Jack In The Box 2009 Annual Report Download - page 89

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Version 08-2009
Option & Unit Agreement-2004 Plan
14 MISCELLANEOUS.
(a) This writing constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or
amended except by a written agreement signed by Awardee and the Company other than as provided in paragraph (g) below
Anything in this Agreement to the contrary notwithstanding, any modification or amendment of this Agreement by a written agreement
signed by, or binding upon, Awardee shall be valid and binding upon any and all persons or entities who may, at any time, have or
claim any rights under or pursuant to this Agreement (including all Awardees hereunder) in respect of the Award granted to the
Awardee.
(b) No waiver of any breach or default hereunder shall be considered valid unless in writing and no such waiver shall be deemed
a waiver of any subsequent breach or default of the same or similar nature. Anything in this Agreement to the contrary
notwithstanding, any waiver, consent or other instrument under or pursuant to this Agreement signed by, or binding upon, Awardee
shall be valid and binding upon any and all persons or entities (other than the Company) who may, at any time, have or claim any
rights under or pursuant to this Agreement (including all Awardees hereunder) in respect of the Award originally granted to Awardee.
(c) Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the Company,
its successors and assigns, and Awardee and his heirs, personal representatives, successors and assigns; provided, however, that
nothing contained herein shall be construed as granting Awardee the right to transfer any of his Award except in accordance with
this Agreement.
(d) If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and
this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.
(e) The section headings contained herein are for the purposes of convenience only and are not intended to define or limit the
contents of said sections.
(f) Each party hereto shall cooperate and shall take such further action and shall execute and deliver such further documents as
may be reasonably requested by any other party in order to carry out the provisions and purposes of this Agreement.
(g) This Agreement is intended to comply with Section 409A and shall be administered, interpreted and construed in a manner
consistent with Section 409A. Should any provision of this Agreement be found not to comply with the provisions of Section 409A, it
shall be modified and given effect, in the sole discretion of the Committee and without requiring Awardee’s consent (notwithstanding
the provisions of Section 9 or paragraph (a) above), in such manner as the Committee determines to be necessary or appropriate to
comply with, or to effectuate an exemption from, Section 409A. The preceding provisions, however, shall not be construed as a
guarantee by the