Exhibit 10.10.1
    

    
      COMPENSATION AND BENEFITS
ASSURANCE AGREEMENT FOR
      EXECUTIVES                                    
    

    
      Jack in the Box Inc.
    

    
      CONFIDENTIAL



    

    
      Contents
    

    


    

    	

        	
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          Section 1. Term of Agreement
        	
          1
        
	

        	
           
        
	
          Section 2. Severance Benefits
        	
          2
        
	

        	
           
        
	
          Section 3. Excise Tax
        	
          7
        
	

        	
           
        
	
          Section 4. Successors and Assignments
        	
          8
        
	

        	
           
        
	
          Section 5. Miscellaneous
        	
          8
        
	

        	
           
        
	
          Section 6. Contractual Rights and Legal Remedies
        	
          9
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Compensation and Benefits Assurance
      Agreement
    

    
      This COMPENSATION AND BENEFITS ASSURANCE AGREEMENT (this “Agreement”) is
      made, entered into, and is effective as of the [date] (the “Effective
      Date”) by and between Jack in the Box Inc. (hereinafter referred to as
      the “Company”) and the eligible Executive (hereinafter referred to as
      the “Executive”).
    

    
      WHEREAS, the Executive is presently employed by the Company in a key
      management capacity in one of the following positions: Chairman of the
      Board and Chief Executive Officer, President and Chief Operating
      Officer, Executive Vice Presidents, Senior Vice President, and Qdoba
      President & Chief Executive Officer, and;
    

    
      WHEREAS, the Executive possesses considerable experience and knowledge
      of the business and affairs of the Company concerning its policies,
      methods, personnel, and operations, and
    

    
      WHEREAS, the Company desires assuring the continued employment of the
      Executive in a key management capacity and the Executive is desirous of
      having such assurances.
    

    
      NOW THEREFORE, in consideration of the foregoing and of the mutual
      covenants and agreement of the parties set forth in this Agreement, and
      of other good and valuable consideration the receipt and sufficiency of
      which are hereby acknowledged, the parties hereto intending to be
      legally bound agree as follows:
    

    
      Section 1.  Term of Agreement
    

    
      This Agreement will commence on the Effective Date and shall continue in
      effect for two full calendar years (through [two years from effective
      date] ) (the “Initial Term”), superseding all earlier Compensation and
      Benefits Assurance Agreements entered into by and between the Company
      and the Executive.
    

    
      The Initial Term of this Agreement automatically shall be extended for
      two additional calendar years at the end of the Initial Term, and then
      again after each successive two-year period thereafter (each such
      two-year period following the Initial Term a “Successive
      Period”).  However, either party may terminate this Agreement at the end
      of the Initial Term, or at the end of any Successive Period thereafter,
      by giving the other party written notice of intent not to renew,
      delivered at least six (6) months prior to the end of such Initial Term
      or Successive Period.  If such notice is properly delivered by either
      party, this Agreement, along with all corresponding rights, duties, and
      covenants shall automatically expire at the end of the Initial Term or
      Successive Period then in progress.
    

    
      
        

        

      

      
        
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      In the event that a “Change in Control” of the Company occurs (as
      defined in Section 2.4 herein) during the Initial Term or any Successive
      Period, upon the effective date of such Change in Control, the term of
      this Agreement shall automatically and irrevocably be renewed for a
      period of twenty-four (24) full calendar months from the effective date
      of such Change in Control.  This Agreement shall thereafter
      automatically terminate following the twenty-four (24) month Change in
      Control renewal period.  Further, this Agreement shall be assigned to,
      and shall be assumed by, the purchaser in such Change in Control, as
      further provided in Section 4 herein.
    

    
      Section 2.  Severance Benefits
    

    
      2.1.  Right to Severance Benefits. The Executive shall be entitled to
      receive from the Company Severance Benefits as described in Section 2.3
      herein, if during the term of this Agreement there has been a Change in
      Control of the Company and if, within twenty-four (24) calendar months
      immediately thereafter, the Executive’s employment with the Company
      shall end due to a Qualifying Termination (as defined in Section 2.2
      herein).  The Severance Benefits described in Sections 2.3(a), 2.3(b),
      and 2.3(c) herein shall be paid in cash to the Executive.
    

