Jack In The Box 2009 Annual Report Download - page 83

Version 08-2009
Option & Unit Agreement-2004 Plan
could have exercised the option as of the date of such cessation of employment.
(c) Retirement. If Awardee is eligible to retire under a Company sponsored retirement plan, if Awardee ceases to be employed
by the Company or subsidiary for any reason other than (i) termination for cause, as determined by the Company’s Board in its sole
discretion, or (ii) Awardee’s death or Total and Permanent Disability (as defined below), then during such period after Awardee
ceases to be an employee, the Option shall be exercisable only as to those shares, if any, (i) with respect to which the Awardee
could have exercised as of the date of such cessation of employment and (ii) for each twelve full months during which Awardee was
in the employ of the Company, or a subsidiary an additional 5% of the shares granted, (total exercisable shares not to exceed
original grant amount), of the Option, provided all rights under such Option shall expire, in any event, on the date specified in
Section 2.2 hereof,
(d) If Awardee shall die while in the employment of the Company or a subsidiary, and such deceased Awardee shall not have
suffered Total and Permanent Disability within ninety days prior to death, then this Option shall be exercisable by the person or
persons to whom Awardee’s rights under the Options all have passed by will or by applicable laws of descent and distribution, as to
all shares granted to Awardee without regard to exercise limitations as set forth in Section 2.2 hereof; provided, however, that all
rights under such Option shall expire in any event on the date specified in Section 2.2 hereof.
(e) If Awardee shall suffer Total and Permanent Disability while in the employment of the Company or a subsidiary, this Option
shall be exercisable only as to those shares which Awardee could exercise as of twelve months following the Awardee’s first day of
absence from work with the Company or a subsidiary due to Total and Permanent Disability, provided, however, that all rights under
such Option shall expire in any event on the date specified in Section 2.2 hereof. As used in this Agreement “Total and Permanent
Disability” is defined as a physical or mental condition that results in a total and permanent disability to such extent that the person is
eligible for disability benefits under the federal Social Security Act.
2.7 BUY OUT OF OPTION GAINS. At any time after an Option becomes exercisable, the Committee shall have the right to elect, in
its sole discretion and without the consent of the holder thereof, to cancel such Option and to pay to the Awardee the excess of the
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 as promptly as possible after the date of the Buy Out Notice. Payments of buy out amounts may be
made in cash, in shares of Common Stock, or partly in cash and partly in shares of Common Stock, as the Committee deems
advisable. To the extent