Jack In The Box 2009 Annual Report Download

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Table of Contents






 

(Exact name of registrant as specified in its charter)

(State of Incorporation)

(I.R.S. Employer
Identification No.)



(Zip Code)
(Address of principal executive offices)


 
 
Common Stock, $.01 par value NASDAQ
 

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 and Regulations S-T (§ 232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer Accelerated filer oNon-accelerated filer oSmaller reporting company o
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No
The aggregate market value of the common stock held by non-affiliates of the registrant, computed by reference to the closing price reported in
the NASDAQ — Composite Transactions as of April 12, 2009, was approximately $1,457.4 million.
Number of shares of common stock, $.01 par value, outstanding as of the close of business November 12, 2009 — 57,291,586.

Portions of the Proxy Statement to be filed with the Securities and Exchange Commission in connection with the 2010 Annual Meeting of
Stockholders are incorporated by reference into Part III hereof.

Table of contents

  • Page 1
    ... ENDED SEPTEMBER 27, 2009 COMMISSION FILE NUMBER 1-9390 JTCK IN THE BOX INC. (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 95-2698708 (I.R.S. Employer Identification No.) 9330 Balboa Tvenue, San Diego, CT (Address of principal executive offices) 92123...

  • Page 2
    ... Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PTRT III Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related...

  • Page 3
    ... PTRT I ITEM 1. BUSINESS The Company Overview. Jack in the Box Inc. (the "Company"), based in San Diego, California, operates and franchises more than 2,700 Jack in the Box® quick-service restaurants ("QSR") and Qdoba Mexican Grill® fast-casual restaurants. In fiscal 2009, we generated...

  • Page 4
    ... returns for the Company while creating a business model that is less capital intensive and not as susceptible to cost fluctuations. Through the sale of 194 company-operated Jack in the Box restaurants to franchisees and development of 21 new franchised restaurants, we increased franchise ownership...

  • Page 5
    ... units ever opened in a year, and in fiscal 2010 we plan to open 30-40 new restaurants, including approximately 15 company-operated locations. Restaurant Concepts Jack in the Box. Jack in the Box restaurants offer a broad selection of distinctive, innovative products targeted primarily at the adult...

  • Page 6
    ... table summarizes the changes in the number of company-operated and franchised Jack in the Box restaurants since the beginning of fiscal 2005: 2009 2008 Fiscal Year 2007 2006 2005 Company-operated restaurants: Beginning of period New Refranchised Closed Acquired from franchisees End of period...

  • Page 7
    ... value, range from $1.3 million to $1.8 million. Whenever possible, we use sale and leaseback financing and other means to lower the initial cash investment in a typical Jack in the Box restaurant to the cost of equipment, which averages approximately $0.4 million. Qdoba restaurant development costs...

  • Page 8
    ... are operated by a company-employed manager or a franchisee that is directly responsible for the operations of the restaurant, including product quality, service, food safety, cleanliness, inventory, cash control and the conduct and appearance of employees. Our restaurant managers are required to...

  • Page 9
    ... items, are delivered directly by approved suppliers to both company and franchise-operated restaurants. In 2009, we outsourced the transportation services portion of our supply chain to JB Hunt as a means of reducing our risk associated with the transportation business without increasing our costs...

  • Page 10
    ...President, Chief Development Officer Vice President, Human Resources and Operational Services Vice President, Investor Relations and Corporate Communications Chief Executive Officer and President, Qdoba Restaurant Corporation 22 36 6 2 19 23 12 1 6 The following sets forth the business experience...

  • Page 11
    ... registered trademark and service mark in the United States. In addition, we have registered numerous service marks and trade names for use in our businesses, including the Jack in the Box logo, the Qdoba logo and various product names and designs. Seasonality Restaurant sales and profitability are...

  • Page 12
    ...food products offered, price, quality and speed of service, personnel, advertising, name identification, restaurant location and attractiveness of the facilities. Each Jack in the Box and Qdoba restaurant competes directly and indirectly with a large number of national and regional restaurant chains...

  • Page 13
    ... and employee benefits (including increases in hourly wages, workers' compensation and other insurance costs and premiums), increases in the number and locations of competing restaurants, regional weather conditions and the availability of qualified, experienced management and hourly employees, may...