    
      The Severance Benefits described in Sections 2.3(a), 2.3(b), 2.3(c),
      2.3(d) and 2.3(e) shall be paid out of the general assets of the Company.
    

    
      2.2.  Qualifying Termination.  In the event the Executive incurs a
      separation from service (as defined in Internal Revenue Code (the
      “Code”) section 409A and its regulations) as a result of the occurrence
      of any of the following events during the 24-month period following a
      Change in Control of the Company (“Qualifying Termination”), the Company
      shall provide Executive Severance Benefits, as such benefits are
      described under Section 2.3 herein:
    

    
      (a)  The Company’s involuntary termination of the Executive’s employment
      without Cause (as such term is defined in Section 2.6. herein); and
    

    
      (b)  The Executive’s voluntary termination of employment for Good Reason
      (as such term is defined in Section 2.5 herein).
    

    
      Notwithstanding the foregoing, a Qualifying Termination shall not
      include (i) a termination of the Executive’s employment within
      twenty-four (24) calendar months after a Change in Control by reason of
      death or disability (defined as a physical or mental condition that
      results in a total and permanent disability to such extent that the
      person is eligible for disability benefits under the federal Social
      Security Act, , (ii) the Executive’s voluntary termination without Good
      Reason, or (iii) the Company’s involuntary termination of the
      Executive’s employment for Cause.
    

    
      In the event the Executive’s employment is terminated during the
      24-month period following a Change in Control due to death or disability
      (defined as a physical or mental condition that results in a total and
      permanent disability to such extent that the person is eligible for
      disability benefits under the federal Social Security Act,, any benefits
      or payments provided to the Executive will be provided in accordance
      with the terms of the Company’s standard severance policy then in effect.
    

    
      2.3.  Description of Severance Benefits.  Subject to, and to the extent
      applicable, the payment distribution rules applicable to “specified
      employees” (as defined in Code section 409A) set forth in Section 6.12
      herein, in the event that the Executive incurs a Qualifying Termination,
      the Company shall pay to the Executive and provide the Executive the
      following:
    

    
      (a)  A lump-sum cash amount equal to the Executive’s unpaid Base Salary
      (as such term is defined in Section 2.7 herein), accrued vacation pay,
      un-reimbursed business expenses, and all other items earned by and owed
      to the Executive through and including the date of the Qualifying
      Termination; provided that any business expense reimbursements shall (i)
      be paid no later than the last day of the Executive’s tax year following
      the tax year in which the expense was incurred, (ii) not be affected by
      any other expense eligible for reimbursement in a tax year, and (iii)
      not be subject to liquidation or exchange for another benefit.  Such
      payment shall be payable within 90 days of the effective date of the
      Executive’s Qualifying Termination and constitute full satisfaction for
      these amounts owed to the Executive.
    

    
      
        

        

      

      
        
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      (b)  A lump-sum cash amount equal to the result obtained by multiplying
      (i) the Executive’s annual rate of Base Salary in effect upon the date
      of the Qualifying Termination or, if greater, the Executive’s annual
      rate of Base Salary in effect immediately prior to the occurrence of the
      Change in Control by (ii) the following multiple, as applicable to the
      Executive (such applicable multiple referred to herein as the
      “Multiple”):
    

    
      ●
      3.0x for Chairman of the Board & Chief Executive Officer
●
      2.5x for Executive Vice Presidents
●
      1.5x for Qdoba President & Chief Executive Officer
●
      1.5x for Senior Vice Presidents. Such payment shall be payable
      within 90 days of the effective date of the Executive’s Qualifying
      Termination and constitute full satisfaction for these amounts owed to
      the Executive.
    

    
      (c)  A lump-sum cash amount equal to the result obtained by multiplying
      (i) the Multiple and (ii) the greater of: (I) the result of the
      Executive’s annualized Base Salary determined in (b) above multiplied by
      the Executive’s average bonus percentage for the last three (3) years
      prior to the effective date of the Change in Control or (II) the
      Executive’s average dollar amount of bonus paid for the last three (3)
      years prior to the Change in Control.  If the Executive does not have
      three (3) full years of bonus payments prior to a Change in Control, the
      Company will substitute the target bonus percentage for each missing
      year.  Such payment shall be payable within 90 days of the effective
      date of the Executive’s Qualifying Termination and constitute full
      satisfaction for these amounts owed to the Executive.
    

