Jack In The Box 2010 Annual Report Download - page 86

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(b) No waiver of any breach or default hereunder shall be considered valid unless in writing and no such waiver shall be deemed a waiver of any
subsequent breach or default of the same or similar nature. Anything in this Agreement to the contrary notwithstanding, any waiver, consent or other
instrument under or pursuant to this Agreement signed by, or binding upon, Awardee shall be valid and binding upon any and all persons or entities (other
than the Company) 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 originally granted to Awardee.
(c) Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the Company, its successors and
assigns, and Awardee and his heirs, personal representatives, successors and assigns; provided, however, that nothing contained herein shall be construed as
granting Awardee the right to transfer any of his Award except in accordance with this Agreement.
(d) If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and
shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if
any such invalid or unenforceable provision were not contained herein.
(e) The section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said sections.
(f) Each party hereto shall cooperate and shall take such further action and shall execute and deliver such further documents as may be reasonably
requested by any other party in order to carry out the provisions and purposes of this Agreement.
(g) This Agreement is intended to comply with Code Section 409A and shall be administered in a manner consistent with Code Section 409A. Should
any provision of this Agreement be found not to comply with the provisions of Code Section 409A, it shall be modified and given effect, in the sole discretion
of the Committee and without requiring Awardee’s consent (notwithstanding any other provision of this Agreement), in such manner as the Committee
determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. If any payment obligation under this
Agreement arises on account of the Awardee’s separation from service while the Awardee is a “specified employee” (as defined under Code Section 409A and
determined in good faith by the appropriate committee of the Company), such payment will be delayed until the date six months after the date of the Awardee’s
separation from service to the extent required by Code Section 409A and the regulations thereunder.
(h) Whenever the pronouns “he” or “his” are used herein they shall also be deemed to mean “she” or “hers” or “it” or “its” whenever applicable. Words
in the singular shall be read and construed as though in the plural and words in the plural shall be read and construed as though in the singular in all cases
where they would so apply.
(i) This Agreement may be executed in counterparts, all of which taken together shall be deemed one original.
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