Exhibit 10.15
XXXX IN THE BOX INC.
RESTRICTED STOCK AWARD
UNDER THE 2002 STOCK INCENTIVE PLAN
THIS AGREEMENT is made as of _____________, 20__ between Jack in the
Box Inc., a Delaware corporation (the "Company"), and <> (the
"Awardee").
RECITALS
The Compensation Committee (the "Committee") of the Board of Directors
of the Company which administers the Company's 2002 Stock Incentive Plan (the
"Plan"), has granted to the Awardee as of _______________, 20__, this award of
Restricted Stock, 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. RESTRICTED STOCK AWARD. The Committee hereby grants <>
(<>) shares of common stock of the Company, par value $0.01
per share (the "Award") to the Awardee. As of the date of this Award, the
Awardee will acquire and the Company will issue, subject to the terms and
conditions set forth herein, the number of shares of Common Stock of the
Company, par value $0.01 per share ("Common Stock") provided under this Award.
As a condition to the issuance of the Award, the Awardee shall execute and
deliver to the Company along with this executed Agreement (a) the Joint Escrow
Instructions in the form attached to this Agreement and (b) the Assignment
Separate from Certificate duly endorsed (with date and number of shares blank)
in the form attached to this Agreement.
2. VESTING. Notwithstanding any other provision of the Plan to the
contrary, and except as may be provided in the sole and absolute discretion of
the Company, or as provided in Section 13 (Terminating Transactions) of this
Agreement, no shares of Common Stock issued under this Award shall become vested
at any time prior to the Awardee's termination of employment with the Company.
Upon the Awardee's termination of employment, that portion of the Award which
shall be considered vested as of such termination date, shall be determined in
accordance with Section 6 of this Agreement.
3. CONSIDERATION. The Company acknowledges that Awardee has earned
the Award Shares in the form of services previously rendered to the Company
or a subsidiary pursuant to Delaware Code Section 153.
4. AWARD AS COMPENSATION. No amount attributable to this Award shall
be considered as compensation for the purposes of any other Company sponsored
plans.
5. CERTIFICATE REGISTRATION. The certificate for the shares of Common
Stock underlying this Award shall be registered in the name of the Awardee
(as evidenced by the appropriate entry on the books of the Company or of a
duly authorized transfer agent of the Company).
6. TERMINATION OF EMPLOYMENT.
(a) Termination for Cause. If the Awardee is terminated for
cause (as determined by the Company's Board of Directors (the "Board") in its
sole discretion) prior to November 8, 2012, then all of the shares of Common
Stock underlying this Award will be automatically forfeited by the Awardee
concurrently with such termination of employment, unless otherwise determined by
the Board in its sole discretion. If the Awardee is terminated for cause prior
to November 8, 2012, and unless otherwise determined by the Board in its sole
discretion, the Awardee shall not be deemed vested in any portion of this Award,
regardless of any vesting percentage which might have applied to such Award on
account of this Section 6 for any other reason. If the Awardee is terminated for
cause on or after November 8, 2012, upon termination 100% of the award shall
vest.
(b) Involuntary Termination or Voluntary Termination. If the
Awardee ceases to be employed by the Company, its parent or a subsidiary because
of Awardee's involuntary termination (other than for cause as described above)
or voluntary termination, before the Awardee is eligible to retire under a
Company sponsored retirement plan, then that portion of the Award which shall be
considered vested on such termination shall be, unless otherwise determined by
the Board in its sole discretion, calculated in accordance with the following
schedule.
Date of Termination Vesting Percentage
Prior to November 8, 2005 0%
On or after November 8, 2005 15%
On or after November 8, 2006 20%
On or after November 8, 2007 25%
On or after November 8, 2008 30%
On or after November 8, 2009 35%
On or after November 8, 2010 40%
On or after November 8, 2011 45%
On or after November 8, 2012 100%
Any portion of the Award which is not vested on the date of termination of
employment, or determined to be vested by the Board in its sole discretion,
shall be forfeited as of the date of termination of employment. It shall be the
responsibility of the Awardee to notify the Company of any changes in address.
As used in this Agreement, the term "parent" means any present or future
corporation which would be a "parent corporation" of the Company as defined in
Section 424(e) of the Internal Revenue Code and, "subsidiary" means any present
or future corporation which would be a "subsidiary corporation" of the Company
as defined in Section 424(f) of the Internal Revenue Code.
(c) Retirement. If Awardee is eligible to retire under a
Company sponsored retirement plan and ceases to be employed by the Company, its
parent or a subsidiary for any reason other than (a) termination for cause, as
determined by the Company in its sole discretion, or, (b) the Awardees death or
Total and Permanent Disability (as defined below), then this Award shall become
vested on such termination date in an amount equal to the greater of (i) such
vesting as would have been determined by assuming 30% of the Award vested on
November 8, 2005, and thereafter an additional 10% of the shares subject to this
Award shall have become vested on each anniversary date of the Award following
November 8, 2005 until such time as the Award became 100% vested on the date 10
years after the anniversary of the original grant of this Award, or (ii)
provided that as of November 8, 2005, the Awardee is still employed by the
Company, and had been continuously employed by the Company since the date this
Award was granted, such vesting as would have occurred had 10% of the Award been
determined to be vested for each year of service the Awardee provided to the
Company, or (iii) in such greater amount as may be determined by the Board in
its sole discretion. In no event however shall any portion of this Award be
considered vested prior to the Awardee's termination date. It shall be the
responsibility of the Awardee to notify the Company of any changes in address.
