Jack In The Box 2013 Annual Report Download - page 89

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 Subsidiary Corporations and all former, present and future employees of the Company or its Subsidiary
Corporations. Capitalized terms that are not defined herein shall have the definition given to them in the Plan.
14. EMPLOYMENT. Nothing in the Plan or 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.
15. RIGHTS AS A SHAREHOLDER. Nothing in the Plan or in this Agreement shall confer upon the Awardee any rights as a stockholder
with respect to any Award Shares prior to the date of distribution of Award Shares to the Awardee.
16. LAWS GOVERNING. The Award and the Plan shall be construed and enforced in accordance with the laws of the State of Delaware
without regard to the principles of conflicts of law.
17. RECEIPT OF PROSPECTUS. The Awardee hereby acknowledges that he or she has received a copy of the prospectus relating to the
Award and the shares covered thereby and the Plan.
18. GENERAL. The Company shall at all times during the term of this Award reserve and keep available such numbers of shares of Stock
as will be sufficient to satisfy the requirements of this Award, shall pay all fees and expenses necessarily incurred by the Company in connection
therewith, and will from time to time use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall
be applicable thereto.
19. ELECTRONIC DELIVERY OF DOCUMENTS. By signing this Agreement, the Awardee (i) consents to the electronic delivery of this
Agreement, all information with respect to the Plan and the Award, and any reports of the Company provided generally to the Company’s stockholders;
(ii) acknowledges that the Awardee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Awardee by
contacting the Company by telephone or in writing; (iii) further acknowledges that the Awardee may revoke the Awardee’s consent to the electronic
delivery of documents at any time by notifying the Company of such revoked consent by telephone, postal service or electronic mail; and (iv) further
acknowledges that the Awardee understands that the Awardee is not required to consent to electronic delivery of documents.
20. 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.
(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, the 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 the Awardee and his heirs, personal representatives, successors and assigns; provided, however, that nothing contained
herein shall be construed as granting the Awardee the right to transfer any of his Award except in accordance with this Agreement. If the Award is
settled after the death of the Awardee, the Award shall be considered transferred to the person or persons (the “Heir”) to whom the Awardee’s rights under
the Award passed by will or by the applicable laws of descent and distribution, as to all shares of Stock granted under this Award. It shall be the
responsibility of the Heir to notify the Company of any changes in address.
(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 be exempt from Section 409A of the Code. Should any provision of this Agreement be found to
be contrary to this intent, it shall be modified and given effect, in the sole discretion of the Committee and without requiring the Awardee’s consent
(notwithstanding anything herein to the contrary), in such manner as the Committee determines to be necessary or appropriate to effectuate an
exemption from Section 409A of the Code or comply therewith. The Company has no duty or obligation to minimize the tax consequences to the Awardee
of this Award and shall not be liable for any adverse tax consequences to the Awardee arising in connection with this Award.