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): September 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 (I.R.S. Employer
of incorporation) File 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 A MATERIAL DEFINITIVE AGREEMENT
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On September 15, 2006, the Jack in the Box Compensation Committee approved
a bonus program for the executive officers of the Company (other than the
executive officer of the Company's wholly owned subsidiary Qdoba Restaurant
Corporation) for fiscal year 2007 as contemplated under the stockholder-approved
Performance Bonus Plan. The bonus will be based 75% on meeting certain
earnings-per-share ("EPS") goals and 25% on meeting certain
return-on-invested-capital ("ROIC") goals. The Compensation Committee
established threshold, targeted and maximum levels of EPS growth and ROIC growth
derived from the financial forecasts of the Company. No bonus payments are to be
made unless the threshold levels of EPS growth and ROIC growth are achieved. If
target levels are achieved the executive officers will receive bonus payments
equal to 75% (CEO) or 45-65% (other executives) of base salary. If targets are
exceeded, each executive officer may earn a maximum bonus of up to 150% (CEO) or
90-135% (other executives) of base salary.
A separate bonus program was approved for the executive officer of Qdoba
Restaurant Corporation for fiscal year 2007 under the stockholder-approved
Performance Bonus Plan. The bonus will be based on meeting certain goals for
earnings before interest, taxes, depreciation and amortization ("EBITDA") for
Qdoba. The Compensation Committee established threshold, targeted and maximum
levels of EBITDA derived from the financial forecasts for Qdoba. No bonus
payments are to be made unless the threshold level of EBITDA growth is achieved.
If the target levels are achieved, the executive officer will receive bonus
payments equal to 50% of base salary. If the target levels are exceeded, the
executive officer may earn a maximum bonus of up to 125% of base salary.
The Jack in the Box Compensation Committee approved a long-term performance
unit program for management employees of its wholly owned subsidiary, Qdoba
Restaurant Corporation, including the Qdoba executive officer. Under this
program, established pursuant to the stockholder-approved 2004 Stock Incentive
Plan, "performance units" are granted to participants at the beginning of a
three-year performance period. The performance units will vest three years from
date of grant contingent upon the achievement of certain performance goals. The
Compensation Committee has established goals for the performance period fiscal
year 2007 through fiscal year 2009 for per-store average sales, restaurant
operating margin and return on tangible assets. Awards may range from 0% to 120%
of performance units granted and are converted to a cash value of $1 per
performance unit. Additional Performance Unit Programs may be implemented each
fiscal year with performance periods which overlap the performance periods of
earlier programs.
SIGNATURES
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
Executive Vice President
Chief Financial Officer
(Principal Financial Officer)
(Duly Authorized Signatory)
Date: September 18, 2006