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Executive Retention Agreement - Jack in the Box Inc. and Gary J. Beisler

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                          EXECUTIVE RETENTION AGREEMENT

     THIS  RETENTION  AGREEMENT  ("Agreement")  is  made as of the  21st  day of
January,  2003, by and between Jack in the Box Inc., a Delaware corporation (the
"Company"),  and Gary J. Beisler  ("Executive") in connection with the Company's
acquisition  of Qdoba  Restaurant  Corporation  ("Qdoba")  by the  Company  (the

     1. EMPLOYMENT. The Company hereby agrees to employ Executive, and Executive
hereby agrees to be employed by the Company,  during the term of this Agreement,
as President and Chief Executive  Officer of Qdoba Restaurant  Corporation,  its
wholly-owned  subsidiary.  Executive will perform the duties normally associated
with those  offices  and such other  duties not  inconsistent  therewith  as are
reasonably assigned to him by the Chief Executive Officer (CEO) of the Company.

     2. RESPONSIBILITIES  OF  EMPLOYMENT.  During  the  term of his  employment,

        (a) shall diligently and faithfully  serve the Company in the capacities
described  above,  and shall devote his best efforts and full  business time and
attention to the advancement of the Company's interests;

        (b) shall diligently and faithfully carry out the policies, programs and
directions of the CEO of the Company;

        (c) shall fully cooperate with such other officers of the Company as may
be elected or appointed by the CEO of the Company; and

        (d) shall report to the CEO of the Company.

     3. COMPENSATION.  The Company will  compensate  Executive for his  services
during the term of this Agreement as follows:

        (a) Base  Compensation.  The Company  shall pay to  Executive as initial
minimum base compensation during Qdoba's 2003 Fiscal Year (terms capitalized but
not  otherwise  defined  are used as  defined in Exhibit A) salary at the weekly
rate of $4,326.92,  annualized to $225,000 per year,  payable in accordance with
the Company's normal payroll schedule.  Executive's salary for subsequent Fiscal
Years shall be determined by the Company's CEO.

        (b) Bonus. For Fiscal Year 2003, Executive shall have the opportunity to
earn a bonus based on agreed  performance  levels  measured by Qdoba's  Earnings
Before  Interest,  Taxes,  Depreciation  and  Amortization  (EBITDA) for Qdoba's
fiscal year 2003 and will be calculated as follows:


        Level                  Bonus                   EBITDA (in millions)
        -------        --------------------           --------
        Level 1          0% of Base Salary             $ 2.00
        Level 2         15% of Base Salary             $ 2.25
        Level 3         30% of Base Salary             $ 2.50
        Level 4         50% of Base Salary             $ 2.75
        Level 5         75% of Base Salary             $ 3.10
        Level 6        100% of Base Salary             $ 3.50
        Level 7        125% of Base Salary             $ 4.00

Bonus will be prorated between levels but may not exceed 125% of base salary.

Executive's  bonus  opportunity for subsequent Fiscal Years shall be established
annually  by the  Company,  after  consultation  with  Executive,  and  shall be
communicated  to  Executive  in writing  not later than 60 days after the Fiscal
Year in respect of which the bonus may be earned.  Any bonus  payable under this
Agreement  shall  be  paid  to  Executive  in a  single  lump  sum,  subject  to
appropriate withholding and payroll tax deductions,  not later than the 30th day
of the Fiscal Year immediately following the year in which the bonus is earned.