  • Page 14
    ...image at our restaurants, introducing new, higher-quality products, discontinuing certain menu items, and implementing new service and training initiatives. However, there can be no assurance (i) that our facility improvements will foster increases in sales and yield the desired return on investment...

  • Page 15
    ... for filing our tax returns that differ from the treatment for financial reporting purposes. The ultimate outcome of such positions could have an adverse impact on our effective tax rate. Risks Related to Achieving Increased Franchise Ownership and Reducing Operating Costs. At September 27, 2009...

  • Page 16
    ...of information. The costs of compliance, including increased investment in technology in order to protect such information, may negatively impact our margins. Changes in, and the cost of compliance with, government regulations could have a material adverse effect on our operations. Risks Related to...

  • Page 17
    ... negatively impact our results. ITEM 1B. None. UNRESOLVED STAFF COMMENTS ITEM 2. PROPERTIES The following table sets forth information regarding our Jack in the Box and Qdoba restaurant properties as of September 27, 2009: CompanyOperated Franchised Total Company-owned restaurant buildings...

  • Page 18
    ... expiring as follows: Number of Restaurants Ground Land and Leases Building Leases Fiscal Year 2010 - 2014 169 137 332 2015 - 2019 2020 - 2024 561 383 190 144 2025 and later 62 Our principal executive offices are located in San Diego, California in an owned facility of approximately 150...

  • Page 19
    ...compensation plans under which Company common stock may be issued as of September 27, 2009. Stockholders of the Company approved all plans. (b) Weighted- (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) Tverage Exercise Price of Outstanding Options...

  • Page 20
    ... Company's common stock at September 30th of each year (except 2004 when the comparison date is October 3 due to the fifty-third week in fiscal 2004) to the yearly weighted cumulative return of a Restaurant Peer Group Index and to the Standard & Poor's ("S&P") 500 Index for the same period. In 2009...

  • Page 21
    ... outstanding - Diluted(2) Market price at year-end Other Operating Data: Jack in the Box restaurants: Company-operated average unit volume Change in company-operated same-store sales Qdoba restaurants: System average unit volume Change in system same-store sales Restaurant operating margin SG&A rate...

  • Page 22
    ... of earnings. The quick-service restaurant industry is complex and challenging. Challenges currently facing the sector include higher levels of consumer expectations, intense competition with respect to market share, restaurant locations, labor, menu and product development, changes in the economy...

  • Page 23
    ... • New Restaurant Growth. Unit expansion was strong during the year, with the opening of 126 new Jack in the Box and Qdoba company-operated and franchised restaurants. Both brands opened restaurants in new markets during the year, with sales volumes above system averages. • Re-Image Program. We...

  • Page 24
    ... selling price increases. Payroll and employee benefit costs improved to 29.7% of restaurant sales in 2009 and 2008 from 30.0% in 2007, due primarily to labor productivity initiatives and lower workers' compensation costs which more than offset minimum wage increases. Occupancy and other costs were...

  • Page 25
    ... the cash surrender value of our COLI policies, net, losses related to hurricanes and an increase in facility charges related to the Jack in the Box re-image program, the kitchen enhancement project and the impairment of seven restaurants we continue to operate. Gains on the sale of company-operated...

  • Page 26
    ... cash requirements consist principally of: • working capital; • capital expenditures for new restaurant construction and restaurant renovations; • income tax payments; • debt service requirements; and • obligations related to our benefit plans. Based upon current levels of operations and...

  • Page 27
    ...the sale of company-operated restaurants to franchisees, lower spending for purchases of property and equipment and an increase in collections on notes receivable, offset in part by an increase in spending related to assets held for sale and leaseback and cash used in 2009 to acquire Qdoba franchise...

  • Page 28
    ...In the first quarter of 2009, Qdoba acquired 22 franchise-operated restaurants for approximately $6.8 million, net of cash received. The total purchase price was allocated to property and equipment, goodwill and other income. The restaurants acquired are located in Michigan and Los Angeles, which we...

