exv10w13






Exhibit 10.13




JACK IN THE BOX INC.




EXECUTIVE DEFERRED COMPENSATION PLAN




As Amended and Restated Effective January 1, 2009




Effective January 1, 2009





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE
	ARTICLE I—PURPOSE
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II—DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	2.1 Account
	 	 	1	 
	2.2 Administrative Committee
	 	 	1	 
	2.3 Beneficiary
	 	 	1	 
	2.4 Board
	 	 	1	 
	2.5 Change in Control
	 	 	1	 
	2.6 Code
	 	 	2	 
	2.7 Company
	 	 	2	 
	2.8 Compensation
	 	 	2	 
	2.9 Deferral Election
	 	 	3	 
	2.10 Disability
	 	 	3	 
	2.11 Discretionary Contribution
	 	 	3	 
	2.12 Effective Date
	 	 	3	 
	2.13 Elected Deferred Compensation
	 	 	3	 
	2.14 Employer
	 	 	3	 
	2.15 Financial Hardship
	 	 	3	 
	2.16 Hardship Distribution
	 	 	4	 
	2.17 Matching Contribution
	 	 	4	 
	2.18 Participant
	 	 	4	 
	2.19 Participation Agreement
	 	 	4	 
	2.20 Plan
	 	 	4	 
	2.21 Plan Year
	 	 	4	 
	2.22 Scheduled Withdrawal
	 	 	4	 
	2.23 Supplemental Contribution
	 	 	4	 
	2.24 Transfer Contribution
	 	 	4	 
	2.25 Year of Service
	 	 	5	 
	 
	 	 	 	 
	ARTICLE III—PARTICIPATION AND DEFERRAL ELECTIONS
	 	 	5	 
	 
	 	 	 	 
	3.1 Eligibility and Participation
	 	 	5	 
	3.2 Deferral Elections
	 	 	5	 
	3.3 Commencement, Duration and Modification of Deferral Election
	 	 	6	 






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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE
	ARTICLE IV—DEFERRED COMPENSATION ACCOUNTS
	 	 	6	 
	 
	 	 	 	 
	4.1 Accounts
	 	 	6	 
	4.2 Crediting of Deferrals
	 	 	6	 
	4.3 Termination Account
	 	 	6	 
	4.4 Scheduled Withdrawal Accounts
	 	 	7	 
	4.5 Matching Contribution Account
	 	 	7	 
	4.6 Discretionary Contribution Account
	 	 	7	 
	4.7 Supplemental Contribution Account
	 	 	7	 
	4.8 Transfer Contribution
	 	 	7	 
	4.9 Vesting of Accounts
	 	 	7	 
	4.10 Statement of Accounts
	 	 	8	 
	 
	 	 	 	 
	ARTICLE V—INVESTMENT AND EARNINGS
	 	 	8	 
	 
	 	 	 	 
	5.1 Plan Investments
	 	 	8	 
	5.2 Crediting Investment Gains and Losses
	 	 	8	 
	 
	 	 	 	 
	ARTICLE VI—PLAN BENEFITS
	 	 	9	 
	 
	 	 	 	 
	6.1 Distribution Options
	 	 	9	 
	6.2 Commencement of Benefits
	 	 	9	 
	6.3 Termination Benefits
	 	 	10	 
	6.4 Death Benefits
	 	 	10	 
	6.5 Scheduled Withdrawal
	 	 	10	 
	6.6 Hardship Distribution
	 	 	11	 
	6.7 Withholding and Payroll Taxes
	 	 	11	 
	6.8 Payment to Guardian
	 	 	11	 
	 
	 	 	 	 
	ARTICLE VII—BENEFICIARY DESIGNATION
	 	 	11	 
	 
	 	 	 	 
	7.1 Beneficiary Designation
	 	 	11	 
	7.2 Changing Beneficiary
	 	 	12	 
	7.3 No Beneficiary Designation
	 	 	12	 
	7.4 Effect of Payment
	 	 	12	 






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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE
	ARTICLE VIII—ADMINISTRATION
	 	 	12	 
	 
	 	 	 	 
	8.1 Committee; Duties
	 	 	12	 
	8.2 Agents
	 	 	13	 
	8.3 Binding Effect of Decisions
	 	 	13	 
	8.4 Indemnity of Committee
	 	 	13	 
	8.5 Election of Committee After Change in Control
	 	 	13	 
	 
	 	 	 	 
	ARTICLE IX—CLAIMS PROCEDURE
	 	 	13	 
	 
	 	 	 	 
	9.1 Claim
	 	 	13	 
	9.2 Denial of Claim
	 	 	13	 
	9.3 Review of Claim
	 	 	14	 
	9.4 Final Decision
	 	 	14	 
	 
	 	 	 	 
	ARTICLE X—AMENDMENT AND TERMINATION OF PLAN
	 	 	14	 
	 
	 	 	 	 
	10.1 Amendment
	 	 	14	 
	10.2 Company’s Right to Terminate
	 	 	15	 
	 
	 	 	 	 
	ARTICLE XI—MISCELLANEOUS
	 	 	15	 
	 
	 	 	 	 
	11.1 Unfunded Plan
	 	 	15	 
	11.2 Unsecured General Creditor
	 	 	15	 
	11.3 Trust Fund
	 	 	15	 
	11.4 Nonassignability
	 	 	16	 
	11.5 Not a Contract of Employment
	 	 	16	 
	11.6 Protective Provisions
	 	 	16	 
	11.7 Governing Law
	 	 	16	 
	11.8 Validity
	 	 	16	 
	11.9 Gender
	 	 	16	 
	11.10 Notice
	 	 	16	 
	11.11 Successors
	 	 	17	 
	 
