Jack In The Box 2010 Annual Report Download - page 84

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Award shall become vested on such termination date in accordance with the following schedule or in such greater amount as may be determined by the Board
in its sole discretion
Termination Date Vesting Percentage
«date 1 year from start of Performance Period» but before «date 2 years from start of
Performance Period»
33%
«date 2 years from start of Performance Period» but before «date 3 years from start of
Performance Period»
66%
In no event however shall any portion of this Award be considered vested under this Section 7(c) prior to the Awardee’s termination date. As used in this
Agreement, “Retirement” shall mean the Awardee’s voluntary retirement at age 55 or older with 10 or more years of service with the Company, its parent or a
subsidiary corporation, at the discretion of the Board, and “Total and Permanent Disability” shall mean a physical or mental condition that results in a total
and permanent disability to such extent that the Participant is eligible for disability benefits under the federal Social Security Act. It shall be the responsibility
of the Awardee to notify the Company of any changes in address.
The provisions of this Section 7(c) applicable in the event of death shall only apply if the Awardee dies while in the employment of the Company, its parent or
a subsidiary, and the Awardee had not been determined to have suffered Total and Permanent Disability within ninety (90) days of such Awardee’s death. In
the event of Death, the rights under the Award shall be transferred to the person or persons (the “Heir”) to whom Awardee’s rights 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 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 otherwise due to the Awardee, and the Company may, in
its discretion, distribute a portion of the Award to the Awardee prior to the scheduled payment date of the Award to the extent necessary to pay the Awardee’s
share of employment taxes imposed under Code Sections 3101, 3121(a) and 3121(v) on the Award. The Award shall be reduced by the amount of such tax
liability, if any, distributed in accordance with this provision.
9. TERMINATING TRANSACTIONS. Upon the dissolution or liquidation of the Company or of Qdoba Restaurant Corporation prior to the Award
becoming 100% vested this Award shall terminate. Upon the occurrence of a Change in Control of Jack in the Box (as defined in the Jack in the Box 2004
Stock Incentive Plan), this Award shall be considered 100% vested as of the date of the Change in Control.
Upon the occurrence of a Qdoba Terminating Transaction, this Award shall terminate unless provision be made in writing in connection with such
transaction for the substitution for the Award of a new Award of Units of a successor employer corporation, or a parent or subsidiary thereof, with appropriate
adjustments, in which event this Award shall continue in the manner and under the terms so provided. A Qdoba Terminating Transaction shall mean the
occurrence of any (i) merger or consolidation in which Qdoba Restaurant Corporation shall not be the surviving entity (or survives only as a subsidiary of
another entity whose shareholders did not own all or substantially all of Qdoba Restaurant Corporation’s stock immediately prior to such transaction), (ii) sale
of all or substantially all of Qdoba Restaurant Corporation’s assets to any other person or entity (other than a wholly-owned subsidiary of the Company), or
(iii) the
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