Jack In The Box 2009 Annual Report Download - page 76

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Version 10-2009
RSU Agreement-2004 Plan
4. CONSIDERATION. This Award has been granted in consideration of the Awardee’s continued service as a non-employee
director of the Company and acceptance by the Awardee of the terms and conditions set forth in the Plan and in the Agreement.
5. DISTRIBUTION. An Award that has become vested in accordance with Section 2 of this Agreement shall be distributed to the
Awardee in the form of one share of Common Stock of the Company for each restricted stock unit, in a single lump sum, subject to
Section 2, Section 3, or Section 7 of this agreement, within 30 days after the vesting of the Award. The certificates for the Award
Shares shall be registered in the name of the Awardee (as evidenced by the appropriate entry on the books of the Company or a
duly authorized transfer agent of the Company).
6. NONTRANSFERABILITY OF AWARD. This Award is not transferable otherwise than by will or the laws of descent and
distribution. This Award shall not be otherwise transferred, assigned, pledged, hypothecated or otherwise disposed of in any way,
whether by operation of law or otherwise, and shall not be subject to execution, attachment or similar process. Upon any attempt to
transfer this Award otherwise than by will or the laws of descent and distribution or to assign, pledge, hypothecate or otherwise
dispose of this Award, or upon the levy of any execution, attachment or similar process upon this Award, this Award shall
immediately terminate and become null and void.
7. TERMINATION OF SERVICE. If the Awardee terminates service to the Company because of the Awardee’s removal as a
director for cause, as determined by the Company’s Board of Directors in its sole discretion, this Award shall expire concurrently with
such termination of Service.
If the Awardee terminates service to the Company other than because of the Awardee’s removal as a director for cause, as
determined by the Board of Directors in its sole discretion, then this Award shall be considered 100% vested on such termination of
service and distributed to the Awardee within thirty (30) days after such termination of service, or to the person or persons to whom
Awardee’s rights under the Award have passed by will or by applicable laws of descent and distribution (provided that the term
“termination of service” shall have the same meaning as the term “separation from service” under Code Section 409A 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 regulatory
agencies having jurisdiction with respect to such issuance, and any exchanges upon which the Common Stock may be listed, shall
have been fully complied with.
If shares of Common Stock subject to this Award are being distributed subject to restrictions or if the rules and interpretations of
the SEC so require, such shares may be issued only if the Awardee represents and warrants in writing to the Company that the
shares are being acquired for investment and not with a view to the distribution thereof, and any certificates issued upon distribution
of the shares shall bear
2