~~Filed by the Registrant~~ þ ~~Filed by a Party other than the Registrant~~ ¨

We invite you to attend the Jack in the Box Inc. ~~2012~~2013 Annual Meeting of Stockholders. The meeting will be held on Friday, February ~~17, 2012,~~15, 2013, at 8:30 a.m. ~~(Pacific~~Pacific Standard ~~Time)~~Time at the ~~Hilton~~offices of Jack in the Box Inc., 9330 Balboa Avenue, San ~~Diego/Del Mar, 15575 Jimmy Durante Boulevard, Del Mar,~~Diego, CA ~~92014.~~

92123. In the following pages, you will find the Notice of Annual Meeting of Stockholders as well as a Proxy Statement describing the business to be conducted at the meeting. We have also enclosed a copy of our Annual Report on Form 10-K for the fiscal year ended ~~October 2, 2011,~~September 30, 2012, for your information.

To assure that your shares are represented at the meeting, please mark your choices on the enclosed proxy card, sign and date the card, and return it promptly in the postage-paid envelope provided. We also offer stockholders the opportunity to vote their shares over the Internet or by telephone. Please see the Proxy Statement and the enclosed proxy card for details about voting. If you hold your shares through an account with a broker, bank, or other financial institution, please follow the instructions you receive from them to vote your shares. If you are able to attend the meeting and wish to vote your shares in person, you may do so at any time before the proxy is voted at the meeting.

for the Annual Meeting of Stockholders to be held on February ~~17, 2012~~15, 2013

The Jack in the Box Inc. Proxy Statement and Annual Report on Form 10-K for the

fiscal year ended ~~October 2, 2011,~~September 30, 2012, are available electronically at

The ~~2012~~2013 Annual Meeting of Stockholders of Jack in the Box Inc. will be held on Friday, February ~~17, 2012,~~15, 2013, at 8:30 a.m. Pacific Standard Time, at the ~~Hilton~~offices of Jack in the Box Inc., 9330 Balboa Avenue, San ~~Diego/Del Mar, 15575 Jimmy Durante Boulevard, Del Mar,~~Diego, CA ~~92014~~92123 for the following purposes:

These matters are more fully described in the attached Proxy Statement, which is made a part of this ~~notice.~~Notice.

Our Board of Directors recommends a vote~~“FOR”~~ “FOR” proposals 1 through 4.3. You are entitled to vote at the ~~2012~~2013 Annual Meeting of Stockholders (the “Annual Meeting”) only if you were a Jack in the Box stockholder as of the close of business on December ~~20, 2011,~~18, 2012, the record date for the Annual Meeting. A complete list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose ~~germane~~relating to the Annual Meeting, at the Annual Meeting, and for a period of ten days prior to the Annual Meeting, during regular business hours at our principal offices located at 9330 Balboa Avenue, San Diego, CA 92123.

Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares via the toll-free telephone number, over the Internet, or by signing, dating, and returning the enclosed proxy card as promptly as possible in the envelope provided.

There are ~~four~~three proposals scheduled to be voted on at the Annual Meeting:

7.What if I return the proxy card to the Company but do not make specific choices?

If you return a signed, dated proxy card to the Company without making any voting selections, the Company will vote your shares as follows:

11. How many shares must be present or represented to conduct business at the Annual Meeting?

The following table provides certain information about each nominee for director as of January 1, 2013.

In the election of directors, you may vote FOR, AGAINST, or ABSTAIN. The Company’s Bylaws require that, in an election such as this, where the number of director nominees does not exceed the number of directors to be elected, each director will be elected by the vote of the majority of the votes cast (in person or by proxy) with respect to the director. A “majority of votes cast” means that the number of shares cast “FOR” a director’s election exceeds the number of votes cast “AGAINST” that director. For purposes of determining the votes cast, only those votes cast “FOR” or “AGAINST” are included. Neither a vote to ABSTAIN nor a broker non-vote will count as a vote cast FOR or AGAINST a director nominee, and as a result, will have no direct effect on the outcome of the election of directors. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present.

In an uncontested election, a nominee who does not receive a majority of the votes cast will not be elected. An incumbent director who is not elected because he or she does not receive a majority of the votes cast will continue to serve, but shall tender his or her resignation to the Board. The Nominating and Governance Committee will take action to determine whether to accept or reject the director’s resignation, or whether other action is appropriate, and will make a recommendation to the Board. Within ninety (90) days following the date of the certification of the election results, the Board will act on the Committee’s recommendation and publicly disclose its decision and the rationale for such decision.

~~Proposal Two — Approval of Amendment and Restatement of the Stock Incentive Plan~~

The proposal to approve the amendment and restatement of the 2004 Stock Incentive Plan requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions will be included in the number of shares present and entitled to vote, and will have the same effect as a vote “AGAINST” the proposal. Broker non-votes will not count as a vote cast “FOR” or “AGAINST” the proposal, and will not be included in calculating the number of votes necessary for approval of this proposal. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present.

~~Proposal Three — Ratification of the Appointment of Independent Registered Public Accountants~~

The proposal to ratify the appointment of KPMG LLP requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions will be included in the number of shares present and entitled to vote, and will have the same effect as a vote “AGAINST” this proposal. Brokers have discretionary authority to vote uninstructed shares on this proposal. Abstentions will be counted for the purpose of determining whether a quorum is present.

The proposal to approve, on an advisory basis, the compensation awarded to the named executive officers for the fiscal year ended October 2, 2011, requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions will be included in the number of shares present and entitled to vote, and will have the same

effect as a vote “AGAINST” the proposal. Broker non-votes will not count as a vote cast “FOR” or “AGAINST” the proposal, and will not be included in calculating the number of votes necessary for approval of this proposal. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present.

~~How many shares must be present or represented to conduct business at the Annual Meeting?~~

A quorum of stockholders is necessary to hold a valid annual meeting. A quorum will be present if the holders of at least a majority of the total number of shares of Common Stock entitled to vote are present, in person or by proxy, at the Annual Meeting. Abstentions and shares represented by broker non-votes are counted for the purpose of determining whether a quorum is present. If there are insufficient votes to constitute a quorum at the time of the Annual Meeting, we may adjourn the Annual Meeting to solicit additional proxies.

~~Yes. If you are a stockholder of record, you may change your vote or revoke your proxy by:~~

The written statement or subsequent proxy should be delivered to Jack in the Box Inc., 9330 Balboa Avenue, San Diego, CA 92123, Attention: Corporate Secretary, or hand delivered to the Corporate Secretary before the taking of the vote at the Annual Meeting.

~~If you are a beneficial owner and hold shares through a broker, bank, or other financial institution,~~ you may submit new voting instructions by contacting your broker, bank, or other nominee. You may also change your vote or revoke your voting instructions in person at the Annual Meeting if you obtain a signed proxy from the broker, bank, or other nominee giving you the right to vote the shares.

The Company will pay the cost of preparing, printing, and mailing the Notice and the proxy materials. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries, and custodians holding shares of Common Stock beneficially owned by others, to forward to such beneficial owners. The Company may reimburse persons representing beneficial owners of Common Stock for their costs of forwarding solicitation materials to the beneficial owners. If you choose to access proxy materials or vote over the Internet or by telephone, you are responsible for Internet or telephone charges. We have engaged Innisfree M&A Inc. (“Innisfree”), a proxy-solicitation firm, to provide advice to the Company with respect to the 2012 Annual Meeting of Stockholders and to assist us in the solicitation of proxies, for which the Company will pay a fee of $20,000 plus reimbursement of certain out-of-pocket expenses. In addition to solicitation by mail, proxies may be solicited personally, by telephone, or by Innisfree. They may also be solicited by directors, officers, or employees of the Company, who will receive no additional compensation for such services.

Preliminary voting results will be announced at the Annual Meeting. We will publish final results in a Current Report on Form 8-K that we expect to file with the Securities and Exchange Commission within four business days of the Annual Meeting. After the Form 8-K is filed, you may obtain a copy by visiting our website or contacting our Investor Relations Department by writing to Investor Relations Department, Jack in the Box Inc., 9330 Balboa Avenue, San Diego, CA 92123 or by sending an email to~~Investor.relations@jackinthebox.com~~.

ELECTION OF DIRECTORS, THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES.

All of the directors of the Company are elected annually and serve until the next Annual Meeting and until their respective successors are elected and qualified. The current nominees for election as directors are set forth below. All of the nominees have indicated their willingness to serve, and have consented to be named in the Proxy Statement, but if any should be unable or unwilling to stand for election, the shares represented by proxies may be voted for a substitute designated by the Board, unless a contrary instruction is indicated in the proxy. Murray Hutchison, who has served on the Company’s Board of Directors since 1998, has reached his mandatory retirement age and, accordingly, is not standing for re-election. Following the Annual Meeting, Mr. Hutchison will no longer be a director of the Company.

~~The following table provides certain information about each nominee for director as of January 1, 2012.~~

Biographical information for each of the director nominees is set forth below, including the key qualifications, experience, attributes, and skills that led our Board to the ~~Board considered in their nomination.~~conclusion that each of the director nominees should serve as a director.

Our Board includes individuals with strong backgrounds in executive leadership and management, accounting and finance, and Company and industry knowledge, and we believe that, as a group, they work effectively together in overseeing our business. We believe that our directors hold themselves to the highest standards of integrity and that they are committed to representing the long-term best interests of our ~~Company.~~stockholders. While we do not have a formal diversity policy, we believe that our directors’ diversity of backgrounds and experiences, which include the restaurant industry, franchising, hospitality, finance, retail, manufacturing, media, and healthcare, results in different ideas and varying viewpoints that contribute to effective oversight of our business.

~~In the election of directors, you may vote FOR, AGAINST, or ABSTAIN. The Company’s Bylaws require that, in an election such as this, where the number of~~Our director nominees does not exceed the number of directors to be elected, each director will be elected by the vote of the majority of the votes cast (in person or by proxy) with respect to the director. A “majority of votes cast” means that the number of shares cast “FOR” a director’s election exceeds the number of votes cast “AGAINST” that director. For purposes of determining the votes cast, only those votes cast “FOR” or “AGAINST” are included. Neither a vote to ABSTAIN nor a broker non-vote will count as a vote cast FOR or AGAINST a director nominee, and will have no direct effectalso serve on the ~~outcome~~boards of ~~the election of directors. Abstentions~~various civic and ~~broker non-votes will be counted for the purpose of determining whether a quorum is present.~~charitable organizations.

~~ON PROPOSAL ONE, ELECTION OF DIRECTORS,~~JACK IN THE BOX INC.ï 2013 Proxy Statement11

Effective February 2012, the Board of Directors approved the following Board Committee assignments and designated David Goebel as the Lead Director. The Board of Directors considers new assignments and the designation of a new Lead Director effective each February:

The Company has adopted Corporate Governance Principles and Practices (the “Principles and Practices”) which contain general principles and practices regarding the function of the Board of Directors and the Board Committees. The Principles and Practices are reviewed regularly by the Nominating and Governance Committee and revised when appropriate. The full text of the Principles and Practices may be found atwww.jackinthebox.com/investors/corporategovernance. The Principles and Practices address many of the items discussed above, and also include, among other things, the following items concerning the Board:

1.~~Limitation on Other Board Service.~~ The Company’s Corporate Governance Principles and Practices set forth the Board’s policy limiting non-employee directors to simultaneous service on the Boards of no more than four public companies, including Jack in the Box Inc. The Board has an approval process that generally limits each of our officers to serving on no more than one public company’s board outside of Jack in the Box Inc. The approval process considers both the time commitment and potential business conflicts inherent in such service, and is administered by the Nominating and Governance Committee.

2. ~~Retirement Policy.~~ ~~The Board has adopted a retirement policy under which directors may not stand for election or be appointed after age 73.~~

3. ~~Board, Committee, and Individual Director Evaluations.~~ Each year the Directors complete an evaluation process focusing on an assessment of Board operations as a whole and the service of each director. Additionally, each of the Audit, Compensation, Finance, and Nominating and Governance Committees conducts a separate evaluation of its own performance and the adequacy of its Charter. The Nominating and Governance Committee coordinates the evaluation of individual directors and of the Board operations, and reviews and reports to the Board on the annual self-evaluations completed by the committees.

4. ~~New-Director Orientation and Continuing Education.~~ The Board works with management to schedule new-director orientation programs and continuing education programs for directors. Orientation is designed to familiarize new directors with the Company and the restaurant industry as well as Company personnel, facilities, strategies and challenges. Continuing education programs may include in-house and third party presentations and programs.

The Compensation Committee of the Board of Directors (the “Committee”) has responsibility for recommending to the Board the form and amount of compensation for our non-employee directors. The following discussion of compensation and stock ownership guidelines applies only to our non-employee directors, and does not apply to Ms. Lang who, as an employee of the Company, is compensated as an executive officer and does not receive additional compensation for her service as a director.

The Board believes that total compensation for directors should be reflective of the work required in both (i) their ongoing oversight and governance role, and (ii) their continuous focus on driving long-term performance and ~~shareholder~~stockholder value. The compensation program is designed to provide pay that is competitive with directors in the Company’s Peer Group, which is described in Section ~~III. b.~~III.b. of the Compensation Discussion & Analysis (“CD&A”) in this Proxy ~~Statement, as well as with directors in similarly-sized companies in general industry.~~Statement. It consists of a combination of cash retainers and equity awards in the form of time-vested restricted stock units (“RSUs”). “Competitive” is defined as approximating the 50^th percentile of pay of ~~the~~ Peer ~~Group.~~Group directors.

Director compensation is reviewed every two to three years. In ~~August 2011,~~fiscal 2012, the Committee’s independent compensation consultant, Semler Brossy (“Consultant”), provided the Committee with competitive market data for the same 2011 Peer Group used to benchmark executive compensation, as well as survey data from similarly-sized general industry companies. Upon consideration of this information, the Board approved the following changes to the director compensation program:

Prior to August 2011, new directors, upon election or appointment to the Board, were granted an initial equity award of RSUs equal to two times the number of RSUs granted to directors in the most recent annual grant. As explained above, effective August 2011, the initial equity grant for a new director will be the value of the last annual grant, prorated for the new director’s time of service on the Board from appointment until the next annual grant. If a new director joins the Board at the same time as the annual grant, his or her initial equity grant will be the same value as the annual grant.

The Board believes that all directors should maintain a meaningful personal financial stake in the Company to align their long-term interests with those of our stockholders. ~~In fiscal 2007,~~Pursuant to our Principles and Practices, it is the ~~Board adopted ownership guidelines~~Board’s desire that ~~required directors to acquire and~~each non-employee director will hold at least a value of $150,000 in Jack in the Box Inc. Common Stock within ~~three years of~~a reasonable period after joining the Board. ~~Direct or indirect holdings, stock equivalents in the Director Deferred Compensation Plan, and vested and unvested RSUs, are used to determine if a director has met the stock ownership guideline.~~

~~As approved by the Board in August 2011, and as described above, effective with the equity grant in September 2011, directors’ awards~~Effective beginning fiscal 2012, all grants of equity ~~shall be subject~~ to ~~a holding requirement tied to a stock ownership guideline of $150,000 in value~~directors require that the director will hold at ~~the time~~least 50% of the ~~equity grant.~~

shares resulting from each grant until his or her termination of service from the Board. The table below shows each director’s ownership value as of fiscal year end ~~2011,~~2012, based on a closing stock price of ~~$19.92~~$28.11 on the last trading day of fiscal ~~2011,~~2012, September ~~30, 2011.~~28, 2012.

The Company reimburses directors for customary and usual travel and out-of-pocket expenses incurred in connection with attendance at Board and committee meetings.

For fiscal ~~2011,~~2012, the average annual compensation of directors was ~~$163,159,~~$163,571, comprised of (i) ~~$73,159~~$73,571 in cash, and (ii) $90,000 in RSUs. This average excludes Mr. ~~Myer’s initial equity grant,~~Hutchison who retired from the Board on February 17, 2012, the date of the 2012 Annual Meeting of Stockholders, and ~~the prorated retainer~~was paid ~~to Ms. Kleiner.~~ no compensation during fiscal 2012.

The following table provides the compensation amounts for each of the Company’s other directors in fiscal ~~2011.~~2012.

Name
   Retainers Earned or
Paid in Cash(1)    RSU
Awards(2)    Total
Mr. Goebel
   $ 72,500       $ 90,000       $ 162,500
Mr. Hutchison
   $ 62,500       $ 90,000       $ 152,500
Ms. Kleiner
   $ 22,192       $ 90,000       $ 112,192
Mr. Murphy
   $ 85,000       $ 90,000       $ 175,000
Mr. Myers
   $ 74,615       $ 273,080       $ 347,695
Mr. Tehle
   $ 87,500       $ 90,000       $ 177,500
Ms. Webb
   $ 67,500       $ 90,000       $ 157,500
Mr. Wyatt
   $ 62,500       $ 90,000       $ 152,500

The table below sets forth the aggregate number of RSUs and shares underlying outstanding stock options held by directors at the end of fiscal ~~2011. In fiscal 2009, directors began receiving annual equity grants in the form of restricted stock units rather than stock options.~~2012.

~~Overview.~~ Stock-based incentives are a key component of our executive compensation program, and employee ownership is a core value of our culture. Management and the compensation committee believe that stock ownership encourages our executives and employees to create value for the Company over the long term. They also believe that stock ownership promotes retention and affiliation with the Company by aligning executive and employee interests with those of our stockholders and allowing our executives and employees to share in our long-term success after satisfying multi-year vesting requirements and performance requirements. Under our long-term incentive compensation program, awards have been made in the form of grants of stock options, performance units, and restricted stock unit awards under our 2004 Stock Incentive Plan, or the “Plan.”

~~Approvals.~~ Under this Proposal No. 2, we are asking stockholders to approve a Plan amendment to increase the number of shares of our common stock that may be issued under the Plan, to extend the term of the Plan until November 2021, and to reapprove the Plan for purposes of refreshing our stockholder approval under Section 162(m) of the U.S. Internal Revenue Code, or Section 162(m). The Plan will become effective when approved by our stockholders at the 2012 Annual Meeting of Stockholders.

The Board of Directors of the Company (the “Board”) and the stockholders previously adopted and approved the Plan. Our Plan expires upon the earlier of February 13, 2014, or the date upon which the shares available for issuance under the Plan are exhausted. As of the record date, of the shares of our common stock approved for issuance under the Plan, 7,820,519 shares have either been issued or are subject to issuance under outstanding awards, so that only 79,481 shares of our common stock remain available for future awards (not including any shares that might in the future be returned to the Plan as a result of awards expiring, being forfeited or otherwise terminating). If this Proposal No. 2 is not approved by our stockholders, we currently anticipate that we will exhaust all of the shares available for issuance under our Plan by September 2012. Therefore, we are requesting stockholder approval to increase the Plan’s share reserve by 3,700,000 shares to a total of 11,600,000 reserved under the Plan. In light of historical usage and expected future grants, we expect that the addition of these shares will be sufficient to provide a competitive equity incentive program for approximately 3-4 years. Due to the impending expiration of the Plan by its terms, we are also requesting stockholder approval to extend the term of the Plan so as to permit awards under the Plan to be granted until ten years after the Board’s adoption of the Plan, or November 2021. In addition, re-approval of the Plan is being requested so that we may continue to grant performance-based awards to our named executive officers that are intended to be tax efficient for the Company under U.S. tax law.

~~Summary of the Plan.~~ The Board has adopted an amendment and restatement of the Plan that includes the changes described above, adds additional performance criteria, and contains certain other clarifying changes to the Plan. The following summary of the Plan is qualified in its entirety by the specific language of the Plan, a copy of which is attached hereto as Exhibit C.

~~Key Features Designed to Protect Stockholders’ Interests.~~~~The Plan’s design reflects our commitment to strong corporate governance and the desire to preserve stockholder value as demonstrated by the following Plan features:~~

•

~~Award Design Flexibility.~~ ~~Different kinds of awards may be granted under the Plan, giving the Company the flexibility to design our~~fiscal 2009, directors began receiving annual equity ~~incentives to complement the other elements of compensation and to support our attainment of strategic goals.~~

~~Purpose of the Plan.~~ The purpose of the Plan is to advance the interests of the Company by providing an incentive program that will enable the Company to attract, retain, and motivate employees, consultants and directors upon whose judgment, interest and efforts the Company’s success is dependent, and to provide them with an equity interest in the success of the Company in order to motivate superior performance. These incentives may be provided through the grant of stock options (including indexed options), stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, and performance units.

~~Authorized Shares.~~ If the stockholders approve our proposal to authorize an additional 3,700,000 shares for issuance under the Plan, the cumulative aggregate share authorization under our Plan will increase to 11,600,000. If the stockholders approve these additional shares, a total of 3,779,481 remaining shares would be available for new grants ~~under the Plan. Without stockholder approval, only 79,481 shares would be available for incentive compensation.~~

~~Securities Authorized for Issuance Under Equity Compensation Plans.~~ ~~The following table summarizes the equity compensation plans under which Company common stock may be issued as of October 2, 2011. Stockholders of the Company approved all plans.~~

~~As of the record date of December 20, 2011, under all equity plans under which common stock may be issued, there were 5,247,458 options outstanding with a weighted average term of 4.10 years and a~~

weighted average exercise price of $22.18, and 1,191,771 full-value awards outstanding (497,992 performance units, 299,662 restricted stock units, and 394,117 restricted stock awards). Future incentive awards may only be made under the Plan. As of the record date, only 79,481 shares of our common stock remain available for future awards under the Plan, not including any shares that might in the future be returned to the Plan as a result of awards expiring, being forfeited or otherwise terminating.

The Plan provides that grants or settlement of full value awards (such as restricted stock awards, performance awards, restricted stock bonus awards, restricted stock purchase rights, restricted stock units, performance shares or performance units settled in shares) made after February 10, 2010 are counted against the Plan’s share reserve on a one-and-three-quarters-for-one basis (i.e. each full value award is counted against the share limit as one-and-three-quarters (1.75) shares). If any award expires, lapses or otherwise terminates or is forfeited for any reason without having been exercised or settled in full, the shares subject to the award will again become available for issuance under the Plan. To the extent a share that was subject to an Award that counted as one share is returned to the Plan, the share reserve will be credited with one share. To the extent that a share that was subject to an Award that counts as 1.75 shares is returned to the Plan, the share reserve will be credited with 1.75 shares. Upon any stock dividend, stock split, reverse stock split, recapitalization, or similar change in our capital structure, appropriate adjustments will be made to the shares subject to the Plan, to the award grant limitations and to all outstanding awards.

~~Administration.~~The Plan has been and will continue to be administered by the Compensation Committee or other Committee of the Board of Directors duly appointed to administer the Plan, or, in the absence of such committee, by the Board of Directors. In the case of awards intended to qualify for the performance-based compensation exemption under Section 162(m), administration must be by a compensation committee comprised solely of two or more “outside directors” within the meaning of Section 162(m). (For purposes of this summary, the term “Committee” will refer to either such duly appointed committee or to the Board of Directors.) Subject to the provisions of the Plan, the Committee determines in its discretion the persons to whom and the times at which awards are granted, the types and sizes of such awards, and all of their terms and conditions. The Committee may, subject to certain limitations on the exercise of its discretion required by Section 162(m) and the repricing and vesting restrictions described below, amend, cancel, renew, or grant a new award in substitution for any award, waive any restrictions or conditions applicable to any award, and accelerate, continue, extend or defer the vesting of any award. The Plan provides, subject to certain limitations, for indemnification by the Company of any director, officer, or employee against all reasonable expenses, including attorneys’ fees, incurred in connection with any legal action arising from such person’s action or failure to act in administering the Plan. The Committee will interpret the Plan and awards granted thereunder, and all determinations of the Committee will be final and binding on all persons having an interest in the Plan or any award.

~~Eligibility.~~ Awards may be granted to employees, directors and consultants of the Company or of any present or future parent or subsidiary corporations of the Company. Incentive stock options may be granted only to employees who, as of the time of grant, are employees of the Company or any parent or subsidiary corporation of the Company. As of October 2, 2011, the Company had approximately 25,700 employees, including eight executive officers, and eight non-management directors who would be eligible under the Plan.

~~Repricing and Vesting Restrictions.~~ The Plan forbids, without stockholder approval, the repricing of any outstanding stock option and/or stock appreciation right. In addition, the Plan forbids any awards of full value shares to be granted, or subsequently amended to provide for (1) any acceleration of vesting for any reason other than upon a Change in Control or after a participant’s death, retirement or disability, (2) vesting on the basis of continued service any more rapidly than annual pro rata vesting over three years (with the exception of no more than 10% of the total shares being available for full value awards that have a vesting period of less than three years) or (3) vesting on the basis of performance over a performance period of less than twelve (12) months.