	 	 	 	 
	APPENDIX A—GRANDFATHERED PRE-2005 PLAN PROVISIONS
	 	 	18	 





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JACK IN THE BOX INC.




EXECUTIVE DEFERRED COMPENSATION PLAN




ARTICLE I—PURPOSE




     The purpose of this Executive Deferred Compensation Plan is to provide current tax planning
opportunities as well as supplemental funds upon the retirement or death of certain key employees
of Employer. It is intended that the Plan will aid in attracting and retaining key employees of
exceptional ability by providing them with these benefits.



ARTICLE II—DEFINITIONS




     For the purposes of this Plan, the following terms shall have the meanings indicated, unless
the content clearly indicates otherwise:



2.1 Account




     “Account” means the interest of a Participant in the Plan as represented by the hypothetical
bookkeeping entries kept by Employer. A separate Account shall be established for each Participant
and as may otherwise be required.



2.2 Administrative Committee




     “Administrative Committee” means the committee appointed by the Board to administer the Plan
pursuant to Article VIII.



2.3 Beneficiary




     “Beneficiary” means the person, persons or entity (including, without limitation, any trustee)
last designated by a Participant to receive the benefits specified hereunder, in the event of the
Participant’s death.



2.4 Board




     “Board” means the Board of Directors of the Company.



2.5 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” 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



PAGE 1
— EXECUTIVE DEFERRED COMPENSATION PLAN




 









 







voting power of the then outstanding securities of the Company entitled to vote
generally in the election of directors (“Company Voting Stock”); or




(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 Participant, if the Participant is part of a purchasing group which consummates the Change in
Control transaction. The Participant shall be deemed “part of a purchasing group” for purposes of
the preceding sentence if the Participant 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 nonemployee continuing Directors).



     For purposes of this Section, the terms “Person” and “Beneficial Owner” shall have the
meanings given those terms in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, and
Rule 13d-3 under that Act.



2.6 Code




     “Code” means the Internal Revenue Code of 1986, as amended.



2.7 Company




     “Company” means Jack in the Box Inc., a Delaware corporation or any successor to the business
thereof.



2.8 Compensation




     “Compensation” means the base salary payable to and bonus earned by a Participant for services
performed for the Employer and considered to be wages for purposes of federal income tax
withholding. Inclusion of any other forms of compensation is subject to Committee approval.
Compensation shall be calculated before reduction for any amounts deferred by the Participant
pursuant to the Employer’s tax qualified plans which may be maintained under Code Section 401(a) or
a plan maintained under Code Section 125, or under this Plan.



PAGE 2 — EXECUTIVE DEFERRED COMPENSATION PLAN




 









 





2.9 Deferral Election




     “Deferral Election” means a commitment by a participant to defer a portion of Compensation to
this Plan and for which a Participation Agreement has been submitted by the Participant to the
Administrative Committee.



2.10 Disability




     “Disability” means a medically determinable physical or mental impairment of the Participant
that can be expected to result in death or can be expected to last for a continuous period of at
least 12 months and that makes the Participant unable to engage in any substantial gainful
activity. The Administrative Committee shall determine the existence of Disability and may rely on
advice from a medical examiner satisfactory to the Administrative Committee in making the
determination.



2.11 Discretionary Contribution




     “Discretionary Contribution” means an Employer contribution credited to a Participant’s
Account pursuant to Section 4.6 of this Plan.



2.12 Effective Date




     This Amended and Restated Plan shall be effective as of January 1, 2008. The Plan was
originally effective as of January 1, 2003.



2.12 Elected Deferred Compensation




     “Elected Deferred Compensation” means the amount of Compensation that a Participant elects to
defer pursuant to a Deferral Election.



2.13 Employer




     “Employer” means the Company and any affiliate or subsidiary entities designated by the Board
as participating in this Plan.



2.15 Financial Hardship




     “Financial Hardship” means an unforeseeable emergency due to an illness or accident of the
Participant, the Participant’s spouse, the Participant’s Beneficiary or the Participant’s dependent
(as defined in Section 152(a) of the Code); loss of the Participant’s property due to casualty
(including the need to rebuild a home not otherwise covered by insurance); or other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the control of
the Participant that would result in severe financial hardship to the Participant if early
withdrawal were not permitted. Financial Hardship will not exist if the financial need can be
relieved through reimbursement or compensation from insurance or otherwise; by liquidation of the
Participant’s assets, to the extent the liquidation of such assets would not itself cause severe
financial hardship; or by cessation of deferrals under the Plan.



