JACK IN THE BOX INC /NEW/ (Form: 10-Q, Received: 02/18/2009 06:02:40)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 18, 2009

Commission File Number: 1-9390

JACK IN THE BOX INC.

(Exact name of registrant as specified in its charter)


DELAWARE		95-2698708

(State of Incorporation)		(I.R.S. Employer Identification No.)

9330 BALBOA AVENUE, SAN DIEGO, CA		92123

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (858) 571-2121

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

Number of shares of common stock, $.01 par value, outstanding as of the close of business
February 13, 2009-56,872,511.

JACK IN THE BOX INC. AND SUBSIDIARIES

INDEX


		Page
	PART I — FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets		3
	Condensed Consolidated Statements of Earnings		4
	Condensed Consolidated Statements of Cash Flows		5
	Notes to Condensed Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		23
Item 4.	Controls and Procedures		24

	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings		24
Item 1A.	Risk Factors		24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 6.	Exhibits		25
	Signature		27
EX-10.6
EX-10.13
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JACK IN THE BOX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)
(Unaudited)


	January 18,			September 28,
	2009			2008

ASSETS
Current assets:
Cash and cash equivalents	$	21,785		$	47,884
Accounts and other receivables, net		49,747			70,290
Inventories		42,966			45,206
Prepaid expenses		23,394			20,061
Deferred income taxes		46,166			46,166
Assets held for sale		125,753			112,994
Other current assets		5,688			7,480

Total current assets		315,499			350,081


Property and equipment, at cost		1,609,395			1,605,497
Less accumulated depreciation and amortization		(662,386	)		(662,435	)

Property and equipment, net		947,009			943,062

Other assets, net		198,291			205,275

	$	1,460,799		$	1,498,418


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	12,895		$	2,331
Accounts payable		82,507			99,708
Accrued liabilities		202,899			213,631

Total current liabilities		298,301			315,670


Long-term debt, net of current maturities		473,547			516,250

Other long-term liabilities		156,948			161,277

Deferred income taxes		46,540			48,110

Stockholders’ equity:
Preferred stock $.01 par value, 15,000,000 authorized, none issued		—			—
Common stock $.01 par value, 175,000,000 authorized, 73,567,550 and 73,506,049 issued, respectively		736			735
Capital in excess of par value		157,568			155,023
Retained earnings		824,054			795,657
Accumulated other comprehensive loss, net		(22,436	)		(19,845	)
Treasury stock, at cost, 16,726,032 shares		(474,459	)		(474,459	)

Total stockholders’ equity		485,463			457,111

	$	1,460,799		$	1,498,418

See accompanying notes to condensed consolidated financial statements.

JACK IN THE BOX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)


	Sixteen Weeks Ended
	January 18,			January 20,
	2009			2008

Revenues:
Restaurant sales	$	628,649		$	647,715
Distribution sales		91,523			80,391
Franchised restaurant revenues		56,501			48,891

		776,673			776,997


Operating costs and expenses:
Restaurant costs of sales		213,888			212,763
Restaurant operating costs		323,283			324,512
Distribution costs of sales		90,579			79,910
Franchised restaurant costs		22,129			18,948
Selling, general and administrative expenses		90,779			90,090
Gains on the sale of company-operated restaurants		(18,361	)		(16,349	)

		722,297			709,874


Earnings from operations		54,376			67,123

Interest expense		8,201			9,077
Interest income		(474	)		(251	)

Interest expense, net		7,727			8,826

Earnings from continuing operations and before income taxes		46,649			58,297

Income taxes		18,682			21,998


Earnings from continuing operations		27,967			36,299

Earnings (losses) from discontinued operations, net		430			(44	)


Net earnings	$	28,397		$	36,255


Net earnings per share — basic:
Earnings from continuing operations	$	0.49		$	0.61
Earnings (losses) from discontinued operations		0.01			—

Net earnings per share	$	0.50		$	0.61


Net earnings per share — diluted:
Earnings from continuing operations	$	0.49		$	0.60
Earnings (losses) from discontinued operations		0.00			(0.01	)

Net earnings per share	$	0.49		$	0.59


Weighted-average shares outstanding:
Basic		56,592			59,523
Diluted		57,427			60,938

See accompanying notes to condensed consolidated financial statements.

JACK IN THE BOX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


	Sixteen Weeks Ended
	January 18,			January 20,
	2009			2008

Cash flows from operating activities:
Net earnings	$	28,397		$	36,255
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		31,681			30,602
Deferred finance cost amortization		478			478
Deferred income taxes		36			(2,979	)
Share-based compensation expense awards		2,490			3,120
Pension and postretirement expense		3,768			4,456
Losses on cash surrender value of company-owned life insurance		12,039			5,765
Gains on the sale of company-operated restaurants		(18,361	)		(16,349	)
Gains on the acquisition of franchise-operated restaurants		(958	)		—
Losses on the disposition of property and equipment, net		4,355			5,198
Impairment charges		1,689			1,439
Changes in assets and liabilities, excluding acquisitions and dispositions:
Decrease (increase) in receivables		2,765			(311	)
Decrease (increase) in inventories		3,538			(1,871	)
Decrease (increase) in prepaid expenses and other current assets		(2,580	)		8,863
Decrease in accounts payable		(14,387	)		(13,030	)
Pension and postretirement contributions		(719	)		(3,954	)
Decrease in other liabilities		(19,427	)		(14,417	)

Cash flows provided by operating activities		34,804			43,265


Cash flows from investing activities:
Purchases of property and equipment		(52,796	)		(58,011	)
Proceeds from the sale of company-operated restaurants		18,620			21,935
Proceeds from (purchase of) assets held for sale and leaseback, net		(14,543	)		3,365
Collections on notes receivable		19,602			12
Acquisition of franchise-operated restaurants		(6,760	)		—
Other		1,254			(523	)

Cash flows used in investing activities		(34,623	)		(33,222	)


Cash flows from financing activities:
Borrowings on revolving credit facility		42,000			75,000
Repayments of borrowings on revolving credit facility		(73,000	)		(72,000	)
Principal payments on debt		(1,139	)		(1,891	)
Proceeds from issuance of common stock		310			4,414
Repurchase of common stock		—			(22,107	)
Excess tax benefits from share-based compensation arrangements		59			2,528
Change in book overdraft		5,490			3,708

Cash flows used in financing activities		(26,280	)		(10,348	)


Net decrease in cash and cash equivalents		(26,099	)		(305	)
Cash and cash equivalents at beginning of period		47,884			15,702

Cash and cash equivalents at end of period	$	21,785		$	15,397

See accompanying notes to condensed consolidated financial statements.

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.		SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

		*Nature of operations* — Founded in 1951, Jack in the Box Inc. (the “Company”) operates and franchises Jack in the Box ^® quick-service restaurants and Qdoba Mexican Grill ^® (“Qdoba”) fast-casual restaurants in 45 states. References to the Company throughout these notes to the condensed consolidated financial statements are made using the first person notations of “we,” “us” and “our.”

		*Basis of presentation* — The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, all adjustments considered necessary for a fair presentation of financial condition and results of operations for these interim periods have been included. Operating results for one interim period are not necessarily indicative of the results for any other interim period or for the full year.

		The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and any variable interest entities where the Company is deemed the primary beneficiary. All significant intercompany transactions are eliminated.

		These financial statements should be read in conjunction with the consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended September 28, 2008. The accounting policies used in preparing these condensed consolidated financial statements are the same as those described in our Form 10-K, with the exception of new accounting pronouncements adopted in fiscal 2009.

		*Reclassifications and adjustments* — Certain prior year amounts in the condensed consolidated financial statements have been reclassified to conform to the fiscal 2009 presentation. In the fourth quarter of 2008, our Board of Directors approved plans to sell our Quick Stuff ^® convenience stores. As such, Quick Stuff operations have been presented as discontinued operations for all periods presented. Refer to Note 2, Discontinued Operations , for additional information.

		*Fiscal year* — Our fiscal year is 52 or 53 weeks ending the Sunday closest to September 30. Fiscal years 2009 and 2008 include 52 weeks. Our first quarter includes 16 weeks and all other quarters include 12 weeks. All comparisons between 2009 and 2008 refer to the 16-week (“quarter”) periods ended January 18, 2009 and January 20, 2008, respectively, unless otherwise indicated.

		*Use of estimates* — In preparing the condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles, management is required to make certain assumptions and estimates that affect reported amounts of assets, liabilities, revenues, expenses and the disclosure of contingencies. In making these assumptions and estimates, management may from time to time seek advice and consider information provided by actuaries and other experts in a particular area. Actual amounts could differ materially from these estimates.

		*Company-owned life insurance* — We have purchased company-owned life insurance (“COLI”) policies to support our non-qualified benefit plans. The cash surrender values of these policies were $54.4 million and $65.3 million as of January 18, 2009 and September 28, 2008, respectively, and are included in other assets, net in the accompanying condensed consolidated balance sheets. These policies reside in an umbrella trust for use only to pay plan benefits to participants or to pay creditors if the Company becomes insolvent. As of January 18, 2009 and September 28, 2008, the trust also included cash of $1.4 million. During the quarter ended January 18, 2009, we incurred losses on our COLI policies of $12.0 million due to continued declines in the stock market, which were offset in part by a $6.3 million fair value adjustment to our non-qualified deferred compensation plan obligation.

		*Assets held for sale* — Assets held for sale, which typically represent the costs for sites that we plan to sell and lease back, also include the net book value of equipment we plan to sell to franchisees and assets expected to be sold upon our disposition of Quick Stuff. Assets held for sale were as follows at the end of each reporting period ( in thousands ):


	January 18,		September 28,
	2009		2008

Sites held for sale and leaseback	$	76,712	$	62,309
Quick Stuff assets held for sale (Note 2)		48,054		49,656
Assets held for sale to franchisees		987		1,029

Assets held for sale	$	125,753	$	112,994

JACK IN THE BOX INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Franchise arrangements — Franchise arrangements generally provide for initial franchise fees, which are included in franchised restaurant revenues in the accompanying condensed consolidated statements of earnings. In addition to initial franchise fees, we also recognize gains on the sale of company-operated restaurants to franchisees. Gains on the sale of restaurant businesses to franchisees are recorded when the sales are consummated, and certain other gain recognition criteria are met. The following is a summary of these transactions ( dollars in thousands ):


	Sixteen Weeks Ended
	January 18,			January 20,
	2009			2008

Number of restaurants sold to franchisees		29			28
Number of restaurants opened by franchisees		19			25

Initial fanchise fees received	$	1,955		$	2,023

Cash proceeds from the sale of company-operated restaurants	$	18,620		$	21,935
Notes receivable		5,293			—
Net assets sold (primarily property and equipment)		(5,041	)		(5,130	)
Goodwill related to the sale of company-operated restaurants		(511	)		(456	)

Gains on the sale of company-operated restaurants	$	18,361		$	16,349

		*New accounting pronouncements adopted* — In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) 157, Fair Value Measurements . SFAS 157 clarifies the definition of fair value, describes methods used to appropriately measure fair value, and expands fair value disclosure requirements. On September 29, 2008, we adopted the provisions of SFAS 157 for our financial assets and liabilities and elected the deferral option for our non-financial assets and liabilities. The adoption of this statement did not have a material impact on our condensed consolidated financial statements.

		The following table presents the financial assets and liabilities measured at fair value on a recurring basis as of January 18, 2009 summarized by SFAS 157 valuation hierarchy ( in thousands ):


			Fair Value Measurements
			Quoted Prices
			in Active
			Markets for		Significant		Significant
			Identical		Other		Unobservable
	January 18,		Assets		Observable Inputs		Inputs
	2009		(Level 1)		(Level 2)		(Level 3)

Natural gas derivatives (1)	$	657	$	657	$	—	$	—
Interest rate swaps (2)		9,010		—		9,010		—
Non-qualified deferred compensation plan (3)		31,071		31,071		—		—

Total liabilities at fair value	$	40,738	$	31,728	$	9,010	$	—


(1)		From time to time, we use natural gas derivatives to manage price fluctuations related to unpredictable factors such as weather and various market conditions outside of our control. At the end of the quarter, we had two monthly natural gas swap agreements in place that represent approximately 42% of our total requirements for natural gas for the months of February and March. The fair value of our natural gas derivative contracts are based on the closing futures price of our contracts.

(2)		We have entered interest rate swaps to reduce our exposure to rising interest rates on our variable debt. The fair value of our interest rate swaps are based upon valuation models as reported by our counterparties.

(3)		We maintain an unfunded defined contribution plan for key executives and other members of management excluded from participation in our qualified savings plan. The fair value of this obligation is based on the closing market prices of the participants’ elected investments.

JACK IN THE BOX INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

		In September 2006, the FASB issued SFAS 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106 and 132(R) . In fiscal 2007, we adopted the recognition provisions of SFAS 158, which required recognition of the overfunded or underfunded status of a defined benefit plan as an asset or liability. SFAS 158 also requires that we change the annual date we use to measure our plan assets and benefit obligations from June 30 to the end of our fiscal year. We adopted the measurement date provisions on September 29, 2008 using the alternative transition method based on a 15-month projection derived from plan asset and benefit obligation measurements as of June 30, 2008. Adoption of the measurement date provisions will result in a reduction of $3.0 million to beginning retained earnings at the end of the fiscal year representing 3/15ths of the periodic benefit costs for the period June 30, 2008 to September 27, 2009. The remaining 12/15ths of the periodic benefit costs will be recognized during fiscal 2009. Refer to Note 6, Retirement Plans , for additional disclosure regarding our defined benefit and postretirement plans.

		In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities . SFAS 159 permits entities to voluntarily choose to measure many financial instruments and certain other items at fair value. We adopted SFAS 159 on September 29, 2008. We did not elect to begin reporting any financial assets or financial liabilities at fair value upon adoption of SFAS 159. In addition, we did not elect to report at fair value any new financial assets or financial liabilities entered into during the quarter ended January 18, 2009.