~~Stock Options.~~ Each option granted under the Plan must be evidenced by a written agreement between the Company and the optionee specifying the number of shares subject to the option and the other terms and conditions of the option, consistent with the requirements of the Plan. The exercise price of each option may not be less than the fair market value of a share of Common Stock on the date of

grant. However, any incentive stock option granted to a person who at the time of grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company (a “Ten Percent Stockholder”) must have an exercise price equal to at least 110% of the fair market value of a share of Common Stock on the date of grant. The exercise price of each indexed stock option, and the terms and adjustments which may be made to such an option, will be determined by the Committee in its sole discretion at the time of grant. On December 20, 2011, the closing price of the Company’s Common Stock on the NASDAQ stock market was $20.88 per share. Subject to appropriate adjustment in the event of any change in the capital structure of the Company, no employee may be granted in any fiscal year of the Company options and/or freestanding stock appreciation rights which in the aggregate are for more than five hundred thousand (500,000) shares.

The Plan provides that the option exercise price may be paid in cash, by check, or in cash equivalent, by the assignment of the proceeds of a sale with respect to some or all of the shares being acquired upon the exercise of the option, to the extent legally permitted, by tender of shares of Common Stock owned by the optionee having a fair market value not less than the exercise price, by such other lawful consideration as approved by the Committee, or by any combination of these. Nevertheless, the Committee may restrict the forms of payment permitted in connection with any option grant. No option may be exercised unless the optionee has made adequate provision for federal, state, local and foreign taxes, if any, relating to the exercise of the option, including, if permitted or required by the Company, through the optionee’s surrender of a portion of the option shares to the Company.

Options will become vested and exercisable at such times or upon such events and subject to such terms, conditions, performance criteria or restrictions as specified by the Committee. The maximum term of any option granted before November 12, 2009 under the Plan is ten years, and the maximum term of any option granted on or after November 12, 2009 under the Plan is seven years, provided, however, that an incentive stock option granted to a Ten Percent Stockholder must have a term not exceeding five years. The Committee will specify in each written option agreement, and solely in its discretion, the period of time post-termination that an optionee may exercise the option before it expires.

Stock options are nontransferable by the optionee other than by will or by the laws of descent and distribution, and are exercisable during the optionee’s lifetime only by the optionee. However, a nonstatutory stock option may be assigned or transferred to the extent permitted by the Committee and set forth in the option agreement, subject to applicable limitations of securities law.

~~The following table shows the number of options received by the persons listed below since inception of the plan.~~

~~Stock Appreciation Rights.~~ Each stock appreciation right granted under the Plan must be evidenced by a written agreement between the Company and the participant specifying the number of shares subject to the award and the other terms and conditions of the award, consistent with the requirements of the Plan.

A stock appreciation right gives a participant the right to receive the appreciation in the fair market value of Company Common Stock between the date of grant of the award and the date of its exercise. The Company may pay the appreciation either in cash or in shares of Common Stock as set out in the award agreement. The Committee may grant stock appreciation rights under the Plan in tandem with a related stock option or as a freestanding award. A tandem stock appreciation right is exercisable only at the time and to the same extent that the related option is exercisable, and its exercise causes the related option to be canceled. Freestanding stock appreciation rights vest and become exercisable at the times and on the terms established by the Committee. The maximum term of any stock appreciation right granted before November 12, 2009 under the Plan is ten years, and the maximum term of any stock appreciation right granted on or after November 12, 2009 under the Plan is seven years. Subject to appropriate adjustment in the event of any change in the capital structure of the Company, no employee may be granted in any fiscal year of the Company freestanding stock appreciation rights and/or options which in the aggregate are for more than five hundred thousand (500,000) shares.

Stock appreciation rights are nontransferable by the participant other than by will or by the laws of descent and distribution, and are exercisable during the participant’s lifetime only by the participant.

20JACK IN THE BOX INC.~~Restricted Stock Awards.~~ The Committee may grant restricted stock awards under the Plan, either in the form of a restricted stock purchase right, giving a participant an immediate right to purchase Common Stock, or in the form of a restricted stock bonus, for which the participant furnishes consideration in the form of services to the Company. The Committee determines the purchase price payable under restricted stock purchase awards, which may be less than the then current fair market value of our Common Stock. Restricted stock awards may be subject to vesting conditions based on such service or performance criteria as the Committee specifies, and the shares acquired may not be transferred by the participant until vested. Unless otherwise provided by the Committee, a participant will forfeit any shares of restricted stock as to which the restrictions have not lapsed prior to the participant’s termination of service. Participants holding restricted stock will have the right to vote the shares and to receive any dividends paid, except that dividends or other distributions paid in shares will be subject to the same restrictions as the original award.ï 2013 Proxy Statement

The Committee also may grant restricted stock awards under the Plan in the form of restricted stock units which represent a right to receive shares of Common Stock at a future date determined in accordance with the participant’s award agreement. No monetary payment is required for receipt of restricted stock units or the shares issued in settlement of the award, the consideration for which is furnished in the form of the participant’s services to the Company. The Committee may grant restricted stock unit awards subject to the attainment of performance goals similar to those described below in connection with performance shares and performance units, or may make the awards subject to vesting conditions similar to those applicable to restricted stock awards. Participants have no voting rights or rights to receive dividends with respect to restricted stock unit awards until shares of Common Stock are issued in settlement of such awards. However, the Committee may grant restricted stock units that entitle their holders to receive dividend equivalents, which are rights to receive additional restricted stock units for a number of shares whose value is equal to any dividends we pay. Dividend equivalents shall only be payable to the extent the Participant’s right to any stock is nonforfeitable.

Subject to appropriate adjustment in the event of any change in the capital structure of the Company, no employee may be granted in any fiscal year of the Company restricted stock awards in the aggregate for more than two hundred thousand (200,000) shares of stock on which the restrictions are based on performance criteria.

~~Performance Awards.~~ The Committee may grant performance awards subject to such conditions and the attainment of such performance goals over such periods as the Committee determines in writing and sets forth in a written agreement between the Company and the participant. These awards may be designated as performance shares or performance units. Performance shares and performance units are unfunded bookkeeping entries generally having initial values, respectively, equal to the fair market value determined on the grant date of a share of Common Stock and $100 per unit. Performance awards will specify a predetermined amount of performance shares or performance units that may be earned by the participant to the extent that one or more predetermined performance goals are attained within a predetermined performance period. To the extent earned, performance awards may be settled in cash, shares of Common Stock (including shares of restricted stock) or any combination thereof. Subject to appropriate adjustment in the event of any change in the capital structure of the Company, for each fiscal year of the Company contained in the applicable performance period, no employee may be granted performance shares that could

result in the employee receiving more than two hundred thousand (200,000) shares of Common Stock or performance units that could result in the employee receiving more than one million dollars ($1,000,000).

Prior to the beginning of the applicable performance period or such later date as permitted under Section 162(m), the Committee will establish one or more performance goals applicable to the award. Performance goals will be based on the attainment of specified target levels with respect to one or more measures of business or financial performance of the Company and each parent and subsidiary corporation consolidated therewith for financial reporting purposes, or such division or business unit of the Company as may be selected by the Committee. The Committee, in its discretion, may base performance goals on one or more of the following such measures: sales, revenue, gross margin, operating margin, operating income, pre-tax profit, earnings before interest, taxes, depreciation and/or amortization, net earnings, net income, cash flow, expenses, expense management, stock price, earnings per share, operating earnings per share, defined operating earnings per share, average unit sales or volume, return on stockholders’ equity, return on capital, return on assets, return on invested capital, economic value added, number of customers, market share, same store sales, average restaurant margin, restaurant operating margin, return on investment, profit after tax, customer satisfaction, guest transactions, number of restaurants franchised, number of restaurants remodeled or reimaged, franchise revenues, gains on restaurants sold, cash proceeds on restaurants sold, return on equity, cash on cash return, and system-wide sales. The target levels with respect to these performance measures may be expressed on an absolute basis or relative to a standard specified by the Committee. The degree of attainment of performance measures will, according to criteria established by the Committee, be computed before the effect of changes in accounting standards, restructuring charges and similar extraordinary items occurring after the establishment of the performance goals applicable to a performance award.

Following completion of the applicable performance period, the Committee will certify in writing the extent to which the applicable performance goals have been attained and the resulting value to be paid to the participant. The Committee retains the discretion to eliminate or reduce, but not increase, the amount that would otherwise be payable to the participant on the basis of the performance goals attained. However, no such reduction may increase the amount paid to any other participant. In its discretion, the Committee may provide for the payment to a participant awarded performance shares of dividend equivalents with respect to dividends paid on the Company’s Common Stock, however, dividend equivalents shall only be payable to the extent the Participant’s right to any performance award is earned and nonforfeitable.

Unless otherwise provided by the Committee, if a participant’s service terminates due to the participant’s death, disability or retirement prior to completion of the applicable performance period, the final award value will be determined at the end of the performance period on the basis of the performance goals attained during the entire performance period but will be prorated for the number of months of the participant’s service during the performance period. If a participant’s service terminates prior to completion of the applicable performance period for any other reason, the Plan provides that, unless otherwise determined by the Committee, the performance award will be forfeited. No performance award may be sold or transferred other than by will or the laws of descent and distribution prior to the end of the applicable performance period.

~~Change in Control.~~ The Plan defines a “Change in Control” of the Company as any of the following events upon which the stockholders of the Company immediately before the event do not retain immediately after the event (in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the event) direct or indirect beneficial ownership of a majority of the total combined voting power of the voting securities of the Company, its successor or the corporation to which the assets of the Company were transferred, or, in the case of (iii) below, the corporation or corporations to which the assets were transferred: (i) a sale or exchange by the stockholders in a single or series of related transactions of more than 50% of the Company’s voting stock; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company; or (iv) a liquidation or dissolution of the Company. If a Change in Control occurs, the surviving, continuing successor or purchasing corporation or parent corporation thereof may either assume all outstanding awards or substitute new awards having an equivalent value.

In the event of a Change in Control, in which the outstanding stock options and stock appreciation rights are not assumed or replaced, then all unexercisable, unvested or unpaid portions of such outstanding awards will become exercisable, vested and payable in full immediately prior to the date of the Change in Control.

In the event of a Change in Control, the lapsing of all vesting conditions and restrictions on any shares subject to any restricted stock award, restricted stock unit award or performance award held by a participant whose service with the Company has not terminated prior to the Change in Control shall be accelerated effective as of the date of the Change in Control. For this purpose, the value of outstanding performance awards will be determined and paid on the basis of the greater of (i) the degree of attainment of the applicable performance goals prior to the date of the Change in Control or (ii) 100% of the pre-established performance goal target.

Any award not assumed, replaced, or exercised prior to the Change in Control will terminate. The Plan authorizes the Committee, in its discretion, to provide for different treatment of any award, as may be specified in such award’s written agreement, which may provide for acceleration of the vesting or settlement of any award, or provide for longer periods of exercisability, upon a Change in Control.

~~Termination or Amendment.~~ The Plan will continue in effect until the first to occur of (i) its termination by the Committee, (ii) the date on which all shares available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing awards granted under the Plan have lapsed, or (iii) November 16, 2021, as amended. The Committee may terminate or amend the Plan at any time, provided that no amendment may be made without stockholder approval if the Committee deems such approval necessary for compliance with any applicable tax or securities law or other regulatory requirements, including the requirements of any stock exchange or market system on which the Common Stock of the Company is then listed. No termination or amendment may affect any outstanding award unless expressly provided by the Committee, and, in any event, may not adversely affect an outstanding award without the consent of the participant unless necessary to comply with any applicable law, regulation or rule.

The following is a general summary of the federal income tax treatment of stock options, which are authorized for grant under the Plan, based upon the provisions of the Code as of the date of this proxy statement. This summary is not intended to be exhaustive and the exact tax consequences to any award holder depend upon his or her particular circumstances and other facts. Plan participants should consult their tax advisor with respect to any state, local and non-U.S. tax considerations or relevant federal tax implications of options granted under the Plan.

~~Incentive Stock Options.~~ An option holder recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive stock option that qualifies under Section 422 of the Code. Option holders who neither dispose of their shares within two years of the date that the option was granted or within one year following the exercise of the option, normally recognize a capital gain or loss on the sale of the shares equal to the difference, if any, between the sale price and the purchase price of the shares. If an option holder satisfies these holding periods, on the sale of the shares, we are not entitled to any deduction for federal income tax purposes. Where an option holder disposes of shares within two years after the date of grant of those options or within one year after the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the shares on the exercise date and the option exercise price (which is not to exceed the gain realized on the sale, if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) is taxed as ordinary income at the time of disposition. Any gain in excess of that amount is a capital gain. If a loss is recognized, there is no ordinary income, and such loss is a capital loss. Any ordinary income recognized by the option holder on the disqualifying disposition of the shares generally results in a deduction by the Company for federal income tax purposes.

~~Nonqualified Stock Options.~~ Options not designated or qualifying as incentive stock options are nonqualified stock options having no special tax status. An option holder generally recognizes no taxable income as a result of the grant of the option. On the exercise of a nonqualified stock option, the option holder normally recognizes ordinary income in the amount of the difference between the option exercise price and the fair market value of the shares on the exercise date. Where the option holder is an employee, such ordinary income generally is subject to withholding of income and employment taxes. On the sale of shares acquired by the exercise of a nonqualified stock option, any gain or loss (based on the difference between the sale price and the fair market value on the exercise date), is taxed as a capital gain or loss. No tax deduction is available to the Company with respect to the grant of a nonqualified stock option or the sale of the stock acquired pursuant to such grant. The Company should generally be

~~entitled to a deduction equal to the amount of ordinary income recognized by the option holder as a result of the exercise of a nonqualified stock option.~~

~~Deductibility of Compensation.~~ The Code allows publicly held corporations to deduct compensation that is in excess of $1 million paid to the corporation’s chief executive officer and any of its three most highly compensated executive officers (other than the chief executive officer and the chief financial officer) if the compensation is payable solely based on the attainment of one or more performance goals and where certain statutory requirements are satisfied. It is intended that compensation arising from awards granted under the Plan that are based on performance goals, and stock options and stock appreciation rights, are to be deductible by us as qualified performance-based compensation not subject to the $1 million limitation on deductibility under the Code. Despite this, we reserve the right to grant awards under the Plan that do not result in qualified performance-based compensation and, as such, may not entitle us to a tax deduction.

No awards will be granted under the Plan with respect to our requested share reserve increase prior to approval by the stockholders of the Company of the amended Plan containing the share reserve increase. Awards under the Plan will be granted at the discretion of the Committee and accordingly, are not yet determinable. In addition, benefits under the Plan will depend on a number of factors, including the fair market value of the Company’s Common Stock on future dates and actual Company performance against performance goals established with respect to performance awards. Consequently, it is not possible to determine the benefits that might be received by participants under the Plan with respect to this share reserve increase.

The affirmative vote of a majority of the votes cast at the meeting at which a quorum is present, either in person or by proxy, is required to approve the adoption of the proposed Plan. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have the effect of a vote “AGAINST” the proposal. If you hold your shares through a broker and you do not instruct the broker on how to vote on this proposal, your broker will not have authority to vote your shares. Broker non-votes will be counted as present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the proposal.

~~The Board believes that the proposed adoption of the Plan is in the best interests of the Company and its stockholders for the reasons stated above.~~

~~THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE PLAN.~~

The Audit Committee has appointed the firm of KPMG LLP as the Company’s independent registered public accountants for fiscal year ~~2012.~~2013. Although action by stockholders in this matter is not required, the Audit Committee believes it is appropriate to seek stockholder ratification of this appointment.

KPMG has served as the Company’s independent auditor since 1986. One or more representatives of KPMG will be present at the Annual Meeting and will have the opportunity to make a statement and to respond to appropriate questions from stockholders. The following proposal will be presented at the Annual Meeting:

Action by the Audit Committee appointing KPMG LLP as the Company’s independent registered public accountants to conduct the annual audit of the consolidated financial statements of the Company and its subsidiaries for the fiscal year ending September ~~30, 2012,~~29, 2013, is hereby ratified, confirmed and approved.

Ratification requires the affirmative vote of a majority of the votes present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions will be included in the number of shares present and entitled to vote, and will have the same effect as a vote “AGAINST” this proposal. Brokers have discretionary authority to vote uninstructed shares on this matter.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the Company is providing stockholders with the opportunity to cast an advisory vote on the compensation of our named executive officers (“NEOs”). as disclosed in the CD&A, the compensation tables, narrative disclosures and related footnotes included in this Proxy Statement. This proposal is commonly known as a “Say on Pay” ~~proposal, gives stockholders the opportunity to vote for or against our executive compensation programs and policies and the compensation paid to our NEOs.~~proposal.

The Say on Pay vote is advisory, and therefore nonbinding on the Company; however, the Compensation Committee of the Board of Directors, which is comprised entirely of independent directors, values the opinions of our stockholders and will take into account the outcome of the vote when considering future executive compensation decisions. We received ~~a 95%~~an over 92% favorable vote on Say on Pay ~~vote~~ at our February ~~2011~~2012 Annual ~~Meeting.~~Meeting of Stockholders.

As discussed in more detail in the CD&A, the Compensation Committee engages the services of an independent compensation consultant to advise on executive compensation matters, including competitive compensation targets ~~with~~within the marketplace, and Company performance targets and analysis. This consultant works exclusively for the Compensation Committee and performs no other work for the Company. Our executive compensation program ~~has been~~is designed to attract and retain a talented team of executives who can deliver on our commitment to build long-term stockholder value. The Compensation Committee believes our program is competitive in the marketplace, links pay to performance by rewarding our NEOs for achievement of short-term and long-term financial and strategic goals, and aligns ~~management’s~~our NEOs’ interests with the long-term interests of our stockholders by providing a mix of ~~performance~~performance- and ~~service based~~service-based equity awards. Specifically, a significant portion of compensation paid to our NEOs is based on the Company’s business performance.

The Compensation Committee believes stockholders should consider the following key components of our compensation programs and governance practices when voting on this proposal:

With the assistance of its independent compensation consultant, the Compensation Committee has thoughtfully developed our executive compensation programs and established the compensation paid to our NEOs to link pay to performance and provide an appropriate balance of short-term and long-term incentives that are aligned with long-term stockholder interests. Accordingly, the Board of Directors recommends that you vote in favor of the following resolution:

“RESOLVED, that Jack in the Box Inc. stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Company’s Compensation Discussion and Analysis, tabular disclosures, and other narrative disclosures in this Proxy Statement for the ~~2012 annual meeting~~2013 Annual Meeting of ~~stockholders.~~Stockholders.”

Approval of the Say on Pay proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions will be included in the number of shares present and entitled to vote, and will have the same effect as a vote “AGAINST” the proposal. Broker non-votes will not count as votes cast “FOR” or “AGAINST” the proposal, and will not be included in calculating the number of votes necessary for approval for this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

This Compensation Discussion and Analysis (“CD&A”) explains the key elements of our executive compensation ~~programs~~program and compensation decisions for our named executive officers (“NEOs”). The Compensation Committee of our Board of Directors (the “Committee”), with input from its independent compensation consultant, oversees these programs and determines compensation for our NEOs.

Jack in the Box is committed to building long-term ~~shareholder~~stockholder value. Our executive compensation program is designed to deliver on this commitment by using a balanced performance measurement framework that is aligned with the key drivers of performance and ~~shareholder~~stockholder value creation. This executive summary provides an overview of our ~~program, including our fiscal 2011 company~~2012 Company performance, compensation framework and ~~its~~pay actions, targeted total direct compensation, CEO pay for performance alignment, ~~with the compensation paid to our executives.~~

Our executive compensation program is designed to motivate, engage, and retain a talented leadership team ~~of Executives~~ and to appropriately reward them for their contributions to our ~~business, our employees, our franchisees, and our stockholders.~~business. Our performance measurement framework consists of a combination of financial, operational, and strategic performance metrics, varying time horizons, and multiple equity ~~vehicles that~~vehicles. A large portion of executive compensation is variable and is directly tied to the achievement of annual and longer-term financial and operating goals. In combination, these metrics and variables provide a balanced and comprehensive view of performance, and ~~how it drives~~drive the Committee’s executive compensation ~~paid to executives. A large portion of our pay is variable and is tied to annual and longer-term financial and operating goals, as well as to the value of the Company’s stock.~~decisions. Our performance measurement framework and ~~description of~~key fiscal ~~2011~~2012 pay actions for Jack in the Box and for the Qdoba CEO, respectively, are summarized below.

The ~~following~~ chart below illustrates the percentage breakdown of targeted total direct compensation (“TDC”) (consisting of base salary, target annual incentive, and target long-term incentive) for each NEO in fiscal ~~2011 (annual base salary rate, target annual incentive, and long-term incentive grant guideline at target).~~2012. Consistent with our pay for performance philosophy, the largest portion of compensation is variable, at-risk pay in the form of annual and long-term incentives, - 80% for our CEO and ~~a range of 62%-73%~~64%-72% for our other NEOs.

The Committee determined, based on ~~CEO Market pay~~market data and ~~additional perspectives~~advice provided by its ~~Consultant,~~independent consultant, that the appropriate targeted TDC ~~of $4.666 million~~for our CEO in fiscal ~~2011 (base~~2012 was $4.732 million (consisting of base salary ~~$933,000,~~of $966,000, target annual incentive of ~~$933,000,~~$966,000, and target long-term incentive of ~~$2.800~~$2.8 million) ~~was appropriate, and that it~~which approximated the median of the ~~Market data.~~

relevant market data set. Based on the Company’s strong fiscal ~~2011~~2012 performance, ~~results,~~and consistent with our compensation philosophy of “exemplary pay for exemplary performance,” Ms. Lang’s actual TDC was $4.437 million (base salary $930,000, annual incentive of $616,000, and long-term incentive of $2.892 million, based on the grant date fair value of the Company’s common stock and performance units valued at “target”). The difference between the targetexceeded targeted TDC ~~of $4.666 million and the actual TDC of $4.437 million, was~~ primarily due to ~~the actual~~her annual incentive payout, below target payout (66% of target). The slightly higher value of equity awarded ($2.892 million) versus long-term incentive target ($2.800 million) was due to the valuation methodology used when determining the number of stock options to be granted (discussed under Section VI.c. – “Long-Term Incentive Compensation”).as shown below.

Each year, the Committee assesses our CEO’s actual compensation relative to the Company’s performance. The following ~~graphs show~~graph shows the relationship of our CEO’s actual TDC (base salary, actual annual incentive earned and long term incentive equity grant date fair value, as reflected in the Summary Compensation ~~Table)~~Table or “SCT”) compared to our ~~diluted earnings per share from continuing operations and~~ cumulative ~~stockholder~~shareholder return performance in each of the last five fiscal years. As illustrated, Ms. Lang’s compensation is generally ~~aligned with Company EPS performance results and the Company’s compensation objectives — increasing~~increased with strong performance and ~~decreasing~~decreased when performance declined.

~~Note on 2009 TDC. Although the graphs below indicate an~~~~increase~~ in Ms. Lang’s total direct compensation from 2009 to 2010, this increase was due solely to a shift in timing of the annual equity grants. As explained in our fiscal 2010 proxy statement, the Committee shifted the timing of the annual equity grants to executives from September to November of each year, beginning in 2009. This resulted in what would have initially been a September 2009 grant (falling in fiscal 2009) being moved to November 2009 (falling in fiscal 2010); resulting in no equity grant in fiscal 2009. If the September grant had actually been made in September, rather than in November, there would have been a decline in 2010 TDC versus 2009 TDC, because there was no annual incentive payout in 2010 due to the

Company not achieving its financial targets that year. In 2011, the Company’s performance improved over 2010, but was below target. Accordingly, our CEO received an annual incentive (66% of target), and her TDC increased from 2010 to 2011, largely reflecting this annual incentive payout.

The Company has ~~adopted~~ several governance practices that it believes reinforce the soundness of our compensation programs:

Our executive compensation ~~programs~~program and pay decisions are based on the ~~compensation~~ philosophy established by the Committee:

The Committee has set the following objectives for compensating our NEOs and ~~Executives,~~other executives, and considers these objectives in making compensation decisions:

The elements we use to achieve our compensation objectives, and to enable the Company to retain, motivate, engage, and reward our NEOs and ~~Executives,~~other executives are summarized below. Our programs provide a balance of cash and stock; annual and long-term incentives; financial, operational and strategic performance metrics; and awards whose value is affected by stock price performance. The programs are designed to encourage an appropriate level of risk taking, as discussed ~~in more detail~~ later in this CD&A.

