of this
Section 13, in the event that Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or any successor
provision ("Rule 16b-3") provides specific requirements for the administrators
of plans of this type, the Plan shall be only administered by such a body and in
such a manner as shall comply with the applicable requirements of Rule 16b-3.
Unless permitted by Rule 16b-3, no discretion concerning decisions regarding the
Plan shall be afforded to any committee or person that is not "disinterested" as
that term is used in Rule 16b-3.



                                       -8-


<PAGE>   9



      14.   Designation of Beneficiary.

            (a)   A participant may file a written designation of a beneficiary
who is to receive any shares and cash, if any, from the participant's account
under the Plan in the event of such participant's death subsequent to an
Exercise Date on which the option is exercised but prior to delivery to such
participant of such shares and cash. In addition, a participant may file a
written designation of a beneficiary who is to receive any cash from the
participant's account under the Plan in the event of such participant's death
prior to exercise of the option. If a participant is married and the designated
beneficiary is not the spouse, spousal consent shall be required for such
designation to be effective.

            (b)   Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.

      15.   Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10.

      16.   Use of Funds. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.

      17.   Reports. Individual accounts will be maintained for each participant
in the Plan. Statements of account will be given to participating Employees at
least annually, which statements will set forth the amounts of payroll
deductions, the Purchase Price, 



                                       -9-


<PAGE>   10

the number of shares purchased and the remaining cash balance, if any.

      18.   Adjustments Upon Changes in Capitalization, Dissolution, Merger,
Asset Sale or Change of Control.

            (a)   Changes in Capitalization. Subject to any required action by
the stockholders of the Company, the Reserves as well as the price per share of
Common Stock covered by each option under the Plan which has not yet been
exercised, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration". Such adjustment shall
be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an option.

            (b)   Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period will terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board.

            (c)   Merger or Asset Sale. In the event of a proposed sale of all
or substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each option under the Plan shall be assumed or
an equivalent option shall be substituted by such successor corporation or a
parent or subsidiary of such successor corporation, unless the Board deter
mines, in the exercise of its sole discretion and in lieu of such assumption or
substitution, to shorten the Offering Period then in progress by setting a new
Exercise Date (the "New Exercise Date") or to cancel each outstanding right to
purchase and refund all sums collected from participants during the Offering
Period then in progress. If the Board shortens the Offering Period then in
progress in lieu of assumption or substitution in the event of a merger or sale
of assets, the Board shall notify each participant in writing, at least ten (10)
business days prior to the New Exercise Date, that the Exercise Date for his
option has been


                                      -10-


<PAGE>   11


changed to the New Exercise Date and that his option will be exercised
automatically on the New Exercise Date, unless prior to such date he has
withdrawn from the Offering Period as provided in Section 10. For purposes of
this Section, an option granted under the Plan shall be deemed to be assumed if,
following the sale of assets or merger, the option confers the right to
purchase, for each share of option stock subject to the option immediately prior
to the sale of assets or merger, the consideration (whether stock, cash or other
securities or property) received in the sale of assets or merger by holders of
Common Stock for each share of Common Stock held on the effective date of the
transaction (and if such holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding
shares of Common Stock); provided, however, that if such consideration received
in the sale of assets or merger was not solely common stock of the successor
corporation or its parent (as defined in Section 424(e) of the Code), the Board
may, with the consent of the successor corporation and the participant, provide
for the consideration to be received upon exercise of the option to be solely
common stock of the successor corporation or its parent equal in fair market
value to the per share consideration received by holders of Common Stock and the
sale of assets or merger.

            The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Common Stock covered by each outstanding option, in the event the
Company effects one or more reorganizations, recapitalization, rights offerings
or other increases or reductions of shares of its outstanding Common Stock, and
in the event of the Company being consolidated with or merged into any other
corporation.