		In December 2008, the FASB issued FASB Staff Position (“FSP”) FAS 140-4 and FIN 46R-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities, which is effective for the first reporting period ending after December 15, 2008. This FSP requires additional disclosures related to variable interest entities (“VIEs”) in accordance with SFAS 140 and FIN 46R. We adopted this FSP as of September 29, 2008 and the required disclosures are provided below.

		The primary entities in which we possess a variable interest are franchise entities, which operate our franchised restaurants. We do not possess any ownership interests in franchise entities. We have reviewed these franchise entities and determined that we are not the primary beneficiary of the entities and therefore, these entities have not been consolidated.

		We use advertising funds for both our restaurant concepts to administer our advertising programs. These funds are consolidated into our financial statements as they are deemed VIEs for which we are the primary beneficiary. Contributions to these funds are designed for advertising, and we administer the funds’ contributions. The Company’s maximum loss exposure for these funds is limited to its investment.

		The following table reflects the assets and liabilities of these VIEs that were included in our consolidated balance sheet at January 18, 2009 ( in thousands ):


	Jack in the Box		Qdoba

Cash	$	—	$	2,156
Accounts receivable		—		121
Prepaid assets		5,294		41
Other		—		8

Total assets	$	5,294	$	2,326


Accounts payable	$	—	$	313
Accrued expenses		25,058		2,013

Total liabilities	$	25,058	$	2,326

2.		DISCONTINUED OPERATIONS

		We operate a proprietary chain of convenience stores called Quick Stuff, with 61 locations, each built adjacent to a full-size Jack in the Box restaurant and including a major-brand fuel station. In the fourth quarter of 2008, our Board of Directors approved a plan to sell Quick Stuff to maximize the potential of the Jack in the Box and Qdoba brands.

		We expect to sell this business within fiscal 2009 and do not expect this sale to have a material impact on ongoing earnings. In accordance with the provisions of SFAS 144, Accounting for the Impairment or Disposal of Long-lived Assets , the results of operations of Quick Stuff for all periods presented have been reported as discontinued operations.

JACK IN THE BOX INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The major classes of Quick Stuff assets held for sale were as follows at the end of each reporting period ( in thousands ):


	January 18,		September 28,
	2009		2008

Assets held for sale:
Inventories	$	5,222	$	6,518
Property and equipment, net		41,527		41,827
Goodwill		912		912
Other assets, primarily liquor licenses		393		399

Total assets of discontinued operations	$	48,054	$	49,656

Revenue and operating income from discontinued operations in each period are as follows ( in thousands ):


	Sixteen Weeks Ended
	January 18,		January 20,
	2009		2008

Revenue	$	92,940	$	127,945
Earnings (losses) before income taxes	$	717	$	(67	)

3.		ACQUISITIONS

		We account for the acquisition of franchised restaurants using the purchase method of accounting pursuant to SFAS 141, Business Combinations . During the quarter ended January 18, 2009, we acquired 22 Qdoba restaurants from franchisees for net consideration of $6.8 million. The total purchase was allocated to property and equipment, goodwill and other income.

4.		RESTAURANT CLOSING, IMPAIRMENT CHARGES AND OTHER

		In 2009 and 2008, we recorded impairment charges of $1.7 million and $1.4 million, respectively, primarily related to the write-down of the carrying value of Jack in the Box restaurants we continue to operate. We also recognized accelerated depreciation and other costs on the disposition of property and equipment of $4.4 million and $5.2 million, respectively, primarily related to our restaurant re-image program, which includes a major renovation of our restaurant facilities, normal ongoing capital maintenance activities, and, in 2008, a kitchen enhancement project.

		These impairment charges, accelerated depreciation and other costs on the disposition of property and equipment are included in selling, general and administrative expenses in the accompanying condensed consolidated statements of earnings.

		Total accrued restaurant closing costs, included in accrued expenses and other long-term liabilities, changed as follows during 2009 and 2008 ( in thousands ):


	Sixteen Weeks Ended
	January 18,			January 20,
	2009			2008

Balance at beginning of period	$	4,712		$	5,451
Additions and adjustments		477			286
Cash payments		(389	)		(322	)

Balance at end of period	$	4,800		$	5,415

		Additions and adjustments primarily relate to revisions to certain sublease assumptions in 2009 and 2008, and the closure of two Jack in the Box restaurants in 2008.

5.		INCOME TAXES

		The income tax provisions reflect effective tax rates of 40.0% in 2009 and 37.7% in 2008. The final annual tax rate cannot be determined until the end of the fiscal year; therefore, the actual rate could differ from our current estimates.

JACK IN THE BOX INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

		At September 28, 2008, our gross unrecognized tax benefits for income taxes associated with uncertain tax positions totaled $4.2 million. Of this total, $4.0 million represented the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. As of the date of adoption of FASB Interpretation 48, Accounting for Uncertainty in Income Taxes , we recognize interest and, when applicable, penalties related to uncertain tax positions in income tax expense. As of January 18, 2009, the gross unrecognized tax benefits for income taxes associated with uncertain tax positions remained unchanged at $4.2 million of which $4.0 million represented the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods.

		It is reasonably possible that material changes to the gross unrecognized tax benefits will be required within the next twelve months. These changes relate to the settlement of an IRS audit of the Company’s 2006 tax year that is currently wrapping up and the California Franchise Tax Board’s continuing audit of requested claims for refund, all of which are expected to be completed within the next twelve months. In addition, the statute of limitations in various state taxing jurisdictions will expire within the next twelve months. Although the Company expects these items may result in a net reduction of its unrecognized tax benefits, an estimate of the expected change cannot be made at this time.

		The federal statute of limitations for all tax years beginning with 2004 remains open at this time. Generally, the statutes of limitations for the state jurisdictions where there would be a material impact, namely California and Texas, have not expired for tax years 2000 and 2003 respectively. Generally, the statutes of limitations for the other state jurisdictions have not expired for tax years 2001 and forward.

6.		RETIREMENT PLANS

		*Defined benefit pension plans* — We sponsor a defined benefit pension plan covering substantially all full-time employees. We also sponsor an unfunded supplemental executive retirement plan which is closed to new participants and provides certain employees additional pension benefits. Benefits under all plans are based on the employees’ years of service and compensation over defined periods of employment.

		*Postretirement healthcare plans* — We also sponsor healthcare plans that provide postretirement medical benefits to certain employees who meet minimum age and service requirements. The plans are contributory; with retiree contributions adjusted annually, and contain other cost-sharing features such as deductibles and coinsurance.

		*Net periodic benefit cost* — The components of net periodic benefit cost were as follows ( in thousands ):


	Sixteen Weeks Ended
	January 18,			January 20,
	2009			2008

Defined benefit pension plans:
Service cost	$	2,976		$	3,455
Interest cost		5,617			5,259
Expected return on plan assets		(5,380	)		(5,234	)
Actuarial loss		139			463
Amortization of unrecognized prior service cost		256			278

Net periodic benefit cost	$	3,608		$	4,221


Postretirement health plans:
Service cost	$	31		$	68
Interest cost		369			362
Actuarial gain		(297	)		(252	)
Amortization of unrecognized prior service cost		57			57

Net periodic benefit cost	$	160		$	235

Cash flows — Our policy is to fund our plans at or above the minimum required by law. Details regarding 2009 contributions are as follows ( in thousands ):


	Defined benefit		Postretirement
	pension plans		health plans (1)

Net contributions during the sixteen weeks ended January 18, 2009	$	581	$	138
Remaining estimated net contributions during fiscal 2009	$	13,900	$	750


(1)		Net of Medicare Part D subsidy.

JACK IN THE BOX INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

7.		SHARE-BASED EMPLOYEE COMPENSATION

		*Compensation expense* — We offer share-based compensation plans to attract, retain, and motivate key officers, non-employee directors, and employees to work toward the financial success of the Company. The components of share-based compensation expense recognized in each period are as follows ( in thousands ):


	Sixteen Weeks Ended
	January 18,			January 20,
	2009			2008

Stock options	$	3,669		$	2,034
Performance-vested stock awards		(1,482	)		764
Nonvested stock awards		235			242
Deferred compensation for non-management directors		68			80

Total share-based compensation expense	$	2,490		$	3,120

		*Performance-vested stock awards* — In November 2008, we granted 117,840 performance-vested stock awards at a grant date price of $15.56. The awards represent the right to receive shares of common stock at the end of a three-year service period based on the achievement of performance goals for fiscal 2009. Also, in November 2008, we modified the performance periods and goals of our outstanding performance-vested stock awards to address challenges associated with establishing long-term performance measures. The modifications and changes to expectations regarding achievement levels resulted in a $2.2 million reduction in our expense.

8.		STOCKHOLDERS’ EQUITY

		*Repurchases of common stock* — In November 2007, the Board approved a program to repurchase up to $200.0 million in shares of our common stock over three years expiring November 9, 2010. We repurchased 0.8 million shares at an aggregate cost of $22.1 million during the first quarter of fiscal 2008. We did not repurchase any shares in the first quarter of 2009 and, as of January 18, 2009, the total remaining amount authorized for repurchase was $100.0 million, subject to certain limitations under our credit facility.

		*Comprehensive income* — Our total comprehensive income, net of taxes, was as follows ( in thousands ):


	Sixteen Weeks Ended
	January 18,			January 20,
	2009			2008

Net earnings	$	28,397		$	36,255

Net unrealized losses related to cash flow hedges		(4,353	)		(6,335	)
Tax effect		1,666			2,436

		(2,687	)		(3,899	)

Effect of amortization of unrecognized net actuarial losses and prior service cost		155			545
Tax effect		(59	)		(210	)

		96			335

Total comprehensive income	$	25,806		$	32,691

The components of accumulated other comprehensive loss, net of taxes, were as follows at the end of each period ( in thousands ):


	January 18,			September 28,
	2009			2008

Unrecognized periodic benefit costs, net of tax benefits of $10,461 and $10,520, respectively	$	(16,874	)	$	(16,970	)
Net unrealized losses related to cash flow hedges, net of tax benefits of $3,448 and $1,782, respectively		(5,562	)		(2,875	)

Accumulated other comprehensive loss	$	(22,436	)	$	(19,845	)

9.		AVERAGE SHARES OUTSTANDING

		Our basic earnings per share calculation is computed based on the weighted-average number of common shares outstanding. Our diluted earnings per share calculation is computed based on the weighted-average number of common shares outstanding adjusted by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued. Potentially dilutive common shares include stock options, nonvested stock awards, non-management director stock equivalents and shares issuable under our employee stock

JACK IN THE BOX INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

		purchase plan. Performance-vested stock awards are included in the average diluted shares outstanding each period if the performance criteria have been met at the end of the respective periods.

		The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding ( in thousands ):


	Sixteen Weeks Ended
	January 18,		January 20,
	2009		2008

Weighted-average shares outstanding — basic		56,592		59,523
Assumed additional shares issued upon exercise of stock options, net of shares reacquired at the average market price		530		1,103
Assumed vesting of nonvested stock, net of shares reacquired at the average market price		170		293
Performance-vested stock awards issuable		135		19

Weighted-average shares outstanding — diluted		57,427		60,938


Stock options excluded (1)		2,667		1,313
Performance-vested awards excluded (2)		159		354


(1)		Excluded from diluted weighted-average shares outstanding because their exercise prices, unamortized compensation and tax benefits exceeded the average market price of common stock for the period.

(2)		Excluded from diluted weighted-average shares outstanding because the number of shares issued is contingent on achievement of performance goals at the end of fiscal 2009.

10.		CONTINGENCIES AND LEGAL MATTERS

		*Legal matters* — We are subject to normal and routine litigation. In the opinion of management, based in part on the advice of legal counsel, the ultimate liability from all pending legal proceedings, asserted legal claims and known potential legal claims should not materially affect our operating results, financial position or liquidity.

11.		SEGMENT REPORTING

		Consistent with our vision of being a national restaurant company and based on the information used in managing the Company as a two-branded restaurant operations business, we operate our business in two operating segments, J ack in the B ox restaurant operations and Qdoba restaurant operations. This segment reporting structure reflects the Company’s management structure, internal reporting method, and financial information used in deciding how to allocate Company resources. Based upon certain quantitative thresholds, both operating segments are considered reportable segments.

		We measure and evaluate our segments based on segment earnings from operations. Summarized financial information concerning our reportable segments follows ( in thousands ):


	Sixteen Weeks Ended
	January 18,		January 20,
	2009		2008

Revenues by Segment:
Jack in the Box restaurant operations	$	645,037	$	663,221
Qdoba restaurant operations		40,113		33,385
Distribution operations		91,523		80,391

Consolidated revenues	$	776,673	$	776,997


Earnings from Operations by Segment:
Jack in the Box restaurant operations	$	50,070	$	63,496
Qdoba restaurant operations		3,120		2,919
Distribution operations		1,186		708

Consolidated earnings from operations	$	54,376	$	67,123

Interest income and expense and income taxes are not reported for our segments, in accordance with our method of internal reporting.

JACK IN THE BOX INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

12.		SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION

		Additional information related to cash flows is as follows ( in thousands ):


	Sixteen Weeks Ended
	January 18,		January 20,
	2009		2008

Cash paid during the year for:
Interest, net of amounts capitalized	$	11,843	$	8,636
Income tax payments	$	13,102	$	15,941

13.		FUTURE APPLICATION OF ACCOUNTING PRINCIPLES

		In September 2006, the FASB issued SFAS 157, Fair Value Measurements . SFAS 157 clarifies the definition of fair value, describes methods used to appropriately measure fair value, and expands fair value disclosure requirements. This statement applies under other accounting pronouncements that currently require or permit fair value measurements and is effective for fiscal years beginning after November 15, 2007, and interim periods within those years. We adopted the provisions of SFAS 157 for our financial assets and liabilities and have elected to defer adoption for our nonfinancial assets and liabilities until fiscal year 2010. We are currently in the process of assessing the impact that SFAS 157 may have on our consolidated financial statements related to our non-financial assets and liabilities.

