Jack In The Box 2009 Annual Report Download - page 84

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Version 08-2009
Option & Unit Agreement-2004 Plan
payment is made in Common Stock, the number of shares shall be determined by dividing the amount of the payment to be made by
the fair market value of a share of Common Stock at the date of the Buy Out Notice. In no event shall the Company be required to
deliver a fractional share of Common Stock in satisfaction of this buy out provision. Payments of any such buy out amounts shall be
made net of any applicable foreign, federal (including FICA), state and local withholding taxes. For the purposes of this provision, fair
market value shall be equal to the average of the high and low prices at which a share of the Company Common Stock is traded on
the NASDAQ Exchange on the relevant date.
2.8 TERMINATING TRANSACTIONS. Upon the dissolution or liquidation of the Company, this Option shall terminate. Upon the
occurrence of any (i) merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary
of another entity whose shareholders did not own all or substantially all of the Company’s Common Stock immediately prior to such
transaction), (ii) sale of all or substantially all of the Company’s assets to any other person or entity (other than a wholly-owned
subsidiary), or (iii) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) more than 50% of
the outstanding shares of Common Stock by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (collectively a “Terminating Transaction”), this Option shall terminate unless provision
be made in writing in connection with such transaction for the assumption of the Option or the substitution for the Option of a new
option covering the stock of a successor employer corporation, or a parent or subsidiary thereof or of the Company, with appropriate
adjustments as to the number and kind of shares and prices, in which event this Option shall continue in the manner and under the
terms so provided. If this Option shall terminate pursuant to the foregoing sentence, the person then entitled to exercise the Option
shall have the right, at such time immediately prior to the consummation of the Terminating Transaction as the Company shall
designate, to exercise this Option to the full extent not theretofore exercised, including any installments previously not exercisable
prior to the Terminating Transaction. Adjustments under this section shall be made by the Committee, whose determination as to
what adjustments shall be made and the extent thereof shall be conclusive. No fractional shares of stock shall be issued under this
Option or in connection with any such adjustment.
2.9 RESPONSIBILITY FOR EXERCISE. The Awardee hereby acknowledges that he or she is responsible for taking any and all
actions as may be required to exercise this Option in a timely manner and for properly executing any such documents as may be
required for exercise in accordance with such rules and procedures as may be established by the Committee from time to time. By
signing this agreement the Awardee acknowledges that information regarding the procedures and requirements for this exercise of
the Option is available upon request. The Company shall have not duty or obligation to notify the Awardee of the expiration date of
this Option.
III. UNIT AWARD
3.1 UNIT AWARD. The Committee hereby grants <<# units>> Performance Units to the Awardee on the terms and conditions set
forth herein.