Jack In The Box 2010 Annual Report Download

Download and view the complete annual report

Please find the complete 2010 Jack In The Box annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 93

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93

Table of Contents




 




(Exact name of registrant as specified in its charter)
Delaware 95-2698708
(State of Incorporation) (I.R.S. Employer Identification No.)
9330 Balboa Avenue, San Diego, CA 92123
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (858) 571-2121
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $0.01 par value NASDAQ
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes o No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 and Regulations S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Yes No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer o Non-accelerated filer o Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No
The aggregate market value of the common stock held by non-affiliates of the registrant, computed by reference to the closing price reported in the
NASDAQ — Composite Transactions as of April 11, 2010, was approximately $1,302.3 million.
Number of shares of common stock, $0.01 par value, outstanding as of the close of business November 18, 2010 — 52,904,990.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement to be filed with the Securities and Exchange Commission in connection with the 2011 Annual Meeting of Stockholders are
incorporated by reference into Part III hereof.

Table of contents

  • Page 1
    ... 2010 COMMISSION FILE NUMBER 1-9390 JTCK IN THE BOX INC. (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 95-2698708 (I.R.S. Employer Identification No.) 92123 (Zip Code) 9330 Balboa Avenue, San Diego, CA (Address of principal executive offices) Registrant...

  • Page 2
    ...and Financial Disclosure Controls and Procedures Other Information Part III 17 19 20 31 31 31 31 34 Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related...

  • Page 3
    ... the number of units, is the second or third largest QSR hamburger chain in most of our major markets. As of the end of our fiscal year on October 3, 2010, the Jack in the Box system included 2,206 restaurants in 18 states, of which 956 were company-operated and 1,250 were franchise-operated. Qdoba...

  • Page 4
    ... open 50-60 new company and franchise restaurants. Restaurant Concepts Jack in the Box. Jack in the Box restaurants offer a broad selection of distinctive, innovative products targeted primarily at the adult fast-food consumer. Our menu features a variety of hamburgers, salads, specialty sandwiches...

  • Page 5
    ... Contents The following table summarizes the changes in the number of company-operated and franchise Jack in the Box restaurants over the past five years: Fiscal Year 2010 2009 2008 2007 2006 Company-operated restaurants: Beginning of period New Refranchised Closed 1,190 30 (219) (46) 1 1,346...

  • Page 6
    ... opening on schedule in a new market may be eligible to receive a royalty rate reduction of 2.5% of gross sales for the first two years after opening, subject to certain limitations. In connection with the sale of a company-operated restaurant, the restaurant equipment and the right to do business...

  • Page 7
    ... offer similar development agreements in target markets during fiscal 2011. Restaurant Operations Restaurant Management. Restaurants are operated by a company-employed manager or a franchisee who is directly responsible for the operations of the restaurant, including product quality, service, food...

  • Page 8
    ...all restaurant managers and grill employees receive special grill certification training and be certified annually. Purchasing and Distribution We provide purchasing, warehouse and distribution services for all Jack in the Box company-operated restaurants, nearly 90% of our Jack in the Box franchise...

  • Page 9
    ... are good. Over the last several years, we have realized improvements in our hourly restaurant employee retention rate. We support our employees, including part-time workers, by offering competitive wages and benefits. Furthermore, we offer all hourly employees meeting certain minimum service...

  • Page 10
    ... industry are the type and quality of the food products offered, price, quality and speed of service, personnel, advertising, name identification, restaurant location and attractiveness of the facilities. Each Jack in the Box and Qdoba restaurant competes directly and indirectly with a large number...

  • Page 11
    ... working conditions. A significant number of our food service personnel are paid at rates based on the federal and state minimum wage and, accordingly, increases in the minimum wage increase our labor costs. Federal and state laws may also require us to provide paid and unpaid leave to our employees...

  • Page 12
    ... qualified, experienced management and hourly employees, may also adversely affect the food service industry in general. Because a significant number of our restaurants are company-operated, we may have greater exposure to operating cost issues than chains that are more heavily franchised. Exposure...