		In December 2007, the FASB issued SFAS 141R, Business Combinations, which establishes accounting principles and disclosure requirements for all transactions in which a company obtains control over another business. SFAS 141R is effective for business combinations occurring in fiscal years beginning after December 15, 2008, which will require us to adopt these provisions for business combinations occurring in fiscal 2010 and thereafter. Early adoption of SFAS 141R is not permitted. We are currently evaluating the impact that SFAS 141R may have on any future business combinations we enter into.

		In March 2008, the FASB issued SFAS 161, Disclosures about Derivative Instruments and Hedging Activities, which amends SFAS 133 and expands disclosures to include information about the fair value of derivatives, related credit risks and a company’s strategies and objectives for using derivatives. SFAS 161 is effective for fiscal periods beginning on or after November 15, 2008. We are currently in the process of assessing the impact that SFAS 161 may have on the disclosures in our consolidated financial statements.

		In December 2008, the FASB issued FASB Staff Position FAS 132(R)-1 (FSP FAS 132(R)-1), Employers’ Disclosures about Postretirement Benefit Plan Assets , which expands the disclosure requirements about plan assets for pension plans, postretirement medical plans, and other funded postretirement plans. This FSP is effective for fiscal years ending after December 15, 2009. We are currently in the process of assessing the impact that FSP FAS 132(R)-1 may have on the disclosures in our consolidated financial statements.

		Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

All comparisons between 2009 and 2008 refer to the 16-week (“quarter”) periods ended January 18, 2009 and January 20, 2008, respectively, unless otherwise indicated.

For an understanding of the significant factors that influenced our performance during the quarterly periods ended January 18, 2009 and January 20, 2008, we believe our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Condensed Consolidated Financial Statements and related Notes included in this Quarterly Report as indexed on page two.

Our MD&A consists of the following sections:

	•		*Overview* — a general description of our business, the quick-service dining segment of the restaurant industry and fiscal 2009 highlights.

	•		*Financial reporting changes* — a summary of significant financial statement reclassifications, adjustments and new accounting pronouncements adopted.

	•		*Results of operations* — an analysis of our consolidated statements of earnings for the periods presented in our condensed consolidated financial statements.

	•		*Liquidity and capital resources* — an analysis of cash flows including capital expenditures, aggregate contractual obligations, share repurchase activity and known trends that may impact liquidity, and the impact of inflation.

	•		*Discussion of critical accounting estimates* — a discussion of accounting policies that require critical judgments and estimates.

	•		*New accounting pronouncements* — a discussion of new accounting pronouncements, dates of implementation and impact on our consolidated financial position or results of operations, if any.

	•		*Cautionary statements regarding forward-looking statements* — a discussion of the forward-looking statements used by management.

OVERVIEW

As of January 18, 2009, Jack in the Box Inc. (the “Company”) operated and franchised 2,170 J ack in the B ox quick-service restaurants, primarily in the western and southern United States, and 470 Qdoba Mexican Grill (“Qdoba”) fast-casual restaurants throughout the United States.

Our primary source of revenue is from retail sales at company-operated restaurants. We also derive revenue from sales of food and packaging to J ack in the B ox and Qdoba franchised restaurants and revenue from franchisees including royalties, based upon a percent of sales, franchise fees and rents. In addition, we recognize gains from the sale of company-operated restaurants to franchisees, which are presented as a reduction of operating costs and expenses in the accompanying condensed consolidated statements of earnings.

The quick-service restaurant industry is complex and challenging. Challenges presently facing the sector include higher levels of consumer expectations, intense competition with respect to market share, restaurant locations, labor, menu and product development, changes in the economy, including costs of commodities, and trends for healthier eating.

To address these challenges and others, management has a strategic plan focused on four key initiatives. The first initiative is a holistic reinvention of the Jack in the Box brand through menu innovation, upgrading guest service and re-imaging Jack in the Box restaurant facilities to reflect the personality of Jack — the chain’s fictional founder and popular spokesman. The second initiative is to expand franchising — through new restaurant development and the sales of company-operated restaurants to franchisees — to create a business model that is less capital intensive and not as susceptible to cost fluctuations. The third strategic initiative is to improve our business model as we transition to becoming a predominantly franchised company. The fourth initiative is a growth strategy that includes opening new restaurants and increasing same-store sales.

The following summarizes the most significant events occurring in fiscal 2009:

	•		*Restaurant Sales* . Sales at J ack in the B ox company-operated restaurants open more than one year (“same-store”) increased 1.7% in the quarter. Sales continued to improve in many of our major markets. Same-store sales were positive in California, Texas and Las Vegas during the quarter. Although still negative in Phoenix, same-store sales improved versus the prior quarter. System same-store sales at Qdoba restaurants decreased 1.1% in the quarter compared with a 4.5% increase a year ago as the economic environment continued to pressure consumer spending at restaurants with higher check averages.

	•		*Commodity Costs* . Our business has been impacted by pressures from increased commodity costs. In 2009, food and packaging costs were 120 basis points higher than last year. Looking forward, we expect overall commodity costs to moderate through the year, with a fiscal year increase of 3%-4%.

	•		*New Market Expansion.* We opened 16 new Jack in the Box restaurants in the quarter and continued expanding into new contiguous markets. Along with opening our first company-operated restaurant in Victoria, Texas, franchisees opened the first Jack in the Box restaurant in Colorado Springs, Colorado, and two Texas cities: Abilene and Wichita Falls. Qdoba franchisees have also entered into new markets in the quarter opening restaurants in Delaware and Minnesota. With the opening in Delaware, Qdoba now has a presence in 42 states.

	•		*Re-Image Program* . We continued to execute our strategic initiative to reinvent the Jack in the Box brand, which includes comprehensive enhancements to our restaurant facilities. During the first quarter, eight company restaurants and 30 franchised locations were fully re-imaged, bringing to 924 the total number of restaurants in the system, including new construction, that feature all interior and exterior elements of the program. As we said in November, we have accelerated the system-wide completion of exterior elements of this program and expect to complete this phase by the end of fiscal 2009. Exterior enhancements, including new paint schemes, lighting and landscaping, are now installed at 51% of the Jack in the Box system.

	•		*Franchising Program.* We continued to execute our strategic initiative to expand franchising through new restaurant development and sales of company-operated restaurants to franchisees. Despite tight credit markets, our refranchising efforts continued on pace with our expectations. In 2009, we refranchised 29 Jack in the Box restaurants, and Qdoba and Jack in the Box franchisees opened 19 restaurants. At January 18, 2009, approximately 39% of our Jack in the Box restaurants were franchised. Our long-term goal is to grow the percentage of franchise ownership to 70%-80% of the J ack in the B ox system which is more closely aligned with that of the QSR industry. We remain on track to reach our franchise ownership goals by the end of fiscal 2013.

RESULTS OF OPERATIONS

The following table sets forth, unless otherwise indicated, the percentage relationship to total revenues of certain items included in our condensed consolidated statements of earnings.


	Sixteen Weeks Ended
	January 18,			January 20,
	2009			2008

Statement of Earnings Data:
Revenues:
Restaurant sales		80.9	%		83.4	%
Distribution sales		11.8	%		10.3	%
Franchised restaurant revenues		7.3	%		6.3	%

Total revenues		100.0	%		100.0	%


Operating costs and expenses:
Restaurant costs of sales (1)		34.0	%		32.8	%
Restaurant operating costs (1)		51.4	%		50.1	%
Distribution costs of sales (1)		99.0	%		99.4	%
Franchised restaurant costs (1)		39.2	%		38.8	%
Selling, general and administrative expenses		11.7	%		11.6	%
Gains on sale of company-operated restaurants		(2.4	)%		(2.1	)%
Earnings from operations		7.0	%		8.6	%
Income tax rate (2)		40.0	%		37.7	%


(1)		As a percentage of the related sales and/or revenues.

(2)		As a percentage of earnings from continuing operations and before income taxes.

The following table summarizes the changes in the number of Jack in the Box and Qdoba company-operated and franchised restaurants:


	Sixteen Weeks Ended January 18, 2009									Sixteen Weeks Ended January 20, 2008
	Company			Franchised			Total			Company			Franchised			Total

Jack in the Box:
Beginning of period		1,346			812			2,158			1,436			696			2,132
New		12			4			16			6			4			10
Franchised		(29	)		29			—			(28	)		28			—
Closed		(3	)		(1	)		(4	)		(2	)		(2	)		(4	)

End of period		1,326			844			2,170			1,412			726			2,138

% of system		61	%		39	%		100	%		66	%		34	%		100	%

Qdoba:
Beginning of period		111			343			454			90			305			395
New		2			15			17			4			21			25
Acquired		22			(22	)		—			—			—			—
Closed		—			(1	)		(1	)		—			(6	)		(6	)

End of period		135			335			470			94			320			414

% of system		29	%		71	%		100	%		23	%		77	%		100	%

Consolidated:

Total system		1,461			1,179			2,640			1,506			1,046			2,552

% of system		55	%		45	%		100	%		59	%		41	%		100	%

Revenues

Company-operated restaurant sales decreased $19.1 million, or 2.9%, in the quarter compared with a year ago, primarily due to a decrease in the number of J ack in the B ox company-operated restaurants, reflecting the sale of company-operated restaurants to franchisees. This decrease was partially offset by an increase in the number of Qdoba company-operated restaurants and increases in per store average (“PSA”) sales at J ack in the B ox company-operated

restaurants. Same-store sales at J ack in the B ox company-operated restaurants increased 1.7% in the quarter compared with a year ago, reflecting price increases of approximately 1.9%.

Distribution sales to J ack in the B ox and Qdoba franchisees grew to $91.5 million in 2009 from $80.4 million in 2008, primarily reflecting an increase in the number of franchised restaurants serviced by our distribution centers.

Franchised restaurant revenues include royalties, rents and fees from restaurants operated by franchisees. Franchised restaurant revenue increased $7.6 million in 2009 to $56.5 million, due primarily to an increase in the number of franchised restaurants. The number of franchised restaurants increased to 1,179 at the end of the quarter from 1,046 a year ago, reflecting the franchising of Jack in the Box company-operated restaurants and new restaurant development by Qdoba and Jack in the Box franchisees. To a lesser extent, the leverage provided by higher same-store sales at Jack in the Box franchised restaurants and an increase in our average royalty rate (royalties as percentage of franchised restaurant sales) to 5.2% in 2009 from 5.1% a year ago also contributed to the overall increase.

Operating Costs and Expenses

Restaurant costs of sales, which include food and packaging costs, increased to $213.9 million, or 34.0% of restaurant sales, in 2009 compared with $212.8 million, or 32.8%, in 2008. Higher commodity costs, including beef, potatoes, shortening and bakery, were partially offset by selling price increases and lower costs for cheese, dairy and eggs. Beef costs, which represent the Company’s largest single commodity expense, increased by approximately 20% in the quarter.

Restaurant operating costs decreased to $323.3 million in 2009 from $324.5 million in 2008. As a percent of sales, restaurant operating costs were 51.4% in 2009 compared with 50.1% in 2008. The percent of sales increase was negatively impacted by higher depreciation resulting from the kitchen enhancements completed in fiscal 2008 and the ongoing re-image program at Jack in the Box , as well as higher rent and depreciation related to new restaurant development and sales deleverage at Qdoba. Slight increases in utilities and labor also contributed to the percent of sales increase.

Costs of distribution sales increased to $90.6 million in 2009 from $79.9 million in 2008, primarily reflecting an increase in the related sales. As a percentage of the related sales, these costs decreased to 99.0% in 2009 from 99.4% in 2008, due primarily to slightly higher selling prices.

Franchised restaurant costs, principally rents and depreciation on properties leased to J ack in the B ox franchisees, increased to $22.1 million in 2009 from $18.9 million in 2008, due primarily to an increase in the number of franchised restaurants. As a percentage of franchised restaurant revenues, franchised restaurant costs increased in the quarter to 39.2% in 2009 from 38.8% in 2008. The increased rate in the quarter primarily relates to the Company’s re-image contributions to franchisees of $1.1 million in 2009 and $0.3 million in 2008, which were recorded as a reduction of franchised restaurant revenue.

Selling, general and administrative expenses (“SG&A”) increased slightly to $90.8 million, or 11.7% of revenues, in 2009 from $90.1 million, or 11.6%, in 2008. In the quarter, market-driven losses incurred on our company-owned life insurance policies used to fund certain non-qualified retirement plans negatively impacted our SG&A rate by approximately 40 basis points compared to a year ago. These losses were partially offset by lower incentive compensation and a reduction in share-based compensation related to modifications made to our performance awards and changes to expectations regarding achievement levels.

Gains on the sale of company-operated restaurants to franchisees were $18.4 million from the sale of 29 Jack in the Box restaurants in 2009 compared with $16.3 million from the sale of 28 Jack in the Box restaurants in 2008. The change in gains relates to the number of restaurants sold and the specific sales and cash flows of those restaurants.

Interest Expense

Interest expense decreased $0.9 million in 2009 to $8.2 million from $9.1 million in 2008 due primarily to lower average interest rates compared to a year ago.

Interest Income

Interest income increased $0.2 million in 2009 to $0.5 million from $0.3 million in 2008 primarily reflecting interest earned on notes receivable from franchisees.