PAGE 3 — EXECUTIVE DEFERRED COMPENSATION PLAN




 









 





2.16 Hardship Distribution




     “Hardship Distribution” means a distribution pursuant to Section 6.6 of the Plan made on
account of the Participant’s Financial Hardship. Such distribution must be limited to the amount
reasonably necessary to satisfy the Financial Hardship (which may include any amounts necessary to
pay any federal, state, or local income taxes or penalties reasonably anticipated to result from
the distribution).



2.17 Matching Contribution




     “Matching Contribution” means an Employer contribution credited to a Participant’s Account
pursuant to Section 4.5 of this Plan.



2.18 Participant




     “Participant” means any individual who is participating in this Plan as provided in Article
III.



2.19 Participation Agreement




     “Participation Agreement” means the agreement, whether written or provided through electronic
means, to defer Compensation submitted by a Participant to the Administrative Committee or its
delegates prior to the commencement of the period in which the Elected Deferred Compensation is to
be earned.



2.20 Plan




     “Plan” means this Jack in the Box Inc. Executive Deferred Compensation Plan as set forth in
this document and as the same may be amended from time to time.



2.21 Plan Year




     “Plan Year” means each calendar year beginning on January 1 and ending on December 31.



2.22 Scheduled Withdrawal




     “Scheduled Withdrawal” means a distribution to a Participant prior to termination of
employment pursuant to Sections 4.4 and 6.5 of this Plan.



2.23 Supplemental Contribution




     “Supplemental Contribution” means an Employer Contribution credited to a Participant’s Account
pursuant to Section 4.7 of the Plan.



2.24 Transfer Contribution




     “Transfer Contribution” means a Participant’s contribution credited to a Participant’s Account
pursuant to Section 4.8 of the Plan.



PAGE 4 — EXECUTIVE DEFERRED COMPENSATION PLAN




 









 





2.25 Year of Service




     “Year of Service” shall have the same meaning as provided in the Company’s 401(k) plan,
whether or not the Participant is a participant in such plan.



ARTICLE III—PARTICIPATION AND DEFERRAL ELECTIONS




3.1 Eligibility and Participation





     (a) Eligibility. Any select key employee designated by the Employer and approved by
the Administrative Committee shall be eligible to participate in the Plan.




     (b) Participation. An eligible employee may elect to participate in the Plan by
submitting a Participation Agreement to the Administrative Committee prior to the beginning
of the Plan Year in which the employee is eligible to participate.




     (c) Part-Year Participation. In the event an employee first becomes eligible to
participate in the Plan on other than the first day of a Plan Year, a Participation
Agreement may be submitted to the Administrative Committee within 30 days after the employee
becomes eligible to participate in the Plan, provided, however, that an employee will not be
considered newly eligible to participate in the Plan for purposes of this provision if the
employee has ever been eligible to participate in another plan maintained by the Employer
considered to be the same type of plan under Code section 409A. The Deferral Election shall
be effective only with regard to Compensation attributable to base salary earned following
submission of the Participation Agreement to the Administrative Committee.



3.2 Deferral Elections




     A Participant may file with the Administrative Committee a Participation Agreement to defer
any or all of the following:




     (a) Salary Deferrals. A Participant may elect to defer up to fifty percent (50%) of
base salary. The amount to be deferred shall be stated as a whole percentage of base
salary.




     (b) Bonus Deferrals. A Participant may elect to defer all (less applicable taxes) or
any portion of each bonus to be paid by the Employer, provided, however, that such an
election must be made before the beginning of the Plan Year or other performance period in
which the bonus is earned, unless the bonus qualifies as “performance-based compensation”
under Code section 409A, in which case a Participant may elect to defer such bonus in
accordance with the rules set out in Treasury Regulation section 1.409A-2(a)(8). The amount
to be deferred shall be stated as a whole percentage of each bonus payment. A Participant
may also elect to defer, under this paragraph, all (less applicable taxes) or any portion of
compensation paid by the Employer under a Performance Unit Program that the Employer
designates as eligible for deferral.




     (c) Changes to Deferral Elections. The Administrative Committee may change the maximum
amount of salary and/or bonus that may be deferred by giving written
notice to all Participants. No such change may affect a Deferral Election entered into prior to the
Administrative Committee’s action.



PAGE 5 — EXECUTIVE DEFERRED COMPENSATION PLAN




 









 












3.3 Commencement, Duration and Modification of Deferral Election





     (a) Commencement. A Deferral Election shall become effective on the first day of the
Plan Year immediately following the date a Participation Agreement for such Deferral
Election is filed with the Administrative Committee. In the case when an employee first
becomes eligible to participate in the Plan on other than the first day of a Plan Year, the
Deferral Election will be effective only with regard to Compensation attributable to base
salary earned following a timely submitted Participation Agreement per Section 3.1(c).




     (b) Duration. A Deferral Election shall remain in effect for all future Plan Years
unless revoked or amended in writing or through electronic means by the Participant. Any
such revocation or amendment shall become effective as of the first day of the Plan Year
immediately following the receipt of the revocation or amendment by the Administrative
Committee.




