Jack In The Box 2010 Annual Report Download - page 76

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Exhibit 10.16.4(b)
JACK IN THE BOX INC.
TIME-VESTING RESTRICTED STOCK UNIT AWARD AGREEMENT
UNDER THE 2004 STOCK INCENTIVE 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 Committee (the “Committee”) of the Board of Directors of the Company which administers the Company’s 2004 Stock Incentive Plan,
as amended from time to time (the “Plan”), has granted to the Awardee as of the Grant Date this award of Time-Vesting Restricted Stock Units, on the terms
and conditions set forth herein.
AGREEMENT
In consideration of the foregoing and of the mutual covenants set forth herein and other good and valuable consideration, the parties hereto agree as follows:
1. TIME-VESTING RESTRICTED STOCK UNIT AWARD. The Committee hereby grants to the Awardee as of the Grant Date, pursuant to the
terms of the Plan and this Agreement, an award (the “Award”) of «Number of Units» time-vesting restricted stock units (“RSUs”) representing the right to
receive an equal number of shares of Stock upon vesting over a period of years. All of the RSUs are nonvested and forfeitable as of the Grant Date. Upon
vesting and settlement, a portion of the shares of Stock that are delivered to the Awardee will be subject to an additional holding period requirement, as
described in Section 5.
2. TIME-BASED VESTING. The RSUs will be subject to vesting over 5 years, as follows, subject to the provisions of this Agreement, and may be
rounded in each case to avoid fractional shares:
«Number of Units» RSUs shall vest on «date one year from grant date»
«Number of Units» RSUs shall vest on «date two years from grant date»
«Number of Units» RSUs shall vest on «date three years from grant date»
«Number of Units» RSUs shall vest on «date four years from grant date»
«Number of Units» RSUs shall vest on «date five years from grant date»
Each such date on which vesting is scheduled to occur shall be referred to as a “Vesting Date.” Vesting shall be contingent on the Awardee’s continued
employment with the Company or its Parent Corporation or a Subsidiary Corporation from the Grant Date through the applicable Vesting Date. If any RSUs
would otherwise become vested on a day on which the sale of Stock 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 Stock would not violate the Insider Trading policy.
3. TERMINATION OF EMPLOYMENT.
(a) General. Except as set forth in paragraph (b) below, if the Awardee ceases to be employed by the Company, its Parent Corporation, and Subsidiary
Corporations prior to the date that the RSUs vest in full, then the unvested RSUs as of the date of such cessation will be forfeited to the Company immediately
and automatically upon such cessation without payment of any consideration for the RSUs, and the Awardee will have no further right, title or interest in or to
such RSUs or the underlying shares of Stock.
(b) Termination due to Death, Disability, or Retirement. If the Awardee ceases to be employed by the Company, its Parent Corporation, and Subsidiary
Corporations prior to the date that the RSUs vest