Income Taxes

The income tax provisions reflect effective tax rates of 40.0% in 2009 and 37.7% in 2008. The higher tax rate is attributable to market performance of insurance investment products used to fund certain non-qualified retirement

plans. Changes in the cash value of the insurance products are not includable in taxable income. We expect the annual tax rate for fiscal year 2009 to be approximately 40%. The final annual tax rate cannot be determined until the end of the fiscal year; therefore, the actual rate could differ from our current estimates.

Net Earnings and Net Earnings per Share from Continuing Operations

Net earnings from continuing operations in the quarter were $28.0 million, or $0.49 per diluted share, in 2009 compared to $36.3 million, or $0.60 per diluted share, in 2008.

Earnings from Discontinued Operations

As described in Note 2, Discontinued Operations , in the notes to the condensed consolidated financial statements, Quick Stuff’s results of operations have been reported as discontinued operations. Earnings (losses) from discontinued operations, net were $0.4 million and $(0.04) million in 2009 and 2008, respectively.

LIQUIDITY AND CAPITAL RESOURCES

General. Our primary sources of short-term and long-term liquidity are expected to be cash flows from operations, the revolving bank credit facility, the sale of company-operated restaurants to franchisees and the sale and leaseback of certain restaurant properties.

Our cash requirements consist principally of:

	•		working capital;

	•		capital expenditures for new restaurant construction, restaurant renovations and upgrades of our management information systems;

	•		income tax payments;

	•		debt service requirements; and

	•		obligations related to our benefit plans.

Based upon current levels of operations and anticipated growth, we expect that cash flows from operations, combined with other financing alternatives in place or available, will be sufficient to meet our capital expenditure, working capital and debt service requirements for the foreseeable future.

As is common in the restaurant industry, we maintain relatively low levels of accounts receivable and inventories and our vendors grant trade credit for purchases such as food and supplies. We also continually invest in our business through the addition of new units and refurbishment of existing units, which are reflected as long-term assets and not as part of working capital. As a result, we typically maintain current liabilities in excess of current assets that result in a working capital deficit.

Cash and cash equivalents decreased $26.1 million to $21.8 million at January 18, 2009 from $47.9 million at the beginning of the fiscal year. This decrease is primarily due to property and equipment expenditures and net repayments under our revolving credit facility. These uses of cash were offset in part by cash flows provided by operating activities, proceeds from the sale of restaurants to franchisees and collections of notes receivable. We generally reinvest available cash flows from operations to develop new restaurants or enhance existing restaurants, to repurchase shares of our common stock and to reduce debt.

Cash Flows. The table below summarizes our cash flows from operating, investing and financing activities for the 16-weeks ended January 18, 2009 and January 20, 2008. The cash flows from our Quick Stuff discontinued operations are not material to our condensed consolidated statements of cash flows ( in thousands ).


	Sixteen Weeks Ended
	January 18,			January 20,
	2009			2008

Total cash provided by (used in):
Operating activities	$	34,804		$	43,265
Investing activities		(34,623	)		(33,222	)
Financing activities		(26,280	)		(10,348	)

Decrease in cash and cash equivalents	$	(26,099	)	$	(305	)

Operating Activities . In 2009, operating cash flows decreased $8.5 million compared with a year ago primarily due to changes in working capital related to the timing of cash receipts and disbursements and a decrease in net earnings adjusted for non-cash items.

Qualified Pension Plan. As of June 30, 2008, the fair value of our qualified pension plan assets exceeded our projected benefit obligation by approximately $17 million. The fair value of the Company’s qualified pension plan assets declined approximately 20% from June 30, 2008 (our last measurement date) to December 31, 2008. Based on the funding status of the plan as of our last measurement date, we are not required to make a minimum contribution in 2009, however we are planning to make voluntary contributions of approximately $12.5 million.

Investing Activities . Cash flows used in investing activities increased $1.4 million in 2009 compared with a year ago primarily due to an increase in spending for new sites that we plan to sell and leaseback when construction is complete and a decrease in cash proceeds from the sale of company-operated restaurants to franchisees offset in part by collections on notes receivable and lower capital expenditures.

Capital Expenditures. Our capital expenditure program includes, among other things, investments in new locations, restaurant remodeling, new equipment, and information technology enhancements. We used cash of $52.8 million for purchases of property and equipment in 2009 compared with $58.0 million in 2008. The decrease in capital expenditures primarily relates to a kitchen enhancement project completed in the prior year.

In fiscal 2009, capital expenditures are expected to be approximately $175.0-$185.0 million, including investment costs related to the J ack in the B ox restaurant re-image program. The re-image program is an important part of the chain’s holistic brand-reinvention initiative and is intended to create a warm and inviting dining experience for Jack in the Box guests. We plan to open approximately 35 J ack in the B ox and 30 Qdoba company-operated restaurants in 2009.

Sale of Company-Operated Restaurants . We have continued our strategy of selling Jack in the Box company-operated restaurants to franchisees. In 2009, we generated cash proceeds and notes receivable of $23.9 million from the sale of 29 restaurants compared with $21.9 million in 2008 from the sale of 28 restaurants. At the end of fiscal year 2008 and in the first quarter of 2009, we provided bridge and mezzanine financing to facilitate the closing of certain refranchising transactions. The outstanding notes receivable related to temporary financing provided in fiscal 2008 was reduced during the quarter to approximately $1 million from $20 million owed at the end of the fiscal year. As of January 18, 2009, we had notes receivable outstanding of $6.3 million related to refranchising transactions. In fiscal year 2009, we expect cash flows of $80-$90 million from the sale of approximately 120-140 company-operated restaurants to franchisees.

Acquisition of Franchise-Operated Restaurants. In the first quarter of 2009, Qdoba acquired 22 franchise-operated restaurants for approximately $6.8 million, net of cash received. The total purchase price was allocated to property and equipment, goodwill and other income. The restaurants acquired are located in Michigan and Los Angeles, which we believe provides good long-term growth potential consistent with our strategic goals.

Financing Activities . Cash used in financing activities increased $15.9 million compared with a year ago primarily attributable to the repayment of borrowings under our revolving credit facility which exceeded the cash used in 2008 to repurchase shares of our common stock.

Credit Facility. Our credit facility is comprised of (i) a $150.0 million revolving credit facility maturing on December 15, 2011 and (ii) a term loan maturing on December 15, 2012, both bearing interest at London Interbank Offered Rate (“LIBOR”) plus 1.375 %. At January 18, 2009, we had borrowings under the revolving credit facility of $60.0 million, $415.0 million outstanding under the term loan and letters of credit outstanding of $37.0 million.

As part of the credit agreement, we may request the issuance of up to $75.0 million in letters of credit, the outstanding amount of which reduces the net borrowing capacity under the agreement. The credit facility requires the payment of an annual commitment fee based on the unused portion of the credit facility. The credit facility’s interest rates and the annual commitment rate are based on a financial leverage ratio, as defined in the credit agreement. Our obligations under the credit facility are secured by first priority liens and security interests in the capital stock, partnership and membership interests owned by us and (or) our subsidiaries, and any proceeds thereof, subject to certain restrictions set forth in the credit agreement. Additionally, the credit agreement includes a negative pledge on all tangible and intangible assets (including all real and personal property) with customary exceptions.

Interest Rate Swaps. To reduce our exposure to rising interest rates under our credit facility, we entered into two interest rate swaps that effectively converted $200.0 million of our variable rate term loan borrowings to a fixed-rate basis until April 1, 2010. These agreements have been designated as cash flow hedges under the terms of SFAS 133, Accounting for Derivative Instruments and Hedging Activities, with effectiveness assessed on changes in the present

value of the term loan interest payments. There was no hedge ineffectiveness in 2009 or 2008. Accordingly, changes in the fair value of the interest rate swap contracts were recorded, net of taxes, as a component of accumulated other comprehensive loss in the Company’s condensed consolidated balance sheet at the end of each reporting period.

Debt Covenants. We are subject to a number of covenants under our various debt instruments, including limitations on additional borrowings, acquisitions, loans to franchisees, capital expenditures, lease commitments, stock repurchases and dividend payments, as well as requirements to maintain certain financial ratios, cash flows and net worth. As of January 18, 2009, we complied with all debt covenants.

Debt Outstanding. Total debt outstanding decreased to $486.4 million at January 18, 2009 from $518.6 million at the beginning of the fiscal year due to our repayment of borrowings under our revolving credit facility. Current maturities of long-term debt increased $10.6 million due primarily to scheduled term loan principal payments.

Repurchases of Common Stock. In November 2007, the Board approved a program to repurchase up to $200.0 million in shares of our common stock over three years expiring November 9, 2010. We repurchased 0.8 million shares at an aggregate cost of $22.1 million during the first quarter of fiscal 2008. We did not repurchase any shares in the first quarter of 2009, and as of January 18, 2009, the total remaining amount authorized for repurchase was $100.0 million, subject to certain limitations under our credit facility.

Share-based Compensation. Proceeds from the issuance of common stock decreased $4.1 million in 2009 reflecting a decline in the exercise of employee stock options compared with 2008, which also resulted in a corresponding decrease in tax benefits from share based compensation. As options granted are exercised, the Company will continue to receive proceeds and a tax deduction, but the amount and the timing of these cash flows cannot be reliably predicted as option holders’ decisions to exercise options will be largely driven by movements in the Company’s stock price.

Off-Balance Sheet Arrangements . Other than operating leases, we are not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources. We finance a portion of our new restaurant development through sale-leaseback transactions. These transactions involve selling restaurants to unrelated parties and leasing the restaurants back.

DISCUSSION OF CRITICAL ACCOUNTING ESTIMATES

We have identified the following as our most critical accounting estimates, which are those that are most important to the portrayal of the Company’s financial condition and results and require management’s most subjective and complex judgments. Information regarding our other significant accounting estimates and policies are disclosed in Note 1 of our most recent Annual Report on Form 10-K filed with the SEC.

Share-based Compensation — We account for share-based compensation in accordance with SFAS 123R. Under the provisions of SFAS 123R, share-based compensation cost is estimated at the grant date based on the award’s fair-value as calculated by an option pricing model and is recognized as expense ratably over the requisite service period. The option pricing models require various highly judgmental assumptions including volatility, forfeiture rates, and expected option life. If any of the assumptions used in the model change significantly, share-based compensation expense may differ materially in the future from that recorded in the current or prior periods.

Retirement Benefits — We sponsor pension and other retirement plans in various forms covering those employees who meet certain eligibility requirements. Several statistical and other factors, which attempt to anticipate future events, are used in calculating the expense and liability related to the plans, including assumptions about the discount rate, expected return on plan assets and the rate of increase in compensation levels, as determined by us using specified guidelines. In addition, our outside actuarial consultants also use certain statistical factors such as turnover, retirement and mortality rates to estimate our future benefit obligations. The actuarial assumptions used may differ materially from actual results due to changing market and economic conditions, higher or lower turnover and retirement rates or longer or shorter life spans of participants. These differences may affect the amount of pension expense we record.

Self Insurance — We are self-insured for a portion of our losses related to workers’ compensation, general liability, automotive, medical and dental programs. In estimating our self-insurance accruals, we utilize independent actuarial estimates of expected losses, which are based on statistical analysis of historical data. These assumptions are closely monitored and adjusted when warranted by changing circumstances. Should a greater amount of claims occur compared to what was estimated or medical costs increase beyond what was expected, accruals might not be sufficient, and additional expense may be recorded.

Long-lived Assets — Property, equipment and certain other assets, including amortized intangible assets, are reviewed for impairment when indicators of impairment are present. This review includes a restaurant-level analysis that takes into consideration a restaurant’s operating cash flows, the period of time since a restaurant has been opened or remodeled, refranchising expectation, and the maturity of the related market. When indicators of impairment are present, we perform an impairment analysis on a restaurant-by-restaurant basis. If the sum of undiscounted future cash flows is less than the net carrying value of the asset, we recognize an impairment loss by the amount which the carrying value exceeds the fair value of the asset. Our estimates of future cash flows may differ from actual cash flows due to, among other things, economic conditions or changes in operating performance.

Goodwill and Other Intangibles — We also evaluate goodwill and intangible assets not subject to amortization annually or more frequently if indicators of impairment are present. If the determined fair values of these assets are less than the related carrying amounts, an impairment loss is recognized. The methods we use to estimate fair value include future cash flow assumptions, which may differ from actual cash flows due to, among other things, economic conditions or changes in operating performance. During the fourth quarter of fiscal 2008, we reviewed the carrying value of our goodwill and indefinite life intangible assets and determined that no impairment existed as of September 28, 2008.

Allowances for Doubtful Accounts — Our trade receivables consist primarily of amounts due from franchisees for rents on subleased sites, royalties and distribution sales. We continually monitor amounts due from franchisees and maintain an allowance for doubtful accounts for estimated losses. This estimate is based on our assessment of the collectibility of specific franchisee accounts, as well as a general allowance based on historical trends, the financial condition of our franchisees, consideration of the general economy and the aging of such receivables. We have good relationships with our franchisees and high collection rates; however, if the future financial condition of our franchisees were to deteriorate, resulting in their inability to make specific required payments, we may be required to increase the allowance for doubtful accounts.

Legal Accruals — The Company is subject to claims and lawsuits in the ordinary course of its business. A determination of the amount accrued, if any, for these contingencies is made after analysis of each matter. We continually evaluate such accruals and may increase or decrease accrued amounts, as we deem appropriate.

Income Taxes — We estimate certain components of our provision for income taxes. These estimates include, among other items, depreciation and amortization expense allowable for tax purposes, allowable tax credits, effective rates for state and local income taxes and the tax deductibility of certain other items. We adjust our annual effective income tax rate as additional information on outcomes or events becomes available.

Our estimates are based on the best available information at the time that we prepare the income tax provision. We generally file our annual income tax returns several months after our fiscal year-end. Income tax returns are subject to audit by federal, state and local governments, generally years after the returns are filed. These returns could be subject to material adjustments or differing interpretations of the tax laws.