        (c) Benefits.  Executive shall be entitled to continue his participation
in all benefit plans maintained by Qdoba Restaurant Corporation, including (with
out limitation) the health and life insurance  plan, dental plan, vacation plan,
flexible spending account and the short- and long-term disability plans with the
cancer and critical illness plan. The terms of any such plan shall be determined
in the sole discretion of the Company; provided,  however, that the Company will
cause any benefit  provided to Executive on the date  immediately  preceding the
effective date of the Acquisition to be continued on a substantially  equivalent
basis until  September 30, 2003.  During the term of this  Agreement,  Executive
will be  entitled  to the  additional  benefits  under  the  following  plans or

                (i)    The  Jack  in  the Box Retirement  Plan  which is a  non-
contributory  defined  benefit plan  providing an annual  single life pension at
retirement equal to 1%(all service) of final average pay (FAP)(high  consecutive
five of the last 10  years),  plus .4%  (maximum  35 years)  of FAP in excess of
covered compensation (average of participant's Social Security taxable wage base
for the 35 year period ending in the year the participant attains or will attain
Social  Security  retirement age) times years of service.  Participation  in the
Plan is  automatic  upon  completion  of one year of service and vesting  occurs
after five years of service.

                (ii)   The  Jack in  the Box Supplemental  Executive  Retirement
Plan (SERP) under which a  participant  receives additional retirement benefits.
SERP  benefits  are  payable   if   the  single  life   equivalent  of  Company-
sponsored  plans (JIB  Retirement; EDCP) is less than 60% of final  average  pay
(FAP) (Average  of highest 5 of last 10 years) times  service divided by twenty.

                (iii)  As a highly compensated employee,  Executive is  eligible
to participate in the Executive Deferred  Compensation  Plan  (EDCP)  which is a
non-qualified,  pre-tax deferred contribution plan.  Participants may contribute
up to 50% of base  salary  and 100%  (with  applicable  taxes) of bonus in whole
percentages. The Company matches 100% of the first 3% of deferred base and bonus
pay. The plan is unfunded.

                (iv)   Executive  is   eligible  for   the   Executive   Medical
Reimbursement Plan, which  reimburses deductible, co-insurance and amounts above
the usual and customary limits, for services covered under the Choice Plus Plan.

        (d) Reimbursement  of   Expenses.   Executive   shall   be  entitled  to
reimbursement  of  ordinary  and necessary  out-of-pocket   expenses  reasonably
incurred by him on behalf of the Company in the course of performing  his duties
hereunder,  upon furnishing appropriate  documentation relative to such expenses
in form and substance  satisfactory  to the Company and subject to the Company's
expense reimbursement policies as in effect from time to time.

        (e)  Vacations. Executive shall be entitled to three weeks paid vacation
each Fiscal Year,  subject to Qdoba's general  vacation policy as in effect from
time to time.

        (f)  Automobile  Allowance.  Executive will be paid a $12,000 yearly car
allowance,  payable  quarterly  and  shall  be  responsible  for  operating  and
maintenance expenses.

     4. EQUITY-BASED  COMPENSATION.  Subject  to the  approval of the  Company's
Board of  Directors,  Company  and  Executive  shall  enter into a Stock  Option
Agreement  of even  date  herewith  pursuant  to which  the  Company  grants  to
Executive  options to purchase up to 20,000 shares of the Company's common stock
pursuant to the 2002 Employee Stock Incentive Plan. Such Stock Option  Agreement
shall provide  vesting in equal  installments  while Executive is an employee of
the Company or any of its  Affiliates  over a four-year  period that begins with
the Effective  Date of this Agreement and a per share exercise price that is the
closing  price  for a share  of the  Company's  common  stock on the NYSE on the
Effective Date of the  Agreement.  Also subject to the approval of the its Board
of Directors,  the Company shall grant Executive  25,000 shares of the Company's
restricted  stock  subject  to the  terms of the Jack in the Box Inc.  Executive
Stock Ownership Plan.

     5. TERM.   The  initial  term  of this  Agreement  shall  be for two  years
commencing on the closing of the Qdoba acquisition.  Thereafter,  this Agreement
may, at the option of the Company, be renewed for an additional one-year term.