     (c) Modification. A Deferral Election shall terminate on the date a Participant
terminates employment or receives a Hardship Distribution pursuant to Section 6.7 of the
Plan, provided, however, that if a Participant is rehired during the same Plan Year as the
Plan Year in which the Participant terminates employment, a Deferral Election applicable to
such Plan Year shall be reinstated for the balance of the Plan Year. A Deferral Election
shall also terminate as of December 31 following a demotion during the Plan Year.



ARTICLE IV—DEFERRED COMPENSATION ACCOUNTS




4.1 Accounts




     For recordkeeping purposes only, the Employer shall maintain up to six (6) separate Accounts
for each Participant. The Accounts shall be known as the Termination Account, Scheduled Withdrawal
Accounts, Matching Contribution Account, Discretionary Contribution Account, and Supplemental
Contribution Account.



4.2 Crediting of Deferrals




     Beginning January 1 of each Plan Year, a Participant’s Elected Deferred Compensation which
consists of deferred base salary shall be credited to the Participant’s Accounts as soon as
administratively feasible following the date when the corresponding nondeferred portion of the
Participant’s base salary is paid or would have been paid but for the Deferral Election. Beginning
January 1 of each Plan Year, a Participant’s Elected Deferred Compensation, which consists of
deferred bonus, shall be credited to the Participant’s Accounts as of the date of each year on
which the bonus is paid or would have been paid but for the Deferral Election applicable to such
bonus.



4.3 Termination Account




     A Participant may establish a Termination Account by filing a Participation Agreement to defer
Compensation into the Termination Account and to receive benefits from such Account following
termination of employment.



PAGE 6 — EXECUTIVE DEFERRED COMPENSATION PLAN




 









 





4.4 Scheduled Withdrawal Accounts




     A Participant may establish a Scheduled Withdrawal Account by filing a Participation Agreement
to defer part or all of Compensation, Matching Contribution, and Discretionary Contributions for a
given Plan Year along with earnings on such amounts into the Scheduled Withdrawal Account and by
designating a future date on which each such amounts are to be distributed.



4.5 Matching Contribution Account




     There shall be credited to each Participant’s Matching Contribution Account an amount equal to
one hundred percent (100%) of the first three percent (3%) of a Participant’s Compensation that is
deferred into this Plan for the Plan Year. The amount shall be credited as of the date employee
deferrals are credited pursuant to Section 4.2 of the Plan.



4.6 Discretionary Contribution Account




     The Employer may make contributions in such amount and at such times as recommended by the
Administrative Committee and approved by the Compensation Committee of the Board, or as the Board,
in its sole discretion, shall determine. Such amount shall be credited to the Participant’s
Discretionary Contribution Account as of the date designated by the Administrative Committee.



4.7 Supplemental Contribution Account




     The Employer shall make a Supplemental Contribution equal to four percent (4%) of Compensation
equal to four percent (4%) of Compensation, to the Plan Account of each officer newly promoted or
newly hired to an Eligible Position (which shall include a position of Corporate Vice President or
above or such other position designated by the Administrative Committee as an Eligible Position)
and approved by the Administrative Committee, for each of the first ten (10) years in which the
Participant serves in an Eligible Position. Such Supplemental Contribution amounts shall be
credited to the Participant’s Supplemental Contribution Account as soon as administratively
possible following the date when the Participant’s corresponding Compensation is paid (or would
have been paid, if such Compensation had not been deferred under a Deferral Election). Benefits in
a Participant’s Supplemental Contribution Account shall be distributed on the Participant’s as part
of the Participant’s Termination Account.



4.8 Transfer Contribution




     A Participant may make an irrevocable election, in accordance with the procedures promulgated
by the Administrative Committee, to transfer all of his accumulated account balance under the
Capital Accumulation Plan for Executives (the “CAPE”) into this Plan. Any transfer to this Plan
from the CAPE shall include the vested and nonvested portions of the Participant’s account under
the CAPE and such amounts shall be allocated among the Participant’s Termination Account, Matching
Contribution Account and Discretionary Contribution Account respectively. A Participant who
elected to withdraw amounts attributable to a specific deferral commitment prior to termination of
employment under the CAPE shall have such sums credited in this Plan to one or more Scheduled
Withdrawal Accounts. Amounts transferred from the CAPE to this Plan pursuant to this Section 4.8
may not be transferred from this Plan to the CAPE. Transfer Contributions are not permitted after
December 31, 2007.



PAGE 7 — EXECUTIVE DEFERRED COMPENSATION PLAN




 









 





4.9 Vesting of Accounts




     Each Participant shall be vested in the amounts credited to such Participant’s Account as
follows:




     (a) Elected Deferred Compensation. A Participant shall be one hundred percent (100%)
vested at all times in his Elected Deferred Compensation and any gains or losses thereon.




     (b) Matching Contributions. A Participant’s Matching Contribution Account shall become
vested at the rate of twenty-five percent (25%) for each completed Year of Service; except,
a Participant shall become one hundred percent (100%) vested at death or upon a Change in
Control.