  • Page 29
    ... the issuance of common stock decreased $4.1 million in 2009 reflecting a decline in the exercise of employee stock options compared with 2008, which also resulted in a corresponding decrease in tax benefits from sharebased compensation. As options granted are exercised, the Company will continue to...

  • Page 30
    ... and employees to work toward the financial success of the Company. Share-based compensation cost for our stock option grants is estimated at the grant date based on the award's fair-value as calculated by an option pricing model and is recognized as expense ratably over the requisite service period...

  • Page 31
    ...our annual effective income tax rate as additional information on outcomes or events becomes available. Our estimates are based on the best available information at the time that we prepare the income tax provision. We generally file our annual income tax returns several months after our fiscal year...

  • Page 32
    ... various other market conditions outside our control. Our ability to recover increased costs through higher prices is limited by the competitive environment in which we operate. From time to time, we enter into futures and option contracts to manage these fluctuations. At September 27, 2009, we had...

  • Page 33
    ...Integrated Framework. Management has concluded that, as of September 27, 2009, the Company's internal control over financial reporting was effective based on these criteria. The Company's independent registered public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of our...

  • Page 34
    ... in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our...

  • Page 35
    ... be addressed to Jack in the Box Inc., 9330 Balboa Avenue, San Diego, CA 92123, Attention: Corporate Secretary. The Company's primary website can be found at www.jackinthebox.com. We make available free of charge at this website (under the caption "Investors - SEC Filings") all of our reports filed...

  • Page 36
    ... Statement appearing under the caption "Independent Registered Public Accountant Fees and Services" to be filed with the Commission pursuant to Regulation 14A within 120 days after September 27, 2009 and to be used in connection with our 2010 Annual Meeting of Stockholders is hereby incorporated by...

  • Page 37
    ... the quarter ended January 18, 2009. 10.13.1* First amendment dated September 14, 2007 to the Executive Deferred Compensation Plan, which is incorporated herein by reference from the registrant's Annual Report on Form 10-K for the year ended September 30, 2007. 10.14(a)* Schedule of Restricted Stock...

  • Page 38
    ... quarter ended July 5, 2009. Jack in the Box Inc. Non-Employee Director Stock Option Award Agreement under the 2004 Stock Incentive Plan, which is incorporated herein by reference from the registrant's Current Report on Form 8-K dated November 10, 2005. 10.16.4* Form of Restricted Stock Unit Award...

  • Page 39
    ...P. REBEL Jerry P. Rebel Executive Vice President and Chief Financial Officer (principal financial officer) (Duly Authorized Signatory) Date: November 19, 2009 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of...

  • Page 40
    ... Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Earnings Consolidated Statements of Cash Flows Consolidated Statements of Stockholders' Equity Notes to Consolidated Financial Statements F-2 F-3 F-4 F-5 F-6 F-7 Schedules not filed...

  • Page 41
    ... benefit plans in fiscal 2007 and its method of accounting for uncertainty in income taxes in fiscal 2008 due to the adoption of new accounting pronouncements. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Jack in the Box...

  • Page 42
    ... BOX INC. TND SUBSIDITRIES CONSOLIDTTED BTLTNCE SHEETS September 27, 2009 September 28, 2008 (Dollars in thousands, except per share data) TSSETS Current assets: Cash and cash equivalents Accounts and other receivables, net Inventories Prepaid expenses Deferred income taxes Assets held for sale...

  • Page 43
    ...Fiscal Year 2009 2008 2007 (Dollars in thousands, except per share data) Revenues: Restaurant sales Distribution sales Franchised restaurant revenues Operating costs and expenses: Food and packaging costs Payroll and employee benefits Occupancy and other Company restaurant costs Distribution costs...

  • Page 44
    ...finance cost amortization Deferred income taxes Share-based compensation expense Pension and postretirement expense Losses (gains) on cash surrender value of company-owned life insurance Gains on the sale of company-operated restaurants, net Gains on the acquisition of franchise-operated restaurants...

  • Page 45
    ... Shares issued under stock plans, including tax benefit - 119,279 795,657 - - (1,855) 118,408 - - 118,408 $ 912,210 7,279 124,574 457,111 Share-based compensation Change in pension and postretirement plans' measurement date, net Comprehensive income: Net earnings Unrealized gains on interest rate...