      19.   Amendment or Termination.

            (a)   The Board of Directors of the Company may at any time and for
any reason terminate or amend the Plan. Except as provided in Section 18, no
such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board of Directors on any Exercise
Date if the Board determines that the termination of the Plan is in the best
interests of the Company and its stockholders. Except as provided in Section
18, no amendment may make any change in any option theretofore granted which
adversely affects the rights of any participant. To the extent necessary to
comply with Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or
under Section 423 of the Code (or any successor rule or provision or any other
applicable law or regulation), the Company shall obtain 



                                      -11-

<PAGE>   12

stockholder approval in such a manner and to such a degree as required.

            (b)   Without stockholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods,
limit the frequency and/or number of changes in the amount withheld during an
Offering Period, establish the exchange ratio applicable to amounts withheld in
a currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures
as the Board (or its committee) determines in its sole discretion advisable
which are consistent with the Plan.

      20.   Notices. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

      21.   Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

            As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.

      22.   Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its



                                      -12-

<PAGE>   13

approval by the stockholders of the Company. It shall continue in effect for a
term of ten (10) years unless sooner terminated under Section 19.

         23.      Additional Restrictions of Rule 16b-3.  The terms and
conditions of options granted hereunder to, and the purchase of shares by,
persons subject to Section16 of the Exchange Act shall comply with the
applicable provisions of Rule 16b-3. This Plan shall be deemed to contain, and
such options shall contain, and the shares issued upon exercise thereof shall be
subject to, such additional conditions and restrictions as may be required by
Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange
Act with respect to Plan transactions.













                                      -13-

<PAGE>   14



                                    EXHIBIT A


                               JABIL CIRCUIT, INC.

                        1992 EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT


      Original Application                      Enrollment Date: 
- -----                                                            -------------
      Change of Beneficiary(ies)
- -----
      Change in Rate of Payroll Deductions
- -----

1.    ______________________________________ hereby elects to participate in the
      Jabil Circuit, Inc. (the "Company") 1992 Employee Stock Purchase Plan (the
      "Purchase Plan") and subscribes to purchase shares of the Company's
      Common Stock in accordance with this Subscription Agreement and the
      Purchase Plan.

2.    I hereby authorize payroll deductions from each paycheck in the amount of
      _____% of my Compensation on each payday (not to exceed 10%) during the
      Offering Period in accordance with the Purchase Plan. (Please note that no
      fractional percentages are permitted.)

3.    I understand that said payroll deductions shall be accumulated for the
      purchase of shares of Common Stock at the applicable Purchase Price
      determined in accordance with the Purchase Plan. I understand that if I do
      not withdraw from an Offering Period, any accumulated payroll deductions
      will be used to automatically exercise my option.

4.    I have received a copy of the complete "Jabil Circuit, Inc. 1992 Employee
      Stock Purchase Plan." I understand that my participation in the Purchase
      Plan is in all respects subject to the terms of the Plan. I understand
      that the grant of the option by the Company under this Subscription
      Agreement is subject to obtaining stockholder approval of the Purchase
      Plan.

5.    Shares purchased for me under the Purchase Plan should be issued in the
      name(s) of:______________________________________________________________
      __________________________________________________________.






<PAGE>   15



6.    I understand that if I dispose of any shares received by me pursuant to
      the Purchase Plan within 2 years after the Enrollment Date (the first day
      of the Offering Period during which I purchased such shares), I will be
      treated for federal income tax purposes as having received ordinary income
      at the time of such disposition in an amount equal to the excess of the
      fair market value of the shares at the time such shares were delivered to
      me over the price which I paid for the shares. I HEREBY AGREE TO NOTIFY
      THE COMPANY IN WRITING WITHIN 30 DAYS AFTER THE DATE OF ANY SUCH
      DISPOSITION AND I WILL MAKE ADEQUATE PROVISION FOR FEDERAL, STATE OR OTHER
      TAX WITHHOLDING OBLIGATIONS, IF ANY, WHICH ARISE UPON THE DISPOSITION OF
      THE COMMON STOCK. The Company may, but will not be obligated to, withhold
      from my compensation the amount necessary to meet any applicable
      withholding obligation including any withholding necessary to make
      available to the Company any tax deductions or benefits attributable to
      sale or early disposition of Common Stock by me. If I dispose of such
      shares at any time after the expiration of the 2-year holding period, I
      under stand that I will be treated for federal income tax purposes as
      having received income only at the time of such disposition, and that such
      income will be taxed as ordinary income only to the extent of an amount
      equal to the lesser of (1) the excess of the fair market value of the
      shares at the time of such disposition over the purchase price which I
      paid for the shares, or (2) 15% of the fair market value of the shares on
      the first day of the Offering Period. The remainder of the gain, if any,
      recognized on such disposition will be taxed as capital gain.

