Jack In The Box 2009 Annual Report Download - page 82

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Version 08-2009
Option & Unit Agreement-2004 Plan
provided on each date as provided in Section 2.2 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.
2.4 EXERCISING THE OPTION. This Option may be exercised only by the Awardee or his or her permitted transferees and only by
the methods set forth herein. Subject to the terms and conditions of the Plan, the Awardee 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.
2.5 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.
2.6 TERMINATION OF EMPLOYMENT.
(a) Termination for Cause. If Awardee ceases to be employed by the Company or a subsidiary because of Awardee’s
discharge for cause, as determined by the Company’s Board of Directors (the “Board”) 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) Involuntary Termination or Voluntary Termination. If Awardee ceases to be employed by the Company or a subsidiary
because of Awardee’s involuntary termination (other than for cause as described above) or voluntary termination, before the
Awardee is i) eligible to retire under a Company sponsored retirement plan, or ii) Awardee’s death or Total and Permanent Disability
(as defined below), then this Option, subject to earlier termination pursuant to Section 2.2 hereof, shall expire ninety days thereafter,
and during such period after Awardee ceases to be an employee, this Option shall be exercisable only as to those shares, if any,
with respect to which the Awardee