UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 24, 2005
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JACK IN THE BOX INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-9390 95-2698708
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
9330 BALBOA AVENUE, SAN DIEGO, CA 92123
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(Address of principal executive offices) (Zip Code)
(858)571-2121
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
| | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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When granting restricted stock pursuant to its shareholder-approved
2004 Stock Incentive Plan (filed as Exhibit 10.16 to the Jack in the Box Inc.
Quarterly Report on Form 10-Q for the quarter ended July 4, 2004) Jack in the
Box may use two forms of restricted stock award agreements: the form of
restricted stock award agreement previously filed as Exhibit 10.14 to the Jack
in the Box Inc. Quarterly Report on Form 10-Q for the quarter ended January 18,
2003, and the form of restricted stock award agreement attached hereto as
Exhibit 99.1.
On October 24, 2005, the Jack in the Box Compensation Committee
approved a bonus program for the executive officers of the Company (other than
the executive officer of the Company's wholly owned subsidiary Qdoba Restaurant
Corporation) for fiscal year 2006 as contemplated under the stockholder-approved
Performance Bonus Plan. The bonus will be based 75% on meeting certain
earnings-per-share ("EPS") goals and 25% on meeting certain
return-on-invested-capital ("ROIC") goals. The Compensation Committee
established threshold, targeted and maximum levels of EPS growth and ROIC growth
derived from the financial forecasts of the Company. No bonus payments are to be
made unless the threshold level of EPS growth and ROIC growth are achieved. If
target levels are achieved the executive officers will receive bonus payments
equal to 75% (CEO) or 45-65% (other executives) of base salary. If targets are
exceeded, each executive officer may earn a maximum bonus of up to 150% (CEO) or
90-135% (other executives) of base salary.
A separate bonus program was approved for the executive officer of
Qdoba Restaurant Corporation for fiscal year 2006 under the stockholder-approved
Performance Bonus Plan. The bonus will be based on meeting certain goals for
earnings before interest, taxes, depreciation and amortization ("EBITDA") for
Qdoba. The Compensation Committee established threshold, targeted and maximum
levels of EBITDA derived from the financial forecasts for Qdoba. No bonus
payments are to be made unless the threshold level of EBITDA growth is achieved.
If the target levels are achieved, the executive officer will receive bonus
payments equal to 50% of base salary. If the target levels are exceeded, the
executive officer may earn a maximum bonus of up to 125% of base salary.
The Jack in the Box Compensation Committee approved a long-term
performance unit program for management employees of its wholly owned
subsidiary, Qdoba Restaurant Corporation, including the Qdoba executive officer.
Under this program, established pursuant to the stockholder-approved 2004 Stock
Incentive Plan, "performance units" are granted to participants at the beginning
of a three-year performance period. The performance units will vest three years
from date of grant contingent upon the achievement of certain performance goals.
The Compensation Committee has established goals for the performance period
fiscal year 2006 through fiscal year 2008 for per-store average sales,
restaurant operating margin and number of restaurants open at the end of the
three-year period. Awards may range from 0% to 120% of performance units granted
and are converted to a cash value of $1 per performance unit. Additional
Performance Unit Programs may be implemented each fiscal year with performance
periods which overlap the performance periods of earlier programs.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(C) EXHIBITS
The following exhibits are furnished with this Report:
Exhibit
No. Description
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99.1 Jack in the Box Inc. Restricted Stock Award Agreement
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JACK IN THE BOX INC.
By: JERRY P. REBEL
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Jerry P. Rebel
Executive Vice President
Chief Financial Officer
(Principal Financial Officer)
(Duly Authorized Signatory)
Date: October 27, 2005