     (c) Discretionary Contributions. A Participant’s Discretionary Contribution Account
shall become vested as determined by the Compensation Committee of the Board, or by the
Board. The Participant shall become one hundred percent (100%) vested at death or upon a
Change of Control.




     (d) Supplemental Contributions. A Participant’s Supplemental Contribution Account
shall become vested at the rate of twenty-five percent (25%) for each completed Year of
Service; except, a participant shall become one hundred percent (100%) vested at death or
upon a Change in Control.



4.10 Statement of Accounts




     From time to time, but not less frequently than annually, each Participant shall be provided
with a benefit statement setting forth the balance of the Accounts maintained for the Participant.



ARTICLE V—INVESTMENT AND EARNINGS




5.1 Plan Investments




     A Participant shall complete a portfolio allocation form electing from among a series of
hypothetical investment options designated by the Administrative Committee into which the
Participant’s Elected Deferred Compensation and all Employer contributions shall be credited. The
performance of the Participant’s Accounts shall be measured based upon the investment options
selected. The Participant’s Accounts shall be credited with such hypothetical crediting rates
calculated after the investment managers’ expenses and any insurance-related or other expenses as
designated by the Administrative Committee have been deducted. Investment options may be changed
daily by following such procedures as may be determined by the Administrative Committee. A revised
or changed investment allocation shall be effective on the first business day following the
Participant’s request for a change.



5.2 Crediting Investment Gains and Losses




     Participant Accounts shall be credited daily with investment gains and losses as if such
Account(s) were invested in one (1) or more of the Plan’s investment options, as selected by the
Participant, less administrative charges applied against the particular investment options.



PAGE 8 — EXECUTIVE DEFERRED COMPENSATION PLAN




 









 





ARTICLE VI—PLAN BENEFITS




6.1 Distribution Options





     (a) Form of Payment. Benefits payable due to termination of employment or the death of
the Participant may be made in one of the following forms:




     (i) Lump Sum. One (1) lump-sum payment.




     (ii) Installment Payments. Annual installment payments amortized over a period
of up to ten (10) years, as elected by the Participant. The first installment payment
shall be paid as soon as is administratively feasible after the Participant’s date of
termination or death. Subsequent installments shall be paid at the beginning of each
subsequent Plan Year based on the remaining vested Account balance as of the
immediately preceding December 31, as adjusted for gains or losses, and the remaining
number of installment payments. Adjustments for investment gains and losses shall
continue on unpaid vested Account balances.




     (iii) If a Participant has made no election, benefit payments shall be paid in
annual installments over ten (10) years.




     (iv) Notwithstanding any election made by the Participant, if, on the
Participant’s date of termination or date of death, his vested Account balance is less
than fifty thousand dollars ($50,000), such Account shall be paid to the Participant
or Beneficiary in a single lump sum.




     (b) Change in Form of Payment. A Participant’s election as to the form of distribution
upon termination of employment or death shall be irrevocable; except that a Participant may
file a new form of payment election which shall supersede his most recent prior election in
accordance with the following: (i) the new election will not take effect until 12 months
after the date on which the election is made, and (ii) in the case of an election related to
a payment upon termination of employment, the payment (or commencement of payment) with
respect to which such election is made will be paid (or payments will commence) five years
after the date such payment would otherwise have been paid (or commenced). Installment
payments will be treated as a single payment for this purpose. A Participant may file a new
form of payment election no more than two (2) times. An election filed within the twelve
(12) months preceding termination of employment or death shall be null and void and the next
preceding timely election filed by the Participant shall be controlling.



6.2 Commencement of Benefits




     A benefit payment in a single lump sum and the first payment of a series of installment
payments shall be paid to the Participant (or Beneficiary, if applicable) as soon as
administratively feasible but in no event more than sixty (60) days after the event giving rise to
the distribution.



     Notwithstanding the foregoing, if the Participant is identified as a “specified employee”
under Code section 409A, as determined by the Company using an identification method described in
the regulations or other guidance issued under Code section 409A and documented in a duly
authorized



PAGE 9 — EXECUTIVE DEFERRED COMPENSATION PLAN




 









 




resolution of the committee of the Company authorized to make such determination, then, to the
extent that a payment amount is required to be delayed for six months in order to comply with Code
section 409A, such payment amount shall be paid as soon as administratively feasible, but in no
event more than 60 days, after the end of the six-month waiting period required under Code section
409A.




6.3 Termination Benefits




     Upon termination of employment, Participant shall receive all vested Termination Account
balances in the form elected pursuant to Section 6.1 of the Plan. If the Participant terminates
before the payment date of any Scheduled Withdrawal Accounts, the balance in such Scheduled
Withdrawal Accounts shall be paid on termination in a single lump sum.



6.4 Death Benefits





     (a) Pretermination. A Beneficiary shall receive all of the Participant’s Account
balances in the form elected by the Participant pursuant to Section 6.1 of the Plan,
including any balance in one or more Scheduled Withdrawal Accounts.




     (b) Posttermination. If a Participant dies following the commencement of benefit
payments, the Employer shall pay to the Beneficiary any remaining installment payments that
would have been paid to the Participant had the Participant survived.