    
      (d)  At the exact same cost to the Executive, and at the same coverage
      level as in effect as of the Executive’s date of the Qualifying
      Termination (subject to changes in coverage levels applicable to all
      employees generally), a continuation of the Executive’s (and the
      Executive’s eligible dependents”) health insurance coverage for the
      following time periods from the date of the Qualifying Termination, as
      applicable:
    

    
      ●
      36 months for Chairman of the Board & Chief Executive Officer
●
      30 months for, Executive Vice President
●
      18 months for Qdoba President & Chief Executive Officer
●
      18 months for Senior Vice Presidents (such applicable period
      referred to herein as the “Continuation Coverage Period”).
    

    
      
        

        

      

      
        
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      The Continuation Coverage Period will run concurrently with any coverage
      provided as required by the Consolidated Omnibus Budget Reconciliation
      Act of 1985 (“COBRA”).  If coverage provided during the Continuation
      Coverage Period requires a monthly payment to the Plan, the Company will
      pay the required amount, adjusted on a pre-tax basis. For this purpose,
      the Executive shall be deemed to be at the highest marginal rate of
      federal and state taxes.  Notwithstanding the foregoing, any payments or
      benefits that the Executive receives during the Continuation Coverage
      Period shall (i) be paid no later than the last day of the Executive’s
      tax year following the tax year in which the expense was incurred, (ii)
      not be affected by any other expense eligible for reimbursement in a tax
      year, and (iii) not be subject to liquidation or exchange for another
      benefit. Such payment shall constitute full satisfaction for these
      amounts owed to the Executive.
    

    
      The Continuation Coverage Period shall cease prior to the end of the
      eighteenth (18th) month of such period in the event the Executive
      becomes covered under health insurance coverage of a subsequent employer
      which does not contain any exclusion or limitation with respect to any
      preexisting condition of the Executive or the Executive’s eligible
      dependents.  For purposes of enforcing this offset provision, the
      Executive acknowledges and agrees to inform the Company as to the terms
      and conditions of any subsequent employment and the corresponding
      benefits earned from such employment.  The Executive shall provide, or
      cause a subsequent employer to provide, to the Company in writing
      correct, complete, and timely information concerning the benefits
      provided under such health insurance coverage.
    

    
      (e)  The Executive shall be entitled, at the expense of the Company, to
      receive standard outplacement services from a nationally recognized
      outplacement firm of the Executive’s selection, for period of up to one
      (1) year from the effective date of the Executive’s Qualifying
      Termination.
    

    
      (f)  Pursuant to the terms of the Award Agreements under the Company’s
      Stock Incentive Plans, all unvested stock options, restricted stock and
      unit awards, and all performance-based unit awards will become fully
      vested as of the effective date of the Executive’s Qualifying
      Termination. Such options shall be exercisable in accordance with the
      terms of the Company’s Stock Incentive Compensation Plan and the award
      agreement.
    

    
      2.4.  Definition of “Change in Control.” “Change in Control” of the
      Company means, and shall be deemed to have occurred upon, the first to
      occur of any of the following events:
    

    
      (a)  Any Person (other than those Persons in control of the Company as
      of the Effective Date, or other than a trustee or other fiduciary
      holding securities under an employee benefit plan of the Company, or a
      corporation owned directly or indirectly by the stockholders of the
      Company in substantially the same proportions as their ownership of
      stock of the Company) becomes the Beneficial Owner, directly or
      indirectly, of securities of the Company representing fifty percent
      (50%) or more of (i) the then outstanding shares of the securities of
      the Company, or (ii) the combined voting power of the then outstanding
      securities of the Company entitled to vote generally in the election of
      directors (“Company Voting Stock”); or
    

    
      
        

        

      

      
        