NEW ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS 157, Fair Value Measurements . SFAS 157 clarifies the definition of fair value, describes methods used to appropriately measure fair value, and expands fair value disclosure requirements. This statement applies under other accounting pronouncements that currently require or permit fair value measurements and is effective for fiscal years beginning after November 15, 2007, and interim periods within those years. We adopted the provisions of SFAS 157 for our financial assets and liabilities and have elected to defer adoption for our nonfinancial assets and liabilities until fiscal year 2010. We are currently in the process of assessing the impact that SFAS 157 may have on our consolidated financial statements related to our non-financial assets and liabilities.

In December 2007, the FASB issued SFAS 141R, Business Combinations, which establishes accounting principles and disclosure requirements for all transactions in which a company obtains control over another business. SFAS 141R is effective for business combinations occurring in fiscal years beginning after December 15, 2008, which will require us to adopt these provisions for business combinations occurring in fiscal 2010 and thereafter. Early adoption of SFAS 141R is not permitted. We are currently evaluating the impact that SFAS 141R may have on any future business combinations we enter into.

In March 2008, the FASB issued SFAS 161, Disclosures about Derivative Instruments and Hedging Activities, which amends SFAS 133 and expands disclosures to include information about the fair value of derivatives, related

credit risks and a company’s strategies and objectives for using derivatives. SFAS 161 is effective for fiscal periods beginning on or after November 15, 2008. We are currently in the process of assessing the impact that SFAS 161 may have on the disclosures in our consolidated financial statements.

In December 2008, the FASB issued FASB Staff Position FAS 132(R)-1 (FSP FAS 132(R)-1), Employers’ Disclosures about Postretirement Benefit Plan Assets , which expands the disclosure requirements about plan assets for pension plans, postretirement medical plans, and other funded postretirement plans. This FSP is effective for fiscal years ending after December 15, 2009. We are currently in the process of assessing the impact that FSP FAS 132(R)-1 may have on the disclosures in our consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the federal securities law. Forward-looking statements use such words as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “goals,” “guidance,” “intend,” “plan,” “project,” “may,” “will,” “would,” and similar expressions. One can also identify them by the fact that they do not relate strictly to historical or current facts. These statements are based on management’s current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from expectations. You should not rely unduly on forward-looking statements. The Company cautions the reader that the following important factors and the important factors described in the company’s annual report on Form 10-K and other Securities and Exchange Commission filings, could cause the Company’s results to vary materially from those expressed in an forward-looking statement.

•		Any widespread negative publicity, whether or not based in fact, which affects consumer perceptions about the health, safety or quality of food and beverages served at our restaurants may adversely affect our results.

•		Recessionary economic conditions, including higher levels of unemployment, lower levels of consumer confidence and decreased consumer spending, could reduce traffic in our restaurants and impose practical limits on pricing, resulting in a negative impact on sales and profitability.

•		Costs may exceed projections, including costs for food ingredients, labor (including increases in minimum wage, workers compensation and other insurance and healthcare), fuel, utilities, real estate, insurance, equipment, technology, and construction of new and remodeled restaurants. Inflationary pressures affecting the cost of commodities, including speculation and increasing demand for soybeans, corn and other feed grains for use in producing agro fuels and other purposes, may adversely affect our food costs and our operating margins.

•		There can be no assurances that new interior and exterior designs, kitchen enhancements or new equipment will foster increases in sales at remodeled restaurants and yield the desired return on investment.

•		There can be no assurances that our growth objectives in the regional markets in which we operate restaurants will be met or that the new facilities will be profitable. Delays in development, sales softness and restaurant closures may have a material adverse effect on our results of operations. The development and profitability of restaurants can be adversely affected by many factors, including the ability of the Company and its franchisees to select and secure suitable sites on satisfactory terms, costs of construction, and general business and economic conditions. In addition, tight credit markets may negatively impact the ability of franchisees to fulfill their restaurant development commitments.

•		There can be no assurances that we will be able to effectively respond to aggressive competition from numerous and varied competitors (some with significantly greater financial resources) in all areas of business, including new concepts, facility design, competition for labor, new product introductions, promotions, (including value promotions) and discounting. Additionally, the trend toward convergence in grocery, deli, convenience store and other types of food services may increase the number of our competitors.

•		The realization of gains from the sale of company-operated restaurants to existing and new franchisees depends upon various factors, including sales trends, cost trends, and economic conditions. The financing market, including the cost and availability of borrowed funds and the terms required by lenders, can impact the ability of franchisee candidates to purchase franchises and can potentially impact the sales prices and number of franchises sold. The number of franchises sold and the amount of gain realized from the sale of an on-going business may

		not be consistent from quarter-to-quarter and may not meet expectations. As the number of franchisees increases, our revenues derived from royalties at franchised restaurants will increase, as well as the risk that revenues could be negatively impacted by defaults in payment of royalties. In addition, franchisee business obligations may not be limited to the operation of Jack in the Box restaurants, making them subject to business and financial risks unrelated to the operation of our restaurants. These unrelated risks could adversely affect a franchisee’s ability to make payments to us or to make payments on a timely basis.

•		The costs related to legal claims such as class actions involving employees, franchisees, shareholders or consumers, including costs related to potential settlement or judgments may adversely affect our results.

•		Changes in accounting standards, policies or practices or related interpretations by auditors or regulatory entities, including changes in tax accounting or tax laws may adversely affect our results.

•		The costs or exposures associated with maintaining the security of information and the use of cashless payments may exceed expectations. Such risks include increased investment in technology and costs of compliance with consumer protection and other laws.

•		Many factors affect the trading price of our stock, including factors over which we have no control, such as the current financial crisis, government actions, reports on the economy as well as negative or positive announcements by competitors, regardless of whether the report relates directly to our business.

•		Significant demographic changes, adverse weather, pressures on consumer spending, economic conditions such as inflation or recession or political conditions such as terrorist activity or the effects of war, or other significant events, particularly in California and Texas where nearly 60% of our restaurants are located; new legislation and governmental regulation; changes in accounting standards; the possibility of unforeseen events affecting the food service industry in general and other factors over which we have no control can each adversely affect our results of operation.

This discussion of uncertainties is by no means exhaustive, but is intended to highlight some important factors that may materially affect our results. We do not intend to update these forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary exposure to risks relating to financial instruments is changes in interest rates. Our credit facility, which is comprised of a revolving credit facility and a term loan, bears interest at an annual rate equal to the prime rate or LIBOR plus an applicable margin based on a financial leverage ratio. As of January 18, 2009, the applicable margin for the LIBOR-based revolving loans and term loan was set at 1.375%.

We use interest rate swap agreements to reduce exposure to interest rate fluctuations. At January 18, 2009, we had two interest rate swap agreements having an aggregate notional amount of $200.0 million expiring April 1, 2010. These agreements effectively convert a portion of our variable rate bank debt to fixed-rate debt and have an average pay rate of 4.875%, yielding a fixed-rate of 6.25% including the term loan’s applicable margin of 1.375%.

A hypothetical 100 basis point increase in short-term interest rates, based on the outstanding unhedged balance of our revolving credit facility and term loan at January 18, 2009 would result in an estimated increase of $2.8 million in annual interest expense.

Changes in interest rates also impact our pension expense, as do changes in the expected long-term rate of return on our pension plan assets. An assumed discount rate is used in determining the present value of future cash outflows currently expected to be required to satisfy the pension benefit obligation when due. Additionally, an assumed long-term rate of return on plan assets is used in determining the average rate of earnings expected on the funds invested or to be invested to provide the benefits to meet our projected benefit obligation. A hypothetical 25 basis point reduction in the assumed discount rate and expected long-term rate of return on plan assets would result in an estimated increase of $1.7 million and $0.6 million, respectively, in our future annual pension expense.

We are also exposed to the impact of commodity and utility price fluctuations related to unpredictable factors such as weather and various other market conditions outside our control. Our ability to recover increased costs through higher prices is limited by the competitive environment in which we operate. From time to time, we enter into futures and option contracts to manage these fluctuations. At January 18, 2009, we had two monthly natural gas swap agreements in place that represent approximately 42% of our total requirements for natural gas for the months of February and March.

ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the rules of the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act Rules 13a-15(e). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

There is no information required to be reported for any items under Part II, except as follows:

ITEM 1. LEGAL PROCEEDINGS

The Company is subject to normal and routine litigation. In the opinion of management, based in part on the advice of legal counsel, the ultimate liability from all pending legal proceedings, asserted legal claims and known potential legal claims should not materially affect our operating results, financial position and liquidity.

ITEM 1A. RISK FACTORS

This report contains forward-looking statements that reflect management’s expectations for the future and are subject to risks and uncertainties. These and other risk factors are discussed under the heading “Cautionary Statements Regarding Forward-Looking Statements” in this Form 10-Q and in our annual report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Dividends. We did not pay any cash or other dividends during the last two fiscal years with the exception of a stock split that was effected in the form of a stock dividend on October 15, 2007, with shareholders receiving an additional share of stock for each share held. We do not anticipate paying any dividends in the foreseeable future. Our credit agreement provides for a remaining aggregate amount of $97.4 million for the potential repurchase of our common stock and $50.0 million for the potential payment of cash dividends.

Stock Repurchases. In November 2007, the Board approved a program to repurchase up to $200.0 million in shares of our common stock over three years expiring November 9, 2010. As of January 18, 2009, the total remaining amount authorized for repurchase was $100.0 million.

ITEM 6. EXHIBITS


Number		Description

3.1		Restated Certificate of Incorporation, as amended, which is incorporated herein by reference from the registrant’s Annual Report on Form 8-K dated September 24, 2007.

3.1.1		Certificate of Amendment of Restated Certificate of Incorporation, which is incorporated herein by reference from the registrant’s Current Report on Form 10-K dated September 21, 2007.

3.2		Amended and Restated Bylaws, which are incorporated herein by reference from the registrant’s Current Report on Form 8-K dated August 4, 2008.

10.1		Credit Agreement dated as of December 15, 2006 by and among Jack in the Box Inc. and the lenders named therein, which is incorporated herein by reference from the registrant’s Current Report on Form 8-K dated December 15, 2006.

10.2		Collateral Agreement dated as of December 15, 2006 by and among Jack in the Box Inc. and the lenders named therein, which is incorporated herein by reference from the registrant’s Current Report on Form 8-K dated December 15, 2006.

10.3		Guaranty Agreement dated as of December 15, 2006 by and among Jack in the Box Inc. and the lenders named therein, which is incorporated herein by reference from the registrant’s Current Report on Form 8-K dated December 15, 2006.

10.4*		Amended and Restated 1992 Employee Stock Incentive Plan, which is incorporated herein by reference from the registrant’s Registration Statement on Form S-8 (No. 333-26781) filed May 9, 1997.

10.5*		Jack in the Box Inc. 2002 Stock Incentive Plan, which is incorporated herein by reference from the registrant’s Definitive Proxy Statement dated January 18, 2002 for the Annual Meeting of Stockholders’ on February 22, 2002.

10.5.1*		Form of Restricted Stock Award for certain executives under the 2002 Stock Incentive Plan, which is incorporated herein by reference from the registrant’s Quarterly Report on Form 10-Q for the quarter ended January 19, 2003.

10.6*		Amended and Restated Supplemental Executive Retirement Plan.

10.7*		Amended and Restated Bonus Plan effective October 2, 2000, which is incorporated herein by reference from the registrant’s Definitive Proxy Statement dated January 13, 2006 for the Annual Meeting of Stockholders on February 17, 2006.

10.8*		Amended and Restated Deferred Compensation Plan for Non-Management Directors effective November 9, 2006, which is incorporated herein by reference from the registrant’s Annual Report on Form 10-K for the year ended October 1, 2006.

10.9*		Amended and Restated Non-Employee Director Stock Option Plan, which is incorporated herein by reference from the registrant’s Annual Report on Form 10-K for the fiscal year ended Oct. 3, 1999.

10.10*		Form of Compensation and Benefits Assurance Agreement for Executives, which is incorporated herein by reference from the registrant’s Quarterly Report on Form 10-Q for the quarter ended July 9, 2006.

10.11*		Form of Indemnification Agreement between Jack in the Box Inc. and certain officers and directors, which is incorporated herein by reference from the registrant’s Annual Report on Form 10-K for the fiscal year ended September 29, 2002.

10.13*		Amended and Restated Executive Deferred Compensation Plan.

10.14(a)*		Schedule of Restricted Stock Awards which is incorporated herein by reference from the registrant’s Annual Report on Form 10-K for the year ended October 1, 2006.

10.15*		Executive Retention Agreement between Jack in the Box Inc. and Gary J. Beisler, President and Chief Executive Officer of Qdoba Restaurant Corporation, which is incorporated herein by reference from the registrant’s Quarterly Report on Form 10-Q for the quarter ended April 13, 2003.

10.16*		Amended and Restated 2004 Stock Incentive Plan, which is incorporated herein by reference from the registrant’s Current Report on Form 8-K dated February 24, 2005.


10.16.1*		Form of Restricted Stock Award for officers and certain members of management under the 2004 Stock Incentive Plan, which is incorporated herein by reference from the registrant’s Quarterly Report on Form 10-Q for the quarter ended July 8, 2007.


Number		Description

10.16.1(a)*		Form of Restricted Stock Award for certain executives of Qdoba Restaurant Corporation under the 2004 Stock Incentive Plan, which is incorporated herein by reference from the registrant’s Annual Report on Form 10-K for the year ended September 28, 2008.

10.16.2*		Form of Stock Option Awards under the 2004 Stock Incentive Plan, which is incorporated herein by reference from the registrant’s Quarterly Report on Form 10-Q for the quarter ended July 8, 2007.