           If a Participant dies after all vested Account balances have been completely
distributed, no death benefit shall be payable to the Beneficiary under the Plan.




     (c) Investment Direction. The Beneficiary shall succeed to the Participant’s right to
direct investments pursuant to Section 5.1 of the Plan following the Participant’s death.




     (d) Subsequent Beneficiaries. If a Beneficiary who is receiving payments dies before
all payments have been paid, any subsequent Beneficiary (as determined and provided for in
Article VII) shall be paid any remaining vested Account balances in a lump sum as soon as
practical after the death of the first Beneficiary.



6.5 Scheduled Withdrawal





          (a) Commencement and Form of Scheduled Withdrawal. The balance of a Scheduled
Withdrawal Account shall be paid in a single lump sum on the date elected by the Participant
in the Participation Agreement when the applicable Account was established. In no event
shall the payment date be prior to the completion of two (2) Plan Years from the date the
applicable Account is established.




          (b) Change of Payment Date. A Participant’s election indicating the date of
distribution of a Scheduled Withdrawal Account shall be irrevocable, except that Participant
may file a one-time new election which shall supersede his most recent prior election
provided (i) the election is made no later than twelve (12) months prior to the date the
Account would otherwise be payable and (ii) the new date of distribution is at least five
(5) years after the originally scheduled date of distribution. A Participant may file a new
election no more than once with regard to the time of distribution of a Scheduled Withdrawal
Account. An election filed within the twelve (12) months preceding the date of distribution
shall be null and void and the next preceding timely election filed by the Participant shall
be controlling.



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          (c) Termination of Employment Prior to Distribution of Scheduled Withdrawal Account.
If a Participant terminates employment or dies prior to payment of such Participant’s
Scheduled Withdrawal Account(s), such Account shall be paid pursuant to Section 6.3 or 6.4,
as applicable.



6.6 Hardship Distribution




     Upon finding that a Participant or Beneficiary has suffered a Financial Hardship, the
Administrative Committee may, in its sole discretion, make distributions from the Participant’s
Account prior to the time specified for payment of benefits under the Plan. The Hardship
Distribution shall be made ratably from all vested Accounts. The amount of such distribution shall
be limited to the amount reasonably necessary to meet the Participant’s or Beneficiary’s
requirements during the Financial Hardship.



     Applications for a Hardship Distribution and determinations thereon by the Administrative
Committee shall be in writing, and a Participant or Beneficiary may be required to furnish written
proof of the Financial Hardship, as determined by the Administrative Committee in its sole
discretion.



     Upon receiving a Hardship Distribution from this Plan, or a hardship distribution from a
qualified plan maintained by the Company under Code Section 401(k), a Participant’s Deferral
Election shall cease and such Participant shall not participate in the Plan until the first day of
the Plan Year following twelve (12) months from the date of the Hardship Distribution.



6.7 Withholding and Payroll Taxes




     The Employer shall withhold from Plan payments any taxes required to be withheld from such
payments under federal, state or local law. Such taxes shall be withheld from the Participant’s
nondeferred base salary or bonus to the maximum extent possible with any excess being withheld from
the Participant’s Elected Deferred Compensation. Each Participant shall bear the ultimate
responsibility for payment of all taxes owed under this Plan.



6.8 Payment to Guardian




     If a Plan benefit is payable to a minor or a person declared incompetent or to a person
incapable of handling the disposition of his property, the Administrative Committee may direct
payment to the guardian, conservator, legal representative, or person having the care and custody
of such minor, incompetent or incapacitated person. The Administrative Committee may require proof
of minority, incompetency, incapacity, conservatorship or guardianship as it may deem appropriate
prior to distribution. Such distribution shall completely discharge the Administrative Committee
from all liability with respect to such benefit.



ARTICLE VII—BENEFICIARY DESIGNATION




7.1 Beneficiary Designation




     Each Participant shall have the right, at any time, to designate one (1) or more persons or
entities as Beneficiary (both primary as well as secondary) to whom benefits under this Plan shall
be paid in the event of Participant’s death prior to complete distribution of the Participant’s
vested Account balance. Each Beneficiary designation shall be in a written or through electronic means form
prescribed by



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the Administrative Committee and shall be effective only when filed with the
Administrative Committee during the Participant’s lifetime.




     A married Participant’s spouse shall be entitled to fifty percent (50%) interest in any
benefit due the Participant unless such spouse waives the right to receive such benefit by
executing a written consent acknowledging the effect of the Beneficiary designation, or it is
established that such consent cannot be obtained because the spouse cannot be located.



7.2 Changing Beneficiary




     Any Beneficiary designation may be changed by an unmarried Participant without the consent of
the previously named Beneficiary by the filing of a new Beneficiary designation with the
Administrative Committee.



     A married Participant’s Beneficiary designation may be changed by a Participant by the filing
of a new Beneficiary designation with the Administrative Committee with the consent of the
Participant’s spouse as provided for in Section 7.1 above. The filing of a new designation shall
supersede all designations previously filed.