(d) Disability. If Awardee shall suffer Total and Permanent
Disability while in the employment of the Company, its parent or a subsidiary,
then this Award will become 100% vested on such date the Awardee terminates
employment on account of such Total and Permanent Disability. As used in this
Agreement "Total and Permanent Disability" is defined as the inability to
perform the duties of your occupation, or any occupation for which you are
qualified or may reasonably become qualified by education, training or
experience, because of an illness or injury unavoidable cause for a period of at
least six (6) months, provided the inability is determined or expected to be
permanent by a physician selected by the Company.
(e) Death. If Awardee dies while in the employment of the
Company, its parent or a subsidiary, and the Awardee had not been determined to
have suffered Total and Permanent Disability within ninety (90) days of such
Awardee's death, then this Award will become 100% vested on the date the Awardee
terminates employment on account of death. The Award shall be considered
transferred to the person or persons (the "Heir") to whom Awardee's rights under
the Award passed by will or by the applicable laws of descent and distribution,
as to all shares of Common Stock granted under this Award. It shall be the
responsibility of the Heir to notify the Company of any changes in address.
7. COMPANY REACQUISITION RIGHT. In the event that (a) the Awardee's
employment terminates for any reason or no reason, with or without cause, or (b)
the Awardee, the Awardee's legal representative, or other holder of the shares
of Common Stock subject to this Award, attempts to sell, exchange, transfer,
pledge, or otherwise dispose of any portion of this Award prior to its
distribution from the escrow established in accordance with Section 8 of this
Agreement, the Company shall automatically reacquire such shares underlying the
applicable portion of this Award, and the Awardee shall not be entitled to any
payment therefore (the "Company Reacquisition Right").
8. ESCROW. To ensure that shares of Common Stock subject to the Company
Reacquisition Right will be available for reacquisition, the Awardee agrees to
deliver to and deposit with an escrow agent designated by the Company the
certificate evidencing the shares of Common Stock subject to the Award, together
with an Assignment Separate from Certificate with respect to such certificate
duly endorsed in the form attached to this Agreement, to be held by the agent
under the terms and conditions of the Joint Escrow Instructions in the form
attached to this Agreement (the "Escrow"). The Company shall bear the expenses
of the Escrow.
As soon as practicable after the expiration of the Company's
Reacquisition Right with respect to any shares underlying this Award, the
Company shall give to the escrow agent a written notice directing the escrow
agent to deliver such shares of Common Stock to the Awardee. As soon as
practicable after receipt of such notice, the escrow agent shall deliver to the
Awardee the shares of Common Stock specified in such notice, and the Escrow
shall terminate with respect to such shares.
9. TAXES AND WITHHOLDING. At the time this Agreement is executed, or at
any time as requested by the Company, the Awardee hereby authorizes withholding
from any amounts payable to the Awardee, including specifically any payroll
check, and otherwise agrees to make adequate provision for, any sums required to
satisfy the income taxes, FICA, state disability insurance or other similar
payroll and withholding taxes arising from the receipt of shares of Common Stock
subject to this Award, including without limitation, obligations arising upon
the (a) transfer of shares of Common Stock to the Awardee, (b) the vesting of
any shares subject to this Award, or (c) the filing of an election to recognize
tax liability. The Company shall have no obligation to deliver the shares or to
release any shares from Escrow until the tax withholding obligations of the
Company have been satisfied by the Awardee.
If, the Company determines that it is required to withhold
taxes on account of any present or future tax required as a result of this
Award, the Company may also require the Awardee to pay the amount of such tax by
a cashier's or certified bank check, or, at the sole discretion of the Company,
by either (a) personal check, payable to the order of Jack in the Box Inc., in
advance of and as a condition to the delivery of the shares of Common Stock out
of the Escrow, or (b) to deduct from the shares of Common Stock to be
distributed from the Escrow that number of whole shares of Common Stock having a
fair market value equal to all or any part of the federal, state, local and
foreign taxes, if any, required by law to be withheld by the Company with
respect to such distribution.
10. LEGALITY. The Company is not required to issue any shares of Common
Stock subject to this Award 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 Common Stock may be listed, shall have been
fully complied with.
If the shares of Common 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 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.
11. ADJUSTMENTS IN STOCK. Subject to the provisions of the Plan, if the
outstanding shares of the Company 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 consistent with any and all changes stipulated above, any fractional
shares resulting from adjustments will be settled in cash.