10.16.2(a)*		Amended form of Stock Option Award for officers of Qdoba Restaurant Corporation under the 2004 Stock Incentive Plan, which is incorporated herein by reference from the registrant’s Annual Report on Form 10-K for the year ended September 28, 2008.

10.16.3*		Jack in the Box Inc. Non-Employee Director Stock Option Award Agreement under the 2004 Stock Incentive Plan, which is incorporated herein by reference from the registrant’s Current Report on Form 8-K dated November 10, 2005.

10.22*		Dr. David M. Theno’s Retirement and Release Agreement which is incorporated herein by reference from the registrant’s Annual Report on Form 10-K for the year ended September 28, 2008.

10.23*		Summary of Director Compensation effective fiscal 2007, which is incorporated herein by reference from the registrant’s Annual Report on Form 10-K for the year ended October 1, 2006.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*		Management contract or compensatory plan

ITEM 15(b) All required exhibits are filed herein or incorporated by reference as described in Item 15(a)(3).

ITEM 15(c) All supplemental schedules are omitted as inapplicable or because the required information is included in the consolidated financial statements or notes thereto.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized and in the capacities indicated.


	JACK IN THE BOX INC.
	By:	/S/ JERRY P. REBEL
		Jerry P. Rebel
		Executive Vice President and Chief Financial Officer (Principal Financial Officer) (Duly Authorized Signatory)

Date: February 18, 2009

Exhibit 10.6

JACK IN THE BOX INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As Amended and Restated Effective January 1, 2009)

Amended and Restated January 1, 2009

TABLE OF CONTENTS


		PAGE
ARTICLE I—PURPOSE; EFFECTIVE DATE		1

1.1 Purpose		1
1.2 Effective Date		1

ARTICLE II—DEFINITIONS		1

2.1 Actuarial Equivalent		1
2.2 Beneficiary		1
2.3 Board		1
2.4 Change in Control		1
2.5 Committee		2
2.6 Company		2
2.7 Compensation		2
2.8 Deferred Compensation Plan		3
2.9 Disability		3
2.10 Early Retirement Date		3
2.11 Final Average Compensation		3
2.12 Form of Payment Designation		3
2.13 401(k) Plan		3
2.14 Normal Retirement Date		3
2.15 Participant		4
2.16 Participation Agreement		4
2.17 Plan		4
2.18 Retirement		4
2.19 Retirement Plan		4
2.21 Target Benefit Percentage		4
2.22 Termination of Employment		4
2.23 Years of Service		4

ARTICLE III—PARTICIPATION		5

3.1 Eligibility and Participation		5
3.2 Change in Employment Status		5
3.3 Recovery from Disability		5

ARTICLE IV—SURVIVOR BENEFITS		6

4.1 Pretermination Survivor Benefit		6
4.2 Post-termination Survivor Benefit		6
4.3 Suicide; Misrepresentation		6

(i)

TABLE OF CONTENTS


		PAGE
ARTICLE V—SUPPLEMENTAL BENEFITS		7

5.1 Right to Supplemental Retirement Benefit		7
5.2 Normal Retirement Benefit		7
5.3 Early Retirement Benefit		7
5.4 Disability Retirement Benefit		8
5.5 Forfeiture of Benefits		8
5.6 Form of Payment		8
5.7 Change in Control		9
5.8 Commencement of Benefit Payments		9
5.9 Withholding; Payroll Taxes		10
5.9 Payment to Guardian		10

ARTICLE VI—BENEFICIARY DESIGNATION		10

6.1 Beneficiary Designation		10
6.2 Changing Beneficiary		10
6.3 Change in Marital Status		10
6.4 No Beneficiary Designation		11
6.5 Effect of Payment		11

ARTICLE VII—ADMINISTRATION		11

7.1 Committee; Duties		11
7.2 Agents		11
7.3 Binding Effect of Decisions		12
7.4 Indemnity of Committee		12
7.5 Election of Committee After Change in Control		12

ARTICLE VIII—CLAIMS PROCEDURE		12

8.1 Claim		12
8.2 Denial of Claim		12
8.3 Review of Claim		12
8.4 Final Decision		13

ARTICLE IX—TERMINATION, SUSPENSION OR AMENDMENT		13

9.1 Termination, Suspension or Amendment of Plan		13

ARTICLE X—MISCELLANEOUS		13

(ii)

TABLE OF CONTENTS


		PAGE
10.1 Unfunded Plan		13
10.2 Company Obligation		14
10.3 Unsecured General Creditor		14
10.4 Trust Fund		14
10.5 Nonassignability		14
10.6 Not a Contract of Employment		14
10.7 Protective Provisions		14
10.8 Governing Law		15
10.9 Validity		15
10.10 Notice		15
10.11 Successors		15

(iii)

JACK IN THE BOX INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As Amended and Restated Effective January 1, 2009)

ARTICLE I—PURPOSE; EFFECTIVE DATE

1.1 Purpose

The purpose of this Supplemental Executive Retirement Plan is to provide supplemental retirement benefits for certain key employees of the Company. It is intended that the Plan will aid in retaining and attracting individuals of exceptional ability by providing them with these benefits.

1.2 Effective Date

This Plan was originally effective April 2, 1990. This Amendment and Restatement is effective January 1, 2009.

ARTICLE II—DEFINITIONS

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

2.1 Actuarial Equivalent

“Actuarial Equivalent” means equivalence in value between two (2) or more forms and/or times of payment based on a determination by an actuary chosen by the Company. Effective September 30, 2007, the interest rate assumption shall be six percent (6%) per annum and the mortality assumption shall be the RP 2000 projected ten (10) years using Projection Scale AA. These assumptions may be changed from time to time by the Plan’s actuary with the approval of the Board.

2.2 Beneficiary

“Beneficiary” means the person, persons or entity as designated by the Participant, entitled under Article VI to receive any Plan benefits payable after the Participant’s death.

2.3 Board

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

2.4 Change in Control

“Change in Control” of the Company means, and shall be deemed to have occurred upon, the first to occur of any of the following events:

(a) Any “Person” (other than those Persons in control of the Company as of the Effective Date, or other than a trustee or other fiduciary holding securities under an employee benefit plan of the

PAGE 1 — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Company, or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) becomes the “Beneficial Owner” of securities of the Company representing fifty percent (50%) or more of (i) the then outstanding shares of the securities of the Company, or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (“Company Voting Stock”); or

(b) The majority of members of the Company’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the date of the appointment; or

(c) The stockholders of the Company approve: (i) a plan of complete liquidation of the Company; or (ii) an agreement for the sale or disposition of all or substantially all of the Company’s assets; or (iii) a merger, consolidation, or reorganization of the Company with or involving any other corporation, if immediately after such transaction persons who hold a majority of the outstanding voting securities entitled to vote generally in the election of directors of the surviving entity (or the entity owning 100% of such surviving entity) are not persons who, immediately prior to such transaction, held the Company Voting Stock.

However, in no event shall a “Change in Control” be deemed to have occurred, with respect to the Participant, if the Participant is part of a purchasing group which consummates the Change in Control transaction. The Participant shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Participant is an equity participant in the purchasing company or group (except for: (i) passive ownership of less than two percent (2%) of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group which is otherwise not significant, as determined prior to the Change in Control by a majority of the nonemployee continuing Directors).

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

2.5 Committee

“Committee” means committee appointed by the Board to administer the Plan pursuant to Article VII. The initial committee so designated by the Board shall be the Administrative Committee.

2.6 Company

“Company” means Jack in the Box Inc., a Delaware Corporation, and directly or indirectly affiliated subsidiary corporations, any other affiliate designated by the Board, or any successor to the business thereof.

2.7 Compensation

“Compensation” means the base salary payable to and bonus earned by a Participant by Company and considered to be “wages” for purposes of federal income tax withholding. Compensation shall be calculated before reduction for any amounts deferred by the Participant pursuant to the Company’s tax qualified plans which may be maintained under Section 401(k) or Section 125 of the Internal Revenue Code

PAGE 2 — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(the “Code”), or under the Deferred Compensation Plan as defined in Section 2.8. Inclusion of any other forms of Compensation are subject to Committee approval.

2.8 Deferred Compensation Plan

“Deferred Compensation Plan” means the Jack in the Box Inc. Capital Accumulation Plan for Executives, a nonqualified deferred compensation plan established by the Company for a select group of highly compensated and management employees of Company.

2.9 Disability

2.10 Early Retirement Date

“Early Retirement Date” means the date on which a Participant terminates employment with Company, if such termination date occurs on or after such Participant’s attainment of age fifty-five (55) and completion of ten (10) Years of Service, but prior to the Participant’s Normal Retirement Date.

2.11 Final Average Compensation

“Final Average Compensation” means the Participant’s average monthly Compensation during any five (5) calendar years in which the Participant’s Compensation is the highest out of the last ten (10) years of employment with Company. If the Participant has fewer than five (5) years of employment with Company, Final Average Compensation shall be determined based on the average of actual term of employment.

2.12 Form of Payment Designation

“Form of Payment Designation” means the form prescribed by the Committee and completed by the Participant, indicating the chosen form of payment for benefits payable under the Plan, as elected by the Participant.

2.13 401(k) Plan

“401(k) Plan” means the Jack in the Box Inc. Easy$aver Plus Plan or any successor defined contribution plan maintained by Company that qualifies under Section 401(a) of the Code by satisfying the requirements of Section 401(k) of the Code.

2.14 Normal Retirement Date

“Normal Retirement Date” means the date on which a Participant terminates employment with Company on or after attaining age sixty-two (62).

PAGE 3 — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

2.15 Participant

“Participant” means any employee who is eligible, pursuant to Section 3.1, to participate in this Plan, and who has not yet received full benefits hereunder.

2.16 Participation Agreement

“Participation Agreement” means the agreement filed by a Participant and approved by the Committee pursuant to Article III.

2.17 Plan

“Plan” means this Jack in the Box Inc. Supplemental Executive Retirement Plan, as may be amended from time to time.

2.18 Retirement

“Retirement” means a Participant’s Termination of Employment with Company at the Participant’s Early Retirement Date or Normal Retirement Date, as applicable.

2.19 Retirement Plan

“Retirement Plan” means the Jack in the Box Inc. Retirement Plan or any successor plan. For purposes of Section 5.2, “Retirement Plan” means any qualified defined benefit plan maintained by Company that qualifies under Section 401(a) of the Internal Revenue Code.

2.20 Supplemental Retirement Benefit

“Supplemental Retirement Benefit” means the benefit determined under Article V of this Plan.

2.21 Target Benefit Percentage

“Target Benefit Percentage” means the percentage of a Participant’s Final Average Compensation that will be used in determining the Participant’s Supplemental Retirement Benefit under Article V of this Plan. The Target Benefit Percentage is determined by multiplying sixty percent (60%) times a fraction, the numerator of which is the Participant’s Years of Service (not to exceed twenty (20)) and the denominator of which is twenty (20).

2.22 Termination of Employment

“Termination of Employment” means a “separation from service” as such term is defined in Section 409A of the Internal Revenue Code and regulations promulgated thereunder.

2.23 Years of Service

“Years of Service” means the number of years of service determined in accordance with the provisions of the Retirement Plan, whether or not the Participant is a participant in such plan.

PAGE 4 — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE III—PARTICIPATION

3.1 Eligibility and Participation

(a) Eligibility. Eligibility to participate in the Plan shall be limited to those select key employees of Company who are designated by management, from time to time, and approved by the Committee.

(b) Participation. An employee’s participation in the Plan shall be effective upon notification to the employee by the Committee of eligibility to participate, completion of a Participation Agreement and a Form of Payment Designation, and acceptance of each by the Committee. Subject to Section 3.2, participation in the Plan shall continue until such time as the Participant terminates employment with Company and as long thereafter as the Participant is eligible to receive benefits under this Plan.

(c) Participation Freeze Date. Notwithstanding any other provision of the Plan to the contrary, participation in the Plan is frozen effective January 1, 2007, and no employees who are not Participants on January 1, 2007 will become participants after January 1, 2007.

3.2 Change in Employment Status

If the Committee determines that a Participant’s employment performance is no longer at a level that deserves reward through participation in this Plan, but does not terminate the Participant’s employment with Company, participation herein and eligibility to receive benefits hereunder shall be limited to the Participant’s accrued interest in such benefits as of the date designated by the Board (“Participation Termination Date”). Such benefits shall be based solely on the Participant’s Years of Service and Compensation as of the Participation Termination Date; provided, however, that the Participant’s Years of Service after the Participant’s Participation Termination Date will be recognized solely for the limited purpose of determining whether the Participant has a nonforfeitable right to a benefit under Section 5.1 of this Plan. Notwithstanding the above, Participants who have a change in employment status, as described in this Section 3.2, and who terminate employment with Company within twenty-four (24) months following a Change in Control, shall be entitled to benefits as described in Section 5.7 of this Plan.

3.3 Recovery from Disability

A Participant will be considered to have a Recovery from Disability if (a) a Participant has a Termination of Employment due to Disability before the Participant has a nonforfeitable right to a benefit under Section 5.1 of this Plan and (b) the Disability ceases before the Participant’s right to a Disability retirement benefit under Section 5.4 becomes nonforfeitable. If the Participant is reemployed by the Company upon a Recovery from Disability, then the Participant’s participation in this Plan shall resume on reemployment if approved by the Committee; if not so approved, the Participant shall be treated as if a change in employment status under Section 3.2 of this Plan had occurred as of the Participant’s reemployment date. If the Participant is not reemployed by the Company upon a Recovery from Disability, the Participant shall no longer be considered Disabled for purposes of this Plan and the Participant’s benefit shall be forfeited under Section 5.5.

