EXHIBIT 10.50
DIRECTOR FEE AGREEMENT
THIS DIRECTOR FEE AGREEMENT (the "Agreement") is effective as of April
1, 2003 (the "Effective Date"), by and between CKE RESTAURANTS, INC., a Delaware
corporation (the "Company"), and WILLIAM P. FOLEY, II (the "Director"). In
consideration of the mutual covenants and agreements set forth herein, the
parties agree as follows.
Recitals
WHEREAS, the Director is the Chairman of the Board of Directors of the
Company;
WHEREAS, the Company and the Director are parties to that certain
Employment Agreement, dated as of April 9, 1999;
WHEREAS, during the tenure of the Employment Agreement, the Director
has devoted a significant amount of his time to the strategic, financial and
operational affairs of the Company;
WHEREAS, the Director now desires to devote more of his attention to
other business ventures, and correspondingly less of his time to the strategic,
financial and operational affairs of the Company; and
WHEREAS, in recognition of the change in the relationship of the
Company and the Director, the Company and the Director desire to terminate the
Employment Agreement and enter into this Agreement;
NOW, THEREFORE, the Company and the Director hereby agree as follows.
Agreement
1. Termination of Employment Agreement. As of the Effective Date,
the Employment Agreement is hereby terminated and of no further force and
effect; provided, however, that the Company and the Director shall each continue
to be bound by the terms of the Employment Agreement with respect to any
obligations incurred by either of them prior to the Effective Date, and Director
shall continue to be bound by Section 10 regarding "Confidential Information"..
2. Duties of the Director. The Company agrees to continue to
retain the Director as its Chairman of the Board, and the Director accepts such
service. As Chairman of the Board, Director shall perform such reasonable
responsibilities and duties, commensurate with such position, as directed by the
Company's Board of Directors or as set forth in the Articles of Incorporation
and the Bylaws of the Company.
3. Term. The term of this Agreement shall commence on the
Effective Date and shall continue until terminated by the Director, on the one
hand, or the Board of Directors of the Company, on the other hand (the "Term").
4. Director Fees. During the Term, the Company shall pay the
Director an amount, before deducting all applicable withholdings, of $150,000
per year, payable quarterly. The amount of such compensation may be periodically
reviewed and increased at the discretion of the Compensation Committee of the
Board of Directors.
5. Other Compensation and Fringe Benefits. In addition to any
pension, deferred compensation and stock option plans which the Company may from
time to time make available to the Director upon mutual agreement, the Director
shall be entitled to the following:
(a) the standard Company benefits enjoyed by the
Company's top executives;
(b) payment by the Company of the Director's initiation
and membership dues in a social and/or recreational club as deemed necessary and
appropriate by the Director (and pre-approved by the Company at the Company's
discretion) to maintain various business relationships on behalf of the Company;
provided, however, that the Company shall not be obligated to pay for any of the
Director's personal purchases and expenses at such club;
(c) provision by the Company during the Term and any
extensions thereof to the Director and his dependents of the medical and other
insurance coverage provided by the Company to its top executives; and
(d) provision by the Company of supplemental disability
insurance sufficient to provide two-thirds of the Director's pre-disability
annual compensation for a two year period.
The Company shall deduct from all compensation payable under this Agreement to
the Director any taxes or withholdings the Company is required to deduct
pursuant to state and federal laws or by mutual agreement between the parties.
6. Expense Reimbursement. In addition to the compensation and
benefits provided herein, the Company shall, upon receipt of appropriate
documentation, reimburse the Director each month for his reasonable travel,
lodging, entertainment, promotion and other ordinary and necessary business
expenses in accordance with the Company's policies then in effect, all such
expense reimbursements to be approved in writing by the Company's President.
7. Non-Delegation of Director's Rights. The obligations, rights
and benefits of the Director hereunder are personal and may not be delegated,
assigned or transferred in any manner whatsoever, nor are such obligations,
rights or benefits subject to involuntary alienation, assignment or transfer.
8. Amendment. This Agreement contains, and its terms constitute,
the entire agreement of the parties, and it may be amended only by a written
document signed by both parties to this Agreement.
9. Governing Law. California law shall govern the construction
and enforcement of this Agreement and the parties agree that any litigation
pertaining to this Agreement shall be adjudicated in courts located in
California.
10. Attorneys' Fees. If any party finds it necessary to employ
legal counsel or to bring an action at law or other proceedings against the
other party to enforce any of the terms hereof, the party prevailing in any such
action or other proceeding shall be paid by the other party its reasonable
attorneys' fees as well as court costs, all as determined by the court and not a
jury.
11. Severability. If any section, subsection or provision hereof
is found for any reason whatsoever, to be invalid or inoperative, that section,
subsection or provision shall be deemed severable and shall not affect the force
and validity of any other provision of this Agreement. If any
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covenant herein is determined by a court to be overly broad thereby making the
covenant unenforceable, the parties agree and it is their desire that such court
shall substitute a reasonable judicially enforceable limitation in place of the
offensive part of the covenant and that as so modified the covenant shall be as
fully enforceable as if set forth herein by the parties themselves in the
modified form. The covenants of the Director in this Agreement shall each be
construed as an agreement independent of any other provision in this Agreement,
and the existence of any claim or cause of action of the Director against the
Company, whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by the Company of the covenants in this Agreement.
12. Notices. Any notice, request, or instruction to be given
hereunder shall be in writing and shall be deemed given when personally
delivered or three (3) days after being sent by United States certified mail,
postage prepaid, with return receipt requested, to the parties at their
respective addresses set for the below:
To the Company:
CKE Restaurants, Inc.
3916 State Street, Suite 300
Santa Barbara, CA 93105
Attention: Andrew F. Puzder, Chief Executive Officer
To the Director:
William P. Foley, II
4181 Creciente Drive
Santa Barbara, California 93110
13. Waiver of Breach. The waiver by any party of any provisions of
this Agreement shall not operate or be construed as a waiver of any prior or
subsequent breach by the other party.
14. Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
and delivered shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement.
[signature page to follow]
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IN WITNESS WHEREOF the parties have executed this Agreement to be
effective as of the date first set forth above.
CKE RESTAURANTS, INC.
By: /s/ Andrew F. Puzder
----------------------
Its: President and Chief
DIRECTOR
/s/ William P. Foley, II
---------------------------
William P. Foley, II
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