The Committee has retained Semler Brossy Consulting Group, LLC (“Semler Brossy” or “Consultant”) as its ~~Consultant~~independent consultant since January 2010. The Consultant reports directly to the Committee and ~~its Chair and~~ performs no other work for ~~Jack in~~ the ~~Box. In~~Company. The Committee has analyzed whether the ~~Committee’s opinion,~~work of Semler Brossy ~~satisfies all independence requirements.~~as a compensation consultant has raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services to the Company by Semler Brossy; (ii) the amount of fees from the Company paid to Semler Brossy as a percentage of the firm’s total revenue; (iii) Semler Brossy’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Semler Brossy or the individual compensation advisors employed by the firm with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Committee; and (vi) any stock of the Company owned by Semler Brossy or the individual compensation advisors employed by the firm. The Committee

~~VI.~~ ~~FISCAL 2011 COMPENSATION AND ANALYSIS~~JACK IN THE BOX INC.ï 2013 Proxy Statement33

~~The information below provides an overview of each pay element for each of the NEOs in fiscal 2011.~~

In fiscal ~~2011, we lifted~~2012, the ~~salary freeze that was in place in fiscal 2010 for our NEOs, Executives, corporate employees and field management. The~~Committee approved the following NEO salary increases, ~~approved by the Committee~~effective November 2011, to ~~reward our NEO’s~~recognize individual performance, ~~were effective November 2010.~~

~~2011 Base Salary Increases~~skills, experience, criticality of position, and to maintain market competitiveness.

The annual incentive plan metrics for the CEO-Qdoba are different than the metrics used for Jack in the Box Executives. The program is intended to focus the CEO-Qdoba on the performance of the Qdoba business and elements more directly under his control.

Financial targets and actual 2012 performance for the Jack in the Box EPS and ROM and Qdoba EBITDA and ROM goals are shown in the charts below.

The ~~2011~~strategic goals (accounting for 20% of the target Jack in the Box annual incentive) were subject to a minimum Operating EPS threshold of $0.83, which, once met, permitted the Committee to exercise discretion to reduce the payout based on the Committee’s determination of the level of achievement attained. The Committee approved maximum achievement based on consideration of:

The 2012 target and maximum incentive payout percentages for the NEOs, expressed as a percentage of annual base salary, are shown in the table below. There is no minimum amount of incentive plan payout guaranteed for the NEOs. The percentages are set by position level relative to Market data and ~~the Executive’s~~each executive’s role in the Company. ~~The table also shows actual 2011 results~~Because we achieved all three Jack in the Box goals at or near maximum, the annual incentive payouts to Ms. Lang and ~~payouts.~~Messrs. Rebel, Comma and Rudolph are close to maximum payout. Because we achieved the Qdoba ROM goal at maximum and the EBITDA goal (weighted 75%) above target but below maximum, the payout to Mr. Beisler is above target, but below maximum payout.

In fiscal 2012 and prior years, the long-term incentive program for Qdoba executives differed from that for Jack in the Box. Each program is described below.

The number of options and full-value shares or units granted was determined by dividing the grant value by the 60-day average closing price of Jack in the Box Common Stock two weeks prior to the November ~~2010~~2011 Committee meeting at which the grants were approved by the Committee. A 3:1 ratio (option to full value share) was applied to determine the number of options granted.

In accordance with our standard practice, the grant date of the fiscal ~~2011~~2012 awards was the second business day of the “window period” that opened in accordance with the Company’s Employee/Insider Trading Policy, after the release of the prior fiscal year-end earnings. ~~Equity awards consisted of stock options, Performance Units, and RSUs, weighted as follows:~~

Thirty percent (30%) of an executive’s long-term incentive value was granted in the form of Performance Units. These units are designed to reward for achievement of performance targets for the three fiscal year period 2011-2013. Performance Units are intended to reinforce achievement of long-term strategic objectives, and strengthen the link of executive long-term incentives to defined, longer-term Company financial and operational goals approved by the Committee:

Twenty percent (20%) of an executive’s long-term incentive value was granted in the form of time-vested RSUs. RSUs vest 20% per year over five years and include a share holding requirement until termination of service with the Company; they are intended to retain talent and align the financial interests of our NEOs and Executives with those of our stockholders.

The Committee believes that the long-term incentive program for the CEO-Qdoba, Mr. Beisler, should incentivize and reward him for performance directly linked to increasing the value of the Qdoba brand, as well as aligning a portion with Jack in the Box performance. To achieve this objective, the 2011 long-term incentive program for Mr. Beisler consisted of Qdoba Performance Units and Jack in the Box RSUs, as illustrated below:

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Seventy percent of the Qdoba Performance Units (or 63% of the total long-term incentive value) were granted in the form of Growth Units. The value of a Growth Unit is based on the increase in net earnings for fiscal 2013 as compared to fiscal 2010. The cash value at the end of the three-year performance period is determined by multiplying the number of Growth Units granted by the incremental value of each unit.

Determination of the size of equity grants is based on a 60-day average closing stock price prior to the Committee meeting date at which grants are approved, and a 3:1 ratio for valuation of stock options versus full value shares. This table reflects the actual grant date fair value (November 26, 2010) using the valuation as reported in our fiscal 2011 Annual Report on Form 10-K.

Ownership is reviewed annually by the ~~Committee.~~Committee at the time equity grants are approved. At the beginning of fiscal ~~2011,~~2012, each of our NEOs met their stock ownership ~~requirement when equity grants were approved by the Committee. However, due to the continued challenging economy and its effect on the stock market and our stock price at~~requirement. As of the end of fiscal year ~~2011,~~2012, Mr. Comma is the ~~value~~only NEO who has not met his requirement, as a result of ~~two of our NEOs’ holdings fell below their~~his May 2012 promotion to President which increased both his salary and his ownership ~~requirement. The Committee determined that it was appropriate~~requirement from 3.0x to ~~continue to manage ownership requirements from a longer-term perspective, rather than reacting to a declining market and awarding an additional equity grant to meet the ownership requirement.~~4.0x his base salary.

h. Compensation & Benefits Assurance ~~(“Change~~(Change in ~~Control”)~~Control) Agreements

Based on information and recommendations provided by its ~~Consultant,~~consultant, the Committee approved the following changes to the executive compensation ~~programs~~program for Jack in the Box and Qdoba effective in fiscal ~~2012:~~2013:

42JACK IN THE BOX INC.~~Structural Governance Protections~~ï 2013 Proxy Statement

The Jack in the Box Compensation Committee is comprised solely of independent members of the Company’s Board of Directors. The Committee assists the Board in fulfilling its responsibilities regarding compensation matters, and is responsible under its charter to determine the compensation of ~~Jack in~~ the ~~Box Inc. Executives.~~Executive Officers. This includes reviewing all components of pay for our CEO and the other NEOs. The Committee reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with its Consultant, with management and with the Board. Based on this review and discussion, the Committee, on behalf of the Board, has authorized that this Compensation Discussion and Analysis be included in this Proxy Statement for fiscal ~~2011,~~2012, ended ~~October 2, 2011.~~September 30, 2012.

The Committee has engaged in a risk analysis of our compensation plans, programs, policies, and practices for all employees. For the following reasons, the Committee believes that the design of our compensation programs, the governance of our programs, and our risk oversight process guard against imprudent risk taking that could have a material adverse effect on the Company.

The Summary Compensation Table (“SCT”) summarizes the total compensation of our CEO, CFO, and the three other most highly compensated ~~Executives~~executives (“named executive officers” or “NEOs”) for the fiscal year ended ~~October 2, 2011,~~September 30, 2012, and the prior two fiscal years to the extent required under the Securities and Exchange Commission rules.

Mr. Comma and Mr. Rudolph are not eligible to participate in the SERP. Please refer to Footnote 4 to the Pension Benefits Table regarding Mr. Beisler’s retirement benefits. The changes in pension value are based on the differences between the October 2, 2011, October 3, 2010, and September 27, 2009 actuarial present values of accrued benefits payable over their lifetimes, assuming each of the NEOs does not retire before the Plan’s earliest retirement date with unreduced benefits. The Plan’s earliest retirement date with unreduced benefits is age 62. The change in pension values over the three years shown in this table represent changes in (i) salary and annual incentive, (ii) years of service, and (iii) the discount rates used in estimating present values. The discount rates used to determine the change in the qualified pension plan and SERP values were 5.598%(“SERP”), or both, as ~~of October 2, 2011, 5.824% as of October 3, 2010, and 6.159% as of September 27, 2009. The actuarial present value of accrued benefits is based on the same~~applicable, determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial ~~statements.~~statements for fiscal years ending September 30, 2012, October 2, 2011, and October 3, 2010. The RP-2000 Mortality Table is used for ~~both~~ the ~~qualified pension plan~~Retirement Plan and ~~the~~ SERP estimates, projected to ~~2011,~~2017, combined for employees and annuitants, separate for males and females, with white collar adjustment. ~~No pre-retirement mortality, retirement, or termination has been assumed~~The amounts reported in this column may fluctuate significantly in a given year based on a number of factors that affect the formula to determine pension benefits, including changes in: (i) salary and annual incentive; (ii) years of service; and, predominantly: (iii) the discount rates used in estimating present values, which was 4.34% for 2012, 5.60% for 2011, and 5.82% for 2010. The change in the ~~present~~benefit values of our NEOs from 2011 to 2012 was predominately driven by this third factor, the change in the discount rate. The lower the interest rate, the greater the pension value ~~factors. See the sections titled~~~~Retirement Plan, Supplemental Executive Retirement Plan~~~~and~~~~Pension Benefits Table~~~~for a detailed discussion~~with all else equal. For example, approximately $2.7 million (or 74%) of the ~~Company’s~~change in Ms. Lang’s pension ~~benefits. The Company does not provide above-market or preferential earnings on non-qualified deferred compensation; for this reason only pension accruals are shown.~~value from 2011 to 2012 was due to the change in the discount rate.

Our NEOs become vested in the Retirement Plan after five years, and eligible NEOs become vested in the SERP after attaining age 55 and completing 10 years of service. For a detailed discussion of the Company’s pension benefits, see the sections of this Proxy Statement titled Retirement Plan, Supplemental Executive Retirement Plan and Pension Benefits Table and accompanying footnotes. The Company does not provide above-market or preferential earnings on non-qualified deferred compensation.

The following table provides information on fiscal ~~2011 annual incentive plan awards~~2012 cash and equity incentive awards granted to our NEOs. Cash incentive awards are based on fiscal year performance under our annual incentive plan, and for Mr. Beisler also include performance units based on Qdoba financial goals over a three-year period. Long-term equity incentive compensation includes stock options, time-based restricted stock units, and performance awards that vest, if at all, upon achievement of performance goals over a three-year period. The 2012 incentive award terms are further described in CD&A Sections IV (“Elements of Compensation”) and VI (“Fiscal 2012 Compensation”).

~~Performance Unit~~PSU and ~~Restricted Stock Unit~~RSU Awards — The value of ~~performance units~~PSUs and ~~restricted stock units~~RSUs are based on the closing price of the Company’s ~~common stock~~Common Stock on the grant date ($~~20.05~~18.67 on November ~~26, 2010)~~25, 2011). ~~Performance units~~PSUs are calculated in accordance with FASB ASC Topic 718 based on probable outcome, assuming target.

Stock Options — The value of stock options represents a theoretical value at grant using a binomial based pricing model that requires the input of highly subjective assumptions, including the expected volatility of our stock price. As such, the values may not reflect the actual amounts that our NEOs will realize; rather the actual amount realized will depend on the Company’s stock price relative to the exercise price. The assumptions used in the valuation are reported in the Form 10-K for fiscal ~~2011.~~2012.

performance goals are approved by the Committee ~~within 60~~(no later than 90 days offrom the start of the fiscal ~~year. The “Summary Compensation Table” for fiscal 2011 shows the actual incentive compensation earned by the CEO-Qdoba.~~year).

The following table provides information on all outstanding option awards and unvested stock awards held by each of the NEOs at the end of fiscal ~~2011.~~2012. Each option grant is shown separately and the vesting schedule is shown as Footnote 1 to the table. The market value of the restricted stock awards is based on the closing price of Jack in the Box Inc. Common Stock as of the last trading day of the fiscal year, September ~~30, 2011,~~28, 2012, which was ~~$19.92.~~$28.11.

The following table provides information on stock option exercises and shares acquired on the vesting of stock awards by the ~~named executive officers:~~

NEOs. Option ~~Exercises and~~award value realized is calculated by subtracting the aggregate exercise price of the options exercised from the aggregate fair market value of the shares of Jack in the Box stock acquired on the date of exercise. Stock ~~Vested~~award value realized is calculated by multiplying the number of shares shown in the table by the closing price of Jack in the Box stock on the date the stock awards vested.

The following table provides information on the pension benefits for the NEOs under each of the following pension plans:

Executive Deferred Compensation Plan (“EDCP”)

The NEOs ~~Executives,~~ and other highly compensated employees are eligible to ~~participate~~defer up to 50% of base salary and up to 100% of annual incentive pay in the EDCP, ~~which is~~ an unfunded, non-qualified deferred compensation plan, the benefits of which are paid by the Company out its general assets. The plan is subject to IRC Section 409A ~~(“Section 409A”)~~ for all deferred compensation earned on or after January 1, 2005; deferred compensation earned prior to 2005 is not subject to Section 409A requirements and continues to be governed under the terms of the plan and tax laws in effect on or before December 31, 2004, as applicable.

~~We maintain a trust agreement with an independent trustee establishing a rabbi trust for the purpose of funding benefits payable to EDCP participants.~~

~~Deferrals~~

~~Participants may defer up to 50% of base salary and up to 100% (less applicable taxes) of annual incentive pay.~~ The Company matches 100% of the first 3% of the participant’s compensation that is deferred into the EDCP.

Participants are fully vested in their own contributions and vest in the matching contributions at the rate of 25% per year, becoming fully vested only after they have completed four full years of service with the Company.

Participants select from an array of hypothetical investment funds designed to match the performance of actual investments that they wish to have their account allocated to; they may change their investment elections at any time. Benefits under this plan include an earnings component based upon the hypothetical investment options.

Enhanced EDCP

Beginning January 1, 2007, new ~~Executives,~~Corporate Vice Presidents and above, who otherwise would have been eligible for the SERP, receive an additional annual Company contribution ~~for up to ten years,~~ of 4% of base salary and annual incentive into their EDCP ~~account.~~account for up to ten years. Participants vest 25% per year in the additional Company contributions.

~~In-Service Withdrawals and Distributions~~

At the time a participant makes his or her deferral election for a plan year, the participant also elects when the associated deferred compensation will be distributed. Participants may generally receive scheduled “in-service” withdrawals or hardship withdrawals while still employed or have distributions paid on separation of service. The specific distribution options depend on whether the deferred compensation is subject to Section 409A; In general, the following refers to non-vested balances and amounts deferred after January 1, 2005, which are subject to Section 409A:

~~(1)~~

~~Scheduled In-Service Withdrawals.~~At the time of his or her deferral election, a participant may designate a scheduled payment of his or her deferral accounts (excluding Company matching contributions). The scheduled payment date cannot occur until after the deferred compensation has been in the plan for two full plan years. Scheduled payments are made in the form of a lump sum or annual installments over five years as elected by the participant. In accordance with Section 409A, if a participant elects to change the start date of the scheduled payment, the payment will be subject to a five-year delay in the start of payment from the initial scheduled withdrawal date.

~~(2)~~

~~Separation of Service.~~For separation of service distributions, a participant may elect how their deferral accounts (including vested Company matching contributions) are paid upon separation of service. Participants may elect payment in the form of a lump sum or from two to ten annual installments, in each case beginning within 60 days of separation or two years after separation of service. If a participant is considered a “specified employee” on his or her separation date, Section 409A requires that the payment be delayed for six months after such separation date.

~~2011~~2012 Non-Qualified Deferred Compensation

The following table provides information on the contributions, earnings, withdrawals and distributions in the Executive Deferred Compensation Plan during fiscal ~~2011~~2012 and the account balances as of the end of fiscal ~~2011.~~2012. As of ~~October 2, 2011,~~September 30, 2012, all NEOs are 100% vested in Company ~~contributions, except for Mr. Rudolph who is 75% vested.~~

~~Non-Qualified Deferred Compensation Plan Table~~contributions.

   Executive
Contributions
in Fiscal 2011 (1)    Registrant
Contributions
in Fiscal 2011 (2)    Aggregate
Earnings/
(Losses) in
Fiscal 2011 Aggregate
Withdrawals/
Distributions    Aggregate
Balance at
Last FY (3)
Ms. Lang
   $ 68,697       $ 46,370       $ (91,528 ) $     —         $ 1,946,966
Mr. Rebel
   $ 28,008       $ 21,850       $ (3,465 ) $ —         $ 393,340
Mr. Comma
   $ 40,661       $ 46,173       $ (12,520 ) $ —         $ 503,378
Mr. Rudolph
   $ 19,312       $ 45,061       $ (6,622 ) $ —         $ 195,904
Mr. Beisler
   $ 22,434       $ 22,434       $ (2,005 ) $ —         $ 1,045,677


	Executive Contributions in Fiscal 2012 ⁽¹⁾		Registrant Contributions in Fiscal 2012 ⁽²⁾		Aggregate Earnings/ (Losses) in Fiscal 2012		Aggregate Withdrawals/ Distributions		Aggregate Balance at FYE 2012⁽³⁾
Ms. Lang	$	230,751	$	86,545	$	439,233	$	—	$	2,453,553
Mr. Rebel	$	57,854	$	37,735	$	99,259	$	—	$	527,866
Mr. Comma	$	51,762	$	66,395	$	89,791	$	—	$	681,164
Mr. Rudolph	$	34,051	$	79,451	$	68,686	$	—	$	182,188
Mr. Beisler	$	22,325	$	22,325	$	230,183	$	—	$	1,298,842

⁽¹⁾

These amounts ~~were~~are also included in the salary and non-equity incentive plan compensation columns in the ~~2011 Summary Compensation Table.~~2012 SCT.

⁽²⁾

These amounts ~~were~~are reported as “All Other Compensation” in the ~~Summary Compensation Table .~~SCT.

⁽³⁾

Amounts reported in this column ~~were~~are included in the Company’s ~~Summary Compensation Table~~SCT in prior years if the named executive officer was an NEO in previous years. The balance reflects the cumulative value of each NEO’s deferrals, match, and investment gains or losses. These amounts do not include any contributions or earnings related to the fiscal ~~2011~~2012 annual incentive payment, which was paid after the end of fiscal ~~2011.~~2012.

Compensation & Benefits Assurance ~~Agreements.~~Agreements

The Company provides ~~Compensation & Benefits Assurance (“CIC”) agreements to its Senior Executives~~CIC Agreements because it considers it in the best interest of its stockholders to ~~foster~~encourage continued employment of key management ~~without potential distraction or personal concern if~~in the ~~Company were to potentially be acquired by another company (“~~event of a change in ~~control”).~~control transaction. These agreements help facilitate successful performance by key executives during an impending change in control, by protecting them against the loss of their positions following a change in the ownership or control of the Company, and ensuring that his or her expectations for long-term incentive compensation arrangements will be fulfilled. Generally, under the agreements, a change in control is defined to include:

(i) the acquisition by any person or group of 50% or more of the outstanding stock or combined voting power of the Company (excluding acquisitions by the fiduciary of the Company benefit plans or certain affiliates);

(i)

the acquisition by any person or group of 50% or more of the outstanding stock or combined voting power of the Company (excluding acquisitions by the fiduciary of the Company benefit plans or certain affiliates);

(ii)

circumstances in which individuals constituting our board of directors generally cease to constitute a majority of the board; and

~~(ii) circumstances in which individuals constituting our board of directors generally cease to constitute a majority of the board; and~~

~~(iii) certain stockholder-approved mergers, consolidations, sales of assets or liquidation of the Company.~~

(iii)

certain stockholder-approved mergers, consolidations, sales of assets or liquidation of the Company.

These CIC agreements provide certain specified benefits to ~~Senior Executives~~the executive if, within twenty-four (24) full calendar months from the effective date of a change in control event, his or her employment is terminated (“Qualifying Termination”):

~~(i)~~

(i)

involuntarily other than for cause, death, or disability, or

(ii)

voluntarily for good reason. Voluntary termination for good reason is generally defined as:

(a)

the assignment of the executive to duties or responsibilities inconsistent with his or her status, or

~~(ii) voluntarily for good reason. Voluntary termination for good reason is generally defined as:~~

(a) the assignment of the executive to duties or responsibilities inconsistent with his or her status, or a reduction or alteration in the nature or status of his or her duties or responsibilities in effect as of ninety (90) days prior to the change in control event;50JACK IN THE BOX INC.ï 2013 Proxy Statement

~~(b) the acquiring company’s requirement that the executive be based at a location in excess of fifty (50) miles from his or her location immediately prior to a change in control;~~

a reduction or alteration in the nature or status of his or her duties or responsibilities in effect as of ninety (90) days prior to the change in control event;

(b)

the acquiring company’s requirement that the executive be based at a location in excess of fifty (50) miles from his or her location immediately prior to a change in control;

~~(c) a material reduction in base salary;~~

(c)

a material reduction in base salary;

~~(d) a material reduction in the Company’s compensation, health and welfare, retirement benefit plans, or any perquisites, unless an alternative plan is provided of a comparable value; or~~

(d)

a material reduction in the Company’s compensation, health and welfare, retirement benefit plans, or any perquisites, unless an alternative plan is provided of a comparable value; or

(e)

the Company’s failure to require any successor to assume the CIC agreement benefits.

CIC benefits are not provided in the event of terminations by reason of death, disability, voluntary termination without good reason, or the Company’s involuntary termination of the executive’s employment for cause.

In the event of a change in control of the Company and Qualifying Termination of an executive covered under a CIC agreement as described above, the executive is entitled to the following severance benefits:

A lump sum cash payment equal to his or her accrued but unpaid annual salary and unreimbursed business expenses.

2. A lump sum cash amount equal to a multiple of the executive’s then-current annual salary, as follows:


	Multiple of Salary
Ms. Lang		~~3.0~~3.0x
Mr. Rebel		~~2.5~~2.5x
Mr. Comma		~~2.5~~2.5x
Mr. Rudolph		~~2.5~~2.5x
Mr. Beisler		~~1.5~~1.5x

A lump sum cash incentive award equal to the multiple above times the greater of: (a) the average annual incentive percentage for the last three fiscal years prior to the change in control times annual salary, or (b) the average dollar amount of the annual incentive paid for the last three fiscal years prior to the change in control. If an executive does not have three full years of incentive awards, the Company will apply the target incentive award percentage for each missed year.

Continuation of health insurance coverage at the same cost and same coverage level as in effect as of the executive’s Qualifying Termination date (subject to changes in coverage levels applicable to all employees generally) for a specified coverage period as provided below, to run concurrently with any coverage provided under COBRA. If

an executive receives health insurance coverage with a subsequent employer prior to the end of 18 months, the continuation of health insurance coverage under the agreement is discontinued.


	Coverage Period
Ms. Lang		36 months
Mr. Rebel		30 months
Mr. Comma		30 months
Mr. Rudolph		30 months
Mr. Beisler		18 months

Standard outplacement services at Company expense, from a nationally recognized outplacement firm selected by the executive, for a period of up to one ~~(1)~~ year from the date of Qualifying Termination.

~~Unvested~~The full vesting of unvested restricted stock, performance units, and in-the-money stock options, ~~become fully vested,~~ subject to the terms of the applicable award agreement and stock incentive plan.

For pre-2009 agreements, in the event that any portion of the payments and benefits provided for under the agreement are considered excess parachute payments under ~~section~~IRC Section 280G ~~of the Internal Revenue Code~~ and are thus subject to the 20% excise tax imposed by IRC Section 4999, ~~of the Internal Revenue Code,~~ the agreement provides for a conditional gross-up payment to reimburse the executive for the excise tax and additional taxes resulting from the imposition of the excise tax. The gross-up payment will be made, however, only if the amounts treated as “parachute payments” under Section 280G exceed the Section 280G threshold by more than 10%. If the parachute payments exceed the Section 280G threshold by 10% or less, then the payments to the executive will be reduced to an amount that is one dollar less the Section 280G threshold. ~~The~~At the time these agreements were entered into, the potential tax “gross up” payment, ~~is only applicable in the event of a change in control of the Company and,~~ in the Committee’s view, iswas an appropriate method for the Company to insulate the executives from excise tax imposed under Section ~~4999 of the Code. Beginning~~4999.