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      (b)  The majority of members of the Company’s  Board of Directors is
      replaced during any 12-month period by directors whose appointment or
      election is not endorsed by a majority of the members of the Company’s
      Board of Directors before the date of the appointment; or
    

    
      (c)  The stockholders of the Company approve: (i) a plan of complete
      liquidation of the Company; or (ii) an agreement for the sale or
      disposition of all or substantially all of the Company’s assets; or
      (iii) a merger, consolidation, or reorganization of the Company with or
      involving any other corporation, if immediately after such transaction
      persons who hold a majority of the outstanding voting securities
      entitled to vote generally in the election of directors of the surviving
      entity (or the entity owning 100% of such surviving entity) are not
      persons who, immediately prior to such transaction, held the Company
      Voting Stock.
    

    
      However, in no event shall a “Change in Control” be deemed to have
      occurred, with respect to the Executive, if the Executive is part of a
      purchasing group which consummates the Change- in Control
      transaction.  The Executive shall be deemed “part of a purchasing group”
      for purposes of the preceding sentence if the Executive is an equity
      participant in the purchasing company or group (except for: (i) passive
      ownership of less than two percent (2%) of the stock of the purchasing
      company; or (ii) ownership of equity participation in the purchasing
      company or group which is otherwise not significant, as determined prior
      to the Change in Control by a majority of the non-employee continuing
      Directors).
    

    
      2.5.  Definition of “Good Reason.”  “Good
      Reason” shall be determined by the Executive, in the exercise of good
      faith and reasonable judgment, and shall mean, without the Executive’s
      express written consent, the occurrence of any one or more of the
      following conditions:
    

    
      (i)  The material diminution in the Executive’s authorities, duties or
      responsibilities, which shall include a material reduction or alteration
      in the nature or status of the Executive’s authorities, duties, or
      responsibilities, from those in effect as of ninety (90) calendar days
      prior to the Change in Control, other than an insubstantial and
      inadvertent act that is remedied by the Company promptly after receipt
      of notice thereof given by the Executive;
    

    
      (ii)  The Company requiring the Executive to be based at a location in
      excess of fifty (50) miles from the location of the Executive’s
      principal job location or office immediately prior to the Change in
      Control; except for required travel on the Company’s business to an
      extent consistent with the Executive’s then present business travel
      obligations;
    

    
      
        

        

      

      
        
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      (iii)  A material reduction by the Company of the
      Executive’s Base Salary in effect on the Effective Date, or as the same
      shall be increased from time to time;
    

    
      (iv)  A material reduction in the Company’s
      compensation, health and welfare benefits, retirement benefits, or
      perquisite programs under which the Executive receives value, as such
      program exists immediately prior to the Change in Control.  However, the
      replacement of an existing program with a new program will be
      permissible (and not grounds for a Good Reason termination) if there is
      not a material reduction in the value to be delivered to the Executive
      under the new program; or
    

    
      (v)  Any material breach by the Company of its obligations under Section
      4 of this Agreement.
    

    
      A termination will not be considered Good Reason as defined herein
      unless the Executive provides the Company with written notice of the
      existence of the applicable condition described in clauses (i) through
      (v) above no later than 90 days after the initial existence of such
      condition is known by the Executive and the Company fails to remedy such
      condition within 30 days of the date of such written notice.
    

    
      The Executive’s right to terminate employment for Good Reason shall not
      be affected by the Executive’s incapacity due to physical or mental
      illness.
    

    
      The Executive’s continued employment shall not constitute consent to, or
      a waiver of rights with respect to, any circumstance constituting Good
      Reason herein.
    

    
      2.6.  Definition of “Cause”.  “Cause”
      shall be determined by a committee designated by the Board of Directors
      of the Company (“Administrative Committee”), in the exercise of good
      faith and reasonable judgment, and shall mean the occurrence of any of
      the following:
    

    
      (a)  A demonstrably willful and deliberate act or failure to act by the
      Executive (other than as a result of incapacity due to physical or
      mental illness) which is committed in bad faith, without reasonable
      belief that such action or inaction is in the best interests of the
      Company, which causes actual material financial injury to the Company
      and which act or inaction is not remedied within fifteen (15) business
      days of written notice from the Company; or
    

    
      (b)  The Executive’s conviction by a court of competent jurisdiction for
      committing an act of fraud, embezzlement, theft, or any other act
      constituting a felony involving moral turpitude or causing material
      harm, financial or otherwise, to the Company.
    

