Jack In The Box 2013 Annual Report Download - page 88

(c) Alternatively, or in addition to or in combination with the Sell to Cover provided for under Section 5(b), Awardee authorizes the Company,
at its discretion, to satisfy the Withholding Obligation by the following means (or by a combination of the following means):
(i) Requiring Awardee to pay to the Company any portion of the Withholding Obligation in cash;
(ii) Withholding from any compensation otherwise payable to Awardee by the Company; and/or
(iii) Withholding shares of Stock from the shares of Stock issued or otherwise issuable to Awardee in connection with the Award with
a Fair Market Value (measured as of the date shares of Stock are issued pursuant to Section 4) equal to the amount of the Withholding Obligation;
provided, however, that the number of such shares of Stock so withheld shall not exceed the amount necessary to satisfy the Company’s required tax
withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that
are applicable to supplemental taxable income.
(d) Unless the Withholding Obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to
Awardee any Stock.
6. HOLDING PERIOD REQUIREMENT. As a condition to receipt of this Award, Awardee hereby agrees to hold and not transfer under any
circumstance until the Awardee’s termination of employment with the Company or Subsidiary Corporation: «Holding_Requirement»% (rounded up
to the nearest whole share) of the shares of Stock issued pursuant to RSUs that become vested on each Vesting Date (such percentage applying to
Award Shares, net of any portion withheld to satisfy the Withholding Obligation.
7. AWARD AS COMPENSATION. No amount attributable to this Award shall be considered as compensation for the purposes of any other
Company sponsored plan.
8. LEGALITY. The Company is not required to issue any shares of Stock subject to this Award unless and until all applicable requirements
of the Securities and Exchange Commission (the “SEC”), the California Department of Corporations or other regulatory agencies having jurisdiction
with respect to such issuance, and any exchanges upon which the Stock may be listed, shall have been fully complied with. If shares of Stock subject to
this Award are being distributed subject to restrictions or if the rules and interpretations of the SEC so require, such shares may be issued only if the
Awardee represents and warrants in writing to the Company that the shares are being acquired for investment and not with a view to the distribution
thereof, and any certificates issued upon distribution of the shares shall bear appropriate legends setting forth the restrictions on transfer of such shares.
Such legends may not be removed until the Company so requests, based on the opinion of the Company’s Counsel that the restrictions are no longer
applicable.
9. ADJUSTMENTS IN STOCK; DISSOLUTION OR LIQUIDATION. Subject to the provisions of the Plan, if the outstanding shares of the
Company Stock of the class subject to this Award are increased or decreased, or are changed into or exchanged for a different number or kind of shares
or securities as a result of one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends and the like, appropriate
adjustments, to be conclusively determined by the Committee, shall be made in the number and/or type of shares or securities subject to this Award and
any fractional shares resulting from adjustments will be rounded down to the nearest whole number. Upon the dissolution or liquidation of the
Company, the Award will terminate in full for no consideration.
10. NONTRANSFERABILITY. Except as otherwise provided in this Paragraph, this Award is not transferable other than by will or the laws
of descent and distribution. This Award shall not be otherwise transferred, assigned, pledged, hypothecated or disposed of in any way, whether by
operation of law or otherwise, and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer this Award otherwise
than by will or the laws of descent and distribution or to assign, pledge, hypothecate or otherwise dispose of this Award, other than as permitted herein,
or upon the levy of any execution, attachment or similar process upon this Award, this Award shall immediately terminate and become null and void.
11. EFFECT OF CHANGE IN CONTROL. Subject to the provisions of the Plan, in the event of a Change in Control (as defined in the
Plan), the RSU Award held by the Awardee whose employment has not terminated prior to such date shall become 100% vested and payable effective as
of the date of the Change in Control (except as otherwise provided in this Agreement). For this purpose, the final value of the Award shall be based on
the Fair Market Value of the Stock on the effective date of the Change in Control. Any acceleration with the foregoing shall be conditioned upon the
consummation of the Change in Control.
12. NOTICES. All notices and other communications made or given pursuant to this Agreement shall be given in writing and shall be
deemed effectively given upon receipt or, in the case of notices delivered by the Company to the Awardee, five (5) days after deposit in the United States
mail, postage prepaid, addressed to the Awardee at the last address the Awardee provided to the Company, or in the case of notices delivered to the
Company by the Awardee, addressed to the Committee, care of the Company for the attention of its Secretary at its principal executive office or, in either
case, if the receiving party consents in advance, transmitted and received via telecopy or via such other electronic transmission mechanism as may be
available to the parties. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation
in the Plan and this Award by electronic means or to request the Awardee’s consent to participate in the Plan or accept this Award by electronic means.
The Awardee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line
or electronic system established and maintained by the Company or another third party designated by the Company.
13. PLAN CONTROLS. The Award and all terms and conditions set forth in this Agreement are subject in all respects to the terms and
conditions of the Plan, which is incorporated herein by reference, as may be amended from time to time, (but no amendment to the Plan shall adversely
affect the Awardee’s rights under this Award) and any rules and regulations promulgated by the Committee, which shall be controlling. All