7.3 No Beneficiary Designation




     If any Participant fails to designate a Beneficiary in the manner provided above, if the
designation is void, or if the Beneficiary dies before the Participant or before complete
distribution of the Participant’s benefits, the Participant’s Beneficiary shall be the person in
the first of the following classes in which there is a survivor:




     (a) The Participant’s surviving spouse;




     (b) The Participant’s children in equal shares, except that if any of the children
predecease the Participant with surviving issue, then such issue shall take by right of
representation;




     (c) The Participant’s estate.



7.4 Effect of Payment




     Payment to the Beneficiary shall completely discharge the Employer’s obligations under this
Plan.



ARTICLE VIII—ADMINISTRATION




8.1 Committee; Duties




     This Plan shall be administered by the Administrative Committee, consisting of three (3)
members as may be appointed by the Board or, except after a Change in Control, as provided in
Section 8.5 below. The Administrative Committee shall have the authority to make, amend, interpret
and enforce all appropriate rules and regulations for the administration of the Plan and decide or
resolve any and all questions, including interpretations of the Plan, as may arise in such
administration. A majority vote of
the Administrative Committee members in office at the time of the vote shall control any decision.
Members of the Administrative Committee may be Participants under this Plan.



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8.2 Agents




     The Administrative Committee may employ agents and delegate to them such administrative duties
as it sees fit, and may consult with counsel who may be counsel to the Company.



8.3 Binding Effect of Decisions




     The decision or action of the Administrative Committee with respect to any question arising
out of or in connection with the administration, interpretation and application of the Plan and the
rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons
having any interest in the Plan.



8.4 Indemnity of Committee




     The Company shall indemnify and hold harmless the members of the Administrative Committee
against any and all claims, loss, damage, expense or liability arising from any action or failure
to act with respect to this Plan on account of such person’s service on the Administrative
Committee, except in the case of gross negligence or willful misconduct.



8.5 Election of Committee After Change in Control




     After a Change in Control, vacancies on the Administrative Committee shall be filled by
majority vote of the remaining Administrative Committee members and Administrative Committee
members may be removed only by such a vote. If no Administrative Committee members remain, a new
Administrative Committee shall be elected by majority vote of the Participants in the Plan
immediately preceding such Change in Control. No amendment shall be made to Article VIII or other
Plan provisions regarding Administrative Committee authority with respect to the Plan without prior
approval by the Administrative Committee.



ARTICLE IX—CLAIMS PROCEDURE




9.1 Claim




     Any person claiming a benefit, requesting an interpretation or ruling under the Plan, or
requesting information under the Plan shall present the request in writing to the Administrative
Committee, which shall respond in writing within thirty (30) days.


9.2 Denial of Claim




     If the claim or request is denied, the written notice of denial shall state:







     (a) The reason for denial, with specific reference to the Plan provisions on which the
denial is based.




     (b) A description of any additional material or information required and an explanation
of why it is necessary.




     (c) An explanation of the Plan’s claim review procedure.



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9.3 Review of Claim




     Any person whose claim or request is denied may request review by notice given in writing to
the Administrative Committee. Such notice must be received by the Administrative Committee within
sixty (60) days following the end of the thirty (30) day review period. The claim or request shall
be reviewed by the Administrative Committee who may, but shall not be required to, grant the
claimant a hearing. On review, the claimant may have representation, examine pertinent documents,
and submit issues and comments in writing.



9.4 Final Decision




     The decision on review shall normally be made within sixty (60) days after the claim or
request is received by the Administrative Committee. If an extension of time is required for a
hearing or other special circumstances, the claimant shall be notified and the time limit shall be
one hundred twenty (120) days. The decision shall be in writing and shall state the reasons and the
relevant Plan provisions. All decisions on review shall be final and bind all parties concerned.



ARTICLE X—AMENDMENT AND TERMINATION OF PLAN




10.1 Amendment




     (a) The Board may at any time amend the Plan by written instrument subject to subsection (e)
below.



     (b) The Administrative Committee may adopt any technical, clerical, conforming or clarifying
amendment or other change, provided:




     (i) The Administrative Committee deems it necessary or advisable to:




     (A) Correct any defect, supply any omission or reconcile any inconsistency in
order to carry out the intent and purposes of the Plan;




     (B) Maintain the Plan’s status as a “top-hat” plan for
purposes of ERISA; or




     (C) Facilitate the administration of the Plan;




     (ii) The amendment or change does not, without the consent of the Board, materially
increase the cost to the Employer of maintaining the Plan; and




     (iii) Any formal amendment adopted by the Administrative Committee shall be in
writing, signed by a member of the Committee and promptly reported to the Board.



     (c) To the extent permitted under subsection (e) below, amendments may have an immediate,
prospective or retroactive effective date.



     (d) Amendments do not require the consent of any Participant or Beneficiary.



     (e) Amendments are subject to the following limitations:



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     (i) Preservation of Account Balance. No amendment shall reduce the amount credited or
to be credited to any Account as of the date notice of the amendment is given to
Participants.




     (ii) Changes in Earnings Rate. If the Plan is amended so that a series of investment
options is not used to calculate the Participants’ investment gains or losses under the
Plan, the rate of earnings to be credited to the Participant’s Account shall not be less
than the monthly equivalent of the average nominal annual yield on three (3) month Treasury
bills for the applicable period.