    
      
        

        

      

      
        
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      2.7.  Other Defined Terms. The following terms shall
      have the meanings set forth below:
    

    
      (a)  “Base Salary” means, at any time, the then-regular annualized rate
      of pay which the Executive is receiving as a salary, excluding amounts
      (i) designated by the Company as payment toward reimbursement of
      expenses; or (ii) received under incentive or other bonus plans,
      regardless of whether or not the amounts are deferred.
    

    
      (b)  “Beneficial Owner” shall have the meaning ascribed to such term in
      Rule 13d-3 of the General Rules and Regulations under the Exchange Act
      (as such term is defined below).
    

    
      (c)  “Exchange Act” means the Securities Exchange Act of 1934, as
      amended from time to time, or any successor act thereto.
    

    
      (d)  “Person” shall have the meaning ascribed to such term in Section
      3(a)(9) of the Exchange Act and used in Section 13(d) and 14(d) thereof,
      including a “group” as defined in Section 13(d) thereof.
    

    
      Section 3.  Excise Tax.3.1.  Net-Benefit Reduction.
      In the event that the aggregate amount of payments paid or distributed
      to Executive pursuant to this Agreement that would be subject to excise
      tax under section 4999 of the Internal Revenue Code (“Excise Tax”)
      exceed the Executive’s “base amount”(as defined by Code section
      280G(b)(3) and its regulations) (“Payments”), then
      the Payments shall be reduced such that the value of the aggregate total
      payments that the Executive is entitled to receive shall be one dollar
      ($1) less than the maximum amount which the Executive may receive
      without becoming subject to the Excise Tax or which the Company
      may pay without loss of deduction under Code section 280G(a).
    

    
      Agreement. 3.2.  Applicable Rules.  For purposes of
      determining whether any of the Payments will be subject to the Excise
      Tax if not reduced and the amount of the reduction required under
      Section 3.1 above :
    

    
      (a)  Such Payments shall be treated as “parachute payments” within the
      meaning of section 280G of the Code, unless, and except to the extent
      that, in the good faith judgment of the Company’s independent certified
      public accountants appointed
      prior to the Effective Date or tax counsel selected by such accountants
      (the “Accountants”), the Company has a reasonable basis to conclude that
      such Payments (in whole or in part) either do not constitute “parachute
      payments” in excess of the “base amount,” or represent reasonable
      compensation for personal services actually rendered (within the meaning
      of Code section 280G(b)(4)(B))  or  otherwise not subject to such
      Excise Tax; and
    

    
      (b)  The value of any non-cash benefits or any deferred payment or
      benefit shall be determined by the Accountants in accordance with the
      principles of section 280G of the Code.
    

    
      
        

        

      

      
        
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      Section 4.  Successors and Assignments
    

    
      4.1.  Successors.  The Company will require
      any successor (whether via a Change in Control, direct or indirect, by
      purchase, merger, consolidation, or otherwise) of the Company to
      expressly assume and agree to perform the obligations under this
      Agreement in the same manner and to the same extent that the Company
      would be required to perform it if no such succession had taken place.
    

    
      4.2.  Assignment by Executive.  This
      Agreement shall inure to the benefit of and be enforceable by the
      Executive’s personal or legal representatives, executors,
      administrators, successors, heirs, distributees, devisees, and
      legatees.  If the Executive should die while any amount is still payable
      to the Executive hereunder had the Executive continued to live, all such
      amounts, unless otherwise provided herein, shall be paid in accordance
      with the terms of this Agreement, to the Executive’s devisee, legatee,
      or other designee, or if there is no such designee, to the Executive’s
      estate.
    

    
      An Executive’s rights hereunder shall not otherwise be assignable.
    