7.    I hereby agree to be bound by the terms of the Purchase Plan. The
      effectiveness of this Subscription Agreement is dependent upon my
      eligibility to participate in the Purchase Plan.

8.    In the event of my death, I hereby designate the following as my
      beneficiary(ies) to receive all payments and shares due me under the
      Purchase Plan:


NAME (Please Print):


- -----------------------------------------
(Last)           (First)         (Middle)


- -----------------------------------------
(Relationship)



                                       -2-


<PAGE>   16


- -----------------------------------
(Address)

Employee's Social
Security Number:


- -----------------------------------


Employee's Address:

- -----------------------------------

- -----------------------------------

- -----------------------------------


I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.



Dated: 
       -----------------------------


- ------------------------------------
Signature of Employee




       




















                                       -3-


<PAGE>   17


                                    EXHIBIT B


                               JABIL CIRCUIT, INC.

                        1992 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL



      The undersigned participant in the Offering Period of the Jabil Circuit,
Inc. 1992 Employee Stock Purchase Plan which began on ____________, 19____ (the
"Enrollment Date") hereby notifies the Company that he or she hereby withdraws
from the Offering Period. He or she hereby directs the Company to pay to the
undersigned as promptly as practicable all the payroll deductions credited to
his or her account with respect to such Offering Period. The under signed
understands and agrees that his or her option for such Offering Period will be
automatically terminated. The undersigned understands further that no further
payroll deductions will be made for the purchase of shares in the current
Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement.

Name and Address of Participant


- --------------------------------


- --------------------------------


- --------------------------------


Signature



- --------------------------------


Date:
      --------------------------






<PAGE>   1

                                                                     EXHIBIT 5.1





                                 October 8, 1997



Jabil Circuit, Inc.
10800 Roosevelt Blvd.
St. Petersburg, FL 33716


          RE:     REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

      We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Jabil Circuit, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission on or about October 8,
1997 in connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of 800,000 and 400,000 additional shares of your Common
Stock, $.001 par value (the "Shares"), reserved for issuance pursuant to the
Company's 1992 Stock Option Plan, as amended, and 1992 Employee Stock Purchase
Plan, as amended (the "Plans"), respectively.

      It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken prior to the issuance of the
Shares pursuant to the Prospectus, which constitutes part of the Registration
Statement, and the Plans, and upon completion of the actions being taken in
order to permit such transactions to be carried out in accordance with the
securities laws of the various states where required, the Shares will be legally
and validly issued, fully paid and nonassessable.

      We
 consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof and
any subsequent amendments thereto.

                                    Very truly yours,

                                    WILSON, SONSINI, GOODRICH & ROSATI
                                    Professional Corporation


                                    /s/ WILSON SONSINI GOODRICH & ROSATI








<PAGE>   1



                                                                    EXHIBIT 23.1


                          INDEPENDENT AUDITORS' CONSENT


The Board of Directors
Jabil Circuit, Inc.:

      We consent to incorporation by reference in this registration statement on
Form S-8 of Jabil Circuit, Inc. of our report dated October 7, 1996, relating to
the consolidated balance sheets of Jabil Circuit, Inc. and subsidiaries as of
August 31, 1995 and 1996, and the related consolidated statements of operations,
stockholders' equity, and cash flows and related schedules for each of the years
in the three-year period ended August 31, 1996, which report appears in the
August 31, 1996 annual report on Form 10-K of Jabil Circuit, Inc.



St. Petersburg, Florida                               KPMG PEAT MARWICK LLP
October 7, 1997
                                                      /s/KPMG PEAT MARWICK LLP