UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2005
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JACK IN THE BOX INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-9390 95-2698708
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification Number)
9330 BALBOA AVENUE, SAN DIEGO, CA 92123
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(Address of principal executive offices) (Zip Code)
(858) 571-2121
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| | Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO OR AMENDMENT OF A MATERIAL DEFINITIVE AGREEMENT
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On February 18, 2005, Jack in the Box Inc. (the "Company") entered into
a Compensation and Benefits Assurance Agreement (the "Agreement") with Jerry P.
Rebel, the Company's Senior Vice President and Chief Financial Officer. The
following brief summary of the material terms and conditions of the Agreement is
qualified in its entirety by the Agreement, the form of which has been
previously filed with the Company's Annual Report on Form 10-K for the fiscal
year ended September 28, 1997. The Agreement provides for certain benefits in
the event of termination of employment following a change in control of the
Company. The Agreement has an initial term expiring on February 17, 2007, and is
automatically extended for additional two-year terms thereafter unless a minimum
of six months written notice is given to the contrary. If there is a "change of
control" (as defined in the Agreement) during the term of the Agreement, Mr.
Rebel will be entitled to receive the payments and benefits specified in the
event that employment is terminated within 24 months thereafter (i)
involuntarily, without cause or (ii) voluntarily for "good reason" (as defined
in the Agreement). Amounts payable under the Agreement include all amounts
earned by Mr. Rebel prior to the date of termination and a lump sum equal to 2.5
multiplied by Mr. Rebel's annual base salary, bonus and the Company's matching
contribution to any effective deferred compensation plan. In addition the
Agreement provides for a continuation of health insurance benefits for a period
of up to 18 months following termination and certain incidental benefits.
On February 14, 2005, at the Annual Meeting of Stockholders of Jack in
the Box Inc. (the "Company"), stockholders approved an amendment of the
Company's 2004 Stock Incentive Plan (the "Plan"). The amendment increased the
number of shares of the Company's common stock available for issuance over the
term of the Plan by an additional 2 million shares and increased the limitation
on the maximum number of shares of the Company's common stock which may be
issued under the Plan in the form of restricted stock, restricted stock units
performance shares, and performance units to 650,000 shares of the common stock.
The Compensation Committee of the Company's Board of Directors approved the
amendment of the Plan on December 28, 2004, subject to stockholder approval at
the Annual Meeting.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS
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(C) EXHIBITS
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The following exhibits are furnished with this Report:
Exhibit No. Description
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10.10 Form of Compensation and Benefits Assurance
Agreement for Executives previously filed and
incorporated herein by reference from the
Company's Annual Report on Form 10-K for the
fiscal year ended September 28, 1997.
10.16A Jack in the Box Inc. Amended and Restated 2004
Stock Incentive Plan.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JACK IN THE BOX INC.
By: JERRY P. REBEL
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Jerry P. Rebel
Senior Vice President
Chief Financial Officer
(Principal Financial Officer)
(Duly Authorized Signatory)
Date: February 24, 2005
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