Jack In The Box 2013 Annual Report Download - page 87

10 or more full years of continuous service with the Company or a Subsidiary Corporation. Accelerated vesting in accordance with the foregoing will
only occur if the Awardee’s cessation of employment is also a “separation from service” as defined in Section 409A of the Code.
4. SETTLEMENT OF RSUs.
(a) Subject to the provisions of this Agreement, including Sections 11 and 20(g), and the six-month delay of payment described in
paragraph (b) below, the Company shall deliver to the Awardee through a Company-designated brokerage firm, within 30 days following the applicable
RSU vesting date, a number of shares of Stock equal to the number of RSUs that became vested on such vesting date (the “Award Shares”), net of any
tax withholding.
(b) If the Awardee is, on the date of the Awardee’s cessation of employment, a “specified employee,” as described in Section 409A of the Code
and determined by the Company, then payment of the RSUs that become vested in accordance with Section 3 due to Awardee’s cessation of employment
due to Disability or Retirement will be made within 30 days after the six-month anniversary of the Awardee’s cessation of employment.
5. TAXES AND WITHHOLDING.
(a) Any income taxes, FICA, state disability insurance or other similar payroll and withholding taxes (“Withholding Obligation”) arising from
the receipt of Award Shares is the sole responsibility of the Awardee. The Company, to the extent permitted by law, may deduct any Withholding
Obligation arising from the receipt or vesting of the Award from any payment of any kind due to the Awardee, including the Award, and the net balance
will be settled in whole shares of Stock of the Company (“Award Shares”). If withheld in shares, such shares shall be valued at Fair Market Value, as
defined in the Plan, on the applicable date for such purposes and shall not exceed in amount the minimum statutory tax Withholding Obligation. In no
event shall the Company be required to deliver a fractional share of Stock in settlement of the Award.
(b) By accepting this Award, Awardee hereby elects, effective on the date Awardee accepts this Award, to sell shares of Stock issued in respect of
the Award in an amount determined in accordance with this Section, and to allow the Agent, as defined below, to remit the cash proceeds of such sales
to the Company as more specifically set forth below (a “Sell to Cover”) to permit Awardee to satisfy the Withholding Obligation to the extent the
Withholding Obligation is not otherwise satisfied pursuant to the provisions of Section 5(c) below and further acknowledges and agrees to the following
provisions:
(i) Awardee hereby irrevocably appoints the Company’s designated broker E*Trade, or such other registered broker-dealer that is a
member of the Financial Industry Regulatory Authority as the Company may select, as Awardee’s agent (the “ Agent”), and authorizes and directs the
Agent to:
(1) Sell on the open market at the then prevailing market price(s), on Awardee’s behalf, as soon as practicable on or after the
date on which the shares of Stock are delivered to Awardee pursuant to Section 4 hereof in connection with the vesting of the RSUs, the number
(rounded up to the next whole number) of shares of Stock sufficient to generate proceeds to cover (A) the satisfaction of the Withholding Obligation
arising from the vesting of those RSUs and the related issuance of shares of Stock to Awardee that is not otherwise satisfied pursuant to Section 5(c)
hereof and (B) all applicable fees and commissions due to, or required to be collected by, the Agent with respect thereto;
(2) Remit directly to the Company and/or any Affiliate the proceeds necessary to satisfy the Withholding Obligation;
(3) Retain the amount required to cover all applicable fees and commissions due to, or required to be collected by, the Agent,
relating directly to the sale; and
(4) Deposit any remaining funds in Awardee’s account.
(ii) Awardee acknowledges that Awardee’s election to Sell to Cover and the corresponding authorization and instruction to the Agent
set forth in this Section is intended to comply with the requirements of Rule 10b5-1(c)(1) under the Exchange Act and to be interpreted to comply with
the requirements of Rule 10b5-1(c) under the Exchange Act (Awardee’s election to Sell to Cover and the provisions of this Section, collectively, the
“10b5-1 Plan”). Awardee acknowledges that by accepting this Award, he or she is adopting the 10b5-1 Plan to permit Awardee to satisfy the Withholding
Obligation. Awardee hereby authorizes the Company and the Agent to cooperate and communicate with one another to determine the number of shares
of Stock that must be sold pursuant to this Section to satisfy Awardee’s obligations hereunder.
(iii) Awardee acknowledges that the Agent is under no obligation to arrange for the sale of Stock at any particular price under this
10b5-1 Plan and that the Agent may effect sales as provided in this 10b5-1 Plan in one or more sales and that the average price for executions resulting
from bunched orders may be assigned to Awardee’s account. In addition, Awardee acknowledges that it may not be possible to sell shares of Stock as
provided for in this 10b5-1 Plan and in the event of the Agent’s inability to sell shares of Stock, Awardee will continue to be responsible for the timely
payment to the Company of all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld.
(iv) Awardee hereby agrees to execute and deliver to the Agent any other agreements or documents as the Agent reasonably deems
necessary or appropriate to carry out the purposes and intent of this 10b5-1 Plan. The Agent is a third-party beneficiary of this Section and the terms of
this 10b5-1 Plan.
(v) Awardee’s election to Sell to Cover and to enter into this 10b5-1 Plan is irrevocable. This 10b5-1 Plan shall terminate not later
than the date on which the Withholding Obligation arising from the vesting of the RSUs and the related issuance of shares of Stock has been satisfied.