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): May 15, 2006
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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))
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ITEM 1.01. ENTRY INTO OR AMENDMENT OF A MATERIAL DEFINITIVE AGREEMENT
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On May 15, 2006, Jack in the Box Inc. (the "Company") entered into a
Compensation and Benefits Assurance Agreement (the "Agreement") with the
following executives, Linda A. Lang, Chief Executive Officer; Paul L. Schultz,
President and Chief Operating Officer; Jerry P. Rebel, Executive Vice President
and Chief Financial Officer; Lawrence E. Schauf, Executive Vice President and
Corporate Secretary; and David M. Theno, Senior Vice President, Quality and
Logistics. The purpose of the Agreement is to secure the services of these
officers during the period leading up to a potential change in control, to
provide incentive for officers to maximize the value of the Company prior to a
potential change in control and to successfully complete a change in control
determined by the Board of Directors to be in the best interests of the Company
and its stockholders.
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 is
attached hereto as Exhibit 10.22. 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 May 15, 2008, 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, the
covered executives 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 the covered executives prior to the date of termination and a
lump sum equal to the following multiple of annual base salary and bonus: Ms.
Lang-3X, Mr. Schultz-2.5X, Mr. Rebel-2.5X, Mr. Schauf-2.5X and Dr. Theno-1.5X.
In addition the Agreement provides for a conditional gross-up for tax purposes
and a continuation of health insurance benefits for a period of up to 36 months
following termination and certain incidental benefits.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(C) EXHIBITS
The following exhibit is filed as part of this report:
Exhibit
No. Description
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10.22 Compensation and Benefits Assurance Agreement
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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: /s/ JERRY P. REBEL
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Jerry P. Rebel
Executive Vice President
Chief Financial Officer
(Principal Financial Officer)
(Duly Authorized Signatory)
Date: May 16, 2006
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