Jack In The Box 2010 Annual Report Download - page 83

Download and view the complete annual report

Please find page 83 of the 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

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 first
Period commences at the beginning of the fiscal year, and each subsequent Period commences at the conclusion of the preceding Period.
(d) In the event of a Terminating Transaction under Section 9, the value of the Restricted Unit and Growth Unit shall be determined using the greater
of a) Targeted Net Earnings of Qdoba of «$enter Net Earnings of Qdoba Five Year Plan in Year 3», as approved in September of «year» by the
Board of Directors, or b) Net Earnings of Qdoba on the last date of the Period preceding the date the Award vests.
5. DISTRIBUTION. An Award that has become vested in accordance with Section 2 of this Agreement shall be distributed to the Awardee in cash, in a
single lump sum, within 60 days after the end of the Performance Period. The Awardee may elect to defer the cash award under the Company’s non-qualified
deferred compensation plan (the Executive Deferred Compensation Plan, or “EDCP”), provided, however, that any such election to defer must be made no later
than the latest time permitted under Code Section 409A and in accordance with the provisions of such plan.
6. AWARD AS COMPENSATION. No amount attributable to this Award shall be considered compensation for the purposes of any other Company
sponsored plans.
7. TERMINATION OF EMPLOYMENT.
(a) Termination for Cause. If the Awardee is terminated for cause (as determined by the Company’s Board of Directors (the “Board”) in its sole
discretion) prior to «last date of the Performance Period», then all of this Award will be automatically forfeited by the Awardee concurrently with such
termination of employment, unless otherwise determined by the Board in its sole discretion, and the Awardee shall not be deemed vested in any portion of this
Award, regardless of any vesting percentage which might have applied to such Award on account of this Section 7 for any other reason.
(b) Involuntary Termination or Voluntary Termination.
If the Awardee ceases to be employed by the Company, its parent or a subsidiary because of
Awardee’s involuntary termination (other than for cause as described above) or voluntary termination, before the Awardee is eligible to retire under a Company
sponsored retirement plan, then the Awardee shall not be deemed vested in any portion of this Award, regardless of any vesting percentage which might have
applied to such Award on account of this Section 7 for any other reason.
As used in this Agreement, the term “parent” means any present or future corporation which would be a “parent corporation” of the Company as defined in
Section 424(e) of the Internal Revenue Code, and “subsidiary” means any present or future corporation which would be a “subsidiary corporation” of the
Company as defined in Section 424(f) of the Internal Revenue Code.
(c) Retirement, Disability or Death If the Awardee has a “separation from service” (within the meaning of Code Section 409A) from the Company, its
parent or a subsidiary before the last day of the Performance Period on account of the Awardee’s Retirement, Total and Permanent Disability, or death, then
provided that as of «date 1 year from start of Performance Period», the Awardee is still employed by the Company, and had been continuously employed
by the Company since the date this Award was granted, this
2