Exhibit 10.1
    

    

    

    
      AMENDMENT NO. 2 TO COOPERATION AGREEMENT
    

    

    

    
      THIS AMENDMENT NO. 2 TO COOPERATION
      AGREEMENT (this “Amendment”)
      is entered into as of March 6, 2019, by JANA Partners LLC (“JANA”)
      and Jack in the Box Inc. (the “Company”).   
    

    

    

    
      R E C I T A L S
    

    

    

    
      WHEREAS, the Company and JANA entered into
      that certain Cooperation Agreement, dated October 29, 2018, as amended
      by Amendment No. 1 thereto dated January 4, 2019 (the “Agreement”;
      capitalized terms used but not defined herein shall have the meanings
      ascribed to such terms in the Agreement).
    

    

    

    
      WHEREAS, the Company and JANA desire
      hereby to amend the Agreement in the manner set forth herein.
    

    

    

    
      NOW, THEREFORE, in consideration of the
      foregoing recitals, the covenants and agreements contained herein and
      for other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, the parties hereto agree as follows:
    

    

    

    
      1.          Amendment.  The
      Agreement is hereby amended as follows:
    

    

    

    
                   a.      All references in the
      Agreement to “March 15, 2019” are replaced with references to “April 30,
      2019”.
    

    

    

    
                   b.      All references in the
      Agreement to the 2019 Annual Meeting, and all provisions of the
      Agreement relating to actions to be taken at or in respect of the 2019
      Annual Meeting, are deleted.
    

    

    

    
      2.         Ratification
      of Agreement.  Except as set
      forth herein, the Agreement shall remain unmodified and in full force
      and effect.
    

    

    

    
      3.         Successors.  This
      Amendment shall be binding on and inure to the benefit of each party and
      its successors.
    

    

    

    
      4.         Governing
      Law.  This Amendment shall be
      interpreted, governed, and construed under the laws of the State of
      Delaware without regard to the conflicts of laws principles thereof.
    

    

    

    
      5.         Counterparts.  This
      Amendment may be executed in two or more counterparts either manually or
      by electronic or digital signature (including by facsimile or email
      transmission), each of which shall be deemed an original and which
      together shall constitute a single agreement.
    

    

    

    
      [Signature Pages Follow]
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      IN WITNESS WHEREOF, each of the parties
      hereto has executed this Agreement, or caused the same to be executed by
      its duly authorized representative as of the date first above written.
    

    

    


    	
          JACK IN THE BOX INC.
        	

        
	

        	
           
        
	

        	
           
        
	
          By:
        	
          /s/ Phillip Rudolph
        	

        
	
          Name:
        	
          Phillip Rudolph
        	

        
	
          Title:
        	
          Executive Vice President, Chief Legal & Risk Officer and Corporate
          Secretary
        	

        
	

        	
           
        
	

        	
           
        
	
          JANA PARTNERS LLC
        	

        
	

        	
           
        
	

        	
           
        
	
          By:
        	
          /s/ Charles Penner
        	

        
	
          Name:
        	
          Charles Penner
        	

        
	
          Title:
        	
          Partner
        	

        


    

    

    

    

    

    

    

    
      Signature Page to Amendment No. 2 to
      Cooperation Agreement