For agreements in 2009 ~~we eliminated the~~and later, there is no excise tax gross ~~up on a prospective basis~~up. Three executives are parties to this form of agreement, which provides for ~~any new CIC agreements.~~payment of the greater of: (i) the aggregate parachute payments reduced to the maximum amount that would not subject the executive to relevant excise taxes or (ii) the aggregate parachute payments, with the executive paying the relevant excise taxes and such other applicable federal, state and local income and employment taxes. Under this agreement, the executive is solely responsible for payment of excise taxes and other applicable federal, state, and local income and employment taxes.

JACK IN THE BOX INC.ï 2013 Proxy Statement51

Supplemental Executive Retirement Plan. In the event of an involuntary termination not for cause or a voluntary termination for good reason resulting from a change in control, in accordance with the SERP, the NEO shall receive, in the form of three annual installments commencing on termination, the actuarial equivalent of his/her accrued early retirement ~~benefit.~~benefit unreduced for early commencement.

Non-Qualified Deferred Compensation. In the event of a change in control, in accordance with the EDCP, a participant shall become 100% vested in Company contributions. Accounts shall be distributed in accordance with the participant’s existing distribution election (on termination of employment or under a scheduled in-service withdrawal).

52JACK IN THE BOX INC.ï 2013 Proxy Statement

Potential Payments ~~Upon~~on Termination of Employment or Change in Control

In the event of a termination not related to a change in control, NEOs will receive amounts under the terms and provisions of the specific plans in which they are a participant. ~~None of our NEOs are eligible to retire under any company sponsored plan as~~As of the end of fiscal ~~2011. As explained in Footnote 4 to the Pension Benefits Table,~~2012, Mr. Beisler is ~~party to a written agreement under which he is~~the only NEO eligible to ~~receive a payment upon retirement computed using~~retire under the Retirement and SERP Plans, and has announced his ~~1998 hire date with Qdoba Restaurants, with such payment based on the SERP formula and payable~~intention to retire in the form of an annuity. Under this agreement, he is eligible for an early retirement reduced monthly payment of $12,164 (as of October 2, 2011, calculated based upon retirement prior to age 62, and reflecting a reduction of 5/12 of 1% per month for each month prior to age 62).

fiscal 2013. The following table shows the potential payments and benefits to which our NEOs would be entitled in the event of: (1) a termination of employment not related to a change in control, or (2) under our CIC agreement (described above), both a) a change in control, and b) a Qualifying Termination. Under our stock incentive plan and award agreements, acceleration of equity awards occurs upon

the consummation of a change in control (no Qualifying Termination requirement), and equity is accelerated as explained in Footnote 4 to the table. The potential payments assume that the termination and/or termination resulting from a change in control occurred on the last day of fiscal ~~2011, October 2, 2011,~~2012, September 30, 2012, and where applicable, use the closing price of our Common Stock of ~~$19.92~~$28.11 on September ~~30, 2011~~28, 2012 (the last market trading day in the fiscal year). The actual amounts can only be determined at the time of such termination or change in control, and therefore, the actual amounts will vary from the estimated amounts in the table below.

Potential Payments on Termination of Employment or Change in Control

   Cash
Severance
(1) Annual
Incentive
(2) Continuation
of Benefits
(3) Equity
Incentive
and Stock
Awards (4) Pension and
SERP
Benefits
(5) Gross Up
for Excise
Tax
(6) TOTAL
Ms. Lang

Termination Reason

Voluntary/Involuntary Term Without Cause and Non- Retirement Eligible
—    —    —    —    $ 546,247    —    $ 546,247
Death
—    —    —    $ 3,423,695    $ 2,048,417    —    $ 5,472,112
Disability
—    —    —    $ 3,309,735    $ 7,156,787    —    $ 10,466,522
Change in Control / Qualifying Termination
$ 2,799,000    $ 1,740,045    $ 43,837    $ 4,786,117    $ 11,598,580    $ 6,977,753    $ 27,945,332

Mr. Rebel

Termination Reason

Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible
—    —    —    —    $ 188,641    —    $ 188,641
Death
—    —    —    $ 1,069,972    $ 897,987    —    $ 1,967,959
Disability
—    —    —    $ 1,038,643    $ 1,638,474    —    $ 2,677,117
Change in Control / Qualifying Termination
$ 1,217,500    $ 570,196    $ 38,198    $ 1,326,495    $ 1,892,853    $ 1,772,252    $ 6,817,494

Mr. Comma

Termination Reason

Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible
—    —    —    —    $ 121,222    —    $ 121,222
Death
—    —    —    $ 870,921    $ 121,222    —    $ 992,143
Disability
—    —    —    $ 859,349    $ 168,180    —    $ 1,027,529
Change in Control / Qualifying Termination (7)
$ 0    $ 0    $ 48,056    $ 999,965    $ 121,222    —    $ 1,169,243

   Cash
Severance
(1) Annual
Incentive
(2) Continuation
of Benefits
(3) Equity
Incentive
and Stock
Awards (4) Pension
and SERP
Benefits
(5) Gross Up
for Excise
Tax
(6) TOTAL
Mr. Rudolph

Termination Reason

Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible
—    —    —    —    $ 93,288    —    $ 93,288
Death
—    —    —    $ 1,227,093    $ 93,288    —    $ 1,320,381
Disability
—    —    —    $ 1,211,605    $ 194,516    —    $ 1,406,121
Change in Control / Qualifying Termination (7)
$ 0    $ 0    $ 34,462    $ 1,456,014    $ 93,288    —    $ 1,583,764

Mr. Beisler

Termination Reason

Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible
—    —    —    —    $ 216,289    —    $ 216,289
Death
—    —    —    $ 727,101    $ 864,928    —    $ 1,592,029
Disability
—    —    —    $ 727,101    $ 1,417,028    —    $ 2,144,129 ��
Change in Control / Qualifying Termination
$ 552,000    $ 450,432    $ 21,958    $ 1,434,327    $ 2,702,581    $ 1,339,093    $ 6,500,391


	Cash Severance ⁽¹⁾		Annual Incentive ⁽²⁾		Continuation of Benefits ⁽³⁾		Equity Incentive and Stock Awards ⁽⁴⁾		Pension and SERP Benefits ⁽⁵⁾		Gross Up for Excise Tax⁽⁶⁾		TOTAL
Ms. Lang
Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible		—		—		—		—	$	764,664		—	$	764,664
Death		—		—		—	$	9,644,161	$	2,576,801		—	$	12,220,962
Disability		—		—		—	$	5,864,134	$	11,455,571		—	$	17,319,705
Change in Control / Qualifying Termination	$	2,898,000	$	2,559,900	$	47,243	$	4,532,707	$	14,114,457	$	8,273,426	$	32,425,733
Mr. Rebel
Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible		—		—		—		—	$	279,683		—	$	279,683
Death		—		—		—	$	2,915,339	$	993,350		—	$	3,908,689
Disability		—		—		—	$	1,763,430	$	2,262,988		—	$	4,026,418
Change in Control / Qualifying Termination	$	1,265,000	$	839,117	$	28,622	$	1,874,171	$	5,169,431	$	2,501,415	$	11,677,756
Mr. Comma
Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible		—		—		—		—	$	202,659		—	$	202,659
Death		—		—		—	$	2,198,528	$	202,659		—	$	2,401,187
Disability		—		—		—	$	1,310,029	$	262,091		—	$	1,572,120
Change in Control / Qualifying Termination	$	1,375,000	$	912,083	$	51,945	$	1,771,817	$	202,659		—	$	4,313,504
Mr. Rudolph
Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible		—		—		—		—	$	146,114		—	$	146,114
Death		—		—		—	$	2,542,045	$	146,114		—	$	2,688,159
Disability		—		—		—	$	1,854,524	$	242,703		—	$	2,097,227
Change in Control / Qualifying Termination	$	1,142,500	$	757,858	$	28,622	$	2,056,681	$	146,114		—	$	4,131,775
Mr. Beisler
Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible		—		—		—		—	$	314,157		—	$	314,157
Retirement Eligible		—		—		—		—	$	2,817,686		—	$	2,817,686
Death		—		—		—	$	1,281,332	$	3,322,423		—	$	4,603,755
Disability		—		—		—	$	1,281,332	$	2,923,311		—	$	4,204,643
Change in Control / Qualifying Termination	$	577,500	$	590,205	$	23,221	$	700,804	$	3,322,423	$	1,134,399	$	6,348,552

⁽¹⁾

Reflects multiple of annual base salary as described in the Compensation and Benefits Assurance Agreement section ~~of this Proxy Statement. For Mr. Comma and Mr. Rudolph, refer to Footnote 7 below.~~(“CIC Section”), above.

⁽²⁾

Reflects multiple of annual incentive ~~rate~~ as described in the ~~Compensation & Benefits Assurance Agreement section of this Proxy Statement. For Mr. Comma and Mr. Rudolph, refer to Footnote 7 below.~~CIC Section.

⁽³⁾

Reflects benefits continuation as described in the ~~Compensation & Benefits Assurance Agreement~~CIC section ~~in this Proxy Statement~~ and an outplacement fee estimate of $10,000.

JACK IN THE BOX INC.ï 2013 Proxy Statement53

⁽⁴⁾

~~The total value of equity awards is calculated using the closing price of Jack in the Box Inc. Common Stock as of September 30, 2011, the last trading day of fiscal 2011.~~

The amounts shown in the table only reflect the value of unvested awards and options that would be accelerated upon termination; they do not include the vested portion as of the end of ~~the end of~~ fiscal ~~2011.~~2012. For a change in control, the amounts shown reflect only the amount of acceleration of unvested restricted stock, unvested performance units, and in-the-money unvested stock options. All references to termination below include only terminations not for cause.

Stock Awards (RSA/RSU under the stock ownership program in place prior to fiscal ~~2011)~~2012):

(i)

Upon termination not related to a change in control, if eligible to retire under a company sponsored retirement plan, determination of shares vested is based on a schedule of the greater ~~of,~~of: a) 30% of the award vesting three years from the date of grant, and 10% vesting for each year of service thereafter as of the date of retirement, b) such vesting as would have occurred had 10% of the Award vested for each year of service with the Company, or c) in such greater amount as may be determined by the Board in its sole discretion.

(ii)

Upon termination not related to a change in control, and not eligible to retire under a company sponsored retirement plan, determination of shares vested is based on a schedule of 15% vesting on or after 3 years from the grant date, and 5% vesting for each year of service thereafter as of the termination date.

(iii)

Upon death, disability, or a change in control, stock awards vest 100%.

Performance Share Units:

(i)

Upon termination not related to a change in control, if eligible to retire under a company sponsored retirement plan or due to death or disability, and ~~Awardee~~the awardee had been continuously employed by the Company as of the last date of the first fiscal year of the performance period, the performance units will vest on a prorated basis, based on the number of full accounting periods the ~~Awardee~~awardee was continuously employed by the Company during the performance period and to the extent to which performance goals are achieved.

(ii) Upon termination not related to a change in control or due to death or disability, the award will be cancelled.

(iii)

Upon a change in control, performance units will vest at the greater of the performance level attained as of the date of the change in control or 100% of target.

Time-vested RSUs:

(i)

Upon termination not related to a change in control, death, disability, or retirement, the award will be cancelled.

(ii)

Upon a change in control, death, disability or retirement, the RSUs will vest 100%.

Qdoba Growth and Restricted Units (for Mr. Beisler only) – Performance units are structured like a phantom stock program, payable in cash:

(i)

Upon termination not related to a change in control, if eligible to retire under a company sponsored retirement plan or due to death or disability, and ~~Awardee~~Mr. Beisler had been continuously employed by the Company as of the last date of the first fiscal year of the performance period, the performance units will vest on a prorated basis, using Qdoba year-to-date net earnings as of the fiscal ~~Period~~period immediately preceding the date of such event.

(ii)

Upon termination not related to a change in control, death, disability, or retirement, the award will be cancelled.

(iii)

Upon a change in control, 100% of the award will be vested, based on a value equal to the greater of a) Qdoba ~~Targeted Net Earnings,~~target net earnings, or b) Qdoba year-to-date net earnings as of the fiscal ~~Period~~period immediately preceding the date of the change in control.

Option Awards:

(i)

Upon termination not related to a change in control, and eligible to retire under a company sponsored retirement plan, determination of shares vested is based on a formula of 5% additional vesting for each year of service with the Company.

(ii)

Upon termination not related to a change in control, and not eligible to retire under a company sponsored retirement plan, there is no acceleration of ~~Option Awards.~~option awards.

(iii)

Upon death or a change in control (where options are not assumed by the acquiring ~~Company)~~company), option awards will vest 100%.

(iv)

Vesting upon disability is based on the number of shares which would have been vested as of twelve months following the Optionee’s first day of absence from work with the Company, and therefore, for purposes of this table, no additional vesting is applied in the event of a disability.

⁽⁵⁾

Annual benefit amounts listed for each NEO are subject to the eligibility and vesting provisions of the Retirement Plan and the ~~SERP.~~SERP, which are described above in the sections of this Proxy Statement titled Retirement Plan, Supplemental Executive Retirement Plan and Pension Benefits Table and accompanying footnotes. All values shown ~~for SERP~~ represent present values ~~with the exception of disability. Disability benefits shown are annual amounts paid to the NEO over the NEO’s lifetime. Ms. Lang, Mr. Rebel~~ and ~~Mr. Beisler are not vested in the SERP; Mr. Rudolph and Mr. Comma are not participants in the SERP. Values presented for the Retirement Plan and the SERP~~ are based on the following:

In the event of a voluntary/involuntary termination or death, benefit values are based on accrued benefits as of fiscal year end payable at normal retirement. Benefit values were calculated as of ~~October 2, 2011,~~September 30, 2012, based on a discount rate of ~~5.598%~~4.335% for the qualified pension plan and for the SERP. The RP-2000 Mortality Table is used for both the qualified pension plan and the SERP, projected to ~~2011~~2017 combined for employees and annuitants, separate for males and females with white collar adjustment. In the event of death while actively employed, the amount of the survivor benefit under the SERP shall be one times the participant’s compensation and shall be defined as annualized current base salary plus the average of the annual incentives paid for the three most recent completed fiscal years. If, however, the date of death is at age 55 plus 10 years of service or later, the amount of the survivor benefit shall be the greater of one times the participant’s compensation or the actuarial equivalent lump sum present value of the participant’s supplemental retirement

benefit. In the event of death while actively employed, the amount of the pension benefit shall be the accrued actuarial equivalent pension benefit as determined on the date of death. Such benefit shall not be subject to any reduction of benefits.

Disability benefits shown assume an NEO terminates employment with the Company due to disability and remains continuously disabled until reaching normal retirement age. Benefit values are based on accrued benefits as of the NEO’s normal retirement age and were calculated as of ~~October 2, 2011,~~September 30, 2012 based on a discount rate of ~~5.598% for~~4.335% and the ~~qualified pension plan and for the SERP. The~~ RP-2000 Mortality Table as described ~~above, is used for both the qualified pension plan and for the SERP.~~above.

In the event of a change in control, participants become 100% vested. Benefit values are based on accrued benefits as of fiscal year end and were calculated as of ~~October 2, 2011,~~September 30, 2012. The Retirement Plan values are, based on a discount rate of ~~5.598% for~~4.335% and the ~~qualified pension plan and for the SERP. The~~ RP-2000 Mortality Table as described ~~above, is used for both~~above. The SERP values are based on an interest rate of 6.0% and the ~~qualified pension plan and for the SERP.~~RP-2000 Mortality Table, projected 10 years.

⁽⁶⁾

For pre-2009 agreements, if any portion of the payments and benefits provided for in a CIC ~~Agreement~~agreement would be considered “excess parachute payments” under IRC Section 280G(b)(1) ~~of the Internal Revenue Code~~ and subject to excise tax, then the agreement provides for a “conditional gross up provision” whereby excise taxes are grossed up. In the event that the parachute payment exceeds the excise tax threshold by 10% or less, the executive severance is reduced to $1.00 below the threshold so that executives are not subject to excise taxes. The amount of the gross-up payment is calculated based on the value of all benefits that could have been received as of September 30, 2012, except for equity award acceleration which is calculated based on the assumption that the change in control occurred on December 31, 2012. For purposes of this calculation, the value of the acceleration of vesting of all outstanding equity awards is calculated according to Section 280G and the related regulations. For 2009 and later agreements, ~~payments that would trigger an excise tax are reduced to $1.00 below the threshold so as to not trigger the tax.~~

~~(7)~~

In accordance with the terms of the CIC Agreements for Mr. Comma and Mr. Rudolph, the total termination benefit has been reduced to $1.00 less than the maximum amount they may receive without triggering an excise tax. Mr. Comma’s cash severance and annual incentiveno gross-up is ~~reduced to $0 and acceleration of equity awards is reduced to $999,965. Mr. Rudolph’s cash severance and annual incentive is reduced to $0 and continuation of benefits is reduced to $34,462.~~provided.

54JACK IN THE BOX INC.ï 2013 Proxy Statement

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December ~~20, 2011~~18, 2012 (“the Record Date”), information with respect to beneficial ownership of our Common Stock by (i) each person who we know to beneficially own more than 5% of ~~any class of the Company’s outstanding~~our Common Stock, (ii) each director and nominee for director of the Company, (iii) each NEO listed in the Summary Compensation Table herein and (iv) all of our directors and executive officers of the Company as a group. ~~Beneficial~~The address of each director and executive officer shown in the table below is c/o Jack in the Box Inc., 9330 Balboa Avenue, San Diego, CA 92123.

We determined the number of shares of Common Stock beneficially owned by each person under rules promulgated

by the SEC, based on information obtained from questionnaires, Company records and filings with the SEC. The information is not necessarily indicative of beneficial ownership for ~~purposes of this table~~any other purpose. Under these rules, beneficial ownership includes any shares ~~for~~as to which ~~a person, directly~~the individual or ~~indirectly,~~entity has sole or ~~shares~~shared voting ~~and/~~power or investment power and also ~~includes~~any shares which the individual or entity had the right to acquire within sixty days of December 18, 2012. All percentages are based on the shares of Common Stock outstanding as of December 18, 2012. Except as noted below, each holder has sole voting and investment power with respect to all shares of Common Stock listed as beneficially owned by that ~~may be acquired within 60 days (such as through exercising vested stock options) from the Record Date.~~holder.

Security Ownership Of Certain Beneficial Owners and Management

Name
   Number of Shares of
Common Stock
Beneficially Owned
as of
December 20, 2011(1)    Number Attributable to
Options Exercisable
Within 60 Days of
December 20, 2011    Percent of
Class
FMR LLC (2)
   6,569,000       —         14.9 %
BlackRock Inc. (3)
   3,170,699       —         7.2 %
Blue Harbour Group (4)
   3,090,994       —         7.0 %
Vanguard Group (5)
   2,329,936       —         5.3 %
Ms. Lang
   1,549,989       1,278,712       3.4 %
Mr. Rebel
   476,014       393,434       1.1 %
Mr. Comma
   133,504       81,882       *
Mr. Rudolph
   164,788       95,953       *
Mr. Beisler
   106,707       50,000       *
Mr. Goebel
   37,523       24,000       *
Mr. Hutchison
   100,123       75,400       *
Ms. Kleiner
   4,712       —         *
Mr. Murphy
   68,923       60,400       *
Mr. Myers
   17,334       —         *
Mr. Tehle
   76,923       60,400       *
Ms. Webb
   37,523       24,000       *
Mr. Wyatt
   18,523       —         *
All directors and executive officers as a group
(16 Persons)
   3,160,577       2,466,168       7.2 %


Name	Number of Shares of Common Stock Beneficially Owned as of December 18, 2012 ⁽¹⁾		Number Attributable to Options Exercisable Within 60 Days of December 18, 2012		Percent of Class
FMR LLC⁽²⁾		6,476,870		—		15.0%
BlackRock Inc.⁽³⁾		3,281,419		—		7.6%
Blue Harbour Group⁽⁴⁾		2,713,143		—		6.3%
T. Rowe Price Associates, Inc.⁽⁵⁾		2,426,600		—		5.6%
Vanguard Group, Inc.⁽⁶⁾		2,385,704		—		5.5%
Ms. Lang		1,608,650		1,390,248		3.6%
Mr. Rebel		487,281		417,668		1.1%
Mr. Comma		102,475		91,874		*
Mr. Rudolph		168,853		133,676		*
Mr. Beisler		106,275		50,000		*
Mr. Goebel		40,692		24,000		*
Ms. Kleiner		7,881		—		*
Mr. Murphy		106,654		60,400		*
Mr. Myers		28,003		—		*
Mr. Tehle		105,731		60,400		*
Ms. Webb		40,692		24,000		*
Mr. Wyatt		21,692		—		*
All directors and executive officers as a group (15 persons)		3,032,014		2,452,001		6.6%

Asterisk in the percent of class column indicates beneficial ownership of less than 1%

⁽¹⁾

For purposes of computing the percentage of outstanding shares held by each person or group of persons named ~~above~~in the Beneficial Ownership table on a given date, any security which such person or persons has the right to acquire within 60 days after such date is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. ~~These~~The securities totaled in this column include stock options, direct holdings, stock equivalents under the Director Deferred Compensation Plan, restricted stock and restricted stock units as described below.

•

Stock Options. As a group, ~~all~~within 60 days of December 18, 2012, our directors, NEOs and other executive officers have the right to acquire through the exercise of stock options, ~~within 60 days of the above date, 2,466,168~~2,452,001 of the shares of Common Stock reflected ~~above as beneficially owned.~~in the Beneficial Ownership table.

JACK IN THE BOX INC.ï 2013 Proxy Statement55

•

Direct Holdings and Restricted Stock.

As a group, within 60 days of December 18, 2012, our directors, NEOs and other executive officers’ shares include (a) 116,761 shares directly held by directors and officers and (b) 345,815 restricted stock awards held by NEOs, which shares may be voted, but are not available for sale or other disposition until the expiration of vesting restrictions, which occurs upon each individual’s termination of service.


*Name*	*Direct Holdings*		*Restricted Stock*
Ms. Lang		18,402		200,000
Mr. Rebel		7,041		62,572
Mr. Comma		2,396		—
Mr. Rudolph		1,934		33,243
Mr. Beisler		1,185		50,000
Mr. Goebel		13,523		—
Ms. Kleiner		4,712		—
Mr. Murphy		0		—
Mr. Myers		24,834		—
Mr. Tehle		8,000		—
Ms. Webb		13,523		—
Mr. Wyatt		13,811		—

•

~~Direct Holdings and~~ Restricted ~~Stock.~~ ~~The shares reflected as beneficially owned by our directors and NEOs include the amounts below.~~Stock Units. As a group, ~~the shares reflected as beneficially owned by all~~within 60 days of December 18, 2012, our directors, NEOs and other executive officers ~~include 89,720 direct holdings and 374,117 restricted stock awards. These shares~~

may ~~be voted by such directors and executive officers. Restricted shares are not available for sale or other disposition until the expiration~~convert an aggregate of ~~vesting restrictions, which occurs upon retirement or termination.~~

Name
   Direct Holdings    Restricted Stock
Ms. Lang
   22,735       200,000
Mr. Rebel
   4,959       62,572
Mr. Comma
   874       —
Mr. Rudolph
   629       33,243
Mr. Beisler
   252       50,000
Mr. Goebel
   8,811       —
Mr. Hutchison
   16,200       —
Ms. Kleiner
   —         —
Mr. Murphy
   3,811       —
Mr. Myers
   5,000       —
Mr. Tehle
   8,000       —
Ms. Webb
   8,811       —
Mr. Wyatt
   3,811       —

•

~~Restricted Stock Units.~~ ~~The total~~53,425 RSUs ~~reflected as beneficially owned by all directors and executive officers as a group is 230,572 units. RSUs are convertible~~ on a one-for-one basis into shares of Common Stock upon vesting. RSUs may not be voted. The breakdown between directors and NEOs is provided below.

•

RSUs ~~for~~of Directors.~~These RSUs fully vest 12 months from the date of grant or upon termination of service with the Board.~~

These RSUs fully vest upon the earlier of 12 months from the date of grant or upon termination of service with the Board.


*Name*	Unvested RSUs		Deferred RSUs
Mr. Goebel		3,169		0
Ms. Kleiner		3,169		0
Mr. Murphy		3,169		4,712
Mr. Myers		3,169		0
Mr. Tehle		3,169		8,523
Ms. Webb		3,169		0
Mr. Wyatt		3,169		4,712

•

RSUs of NEOs and other executive officers.

These RSUs fully vest upon termination of service and are convertible on a one-for-one basis into shares of Common Stock upon vesting.


*Name*	*RSUs ~~for Directors~~*
~~Mr. Goebel~~Ms. Lang		~~4,712~~0
Mr. Rebel		0
Mr. Comma		8,205 ^(a)
Mr. Rudolph		0
Mr. Beisler		5,090

^(a)

Includes deferral of 3,000 performance vested restricted stock units.