    
      Section 5.  Miscellaneous
    

    
      5.1.  Administration.  This Agreement shall
      be administered by the Board of Directors of the Company (the “Board”),
      or by the Administrative Committee.  The Administrative Committee
      (with the approval of the Board, if the Board is not the Administrative
      Committee) is authorized to interpret this Agreement, to prescribe and
      rescind rules and regulations, and to make all other determinations
      necessary or advisable for the administration of this Agreement.
    

    
      In fulfilling its administrative duties hereunder, the Administrative
      Committee may rely on outside counsel, independent accountants, or other
      consultants to render advice or assistance.
    

    
      5.2.  Notices.  Any notice required to be
      delivered to the Company or the Administrative Committee by the
      Executive hereunder shall be properly delivered to the Company when
      personally delivered to (including by a reputable overnight courier), or
      actually received through the U.S. mail, postage prepaid, by:
    

    
      Jack in the Box Inc.
9330 Balboa Avenue
San Diego, CA 92123

Attn:
      General Counsel
    

    
      Any notice required to be delivered to the Executive by the Company or
      the Administrative Committee hereunder shall be properly delivered to
      the Executive when personally delivered to (including by a reputable
      overnight courier), or actually received through the U.S. mail, postage
      prepaid, by, the Executive at his last known address as reflected on the
      books and records of the Company.
    

    
      Section 6.  Contractual Rights and Legal Remedies
    

    
      6.1.  Contractual Rights to Benefits.  This
      Agreement establishes in the Executive a right to the benefits to which
      the Executive is entitled hereunder.  However, except as expressly
      stated herein, nothing herein contained shall require or be deemed to
      require, or prohibit or be deemed to prohibit, the Company to segregate,
      earmark, or otherwise set aside any funds or other assets in trust or
      otherwise to provide for any payment to be made or required hereunder.
    

    
      
        

        

      

      
        
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      6.2.  Legal Fees, Compensation and Expenses.  The
      Company shall pay all legal fees, costs of litigation, prejudgment
      interest, and other expenses which are incurred in good faith by the
      Executive.  Additionally, the Company should be required to continue to
      pay and provide the Executive’s compensation and benefits pending
      resolution of conflict.  The aforementioned payments are a result of the
      Company’s refusal to provide the Severance Benefits to which the
      Executive becomes entitled under this Agreement, or as a result of the
      Company’s (or any third party’s) contesting the validity,
      enforceability, or interpretation of the Agreement, or as a result of
      any conflict between the parties pertaining to this Agreement.
    

    
      6.3.  Arbitration.  The Executive
      shall have the right and option to elect (in lieu of litigation) to have
      any dispute or controversy arising under or in connection with this
      Agreement settled by arbitration conducted before a panel of three (3)
      arbitrators sitting in a location selected by the Executive within fifty
      (50) miles form the location of his or her job with the Company, in
      accordance with the rules of the American Arbitration Associations then
      in effect.  The Executive’s election to arbitrate, as herein provided,
      and the decision of the arbitrators in that proceeding, shall be binding
      on the Company and the Executive.
    

    
      Judgment may be entered on the award of the arbitrator in any court
      having jurisdiction.  All expenses of such arbitration, including the
      fees and expenses of the counsel for the Executive, shall be borne by
      the Company.
    

    
      6.4.  Unfunded Agreement.  This
      Agreement is intended to be an unfunded general asset promise for a
      select, highly compensated member of the Company’s management and,
      therefore, is intended to be exempt from the substantive provisions of
      the Employee Retirement Income Security Act of 1974, as amended.
    

    
      6.5.  Exclusivity of Benefits.  Unless
      specifically provided herein, neither the provision of this Agreement
      nor the benefits provided hereunder shall reduce any amounts otherwise
      payable, or in any way diminish the Executive’s rights as an employee of
      the Company, whether existing now or hereafter, under any compensation
      and/or benefit plans, programs, policies, or practices provided by the
      Company, for which the Executive may qualify.
    

    
      Vested benefits or other amounts which the Executive is otherwise
      entitled to receive under any plan, policy, practice, or program of the
      Company (i.e, including, but not limited to, vested benefits under the
      Company’s 401(k) plan), at or subsequent to the Executive’s date of
      Qualifying Termination shall be payable in accordance with such plan,
      policy, practice, or program except as expressly modified by this
      Agreement.
    