  • Page 13
    ... that company or franchise restaurants can be operated profitably in new geographic markets. Management decisions to curtail or cease investment in certain locations or markets may result in impairment charges. Competition. The restaurant industry is highly competitive with respect to price, service...

  • Page 14
    ...financing at acceptable rates and terms. Current credit market conditions may slow the rate at which we are able to refranchise. We may not be able to increase the percentage of franchise restaurants at the rate we desire or achieve the ownership mix of franchise to company-operated restaurants that...

  • Page 15
    ... and sale of food; Building and zoning requirements; Employee healthcare (we are currently assessing the potential costs of new federal healthcare legislation); Health, sanitation and safety standards; Liquor licenses; Labor and employment, including our relationships with employees and work...

  • Page 16
    ... forth information regarding our Jack in the Box and Qdoba restaurant properties as of October 3, 2010: Company-Operated Franchised Total Company-owned restaurant buildings: On company-owned land On leased land Subtotal Company-leased restaurant buildings on leased land Franchise directly-owned...

  • Page 17
    ... 2010, our restaurant leases had initial terms expiring as follows: Number of Restaurants Land and Ground Building Leases Leases Fiscal Year 2011 - 2015 2016 - 2020 2021 - 2025 2026 and later 157 176 176 377 580 306 133 105 Our principal executive offices are located in San Diego, California...

  • Page 18
    ... Global Select Market under the symbol "JACK." The following table sets forth the high and low sales prices for our common stock during the fiscal quarters indicated, as reported on the New York Stock Exchange and NASDAQ - Composite Transactions: 13 Weeks Ended Oct. 3, 2010 12 Weeks Ended July...

  • Page 19
    ... plans, refer to Note 12, Share-Based Employee Compensation , of the notes to the consolidated financial statements. herformance Graph. The following graph compares the cumulative return to holders of the Company's common stock at September 30th of each year (except 2010 when the comparison date...

  • Page 20
    ... Weighted-average shares outstanding - Diluted (1) Market price at year-end Other Operating Data: Jack in the Box restaurants: Company-operated average unit volume (3) Change in company-operated same-store sales (4) Change in franchise-operated same-store sales (4) Change in system same-store sales...

  • Page 21
    ... the sector include higher levels of consumer expectations, intense competition with respect to market share, restaurant locations, labor, menu and product development, changes in the economy, including the current recessionary environment, high rates of unemployment, costs of commodities and trends...

  • Page 22
    ...future earnings and cash flows. New Unit Development. We continued to grow our brands with the opening of new company-operated and franchise restaurants. In 2010, we opened 46 Jack in the Box locations, including several in our newer markets, and 36 Qdoba locations. • • Franchising Program. We...

  • Page 23
    ....4 million in 2010 and 2009, respectively, primarily reflecting an increase in the average number of Jack in the Box franchise restaurants and, in 2010, additional revenues of $4.6 million from a 53rd week, offset in part by a decline in same-store sales at Jack in the Box franchise restaurants. The...

  • Page 24
    .... The decline in 2009 included the benefit of selling price increases, favorable product mix changes and margin improvement initiatives, offset in part by commodity cost increases of approximately 2.0%. Payroll and employee benefit costs were 30.3% of company restaurant sales in 2010 and 29.7% in...

  • Page 25
    ...The increase in pension and postretirement benefits expense in 2010 principally relates to a decrease in our discount rate. The fluctuations in pre-opening costs primarily relate to changes in the number of new Jack in the Box restaurants opened which decreased to 30 locations in 2010, compared with...

  • Page 26
    ... properties. Our cash requirements consist principally of: working capital; capital expenditures for new restaurant construction and restaurant renovations; income tax payments; debt service requirements; and obligations related to our benefit plans. Based upon current levels of operations...

  • Page 27
    ...operations decreased $83.3 million in 2010 compared with 2009 due primarily to the timing of working capital receipts and disbursements and a decrease in cash flows related to higher company restaurant costs, our refranchising strategy and same-store sales declines at our Jack in the Box restaurants...

  • Page 28
    ...our new logo. We plan to open approximately 25 new Jack in the Box and 25 new Qdoba company-operated restaurants in 2011. Sale of Company-Operated Restaurants. We have continued to expand franchise ownership in the Jack in the Box system primarily through the sale of company-operated restaurants to...

