Jack In The Box 2009 Annual Report Download - page 87

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Version 08-2009
Option & Unit Agreement-2004 Plan
OPTION AND PERFORMANCE UNIT AWARDS
4 AWARD AS COMPENSATION. No amount attributable to this Award shall be considered as compensation for the purposes of
any other Company sponsored plan.
5 NON-TRANSFERABILITY. Except as otherwise provided in this Paragraph, this Award is not transferable other than by will or the
laws of descent and distribution. This Award shall not be otherwise transferred, assigned, pledged, hypothecated or disposed of in
any way, whether by operation of law or otherwise, and shall not be subject to execution, attachment or similar process. Upon any
attempt to transfer this Award otherwise than by will or the laws of descent and distribution or to assign, pledge, hypothecate or
otherwise dispose of this Award, other than as permitted herein, or upon the levy of any execution, attachment or similar process
upon this Award, this Award shall immediately terminate and become null and void. Notwithstanding the foregoing, with the
approval of the Committee, the Option may be transferred to a trust for the benefit of the Awardee or the Awardee’s “family
member” as that term is defined in the General Instructions to Form S-8 Registration Statement under the Securities Act.
6 LEGALITY. The Company shall not be required to issue any shares of Common Stock subject to this Award unless and until all
applicable requirements of the Securities and Exchange Commission (the “SEC”), the California Department of Corporations or
other regulatory agencies having jurisdiction with respect to such issuance, and any exchanges upon which the Common Stock
may be listed, shall have been fully compiled with. If the shares of Common Stock subject to this Award are being distributed
subject to restrictions or if the rules and interpretations of the SEC so require, such shares may be issued only if Awardee
represents and warrants in writing to the Company that the shares are being acquired for investment and not with a view to the
distribution thereof, and any certificates issued upon distribution of the shares shall bear appropriate legends setting forth the
restrictions on transfer of such shares. Such legends may not be removed until the Company so requests, based on the opinion of
the Company’s counsel that the restrictions are no longer applicable. Notwithstanding any other provision in this Agreement, if the
distribution of shares under the Unit Award would otherwise occur on a day on which the sale of such shares would violate the
provisions of the Company’s Insider Trading Policy, then the distribution of such shares shall occur on the next day on which the
sale of such shares would not violate the Insider Trading Policy, to the extent permitted under Section 409A. For purposes of this
Agreement, “Insider Trading Policy” means the written policy of the Company pertaining to the purchase, sale, transfer or other
disposition of the Company’s equity securities by directors, officers, employees or other service providers who may possess
material, nonpublic information regarding the Company or its securities.
7 ADJUSTMENTS IN STOCK. Subject to the provisions of the Plan, if the outstanding shares of the Company Common Stock of the
class subject to this Award are