JACK IN THE BOX INC.
STOCK OPTION AGREEMENT
UNDER THE 2004 STOCK INCENTIVE PLAN
THIS AGREEMENT is
made as of [Date] between Jack in the Box Inc., a Delaware
corporation (the “Company”), and [Name] (the
“Optionee”).
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 Optionee
as of the date of this Agreement an option (the
“Option”) to purchase shares of the Common Stock of the
Company, par value $0.01 per share (the “Common
Stock”), 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. SHARES
OPTIONED: OPTION PRICE. Optionee may purchase all or any part
of an aggregate of [# of Shares] shares of Common Stock, at
the exercise price of [ Price] per share (the “Option
Exercise Price”), which shall be not less than the fair
market value on the date hereof, on the terms and conditions set
forth herein.
2. OPTION
TERM: TIMES OF EXERCISE OR SALE. The Option shall terminate and
no portion of the Option may be exercised in whole or in part more
than seven years after the date hereof.
This Option shall
become exercisable as follows:
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(1
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One third on
[Date]
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(2
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One third on [
Date]
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(3
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One third on
[Date]
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3.
CONSIDERATION. The Option has been granted in consideration
of the Optionee’s continued employment with the Company or
its wholly owned subsidiaries and acceptance by the Optionee of the
terms and conditions set forth below and in the Plan.
4.
EXERCISE DATES. Subject to the terms and conditions herein
and in the Plan, the Option shall become exercisable, on each of
the dates and to the extent provided on each date as provided in
Paragraph 2 above. Fractional shares may not be purchased or
delivered
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hereunder. Once
exercisable and until terminated, all or any portion of the Option
may be exercised from time to time and at any time under procedures
that the Company shall establish from time to time, including,
without limitation, procedures regarding the frequency of exercise
and the minimum number of option shares which may be purchased at
any time.
5.
EXERCISING THE OPTION. This Option may be exercised only by
the Optionee or his or her permitted transferees and only by the
methods set forth herein. Subject to the terms and conditions of
the Plan, the Optionee may exercise all or any portion of the
Option by giving notice of exercise to the Company or its designee
in the manner specified from time to time by the Company,
accompanied by payment or instructions for payment in full of the
Option Exercise Price for the shares being purchased together with
any amount which the Company may withhold upon such exercise for
applicable foreign, federal (including FICA), state and local
taxes. Each such notice shall specify the number of shares of
Common Stock to be purchased, the Option Exercise Price, the grant
date, and such other matters as required by the
Committee.
6.
PAYMENT OF EXERCISE PRICE. The payment of the aggregate
Option Exercise Price shall be made (i) in cash or by cashiers
check, (ii) by tender of Common Stock having a value not less
than the aggregate Option Exercise Price, (iii) by means of a
payment under an arrangement with a broker approved by the Company
where payment is made pursuant to an irrevocable commitment by the
broker to deliver to the Company the proceeds from the sale of the
Common Stock issuable upon exercise of the Option, or (iv) any
combination of the foregoing.
7.
NON-TRANSFERABILITY. Except as otherwise provided in this
Paragraph, this Option: (a) shall be exercisable during the
Optionee’s lifetime only be the Optionee, and is not
transferable other than by will or the laws of descent and
distribution; (b) shall not be otherwise transferred,
assigned, pledged, hypothecated or disposed of in any way, whether
by operation of law or otherwise, and shall not be subject to
execution, attachment or similar process; (c) shall
immediately terminate and become null and void upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of this
Option, other than as permitted herein, or upon the levy of any
execution, attachment or similar process upon this Option.
Notwithstanding the foregoing, with the approval of the Committee,
the Option may be transferred to a trust for the benefit of the
Optionee or the Optionee’s “family member” as
that term is defined in the General Instructions to Form S-8
Registration Statement under the Securities Act.
8. EFFECT
OF DEATH, DISABILITY, OR TERMINATION OF EMPLOYMENT.
(a) If
Optionee ceases to be employed by the Company or a subsidiary
because of Optionee’s discharge for cause, as determined by
the Company in its sole discretion, this Option shall expire
concurrently with such cessation of employment. As used herein, the
term “subsidiary” shall mean 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.
(b) Before
the Optionee is eligible to retire under a Company sponsored
retirement plan, if Optionee ceases to be employed by the Company
or a subsidiary for any
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reason other
than for (i) termination for cause, as determined by the
Company in its sole discretion, or (ii) Optionee’s death or
Total and Permanent Disability (as defined below), then this
Option, subject to earlier termination pursuant to Paragraph 2
hereof, shall expire ninety days thereafter , and during
such period after Optionee ceases to be an employee, this Option
shall be exercisable only as to those shares, if any, with respect
to which the Optionee could have exercised the option as of the
date of such cessation of employment.
(c) After
the Optionee is eligible to retire under a Company sponsored
retirement plan, if Optionee ceases to be employed by the Company
or a subsidiary for any reason other than (i) termination for
cause, as determined by the Company in its sole discretion, or
(ii) Optionee’s death or Total and Permanent Disability
(as defined below), then during such period after Optionee ceases
to be an employee, this Option shall be exercisable only as to
those shares, if any, (A) with respect to which the Optionee could
have exercised as of the date of such cessation of employment and
(B) for each twelve full months during which Optionee was in
the employ of the Company, or a subsidiary an additional 5% of the
shares granted, (total exercisable shares not to exceed original
grant amount), of this Option, provided all rights under such
Option shall expire, in any event, on the date specified in
Paragraph 2 hereof.
(d) If
Optionee shall die while in the employment of the Company or a
subsidiary, and such deceased Optionee shall not have suffered
Total and Permanent Disability within ninety days prior to death,
then this Option shall be exercisable by the person or persons to
whom Optionee’s rights under the Options all have passed by
will or by applicable laws of descent and distribution, as to all
shares granted to Optionee without regard to exercise limitations
as set forth in Paragraph 2 hereof; provided, however, that
all rights under such Option shall expire in any event on the date
specified in Paragraph 2 hereof.
(e) If
Optionee shall suffer Total and P
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