JACK IN THE BOX INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10.6

JACK IN THE BOX INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As Amended and Restated Effective January 1, 2009)

Amended and Restated January 1, 2009

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

JACK IN THE BOX INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As Amended and Restated Effective January 1, 2009)

ARTICLE I—PURPOSE; EFFECTIVE DATE

1.1 Purpose

     The purpose of this Supplemental Executive Retirement Plan is to provide supplemental retirement benefits for certain key employees of the Company. It is intended that the Plan will aid in retaining and attracting individuals of exceptional ability by providing them with these benefits.

1.2 Effective Date

     This Plan was originally effective April 2, 1990. This Amendment and Restatement is effective January 1, 2009.

ARTICLE II—DEFINITIONS

     For the purposes of this Plan, the following terms shall have the meanings indicated unless the context clearly indicates otherwise:

2.1 Actuarial Equivalent

     “Actuarial Equivalent” means equivalence in value between two (2) or more forms and/or times of payment based on a determination by an actuary chosen by the Company. Effective September 30, 2007, the interest rate assumption shall be six percent (6%) per annum and the mortality assumption shall be the RP 2000 projected ten (10) years using Projection Scale AA. These assumptions may be changed from time to time by the Plan’s actuary with the approval of the Board.

2.2 Beneficiary

     “Beneficiary” means the person, persons or entity as designated by the Participant, entitled under Article VI to receive any Plan benefits payable after the Participant’s death.

2.3 Board

     “Board” means the Board of Directors of the Company.

2.4 Change in Control

     “Change in Control” of the Company means, and shall be deemed to have occurred upon, the first to occur of any of the following events:

(a) Any “Person” (other than those Persons in control of the Company as of the Effective Date, or other than a trustee or other fiduciary holding securities under an employee benefit plan of the

Company, or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) becomes the “Beneficial Owner” of securities of the Company representing fifty percent (50%) or more of (i) the then outstanding shares of the securities of the Company, or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (“Company Voting Stock”); or

(b) The majority of members of the Company’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the date of the appointment; or

(c) The stockholders of the Company approve: (i) a plan of complete liquidation of the Company; or (ii) an agreement for the sale or disposition of all or substantially all of the Company’s assets; or (iii) a merger, consolidation, or reorganization of the Company with or involving any other corporation, if immediately after such transaction persons who hold a majority of the outstanding voting securities entitled to vote generally in the election of directors of the surviving entity (or the entity owning 100% of such surviving entity) are not persons who, immediately prior to such transaction, held the Company Voting Stock.

     However, in no event shall a “Change in Control” be deemed to have occurred, with respect to the Participant, if the Participant is part of a purchasing group which consummates the Change in Control transaction. The Participant shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Participant is an equity participant in the purchasing company or group (except for: (i) passive ownership of less than two percent (2%) of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group which is otherwise not significant, as determined prior to the Change in Control by a majority of the nonemployee continuing Directors).

     For purposes of this Section, the terms “Person” and “Beneficial Owner” shall have the meanings given those terms in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, and Rule 13d-3 under that Act.

2.5 Committee

     “Committee” means committee appointed by the Board to administer the Plan pursuant to Article VII. The initial committee so designated by the Board shall be the Administrative Committee.

2.6 Company

     “Company” means Jack in the Box Inc., a Delaware Corporation, and directly or indirectly affiliated subsidiary corporations, any other affiliate designated by the Board, or any successor to the business thereof.

2.7 Compensation

     “Compensation” means the base salary payable to and bonus earned by a Participant by Company and considered to be “wages” for purposes of federal income tax withholding. Compensation shall be calculated before reduction for any amounts deferred by the Participant pursuant to the Company’s tax qualified plans which may be maintained under Section 401(k) or Section 125 of the Internal Revenue Code

(the “Code”), or under the Deferred Compensation Plan as defined in Section 2.8. Inclusion of any other forms of Compensation are subject to Committee approval.

2.8 Deferred Compensation Plan

     “Deferred Compensation Plan” means the Jack in the Box Inc. Capital Accumulation Plan for Executives, a nonqualified deferred compensation plan established by the Company for a select group of highly compensated and management employees of Company.

2.9 Disability

     “Disability” means a medically determinable physical or mental impairment of the Participant that can be expected to result in death or can be expected to last for a continuous period of at least twelve (12) months and that makes the Participant unable to engage in any substantial gainful activity.

2.10 Early Retirement Date

     “Early Retirement Date” means the date on which a Participant terminates employment with Company, if such termination date occurs on or after such Participant’s attainment of age fifty-five (55) and completion of ten (10) Years of Service, but prior to the Participant’s Normal Retirement Date.

2.11 Final Average Compensation

     “Final Average Compensation” means the Participant’s average monthly Compensation during any five (5) calendar years in which the Participant’s Compensation is the highest out of the last ten (10) years of employment with Company. If the Participant has fewer than five (5) years of employment with Company, Final Average Compensation shall be determined based on the average of actual term of employment.

2.12 Form of Payment Designation

     “Form of Payment Designation” means the form prescribed by the Committee and completed by the Participant, indicating the chosen form of payment for benefits payable under the Plan, as elected by the Participant.

2.13 401(k) Plan

     “401(k) Plan” means the Jack in the Box Inc. Easy$aver Plus Plan or any successor defined contribution plan maintained by Company that qualifies under Section 401(a) of the Code by satisfying the requirements of Section 401(k) of the Code.

2.14 Normal Retirement Date

     “Normal Retirement Date” means the date on which a Participant terminates employment with Company on or after attaining age sixty-two (62).

2.15 Participant

     “Participant” means any employee who is eligible, pursuant to Section 3.1, to participate in this Plan, and who has not yet received full benefits hereunder.

