Jack In The Box 2009 Annual Report Download - page 86

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Version 08-2009
Option & Unit Agreement-2004 Plan
termination, before the Awardee is eligible to retire under a Company sponsored retirement plan, then 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(b) for any other reason.
(c) Retirement, Disability or death If the Awardee has a “separation from service” (within the meaning of Code Section 409A)
from the Company or a subsidiary before the last day of the Performance Period on account of the Awardee’s Retirement, Total and
Permanent Disability, or death, then provided that as of <<date 1 year from start of Performance Period>>, the Awardee is still
employed by the Company, and had been continuously employed by the Company since the date this Unit Award was granted, this
Unit Award shall become vested on such termination date in accordance with the following schedule or in such greater amount as
may be determined by the Board in its sole discretion.
Termination Date Vesting Percentage
<<date 1 year from start Perf Period>> but before <<date 2 years from start Perf Period>> 33%
<<date 2 years from start Perf Period>> but before <<date 3 years from start Perf Period>> 66%
In no event however shall any portion of this Unit Award be considered vested under this Section 3.5(c) prior to the Awardee’s
termination date. As used in this Agreement, Total and Permanent Disability shall mean a physical or mental condition that results in
a total and permanent disability to such extent that the Participant is eligible for disability benefits under the federal Social Security
Act. It shall be the responsibility of the Awardee to notify the Company of any changes in address.
The provisions of this Section 3.5(c) applicable in the event of death shall only apply if the Awardee dies while in the employment of
the Company or a subsidiary, and the Awardee had not been determined to have suffered Total and Permanent Disability within
ninety (90) days of such Awardee’s death.
3.6 TERMINATING TRANSACTIONS. Upon the dissolution or liquidation of the Company, this Unit Award 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”), prior to the Unit Award becoming 100% vested, this Unit Award shall be considered 100% vested
as of the effective date of the transaction and distributed in a single distribution no later than December 31, <<date>> of the
calendar year in which the terminating transaction is effective.