JACK IN THE BOX INC.
NON EMPLOYEE DIRECTOR
RESTRICTED STOCK UNIT AWARD
UNDER THE 2004 STOCK INCENTIVE PLAN
THIS AGREEMENT is made as of <<date>> between JACK IN THE BOX INC., a Delaware corporation (the “Company”), and «full name» (the “Awardee”).
The Compensation Committee (the “Committee”) of the Board of Directors of the Company which administers the Company’s 2004 Stock Incentive Plan (the “Plan”), has granted to the Awardee as of <<date>>,(the “Grant Date”), this award of Restricted Stock Units (RSUs), on the terms and conditions set forth herein.
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.RESTRICTED STOCK UNIT AWARD. The Committee hereby grants «NUMBER_OF_SHARES» shares of RSUs (the “Award”) to the Awardee on the terms and conditions set forth herein. All of the RSUs are nonvested as of the Grant Date. As of the Grant Date, the Company will credit to a bookkeeping account maintained by the Company for Awardee’s benefit the number of RSUs subject to the Award. Upon vesting and settlement, a portion of the shares of Stock that are delivered to the Awardee’s brokerage account will be subject to an additional holding period requirement, as described in Section 4.
2. VESTING. Notwithstanding any other provision of the Plan to the contrary, and except as provided in Section 8 (Termination of Service) and Section 11 (Terminating Transactions) of this Agreement, this Award shall vest 100% on the first business day 12 months from the Grant Date (<<Vest Date>>). No portion of this Award shall become vested prior to the first anniversary of the Grant Date except as provided in Section 8 or Section 11 of this Agreement.
3. DEFERRAL ELECTION. An Awardee may elect to defer this Award until the earlier of his or her termination of Board service or a Change in Control, provided such election is made on a timely basis in compliance with the requirements of Internal Revenue Code Section 409A and the regulations and other guidance issued thereunder (collectively, “Code Section 409A”). An Awardee’s election with respect to the deferral of an Award shall be submitted in writing and in a form reasonably acceptable to the Company within the time period established by the Company in accordance with the preceding sentence. If an Awardee has made such an election, distribution of the Award shall be deferred until the earliest event specified in Section 6(b), as applicable. An Awardee who fails to make an express election with respect to the deferral of an Award shall be deemed to have elected not to defer the Award.
4. HOLDING PERIOD REQUIREMENT. As a condition to receipt of this Award, Awardee hereby acknowledges and agrees to be bound by applicable stock holding requirements that could require that the Awardee hold and not transfer under any circumstance until the Awardee’s termination of service to the Company, all or a portion of the total net shares of Stock (rounded to the nearest whole share) issued to Awardee pursuant to vesting of the RSU Award.
5. CONSIDERATION. This Award has been granted in consideration of the Awardee’s continued service as a Director and acceptance by the Awardee of the terms and conditions set forth in the Plan and in the Agreement.