  • Page 46
    ... 30. Fiscal years 2009, 2008 and 2007 include 52 weeks. Use of estimates - In preparing the consolidated financial statements in conformity with U.S. generally accepted accounting principles, management is required to make certain assumptions and estimates that affect reported amounts of assets...

  • Page 47
    ... 1,029 $112,994 Property and equipment, at cost - Expenditures for new facilities and equipment, and those that substantially increase the useful lives of the property, are capitalized. Facilities leased under capital leases are stated at the present value of minimum lease payments at the beginning...

  • Page 48
    ... provided the use of land and building, generally for a period of 20 years, and is required to pay negotiated rent, property taxes, insurance and maintenance. In order to renew a franchise agreement upon expiration, a franchisee must obtain the Company's approval and pay then current fees. Expenses...

  • Page 49
    ...a loss of $2.4 million relating to the anticipated sale of a lower-performing Jack in the Box company-operated market. Gift cards - We sell gift cards to our customers in our restaurants and through selected third parties. The gift cards sold to our customers have no stated expiration dates and are...

  • Page 50
    ... at all company-operated Jack in the Box and Qdoba restaurants, respectively, as well as contractual marketing fees paid monthly by franchisees. Production costs of commercials, programming and other marketing activities are charged to the marketing funds when the advertising is first used for its...

  • Page 51
    ... balance sheet for the fiscal year ended September 28, 2008, and the operating results have been classified as discontinued operations for all periods presented. In the fourth quarter of fiscal 2009, we completed the sale of all 61 locations. We received cash proceeds of $34.4 million and...

  • Page 52
    ...discontinued operations for fiscal 2009 (through the date of sale), 2008 and 2007 were as follows (in thousands) : 2009 2008 2007 Revenue Operating (losses) income $272,202 (20,439) $461,888 1,749 $362,547 1,500 3. TCQUISITIONS We account for the acquisition of franchised restaurants using the...

  • Page 53
    ... upon valuation models as reported by our counterparties. (2) We maintain an unfunded defined contribution plan for key executives and other members of management excluded from participation in our qualified savings plan. The fair value of this obligation is based on the closing market prices of the...

  • Page 54
    ...as weather and various other market conditions outside our control. Our ability to recover increased costs through higher prices is limited by the competitive environment in which we operate. Therefore, from time to time, we enter into futures and option contracts to manage these fluctuations. These...

  • Page 55
    ...subject to a number of customary covenants under our credit facility, including limitations on additional borrowings, acquisitions, loans to franchisees, capital expenditures, lease commitments, stock repurchases and dividend payments, and requirements to maintain certain financial ratios. Following...

  • Page 56
    ... of our leases also have rent escalation clauses and require the payment of property taxes, insurance and maintenance costs. We also lease certain restaurant, office and warehouse equipment, as well as various transportation equipment. Minimum rental obligations are accounted for on a straight-line...

  • Page 57
    ... Jack in the Box restaurants and the write-down of the carrying value of one Jack in the Box restaurant, which we continued to operate. We also recognized accelerated depreciation and other costs on the disposition of property and equipment of $15.9 million primarily relating to our re-image program...

  • Page 58
    ...) Income tax expense (benefit) from discontinued operations A reconciliation of the federal statutory income tax rate to our effective tax rate is as follows: 2009 2008 2007 Computed at federal statutory rate State income taxes, net of federal tax benefit Benefit of jobs tax credits Benefit of...

  • Page 59
    ...to time, we may take positions for filing our tax returns, which may differ from the treatment of the same item for financial reporting purposes. The ultimate outcome of these items will not be known until the Internal Revenue Service has completed its examination or until the statute of limitations...

  • Page 60
    ...of employment. Postretirement healthcare plans - We also sponsor healthcare plans that provide postretirement medical benefits to certain employees who meet minimum age and service requirements. The plans are contributory; with retiree contributions adjusted annually, and contain other cost-sharing...

  • Page 61
    ... Health Plans 2009 2008 Change in benefit obligation: Obligation at beginning of year Service cost Interest cost Participant contributions Actuarial loss (gain) Benefits paid Effect of change in measurement date Plan amendment and other Obligation at end of year Change in plan assets: Fair value...