     6. SEVERANCE.  If  Executive's  employment  with the Company is  terminated
before the end of the term of this Agreement or any renewal thereof, the Company
shall pay to Executive his salary pursuant to Paragraph 3(a) through the date of
termination  and  shall  reimburse  Executive  pursuant  to  Paragraph  3(d) for
expenses incurred prior to the termination,  but shall have no obligation to pay
any  severance or other  compensation  after the date of  termination  except as
specifically provided in this Section 6. If Executive's employment is terminated
prior to the end of the term of this Agreement (i) by the Company without Cause,
or (ii) by Executive following a Constructive Termination,  the Company will pay
Executive  severance  equal to his then current salary under  Paragraph 3(a) for
the "Severance Period." For that purpose,  the Severance Period shall be (A) one
year after the effective date of the termination if the termination occurs under
clause  (i) or (ii) of the  preceding  sentence  and the  effective  date of the
termination  is  within  180 days  after  the  acquisition  of Qdoba  Restaurant
Corporation  by Jack in the Box Inc., (B) six months after the effective date of
the  termination  if the  termination  occurs  under  clause  (i) or (ii) of the

preceding  sentence and the effective date of the  termination is not within 180
days after the Effective Date of the acquisition of Qdoba Restaurant Corporation
by Jack in the Box Inc.  Severance  shall be  payable in  installments  over the
Severance Period equal to the salary payments that Executive would have received
had he been employed  during that period.  If severance is payable,  the Company
shall  also  continue  Executive's  health  insurance  coverage  (or make  COBRA
payments for  Executive)  for the Severance  Period under such plans as are from
time to time  maintained by the Company during that period.  Executive shall not
be entitled  to any bonus in respect of the Fiscal Year in which his  employment
is terminated for any reason,  but no termination shall affect Executive's right
to receive a bonus earned in respect of a prior Fiscal Year.  Executive's  right
to receive severance and health insurance  coverage (i) shall be contingent upon
Executive's execution of a release of all claims against the Company (other than
the right to  receive  severance  and  health  insurance  coverage)  in form and
substance  and  under  procedures  reasonably  delivered  by the  Company  to be
adequate to  effectively  waive all such claims under  applicable  laws and (ii)
shall automatically  terminate upon any breach by Executive of Section 7 or 8 of
this Agreement.


        (a)  Non-Competition and  Non-Solicitation.  Executive agrees that, with
out the Company's prior  written consent, within  the  Territory  and during the
Non-Competition Period, he will not:

                (i)    directly or indirectly, manage, operate, control,  accept
employment with, or consult for, or otherwise  advise or assist or  be connected
with  or  own  or  have  any  other interest  in  or  right  with respect to any
individual, entity or enterprise engaged in the Business;

                (ii)   interfere  with   any  contractual   or  other   business
relationships of Company or any of its Affiliates; or

                (iii)  solicit  for  employment  any employee or officer of  the
Company or any of its  Affiliates,  or any person  who had been an  employee  or
officer of the  Company or any of its  Affiliates  within one year prior to such
solicitation, on behalf of Executive or any other Person (other than the Company
or  one  of  its  subsidiaries)  or  otherwise  interfere  with  the  employment
relationship between the Company or any of its Affiliates,  on the one hand, and
any of the employees or officers of the Company or its  Affiliate,  on the other

        (b)  Judicial  Modification. Executive acknowledges  and agrees that the
restrictions  set  forth in this  Agreement  are  reasonable  and  necessary  in
duration and scope to protect the legitimate  interests and  expectations of the
Company and intends that this Agreement  shall be enforceable in accordance with
its terms  throughout  the  Territory.  Without  limiting the  generality of the
foregoing,  Executive  acknowledges  that the  Company  intends  to  expand  its
operations,  directly or through  franchises,  throughout the Territory and that
any breach of this Paragraph 7 anywhere in the Territory would therefore  damage
the Company,  whether or not it then had operations in the geographic area where
the breach occurred.  If, contrary to the agreement and intent of the parties, a
court of  competent  jurisdiction  should  find that any  restriction  set forth
herein is unenforceable as written, whether because it is impermissibly broad in
scope or long in duration or otherwise,  the parties  intend and agree that such

restriction  shall be deemed modified to the minimum extent  necessary to render
it enforceable and shall be enforced as so modified.