  • Page 29
    ...dividend payments and requirements to maintain certain financial ratios. At October 3, 2010, we had $197.5 million outstanding under the term loan, borrowings under the revolving credit facility of $160.0 million and letters of credit outstanding of $34.9 million. For additional information related...

  • Page 30
    ... 3, 2010, our assumed expected long-term rate of return was 7.75% for our qualified defined benefit plan. The actuarial assumptions used may differ materially from actual results due to changing market and economic conditions, higher or lower turnover and retirement rates or longer or shorter life...

  • Page 31
    ... tax rate as additional information on outcomes or events becomes available. Our estimates are based on the best available information at the time that we prepare the income tax provision. We generally file our annual income tax returns several months after our fiscal year-end. Income tax returns...

  • Page 32
    ... and various other market conditions outside our control. Our ability to recover increased costs through higher prices is limited by the competitive environment in which we operate. From time to time, we enter into futures and option contracts to manage these fluctuations. At October 3, 2010, we had...

  • Page 33
    ... Contents during the Company's fiscal quarter ended October 3, 2010 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Management's Report on Internal Control Over Financial Reporting Management is responsible for...

  • Page 34
    ... Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Jack in the Box Inc. and subsidiaries as of October 3, 2010 and September 27, 2009, and the related consolidated statements of earnings, cash flows, and stockholders' equity for the fifty-three weeks ended...

  • Page 35
    ... be addressed to Jack in the Box Inc., 9330 Balboa Avenue, San Diego, CA 92123, Attention: Corporate Secretary. The Company's primary website can be found at www.jackinthebox.com. We make available free of charge at this website (under the caption "Investors - SEC Filings") all of our reports filed...

  • Page 36
    ... Registered Public Accountant Fees and Services" to be filed with the Commission pursuant to Regulation 14A within 120 days after October 3, 2010 and to be used in connection with our 2011 Annual Meeting of Stockholders is hereby incorporated by reference. PART IV ITEM 15. EXHIBITS, FINANCIAL...

  • Page 37
    ...8-K dated July 1, 2010. Guaranty Agreement dated as of June 29, 2010 by and among Jack in the Box Inc. and the lenders named therein, which is incorporated herein by reference from the registrant's Current Report on Form 8-K dated July 1, 2010. Amended and Restated 1992 Employee Stock Incentive Plan...

  • Page 38
    ...-Q for the quarter ended July 5, 2009. Jack in the Box Inc. Non-Employee Director Stock Option Award Agreement under the 2004 Stock Incentive Plan, which is incorporated herein by reference from the registrant's Current Report on Form 8-K dated November 10, 2005. Form of Restricted Stock Unit Award...

  • Page 39
    ... 2008. Summary of Director Compensation effective fiscal 2007, which is incorporated herein by reference from the registrant's Annual Report on Form 10-K for the year ended October 1, 2006. Consent of Independent Registered Public Accounting Firm. Certification of Chief Executive Officer pursuant to...

  • Page 40
    ... IN THE BOX INC. By: /S/ JERRY P. REBEL Jerry P. Rebel Executive Vice President and Chief Financial Officer (principal financial officer) (Duly Authorized Signatory) Date: November 24, 2010 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by...

  • Page 41
    ... Statements of Stockholders' Equity Notes to Consolidated Financial Statements F-2 F-3 F-4 F-5 F-6 F-7 Schedules not filed: All schedules have been omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes. F-1

  • Page 42
    ... 27, 2009 and September 28, 2008, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Jack in the Box Inc.'s internal control over financial reporting as of...

  • Page 43
    ... share data) October 3, 2010 September 27, 2009 TSSETS Current assets: Cash and cash equivalents Accounts and other receivables, net Inventories Prepaid expenses Deferred income taxes Assets held for sale Other current assets $ Total current assets Property and equipment, at cost: Land Buildings...

  • Page 44
    ... per share data) Fiscal Year 2010 2009 2008 Revenues: Company restaurant sales Distribution sales Franchise revenues Operating costs and expenses, net: Company restaurant costs: Food and packaging Payroll and employee benefits Occupancy and other Total company restaurant costs Distribution costs...