  • Page 62
    ... also reflects the actuarial present value of benefits attributable to employee service rendered to date, but does not include the effects of estimated future pay increases. Therefore, the ABO as compared to plan assets is an indication of the assets currently available to fund vested and nonvested...

  • Page 63
    ... Rate of future compensation increases Non-qualified pension plan: Discount rate Rate of future compensation increases Postretirement health plans: Discount rate Tssumptions used to determine net periodic benefit cost(2): Qualified pension plans: Discount rate Long-term rate of return on assets Rate...

  • Page 64
    ... service and interest components of net periodic benefit cost for 2009 would decrease by $0.2 million. Plan assets - Our investment strategy is to seek a competitive rate of return relative to an appropriate level of risk. Our asset allocation strategy utilizes multiple investment managers in order...

  • Page 65
    ..., 2009 and include estimated future employee service. 12. SHTRE-BTSED EMPLOYEE COMPENSTTION Stock incentive plans - We offer share-based compensation plans to attract, retain, and motivate key officers, non-employee directors, and employees to work toward the financial success of the Company. Our...

  • Page 66
    ...employees meeting certain age and years of service thresholds. Options granted to non-management directors vest at six months. All option grants provide for an option exercise price equal to the closing market value of the common stock on the date of grant. The following is a summary of stock option...

  • Page 67
    ... of risk-free rates based on published U.S. Treasury spot rates in effect at the time of grant and has a term equal to the expected life of the related options. The dividend yield assumption is based on the Company's history and expectations of dividend payouts. The expected stock price volatility...

  • Page 68
    ... issued to certain executives under our share ownership guidelines and annual option grants previously granted to our non-management directors. Our nonvested stock units vest upon retirement or termination based upon years of service. No such units were vested as of September 27, 2009. These awards...

  • Page 69
    ...gains (losses) related to cash flow hedges Tax effect Net realized gains reclassified into net earnings on liquidation of interest rate swaps Tax effect $ 118,408 42 (21) Effect of unrecognized net actuarial gains (losses) and prior service cost Tax effect Total comprehensive income 21 - - - (102...

  • Page 70
    .... Potentially dilutive common shares include stock options, nonvested stock awards and units, non-management director stock equivalents and shares issuable under our employee stock purchase plan. Performance-vested stock awards are included in the average diluted shares outstanding each period if...

  • Page 71
    ...-branded restaurant operations business, our segments comprise results related to system restaurant operations for our Jack in the box and Qdoba brands. This segment reporting structure reflects the Company's current management structure, internal reporting method, and financial information used in...

  • Page 72
    ... earnings from operations. Summarized financial information concerning our reportable segment is shown in the following table (in thousands) : 2009 2008 2007 Revenues by Segment: Jack in the Box restaurant operations segment Qdoba restaurant operations segment Distribution operations Consolidated...

  • Page 73
    ... to facilitate the closing of refranchising transactions. 20. UNTUDITED QUTRTERLY RESULTS OF OPERTTIONS (in thousands, except per share data) 16 Weeks Ended 12 Weeks Ended Fiscal Year 2009 Jan. 18, 2009 Tpr. 12, 2009 July 5, 2009 Sept. 27, 2009 Revenues Earnings from operations Net earnings...

  • Page 74
    ... of operations for the quarter ending July 5, 2009 includes a charge of $14.1 million, net of taxes, or $0.25 and $0.24 per basic and diluted share, respectively, related to the sale of our Quick Stuff convenience stores. Refer to Note 2, Discontinued Operations, for additional information. 21...

  • Page 75
    ...-2004 Plan JACK IN THE BOX INC. NON EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD UNDER THE 2004 STOCK INCENTIVE PLAN THIS AGREEMENT is made as of between Jack in the Box Inc., a Delaware corporation (the "Company"), and «full name» (the "Awardee"). RECITALS The Compensation Committee...

  • Page 76
    ... and the regulations and other guidance issued thereunder. 8. LEGALITY. The Company is not required to issue any shares of Common Stock subject to this Award until all applicable requirements of the Securities and Exchange Commission (the "SEC"), the California Department of Corporations or other...