•

Stock Equivalents.

The shares of our directors reflected as beneficially owned include an aggregate of 64,012 stock equivalents attributed to cash compensation deferred under the Director Deferred Compensation Plan. These are convertible on a one-for-one basis into shares of Common Stock upon the earlier of a pre-specified distribution date or termination of service as elected by the director.


*Name*	*Stock Equivalents* *for Directors*
Mr. ~~Hutchison~~Goebel		~~8,523~~0
Ms. Kleiner		~~4,712~~0
Mr. Murphy		~~4,712~~38,373
Mr. Myers		~~12,334~~0
Mr. Tehle		~~8,523~~25,639
Ms. Webb		~~4,712~~0
Mr. Wyatt		~~14,712~~0

56JACK IN THE BOX INC.ï 2013 Proxy Statement

•

⁽²⁾

~~RSUs for Executive Officers.~~ These RSUs include awards made prior to fiscal 2011 under the executive stock ownership program, which do not vest until retirement or termination of service. Beginning fiscal 2011, RSU grants vest evenly over 5 years and have a holding requirement until retirement or termination of service, as explained in section VI.c. Long-Term Incentive Compensation.

   RSU
(Ownership Program)    RSU with Holding
Requirement
Ms. Lang
   —         48,542
Mr. Rebel
   —         15,049
Mr. Comma
   34,700       16,048 (i)
Mr. Rudolph
   25,572       9,391
Mr. Beisler
   —         6,455

~~(i) Includes deferral of 3,000 performance vested restricted stock units for Mr. Comma.~~

~~(2)~~

According to its Form 13F filing as of September 30, ~~2011,~~2012, FMR LLC, on behalf of certain of its direct and indirect subsidiaries, Fidelity Management & Research Company, ~~and~~ FMR Co., Inc., and Pyramis Global Advisors Trust Company indirectly held and had investment discretion with respect to ~~6,569,000~~6,476,870 shares. Fidelity Management & Research Company and FMR Co., Inc. were the beneficial owners of ~~6,569,000~~6,201,870 shares, of which FMR LLC had sole voting power with respect to 700 shares and no voting power with respect to ~~6,569,000~~6,201,170 shares. Pyramis Global Advisors Trust Company was the beneficial owner of 275,000 shares of which it had sole voting power. The address of ~~Fidelity Management & Research Company and~~ FMR ~~Co., Inc.~~LLC is 82 Devonshire Street, Boston, Massachusetts 02109.

⁽³⁾

According to its Form 13F filing as of September 30, ~~2011,~~2012 BlackRock Inc., on behalf of its direct subsidiaries, BlackRock Fund Advisors and BlackRock Institutional Trust Company, N.A., had investment discretion with respect to accounts holding ~~3,170,699~~3,281,419 shares. BlackRock Fund Advisors was the beneficial owner of ~~1,907,880~~2,047,978 shares, of which it had sole voting ~~power with respect to 1,907,880 shares.~~power. BlackRock Institutional Trust Company, N.A., was the beneficial owner of ~~1,262,819~~1,233,441 shares, of which it had sole voting ~~power with respect to 1,262,819 shares.~~power. The address of BlackRock Fund Advisors is 400 Howard Street, San Francisco, California 94105.

⁽⁴⁾

According to its Form ~~13D/A~~13F filing ~~on November 23, 2011,~~as of September 30, 2012, Blue Harbour Group held and had investment discretion with respect to ~~3,090,994~~2,713,143 shares. Blue Harbour Group was the beneficial owner of ~~3,090,994~~2,713,143 shares, of which it had ~~shared~~sole voting power with respect to ~~3,090,994~~2,713,143 shares. The address of Blue Harbour Group is 646 Steamboat Road, Greenwich, Connecticut 06830.

⁽⁵⁾

According to its Form 13F filing as of September 30, ~~2011,~~2012, T. Rowe Price Associates, Inc. held and had investment discretion with respect to 2,426,600 shares. T. Rowe Price Associates, Inc. was the beneficial owner of 2,426,600 shares of which it had sole voting power with respect to 233,400 shares and no voting power with respect to 2,193,200 shares. The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202.

⁽⁶⁾

According to its Form 13F filing as of September 30, 2012, Vanguard Group, Inc., on behalf of its direct subsidiary, Vanguard Fiduciary Trust Company, had investment discretion with respect to accounts holding ~~2,329,936~~2,385,904 shares. Vanguard Group, Inc. was the beneficial owner of ~~2,257,378~~2,324,612 shares, of which it had sole voting power with respect to 1,800 shares and no voting power with respect to ~~2,257,378~~2,322,812 shares. Vanguard Fiduciary Trust Company was the beneficial owner of ~~72,558~~61,292 shares, of which it had sole voting power. The address of Vanguard Group, Inc. is: P.O. Box 2600, Valley Forge, Pennsylvania 19482.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, each executive officer, director, and beneficial owner of more than 10% of the Company’s Common Stock is required to file certain forms with the Securities and Exchange Commission. A report of beneficial ownership of the Company’s Common Stock on Form 3 is due at the time such person becomes

subject to the reporting requirements and a report on Form 4 or Form 5 must be filed to reflect changes thereafter. Based on written statements and copies of forms provided to us by persons subject to the reporting requirements, we believe that all such reports required to be filed by such persons during fiscal ~~2011~~2012 were filed on a timely basis.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During fiscal year ~~2011,~~2012, the Company was not a party to a transaction or series of transactions in which the amount involved did or may exceed $120,000 in which any of its directors, named executive officers or other executive officers, any holder of more than 5% of its Common Stock or any member of the immediate family of any of these persons had or will have a direct or indirect material interest, other than the compensation arrangements (including with respect to equity

compensation) described in

~~“Executive~~ “Executive Compensation” above. It is the Company’s policy that the Audit Committee approve or ratify transactions involving the Company and its directors, executive officers or principal stockholders or members of their immediate families or entitles controlled by any of them or in which they have a substantial ownership interest in which the amount involved exceeds $120,000 and that are otherwise reportable under SEC disclosure rules.

OTHER BUSINESS

We are not aware of any other matters to come before the Annual Meeting. If any matter not mentioned herein is properly brought before the Annual Meeting, the persons named in the

enclosed proxy will have discretionary authority to vote all proxies with respect thereto and in accordance with their best judgment.

JACK IN THE BOX INC.ï 2013 Proxy Statement57

STOCKHOLDER PROPOSALS FOR THE ~~2013~~2014 ANNUAL MEETING

Proposals to be included in the Proxy Statement

Under the rules of the ~~Securities and Exchange Commission,~~SEC, if a stockholder wishes to submit a proposal for possible inclusion in the proxy materials for ~~the 2013~~our 2014 Annual Meeting, we must receive it no later than 120 calendar days prior to the anniversary of this year’s mailing date. Accordingly, in order for a stockholder proposal to be considered timely for inclusion in our proxy materials for the ~~2013~~2014 Annual Meeting, any such stockholder proposal must be received by our Corporate Secretary no later than 5:00 p.m. Pacific Time, on September ~~14, 2012, and~~13, 2013. The stockholder must also comply with the procedures and requirements set forth in Rule 14a-8 under the Securities ~~and~~ Exchange Act of 1934, as amended, as well as the applicable requirements of our Bylaws.

Proposals not included in the Proxy Statement

If a stockholder wishes to present a proposal at our ~~2013~~2014 Annual Meeting or to nominate one or more directors, the stockholder must provide the proposal to us on a timely basis and satisfy the other conditions set forth in our Bylaws and in applicable SEC rules. The Company’s Bylaws provide that in order for a stockholder to present business or to make nominations for the election of a director, written notice containing the information required by the Bylaws must be delivered to the Corporate Secretary at the principal executive offices of the Company not less than 120 days and not more than 150 days prior to the first anniversary of the date of the previous year’s Annual Meeting. Accordingly, in order for a stockholder proposal intended to be proposed at the ~~2013~~2014 Annual Meeting to be considered timely, it must be received by the Corporate Secretary not later than October ~~20, 2012,~~18, 2013, and not earlier than September ~~20, 2012.~~18, 2013.

General

All proposals must be in writing and should be mailed to Jack in the Box Inc., to the attention of Phillip H. Rudolph, Corporate Secretary, at 9330 Balboa Avenue, San Diego, CA 92123.

A copy of the Bylaws may be obtained by written request to the Corporate Secretary at the same address. The Bylaws are also available atwww.jackinthebox.com/investors/corporategovernance.

JACK IN THE BOX INC. ANNUAL REPORT ON FORM 10-K

A copy of the Company’s Annual Report on Form 10-K for the fiscal year ended ~~October 2, 2011~~September 30, 2012 excluding exhibits, may be obtained by stockholders without charge by written request sent to the above address. We make available free of charge

on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. These materials can be found atwww.jackinthebox.com/investors.

DELIVERY OF PROXY MATERIALS AND ANNUAL REPORTS

We may satisfy SEC rules regarding delivery of Proxy Statements and Annual Reports by delivering a single ~~Proxy Statement~~copy of these documents to an address shared by two or more stockholders. This process is known as “householding.” This delivery method can result in meaningful cost savings for us. In order to take advantage of this opportunity, we have delivered only one Proxy Statement and Annual Report to ~~multiple~~ stockholders who share an address with another stockholder, unless contrary instructions were received prior to the mailing date.

We undertake to deliver promptly upon written or oral request a separate copy of the Proxy Statement and/or Annual Report, as requested, to a stockholder at a shared address to which a single copy of these documents was delivered. If you

hold stock as a record stockholder and prefer to receive separate copies of a Proxy Statement and/or Annual Report either now or in the future, please contact our Corporate Secretary at 9330 Balboa Avenue, San Diego, CA 92123. If your stock is held by a brokerage firm or bank and you prefer to receive separate copies of a Proxy Statement and/or Annual Report either now or in the future, please contact your brokerage or bank. The voting instruction sent to a street-name stockholder should provide information on how to request (i) householding of future Company materials or (ii) separate materials if only one set of documents is being sent to a household. If it does not, a stockholder who would like to make one of these requests should contact us as indicated above.

~~Exhibit A~~58

JACK IN THE BOX INC.ï 2013 Proxy Statement

~~DIRECTOR INDEPENDENCE GUIDELINES~~EXHIBIT A

Jack in the Box Inc. Audit Committee Pre-Approval Policy

a.	A director shall not be independent if he or she is a director, executive officer, partner, or owner of 5% or greater interest in a company that either purchases from or makes sales to our Company that total more than 1% of the consolidated gross revenues of such company for that fiscal year.

b.	A director shall not be independent if he or she is a director, executive officer, partner, or owner of 5% or greater interest in a company from which our Company borrows an amount equal to or greater than 1% of the consolidated assets of either our Company or such other company.

A director shall not be independent if he or she is a trustee, director or executive officer of a charitable organization that has received in that fiscal year discretionary donations from our Company that total more than 1% of the organization’s latest publicly available national annual charitable receipts.

~~Exhibit B~~

~~JACK IN THE BOX INC.~~

~~POLICY FOR AUDIT COMMITTEE PRE-APPROVAL OF SERVICES~~

The Audit Committee of Jack in the Box Inc. (“JACK”) is responsible for the appointment, retention and termination, compensation and oversight of the work of the registered public accountant providing audit or attest services (an “independent auditor”) to JACK, all JACK subsidiaries and any other entity whose financial results are included in JACK’s consolidated financial statements for which an audit of the financial statements is conducted (collectively, the “Company”).

In accordance with the Sarbanes-Oxley Act of 2002 (“SOX”) and implementing rules and regulations of the Securities and Exchange Commission (“SEC”) and the auditing standards and rules of the Public Company Accounting Oversight Board (“PCAOB”), the Audit Committee has established as its policy that it will review in advance, and either approve or disapprove, any audit, audit-related, internal control-related, tax or other non-audit service to be provided to the Company by the independent auditor. Definitions of key terms are provided following this policy.

1. ~~Engagement of Independent Auditor~~. Annually, in the early part of each fiscal year, the Audit Committee will approve the engagement of the registered public accounting firm (a) to perform the annual audit of the Company’s consolidated financial statements, (b) to provide an attestation report on the Company’s internal controls over financial reporting, (c) to review the Company’s interim financial statements, and (d) to provide such other audit-related, tax and non-audit services as are then anticipated to be required for the proper conduct of the Company’s affairs and consistent with maintaining the independence of the firm selected to audit the Company’s annual financial statements. The Audit Committee will approve the provision by the Company’s independent auditor of only those non-audit, tax and internal control-related services deemed permissible under the federal securities laws and any applicable rule or regulation of the SEC and/or the PCAOB.

2. ~~Non-Audit Services~~. The Audit Committee may delegate to its Chair the authority to pre-approve otherwise permissible non-audit services, provided that any decision made pursuant to such delegation must be presented to the full Audit Committee for informational purposes at its next regularly held meeting.

3. ~~Permissible Tax and Internal Control-Related Services.~~ ~~With respect to the proposed provision of permissible tax services and services related to internal control over financial reporting, the independent auditor shall –~~

Engagement of Independent Auditor. Annually, in the early part of each fiscal year, the Audit Committee will approve the engagement of the registered public accounting firm (a) to perform the annual audit of the Company’s consolidated financial statements, (b) to provide an attestation report on the Company’s internal controls over financial reporting, (c) to review the Company’s interim financial statements, and (d) to provide such other audit-related, tax and non-audit services as are then anticipated to be required for the proper conduct of the Company’s affairs and consistent with maintaining the independence of the firm selected to audit the Company’s annual financial statements. The Audit Committee will approve the provision by the Company’s independent auditor of only those non-audit, tax and internal control-related services deemed permissible under the federal securities laws and any applicable rule or regulation of the SEC and/or the PCAOB.

Non-Audit Services. The Audit Committee may delegate to its Chair the authority to pre-approve otherwise permissible non-audit services, provided that any decision made pursuant to such delegation must be presented to the full Audit Committee for informational purposes at its next regularly held meeting.

3.	Permissible Tax and Internal Control-Related Services. With respect to the proposed provision of permissible tax services and services related to internal control over financial reporting, the independent auditor shall –

provide sufficient information to the Audit Committee regarding the proposed tax service or non-audit service related to internal control over financial reporting to permit it to make a judgment about the impact of the audit firm’s provision of such services on the audit firm’s independence, including, but not limited to, a written description regarding:

the nature and scope of the service, fee structure and any side letter or other amendment to the engagement letter, or any other agreement (written or oral) between the independent auditor and the Company relating to that service; and

any compensation arrangement or other agreement, such as a referral agreement, a referral fee or fee-sharing arrangement between the independent auditor or its affiliate and any person regarding the promoting, marketing or recommending of a transaction covered by the service;

discuss with the Audit Committee the potential effects of the services on the outside auditor’s independence;

disclose to the Audit Committee any amendments to tax services or internal control-related engagements whether or not written; and

document the substance of the discussion with the Audit Committee.

With respect to each proposed service, or proposed modification of service, related to internal control over financial reporting or tax, each request must comply with the procedural and information requirements set forth above.

4. Delegation to Audit Committee Chair. To ensure prompt handling of unforeseeable or unexpected matters that arise between Audit Committee meetings, the Audit Committee hereby delegates authority to its Chair, and/or to such other members of the Audit Committee as the Chair shall from time to time designate, to review and, if appropriate, approve in advance, any request for the independent auditor to provide non-audit (including tax and internal control-related) services. Any such approval must be reported to the Audit Committee at its next scheduled meeting, and any necessary corresponding change made to the authorized list of services and budget previously approved by the Audit Committee. With respect to tax and internal control-related services, however, the independent auditor must discuss the service, and its potential effects on its independence, with the full Audit Committee at the next regularly held meeting.

JACK IN THE BOX INC.ï 2013 Proxy StatementA-1

Neither the Audit Committee, the Chair nor any other member of the Audit Committee shall delegate to management, or to any other person, its obligation under applicable law and this

policy to approve in advance any service to be provided to the Company by its independent auditor.

Definitions

The term “audit services” shall mean services that are necessary to perform an audit and/or review in accordance with the standards of PCAOB and/or requirements of the SEC and the PCAOB, as well as those services that generally only the Company’s independent auditor reasonably can provide, including but not limited to comfort letters, consents and assistance with and/or review of documents filed with the SEC.

The term “audit-related services” shall mean assurance and related services that traditionally are performed by the independent auditor including, among other services, attestations, statutory audits, financial audits for subsidiaries or affiliates of the Company, employee benefit plan financial statement audits, agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting requirements, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, consultations on other accounting and/or reporting standards or interpretations of the SEC, the Financial Accounting Standards Board (“FASB”) or other regulatory or standard-setting bodies such as the PCAOB.

The term “internal control-related services” shall mean any service that directly or indirectly relates to the Company’s internal control over financial reporting (as defined by the rules and regulations of the SEC and PCAOB). The Audit Committee’s annual decision to retain an independent auditor to perform an audit of the Company’s consolidated financial

statements and internal control over financial reporting shall not be included within the scope of this term.

The term “tax services” shall mean tax compliance, tax planning and tax advisory services that are permitted by the SEC and/or the PCAOB, and are consistent with applicable federal, state, local and foreign tax laws, including but not limited to the Internal Revenue Code (“IRC”) and implementing rules and regulations of the Internal Revenue Service (“IRS”). This term does not include any non-audit service, including those related to the marketing, planning or opining in favor of the tax treatment of a transaction, that is, or that is otherwise related to: (1) a confidential transaction (as defined under PCAOB rules); (2) an aggressive tax position transaction (including, but not limited to, those deemed by the IRS to be “listed transactions”) (as defined under PCAOB rules), and (3) any tax service to a person (other than a non-management director of the Company) in a financial reporting oversight role (as defined under PCAOB rules) at the audit client, or to an immediate family member of such person.

The term “all other non-audit services” shall mean any services to be provided to the Company by the independent auditor other than audit services, audit-related services, internal control-related services and tax services. This term shall not include any service that is prohibited by Title II of SOX, any other provision of the federal securities laws or other applicable federal law, and/or any applicable rule, regulation or interpretation of the SEC, the PCAOB or any other governmental or regulatory organization.

~~a. The term “~~~~audit services~~” shall mean services that are necessary to perform an audit and/or review in accordance with the standards of PCAOB and/or requirements of the SEC and the PCAOB, as well as those services that generally only the Company’s independent auditor reasonably can provide, including but not limited to comfort letters, consents and assistance with and/or review of documents filed with the SEC.A-2

~~b. The term “~~~~audit-related services~~” shall mean assurance and related services that traditionally are performed by the independent auditor including, among other services, attestations, statutory audits, financial audits for subsidiaries or affiliates of the Company, employee benefit plan financial statement audits, agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting requirements, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, consultations on other accounting and/or reporting standards or interpretations of the SEC, the Financial Accounting Standards Board (“FASB”) or other regulatory or standard-setting bodies such as the PCAOB.

~~c. The term “~~~~internal control-related services~~” shall mean any service that directly or indirectly relates to the Company’s internal control over financial reporting (as defined by the rules and regulations of the SEC and PCAOB). The Audit Committee’s annual decision to retain an independent auditor to perform an audit of the Company’s consolidated financial statements and internal control over financial reporting shall not be included within the scope of this term.

~~d. The term “~~~~tax services~~” shall mean tax compliance, tax planning and tax advisory services that are permitted by the SEC and/or the PCAOB, and are consistent with applicable federal, state, local and foreign tax laws, including but not limited to the Internal Revenue Code (“IRC”) and implementing rules and regulations of the Internal Revenue Service (“IRS”). This term does NOT include any non-audit service, including those related to the marketing, planning or opining in favor of the tax treatment of a transaction, that is, or that is otherwise related to: (1) a confidential transaction (as defined under PCAOB rules); (2) an aggressive tax position transaction (including, but not limited to, those deemed by the IRS to be “listed transactions”) (as defined under PCAOB rules), and (3) any tax service to a person (other than a non-management director of the Company) in a financial reporting oversight role (as defined under PCAOB rules) at the audit client, or to an immediate family member of such person.

~~e. The term “~~~~all other non-audit services~~” shall mean any services to be provided to the Company by the independent auditor other than audit services, audit-related services, internal control-related services and tax services. This term shall not include any service that is prohibited by Title II of SOX, any other provision of the federal securities laws or other applicable federal law, and/or any applicable rule, regulation or interpretation of the SEC, the PCAOB or any other governmental or regulatory organization.

~~Exhibit C~~

JACK IN THE BOX INC.

~~2004 STOCK INCENTIVE PLAN~~ï 2013 Proxy Statement

~~AMENDED AND RESTATED EFFECTIVE FEBRUARY 17, 2012~~




		Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
		VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
		Proxies submitted by the Internet or telephone must be received by 8:59 p.m., Pacific Time, on February 14, 2013.
			Vote by Internet
			• Go towww.investorvote.com/JACK
			• Or scan the QR code with your smartphone
			• Follow the steps outlined on the secure website
		Vote by telephone
		• Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
Using ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas.	x	• Follow the instructions provided by the recorded message

1. ~~Establishment, Purpose and Term of Plan~~.

~~1.1~~ ~~Establishment.~~ Jack in the Box Inc., a Delaware corporation (the “Company”), hereby establishes the Jack in the Box 2004 Stock Incentive Plan (the “Plan”), originally effective as of February 13, 2004, the date of its approval by the stockholders of the Company, as amended and restated herein effective February 17, 2012.

~~1.2~~ ~~Purpose.~~ The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Indexed Options, Stock Appreciation Rights, Restricted Stock Purchase Rights, Restricted Stock Bonuses, Restricted Stock Units, Performance Shares and Performance Units.

~~1.3~~ ~~Term of Plan.~~ The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Awards granted under the Plan have lapsed. However, all Awards shall be granted, if at all, on or before November 16, 2021, the day before the tenth anniversary of the Board’s adoption of this Plan as amended and restated.

2. ~~Definitions and Construction~~.

~~2.1~~ ~~Definitions.~~ ~~Whenever used herein, the following terms shall have their respective meanings set forth below:~~

(a) “Award” means any Option, Indexed Option, Stock Appreciation Right, Restricted Stock Purchase Right, Restricted Stock Bonus, Restricted Stock Unit, Performance Share or Performance Unit granted under the Plan.

(b) “Award Agreement” means a written agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant. An Award Agreement may be an “Option Agreement,” an “Indexed Option Agreement,” a “SAR Agreement,” a “Restricted Stock Purchase Agreement,” a “Restricted Stock Bonus Agreement,” a “Restricted Stock Unit Agreement,” a “Performance Share Agreement,” or a “Performance Unit Agreement.”

~~(c) “Board” means the Board of Directors of the Company.~~

~~(d) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.~~

(e) “Committee” means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. If no committee of the Board has been appointed to administer the Plan, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers.

~~(f) “Company” means Jack in the Box Inc., a Delaware corporation, or any successor corporation thereto.~~

(g) “Consultant” means a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on registration on a Form S-8 Registration Statement under the Securities Act.

~~(h) “Director” means a member of the Board or of the board of directors of any other Participating Company.~~

(i) “Disability” means, except as otherwise provided in an Award Agreement, the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant’s position with the Participating Company Group because of the sickness or injury of the Participant.

(j) “Dividend Equivalent” means a credit, made at the discretion of the Committee or as otherwise provided by the Plan, to the account of a Participant in an amount equal to the cash dividends paid on one share of Stock for each share of Stock represented by an Award of Restricted Stock Units or Performance Shares held by such Participant.

(k) “Employee” means any person treated as an employee (including an officer or a Director who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a Director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan.

~~(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.~~

(m) “Fair Market Value” means, unless otherwise determined by the Committee, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

(i) If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the NASDAQ Stock Market or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in~~The Wall Street Journal~~ or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.

(ii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse.

(n) “Full-Value Share” means a share of Stock issued under the Plan pursuant to the grant, exercise or settlement of Restricted Stock Awards and Performance Awards, including a Restricted Stock Bonus, a Restricted Stock Purchase Right, a Restricted Stock Unit, a Performance Share or a Performance Unit.

(o) “Incentive Stock Option” means an Option intended to be (as set forth in the Option Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code.

(p) “Indexed Option” means an Option with an exercise price which either increases by a fixed percentage over time or changes by reference to a published index, as determined by the Committee and set forth in the Option Agreement.

~~(q) “Insider” means any person whose transactions in Stock are subject to Section 16 of the Exchange Act.~~

~~(r) “Nonstatutory Stock Option” means an Option not intended to be (as set forth in the Option Agreement) or which does not qualify as an Incentive Stock Option.~~

(s) “Option” means a right to purchase Stock (subject to adjustment as provided in Section 4.2) pursuant to the terms and conditions of the Plan. An Option may be an Incentive Stock Option, a Nonstatutory Stock Option or an Indexed Option.