        (c)  Permitted Activities.   Nothing  herein  contained  shall  prohibit
Executive  from owning  securities of a publicly  traded  corporation so long as
Executive's  beneficial  ownership,  determined  under the beneficial  ownership
rules under the Securities Exchange Act of 1934, as amended,  does not exceed 2%
of the outstanding securities of any class of such corporation.

        (d)  Injunctive  Relief.  It is acknowledged and agreed that irreparable
injury will result to the Company, its businesses and property in the event of a
breach  of this  Paragraph 7,  that  damages  caused  by such  breach  would  be
difficult if not  impossible to  ascertain,  and that any remedy at law for such
breach by  Executive  will be  inadequate.  The  Company  shall be  entitled  to
temporary  and  permanent  injunctive  relief,  without the necessity of proving
actual damage to the Company, to prevent or stop any such breach.

     8. CONFIDENTIALITY.  As  used in  this Agreement,  Confidential Information
means any  information  concerning  the Company or any  Affiliate of the Company
that is not ordinarily  provided to Persons who are not employees of the Company
except pursuant to a  confidentiality  agreement,  provided that any information
that is or  becomes  publicly  known  other than as a result of a breach of this
Agreement  by  Executive  shall  not  be  or  shall  cease  to  be  Confidential
Information. Executive shall not disclose Confidential Information to any Person
other than an  officer,  director  or  employee of the Company who needs to know
such  information  in his or her  capacity  as  such.  Executive  shall  not use
Confidential  Information  for any  purpose  other than the  performance  of his
duties as an  officer,  director or  employee  of the  Company.  Nothing in this
Agreement will prohibit  Executive from disclosing  Confidential  Information as
necessary  to comply  with  valid  legal  process  or to fulfill a legal duty of
Executive, but Executive shall give the Company prompt notice of such process or
Executive's  intent to  disclose  pursuant  to such legal duty  (other  than the
filing of a tax return or other  required  periodic  report) so that the Company
may take such steps as it deems appropriate to limit or protect the Confidential
Information to be disclosed.

     9. INDEMNITY.

        (a)  Indemnification.  The Company and Executive  have  entered  into an
Indemnity  Agreement,  attached hereto as Exhibit B and  incorporated  herein by
reference as if fully set forth.

        (b)  Advancement  of  Expenses.   In  the event that Executive becomes a
party,  or is  threatened  to be made a party,  to any  pending,  threatened  or
completed  action,  suit or  proceeding  for which the Company is  permitted  or
required to indemnify him under this Agreement,  any applicable bylaw or charter
provision of the Company,  any  resolution  of the  Company,  or any  applicable
statute,  the Company will, to the fullest extent  permitted by law, advance all

Expenses  incurred by Executive in connection with the  investigation,  defense,
settlement or appeal of any  threatened,  pending or completed  action,  suit or
proceeding,  subject  to receipt by the  Company of a written  undertaking  from
Executive to reimburse the Company for all Expenses actually paid by the Company
to or on behalf of Executive in the event it shall be ultimately determined that
the Company is not obligated to indemnify  Executive for such  Expenses,  and to
assign to the  Company  all rights of  Executive  to  indemnification  under any
policy of  directors,  and  officers,  liability  insurance to the extent of the
amount of Expenses actually paid by the Company to or on behalf of Executive.

        (c)  Litigation. Unless precluded by an actual conflict of interest, the
Company will have the right to control the defense of any claim  covered by this
Paragraph 9, using counsel  selected by the Company and reasonably  satisfactory
to Executive. In the event that a conflict of interest prevents the Company from
defending the claim, Executive shall do so at the Company's expense with counsel
reasonably  satisfactory  to the Company,  but the Company  shall be entitled to
participate  in the defense.  The Company shall not settle any claim defended by
it unless the  settlement  includes an  unconditional  release of Executive from
liability thereon or unless Executive consents to the settlement,  which consent
shall not be  unreasonably  withheld or delayed.  Executive shall not settle any
claim  defended by Executive  without the consent of the Company,  which consent
shall not be unreasonably  withheld or delayed.  If the Company wishes to accept
any settlement  offer with respect to a claim and Executive  refuses to consent,
the Company shall not be obligated to indemnify  Executive  beyond the amount of
the settlement so offered.  Each party shall promptly notify the other party of,
and at all times keep the other  informed  with respect to, any claim covered by
this Paragraph 9.