PAGE 5 — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE IV—SURVIVOR BENEFITS

4.1 Pretermination Survivor Benefit

If a Participant dies while employed by Company, or while Disabled but before attaining a nonforfeitable right to a Disability retirement benefit, Company shall pay a survivor benefit to the Participant’s Beneficiary as follows:

(a) Amount. The amount of the survivor benefit shall be one (1) times the Participant’s Compensation, which for purposes of this subsection shall be defined as annualized current base salary plus the average of the bonuses paid for the three (3) most recent completed fiscal years. If, however, the date of death is after the Participant has attained age 55 and completed 10 Years of Service but before the Participant has attained age 62, the amount of the survivor benefit shall be the greater of one (1) times the Participant’s Compensation or the Actuarial Equivalent lump sum present value of the Participant’s Supplemental Retirement Benefit, determined under Section 5.3, calculated as of the date of death and based on the Participant’s Final Average Compensation. Such benefit shall not be subject to any reduction of benefits for commencement before age 62 as provided under Section 5.8(a) below.

(b) Time and Form of Payment. The survivor benefit shall be paid to the Beneficiary within sixty (60) days following the death of the Participant in the form of a lump sum payment.

4.2 Post-termination Survivor Benefit

(a) Death Prior to Commencement of Benefits. If a Participant who has a nonforfeitable right to a Supplemental Retirement Benefit dies following a Termination of Employment but prior to the commencement of accrued benefits hereunder, the Company shall pay a survivor benefit to the Participant’s Beneficiary as follows:

(i) Amount. The amount of the survivor benefit shall be equal to the Actuarial Equivalent lump sum present value of the Participant’s interest in the Supplemental Retirement Benefit determined under Section 5.2 or 5.3, as applicable, calculated as of the time benefits would have commenced had the Participant survived.

(ii) Time and Form of Payment. The survivor benefit shall be paid to the Beneficiary within sixty (60) days following the death of the Participant in the form of a lump sum payment.

(b) Death After Commencement of Benefits. If a Participant dies following the Participant’s Termination of Employment and after payments have commenced, a survivor benefit will be paid only if, and to the extent, provided for under Section 5.6.

4.3 Suicide; Misrepresentation

No benefit shall be paid to a Beneficiary if the Participant’s death occurs as a result of suicide during the twenty-four (24) calendar months beginning with the calendar month following commencement of participation in this Plan. The Committee may also deny payment if death occurs within such twenty-four (24) months if the Participant has made a material misrepresentation in any form or document provided by the Participant to or for the benefit of Company.

PAGE 6 — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE V—SUPPLEMENTAL BENEFITS

5.1 Right to Supplemental Retirement Benefit

A Participant shall have a nonforfeitable right to a Supplemental Retirement Benefit described in this Article V upon the earlier of (1) the date such Participant attains age sixty-two (62) or (2) the date such Participant has attained age fifty-five (55) and has completed ten (10) Years of Service. Notwithstanding the foregoing, a Participant shall automatically have a nonforfeitable right to a Supplemental Retirement Benefit as of the date of such Participant’s death while employed by the Company (except as provided in Section 4.3 of this Plan).

5.2 Normal Retirement Benefit

If a Participant terminates employment with the Company on or after attaining age 62, the Company shall pay to the Participant a monthly Supplemental Retirement Benefit equal to the Participant’s Target Benefit Percentage multiplied by Final Average Compensation, less:

(a) The Participant’s benefit, under the Retirement Plan, in the form of a monthly single-life annuity, payable at Retirement;

(b) The Participant’s benefit from the 401(k) Plan relating to Company contributions, payable at Retirement, calculated as if the maximum Company contribution had been made during each year the Participant was eligible to defer Compensation, and assuming that those Company contributions had earnings at an annual rate of ten percent (10%), in the form of a monthly single-life annuity, payable at Retirement; and

(c) The Participant’s benefit from the Deferred Compensation Plan, including Earnings as defined in the Deferred Compensation Plan, relating to Company contributions, calculated as if the maximum Company contribution had been made during each year the Participant was eligible to defer Compensation, in the form of a monthly single-life annuity, payable at Retirement.

5.3 Early Retirement Benefit

If a Participant terminates employment with the Company before attaining age 62 and after the Participant has a nonforfeitable right to a Supplemental Retirement Benefit, the Company shall pay to the Participant a monthly Supplemental Retirement Benefit equal to the Participant’s Target Benefit Percentage multiplied by Final Average Compensation, less:

(a) The Participant’s benefit, under the Retirement Plan, payable at age sixty-two (62), in the form of a monthly single-life annuity;

(b) The Participant’s benefit from the 401(k) Plan relating to Company contributions, payable at age sixty-two (62), assuming no earnings on the 401(k) Plan account balance from the date of termination until Normal Retirement Date, and calculated as if the maximum Company contribution had been made during each year the Participant was eligible to defer Compensation, and assuming that those Company contributions had earnings to the date of termination at an annual rate of ten percent (10%), in the form of a monthly single-life annuity payable at age sixty-two (62); and

PAGE 7 — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(c) The Participant’s benefit from the Deferred Compensation Plan, including Earnings as defined in the Deferred Compensation Plan, relating to Company contributions payable at age sixty-two (62), assuming no earnings on the Deferred Compensation Plan account balance from the date of termination until Normal Retirement Date, and calculated as if the maximum Company contribution had been made during each year the Participant was eligible to defer Compensation, and assuming that those Company contributions had earnings to date of termination at the actual Deferred Compensation Plan annual rate, in the form of a monthly single-life annuity payable at age sixty-two (62).

5.4 Disability Retirement Benefit

If a Participant terminates employment with Company due to Disability before the Participant’s right to a Supplemental Retirement Benefit becomes nonforfeitable in accordance with Section 5.1, the benefit provided herein will continue to accrue, assuming the Participant’s last annualized rate of compensation continues unchanged and the Participant continues to earn Years of Service until the date the Participant either attains a nonforfeitable right to the benefit or forfeits the benefit.

The Participant shall attain a nonforfeitable right to a Disability retirement benefit on the date the Participant has both attained age fifty-five (55) and attained 10 Years of Service under the provisions of the Retirement Plan; provided, however, that if a Participant has less than five Years of Service at the time of incurring a Disability, then, for purposes of determining whether a Participant has attained 10 Years of Service under this paragraph, the provisions of the Retirement Plan for crediting service after a Participant incurs a Disability shall be applied without regard to the requirement that a Participant have five years of vesting service at the time the Participant incurs a Disability to be eligible for continued crediting of service during Disability.

5.5 Forfeiture of Benefits

If a Participant terminates employment with Company for a reason other than Disability or death before the Participant’s right to a Supplemental Retirement Benefit becomes nonforfeitable in accordance with Section 5.1, no benefit shall be due and payable under this Plan. Notwithstanding the foregoing, if a Participant involuntarily terminates employment with Company as a result of Change in Control, benefits will be as described in Section 5.7.

If a Participant terminates employment with Company due to Disability before the Participant’s right to a Supplemental Retirement Benefit becomes nonforfeitable in accordance with Section 5.1, the Participant’s Disability retirement benefit will not be forfeited unless and until the Participant recovers from Disability and is not reemployed as provided under Section 3.3.

5.6 Form of Payment

Except as provided in Section 5.7, the Supplemental Retirement Benefit shall be paid in the form of one of the Actuarial Equivalent annuities described below, specified by the Participant in the Form of Payment Designation. The forms of benefit payment are:

(a) A single-life annuity, which is the normal form of payment;

PAGE 8 — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(b) A one hundred percent (100%) Joint and Survivor annuity;

(d) Life and Ten (10) Year Certain annuity;

(e) Life and Five (5) Year Certain annuity; and

(f) any other method that qualifies as an “actuarially equivalent life annuity” within the meaning of Code Section 409A that the Committee may, from time to time, approve.

5.7 Change in Control

(a) Amount. If the Participant is involuntarily terminated or suffers a material diminution of duties or responsibilities, or has a material downward change of title within twenty-four (24) months following a Change in Control, the Participant shall be entitled to a monthly Supplemental Retirement Benefit as determined under Section 5.3 above, in the form of a lump sum Actuarial Equivalent.

(b) Form and Time of Payment. The benefit payable under this Section 5.7 shall be paid in three (3) equal annual installments (without interest on the declining principal) commencing within sixty (60) days following Termination of Employment, with each subsequent annual installment payable upon the anniversary date of the first payment. Such benefit shall not be subject to any reduction of benefits provided under Section 5.8(a) below, but shall be subject to the waiting period described in Section 5.8(b) below, to the extent applicable.

5.8 Commencement of Benefit Payments

(a) Payment of a Participant’s vested benefits shall commence within 60 days of the date of the Participant’s Termination of Employment; provided, however, that if a Participant terminates employment with Company due to Disability before the Participant’s right to a Supplemental Retirement Benefit becomes nonforfeitable in accordance with Section 5.1, the Participant’s benefits shall commence within 60 days of the date the Participant attains a nonforfeitable right to a Disability retirement benefit under Section 5.3. If payment commences prior to age sixty-two (62), then the Early Retirement Benefit shall be reduced five-twelfths (5/12) of one percent (1%) for each month by which such commencement of benefit payments precedes the Participant’s attainment of age sixty-two (62).

(b) Notwithstanding the foregoing, if the Participant is identified as a “specified employee” under Code Section 409A, as determined by the Company using an identification method described in the regulations or other guidance issued under Code Section 409A and documented in a duly authorized resolution of the committee of the Company authorized to make such determination, then, to the extent that a payment amount is required to be delayed for six months in order to comply with Code Section 409A, such payment amount shall be paid within 60 days after the end of the six-month period required under Code Section 409A.

PAGE 9 — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

5.9 Withholding; Payroll Taxes

Company shall withhold from payments hereunder any taxes required to be withheld from such payments under local, state or federal law. A Beneficiary, however, may elect not to have withholding of federal income tax pursuant to Section 3405(a)(2) of the Code, or any successor provision thereto.

5.9 Payment to Guardian

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

ARTICLE VI—BENEFICIARY DESIGNATION

6.1 Beneficiary Designation

Each Participant shall have the right, at any time, to designate one (1) or more persons or entity as Beneficiary (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of a Participant’s death prior to complete distribution to the Participant of the benefits due under the Plan. Each Beneficiary designation shall be in a written form prescribed by the Committee and shall be effective only when filed with the Committee during the Participant’s lifetime. Designation by a married Participant to the Participant’s spouse of less than a fifty percent (50%) interest in the benefit due shall not be effective unless the spouse executes a written consent that acknowledges the effect of the designation, or it is established that the consent cannot be obtained because the spouse cannot be located.

6.2 Changing Beneficiary

Any Beneficiary designation may be changed by an unmarried Participant without the consent of the previously named Beneficiary by the filing of a new Beneficiary designation with the Committee. A married Participant’s Beneficiary designation may be changed by a Participant with the consent of the Participant’s spouse as provided for in Section 6.1 above, by the filing of a new Beneficiary designation with the Committee. The filing of a new designation shall cancel all designations previously filed.

6.3 Change in Marital Status

If the Participant’s marital status changes after the Participant has designated a Beneficiary, the following shall apply:

(a) If the Participant is married at death but was unmarried when the designation was made, the designation shall be void unless the spouse has consented to it in the manner prescribed in Section 6.1 above.

(b) If the Participant is unmarried at death but was married when the designation was made:

PAGE 10 — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(i) The designation shall be void if the spouse was named as Beneficiary.

(ii) The designation shall remain valid if a nonspouse Beneficiary was named.

(c) If the Participant was married when the designation was made and is married to a different spouse at death, the designation shall be void unless the new spouse has consented to it in the manner prescribed in Section 6.1 above.

6.4 No Beneficiary Designation

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

(a) The Participant’s surviving spouse;

(b) The Participant’s children in equal shares, except that if any of the children predeceases the Participant but leaves issue surviving, then such issue shall take by right of representation the share the deceased child would have taken if living;

6.5 Effect of Payment

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

ARTICLE VII—ADMINISTRATION

7.1 Committee; Duties

The Plan shall be administered by the Committee, which shall consist of not less than three (3) persons appointed by the Board, except after a Change in Control as provided in Section 7.5. The Committee shall have the authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan and decide or resolve any and all questions, including interpretations of the Plan, as may arise in such administration. A majority vote of the Committee members shall control any decision. Members of the Committee may be Participants under this Plan.

7.2 Agents

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

PAGE 11 — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

7.3 Binding Effect of Decisions

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

7.4 Indemnity of Committee

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

7.5 Election of Committee After Change in Control

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

ARTICLE VIII—CLAIMS PROCEDURE

8.1 Claim

Any person or entity claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Plan (hereinafter referred to as “Claimant”) shall present the request in writing to the Committee, which shall respond in writing as soon as practicable.

8.2 Denial of Claim

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

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

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

8.3 Review of Claim

Any Claimant whose claim or request is denied or who has not received a response within sixty (60) days may request a review by notice given in writing to the Committee. Such request must be made within sixty (60) days after receipt by the Claimant of the written notice of denial, or in the event Claimant

PAGE 12 — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

has not received a response sixty (60) days after receipt by the Committee of Claimant’s claim or request. The claim or request shall be reviewed by the Committee which may, but shall not be required to, grant the Claimant a hearing. On review, the Claimant may have representation, examine pertinent documents, and submit issues and comments in writing.

8.4 Final Decision

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

ARTICLE IX—TERMINATION, SUSPENSION OR AMENDMENT

9.1 Termination, Suspension or Amendment of Plan

The Board may, in its sole discretion, terminate or suspend the Plan at any time, in whole or in part. The Board may amend the Plan at any time. Any amendment may provide different benefits or amounts of benefits from those herein set forth, to the extent permitted under Code Section 409A. However, no such termination, suspension or amendment shall adversely affect the benefits of Participants which have accrued prior to such action, the benefits of any Participant who has previously retired, or the benefits of any Beneficiary of a Participant who has previously died, except as otherwise determined by the Board under Section 10.1 with respect to any Participant.

