Jack In The Box 2013 Annual Report Download - page 86

JACK IN THE BOX INC.
TIME-VESTING RESTRICTED STOCK UNIT AWARD
AGREEMENT
UNDER THE 2004 STOCK INCENTIVE PLAN
This Time-Vesting Restricted Stock Unit Award Agreement (the “Agreement”) is made and entered into effective as of November 26, 2012, (the
“Grant Date”) by and between Jack in the Box Inc., a Delaware corporation (the “Company”), and «Name» (the “Awardee”).
RECITALS
The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) which administers the Company’s
2004 Stock Incentive Plan, as amended from time to time (the “Plan”), has granted to the Awardee as of the Grant Date this award of Time-Vesting
Restricted Stock Units (the “RSU Award”), on the terms and conditions set forth herein.
AGREEMENT
In consideration of the foregoing and of the mutual covenants set forth herein and other good and valuable consideration, the parties hereto
agree as follows:
1. CONSIDERATION. The RSU Award has been granted in consideration of the Awardee’s continued employment with the Company or a
Subsidiary Corporation and acceptance by the Awardee of the terms and conditions set forth below and in the Plan.
2. TIME-VESTING RESTRICTED STOCK UNIT AWARD
2.1 RSU AWARD. The Committee hereby grants to the Awardee as of the Grant Date, pursuant to the terms of the Plan and this
Agreement, an award (the “Award”) of «TIME_VESTING_RSUs_Total_Shares» RSUs representing the right to receive an equal number of shares of
the Company’s Common Stock (“Stock”) upon vesting over a period of years. All of the RSUs are nonvested and forfeitable as of the Grant Date.
2.2 TIME-BASED VESTING. The RSUs will be subject to vesting over 5 years, subject to the provisions of this Agreement, and
may be rounded in each case to avoid fractional shares:
«Tranche_1_11262013» RSUs shall vest on November 26, 2013
«Tranche_2_11262014» RSUs shall vest on November 26, 2014
«Tranche_3_11262015» RSUs shall vest on November 26, 2015
«Tranche_4_11262016» RSUs shall vest on November 26, 2016
«Tranche_5_11262017» RSUs shall vest on November 26, 2017
Each such date on which vesting is scheduled to occur shall be referred to as a “Vesting Date.” Vesting shall be contingent on the Awardee’s
continued employment with the Company or a Subsidiary Corporation from the Grant Date through the applicable Vesting Date. If any RSUs would
otherwise become vested on a day on which the trading window is “closed” pursuant to the provisions of the Company’s Insider Trading policy, then
such vesting shall automatically occur on the day after the acceptance by the SEC of the filing of the Company’s Annual Report on 10-K for the most
recently ended fiscal year.
3. TERMINATION OF EMPLOYMENT.
(a) General. Except as set forth in paragraph (b) below, if the Awardee ceases to be employed by the Company or a Subsidiary Corporation
prior to the date that the RSUs vest in full, then the unvested RSUs as of the date of such cessation will be forfeited to the Company immediately and
automatically upon such cessation without payment of any consideration for the RSUs, and the Awardee will have no further right, title or interest in or
to such RSUs or the underlying shares of Stock.
(b) Termination due to Death, Disability, or Retirement. If the Awardee ceases to be employed by the Company or a Subsidiary Corporation
prior to the date that the RSUs vest in full due to the Awardee’s death, Disability, or Retirement, then all unvested RSUs shall become 100% vested on
the date of such cessation. For purposes of this Agreement: (i) “Disability” means a physical or mental condition that results in a total and permanent
disability to such extent that the Awardee is eligible for disability benefits under the federal Social Security Act, and (ii) “Retirement” means the
Awardee’s termination of employment other than “for cause” (as determined by the Board in its sole discretion) due to retirement at age 55 or older with