Offer Letter by and between Ryan Ostrom and Jack in the Box Inc., dated December 30, 2020

EX-10.2.21 2 ex102212021.htm EX-10.2.21 Document

Exhibit 10.2.21
December 30, 2020

Mr. Ryan Ostrom
[ ]

Congratulations! On behalf of Jack in the Box, I am pleased to confirm our offer to you for the position of Executive Vice President, Chief Marketing Officer (“CMO”) of Jack in the Box Inc. (the “Company”) with a start date of Monday, February 1, 2021. This offer is contingent upon completion of a favorable background check and satisfactory completion of the Directors & Officers Questionnaire (“D&O Questionairre”).

Orientation: You will be contacted to schedule your virtual new hire orientation during your first week. Please Note: You will need to provide original documents to complete section 2 of the Form I9.

Base Compensation: Your annual salary will be $480,000, paid on a bi-weekly basis equal to $18,461.54 per pay period.

Annual Incentive (Bonus) beginning FY 2021: Beginning with the Company’s fiscal year 2021 (which began September 28, 2020), you will be eligible to participate in the annual Performance Incentive Program for Jack in the Box executive officers with incentive payments based on attainment of Company performance targets for the fiscal year. Any incentive payment for fiscal 2021 will be prorated based on the number of full weeks of your employment during the fiscal year.

The target annual incentive potential for the CMO position is 60% of base salary, payable as a lump sum cash payment. To be eligible to receive payment, you must be employed at the time of payment, and be an active employee of the Company for six or more consecutive accounting periods (24 weeks) during the fiscal year.

Long-Term Incentive (LTI) beginning FY 2021: As CMO, you will be eligible to receive an annual long-term incentive stock grant equal to an LTI value of $600,000 at grant, with the number of shares determined by reference to the 60-day average closing stock price of Jack in the Box common stock as of the grant date.

For fiscal 2021, the grant award will be comprised of 50% performance share units (PSUs) with vesting contingent on achievement of performance goals over a 3-fiscal year performance period, and 50% restricted stock units (RSUs) that vest 25% per year over four years. Fifty-percent of the after-tax net shares resulting from the vesting of PSUs and RSUs are subject to a holding requirement until termination of service. Your FY 2021 grant will be effective on the second Monday following your start date.

All future long-term incentive stock grants will typically occur in November or December each year and are subject to approval by the Company’s Board of Directors and/or Compensation Committee

thereof (the “Board”) and the terms and provisions of the Jack in the Box Inc. Stock Incentive Plan and award agreements.

Stock Ownership Guideline: You will be subject to a stock ownership requirement equal to 3.0x your annual salary to be achieved within 5-years from your start date.

New Hire One-Time Cash Payments:
You will receive a one-time cash bonus of $200,000, subject to required tax withholding (the “Sign-On New Hire Bonus”), and payable within two weeks from your start date. In the event that prior to the two year anniversary of your start date with the Company either (i) you resign your employment with the Company for any reason or (ii) the Company terminates your employment for Cause (as defined in the Executive Severance Plan referenced below), in either case, you will be required to repay the full amount of the Sign-On New Hire Bonus to the Company within thirty (30) days of your cessation of employment with the Company.

Executive Employee Severance Program
You will be eligible to participate in the Jack in the Box Inc. Severance Plan for Executive Officers, as described in the Company’s Current Report on Form 8-K filed March 4, 2020.

Change in Control Assurance (“CIC”)
You will be eligible to enter into the company’s Compensation and Benefits Assurance Agreement for Executives, which will provide for benefits in the event of a CIC for the Executive Vice President level at 2.5x multiple of salary/annual incentive and 30 months COBRA coverage.

Deferred Compensation Programs:
401(k) Plan - You will be eligible to participate in the Company’s 401(k) plan (the “Easy$aver Plus Plan”). The 401(k) plan is a tax-qualified savings plan in which you can defer a portion of your pay (salary and annual incentive). The Company will match 100% of your deferrals up to 4% of pay. Deferrals in the 401(k) plan are subject to Internal Revenue Code (IRC) annual limits.

EDCP Plan - You will also be eligible to participate in the Executive Deferred Compensation Plan (EDCP) which is a non-qualified, pre-tax deferred compensation plan that allows for deferrals not subject to IRC limits. This plan is subject to 409A and therefore you will be notified when you may elect to enroll in the EDCP. At the end of each calendar year, you may receive an annual restoration matching contribution if your deferrals to the 401(k) (and related Company matching contributions) are limited due to tax code limits applicable to the 401(k) Plan.

Health & Welfare Benefits:
You are eligible to participate in the Jack in the Box health plans which include medical, dental, and vision plans. These plans are contributory on a pre-tax basis and provide several choices of coverage for you and your family. Your health benefits eligibility date is the 1st day of the calendar month coincident with or following 30 days of service.

The Company provides employer-paid term life insurance, and as an officer of the Company, you will receive an enhanced level with a total life insurance value equal to $770,000. You may also elect to participate in other life and disability programs.

Vacation/Sick Program:
As CMO, you will not accrue vacation time; time off may be taken as needed and with consideration of the needs of the business. You will accrue six days per year of sick time which may be carried over each year to a maximum of 60 days.

To support your move to San Diego, California, you will be contacted by Plus Relocation. They will review our policy with you and coordinate your move. Please note that our Relocation Policy specifies the applicable rules including situations where it may be necessary to repay a pro-rated amount of the relocation costs. If you have any questions about the policy, please contact Susan Pettijohn in HR at [ ]. We also suggest you consult with your personal tax advisor regarding relocation.

Note: All programs described in this offer letter are subject to the terms of provisions of the plans which are subject to change at the absolute discretion of the Company and are not guaranteed in any way. To the extent the terms of any plan or policy differ from what is in this letter, the plan or policy will determine the right and the amount of any benefits.

Employment Conditions:
This offer is contingent upon our receipt of various pre-employment screening elements including, but not limited to: educational record as you have stated on your application and/or resume; background check results; and references. You will be notified once we have successfully completed all components of the pre-employment process.

Jack in the Box Inc. requires as a condition of employment that new employees agree to keep certain business information confidential, and also to submit disputes to binding arbitration. As part of your orientation, you will be required to sign our Confidentiality Agreement and Dispute Resolution Agreement.

You should also know that it is the policy of Jack in the Box Inc. that the employment relationship is one of “at will.” This simply means that either party – you or the Company – may terminate the employment at any time, with or without cause.

Notice of Rights Pursuant to Section 7 of the Defend Trade Secrets Act (DTSA) – Notwithstanding any provisions in this agreement or company policy applicable to the unauthorized use or disclosure of trade secrets, you are hereby notified that, pursuant to Section 7 of the DTSA, you cannot be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law. You also may not be held so liable for such disclosures made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, individuals who file a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

Reporting to Governmental Agencies – Additionally, nothing in this Agreement prevents me from filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). I understand this Agreement does not limit my ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company.

Your signature below will be your acknowledgement that you have read, understood and agree to the above information, including that you are an “at will” employee. Please sign and return this copy as soon as possible to Melissa Corrigan, SVP, Chief Human Resources Officer; contact number is [ ].

Please keep this offer confidential until we have determined when we will publicly announce.

We look forward to you joining Jack in the Box Inc. as our new CMO, congratulations!


Darin Harris
Chief Executive Officer
Jack in the Box Inc.