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 [number of shares (# 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 [ 1 year from grant date ]
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(2)
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One
third on [ 2 years from grant date ]
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(3)
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One
third on [ 3 years from grant 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 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.
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 (as defined below), if Optionee ceases to be
employed by the Company or a subsidiary for any 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, defined herein as reaching age
55 with 10 or more years of service with the Company, its parent,
or a subsidiary, and, 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
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