JACK IN THE BOX INC.
RESTRICTED STOCK UNIT AWARD
UNDER THE 2004 STOCK INCENTIVE PLAN
THIS AGREEMENT is
made as of
, 20
between Jack in the Box Inc., a Delaware corporation (the
“Company”), and «FULL_NAME» (the
“Awardee”).
The Compensation
Committee (the “Committee”) of the Board of Directors
of the Company which administers the Company’s 2004 Stock
Incentive Plan (the “Plan”), has granted to the Awardee
as of
, 20
, this award of Restricted Stock Units (RSUs), on the terms and
conditions set forth herein.
In consideration
of the foregoing and of the mutual covenants set forth herein and
other good and valuable consideration, the parties hereto agree as
follows:
1.
RESTRICTED STOCK UNIT AWARD. The Committee hereby grants
«SHARES» («NUMBER_OF_SHARES») shares of
RSUs (the “Award”) to the Awardee on the terms and
conditions set forth herein.
2.
VESTING. Notwithstanding any other provision of the Plan to
the contrary, and except as provided in Section 11
(Terminating Transactions) of this Agreement, no portion of this
Award shall become vested at any time prior to the Awardee’s
termination of employment with the Company. Upon the
Awardee’s termination of employment, that portion of the
Award which shall be considered vested as of such termination date,
shall be determined in accordance with Section 5 of this
Agreement. If any shares subject to this Award would otherwise
become vested on a day on which the sale of such shares would
violate the provisions of the Company’s Insider Trading
policy, then such vesting automatically shall be deemed to occur on
the next day on which the sale of such shares would not violate the
Insider Trading policy.
3.
CONSIDERATION. The Company acknowledges that Awardee has
earned the Award Shares in the form of services previously rendered
to the Company or a subsidiary pursuant to Delaware Code
Section 153.
4.
DISTRIBUTION. An Award that has become vested in accordance
with Section 2 of this Agreement shall be distributed to the
Awardee in shares of Common Stock of the Company equal to the
vested RSUs (the “Award Shares”), or cash, as elected
by the Company, in a single lump sum, within 30 days after the
six-month anniversary of the Awardee’s termination of
employment (provided that “termination of employment”
shall have the same meaning as the term “separation from
service” under Code Section 409A and the regulations and
other guidance issued thereunder). If the Company elects a cash
distribution, the amount shall be determined by multiplying
(i) the number of Award Shares which would have been
distributed, by (ii) the NASDAQ closing price per share for
the Common Stock of the Company on the trading date immediately
preceding the date of the six-month anniversary of the
Awardee’s
1
termination of
employment, less any required taxes which the Company determines it
must withhold. If the Company elects a stock distribution, the
shares of Common Stock underlying this Award shall be registered in
the name of the Awardee (as evidenced by the appropriate entry on
the books of the Company or a duly authorized transfer agent of the
Company).
5. TERMINATION OF EMPLOYMENT.
(a) Termination
for Cause. If the Awardee is terminated for cause (as determined by
the Company’s Board of Directors (the “Board”) in
its sole discretion) prior to <<date 10 years from grant
date>>, then all of this Award will be automatically
forfeited by the Awardee concurrently with such termination of
employment, unless otherwise determined by the Board in its sole
discretion, and the Awardee shall not be deemed vested in any
portion of this Award, regardless of any vesting percentage which
might have applied to such Award on account of this Section 6
for any other reason. If the Awardee is terminated for cause on or
after <<date 10 years from grant date>>, upon
termination 100% of the award shall vest.
(b) Involuntary
Termination or Voluntary Termination. If the Awardee ceases to be
employed by the Company, its parent or a subsidiary because of
Awardee’s involuntary termination (other than for cause as
described above) or voluntary termination, before the Awardee is
eligible to retire under a Company sponsored retirement plan, then
that portion of the Award which shall be considered vested on such
termination shall be, unless otherwise determined by the Board in
its sole discretion, calculated in accordance with the following
schedule.
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Date of Termination
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Vesting Percentage
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Prior to <<date 3 years from grant
date>>
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0
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%
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On or after <<date 3 years from grant
date>>
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15
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%
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On or after <<date 4 years from grant
date>>
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20
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%
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On or after <<date 5 years from grant
date>>
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25
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%
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On or after <<date 6 years from grant
date>>
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30
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%
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On or after <<date 7 years from grant
date>>
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35
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%
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On or after <<date 8 years from grant
date>>
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40
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%
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On or after <<date 9 years from grant
date>>
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45
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%
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On or after <<date 10 years from
grant date>>
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100
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%
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Any portion of
the Award which does not become vested on the date of termination
of employment shall be forfeited as of the date of termination of
employment. It shall be the responsibility of the Awardee to notify
the Company of any changes in address. As used in this Agreement,
the term “parent” means any present or future
corporation which would be a “parent corporation” of
the Company as defined in Section 424(e) of the Internal Revenue
Code, and “subsidiary” means any present or future
corporation which would be a “subsidiary corporation”
of the Company as defined in Section 424(f) of the Internal Revenue
Code.
(c) Retirement.
If Awardee is eligible to retire under a Company sponsored
retirement plan and terminates employment with the Company, its
parent or a subsidiary for any reason other than (A) termination
for cause, as determined by the Company in its sole discretion, or
(B) the Awardee’s death or Total and Permanent
Disability (as defined below), then this Award shall become vested
on such termination date in an amount equal to the greater of
(i) such vesting as would have been determined by assuming 30%
of the Award vested on <<date 3 years
2
from grant
date>>, and thereafter an additional 10% of the shares
subject to this Award shall have become vested on each anniversary
date of the Award following <<date 3 years from grant
date>> until such time as the Award became 100% vested on the
date 10 years after the anniversary of the original grant of
this Award, or (ii) provided that as of <<date
3 years from grant date>>, the Awardee is still employed
by the Company, and had been continuously employed by the Company
since the date this Award was granted, such vesting as would have
occurred had 10% of the Award been determined to be vested for each
year of service the Awardee provided to the Company, or
(iii) in such greater amount as may be determined by the Board
in its sole discretion. In no event however shall any portion of
this Award be considered vested prior to the Awardee’s
termination date. It shall be the responsibility of the Awardee to
notify the Company of any changes in address.
(d) Disability.
If the Awardee shall suffer Total and Permanent Disability while in
the employment of the Company, its parent or a subsidiary, then
this Award will become 100% vested on such date the Awardee
terminates employment on account of such Total and Permanent
Disability. As used in this Agreement “Total and Permanent
Disability” is defined as the inability to perform the duties
of Awardee’s occupation, or any occupation for which Awardee
is qualified or may reasonably become qualified by education,
train
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