Jack In The Box 2010 Annual Report Download - page 77

in full due to the Awardee’s death, Disability, or Retirement, then all unvested RSUs shall become 100% vested on the date of such cessation. For purposes of
this Agreement: (i) “Disability” means a physical or mental condition that results in a total and permanent disability to such extent that the Awardee is eligible
for disability benefits under the federal Social Security Act, and (ii) “Retirement” means the Awardee’s termination of employment other than “for cause” (as
determined by the Board in its sole discretion) due to retirement at age 55 or older with 10 or more full years of continuous service with the Company, its
Parent Corporation, or a Subsidiary Corporation. Accelerated vesting in accordance with the foregoing will only occur if the Awardee’s cessation of
employment is also a “separation from service” as defined in Section 409A of the Code.
4. SETTLEMENT OF RSUs.
(a) Subject to the provisions of this Agreement, including the six-month delay of payment described in paragraph (b) below, the Company shall deliver
to the Awardee (or to a Company-designated brokerage firm) within 30 days following the applicable RSU vesting date, a number of shares of Stock equal to
the number of RSUs that became vested on such vesting date (the “Award Shares”), net of any tax withholding.
(b) If the Awardee is a “specified employee,” as described in Section 409A of the Code and determined by the Company, on the date of the Awardee’s
cessation of employment, payment of the RSUs that become vested in accordance with Section 3 due to Awardee’s cessation of employment due to Disability or
Retirement will be made within 30 days after the six-month anniversary of the Awardee’s cessation of employment.
5. HOLDING PERIOD REQUIREMENT. As a condition to receipt of this Award, Awardee hereby agrees to hold and not transfer under any
circumstance «percent» (rounded up to the nearest whole share) of the shares of Stock issued pursuant to RSUs that become vested on each Vesting Date (less
any portion thereof withheld to satisfy tax withholding) until the Awardee’s termination of employment with the Company, its Parent Corporation, and
Subsidiary Corporations.
6. TAXES AND WITHHOLDING. Any income taxes, FICA, state disability insurance or other similar payroll and withholding taxes arising from the
receipt or vesting of the Award are the sole responsibility of the Awardee. The Awardee shall pay to the Company, or make provision satisfactory to the
Company for payment of, any taxes required to be withheld in respect of the Award no later than the date of the event creating the tax liability. The Company,
to the extent permitted by law, may deduct any such tax obligations from any payment of any kind due to the Awardee. 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 attributable to this Award shall be considered as compensation for the purposes of any other Company
sponsored plan.
8. LEGALITY. The Company is not required to issue any shares of Stock subject to this Award 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 Stock may be listed, shall have been fully complied with.
If shares of 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 the 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.
9. ADJUSTMENTS IN STOCK. Subject to the provisions of the Plan, if the outstanding shares of the Company of the class subject to this Award are
increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities as a result of one or more reorganizations,
recapitalizations, stock
- 2 -