~~(t) “Parent Corporation” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code.~~

~~(u) “Participant” means any eligible person who has been granted one or more Awards.~~

~~(v) “Participating Company” means the Company or any Parent Corporation or Subsidiary Corporation.~~

~~(w) “Participating Company Group” means, at any point in time, all corporations collectively which are then Participating Companies.~~

~~(x) “Performance Award” means an Award of Performance Shares or Performance Units.~~

~~(y) “Performance Goal” means a performance goal established by the Committee pursuant to Section 9.2.~~

~~(z) “Performance Period” means a period established by the Committee pursuant to Section 9.2 at the end of which one or more Performance Goals are to be measured.~~

(aa) “Performance Share” means a bookkeeping entry representing a right granted to a Participant pursuant to the terms and conditions of Section 9 to receive a payment equal to the value of a Performance Share, as determined by the Committee, based on performance.

(bb) “Performance Unit” means a bookkeeping entry representing a right granted to a Participant pursuant to the terms and conditions of Section 9 to receive a payment equal to the value of a Performance Unit, as determined by the Committee, based upon performance.

~~(cc) “Restricted Stock Award” means an Award of a Restricted Stock Bonus, a Restricted Stock Purchase Right or a Restricted Stock Unit.~~

~~(dd) “Restricted Stock Bonus” means Stock granted to a Participant pursuant to the terms and conditions of Section 8.~~

~~(ee) “Restricted Stock Purchase Right” means a right to purchase Stock granted to a Participant pursuant to the terms and conditions of Section 8.~~

(ff) “Restricted Stock Unit” means a bookkeeping entry representing a right granted to a Participant to receive in cash or Stock the Fair Market Value of a share of Stock granted pursuant to the terms and conditions of Section 8.

~~(gg) “Restriction Period” means the period established in accordance with Section 8.4 during which shares subject to a Restricted Stock Award are subject to Vesting Conditions.~~

~~(hh) “Rule 16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.~~

~~(ii) “Section 162(m)” means Section 162(m) of the Code.~~

~~(jj) “Securities Act” means the Securities Act of 1933, as amended.~~

(kk) “Service” means a Participant’s employment or service with the Participating Company Group, whether in the capacity of an Employee, a Director or a Consultant. A Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders Service to the Participating Company Group or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service with the Participating Company Group may be deemed, as provided in the applicable Award Agreement, to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company; provided, however, that if any such leave exceeds ninety (90) days, on the one hundred eighty-first (181st) day of such leave any Incentive Stock Option held by such Participant shall cease to be treated as an Incentive Stock Option and instead shall be treated thereafter as a Nonstatutory Stock Option unless the Participant’s right to return to Service with the Participating Company Group is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Award Agreement.

A Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the corporation for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination.

~~(ll) “Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2.~~

(mm) “SAR” or “Stock Appreciation Right” means a bookkeeping entry representing, for each share of Stock subject to such SAR, a right granted to a Participant pursuant to Section 7 of the Plan to receive payment of an amount equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price.

~~(nn) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.~~

(oo) “Ten Percent Owner” means a Participant who, at the time an Option is granted to the Participant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company within the meaning of Section 422(b)(6) of the Code.

(pp) “Vesting Conditions” mean those conditions established in accordance with Section 8.4 prior to the satisfaction of which shares subject to a Restricted Stock Award remain subject to forfeiture or a repurchase option in favor of the Company.

~~2.2~~~~Construction.~~ Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

3. ~~Administration~~.

~~3.1~~ ~~Administration by the Committee.~~ The Plan shall be administered by the Committee. All questions of interpretation of the Plan or of any Award shall be determined by the Committee, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Award.

~~3.2~~ ~~Authority of Officers.~~ Any officer of a Participating Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, determination or election; provided however, that no officer shall have discretion with respect to grants of Awards to non-employee Directors.

~~3.3~~ ~~Powers of the Committee.~~ ~~In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion:~~

~~(a) to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock, units or rights to be subject to each Award;~~

~~(b) to determine the type of Award granted and to designate Options as Incentive Stock Options, Nonstatutory Stock Options or Indexed Options;~~

~~(c) to determine the Fair Market Value of shares of Stock or other property;~~

(d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without limitation, (i) the purchase price of any Stock, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, (iv) subject to Section 5.4(c), the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant’s termination of Service on any of the foregoing, and (viii) all other terms, conditions

~~and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan;~~

~~(e) to determine whether an Award of Restricted Stock Units, Performance Shares, Performance Units or Stock Appreciation Rights will be settled in shares of Stock, cash, or in any combination thereof;~~

~~(f) to approve one or more forms of Award Agreement;~~

~~(g) subject to Section 5.4(c), to amend, modify, extend, cancel or renew any Award, or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto;~~

(h) subject to Section 5.4(c), to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant’s termination of Service;

(i) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Awards;

(j) to authorize, in conjunction with any applicable Company deferred compensation plan, that the receipt of cash or Stock subject to any Award under this Plan, may be deferred under the terms and conditions of such Company deferred compensation plan; and

(k) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law.

~~3.4~~ ~~Administration with Respect to Insiders.~~ With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

~~3.5~~ ~~Committee Complying with Section 162(m).~~ If the Company is a “publicly held corporation” within the meaning of Section 162(m), the Board may establish a Committee of “outside directors” within the meaning of Section 162(m) to approve the grant of any Award which might reasonably be anticipated to result in the payment of employee remuneration that would otherwise exceed the limit on employee remuneration deductible for income tax purposes pursuant to Section 162(m).

~~3.6~~ ~~No Repricing.~~ Without the affirmative vote of holders of a majority of the shares of Stock cast in person or by proxy at a meeting of the stockholders of the Company at which a quorum representing a majority of all outstanding shares of Stock is present or represented by proxy, the Board shall not approve a program providing for either (a) the reduction of the exercise price of outstanding options and/or SARs; or (b) the cancellation of outstanding Options and/or SARs in exchange for cash, other Awards or Options and/or SARs with an exercise price that is less than the exercise price of the original Options and/or SARs. This paragraph shall not be construed to apply to “issuing or assuming a stock option in a transaction to which section 424(a) applies,” within the meaning of Section 424 of the Code.

~~3.7~~ ~~Indemnification.~~ In addition to such other rights of indemnification as they may have as members of the Board or the Committee or as officers or employees of the Participating Company Group, members of the Board or the Committee and any officers or employees of the Participating Company Group to whom authority to act for the Board, the Committee or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such

~~person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.~~

4. ~~Shares Subject to Plan~~.

~~4.1~~ ~~Maximum Number of Shares Issuable.~~ Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be Eleven Million Six Hundred Thousand (11,600,000), all of which shall be eligible to be issued pursuant to incentive stock options intended to qualify under Code section 422. If an outstanding Award for any reason expires or is terminated without having been exercised or settled in full, or if shares of Stock acquired pursuant to an Award subject to forfeiture are forfeited by the Participant, the shares of Stock allocable to the terminated portion of such Award or such forfeited shares of Stock shall again be available for issuance under the Plan. Shares of Stock shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash. Shares of stock covered by an SAR, to the extent that it is exercised and settled in shares of Stock, whether or not shares of Stock are actually issued to the Participant upon exercise of the SAR, shall be considered issued or transferred pursuant to the Plan. The number of shares available for issuance under the Plan shall be reduced by (i) shares of Stock withheld by the Company to satisfy any tax withholding obligation pursuant to Section 13.2 and (ii) the gross number of shares for which an Option is exercised, if the exercise price of the Option is paid by tender to the Company or attestation to the ownership of shares of Stock owned by the Participant. Shares of Stock that are repurchased by the Company with Option proceeds shall not be added to the aggregate plan limit described above. Any shares issued pursuant to Awards granted under this Plan as Full-Value Shares on or after February 10, 2010 shall be counted against this limit as one-and-three-quarters (1.75) shares for every one share subject to such Award. To the extent a share that was subject to an Award that counted as one share is returned to the Plan, the share reserve will be credited with one share. To the extent that a share that was subject to an Award that counts as 1.75 shares is returned to the Plan, the share reserve will be credited with 1.75 shares.

~~4.2~~ ~~Adjustments for Changes in Capital Structure.~~ In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, appropriate adjustments shall be made in the number and class of shares subject to the Plan, including Plan limits and share ratios, and to any outstanding Awards, and in the exercise price per share of any outstanding Options, Restricted Stock Purchase Rights, and SARs. If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event, as defined in Section 11.1) shares of another corporation (the “New Shares”), the Committee may unilaterally amend the outstanding Awards to provide that such Awards shall be for New Shares. In the event of any such amendment, the number of shares subject to outstanding Awards and the exercise price per share of outstanding Options and Restricted Stock Purchase Rights shall be adjusted in a fair and equitable manner as determined by the Committee, in its discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number, and in no event may the exercise price of any Option or Restricted Stock Purchase Right be decreased to an amount less than the par value, if any, of the stock subject to such Award. The adjustments determined by the Committee pursuant to this Section 4.2 shall be final, binding and conclusive.

5. ~~Eligibility and Award Limitations~~.

~~5.1~~ ~~Persons Eligible for Incentive Stock Options.~~ Incentive Stock Options may be granted only to Employees. For purposes of the foregoing sentence, the term “Employees” shall include prospective Employees to whom Incentive Stock Options are granted in connection with written offers of employment with the Participating Company Group, provided that any such Incentive Stock Option shall be deemed granted effective on the date such person commences Service as an Employee, with an exercise price determined as of such date in accordance with Section 6.1. Eligible persons may be granted more than one (1) Incentive Stock Option.

~~5.2~~ ~~Persons Eligible for Other Awards.~~ Awards other than Incentive Stock Options may be granted only to Employees, Consultants and Directors. For purposes of the foregoing sentence, “Employees,” “Consultants” and “Directors” shall include prospective Employees, prospective Consultants and

prospective Directors to whom Awards are granted in connection with written offers of an employment or other service relationship with the Participating Company Group; provided, however, that no Stock subject to any such Award shall vest, become exercisable or be issued prior to the date on which such person commences Service. Eligible persons may be granted more than one (1) Award.

~~5.3~~ ~~Fair Market Value Limitation on Incentive Stock Options.~~ To the extent that options designated as Incentive Stock Options (granted under all stock option plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portions of such options which exceed such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section 5.3, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section 5.3, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 5.3, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first.

~~5.4~~ ~~Award Limits.~~ ~~The following limits shall apply to the grant of any Award if, at the time of grant, the Company is a “publicly held corporation” within the meaning of Section 162(m).~~

(a) Options and SARs. Subject to adjustment as provided in Section 4.2, no Employee shall be granted within any fiscal year of the Company one or more Options or Freestanding SARs (as defined in Section 7) which in the aggregate are for more than Five Hundred Thousand (500,000) shares of Stock. An Option which is canceled (or a Freestanding SAR as to which the exercise price is reduced to reflect a reduction in the Fair Market Value of the Stock) in the same fiscal year of the Company in which it was granted shall continue to be counted against such limit for such fiscal year.

(b) Restricted Stock Awards. Subject to adjustment as provided in Section 4.2, no Employee shall be granted within any fiscal year of the Company one or more Restricted Stock Awards, subject to Vesting Conditions based on the attainment of Performance Goals, for more than Two Hundred Thousand (200,000) shares of Stock.

~~(c) Limits on Vesting.~~

(i) Accelerated Vesting of Awards. The Committee shall not have the authority to accelerate vesting of Awards, except in connection with death, retirement, Disability or a Change in Control, and as described in Section 5.4(c)(ii).

~~(ii) Full Value Shares. Any Full Value Shares which vestsolely~~ on the basis of continued service shall not provide for vesting any more rapid than annual pro rata vesting over a three (3) year period and any Full Value Shares which vest upon the attainment of Performance Goals shall provide for a Performance Period of at least twelve (12) months. There shall be no acceleration of vesting of such Full Value Shares, except in connection with death, retirement, Disability or a Change in Control, as determined by the Committee and/or provided in the Award Agreement. Notwithstanding any contrary provision of the Plan, however, a maximum of 10% of the shares authorized for issuance as of November 17, 2011, may be issued without regard to the limitations of this Section 5.4(c)(ii).

~~5.5~~ ~~Performance Awards.~~ Subject to adjustment as provided in Section 4.2, no Employee shall be granted (A) Performance Shares which could result in such Employee receiving more than Two Hundred Thousand (200,000) shares of Stock for each full fiscal year of the Company contained in the Performance Period for such Award, or (B) Performance Units which could result in such Employee receiving more than One Million dollars ($1,000,000) for each full fiscal year of the Company contained in the Performance Period for such Award. No Participant may be granted more than one Performance Award for the same Performance Period.

6. ~~Terms and Conditions of Options~~.

Options shall be evidenced by Option Agreements specifying the number of shares of Stock covered thereby, in such form as the Committee shall from time to time establish. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Option Agreement. Option Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

~~6.1~~ ~~Exercise Price.~~ The exercise price for each Option shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per share shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option, (b) no Incentive Stock Option granted to a Ten Percent Owner shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option, and (c) in the case of an Indexed Option, the Committee shall determine the exercise price of such Indexed Option and the terms and conditions that affect, if any, any adjustments to the exercise price of such Indexed Option. Notwithstanding the foregoing, an Option may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of Section 424(a) of the Code.

~~6.2~~ ~~Exercisability and Term of Options.~~ Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Option Agreement evidencing such Option; provided, however, that (a) no Option awarded prior to November 12, 2009 shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, (b) no Option awarded on or after November 12, 2009 shall be exercisable after the expiration of seven (7) years after the effective date of grant of such Option, (c) no Incentive Stock Option granted to a Ten Percent Owner shall be exercisable after the expiration of five (5) years after the effective date of grant of such Option, (d) no Option granted to a prospective Employee, prospective Consultant or prospective Director may become exercisable prior to the date on which such person commences Service. Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, any Option granted hereunder shall terminate seven (7) years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions.

~~6.3~~ ~~Payment of Exercise Price.~~

(a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair Market Value not less than the exercise price, (iii) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a “Cashless Exercise”), (iv) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (v) by any combination thereof. The Committee may at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.

~~(b) Limitations on Forms of Consideration.~~

(i) Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

(ii) Cashless Exercise. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise.

~~6.4~~ ~~Effect of Termination of Service.~~

(a) Option Exercisability. An Option granted to a Participant shall be exercisable after the Participant’s termination of Service only during the applicable time period determined in accordance with the Option’s term as set forth in the Option Agreement evidencing such Option (the “Option Expiration Date”).

(b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing other than termination of a Participant’s Service for Cause, if the exercise of an Option within the applicable time periods set forth in an Option Agreement is prevented by the provisions of Section 12 herein, the Option shall remain exercisable until one (1) month (or such longer period of time as determined by the Committee, in its discretion) after the date the Participant is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date.

(c) Extension if Participant Subject to Section 16(b). Notwithstanding the foregoing other than termination of a Participant’s Service for Cause, if a sale within the applicable time periods set forth in an Option Agreement of shares acquired upon the exercise of the Option would subject the Participant to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Participant would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Participant’s termination of Service, or (iii) the Option Expiration Date.

~~6.5~~~~Transferability of Options.~~ During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative. No Option shall be assignable or transferable by the Participant, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee, in its discretion, and set forth in the Option Agreement evidencing such Option, a Nonstatutory Stock Option shall be assignable or transferable subject to the applicable limitations, if any, described in the General Instructions to Form S-8 Registration Statement under the Securities Act.

7. ~~Terms and Conditions of Stock Appreciation Rights~~.

SARs shall be evidenced by Award Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish. No SAR or purported SAR shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing SARs may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

~~7.1~~ ~~Types of SARs Authorized.~~ SARs may be granted in tandem with all or any portion of a related Option (a “Tandem SAR”) or may be granted independently of any Option (a “Freestanding SAR”). A Tandem SAR may be granted either concurrently with the grant of the related Option or at any time thereafter prior to the complete exercise, termination, expiration or cancellation of such related Option.

~~7.2~~ ~~Exercise Price.~~ The exercise price for each SAR shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per share subject to a Tandem SAR shall be the exercise price per share under the related Option and (b) the exercise price per share subject to a Freestanding SAR shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the SAR.

~~7.3~~ ~~Exercisability and Term of SARs.~~

(a) Tandem SARs. Tandem SARs shall be exercisable only at the time and to the extent that the related Option is exercisable, subject to such provisions as the Committee may specify where the Tandem SAR is granted with respect to less than the full number of shares of Stock subject to the related Option. The Committee may, in its discretion, provide in any Award Agreement evidencing a Tandem SAR that such SAR may not be exercised without the advance approval of the Company and, if such approval is not given, then the Option shall nevertheless remain exercisable in accordance with its terms. A Tandem SAR shall terminate and cease to be exercisable no later than the date on which the related Option expires or is terminated or canceled. Upon the exercise of a Tandem SAR with respect to some or all of the shares subject to such SAR, the related Option shall be canceled automatically as to the number of shares with respect to which the Tandem SAR was

exercised. Upon the exercise of an Option related to a Tandem SAR as to some or all of the shares subject to such Option, the related Tandem SAR shall be canceled automatically as to the number of shares with respect to which the related Option was exercised.

(b) Freestanding SARs. Freestanding SARs shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such SAR; provided, however, that (a) no Freestanding SAR awarded prior to November 12, 2009 shall be exercisable after the expiration of ten (10) years after the effective date of grant of such SAR, and (b) no Freestanding SAR awarded on or after November 12, 2009 shall be exercisable after the expiration of seven (7) years after the effective date of grant of such SAR.

~~7.4~~ ~~Exercise of SARs.~~ Upon the exercise (or deemed exercise pursuant to Section 7.5) of a SAR, the Participant (or the Participant’s legal representative or other person who acquired the right to exercise the SAR by reason of the Participant’s death) shall be entitled to receive payment of an amount for each share with respect to which the SAR is exercised equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price. Payment of such amount shall be made in cash, shares of Stock, or any combination thereof as determined by the Committee and set forth in the Award Agreement. Unless otherwise provided in the Award Agreement evidencing such SAR, payment shall be made in a lump sum as soon as practicable following the date of exercise of the SAR. The Award Agreement evidencing any SAR may provide for deferred payment in a lump sum or in installments. When payment is to be made in shares of Stock, the number of shares to be issued shall be determined on the basis of the Fair Market Value of a share of Stock on the date of exercise of the SAR. For purposes of Section 7, an SAR shall be deemed exercised on the date on which the Company receives notice of exercise from the Participant.

~~7.5~~ ~~Deemed Exercise of SARs.~~ If, on the date on which an SAR would otherwise terminate or expire, the SAR by its terms remains exercisable immediately prior to such termination or expiration and, if so exercised, would result in a payment to the holder of such SAR, then any portion of such SAR which has not previously been exercised shall automatically be deemed to be exercised as of such date with respect to such portion.

~~7.6~~ ~~Effect of Termination of Service.~~ An SAR shall be exercisable after a Participant’s termination of Service to such extent and during such period as determined by the Committee, in its discretion, and set forth in the Award Agreement evidencing such SAR.

~~7.7~~ ~~Nontransferability of SARs.~~ SARs may not be assigned or transferred in any manner except by will or the laws of descent and distribution, and, during the lifetime of the Participant, shall be exercisable only by the Participant or the Participant’s guardian or legal representative.

8. ~~Terms and Conditions of Restricted Stock Awards~~.

The Committee may from time to time grant Restricted Stock Awards upon such conditions as the Committee shall determine, including, without limitation, upon the attainment of one or more Performance Goals described in Section 9.3. If either the grant of a Restricted Stock Award or the lapsing of the Restriction Period is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 8.2 through 8.4. Restricted Stock Awards may be in the form of a Restricted Stock Bonus, which shall be evidenced by Restricted Stock Bonus Agreement, a Restricted Stock Purchase Right, which shall be evidenced by Restricted Stock Purchase Agreement or a Restricted Stock Unit, which shall be evidenced by a Restricted Stock Unit Agreement. Each such Award Agreement shall specify the number of shares of Stock subject to and the other terms, conditions and restrictions of the Award, and shall be in such form as the Committee shall establish from time to time. No Restricted Stock Award or purported Restricted Stock Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Restricted Stock Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply, as applicable, with and be subject to the following terms and conditions:

~~8.1~~~~Purchase Price.~~ The purchase price under each Restricted Stock Purchase Right shall be established by the Committee. No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving a Restricted Stock Bonus or Restricted Stock Unit, the consideration for which shall be services actually rendered to a Participating Company or for its benefit.

~~8.2~~ ~~Purchase Period.~~ A Restricted Stock Purchase Right shall be exercisable within a period established by the Committee, which shall in no event exceed thirty (30) days from the effective date of the grant of the Restricted Stock Purchase Right; provided, however, that no Restricted Stock Purchase Right granted to a prospective Employee, prospective Director or prospective Consultant may become exercisable prior to the date on which such person commences Service.

~~8.3~~ ~~Payment of Purchase Price.~~ Except as otherwise provided below, payment of the purchase price for the number of shares of Stock being purchased pursuant to any Restricted Stock Purchase Right shall be made (i) in cash, by check, or cash equivalent, (ii) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (iii) by any combination thereof. The Committee may at any time or from time to time grant Restricted Stock Purchase Rights which do not permit all of the foregoing forms of consideration to be used in payment of the purchase price or which otherwise restrict one or more forms of consideration. Restricted Stock Bonuses and Restricted Stock Units shall be issued in consideration for services actually rendered to a Participating Company or for its benefit.

~~8.4~~ ~~Vesting and Restrictions on Transfer.~~ Subject to Section 5.4(c), shares issued pursuant to any Restricted Stock Award may be made subject to vesting conditioned upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 9.3 (the “Vesting Conditions”), as shall be established by the Committee and set forth in the Award Agreement evidencing such Award. During any period (the “Restriction Period”) in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change Event, as defined in Section 11.1, or as provided in Section 8.7. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

~~8.5~~ ~~Voting Rights; Dividends.~~ Except as provided in this Section and Section 8.4, during the Restriction Period applicable to shares subject to a Restricted Stock Purchase Right and a Restricted Stock Bonus held by a Participant, the Participant shall have all of the rights of a stockholder of the Company holding shares of Stock, including the right to vote such shares and to receive all dividends and other distributions paid with respect to such shares; provided, however, that such dividends or distributions shall be subject to the same Vesting Conditions as the shares subject to the Restricted Stock Purchase Right and Restricted Stock Bonus with respect to which the dividends or distributions were paid. A Participant who is awarded a Restricted Stock Unit shall possess no incidents of ownership with respect to such a Restricted Stock Award; provided that the award agreement may provide for payments in lieu of dividends to such Participant.

~~8.6~~ ~~Effect of Termination of Service.~~ The effect of the Participant’s termination of Service on any Restricted Stock Award shall be determined by the Committee, in its discretion, and set forth in the Award Agreement evidencing such Restricted Stock Award.

~~8.7~~ ~~Nontransferability of Restricted Stock Award Rights.~~ Rights to acquire shares of Stock pursuant to a Restricted Stock Award may not be assigned or transferred in any manner except by will or the laws of descent and distribution, and, during the lifetime of the Participant, shall be exercisable only by the Participant.

9. ~~Terms and Conditions of Performance Awards~~.

Subject to Section 5.4(c), the Committee may from time to time grant Performance Awards upon such conditions as the Committee shall determine. Performance Awards may be in the form of either Performance Shares, which shall be evidenced by a Performance Share Agreement, or Performance Units, which shall be evidenced by a Performance Unit Agreement. Each such Award Agreement shall specify the number of Performance Shares or Performance Units subject thereto, the method of computing the value of each Performance Share or Performance Unit, the Performance Goals and Performance Period applicable to the Award, and the other terms, conditions and restrictions of the Award, and shall be in such form as the Committee shall establish from time to time. No Performance Award or purported Performance Award shall be a valid and binding obligation of the Company unless evidenced by a fully

executed Award Agreement. Performance Share and Performance Unit Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

~~9.1~~ ~~Initial Value of Performance Shares and Performance Units.~~ Unless otherwise provided by the Committee in granting a Performance Award, each Performance Share shall have an initial value equal to the Fair Market Value of a share of Stock on the effective date of grant of the Performance Share, and each Performance Unit shall have an initial value of one hundred dollars ($100). The final value payable to the Participant in settlement of a Performance Award will depend on the extent to which Performance Goals established by the Committee are attained within the applicable Performance Period established by the Committee.