  • Page 45
    ... amortization Deferred income taxes Share-based compensation expense Pension and postretirement expense Losses (gains) on cash surrender value of company-owned life insurance Gains on the sale of company-operated restaurants, net Gains on the acquisition of franchise-operated restaurants Losses on...

  • Page 46
    ... date, net Comprehensive income: Net earnings Unrealized gains on interest rate swaps, net Amortization of unrecognized actuarial loss and prior service cost, net Total comprehensive income Balance at September 27, 2009 Shares issued under stock plans, including tax benefit Share-based compensation...

  • Page 47
    ...in the Box Inc. (the "Company") operates and franchises Jack in the Box® quick-service restaurants and Qdoba Mexican Grill® ("Qdoba") fast-casual restaurants in 45 states. The following summarizes the number of restaurants: 2010 2009 2008 Jack in the Box: Company-operated Franchised Total system...

  • Page 48
    ...of cost or market on a first-in, first-out basis. Changes in inventories are classified as an operating activity in the consolidated statements of cash flows. Assets held for sale typically represent the costs for new sites and existing sites that we plan to sell and lease back within the next year...

  • Page 49
    ... such sales levels will be achieved. Revenue recognition - Revenue from company restaurant sales is recognized when the food and beverage products are sold and are presented net of sales taxes. We provide purchasing, warehouse and distribution services for most of our franchise-operated restaurants...

  • Page 50
    ... consolidated statements of earnings. Income recognized on unredeemed gift card balances was $0.7 million in fiscal 2010 and 2009 and $1.0 million in fiscal 2008. Pre-opening costs associated with the opening of a new restaurant consist primarily of employee training costs and are expensed as...

  • Page 51
    ... as tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize interest and, when applicable, penalties related...

  • Page 52
    ... in thousands ): 2010 2009 2008 Number of restaurants sold to franchisees Number of new restaurants opened by franchisees Initial franchise fees received 219 37 194 59 $ 10,538 $ 109 71 $ $ 10,218 7,303 Cash proceeds from the sale of company-operated restaurants Notes receivable Total...

  • Page 53
    ... TSSETS, NET The changes in the carrying amount of goodwill during 2010 and 2009 by operating segment were as follows (in thousands) : Jack in the Box Qdoba Total Balance at September 28, 2008 Acquisition of franchised restaurants Sale of company-operated restaurants to franchisees Balance at...

  • Page 54
    ... as of October 3, 2010 ( in thousands ): Fair Value Measurements Quoted Prices in Tctive Markets for Identical Tssets (Level 1) Total Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) - Non-qualified deferred compensation plan (1) Interest rate swaps (Note...

  • Page 55
    ... applicable margin plus LIBOR, 2.80% at October 3, 2010 Capital lease obligations, 10.14% weighted average interest rate Less current portion $ 160,000 $ 197,500 415,000 8,911 10,247 366,411 425,247 (13,781) (67,977) $ 352,630 $ 357,270 New Credit Facility - On June 29, 2010, the Company replaced...

  • Page 56
    .... The new credit facility requires the payment of an annual commitment fee based on the unused portion of the credit facility. The credit facility's interest rates and the annual commitment rate are based on a financial leverage ratio, as defined in the credit agreement. At October 3, 2010, we...

  • Page 57
    ... Future minimum lease payments under capital and operating leases are as follows (in thousands) : Fiscal Year Capital Leases Operating Leases 2011 2012 2013 2014 2015 Thereafter Total minimum lease payments Less amount representing interest, 10.14% weighted average interest rate Present value of...

  • Page 58
    ... primarily relate to the write-down of the carrying value of certain underperforming Jack in the Box restaurants we continue to operate and restaurants we have closed. Disposal of property and equipment - We also recognize accelerated depreciation and other costs on the disposition of property and...

  • Page 59
    ...A reconciliation of the federal statutory income tax rate to our effective tax rate is as follows: 2010 2009 2008 Computed at federal statutory rate State income taxes, net of federal tax benefit Benefit of jobs tax credits Benefit of cash surrender value Others, net 35.0% 3.2 (1.8) (2.3) (0.3) 33...

