Jack In The Box 2009 Annual Report Download - page 77

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Version 10-2009
RSU Agreement-2004 Plan
appropriate legends setting forth the restrictions on transfer of such shares. Such legends may not be removed until the Company so
requests, based on the opinion of the Company’s Counsel that the restrictions are no longer applicable.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
a result of one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends and the like, appropriate
adjustments, to be conclusively determined by the Committee, shall be made in the number and/or type of shares or securities
subject to this Award consistent with any and all changes stipulated above, and any fractional shares resulting from adjustments will
be rounded down to the nearest whole number.
10. TERMINATING TRANSACTIONS. Upon the dissolution or liquidation of the Company prior to the Award becoming 100%
vested this Award shall terminate. Upon the occurrence of a Change in Control (as defined in the Plan), this Award shall be
considered 100% vested as of the date of the Change in Control and distribution will be made in the form described in Section 5
within thirty (30) days after the occurrence of the Change in Control.
11. PLAN CONTROLS. The Award and all terms and conditions set forth in this Agreement are subject in all respects to the terms
and conditions of the Plan as may be amended from time to time, (but no amendment shall adversely affect the Awardee’s rights
under this Award) and any rules and regulations promulgated by the Committee, which shall be controlling. All constructions,
interpretations, rule determinations or other actions taken by the Committee shall be final, binding and conclusive on all interested
parties, including the Company and its subsidiaries and all former, present and future employees of the Company or its subsidiaries.
Capitalized terms that are not defined herein shall have the definition given to them in the Plan.
12. ARBITRATION. Any dispute or claim concerning any Award granted (or not granted) pursuant to the Plan and this agreement
and any other disputes or claims relating to or arising out of the Plan and this agreement shall be fully, finally and exclusively
resolved by binding arbitration conducted in San Diego, California, by either (i) the American Arbitration Association in accordance
with its rules and procedures, or (ii) by any party mutually agreed upon by the Committee and the claimant. By accepting an Award,
the Awardee and the Company waive their respective rights to have any disputes or claims tried by a judge or jury.
13. RIGHTS AS A SHAREHOLDER. Nothing in the Plan or in this Agreement shall confer upon the Awardee any rights as a
stockholder with respect to any Award Shares prior to the date of the issuance of a certificate for such Award Shares to the Awardee.
14. LAWS APPLICABLE TO CONSTRUCTION. This Agreement shall be deemed to be a contract under the laws of the State of
Delaware and for all purposes shall be construed and enforced in accordance with the internal laws of the State of Delaware without
regard to the principles of conflicts of law.
3