Jack In The Box 2009 Annual Report Download - page 75

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Exhibit 10.16.4(a)
Version 10-2009
RSU Agreement-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 <<date>> 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 <<date>>,(the “Grant Date”), this award of Restricted Stock
Units (RSUs), 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 UNIT AWARD. The Committee hereby grants «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 10 (Terminating
Transactions) of this Agreement, this Award shall vest 100% on the first business day 12 months from the grant date (<<Vest
Date>>), subject to any deferral election made pursuant to Section 3. 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. No portion of this Award shall become vested prior to the first anniversary of the Grant Date except as provided in
Section 7 or Section 10 of this Agreement.
3. DEFERRAL ELECTION. An Awardee may elect to defer all or any portion of this Award provided such election is made on a
timely basis in compliance with the requirements of Internal Revenue Code Section 409A (“Code section 409A”) and the regulations
and other guidance issued thereunder. An Awardee’s election with respect to the deferral of an Award shall be submitted in writing
and in a form reasonably acceptable to the General Counsel within the time period established by the Company in accordance with
the preceding sentence. Such election to defer shall specify the date on which distribution shall be made in the form described in
Section 5, provided, however, that distribution on such fixed date shall be subject to the provisions of Section 7 or Section 10 of this
Agreement. An Awardee who fails to make an express election with respect to the deferral of an Award shall be deemed to have
elected not to defer the Award.
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