Any termination of the Plan in accordance with the provisions of this Section 9.1 and any distributions of benefits in connection with such termination will be permitted only to the extent they comply with Code Section 409A and the regulations and other guidance issued thereunder.

Notwithstanding any other provision of the Plan to the contrary, but only to the extent permitted under the requirements of Code Section 409A and the regulations and other guidance issued thereunder, in the event that the Plan is terminated and benefits are paid out to all Participants in a lump sum, the Committee shall base the lump sum payments on the single premium purchase price for an insured annuity for the termination benefit. The termination benefit shall be equal to the benefit which has the greatest value to the Participant taking into account the potential early retirement benefit available under the Plan. The single premium shall be based on commercial annuities available from insurance companies which have a rating of A+ or higher using the A.M. Best Company rating scale.

ARTICLE X—MISCELLANEOUS

10.1 Unfunded Plan

This Plan is an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of “management or highly-compensated employees” within the meaning of Sections 201, 301, and 401 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and therefore is exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, the Board may terminate the Plan and make no further benefit payments, or remove certain employees as Participants if it is determined by the United States Department of Labor, a court of competent jurisdiction, or an

PAGE 13 — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

opinion of counsel that the Plan constitutes an employee pension benefit plan within the meaning of Section 3(2) of ERISA (as currently in effect or hereafter amended) which is not so exempt.

10.2 Company Obligation

The obligation to make benefit payments to any Participant under the Plan shall be an obligation solely of the Company with respect to the deferred Compensation receivable from, and contributions by Company, and shall not be an obligation of another employer.

10.3 Unsecured General Creditor

Except as provided in Section 10.4, Participants and Beneficiaries shall be unsecured general creditors, with no secured or preferential right to any assets of Company or any other party for payment of benefits under this Plan. Any property held by Company for the purpose of generating the cash flow for benefit payments shall remain its general, unpledged and unrestricted assets. Company’s obligation under the Plan shall be an unfunded and unsecured promise to pay money in the future.

10.4 Trust Fund

Company shall be responsible for the payment of all benefits provided under the Plan. At its discretion, Company may establish one (1) or more trusts, with such trustees as the Board may approve, for the purpose of providing for the payment of such benefits. Although such a trust shall be irrevocable, its assets shall be held for payment of all Company’s general creditors in the event of insolvency. To the extent any benefits provided under the Plan are paid from any such trust, Company shall have no further obligation to pay them. If not paid from the trust, such benefits shall remain the obligation of Company.

10.5 Nonassignability

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

10.6 Not a Contract of Employment

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

10.7 Protective Provisions

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

PAGE 14 — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

10.8 Governing Law

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

10.9 Validity

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

10.10 Notice

Any notice or filing required or permitted under the Plan shall be sufficient if in writing and hand delivered or sent by registered or certified mail. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Mailed notice to the Committee shall be directed to the Company’s address. Mailed notice to a Participant or Beneficiary shall be directed to the individual’s last known address in Company’s records.

10.11 Successors

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


		JACK IN THE BOX INC. ADMINISTRATIVE COMMITTEE
	By:
		Jerry P. Rebel
		Executive Vice President


	By:
		Phillip H. Rudolph
		Senior Vice President


	By:
		Harold L. Sachs
		Vice President


	By:
		Paul Melanson
		Vice President

PAGE 15 — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



	By:
		Mark Blankenship
		Vice President Dated: December 15, 2008

PAGE 16 — SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10.13

JACK IN THE BOX INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

As Amended and Restated Effective January 1, 2009

Effective January 1, 2009

TABLE OF CONTENTS


	PAGE
ARTICLE I—PURPOSE		1

ARTICLE II—DEFINITIONS		1

2.1 Account		1
2.2 Administrative Committee		1
2.3 Beneficiary		1
2.4 Board		1
2.5 Change in Control		1
2.6 Code		2
2.7 Company		2
2.8 Compensation		2
2.9 Deferral Election		3
2.10 Disability		3
2.11 Discretionary Contribution		3
2.12 Effective Date		3
2.13 Elected Deferred Compensation		3
2.14 Employer		3
2.15 Financial Hardship		3
2.16 Hardship Distribution		4
2.17 Matching Contribution		4
2.18 Participant		4
2.19 Participation Agreement		4
2.20 Plan		4
2.21 Plan Year		4
2.22 Scheduled Withdrawal		4
2.23 Supplemental Contribution		4
2.24 Transfer Contribution		4
2.25 Year of Service		5

ARTICLE III—PARTICIPATION AND DEFERRAL ELECTIONS		5

3.1 Eligibility and Participation		5
3.2 Deferral Elections		5
3.3 Commencement, Duration and Modification of Deferral Election		6

(i)

TABLE OF CONTENTS


	PAGE
ARTICLE IV—DEFERRED COMPENSATION ACCOUNTS		6

4.1 Accounts		6
4.2 Crediting of Deferrals		6
4.3 Termination Account		6
4.4 Scheduled Withdrawal Accounts		7
4.5 Matching Contribution Account		7
4.6 Discretionary Contribution Account		7
4.7 Supplemental Contribution Account		7
4.8 Transfer Contribution		7
4.9 Vesting of Accounts		7
4.10 Statement of Accounts		8

ARTICLE V—INVESTMENT AND EARNINGS		8

5.1 Plan Investments		8
5.2 Crediting Investment Gains and Losses		8

ARTICLE VI—PLAN BENEFITS		9

6.1 Distribution Options		9
6.2 Commencement of Benefits		9
6.3 Termination Benefits		10
6.4 Death Benefits		10
6.5 Scheduled Withdrawal		10
6.6 Hardship Distribution		11
6.7 Withholding and Payroll Taxes		11
6.8 Payment to Guardian		11

ARTICLE VII—BENEFICIARY DESIGNATION		11

7.1 Beneficiary Designation		11
7.2 Changing Beneficiary		12
7.3 No Beneficiary Designation		12
7.4 Effect of Payment		12

(ii)

TABLE OF CONTENTS


	PAGE
ARTICLE VIII—ADMINISTRATION		12

8.1 Committee; Duties		12
8.2 Agents		13
8.3 Binding Effect of Decisions		13
8.4 Indemnity of Committee		13
8.5 Election of Committee After Change in Control		13

ARTICLE IX—CLAIMS PROCEDURE		13

9.1 Claim		13
9.2 Denial of Claim		13
9.3 Review of Claim		14
9.4 Final Decision		14

ARTICLE X—AMENDMENT AND TERMINATION OF PLAN		14

10.1 Amendment		14
10.2 Company’s Right to Terminate		15

ARTICLE XI—MISCELLANEOUS		15

11.1 Unfunded Plan		15
11.2 Unsecured General Creditor		15
11.3 Trust Fund		15
11.4 Nonassignability		16
11.5 Not a Contract of Employment		16
11.6 Protective Provisions		16
11.7 Governing Law		16
11.8 Validity		16
11.9 Gender		16
11.10 Notice		16
11.11 Successors		17

APPENDIX A—GRANDFATHERED PRE-2005 PLAN PROVISIONS		18

(iii)

JACK IN THE BOX INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

ARTICLE I—PURPOSE

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

ARTICLE II—DEFINITIONS

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

2.1 Account

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

2.2 Administrative Committee

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

2.3 Beneficiary

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

2.4 Board

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

2.5 Change in Control

“Change in Control” of the Company means, and shall be deemed to have occurred upon, the first to occur of any of the following events:

(a) Any “Person” (other than those Persons in control of the Company as of the Effective Date, or other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) becomes the “Beneficial Owner” of securities of the Company representing fifty percent (50%) or more of (i) the then outstanding shares of the securities of the Company, or (ii) the combined

PAGE 1 — EXECUTIVE DEFERRED COMPENSATION PLAN

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

2.6 Code

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

2.7 Company

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

2.8 Compensation

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

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2.9 Deferral Election

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

2.10 Disability

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

2.11 Discretionary Contribution

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

2.12 Effective Date

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

2.12 Elected Deferred Compensation

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

2.13 Employer

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

2.15 Financial Hardship

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

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2.16 Hardship Distribution

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

2.17 Matching Contribution

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

2.18 Participant

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

2.19 Participation Agreement

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

2.20 Plan

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

2.21 Plan Year

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

2.22 Scheduled Withdrawal

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

2.23 Supplemental Contribution

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

2.24 Transfer Contribution

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

PAGE 4 — EXECUTIVE DEFERRED COMPENSATION PLAN

2.25 Year of Service

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

ARTICLE III—PARTICIPATION AND DEFERRAL ELECTIONS

3.1 Eligibility and Participation

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

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

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

3.2 Deferral Elections

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

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

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

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

PAGE 5 — EXECUTIVE DEFERRED COMPENSATION PLAN

3.3 Commencement, Duration and Modification of Deferral Election

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

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

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

ARTICLE IV—DEFERRED COMPENSATION ACCOUNTS

4.1 Accounts

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

4.2 Crediting of Deferrals

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

4.3 Termination Account

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

PAGE 6 — EXECUTIVE DEFERRED COMPENSATION PLAN

4.4 Scheduled Withdrawal Accounts

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

4.5 Matching Contribution Account

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

4.6 Discretionary Contribution Account

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

4.7 Supplemental Contribution Account

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

4.8 Transfer Contribution

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

PAGE 7 — EXECUTIVE DEFERRED COMPENSATION PLAN

4.9 Vesting of Accounts

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

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

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

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

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

4.10 Statement of Accounts

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

ARTICLE V—INVESTMENT AND EARNINGS

5.1 Plan Investments

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

5.2 Crediting Investment Gains and Losses

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

PAGE 8 — EXECUTIVE DEFERRED COMPENSATION PLAN

ARTICLE VI—PLAN BENEFITS

6.1 Distribution Options

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

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

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

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

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

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

6.2 Commencement of Benefits

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

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

PAGE 9 — EXECUTIVE DEFERRED COMPENSATION PLAN

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

6.3 Termination Benefits

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

6.4 Death Benefits

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

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

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

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

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

6.5 Scheduled Withdrawal

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

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

PAGE 10 — EXECUTIVE DEFERRED COMPENSATION PLAN

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

6.6 Hardship Distribution

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

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

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

6.7 Withholding and Payroll Taxes

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

6.8 Payment to Guardian

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

ARTICLE VII—BENEFICIARY DESIGNATION

7.1 Beneficiary Designation

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

PAGE 11 — EXECUTIVE DEFERRED COMPENSATION PLAN

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

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

7.2 Changing Beneficiary

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

7.3 No Beneficiary Designation

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

(a) The Participant’s surviving spouse;

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

7.4 Effect of Payment

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

ARTICLE VIII—ADMINISTRATION

8.1 Committee; Duties

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

PAGE 12 — EXECUTIVE DEFERRED COMPENSATION PLAN

8.2 Agents

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

8.3 Binding Effect of Decisions

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

8.4 Indemnity of Committee

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

8.5 Election of Committee After Change in Control

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

ARTICLE IX—CLAIMS PROCEDURE

9.1 Claim

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

9.2 Denial of Claim

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

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

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

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9.3 Review of Claim

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

9.4 Final Decision

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

ARTICLE X—AMENDMENT AND TERMINATION OF PLAN

10.1 Amendment

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

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

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

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

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

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

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

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

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

(e) Amendments are subject to the following limitations:

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

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

10.2 Company’s Right to Terminate

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

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

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

ARTICLE XI—MISCELLANEOUS

11.1 Unfunded Plan

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

11.2 Unsecured General Creditor

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

11.3 Trust Fund

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

PAGE 15 — EXECUTIVE DEFERRED COMPENSATION PLAN

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

11.4 Nonassignability

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

11.5 Not a Contract of Employment

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

11.6 Protective Provisions

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

11.7 Governing Law

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

11.8 Validity

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

11.9 Gender

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

11.10 Notice

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

PAGE 16 — EXECUTIVE DEFERRED COMPENSATION PLAN

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

11.11 Successors


		JACK IN THE BOX INC. ADMINISTRATIVE COMMITTEE
	By:
		Jerry P. Rebel
		Executive Vice President


	By:
		Phillip H. Rudolph
		Senior Vice President


	By:
		Harold L. Sachs
		Vice President


	By:
		Paul Melancon
		Vice President


	By:
		Mark Blankenship
		Vice President

		Dated: December 15, 2008

PAGE 17 — EXECUTIVE DEFERRED COMPENSATION PLAN

APPENDIX A
GRANDFATHERED PRE-2005 PLAN PROVISIONS

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

PAGE 18 — EXECUTIVE DEFERRED COMPENSATION PLAN

Exhibit 31.1

CERTIFICATION

I, Linda A. Lang, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of Jack in the Box Inc.;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Dated: February 18, 2009	/S/ LINDA A. LANG
	Linda A. Lang
	Chief Executive Officer and Chairman of the Board

Exhibit 31.2

CERTIFICATION

I, Jerry P. Rebel, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of Jack in the Box Inc.;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a.		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Dated: February 18, 2009	/S/ JERRY P. REBEL
	Jerry P. Rebel
	Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Linda A. Lang, Chief Executive Officer of Jack in the Box Inc. (the “Registrant”), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)		the Quarterly Report on Form 10-Q of the Registrant, to which this certification is attached as an exhibit (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

	(2)		the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.



Dated: February 18, 2009	/S/ LINDA A. LANG
	Linda A. Lang
	Chief Executive Officer

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Jerry P. Rebel, Chief Financial Officer of Jack in the Box Inc. (the “Registrant”), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)		the Quarterly Report on Form 10-Q of the Registrant, to which this certification is attached as an exhibit (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

	(2)		the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.



Dated: February 18, 2009	/S/ JERRY P. REBEL
	Jerry P. Rebel
	Chief Financial Officer

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