2.16 Participation Agreement

     “Participation Agreement” means the agreement filed by a Participant and approved by the Committee pursuant to Article III.

2.17 Plan

     “Plan” means this Jack in the Box Inc. Supplemental Executive Retirement Plan, as may be amended from time to time.

2.18 Retirement

     “Retirement” means a Participant’s Termination of Employment with Company at the Participant’s Early Retirement Date or Normal Retirement Date, as applicable.

2.19 Retirement Plan

     “Retirement Plan” means the Jack in the Box Inc. Retirement Plan or any successor plan. For purposes of Section 5.2, “Retirement Plan” means any qualified defined benefit plan maintained by Company that qualifies under Section 401(a) of the Internal Revenue Code.

2.20 Supplemental Retirement Benefit

     “Supplemental Retirement Benefit” means the benefit determined under Article V of this Plan.

2.21 Target Benefit Percentage

     “Target Benefit Percentage” means the percentage of a Participant’s Final Average Compensation that will be used in determining the Participant’s Supplemental Retirement Benefit under Article V of this Plan. The Target Benefit Percentage is determined by multiplying sixty percent (60%) times a fraction, the numerator of which is the Participant’s Years of Service (not to exceed twenty (20)) and the denominator of which is twenty (20).

2.22 Termination of Employment

     “Termination of Employment” means a “separation from service” as such term is defined in Section 409A of the Internal Revenue Code and regulations promulgated thereunder.

2.23 Years of Service

     “Years of Service” means the number of years of service determined in accordance with the provisions of the Retirement Plan, whether or not the Participant is a participant in such plan.

ARTICLE III—PARTICIPATION

3.1 Eligibility and Participation

     (a) Eligibility. Eligibility to participate in the Plan shall be limited to those select key employees of Company who are designated by management, from time to time, and approved by the Committee.

     (b) Participation. An employee’s participation in the Plan shall be effective upon notification to the employee by the Committee of eligibility to participate, completion of a Participation Agreement and a Form of Payment Designation, and acceptance of each by the Committee. Subject to Section 3.2, participation in the Plan shall continue until such time as the Participant terminates employment with Company and as long thereafter as the Participant is eligible to receive benefits under this Plan.

     (c) Participation Freeze Date. Notwithstanding any other provision of the Plan to the contrary, participation in the Plan is frozen effective January 1, 2007, and no employees who are not Participants on January 1, 2007 will become participants after January 1, 2007.

3.2 Change in Employment Status

     If the Committee determines that a Participant’s employment performance is no longer at a level that deserves reward through participation in this Plan, but does not terminate the Participant’s employment with Company, participation herein and eligibility to receive benefits hereunder shall be limited to the Participant’s accrued interest in such benefits as of the date designated by the Board (“Participation Termination Date”). Such benefits shall be based solely on the Participant’s Years of Service and Compensation as of the Participation Termination Date; provided, however, that the Participant’s Years of Service after the Participant’s Participation Termination Date will be recognized solely for the limited purpose of determining whether the Participant has a nonforfeitable right to a benefit under Section 5.1 of this Plan. Notwithstanding the above, Participants who have a change in employment status, as described in this Section 3.2, and who terminate employment with Company within twenty-four (24) months following a Change in Control, shall be entitled to benefits as described in Section 5.7 of this Plan.

3.3 Recovery from Disability

     A Participant will be considered to have a Recovery from Disability if (a) a Participant has a Termination of Employment due to Disability before the Participant has a nonforfeitable right to a benefit under Section 5.1 of this Plan and (b) the Disability ceases before the Participant’s right to a Disability retirement benefit under Section 5.4 becomes nonforfeitable. If the Participant is reemployed by the Company upon a Recovery from Disability, then the Participant’s participation in this Plan shall resume on reemployment if approved by the Committee; if not so approved, the Participant shall be treated as if a change in employment status under Section 3.2 of this Plan had occurred as of the Participant’s reemployment date. If the Participant is not reemployed by the Company upon a Recovery from Disability, the Participant shall no longer be considered Disabled for purposes of this Plan and the Participant’s benefit shall be forfeited under Section 5.5.

ARTICLE IV—SURVIVOR BENEFITS

4.1 Pretermination Survivor Benefit

     If a Participant dies while employed by Company, or while Disabled but before attaining a nonforfeitable right to a Disability retirement benefit, Company shall pay a survivor benefit to the Participant’s Beneficiary as follows:

     (a) Amount. The amount of the survivor benefit shall be one (1) times the Participant’s Compensation, which for purposes of this subsection shall be defined as annualized current base salary plus the average of the bonuses paid for the three (3) most recent completed fiscal years. If, however, the date of death is after the Participant has attained age 55 and completed 10 Years of Service but before the Participant has attained age 62, the amount of the survivor benefit shall be the greater of one (1) times the Participant’s Compensation or the Actuarial Equivalent lump sum present value of the Participant’s Supplemental Retirement Benefit, determined under Section 5.3, calculated as of the date of death and based on the Participant’s Final Average Compensation. Such benefit shall not be subject to any reduction of benefits for commencement before age 62 as provided under Section 5.8(a) below.

     (b) Time and Form of Payment. The survivor benefit shall be paid to the Beneficiary within sixty (60) days following the death of the Participant in the form of a lump sum payment.

4.2 Post-termination Survivor Benefit

     (a) Death Prior to Commencement of Benefits. If a Participant who has a nonforfeitable right to a Supplemental Retirement Benefit dies following a Termination of Employment but prior to the commencement of accrued benefits hereunder, the Company shall pay a survivor benefit to the Participant’s Beneficiary as follows:

     (i) Am