  • Page 77
    ... restrictions are no longer applicable. 9. ADJUSTMENTS IN STOCK. Subject to the provisions of the Plan, if the outstanding shares of the Company of the class subject to this Award are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities as...

  • Page 78
    ... such numbers of shares of Common Stock as will be sufficient to satisfy the requirements of this Award, shall pay all fees and expenses necessarily incurred by the Company in connection therewith, and will from time to time use its best efforts to comply with all laws and regulations which...

  • Page 79
    Version 10-2009 RSU Agreement-2004 Plan this Agreement signed by, or binding upon, Awardee shall be valid and binding upon any and all persons or entities (other than the Company) who may, at any time, have or claim any rights under or pursuant to this Agreement (including all Awardees hereunder) in...

  • Page 80
    ... WITNESS WHEREOF , the Company has caused this Award to be granted on its behalf by its President or one of its Vice Presidents and Awardee has hereunto set his hand on the day and year first above written. Jack in the Box Inc. By: Awardee Signature Name Street Address City and State 6

  • Page 81
    ... shares of Common Stock, at the exercise price of $ 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. 2.2 OPTION TERM: TIMES OF EXERCISE OR SALE. The Option shall...

  • Page 82
    ... 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...

  • Page 83
    ... fair market value of the shares of Common Stock covered by such Option over the Option Exercise Price of such option at the date the Committee provides written notice (the "Buy Out Notice") of the intention to exercise such right. Buyouts pursuant to this provision shall be effected by the Company...

  • Page 84
    ... 08-2009 Option & Unit Agreement-2004 Plan payment is made in Common Stock, the number of shares shall be determined by dividing the amount of the payment to be made by the fair market value of a share of Common Stock at the date of the Buy Out Notice. In no event shall the Company be required to...

  • Page 85
    ... be denominated in cash, subject to any income taxes, FICA, state disability insurance or other similar payroll and withholding taxes arising from the receipt or vesting of the Unit Award. The Company, to the extent permitted by law, may deduct any such tax obligations from any payment of any kind...

  • Page 86
    ...(ii) sale of all or substantially all of the Company's assets to any other person or entity (other than a wholly-owned subsidiary), or (iii) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) more than 50% of the outstanding shares of Common Stock by...

  • Page 87
    ... Securities Act. 6 LEGALITY. The Company shall not be required to issue any shares of Common Stock subject to this Award unless and until all applicable requirements of the Securities and Exchange Commission (the "SEC"), the California Department of Corporations or other regulatory agencies having...

  • Page 88
    Version 08-2009 Option & Unit Agreement-2004 Plan increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities as a result of one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends and the like, ...

  • Page 89
    Version 08-2009 Option & Unit Agreement-2004 Plan 14 MISCELLANEOUS. (a) This writing constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except by a written agreement signed by Awardee and the Company other than as provided in ...

  • Page 90
    Version 08-2009 Option & Unit Agreement-2004 Plan Company of any particular tax effect to Awardee provided pursuant to the Agreement. (h) Whenever the pronouns "he" or "his" are used herein they shall also be deemed to mean "she" or "hers" or "it" or "its" whenever applicable. Words in the singular ...

  • Page 91
    ... Company has caused this Award to be executed on its behalf by its President or one of its Vice Presidents and Awardee has hereunto set his hand on the day and year first above written. JACK IN THE BOX INC. By: AWARDEE Signature Signature Name Street Address City, State Zip Social Security Number

  • Page 92
    ... paragraph that states that Jack in the Box Inc. changed its method of accounting for defined benefit plans in fiscal 2007 and its method of accounting for uncertainty in income taxes in fiscal 2008 due to the adoption of new accounting pronouncements. /s/ KPMG LLP San Diego, California November 19...

  • Page 93
    ...in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who...

  • Page 94
    ...in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who...

  • Page 95
    ... of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. /s/ LINDA A. LANG Linda A. Lang Chief Executive Officer Dated: November 19, 2009

  • Page 96
    ... the Securities Exchange Act of 1934 (15 U.S.C. 78m); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. /s/ JERRY P. REBEL Jerry P. Rebel Chief Financial Officer Dated: November 19, 2009