Jack In The Box 2010 Annual Report Download - page 85

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acquisition of beneficial ownership or control of (including, without limitation, power to vote) more than 50% of the outstanding shares of common stock of
Qdoba Restaurant Corporation by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended.
10. NOTICES. All notices or other communications under this Agreement shall be given in writing and shall be deemed duly given and received on the
third full business day following the day of the mailing thereof by registered or certified mail, return receipt requested, or when delivered personally as follows:
(a) If to the Company, at its principal executive offices at the time of the giving of such notice, or at such other place as the Company shall have
designated by notice as herein provided to each of the Awardees;
(b) If to Awardee, at the address as it appears below Awardee’s signature to this Agreement, or at such other place as Awardee shall have designated by
notice as herein provided to the Company; and
(c) If to any other holder, at such holder’s last address appearing in the Company’s records.
It shall be the responsibility of the Awardee to notify the Company of any changes in address.
11. COMMITTEE AUTHORITY. The Award and all terms and conditions set forth in this Agreement are subject in all respects to the 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.
12. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing 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.
13. NO RIGHTS AS A SHAREHOLDER. Nothing in this Agreement shall confer upon the Awardee any rights as a stockholder with respect to any
Units subject to the Award.
14. 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.
15. MISCELLANEOUS.
(a) This writing constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except by a
written agreement signed by Awardee and the Company, other than as provided in paragraph (g) below. Anything in this Agreement to the contrary
notwithstanding, any modification or amendment of this Agreement by a written agreement signed by, or binding upon, Awardee shall be valid and binding
upon any and all persons or entities who may, at any time, have or claim any rights under or pursuant to this Agreement (including all Awardees hereunder) in
respect of the Award granted to the Awardee.
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