10.2 Company’s Right to Terminate




     The Board may at any time partially or completely terminate the Plan if, in its judgment, the
tax, accounting or other effects of the continuance of the Plan, or potential payments thereunder
would not be in the best interests of Company.




     (a) Partial Termination. The Board may partially terminate the Plan by instructing the
Administrative Committee not to credit any additional Elected Deferred Compensation to the
Plan. If such a partial termination occurs, the Plan shall continue to operate and be
effective with regard to amounts credited prior to the effective date of such partial
termination.




     (b) Complete Termination. The Board may completely terminate the Plan by instructing
the Administrative Committee not to accept any additional Elected Deferred Compensation, and
by terminating all ongoing Deferral Elections. If such a complete termination occurs, the
Employer shall pay out each Account on termination of the Plan to the extent permitted by
Code section 409A. Earnings shall continue to be credited on any unpaid Account balances.



ARTICLE XI—MISCELLANEOUS




11.1 Unfunded Plan




     This plan is an unfunded plan maintained primarily to provide deferred compensation benefits
for a select group of “management or highly-compensated employees” within the meaning of Sections
201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and
therefore is exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.



11.2 Unsecured General Creditor




     Participants and Beneficiaries shall be unsecured general creditors, with no secured or
preferential right to any assets of Employer or any other party for payment of benefits under this
Plan. Any property held by Employer for the purpose of generating the cash flow for benefit
payments shall remain its general, unpledged and unrestricted assets. Employer’s obligation under
the Plan shall be an unfunded and unsecured promise to pay money in the future.



11.3 Trust Fund



     At its discretion, the Company may establish one (1) or more trusts, with such trustees as the
Board may approve, for the purpose of providing for the payment of benefits owned under the Plan.
Although such a trust shall be irrevocable, its assets shall be held for payment to Employer’s
general creditors



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in the event of insolvency or bankruptcy. To the extent any benefits provided
under the Plan with respect to an Employer’s Participants are paid from any such trust, that
Employer shall have no further obligation to pay them. If not paid from the trust, such benefits
shall remain the obligation solely of that Employer.




11.4 Nonassignability




     Neither a Participant nor any other person shall have any right to commute, sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in
advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are,
and all rights to which are, expressly declared to be unassignable and non-transferable. No part
of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for
the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any
other person, nor be transferable by operation of law in the event of a Participant’s or any other
person’s bankruptcy or insolvency.



11.5 Not a Contract of Employment




     This Plan shall not constitute a contract of employment between Employer and the Participant.
Nothing in this Plan shall give a Participant the right to be retained in the service of Employer
or to interfere with the right of Employer to discipline or discharge a Participant at any time.



11.6 Protective Provisions




     A Participant shall cooperate with Employer by furnishing any and all information requested by
Employer in order to facilitate the payment of benefits hereunder, and by taking such physical
examinations as Employer may deem necessary and taking such other action as may be requested by
Employer.



11.7 Governing Law




     The provisions of this Plan shall be construed and interpreted according to the laws of the
State of California, except as preempted by federal law.



11.8 Validity




     In case any provision of this Plan shall be held illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be
construed and enforced as if such illegal and invalid provision had never been inserted herein.



11.9 Gender




     The masculine gender shall include the feminine and the singular shall include the plural,
except where the context expressly dictates otherwise.



11.10 Notice




     Any notice required or permitted under the Plan shall be sufficient if in writing and sent by
first-class mail. Such notice shall be deemed as given as of the date of delivery or, if delivery
is made by mail, as of the date that is three (3) business days after the mailing date. Mailed
notice to the Administrative



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Committee shall be directed to the Company’s address. Mailed notice
to a Participant or Beneficiary shall be directed to the individual’s last known address in
Employer’s records.




11.11 Successors




     The provisions of this Plan shall bind and inure to the benefit of Company and its successors
and assigns. The term successors as used herein shall include any corporate or other business
entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or
substantially all of the business and assets of Company, and successors of any such corporation or
other business entity.



	 	 	 	 	 
	 	 	JACK IN THE BOX INC.

ADMINISTRATIVE COMMITTEE

 	 
	 	By:  	 	 
	 	 	Jerry P. Rebel 	 
	 	 	Executive Vice President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Phillip H. Rudolph 	 
	 	 	Senior Vice President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Harold L. Sachs 	 
	 	 	Vice President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Paul Melancon 	 
	 	 	Vice President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Mark Blankenship 	 
	 	 	Vice President 	 
	 
	 	 	Dated: December 15, 2008 	 



PAGE 17 — EXECUTIVE DEFERRED COMPENSATION PLAN




	 	 	 	 	 



 









 






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



APPENDIX A

GRANDFATHERED PRE-2005 PLAN PROVISIONS



In accordance with the provisions of Code section 409A, all Account balances that were accrued and
vested before January 1, 2005 shall continue to be subject to the terms of the pre-2005 plan
provisions, as shown in the attached pre-2005 Plan document, which is incorporated by reference
herein and made a part hereof.




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