JACK IN THE BOX INC. RESTRICTED STOCK AWARD UNDER THE 2004 STOCK INCENTIVE PLAN

Exhibit 10.16.1

JACK IN THE BOX INC.
RESTRICTED STOCK 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”).

RECITALS

     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, on the terms and conditions set forth herein.

AGREEMENT

     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 AWARD. The Committee hereby grants «SHARES» («NUMBER_OF_SHARES») shares of common stock of the Company, par value $0.01 per share (the “Award”) to the Awardee. As of the date of this Award, the Awardee will acquire and the Company will issue, subject to the terms and conditions set forth herein, the number of shares of Common Stock of the Company, par value $0.01 per share (“Common Stock”) provided under this Award. As a condition to the issuance of the Award, the Awardee shall execute and deliver to the Company along with this executed Agreement (a) the Joint Escrow Instructions in the form attached to this Agreement and (b) the Assignment Separate from Certificate duly endorsed (with date and number of shares blank) in the form attached to this Agreement.

     2.  VESTING. Notwithstanding any other provision of the Plan to the contrary, and except as may be provided in the sole and absolute discretion of the Company, or as provided in Section 13 (Terminating Transactions) of this Agreement, no shares of Common Stock issued under 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 6 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.  AWARD AS COMPENSATION. No amount attributable to this Award shall be considered as compensation for the purposes of any other Company sponsored plans.

     5.  CERTIFICATE REGISTRATION. The certificate for 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 of a duly authorized transfer agent of the Company).

      6. 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 the shares of Common Stock underlying 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. If the Awardee is terminated for cause prior to <<date 10 years from grant date>>, and unless otherwise determined by the Board in its sole discretion, 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.

          (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.

Any portion of the Award which is not vested on the date of termination of employment, or determined to be vested by the Board in its sole discretion, 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 ceases to be employed by 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 Awardees 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 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 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 a physical or mental condition that results in a total and

permanent disability to such extent that the person is eligible for disability benefits under the federal Social Security Act.”

          (e) Death. If Awardee dies while in the employment of the Company, its parent or a subsidiary, and the Awardee had not been determined to have suffered Total and Permanent Disability within ninety (90) days of such Awardee’s death, then this Award will become 100% vested on the date the Awardee terminates employment on account of death. The Award shall be considered transferred to the person or persons (the “Heir”) to whom Awardee’s rights under the Award passed by will or by the applicable laws of descent and distribution, as to all shares of Common Stock granted under this Award. It shall be the responsibility of the Heir to notify the Company of any changes in address.

     7.  COMPANY REACQUISITION RIGHT. In the event that (a) the Awardee’s employment terminates for any reason or no reason, with or without cause, or (b) the Awardee, the Awardee’s legal representative, or other holder of the shares of Common Stock subject to this Award, attempts to sell, exchange, transfer, pledge, or otherwise dispose of any portion of this Award prior to its distribution from the escrow established in accordance with Section 8 of this Agreement, the Company shall automatically reacquire such shares underlying the applicable portion of this Award, and the Awardee shall not be entitled to any payment therefore (the “Company Reacquisition Right”).

     8.  ESCROW. To ensure that shares of Common Stock subject to the Company Reacquisition Right will be available for reacquisition, the Awardee agrees to deliver to and deposit with an escrow agent designated by the Company the certifi