Jack In The Box 2009 Annual Report Download - page 85

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Version 08-2009
Option & Unit Agreement-2004 Plan
3.2 VESTING. The Unit Award shall become vested upon the achievement of long-term Company Performance Goals established
for the Performance Period, <<performance period end date>>, as described in Appendix I to this Award, the achievement of which
shall be determined by the Committee after the end of the Performance Period. No portion of the Unit Award shall become vested at
any time prior to the end of the Performance Period except as provided in Section 3.5 (Termination of Employment) or Section 3.6
(Terminating Transactions) of this Agreement. The Awardee must be employed by the Company or a Subsidiary Corporation
continuously from the date of this Award through the last day of <<performance period end date>> to receive payment of the Unit
Award due to satisfaction of the Company Performance Goals. If any shares subject to this Award would otherwise become vested
on a day on which the sale of such shares would violate the provisions of the Company’s Insider Trading policy, then such vesting
automatically shall be deemed to occur on the next day on which the sale of such shares would not violate the Insider Trading policy.
3.3 PERFORMANCE PERIOD. The performance period for the Unit Award shall be the period that begins on <<date>> and ends
on <<date>> (the “Performance Period”).
3.4 DISTRIBUTION. A Unit Award that has become vested in accordance with Section 3.2 of this Agreement due to achievement
of the Performance Goals will be denominated in cash, subject to any income taxes, FICA, state disability insurance or other similar
payroll and withholding taxes arising from the receipt or vesting of the Unit Award. The Company, to the extent permitted by law, may
deduct any such tax obligations from any payment of any kind otherwise due to the Awardee, and the net balance will be settled in
whole shares of Common Stock of the Company (“Award Shares”) and distributed in a single distribution no later than December 31,
<<date>> of the calendar year in which the Performance Period ends. 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).
3.5 TERMINATION OF EMPLOYMENT.
(a) Termination for Cause. If the Awardee is terminated for cause (as determined by the Company’s Board of Directors (the
“Board”) in its sole discretion) prior to <<last date of the Performance Period>>, then this Unit Award will be automatically forfeited by
the Awardee concurrently with such termination of employment, unless otherwise determined by the Board in its sole discretion, and
the Awardee shall not be deemed vested in any portion of this Unit Award, regardless of any vesting percentage which might have
applied to such Unit Award on account of this Section 3.5(a) for any other reason.
(b) Involuntary Termination or Voluntary Termination. If the 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