    
      6.6.  Includable Compensation.  Severance
      Benefits provided hereunder shall not be considered “includable
      compensation” for purposes of determining the Executive’s benefits under
      any other plan or program of the Company.
    

    
      
        

        

      

      
        
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      6.7.  Employment Status. Nothing herein
      contained shall be deemed to create an employment agreement between the
      Company and the Executive, providing for the employment of the Executive
      by the Company for any fixed period of time.  The Executive’s employment
      with the Company is terminable at-will by the Company or the Executive
      and each shall have the right to terminate the Executive’s employment
      with the Company at any time, with or without Cause, subject to the
      Company’s obligation to provide Severance Benefits as required hereunder.
    

    
      In no event shall the Executive be obligated to seek other employment or
      take any other action by way of mitigation of the amounts payable to the
      Executive under any of the provisions of this Agreement, nor shall the
      amount of any payment hereunder be reduced by any compensation earned by
      the Executive as a result of employment by another employer, other than
      as provided in Section 2.3(e) herein.
    

    
      6.8.  Entire Agreement.  This
      Agreement represents the entire agreement between the parties with
      respect to the subject matter hereof, and supersedes all prior
      discussions, negotiations, and agreements concerning the subject matter
      hereof, including, but not limited to, any prior severance agreement
      made between the Executive and the Company.
    

    
      6.9.  Tax Withholding. The Company shall
      withhold from any amounts payable under this Agreement at federal,
      state, city, or other taxes as legally required to be withheld.
    

    
      6.10.  Waiver of Rights.  Except as
      otherwise provided herein, the Executive’s acceptance of Severance
      Benefits, and any other payments required hereunder shall be deemed to
      be a waiver of all rights and claims of the Executive against the
      Company pertaining to any matters arising under this Agreement.
    

    
      6.11.  Severability.  In the event any provision
      of the Agreement shall be held illegal or invalid for any reason, the
      illegality or invalidity shall not affect the remaining parts of the
      Agreement, and the Agreement shall be construed and enforced as if the
      illegal or invalid provision had not been included.
    

    
      6.12.  Applicable Law.  To the extent
      not preempted by the laws of the United States, the laws of the State of
      Delaware shall be the controlling law in all matters relating to the
      Agreement.
    

    
      6.13.  Application of Section 409A.  Notwithstanding
      any inconsistent provision of this Agreement, to the extent the Company
      determines in good faith that (i) payments or benefits received or to be
      received by the Executive pursuant to this Agreement in connection with
      the Executive’s termination of employment would constitute deferred
      compensation subject to the rules of section 409A of the Code, and (ii)
      the Executive is a “specified employee” under section 409A of the Code,
      then only to the extent required to avoid the Executive’s incurrence of
      any additional tax or interest under Section 409A, such payment or
      benefit will be delayed until the earliest date following the
      Executive’s “separation from service” within the meaning of Section 409A
      which will permit the Executive to avoid such additional tax or
      interest.  The Company and the Executive agree to negotiate in good
      faith to reform any provisions of this Agreement to maintain to the
      maximum extent practicable the original intent of the applicable
      provisions without violating the provisions of section 409A, if the
      Company deems such reformation necessary or advisable pursuant to
      guidance under section 409A to avoid the incurrence of any such interest
      and penalties.  Such reformation shall not result in a reduction of the
      aggregate amount of payments or benefits under this Agreement.
    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, the Company has executed this Agreement, to be
      effective as of the day and year first written above.
    

    
    	
          ATTEST:
        	
           
        	

        	

        	

        
	

        	

        	

        	
          Jack in the Box, Inc.
        	

        
	

        	

        	

        	

        	

        	
           
        
	
          
            By:
          

        	
           
        	

        	
          
            By:
          

        	
          
             
          

        	

        
	
          SVP, General Counsel & Secretary
        	

        	

        	
          Vice President, Human Resources
        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	
          Participating Executive
        	

        
	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	
          
            By:
          

        	
          
             
          

        	

        
	

        	

        	

        	

        	
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