     10. ARBITRATION.  Any  disputes  arising out of this Agreement or connected
with  Executive's  employment shall be submitted by Executive and the Company to
arbitration  in Denver,  Colorado.  The  arbitration  shall be  conducted by the
Judicial  Arbiter Group or, if the Judicial  Arbiter Group is not available,  by
the American  Arbitration  Association or another  arbitral body selected by the
parties.  The  determination  of the  arbitrator  shall be final  and  absolute.
Notwithstanding  this  arbitration  provision,  the Company shall be entitled to
apply  to any  court  of  competent  jurisdiction  for  temporary  or  permanent
injunctive  relief or other  equitable  relief to enforce  Paragraph 7 or 8. The
decision  of the  arbitrator  may be  entered  as a  judgment  in any  court  of
competent jurisdiction.

     11. GOVERNING LAW; INTERPRETATION.  This Agreement shall be governed by and
construed in  accordance  with the laws of the State of Colorado.  The titles of
the  paragraphs  have been inserted as a matter of convenience of reference only
and shall not be construed to control or affect the meaning or  construction  of
this Agreement.

     12. SEVERABILITY.  In the event that any portion of this Agreement is found
to be in  violation  of or conflict  with any federal or state law,  the parties
agree that said portion shall be modified only to the extent necessary to enable
it to comply with such law.

     13. ASSIGNMENT.  This  Agreement  shall not be  assignable  by either party
without the written consent of the other; provided that the Company may, without

such  consent,  assign  this  Agreement  to  any  Person  that  acquires  all or
substantially  all of its assets or otherwise  succeeds to all or  substantially
all of its business and operations.

     14. NOTICES.  All notices given  under this Agreement  shall be in writing.
Any notice may be transmitted by any means selected by the sender. A notice that
is mailed to a party at its address given below,  registered or certified  mail,
return receipt requested,  with all postage prepaid, will be deemed to have been
given and received on the earlier of the date reflected on the return receipt or
the  third  business  day  after it is  posted.  Any  notice  sent by  facsimile
transmission  to a party at its facsimile  number given below shall be deemed to
have been given and received upon  confirmation  of transmission by the sender's
facsimile  machine.  Any notice  transmitted  by  recognized  overnight  courier
service to a party at its address given below shall be deemed given and received
on the first business day after it is delivered to the courier. Any notice given
by any other means shall be deemed given and received only upon actual  receipt.
The addresses and  facsimile  numbers of the parties for notice  purposes are as

         If to the Executive:

         Gary J. Beisler
         20725 Wagon Tongue Way
         Morrison, CO  80465
         Facsimile No.: 303-697-3933

         If to the Company:

         Jack in the Box Inc.
         c/o Lawrence Schauf G.C.
         9330 Balboa Avenue
         San Diego, CA  92123
         Facsimile No.:  858-694-1545

Any person may change its address or facsimile  number for notice  purposes,  or
add  additional  persons to whom copies of any notice should be sent, by written
notice to the other party.

     15. ENTIRE   AGREEMENT.   This   Agreement  is  the  entire  agreement  and
understanding  of the parties  hereto with respect to the subject  matter hereof
and   supersedes   any  and  all   prior   and   contemporaneous   negotiations,
understandings and agreements with regard to the subject matter hereof,  whether
oral  or  written,  including  the  prior  Executive  Employment  Agreement.  No
representation,   inducement,  agreement,  promise  or  understanding  altering,
modifying,  taking from or adding to the terms and conditions  hereof shall have
any force or effect  unless the same is in writing and  validly  executed by the
parties hereto or part of a formal benefit plan.


     IN WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Employment
Agreement as of the day and year first above written.

                                      JACK IN THE BOX INC.