  • Page 60
    ... months. These changes relate to the possible settlement of state tax audits. The major jurisdictions in which the Company files income tax returns include the United States and states in which we operate that impose an income tax. The federal statutes of limitations have not expired for tax years...

  • Page 61
    ... - We also sponsor healthcare plans that provide postretirement medical benefits to certain employees who meet minimum age and service requirements. The plans are contributory, with retiree contributions adjusted annually, and contain other cost-sharing features such as deductibles and coinsurance...

  • Page 62
    ... fiscal year end. Previously, we used a June 30 measurement date. (in thousands ): 2010 Qualified Pension Plans 2009 Non-Qualified Pension Plan 2010 2009 Postretirement Health Plans 2010 2009 Change in benefit obligation: Obligation at beginning of year Service cost $ Interest cost Participant...

  • Page 63
    ... THE BOX INC. TND SUBSIDITRIES NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS Additional year-end pension plan information - The pension benefit obligation ("PBO") is the actuarial present value of benefits attributable to employee service rendered to date, including the effects of estimated future pay...

  • Page 64
    ... on amounts reported for our pension and postretirement plans. A quarter percentage point decrease in the discount rate and long-term rate of return used would decrease earnings before income taxes by $2.7 million and $0.7 million, respectively. The assumed average rate of compensation increase is...

  • Page 65
    ... the market value to exceed the present value of the vested and unvested liabilities over time; while (3) obtaining adequate investment returns to protect benefits promised to the participants and their beneficiaries. Our asset allocation strategy utilizes multiple investment managers in order to...

  • Page 66
    ... fixed income securities are comprised of other commingled funds invested in registered securities which are valued at the unadjusted quoted price in an active market or exchange. (9) Interest rate swaps are derivative instruments used to reduce exposure to the impact of changing interest rates and...

  • Page 67
    ... benefit obligation at October 3, 2010 and include estimated future employee service. 12. SHTRE-BTSED EMPLOYEE COMPENSTTION Stock incentive plans - We offer share-based compensation plans to attract, retain and motivate key officers, employees and nonemployee directors to work toward the financial...

  • Page 68
    ...employees meeting certain age and years of service thresholds. Options granted to non-management directors vest at six months. All option grants provide for an option exercise price equal to the closing market value of the common stock on the date of grant. The following is a summary of stock option...

  • Page 69
    ... and the Company's historical volatility. The expected life of the options represents the period of time the options are expected to be outstanding and is based on historical trends. The weighted-average grant-date fair value of options granted was $6.54, $10.27 and $9.82 in 2010, 2009 and 2008...

  • Page 70
    ... stock units - In February 2009, the Board of Directors approved the issuance of a new type of stock award, nonvested stock units ("RSUs"). RSUs replace RSAs previously issued to certain executives under our share ownership guidelines and annual option grants previously granted to our non-management...

  • Page 71
    ... Grant Date Fair Value Stock equivalents outstanding at September 27, 2009 Deferred directors' compensation Stock equivalents outstanding at October 3, 2010 162,404 7,914 170,318 $ $ 14.16 20.85 14.47 Employee stock purchase plan - In fiscal 2010, 2009 and 2008, 14,565, 15,548 and 15,567 shares...

  • Page 72
    .... Potentially dilutive common shares include stock options, nonvested stock awards and units, non-management director stock equivalents and shares issuable under our employee stock purchase plan. Performance-vested stock awards are included in the average diluted shares outstanding each period if...

  • Page 73
    ...-branded restaurant operations business, our segments comprise results related to system restaurant operations for our Jack in the Box and Qdoba brands. This segment reporting structure reflects the Company's current management structure, internal reporting method and financial information used in...

  • Page 74
    ... the closing of certain refranchising transactions. 19. UNTUDITED QUTRTERLY RESULTS OF OPERTTIONS (in thousands, except per share data) 16 Weeks Ended 13 Weeks 12 Weeks Ended Tpr. 11, 2010 July 4, 2010 Ended Fiscal Year 2010 Jan. 17, 2010 Oct. 3, 2010 Revenues Earnings from operations Net...