~~9.2~~ ~~Establishment of Performance Goals and Performance Period.~~ The Committee shall establish in writing the Performance Period applicable to each Performance Award and one or more Performance Goals which, when measured at the end of the Performance Period, shall determine the final value of the Performance Award to be paid to the Participant. Unless otherwise permitted in compliance with the requirements under Section 162(m) with respect to “performance-based compensation,” the Committee shall establish the Performance Goals applicable to each Performance Award no later than the earlier of (a) the date ninety (90) days after the commencement of the applicable Performance Period or (b) the date on which 25% of the Performance Period has elapsed, and, in any event, at a time when the outcome of the Performance Goals remains substantially uncertain. Once established, the Performance Goals shall not be changed during the Performance Period.

~~9.3~~ ~~Measurement of Performance Goals.~~ Performance Goals shall be established by the Committee on the basis of targets to be attained (“Performance Targets”) with respect to one or more measures of business or financial performance (each, a “Performance Measure”). Performance Measures shall have the same meanings as used in the Company’s financial statements, or if such terms are not used in the Company’s financial statements, they shall have the meaning applied pursuant to generally accepted accounting principles, or as used generally in the Company’s industry. Performance Targets may include a minimum, maximum, target level and intermediate levels of performance, with the final value of a Performance Award determined by the level attained during the applicable Performance Period. A Performance Target may be stated as an absolute value or as a value determined relative to a standard selected by the Committee. Performance Measures shall be calculated with respect to the Company and each Subsidiary Corporation consolidated therewith for financial reporting purposes or such division or other business unit as may be selected by the Committee. For purposes of the Plan, the Performance Measures applicable to a Performance Award shall be calculated before the effect of changes in accounting standards, restructuring charges and similar extraordinary items, determined according to criteria established by the Committee, occurring after the establishment of the Performance Goals applicable to a Performance Award. Performance Measures may be one or more of the following, as determined by the Committee: LOGO

~~sales~~

~~revenue~~

~~gross margin~~

~~operating margin~~

~~operating income~~

~~pre-tax profit~~

~~earnings before interest, taxes, depreciation and/or amortization~~

~~net earnings~~

~~net income~~

~~cash flow~~

~~expenses~~

~~expense management~~

~~stock price~~

~~earnings per share~~

~~operating earnings per share~~

~~defined operating earnings per share~~

~~average unit sales or volume~~

~~return on stockholders’ equity~~

s. ~~return on capital~~
t. ~~return on assets~~
u. ~~return on invested capital~~
v. ~~economic value added~~
w. ~~number of customers~~
x. ~~market share~~
y. ~~same store sales~~
z. ~~average restaurant margin~~
~~aa.~~ ~~restaurant operating margin~~
~~bb.~~ ~~return on investment~~
~~cc.~~ ~~profit after tax~~
~~dd.~~ ~~customer satisfaction~~
~~ee.~~ ~~guest transactions~~
~~ff.~~ ~~number of restaurants franchised~~
~~gg.~~ ~~number of restaurants remodeled or reimaged~~
~~hh.~~ ~~franchise revenues~~
~~ii.~~ ~~gains on restaurants sold~~
~~jj.~~ ~~cash proceeds on restaurants sold~~
~~kk.~~ ~~return on equity~~
~~ll.~~ ~~cash on cash return~~
~~mm.~~ ~~system-wide sales~~‚IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.‚

~~9.4~~ ~~Adjustment of Performance Goals.~~ The Committee may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to one or more of the Performance Goals. Such adjustments may include one or more of the following: (i) items related to a change in accounting principle; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the disposal of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under United States generally accepted accounting principles (“GAAP”); (ix) items attributable to any stock dividend, stock split, combination or exchange of shares occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments; (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; or (xiv) items relating to any other unusual or nonrecurring events or changes in applicable laws, accounting principles or business conditions. Unless otherwise determined by the Committee, the Committee shall not make an adjustment to an Award intended to qualify as “performance-based compensation” under Section 162(m) in a manner that would cause the Award not to so qualify.

~~9.5~~ ~~Determination of Final Value of Performance Awards~~. As soon as practicable following the completion of the Performance Period applicable to a Performance Award, the Committee shall certify in writing the extent to which the applicable Performance Goals have been attained and the resulting final value of the Award earned by the Participant and to be paid upon its settlement in accordance with the terms of the Award Agreement. The Committee shall have no discretion to increase the value of an Award payable upon its settlement in excess of the amount called for by the terms of the Award Agreement on the basis of the degree of attainment of the Performance Goals as certified by the Committee. However, notwithstanding the attainment of any Performance Goal, if permitted under a Participant’s Award Agreement, the Committee shall have the discretion, on the basis of such criteria as may be established by the Committee, to reduce some or all of the value of a Performance Award that would otherwise be paid upon its settlement. No such reduction may result in an increase in the amount payable upon settlement of another Participant’s Performance Award. As soon as practicable following the Committee’s certification, the Company shall notify the Participant of the determination of the Committee.

~~9.6~~ ~~Dividend Equivalents~~. In its discretion, the Committee may provide in the Award Agreement evidencing any Performance Share Award that the Participant shall be entitled to receive Dividend Equivalents with respect to the payment of dividends on Stock having a record date prior to the date on which the Performance Shares are settled or forfeited. If the Committee provides in the Award Agreement that the Participant may receive Dividend Equivalents, the Dividend Equivalents shall be accumulated

and will be paid only to the extent that Performance Shares are earned and become nonforfeitable, at the time determined by the Committee and designated in the Award Agreement. Settlement of Dividend Equivalents may be made in cash, shares of Stock, or a combination thereof as determined by the Committee, and may be paid on the same basis as settlement of the related Performance Share as provided in Section 9.6. Dividend Equivalents shall not be paid with respect to Performance Units.

~~9.7~~ ~~Payment in Settlement of Performance Awards~~. Payment of the final value of a Performance Award earned by a Participant as determined following the completion of the applicable Performance Period pursuant to Sections 9.4 and 9.5 may be made in cash, shares of Stock, or a combination thereof as determined by the Committee. Except as otherwise provided in the Award Agreement, if payment is made in shares of Stock, the number of such shares shall be determined by dividing the final value of the Performance Award by the Fair Market Value of a share of Stock on the settlement date. Payment may be made in a lump sum or installments as prescribed by the Committee. If any payment is to be made on a deferred basis, the Committee may, but shall not be obligated to, provide for the payment during the deferral period of Dividend Equivalents or a reasonable rate of interest within the meaning of Section 162(m).

~~9.8~~ ~~Restrictions Applicable to Payment in Shares~~. Shares of Stock issued in payment of any Performance Award may be fully vested and freely transferable shares or may be shares of Stock subject to Vesting Conditions as provided in Section 8.4. Any shares subject to Vesting Conditions shall be evidenced by an appropriate Restricted Stock Bonus Agreement and shall be subject to the provisions of Sections 8.4 through 8.7 above.

~~9.9~~ ~~Effect of Termination of Service~~. The effect of the Participant’s termination of Service on any Performance Award shall be determined by the Committee, in its discretion, and set forth in the Award Agreement evidencing such Performance Award. Unless otherwise provided by the Committee, and subject to Section 5.4(c):

(a) the final award value of a Participant who terminates Service due to death, retirement or Disability prior to the end of the applicable performance period will be determined on a prorated basis, at the end of such performance period, based on the number of months of the Participant’s Service during the performance period, and the extent to which performance goals are achieved, and

~~(b) the Performance Award of a Participant who terminates Service for a reason other than death, retirement or Disability prior to the end of the applicable performance period will be forfeited.~~

~~9.10~~ ~~Nontransferability of Performance Awards~~. Performance Shares and Performance Units may not be sold, exchanged, transferred, pledged, assigned, or otherwise disposed of other than by will or by the laws of descent and distribution until the completion of the applicable Performance Period. All rights with respect to Performance Shares and Performance Units granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant.

~~10.~~ ~~Standard Forms of Award Agreement~~.

~~10.1~~ ~~Award Agreements.~~ Each Award shall comply with and be subject to the terms and conditions set forth in the appropriate form of Award Agreement approved by the Committee concurrently with its adoption of the Plan and as amended from time to time. Any Award Agreement may consist of an appropriate form of Notice of Grant and a form of Agreement incorporated therein by reference, or such other form or forms as the Committee may approve from time to time.

~~10.2~~ ~~Authority to Vary Terms.~~ The Committee shall have the authority from time to time to vary the terms of any standard form of Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Award Agreement are not inconsistent with the terms of the Plan.

~~11.~~ ~~Change in Control~~.

~~11.1~~ ~~Definitions.~~

(a) An “Ownership Change Event” shall be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the

voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) a liquidation or dissolution of the Company.

(b) A “Change in Control” shall mean an Ownership Change Event or a series of related Ownership Change Events (collectively, a “Transaction”) wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or, in the case of a Transaction described in Section 11.1(a)(iii), the corporation or corporations to which the assets of the Company were transferred (the “Transferee Corporation(s)”), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Committee shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. An Award Agreement may contain a different definition of Change in Control to the extent required to comply with Section 409A of the Code.

~~11.2~~ ~~Effect of Change in Control on Options.~~ In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent corporation thereof, as the case may be (the “Acquiring Corporation”), may, without the consent of the Participant, either assume the Company’s rights and obligations under outstanding Options or substitute for outstanding Options substantially equivalent options for the Acquiring Corporation’s stock. In the event that the Acquiring Corporation elects not to assume or substitute for outstanding Options in connection with a Change in Control, the exercisability and vesting of each such outstanding Option and any shares acquired upon the exercise thereof held by a Participant whose Service has not terminated prior to such date shall be accelerated, effective as of the date ten (10) days prior to the date of the Change in Control. The exercise or vesting of any Option and any shares acquired upon the exercise thereof that was permissible solely by reason of this Section 11.2 and the provisions of such Option Agreement shall be conditioned upon the consummation of the Change in Control. Any Options which are neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective as of the date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of the Option Agreement evidencing such Option except as otherwise provided in such Option Agreement. Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the outstanding Options immediately prior to an Ownership Change Event described in Section 11.1(a)(i) constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the outstanding Options shall not terminate unless the Committee otherwise provides in its discretion.

~~11.3~~ ~~Effect of Change in Control on SARs.~~ In the event of a Change in Control, the Acquiring Corporation may, without the consent of any Participant, either assume the Company’s rights and obligations under outstanding SARs or substitute for outstanding SARs substantially equivalent SARs for the Acquiring Corporation’s stock. In the event the Acquiring Corporation elects not to assume or substitute for outstanding SARs in connection with a Change in Control, then any unexercised and/or unvested portions of outstanding SARs shall be immediately exercisable and vested in full as of the date thirty (30) days prior to the date of the Change in Control. The exercise and/or vesting of any SAR that was permissible solely by reason of this paragraph 11.3 shall be conditioned upon the consummation of the Change in Control. Any SARs which are not assumed by the Acquiring Corporation in connection with the Change in Control nor exercised as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control.

~~11.4~~ ~~Effect of Change in Control on Restricted Stock Awards.~~ In the event of a Change in Control, the lapsing of the Vesting Conditions applicable to the shares subject to the Restricted Stock Award held by a Participant whose Service has not terminated prior to such date shall be accelerated effective as of the date of the Change in Control (except as otherwise provided in the Award Agreement); provided that any acceleration of the lapsing of Vesting Conditions that was permissible solely by reason of this Section 11.4 and the provisions of such Award Agreement shall be conditioned upon the consummation of the Change in Control.

~~11.5~~ ~~Effect of Change in Control on Performance Awards.~~ In the event of a Change in Control, the Performance Award held by a Participant whose Service has not terminated prior to such date shall become payable effective as of the date of the Change in Control (except as otherwise provided in the Award Agreement). For this purpose, the final value of the Performance Award shall be determined by the greater of (a) the extent to which the applicable Performance Goals have been attained during the Performance Period prior to the date of the Change in Control or (b) the pre-established 100% level with respect to each Performance Target comprising the applicable Performance Goals. Any acceleration of a Performance Award that was permissible solely by reason of this Section 11.5 and the provisions of such Award Agreement shall be conditioned upon the consummation of the Change in Control.

~~12.~~ ~~Compliance with Securities Law~~.

The grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

~~13.~~ ~~Tax Withholding~~.

~~13.1~~ ~~Tax Withholding in General.~~ The Company shall have the right to require the Participant, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise of an Option, to make adequate provision for the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to an Award or the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock, to release shares of Stock from an escrow established pursuant to an Award Agreement, or to make any payment in cash under the Plan until the Participating Company Group’s tax withholding obligations have been satisfied by the Participant.

~~13.2~~ ~~Withholding in Shares.~~ The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Participating Company Group. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates.

~~14.~~ ~~Termination or Amendment of Plan~~.

~~The Committee may terminate or amend the Plan at any time. However, subject to changes in applicable law, regulations or rules that would permit otherwise, without the approval of the Company’s~~

stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s stockholders under any applicable law, regulation or rule. No termination or amendment of the Plan shall affect any then outstanding Award unless expressly provided by the Committee. In any event, no termination or amendment of the Plan may adversely affect any then outstanding Award without the consent of the Participant, unless such termination or amendment is required to enable an Option designated as an Incentive Stock Option to qualify as an Incentive Stock Option or is necessary to comply with any applicable law, regulation or rule.

~~15.~~ ~~Miscellaneous Provisions~~.

~~15.1~~ ~~Provision of Information.~~ ~~Each Participant shall be given access to information concerning the Company equivalent to that information generally made available to the Company’s common stockholders.~~

~~15.2~~ ~~Rights as Employee, Consultant or Director.~~ �� No person, even though eligible pursuant to Section 5, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director, or interfere with or limit in any way the right of a Participating Company to terminate the Participant’s Service at any time.

~~15.3~~ ~~Rights as a Stockholder.~~ A Participant shall have no rights as a stockholder with respect to any shares covered by an Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 4.2 or another provision of the Plan.

~~15.4~~ ~~409A Compliance.~~ The Plan and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Code. The Plan and all Awards shall be administered, interpreted, and construed in a manner consistent with Section 409A of the Code. Should any provision of the Plan, any Grant Agreement, or any other agreement or arrangement contemplated by the Plan be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Administrator, and without the consent of the grantee or holder of the Award, in such manner as the Administrator determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. Notwithstanding the forgoing, no provision of the Plan, any Grant Agreement, or any other agreement or arrangement contemplated by the Plan shall be construed as a guarantee by the Company of any particular tax effect to grantees or holders of Awards. In any event, except as otherwise provided under the applicable Grant Agreement, the Company shall have no obligation to pay any applicable tax on income to grantees or holders of Awards.

~~15.5~~ ~~Unfunded Obligation.~~ Any amounts payable to Participants pursuant to the Plan shall be unfunded obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974. No Participating Company shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the Committee or any Participating Company and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of any Participating Company. The Participants shall have no claim against any Participating Company for any changes in the value of any assets which may be invested or reinvested by the Company with respect to the Plan.

~~YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.~~

~~We encourage you to take advantage of Internet or telephone voting.~~

~~Both are available 24 hours a day, 7 days a week.~~

~~Internet and telephone voting are available through 8:59 PM Pacific Standard Time the day prior to the shareholder meeting date.~~

LOGO

~~JACK IN THE BOX INC.~~ A

~~INTERNET~~

~~http://www.proxyvoting.com/jack~~

~~Use the Internet to~~PROPOSALS — The Board of Directors recommends a vote ~~your proxy. Have your proxy card in hand when you access the web site.~~

“FOR” all 8 Nominees listed and “FOR” items 2 and 3.

~~TELEPHONE~~

~~1-866-540-5760~~

~~Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.~~

~~If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.~~

~~To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.~~

~~Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.~~

~~85554-1~~

q ~~FOLD AND DETACH HERE~~q

~~THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE ELECTION OF ALL DIRECTORS, AND “FOR” ITEMS 2, 3 AND 4.~~

~~Please mark~~

~~your votes as~~

~~indicated in~~

~~this example~~

1.	~~ELECTION OF DIRECTORS~~

~~The Board of Directors recommends a vote “~~~~FOR~~~~” all 8 Nominees listed below:~~

1. Election of Directors:

~~FOR~~For

~~AGAINST~~Against

~~ABSTAIN~~Abstain

For

Against

Abstain

For

Against

Abstain

01 - David L. Goebel

02 - Madeleine A. Kleiner

03 - Linda A. Lang

04 - Michael W. Murphy

05 - James M. Myers

06 - David M. Tehle

07 - Winifred M. Webb

08 - John T. Wyatt

~~Nominees:~~

For

Against

Abstain

For

Against

Abstain

Ratification of the appointment of KPMG LLP as independent registered public accountants.

Advisory approval of executive compensation.

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment thereof.

~~1.1~~	~~David L. Goebel~~	¨	¨	¨

~~1.2~~ B	~~Madeleine A. Kleiner~~	¨	¨	¨Non-Voting Items

~~1.3~~	~~Linda A. Lang~~	¨	¨	¨

~~1.4~~	~~Michael W. Murphy~~	¨	¨	¨

~~1.5~~	~~James M. Myers~~	¨	¨	¨

~~1.6~~	~~David M. Tehle~~	¨	¨	¨

~~1.7~~	~~Winifred M. Webb~~	¨	¨	¨

~~1.8~~	~~John T. Wyatt~~	¨	¨	¨

Change of Address — Please print new address below.

~~The Board of Directors recommends a vote ��~~~~FOR~~Comments~~’ items 2, 3 and 4.~~—Please print your comments below.

~~FOR~~Meeting Attendance

~~AGAINST~~¨

~~ABSTAIN~~

~~Approval of Amendment and Restatement of the Stock Incentive Plan.~~

~~Ratification of the appointment of KPMG LLP as independent registered public accountants.~~

¨Mark the box to the right if you plan to attend the Annual Meeting.

~~Advisory vote on executive compensation.~~


~~In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment thereof.~~

Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

~~Mark Here for~~

~~Address Change~~

~~or Comments~~

~~SEE REVERSE~~

NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

Date (mm/dd/yyyy) — Please print date below.

Signature 1 — Please keep signature within the box.

Signature 2 — Please keep signature within the box.

LOGO

01JX5B

Important notice regarding the Internet availability of proxy materials for the 2013 Annual Meeting of Stockholders.

The Proxy Statement and the 2012 Annual Report on Form 10-K are available at:

www.jackinthebox.com/proxy

Attention Internet Users!

You can now access your stockholder information on the following secure Internet site:www.computershare.com/investor

Step 1: Register(1st time users only)

Step 3: View your account details and perform multiple transactions, such as:

Click on “Create Login” in the blue box and follow the instructions.

~~Signature~~

•

~~Signature~~View account balances

~~Date~~•

Change your address

•

View transaction history

•

View electronic stockholder communications

Step 2: Log In(Returning users)

Enter your User ID and Password and click the Login button.

•

View payment history

•

Buy or sell shares

•

View stock quotes

•

Check replacements

~~You can now access your Jack in the Box Inc. account online.~~

~~Access your Jack in the Box Inc. account online via Investor ServiceDirect~~^® ~~(ISD).~~

~~BNY Mellon Shareowner Services, the transfer agent for Jack in the Box Inc., now makes it easy and convenient to get current information on your shareholder account.~~


~~• View account status~~		~~• View payment history for dividends~~

~~• View certificate history~~	~~• Make address changes~~

~~• View book-entry information~~	~~• Obtain a duplicate 1099 tax form~~

~~Visit us on the web at http://www.bnymellon.com/shareowner/equityaccess~~

~~For Technical Assistance Call 1-877-978-7778 between 9am-7pm~~

~~Monday-Friday Eastern Time~~

~~Investor ServiceDirect~~^®

~~Available 24 hours per day, 7 days per week~~

~~TOLL FREE NUMBER: 1-800-370-1163~~

If you are not an Internet user and wish to contact Jack in the Box Inc., you may use one of the following methods:

~~Choose~~~~MLink~~^SMCall: ~~for fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on to~~~~Investor ServiceDirect~~^® at~~www.bnymellon.com/shareowner/equityaccess~~ ~~where step-by-step instructions will prompt you through enrollment.~~1.877.268.3024

Write:Jack in the Box Inc., c/o Computershare, P.O. Box 43078, Providence, RI 02940-3078

~~Important notice regarding the Internet availability of proxy materials for the 2012 Annual Meeting of Stockholders.~~~~The Proxy Statement and the 2011 Annual Report on Form 10-K are available at:~~~~www.jackinthebox.com/proxy~~

q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND ~~DETACH HERE~~RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

~~PROXY~~ LOGO

LOGO

Proxy — JACK IN THE BOX INC.

~~2012~~2013 Annual Meeting of Stockholders —– February ~~17, 2012~~15, 2013

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned hereby appoints Linda A. Lang and Phillip H. Rudolph, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Jack in the Box Inc. Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the ~~2012~~2013 Annual Meeting of Stockholders of the company to be held February ~~17, 2012,~~15, 2013, or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Annual Meeting.

THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE ELECTION OF ALL DIRECTORS AND “FOR” ITEMS 2 AND 3.


