EXHIBIT 10.6
CKE RESTAURANTS, INC.
STOCK AWARD AGREEMENT
UNDER
2005 OMNIBUS INCENTIVE COMPENSATION PLAN
THIS STOCK AWARD AGREEMENT (the "Agreement") is entered into as of
___________, 200_ by and between ______________________ (hereinafter referred to
as "Grantee") and CKE Restaurants, Inc., a Delaware corporation (hereinafter
referred to as the "Company"), pursuant to the Company's 2005 Omnibus Incentive
Compensation Plan (the "Plan"). Any capitalized term not defined herein shall
have the same meaning ascribed to it in the Plan.
R E C I T A L S:
A. Grantee is an employee or director, and in connection therewith has
rendered services for and on behalf of the Company or its Affiliates.
B. The Company desires to issue shares of common stock to Grantee for the
consideration set forth herein to provide an incentive for Grantee to remain a
Service Provider of the Company and to exert added effort towards its growth and
success.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and for other good and valuable consideration, the parties agree as
follows:
1. ISSUANCE OF SHARES. The Company hereby offers to issue to Grantee
an aggregate of _____________ (_____) shares of Common Stock of the Company (the
"Shares") on the terms and conditions herein set forth. Unless this offer is
earlier revoked in writing by the Company, Grantee shall have ten (10) days from
the date of the delivery of this Agreement to Grantee to accept the offer of the
Company by executing and delivering to the Company two copies of this Agreement,
without condition or reservation of any kind whatsoever, together with the
consideration to be delivered by Grantee pursuant to Section 2 below, if
applicable.
2. CONSIDERATION. The purchase price for the Shares shall be zero
($0.00).
3. VESTING OF SHARES. The Shares shall be fully vested as of the
date of this Agreement.
4. LIMITATION OF COMPANY'S LIABILITY FOR NONISSUANCE. The Company
agrees to use its reasonable best efforts to obtain from any applicable
regulatory agency such authority or approval as may be required in order to
issue and sell the Shares to Grantee pursuant to this Agreement. The inability
of the Company to obtain, from any such regulatory agency, authority or approval
deemed by the Company's counsel to be necessary for the lawful issuance and sale
of the Shares hereunder and under the Plan shall relieve the Company of any
liability in respect of the nonissuance or sale of such Shares as to which such
requisite authority or approval shall not have been obtained.
5. NOTICES. All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given and effective (i) when delivered by hand, (ii)
when otherwise delivered against receipt therefor, or (iii) three (3) business
days after being mailed if sent by registered or certified mail, postage
prepaid, return receipt requested. Any notice shall be addressed to the parties
as follows or at such other address as a party may designate by notice given to
the other party in the manner set forth herein:
(A) if to the Company:
CKE Restaurants, Inc.
6307 Carpinteria Ave., Ste. A
Carpinteria, CA 93013
Attention: Chief Financial Officer
(B) if to the Grantee, at the address shown on the signature
page of this Agreement or at his most recent address as shown in the employment
or stock records of the Company.
6. BINDING OBLIGATIONS. All covenants and agreements herein
contained by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the parties hereto and their permitted successors and assigns.
7. CAPTIONS AND SECTION HEADINGS. Captions and section headings used
herein are for convenience only, and are not part of this Agreement and shall
not be used in construing it.
8. NUMBER AND GENDER. Where the context requires, the singular shall
include the plural, the plural shall include the singular, and any gender shall
include all other genders.
9. AMENDMENT. This Agreement may not be amended, waived, discharged,
or terminated other than by written agreement of the parties.
10. ENTIRE AGREEMENT. This Agreement and the Plan constitute the
entire agreement between the parties with respect to the subject matter hereof
and supersede all prior or contemporaneous written or oral agreements and
understandings of the parties, either express or implied.
11. ASSIGNMENT. Grantee shall have no right, without the prior
written consent of the Company, to (i) sell, assign, mortgage, pledge or
otherwise transfer any interest or right created hereby, or (ii) delegate his or
her duties or obligations under this Agreement. This Agreement is made solely
for the benefit of the parties hereto, and no other person, partnership,
association or corporation shall acquire or have any right under or by virtue of
this Agreement.
12. SEVERABILITY. Should any provision or portion of this Agreement
be held to be unenforceable or invalid for any reason, the remaining provisions
and portions of this Agreement shall be unaffected by such holding.
13. APPLICABLE LAW. This Agreement shall be construed in accordance
with the laws of the State of California without reference to choice of law
principles, as to all matters, including, but not limited to, matters of
validity, construction, effect or performance.
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14. NO EMPLOYMENT CONTRACT CREATED. Nothing in this Agreement shall
be construed as granting to the Grantee any right with respect to continuance of
employment by the Company or any Affiliate (or a successor entity). The right of
the Company or any Affiliate (or successor entity) to terminate at will the
Grantee's employment at any time (whether by dismissal, discharge or otherwise),
with or without cause, is specifically reserved, subject to any written
employment agreement which the Grantee may otherwise have with the Company or
any Affiliate (or a successor entity).
15. "MARKET STAND-OFF" AGREEMENT. Grantee agrees that, if requested
by the Company or the managing underwriter of any proposed public offering of
the Company's securities (including any acquisition transaction where Company
securities will be used as all or part of the purchase price), Grantee will not
sell or otherwise transfer or dispose of any Shares held by Grantee without the
prior written consent of the Company or such underwriter, as the case may be,
during such period of time, not to exceed 180 days following the effective date
of the registration statement filed by the Company with respect to such
offering, as the Company or the underwriter may specify.
16. TAX CONSEQUENCES. Grantee understands that Grantee (and not the
Company) shall be responsible for the Grantee's own tax liability that may arise
as a result of the acquisition of the Shares. The Company has the authority to
require Grantee to remit to the Company an amount sufficient to satisfy all
federal, state, and local taxes required by law to be withheld with respect to
any taxable event arising as a result of the receipt of the Shares.
17. ATTORNEYS' FEES. If any party shall bring an action in law or
equity against another to enforce or interpret any of the terms, covenants and
provisions of this Agreement, the prevailing party in such action shall be
entitled to recover reasonable attorneys' fees and costs.
18. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one agreement and any
party hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be binding upon Grantee and the Company at such time as the
Agreement, in counterpart or otherwise, is executed by Grantee and the Company.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
THE COMPANY: GRANTEE:
CKE RESTAURANTS, INC.
By:
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Name:
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(Print Name)
Title:
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Address:
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CONSENT AND RATIFICATION OF SPOUSE
The undersigned, the spouse of _____________________, a party to the
attached Stock Award Agreement (the "Agreement"), dated as of _______________,
hereby consents to the execution of said Agreement by such party; and ratifies,
approves, confirms and adopts said Agreement, and agrees to be bound by each and
every term and condition thereof as if the undersigned had been a signatory to
said Agreement, with respect to the Shares (as defined in the Agreement) made
the subject of said Agreement in which the undersigned has an interest,
including any community property interest therein.
I also acknowledge that I have been advised to obtain independent counsel
to represent my interests with respect to this Agreement but that I have
declined to do so and I hereby expressly waive my right to such independent
counsel.
Date:
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(Signature)
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(Print Name)