12. NONTRANSFERABILITY OF AWARD. This Award is not transferable
otherwise than by will or the laws of descent and distribution. This Award shall
not be otherwise transferred, assigned, pledged, hypothecated or otherwise
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, or upon the levy of any execution, attachment or similar process upon
this Award, this Award shall immediately terminate and become null and void.
13. TERMINATING TRANSACTIONS. Upon the dissolution or liquidation of
the Company prior to the shares of Common Stock subject to this Award becoming
100% vested this Award shall terminate. Upon the occurrence of any (i) merger or
consolidation in which the Company shall not be the surviving entity (or
survives only as a subsidiary of another entity whose shareholders did not own
all or substantially all of the Company's Common Stock immediately prior to such
transaction), (ii) sale of all or substantially all of the Company's assets to
any other person or entity (other than a wholly-owned subsidiary), or (iii) the
acquisition of beneficial ownership or control of (including, without
limitation, power to vote) more than 50% of the outstanding shares of Common
Stock by any person or entity (including a "group" as defined by or under
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(collectively a "Terminating Transaction"), this Award shall terminate unless
provision be made in writing in connection with such transaction for the
assumption of the Award or the substitution for the Award of a new Award
covering the shares of Common Stock of a successor employer corporation, or a
parent or subsidiary thereof or of the Company, with appropriate adjustments as
to the number and kind of shares and prices, in which event this Award shall
continue in the manner and under the terms so provided. If this Award shall
terminate pursuant to the foregoing sentences, the shares subject to the Award
shall be considered 100% vested at such time immediately prior to the
consummation of the Terminating Transaction as the Company shall designate.
14. NOTICES. All notices or other communications under this Agreement
shall be given in writing and shall be deemed duly given and received on the
third full business day following the day of the mailing thereof by registered
or certified mail, return receipt requested, or when delivered personally as
follows:
(a) If to the Company, at its principal executive offices at the
time of the giving of such notice, or at such other place as the Company shall
have designated by notice as herein provided to each of the Awardees;
(b) If to Awardee, at the address as it appears below Awardee's
signature to this Agreement, or at such other place as Awardee shall have
designated by notice as herein provided to the Company; and
(c) If to any other holder, at such holder's last address
appearing in the Company's records.
15. 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 as may be amended from time to time, (but no amendment shall adversely
affect the Awardee's rights under this Award) and any rules and regulations
promulgated by the Committee, which shall be controlling. All 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 subsidiaries and all former, present and future employees of the
Company or its subsidiaries.
16. RIGHT TO CONTINUED 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.
17. RIGHTS AS A SHAREHOLDER. The Awardee shall have no rights as a
stockholder with respect to the shares of Common Stock subject to the Award
until the date of the issuance of a certificate for such shares of Common Stock
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company). No adjustment shall be made for
dividends, distributions or other rights for which the record date is prior to
the date such certificate is issued, except as provided in Section 11. Subject
to the provisions of this Agreement, the Awardee shall be entitled to all rights
and privileges of a stockholder of the Company with respect to shares of Common
Stock deposited in the Escrow pursuant to Section 8.
18. ARBITRATION. Any dispute or claim concerning any Award granted (or
not granted) pursuant to the Plan and this Agreement and any other disputes or
claims relating to or arising out of the Plan and this Agreement shall be fully,
finally and exclusively resolved by binding arbitration conducted in San Diego,
California, by either (i) the American Arbitration Association in accordance
with its rules and procedures, or (ii) by any party mutually agreed upon by the
Committee and the claimant. By accepting an Award, the Awardee and the Company
waive their respective rights to have any disputes or claims tried by a judge or
jury.
19. LAWS APPLICABLE TO CONSTRUCTION. This Agreement shall be
deemed to be a contract under the laws of the State of Delaware and for all
purposes shall be construed and enforced in accordance with the internal laws of
the State of Delaware without regard to the principles of conflicts of law.
20. 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.
21. GENERAL. The Company shall at all times during the term of this
Award reserve and keep available such numbers of shares of Common 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.
22. ANNUAL REPORTS. The Company shall during the term of this
Award provide to Awardee an annual report regarding the Company.
23. 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. 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,
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 Awardee and his heirs, personal representatives,
successors and assigns; provided, however, that nothing contained herein shall
be construed as granting Awardee the right to transfer any of his Award except
in accordance with this Agreement.
(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) Whenever the pronouns "he" or "his" are used herein they
shall also be deemed to mean "she" or "hers" or "it" or "its" whenever
applicable. Words in the singular shall be read and construed as though in the
plural and words in the plural shall be read and construed as though in the
singular in all cases where they would so apply.
(h) This Agreement may be executed in counterparts, all of
which taken together shall be deemed one original.
IN WITNESS WHEREOF, the Company has caused this Award to be granted on
its behalf by its President or one of its Vice Presidents and Awardee has
hereunto set his hand on the day and year first above written.
Jack in the Box Inc. Awardee
By:
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Xxxxxx X. Xxxxxx Signature
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Name
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Street Address
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City and State
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Social Security No.