		~~Address Change/Comments~~ In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment thereof. (Continued and to be marked, dated and signed, on the other side) ~~(Mark the corresponding box on the reverse side)~~				~~SHAREOWNER SERVICES~~
						~~P.O. BOX 3550~~ ~~SOUTH HACKENSACK, NJ 07606-9250~~ ~~(Continued and to be marked, dated and signed, on the other side)~~
						~~85554-1~~


Check the appropriate box:
¨		Preliminary Proxy Statement

¨		~~Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)~~CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))

þ		Definitive Proxy Statement

¨		Definitive Additional Materials

¨		Soliciting Material Pursuant to Section 240.14a-12


~~JACK IN THE BOX INC.~~
~~(Name of Registrant as Specified in Its Charter)~~


~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~

Payment of ~~Filing Fee (Check~~filing fee (check the appropriate box):

þ	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and ~~0-11.~~0-11

	~~(1)~~	(1) Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:




¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	~~(1)~~	(1) Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:


	Page

Notice of ~~2012~~2013 Annual Meeting of ~~Shareholders~~Stockholders		1

General Information		2

Proposal 1 — Election of Directors		7

Director Qualifications and Biographical Information		78

Corporate Governance		1112

Director Compensation and Stock Ownership Guidelines		18
~~Proposal 2 — Approval of Amendment and Restatement of the Stock Incentive Plan~~			22
Report of the Audit Committee		3021

Proposal 32 — Ratification of the Appointment of Independent Registered Public Accountants		3223

Proposal 43 — Advisory Vote on Executive Compensation		3324

Compensation Discussion and Analysis		3526

I. Executive Summary		26
II. Compensation Philosophy and Objectives		30
III. Compensation Competitive Analysis		31
IV. Elements of Compensation		32
V. Compensation Decision-Making Process		33
VI. Fiscal 2012 Compensation		34
VII. Other Benefit Programs and Policies		38
VIII.Fiscal 2013 Program Changes		42

Compensation Committee Report		5543

Risk Analysis of Compensation Programs		44

Executive Compensation		5645

Security Ownership of Certain Beneficial Owners and Management		7055

Section 16(a) Beneficial Ownership Reporting Compliance		7257

Certain Relationships and Related Transactions		7257

Other Business		7357

Stockholder Proposals for the 2014 Annual Meeting		58

Jack in the Box Inc. Annual Report on Form 10-K		58

Delivery of Proxy Materials and Annual Reports		58

Exhibit A — ~~Director Independence Guidelines~~Audit Committee Pre-Approval Policy		A-1
~~Exhibit B — Policy for Audit Committee Pre-Approval of Services~~		~~B-1~~
~~Exhibit C — 2004 Stock Incentive Plan Amended and Restated Effective February 17, 2012~~		~~C-1~~


Annual Retainer	$50,000
Lead Director (1)	$10,000
Annual Retainer:					$50,000
Lead Director⁽¹⁾:					$17,500

Committee	Committee Chair (2)		Committee Membership		Committee Chair⁽²⁾	Committee Membership
Audit	$	25,000	$	10,000	$25,000	$	10,000
Compensation	$	25,000	$	7,500	$25,000	$	7,500
Finance	$	12,500	$	5,000	$12,500	$	5,000
Nominating & Governance	$	12,500	$	5,000	$12,500	$	5,000

(1) Increased to $17,500 in February 2012
(2) Includes Committee Membership retainer


Name	Board Service Effective Date		Direct Holdings / RSUs		Deferred Units		Total Value		Board Service Effective Date		Direct Holdings / RSUs		Deferred Units & Stock Equivalents		Total Value
Mr. Goebel		Dec. 2008	$	269,378	$	0	$	269,378		Dec. 2008	$	469,212	$	0	$	469,212
Mr. Hutchison		May 1998	$	492,482	$	633,117	$	1,125,599
Ms. Kleiner(1)		Sept. 2011	$	93,863	$	0	$	93,863
Ms. Kleiner										Sept. 2011	$	221,535	$	0	$	221,535
Mr. Murphy		Sept. 2002	$	169,778	$	694,511	$	864,289		Sept. 2002	$	89,081	$	1,318,218	$	1,407,299
Mr. Myers		Dec. 2010	$	345,293	$	0	$	345,293		Dec. 2010	$	576,339	$	0	$	576,339
Mr. Tehle		Dec. 2004	$	329,138	$	449,335	$	778,473		Dec. 2004	$	313,961	$	960,294	$	1,274,255
Ms. Webb		July 2008	$	269,378	$	0	$	269,378		July 2008	$	469,212	$	0	$	469,212
Mr. Wyatt		May 2010	$	368,978	$	0	$	368,978		May 2010	$	477,308	$	132,454	$	609,762


þ Filed by the registrant		¨ Filed by a party other than the registrant


Name	Age		Position(s) with the Company	Director Since
David L. Goebel^(1)(2)(3)(4)		62	Director		2008
Madeleine A. Kleiner⁽²⁾⁽⁴⁾		61	Director		2011
Linda A. Lang⁽³⁾		54	Chairman of the Board & Chief Executive Officer		2003
Michael W. Murphy^(2)(3)(5)		55	Director		2002
James M. Myers⁽⁵⁾⁽⁶⁾		55	Director		2010
David M. Tehle⁽⁵⁾⁽⁶⁾		56	Director		2004
Winifred M. Webb⁽⁴⁾⁽⁵⁾		54	Director		2008
John T. Wyatt⁽²⁾⁽⁶⁾		57	Director		2010


Name	Retainers Earned or Paid in Cash(1)		RSU Awards(2)		Total
Mr. Goebel	$	72,500	$	90,000	$	162,500
Mr. Hutchison	$	62,500	$	90,000	$	152,500
Ms. Kleiner	$	22,192	$	90,000	$	112,192
Mr. Murphy	$	85,000	$	90,000	$	175,000
Mr. Myers	$	74,615	$	273,080	$	347,695
Mr. Tehle	$	87,500	$	90,000	$	177,500
Ms. Webb	$	67,500	$	90,000	$	157,500
Mr. Wyatt	$	62,500	$	90,000	$	152,500


Name	Fees Earned or Paid in Cash ⁽¹⁾		Stock Awards ⁽²⁾		Total
Mr. Goebel	$	80,000	$	90,000	$	170,000
Ms. Kleiner	$	62,500	$	90,000	$	152,500
Mr. Murphy	$	82,500	$	90,000	$	172,500
Mr. Myers	$	65,000	$	90,000	$	155,000
Mr. Tehle	$	72,500	$	90,000	$	162,500
Ms. Webb	$	72,500	$	90,000	$	162,500
Mr. Wyatt	$	80,000	$	90,000	$	170,000


Name	RSUs		Stock Options
Mr. Goebel		13,523		24,000
Mr. Hutchison		13,523		75,400
Ms. Kleiner		4,712		0
Mr. Murphy		8,523		60,400
Mr. Myers		12,334		0
Mr. Tehle		13,523		60,400
Ms. Webb		13,523		24,000
Mr. Wyatt		18,523		0


Name	RSUs		Stock Options ⁽¹⁾
Mr. Goebel		16,692		24,000
Ms. Kleiner		7,881		0
Mr. Murphy		11,692		60,400
Mr. Myers		15,503		0
Mr. Tehle		16,692		60,400
Ms. Webb		16,692		24,000
Mr. Wyatt		21,692		0


	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)	(b) Weighted- average exercise price of outstanding options (1)	(c) Number of securities remaining for future issuance under equity compensation plans (excluding securities reflected in column (a)(2))
Equity compensation plans approved by security holders (3)	6,010,643	$22.40	1,436,907


~~Name and Position~~	~~Number of Options~~
~~Linda A. Lang, Chairman, CEO and President~~		~~1,789,011~~
~~Jerry P. Rebel, EVP and CFO~~		~~551,152~~
~~Leonard A. Comma, EVP and COO~~		~~181,623~~
~~Phillip H. Rudolph, EVP, General Counsel & Secretary~~		~~173,168~~
~~Gary J. Beisler, President and CEO, Qdoba Restaurant Corp.~~		~~50,000~~
~~All Current Executive Officers as a Group~~		~~3,152,504~~
~~All Current Directors who are not Executive Officers~~		~~191,400~~
~~Each Nominee for Election as Director~~		~~1,932,611~~
~~Each Associate of any such Directors, Executive Officers or Nominees~~		0
~~Each other Person who Received 5% of such Options~~		0
~~All Employees, including current Officers who are not Executive Officers, as a Group~~		~~2,529,648~~


	2011		2010
Audit Fees(1)	$	1,010,000	$	990,000
Audit Related Fees(2)		—		32,500
Tax Fees(3)		30,000		12,000

KPMG Total Fees	$	1,040,000	$	1,034,500


	2012		2011
Audit Fees⁽¹⁾	$	1,115,000	$	1,010,000
Audit Related Fees		—		—
Tax Fees⁽²⁾		—		30,000
All Other Fees		—		—
KPMG Total Fees	$	1,115,000	$	1,040,000


•	Linda A. Lang	Chairman and Chief Executive Officer (“CEO”) ~~and President,~~, our principal executive officer

•	Jerry P. Rebel	Executive Vice President, Chief Financial Officer (“CFO”), our principal financial officer

•	Leonard A. Comma	~~Executive Vice~~ President and Chief Operating Officer (“COO”)

•	Phillip H. Rudolph	Executive Vice President, General Counsel &and Corporate Secretary

•	Gary J. Beisler	President and Chief Executive Officer, Qdoba Restaurant Corporation (“~~CEO-Qdoba”~~Qdoba CEO”)


~~Committee:~~		~~Compensation Committee of the Board of Directors~~
~~Consultant:~~		~~The Committee’s independent compensation consultant, Semler Brossy Consulting Group, LLC (“Semler Brossy”)~~
~~Executives:~~		~~All Jack in the Box Inc. Corporate Vice Presidents and above~~
~~Peer Group:~~		~~Refers to the group of peer companies approved by the Committee in the restaurant, retail and hospitality industries (described fully in Section III.b. of this Proxy Statement)~~
~~Market:~~		~~Collectively: the compensation data from proxy statement disclosures of our Peer Group; the Chain Restaurant Compensation Survey; and general industry data from national compensation surveys~~
~~Senior Executives:~~		~~The Jack in the Box Inc. CEO, Executive Vice Presidents, and Senior Vice Presidents~~


I.		~~Executive Summary~~
~~II.~~		~~Executive Compensation Philosophy and Objectives~~
~~III.~~		~~Executive Compensation Competitive Analysis~~
~~IV.~~		~~Compensation Elements~~
V.		~~Compensation Decision-Making Process~~
~~VI.~~		~~Fiscal 2011 Compensation and Analysis~~
~~VII.~~		~~Other Benefit Programs and Policies~~
~~VIII.~~		~~Fiscal 2012 Program Changes~~
~~IX.~~		~~Risk Analysis of Compensation Programs~~


CEO Total Direct Compensation
	Target		Actual
Salary	$	966,000	$	962,192
Annual Incentive	$	966,000	$	1,922,630
Long-Term Incentive⁽¹⁾	$	2,800,000	$	2,843,996
Total	$	4,732,000	$	5,728,818


Objective		Description
Competitive Pay		~~Provide~~We provide competitive pay commensurate with job scope and responsibilities, ~~required talent,~~individual performance, and ~~performance.~~intended to attract and retain talent. Competitive pay is intended to approximate a reasonable range of pay in the Market (defined in Section III.a, below), and includes base salary, target level of annual incentive, and ~~the~~ target award value of long-term ~~incentives that approximate a reasonable range of the Market data, with adjustments for individual performance.~~incentives.
Pay Mix		~~Use~~We use a mix of fixed and incentive compensation with different time horizons (annual, 3-year, 5-year and until retirement) and forms of payout (cash and stock) to reward for ~~short~~annual and long-term performance. A large portion of compensation is delivered in the form of equity, the value of which is directly linked to the value of the Company’s stock.
Pay for Performance		A large portion of executive compensation is variable, at-risk pay tied directly to achievement of annual and long-term incentive ~~goals, or to the value of the Company’s stock.~~goals. Variable reward payouts are designed to provide competitive pay for achieving expected performance, and above competitive pay for performance that exceeds expectations.
		The Committee exercises judgment and discretion in program design and pay decisions to avoid relying solely on formulaic designs, taking into consideration what and how goals were accomplished.
Stockholder Alignment		~~Require~~We require NEOs and ~~Executives~~executives to have a meaningful financial stake in the Company by holding shares of Company stock until termination of service.
Balanced Performance Measurement		~~Use~~We use a combination of financial, operational, and strategic performance metrics, varying time horizons, and multiple equity vehicles to provide a balanced and comprehensive view of performance.
Managing Compensation Risk		~~Set~~We set incentive goals in such a way as to discourage excessive risk taking, ~~including by avoiding putting~~and avoid placing too much emphasis on any one metric or performance time horizon.


2012 Peer Group

Restaurants	Retail	Hospitality
Brinker International, Inc.	Aeropostale Inc.	Hyatt Hotels Corporation
~~Burger King Holdings~~The Cheesecake Factory Incorporated	Chicos FAS Inc.	Wyndham Worldwide Corporation
~~The Cheesecake Factory Incorporated~~Chipotle Mexican Grill Inc.	Children’s Place Retail Stores ~~Inc.~~
~~Chipotle Mexican Grill Inc.~~	~~Collective Brands,~~ Inc.
Cracker Barrel Old Country Store, Inc.	~~Dick’s Sporting Goods~~Collective Brands, Inc.
Darden Restaurants, Inc.	~~DSW~~Dick’s Sporting Goods Inc.
DineEquity, Inc.	~~Jo-Ann Stores~~DSW Inc.
Panera Bread Company	RadioShack Corporation
PF Chang’s China Bistro, Inc.
Ruby Tuesday, Inc.
Sonic Corporation
~~Wendy’s/Arby’s Group Inc.~~The Wendy’s Company
~~YUM! Brands, Inc.~~


Element / Type of Plan	Link to Compensation Objectives	~~Type of Plan~~	Key Features

Base Salary (Cash)	~~Provides competitive pay to Executives~~Fixed amount of compensation for ~~job scope, criticality of position, knowledge, skills, and experience.~~performing day-to-day responsibilities. Provides financial stability and security.	~~Cash~~	~~Targeted~~Competitive pay that is targeted to approximate a reasonable range of the median of the Market, ~~with adjustments~~taking into account job scope, criticality of position, knowledge, skills and experience. Generally, executives are eligible for an annual increase, depending on individual ~~performance.~~performance, market changes and internal equity.

Annual Incentive (Cash)	Motivates and rewards for achievement of Company annual financial and operational orgoals and other strategic ~~goals for~~objectives measured over the current fiscal year.	~~Cash~~	Targeted to approximate a reasonable range of the Market median. ~~Lump sum cash payment based on achievement of performance goals.~~ ~~Jack in the Box~~ – Total potential payouts range from 0%~~-200%~~ - 200% of ~~target.~~ ~~• Defined Operating EPS (60%)~~ ~~• Restaurant Operating Margin (20%)~~ ~~• Strategic~~target payout. Goals and weighting are set annually for specific financial and/or strategic performance.Fiscal 2012 goals ~~(20%). The Committee determines the level of strategic goal achievement, subject to a minimum EPS requirement.~~ ~~Qdoba~~ ~~– Potential payout ranges from 0%-225% of target.~~are described in Section VI.b. ~~• EBITDA (100%)~~

Long-Term Incentive (Equity / Cash for Qdoba CEO only)	Motivates and rewards for sustaining long-term financial and operational performance that increases the value of our brands and ~~shareholder~~stockholder value. Encourages continued employment through vesting periods in order to obtain shares. Stock ownership and holding requirements align the financial interests of our ~~Executives~~executives with the financial interests of our stockholders.	~~Stock Options~~ ~~Performance Units~~ ~~Time-Vested RSUs~~	Grant guidelines are reviewed annually and set to result in total pay that is within a reasonable range of the Market median. Actual grants ~~allow for variances~~may vary from the guideline based on individual performance. Stock Options:Option awards represent 50% of an ~~Executive’s~~executive’s grant guideline; they vest ratably over 3 years and expire 7 years from the grant date. The ~~CEO-Qdoba~~exercise price is equal to the closing price of Jack in the Box Common Stock on the date of grant. (The Qdoba CEO does not receive annual stock option grants.) Performance Awards: Jack in the Box — Performance Share Units (“PSUs”) represent 30% of grant guideline, are payable in stock, and vest upon the achievement, if any, of performance goals over a 3-fiscal year performance period. •Qdoba CEO — Performance Units represent ~~30%~~80% of ~~an Executive’s grant guideline;~~long-term incentive value; cliff vest and are payable in cash three years from date of grant ~~based on achievement of ROIC~~to the extent continued service and ~~guest satisfaction (Voice of Guest “VOG”)~~performance goals ~~for a~~are met during 3-fiscal year performance ~~period; and~~period. 2012-2014 goals are ~~payable~~described in ~~stock.~~Section VI.b. ~~Qdoba~~ ~~• Performance~~Restricted Stock Units (RSUs): RSUs represent ~~90%~~20% of grant ~~guideline; cliff~~guideline, vest ~~three years from date of grant based on Net Earnings; and are payable in cash.~~ ~~Vest~~ 20% per year over 5 years, and are payable in stock, with shares subject to the holding ~~requirements~~requirement until termination of ~~service.~~

			~~Jack in the Box~~ ~~• Represents 20% of an Executive’s grant guideline with a holding requirement of 100%~~service (100% of after-tax net shares for executives that have not met their stock ownership guideline, or 50% of after-tax net shares for executives who have met the ~~guideline.~~ ~~Qdoba~~guideline). ~~• Represents 10% of grant guideline with a holding requirement of 50% of after-tax net shares.~~


Name	FY 2010 Salary (000s)		FY 2011 Salary (000s)		% Increase			FY 2011 Market Range (000s)
Ms. Lang	$	906	$	933		3	%		$855 - $1,040
Mr. Rebel	$	468	$	487		4	%		$430 - $525
Mr. Comma(1)	$	360	$	460		28	%		$430 - $525
Mr. Rudolph	$	407	$	431		6	%		$430 - $525
Mr. Beisler	$	350	$	368		5	%		$295 - $355


2012 Base Salary Increases

Name	FY 2011 Salary (000s)		FY 2012 Salary (000s)		% Increase
Ms. Lang	$	933	$	966		3.5%
Mr. Rebel	$	487	$	506		3.9%
Mr. Comma⁽¹⁾	$	460	$	506		10.0%
Mr. Rudolph	$	431	$	456		5.8%
Mr. Beisler	$	368	$	385		4.6%


~~2011~~2012 Performance Metrics	Weight			~~Reason for Selection as~~Why Goal Is Used
~~Defined~~ JACK IN THE BOX
Operating EPS (diluted)		60%		This is a primary measure of how well the Company is performing overall, and is a key driver of ~~shareholder~~stockholder return over the long-term. This metric excludes restructuring charges and gains from the sale of ~~franchise restaurants and franchise reimage incentive payments.~~company restaurants.
Restaurant Operating Margin (“ROM”)		20%		ROM measures how effectively the Company manages its business operations and costs, and is a key performance metric for alignment with our franchise operators, our franchising strategy, and our stockholders and potential investors.
Strategic Goals - ~~Refranchising~~JIB System Average Unit Volume (“AUV”) - ~~Reimaging~~G&A Improvement	~~20%~~	20	%	~~Strategic~~These strategic goals reward for a) the ~~advancement~~progress toward our long-term goal of ~~our refranchising strategy~~increasing restaurant AUVs by growth in same-store sales and ~~implementation of Jack in the Box restaurant reimages across the system,~~market share, and b) developing a comprehensive plan to ~~better position our brand for the future.~~reduce G&A, including re-engineering, restructuring, and process improvements.

QDOBA
~~2011 Performance Metrics~~	~~Weight~~			~~Reason for Selection as Goal~~
Earnings Before Interest, Depreciation & Amortization (“EBITDA”)		~~100~~	% 75%		Qdoba EBITDA is a key performance metric for measuring ~~Qdoba’s~~ operational performance relative to profitability.
Restaurant Operating Margin (“ROM”)		25%		Qdoba ROM measures how effectively the Company manages its business operations and costs, and is a key performance metric for alignment with our franchise operators and our stockholders and potential investors. This metric was added in 2012 to transition Qdoba from a single goal to multiple goals and to better align with the Jack in the Box plan.


	Payout Percentages (of Salary)						Target Incentive (000s)		Target Performance Goal				Actual Performance						Actual Incentive Payout % of base salary		Actual Incentive Earned (000s)				Payout (As Percent of Salary)							Target Incentive (000s)				Actual Payout (As Percent of Salary)			Actual Incentive Earned (000s)
	Threshold (%)		Target (%)		Max (%)		Target Incentive (000s)		Defined Operating EPS		ROM (%)		Defined Operating EPS		ROM (%)		Strategic Goals				Actual Incentive Earned (000s)			Target				Max								Actual Payout (As Percent of Salary)			Actual Incentive Earned (000s)
Ms. Lang		0		100		200		$933.0		$0.98		14.2		$0.91		12.7		Max	Actual Incentive Payout % of base salary	66%			$615.8				100	%		200	%	Target Incentive (000s)		$	966.0			199.0%			$	1,923.0
Mr. Rebel		0		75		150		$365.0		$0.98		14.2		$0.91		12.7		Max	50%			$243.5				75	%		150	%		$	379.5				149.0%		$	754.0
Mr. Comma~~(1)~~		0		75		150		$322.0		$0.98		14.2		$0.91		12.7		Max	48%			$215.0				75	%		150	%		$	379.5				149.0%		$	754.0
Mr. Rudolph		0		75		150		$323.0		$0.98		14.2		$0.91		12.7		Max	50%			$215.5				75	%		150	%		$	342.7				149.0%		$	681.0
										Qdoba EBITDA				Qdoba EBITDA
Mr. Beisler		0		55		125		$202.4		$22.9 million				$24.9 million					103.8%			$381.8				65	%		130	%		$	250.2				93.8%		$	361.1


Fiscal 2012 Long-Term Incentive Grants to NEOs

	Stock Options				PSUs (At Target)				Time-Vested RSUs
Name	# Options		Grant Date Fair Value (000s)		# Units		Grant Date Fair Value (000s)		# Units		Grant Date Fair Value (000s)		Total (000s)
Ms. Lang		209,268	$	1,542.3		41,833	$	781.0		27,888	$	520.7	$	2,844.0
Mr. Rebel		67,298	$	496.0		13,446	$	251.0		8,964	$	167.4	$	914.4
Mr. Comma⁽¹⁾		56,276	$	414.7		11,244	$	209.9		7,496	$	139.9	$	764.5
Mr. Rudolph⁽¹⁾		40,506	$	298.5		8,093	$	151.1		5,395	$	100.7	$	550.3

QDOBA
					Performance Units (Target Value)				Time-Vested RSUs
Mr. Beisler⁽²⁾		N/A		N/A		$400.0				4,980	$	93.0	$	493.0


		*~~Stock Options~~*
		• Fifty percent (50%) of an executive’s long-term incentive value was granted in the form of stock options. Stock options are intended to reward for sustained stock price performance. The exercise price is equal to the closing price of Jack in the Box Common Stock on the date of grant. Options vest one-third on each anniversary of the grant date and may be exercised up to 7 years from the grant date.


• Ninety percent (90%) of the long-term incentive value was awarded in the form of Qdoba Performance Units, consisting of “Growth Units” and “Restricted Units.” These units, payable in cash, are designed to reward for achievement of performance targets relative to Qdoba’s net earnings for the three fiscal year period 2011-2013. The Committee believes net earnings is the best measure of overall Qdoba performance and is most similar to earnings per share for a public company. It is also a prevalent performance metric used in long-term incentive programs in the Market. Qdoba’s net earnings calculation includes interest costs associated with any Jack in the Box funding of Qdoba’s growth through purchasing or building new restaurants.


					Performance Units
	Stock Options				(At Target)				Time-Vested RSUs
Name	# Options		Grant Date Fair Value		# Units		Grant Date Fair Value		# Units		Grant Date Fair Value		Total
Ms. Lang		193,638	$	1,597,514		38,728	$	776,496		25,818	$	517,651	$	2,891,661
Mr. Rebel		57,054	$	470,696		11,411	$	228,791		7,607	$	152,520	$	852,007
Mr. Comma (1)		52,047	$	429,388		10,409	$	208,700		6,940	$	139,147	$	777,235
Mr. Rudolph (1)		37,462	$	309,062		7,492	$	150,215		4,995	$	100,150	$	559,427
Mr. Beisler (2)		N/A		N/A		76,409	$	360,000		1,844	$	36,972	$	396,972


Name	Allowance
Ms. Lang	$	66,500
Mr. Rebel	$	52,000
Mr. Comma (1)	$	51,031
Mr. Rudolph	$	52,000
Mr. Beisler	$	45,700


Position	Minimum Ownership ~~Ownership~~ (multiple of base salary)		~~Holding Requirement~~
Chairman and CEO ~~& President~~		5.0x
President and COO		4.0x
Executive Vice President		3.0x
Senior Vice President		1.5x
Qdoba CEO		1.0x


Holding Requirement
Executives subject to stock ownership requirements are required to hold 100% of each RSU grant until their stock ownership ~~guideline is~~guidelines are met, and required to hold 50% of each RSU grant if they have met their stock ownership ~~guideline. The CEO-Qdoba is required to hold 50% of each RSU grant.~~guidelines. Holding requirements are applied on an after-tax net share basis.
	~~Executive Vice President~~	~~3.0x~~
	~~Senior Vice President~~	~~1.5x~~
	~~CEO-Qdoba (effective fiscal 2012)~~	~~1.0x~~


Name	Direct Ownership		Restricted Shares/Units		Total Shares		Value at 10/02/11 @ $19.92 (000s)		Value of Stock Ownership Requirement (000s)		Meets Requirement		Direct Ownership		Restricted Shares/ Units		Total Shares		Value at 9/30/12 @ $28.11 (000s)		Value of Stock Ownership Requirement (000s)		Meets Requirement
Ms. Lang		20,000		225,818		245,818	$	4,897	$	4,665		Yes		12,735		248,542		261,277	$	7,344	$	4,830		Yes
Mr. Rebel		4,000		70,179		74,179	$	1,478	$	1,461		Yes		4,959		77,621		82,580	$	2,321	$	1,518		Yes
Mr. Comma		—		44,640		44,640	$	889	$	1,380		No		874		50,748		51,622	$	1,451	$	2,200		No
Mr. Rudolph		—		63,810		63,810	$	1,271	$	1,293		No		629		68,206		68,835	$	1,935	$	1,368		Yes
Mr. Beisler ~~(1)~~		—		51,844		51,844	$	1,033		N/A		N/A		252		56,455		56,707	$	1,594	$	385		Yes

~~Element~~

~~Link to Compensation Objectives~~

~~Type of Plan~~

~~Key Features~~

Perquisites
(Cash)

Provides a limited cash value for ~~perquisites~~certain other benefits that are typically offered to executives in the Market.

Taxable benefit to ~~Executives~~executives and paid bi-weekly. Intended to defray expenses for financial planning, and the ~~Executive’s~~executive’s use of their personal automobile and cell phone for business purposes.

Retirement
Benefits
(Pension, Deferred Compensation, SERP)

~~Rewards~~Provides for ~~commitment and encourages retention. Provides some~~ retirement income ~~security~~to reward service and ~~tax-advantaged means~~commitment to ~~accumulate retirement savings.~~the Company and to encourage retention.

~~Deferred Compensation,~~
Pension
~~SERP~~

— Participation in same pension plan ~~(up to certain IRS limits) and non-qualified executive deferred compensation plan (“EDCP”)~~ as other ~~employees.~~employees based on years of service and earnings up to IRC limitations. The plan will sunset on December 31, 2015.
Supplemental Pension — SERP is available to ~~Executives~~3 NEOS who were hired or promoted prior to 2007; plan was closed to new participants in 2007. Provides retirement income, on a non-qualified basis, relating to a certain percentage of compensation in excess of IRC limitations.
EDCP — Non-qualified executive deferred compensation plan (“EDCP”) that is offered to other highly-compensated employees. Executives hired or promoted after 2007 (and not eligible for the SERP) receive an additional contribution to the EDCP for 10 years.