  • Page 75
    ..., and Restaurants Closing Costs, for additional information. The results of operations for the quarter ending July 5, 2009 includes a charge of $14.1 million, net of taxes, or $0.25 and $0.24 per basic and diluted share, respectively, related to the sale of our Quick Stuff convenience stores. Refer...

  • Page 76
    ... PLAN This Time-Vesting Restricted Stock Unit Award Agreement (the "Agreement") is made and entered into effective as of «Grant Date» the ("Grant Date") by and between Jack in the Box Inc., a Delaware corporation (the "Company"), and «Full Name» (the "Awardee"). RECITALS The Compensation...

  • Page 77
    ... In the event that payment to the Company of such tax obligations is made in shares of Stock, such shares shall be valued at fair market value on the applicable date for such purposes and shall not exceed in amount the minimum statutory tax withholding obligation. 7. AWARD AS COMPENSATION. No amount...

  • Page 78
    ... and other communications made or given pursuant to this Agreement shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to the Awardee, five (5) days after deposit in the United States mail, postage prepaid, addressed to the...

  • Page 79
    ... to time use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto. 19. ELECTRONIC DELIVERY OF DOCUMENTS. By signing this Agreement, the Awardee (i) consents to the electronic delivery of this Agreement, all information...

  • Page 80
    ...and without requiring Awardee's ...tax consequences to the Awardee of this Award and shall not be liable for any adverse tax consequences to the Awardee arising in connection with this Award. (h) This Agreement may be executed in counterparts, all of which taken together shall be deemed one original...

  • Page 81
    IN WITNESS WHEREOF , the Company has caused this Award to be granted on its behalf and Awardee has hereunto set his hand on the day and year first above written. Jack in the Box Inc. Awardee By: «Name» Signature Name Street Address City and State Social Security Number -6-

  • Page 82
    ...applicable to this Award is $0. The Company has determined that the Base Value of a Growth Unit on the first date of the Performance Period is . (c) In the event of a Termination of Employment...

  • Page 83
    value of the Restricted Unit and Growth Unit shall be determined using the Net Earnings of Qdoba on the last date of the Period preceding the date the Award vests. As used in this Agreement, "Period" shall mean a four consecutive week period of time within the Jack in the Box Inc. fiscal year. The ...

  • Page 84
    ...under the Award are passed by will or by the applicable laws of descent and distribution. It shall be the responsibility of the Heir to notify the Company of any changes in address. 8. TAXES AND WITHHOLDING. Any income taxes, FICA, state disability insurance or other similar payroll and withholding...

  • Page 85
    ... and received on the third full business day following the day of the mailing thereof by registered or certified mail, return receipt requested, or when delivered personally as follows: (a) If to the Company, at its principal executive offices at the time of the giving of such notice, or at such...

  • Page 86
    ... employee" (as defined under Code Section 409A and determined in good faith by the appropriate committee of the Company), such payment will be delayed until the date six months after the date of the Awardee's separation from service to the extent required by Code Section 409A and the regulations...

  • Page 87
    ... , the Company has caused this Award to be granted on its behalf by its President or one of its Vice Presidents and Awardee has hereunto set his hand on the day and year first above written. Jack in the Box Inc. Awardee By: «Name» Signature Name Street Address City and State Social Security...

  • Page 88
    ... fifty-two weeks ended September 27, 2009, and September 28, 2008, and the effectiveness of internal control over financial reporting as of October 3, 2010, which reports appear in the October 3, 2010, annual report on Form 10-K of Jack in the Box Inc. /s/ KPMG LLP San Diego, California November 23...

  • Page 89
    ... and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 24, 2010 By: /S/ LINDA A. LANG Linda A. Lang Chief Executive Officer...

  • Page 90
    ... and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 24, 2010 By: /S/ JERRY P. REBEL Jerry P. Rebel Chief Financial Officer

  • Page 91
    ...(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Dated: November 24, 2010 /S/ LINDA A. LANG Linda A. Lang Chief Executive Officer

  • Page 92
    ... of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Dated: November 24, 2010 /S/ JERRY P. REBEL Jerry P. Rebel Chief Financial Officer

  • Page 93