                              By:       /S/ ROBERT J. NUGENT
                              Name:     Robert J. Nugent
                              Title:    Chief Executive Officer and President


                              /S/ GARY J. BEISLER
                              Gary J. Beisler


                                    EXHIBIT A


     As used in the Executive  Employment Agreement between Jack in the Box Inc.
and  Gary J.  Beisler  dated as of  January  21,  2003  (the  "Agreement"),  the
following terms have the indicated meanings:

     "Affiliate" means any Person directly or indirectly controlling, controlled
by or under direct or indirect common control with the Company.  For purposes of
this definition, "control" means the power to direct the management and policies
of a Person,  directly or through one or more  intermediaries,  whether  through
ownership of voting securities, by contract, or otherwise.

     "Business"  means the  ownership,  franchising  or operation of any Mexican
concept  restaurant,  whether  similar  or  dissimilar  to  the  concept  of the
Company's restaurants.

     "Cause" means (i) a material  breach of this Agreement by Executive  which,
if curable,  has not been cured  within 15 days after  notice from the  Company,
(ii) theft from or other  dishonesty  involving  the  Company by the  Executive,
(iii) the  commitment of a crime  involving  moral  turpitude or  constituting a
felony, (iv) gross negligence or willful misconduct with respect to the business
of the  Company,  (v) the failure of  Executive to perform his duties under this
Agreement  with  the same  degree  of  skill,  attention  and  care  that he has
exercised in the  performance  of his duties to the Company prior to the date of
this Agreement, and (vi) death.

     "Change of Control" means the occurrence of  one or  more of  the following

        (i)   any person or entity or group (as that term is used in  Section 13
(d)(3) of the  Securities  Exchange  Act of 1934,  as  amended)  of  persons  or
entities  (in each case,  a  "Beneficial  Owner"),  in a single  transaction  or
through a series of related transactions, shall have become the beneficial owner
of a majority (by voting power or  otherwise)  of the  securities of the Company
ordinarily having the right to vote in the election of directors;

        (ii)  any sale, lease, exchange or other transfer (in one transaction or
a series of related  transactions) of  all, or substantially all, the  assets of
the Company to any Beneficial  Owner (other than any wholly owned  subsidiary of
the Company);

        (iii) the  merger or consolidation of the Company  with or into  another
corporation  or the  merger of another  corporation  into the  Company  with the
effect that  immediately  after such transaction any Beneficial Owner shall have
become the beneficial  owner of securities of the surviving  corporation of such
merger or consolidation  representing a majority of the combined voting power of
the outstanding  securities of the surviving  corporation  ordinarily having the
right to vote in the election of directors; or

        (iv)  the adoption of a plan leading to the  liquidation or  dissolution
of the Company.


     "Constructive  Termination"  means (i) a reduction  in  Executive's  salary
below the minimum amount  required by Paragraph 3(a) of the Agreement,  (ii) the
removal of Executive  from or the failure to appoint  Executive to either of the
offices  described  in  Paragraph 1 of the  Agreement,  (iii) the  reduction  or
reassignment of duties and responsibilities normally associated with the offices
described in Paragraph 1 of the Agreement,  without  Executive's  consent, to an
extent that makes it  impracticable  for  Executive to perform the  functions of
these offices,  (iv) any other  material  breach of the Agreement by the Company
which, if curable, has not been cured within 15 days after notice from Executive
or (v) any requirement by the Company that Executive  office outside the Denver,
Colorado metropolitan area.

     "Fiscal Period"  means a  28-day fiscal  period used by Qdoba for financial
reporting purposes.

     "Fiscal  Year"  means  the  fiscal  year of Qdoba for  financial  reporting
purposes, consisting of 13 Fiscal Periods.

     "Non-Competition  Period"  means the period  beginning  on the date of this
Agreement and ending on the first  anniversary of the termination of Executive's
employment with the Company.

     "Person"  means any  individual and any  corporation,  partnership,  trust,
unincorporated  organization,  association,  limited  liability company or other

     "Territory" means the United States of America and Canada.