Jack In The Box 2010 Annual Report Download - page 78

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splits, reverse stock splits, stock dividends and the like, appropriate adjustments, to be conclusively determined by the Committee, shall be made in the
number and/or type of shares or securities subject to this Award consistent with any and all changes stipulated above, and any fractional shares resulting from
adjustments will be rounded down to the nearest whole number.
10. NONTRANSFERABILITY OF AWARD. This Award is not transferable otherwise than by will or the laws of descent and distribution. This Award
shall not be otherwise transferred, assigned, pledged, hypothecated or otherwise 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, or upon the levy of any execution, attachment or similar process upon this
Award, this Award shall immediately terminate and become null and void.
11. TERMINATING TRANSACTIONS; EFFECT OF CHANGE IN CONTROL. Upon the dissolution or liquidation of the Company prior to the
Award becoming 100% vested this Award shall terminate. Upon the occurrence of a Change in Control (as defined in the Plan, but limited to a Change in
Control that is also a “change in control event” as described in Section 409A of the Code), this Award shall be considered 100% vested as of the date of the
Change in Control and will be paid on the date of the Change in Control.
12. NOTICES. All notices 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 Awardee at the last address the Awardee provided to the Company, or in the case of notices delivered to the Company by the Awardee,
addressed to the Committee, care of the Company for the attention of its Secretary at its principal executive office or, in either case, if the receiving party
consents in advance, transmitted and received via telecopy or via such other electronic transmission mechanism as may be available to the parties.
Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by
electronic means or to request the Awardee’s consent to participate in the Plan or accept this Award by electronic means. The Awardee hereby consents to receive
such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained
by the Company or another third party designated by the Company.
13. PLAN CONTROLS. The Award and all terms and conditions set forth in this Agreement are subject in all respects to the terms and conditions of the
Plan as may be amended from time to time, (but no amendment shall adversely affect the Awardee’s rights under this Award) and any rules and regulations
promulgated by the Committee, which shall be controlling. All constructions, interpretations, rule determinations or other actions taken by the Committee shall
be final, binding and conclusive on all interested parties, including the Company and its subsidiaries and all former, present and future employees of the
Company or its subsidiaries. Capitalized terms that are not defined herein shall have the definition given to them in the Plan.
14. RIGHT TO CONTINUED EMPLOYMENT. Nothing in the Plan or in this Agreement shall confer upon the Awardee any right to continue in the
employment of the Company or any of its subsidiaries or interfere in any way with any right of the Company to terminate the Awardee’s employment at any
time.
15. RIGHTS AS A SHAREHOLDER. Nothing in the Plan or in this Agreement shall confer upon the Awardee any rights as a stockholder with respect
to any Award Shares prior to the date of distribution of Award Shares to the Awardee.
16. LAWS APPLICABLE TO CONSTRUCTION. This Agreement shall be deemed to be a contract under the laws of the State of Delaware and for all
purposes shall be construed and enforced in accordance with the internal laws of the State of Delaware without regard to the principles of conflicts of law.
17. RECEIPT OF PROSPECTUS. The Awardee hereby acknowledges that he or she has received a copy of the prospectus relating to the Award and the
shares covered thereby and the Plan.
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