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Exhibit 10-87
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RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement ("Agreement") is made and entered into
as of the Date of Award indicated below by and between Carl Karcher
Enterprises, Inc., a California corporation (the "Company"), and Donald E.
Doyle ("Executive").
WHEREAS, Executive is the President and Chief Executive Officer of the
Company; and
WHEREAS, in connection with the retention of Executive in such
capacities, the Board of Directors of the Company has approved the award to
Executive of the right to receive shares of the common stock of the Company
(the "Common Stock"), on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. Award; Certain Terms and Conditions. The Company hereby awards to
Executive, and Executive hereby accepts, as of the Date of Award, the right to
receive the number of shares of Common Stock indicated below (the "Restricted
Shares"). The Restricted Shares shall be subject to all of the terms and
conditions set forth in this Agreement, including the restrictions imposed
pursuant to Section 3 hereof; provided, however, that on each anniversary of
the Date of Award, such restrictions shall terminate with respect to that
number of Restricted Shares (rounded to the nearest whole share) equal to the
total number of Restricted Shares multiplied by the Annual Vesting Rate
indicated below (the termination of such restrictions with respect to any
Restricted Share, for any reason, shall be referred to herein as the "vesting"
of such share).
Date of Award: January 6, 1993
Number of shares purchasable: 12,121
Annual Vesting Rate: 33-1/3%
Vesting Dates: January 6, 1994
January 6, 1995
January 6, 1996
2. Consideration for Shares. The consideration for the issuance
and sale of Restricted Shares contemplated hereby consists of past services to
the Company and/or one or more of its subsidiaries.
3. Restrictions. Until a Restricted Share vests, it may not be
sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner.
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4. Acceleration of Vesting.
(a) Notwithstanding anything to the contrary in this
Agreement, in the event that Executive shall cease to be an employee of the
Company or any of its subsidiaries for any reason, or for no reason, within one
year after a Change of Control (as hereinafter defined), all then unvested
Restricted Shares shall vest upon the date of such event.
(b) "Change of Control" shall mean the first to occur of
the following events:
(i) any date upon which the directors of the
Company who were nominated by the Board of Directors (the
"Board") for election as directors cease to constitute a
majority of the directors of the Company;
(ii) the date of the first public announcement
that any person or entity, together with all Affiliates and
Associates (as such capitalized terms are defined in Rule
12b-2 promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) of such person or entity,
shall have become the Beneficial Owner (as defined in Rule
13d-3 promulgated under the Exchange Act) of voting securities
of the Company representing 50% or more of the voting power of
the Company (a "50% Stockholder"); provided, however, that the
terms "person" and "entity," as used in this clause (ii),
shall not include (A) the Company or any of its subsidiaries,
(B) any employee benefit plan of the Company or any of its
subsidiaries, (C) any entity holding voting securities of the
Company for or pursuant to the terms of any such plan or (D)
any person or entity if the transaction that resulted in such
person or entity becoming a 50% Stockholder was approved in
advance by the Board; or
(iii) a reorganization, merger or consolidation of
the Company (other than a reorganization, merger or
consolidation the sole purpose of which is to change the
Company's domicile solely within the United States) the
consummation of which results in the outstanding securities of
any class then comprising the Restricted Shares being
exchanged for or converted into cash, property and/or a
different kind of securities.
(c) In addition, the Board of Directors, in its sole
discretion, may accelerate the vesting of any or all of the Restricted Shares
at any time.
5. Termination of Award. Notwithstanding anything to the
contrary in this Agreement, if Executive shall cease to be an employee of the
Company or any of its subsidiaries for any reason, or for no reason, then,
unless the Board of
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Directors shall determine otherwise, the then unvested portion of award of
Restricted Shares shall terminate and be of no further force and affect.
6. Payment of Withholding Taxes. If the Company becomes
obligated to withhold an amount on account of any federal, state or local tax
imposed as a result of the sale of the Restricted Shares to Executive pursuant
to this Agreement or the termination of the restrictions imposed upon the
Restricted Shares hereunder, including, without limitation, any federal, state
or other income tax, or any F.I.C.A., state disability insurance tax or other
employment tax (the date upon which the Company becomes so obligated shall be
referred to herein as the "Withholding Date"), then Executive shall pay such
amount (the "Withholding Liability") to the Company on the Withholding Date in
cash or by check payable to the Company.
7. Escrow.
(a) Until a Restricted Share vests, (i) the record address
of the holder of record of such Restricted Share shall be c/o the Secretary of
the Company at the address of the Company's principal executive office, (ii)
the stock certificate representing such Restricted Share (together with any
dividends, cash, property and/or securities comprising all or any part of such
Restricted Share as provided in Section 9 hereof) shall be held in escrow in
the custody of the Secretary of the Company, duly endorsed in blank or
accompanied by a duly executed stock powers, and (iii) such stock certificate
shall contain the following legend:
"The transfer and registration of transfer of the securities
represented by this certificate are subject to certain
restrictions as provided in a Restricted Stock Agreement dated
as of January 6, 1993 by and between the Corporation and
Donald E. Doyle."
(b) From and after the date upon which a Restricted Share
vests, the holder of record of such Restricted Share shall be entitled
(provided that Executive shall have paid the Withholding Liability to the
Company pursuant to Section 6 hereof) to receive the stock certificate
representing such Restricted Share (together with any cash, property and/or
securities comprising all or any part of such Restricted Share as provided in
Section 8 hereof), which stock certificate shall not contain the legend set
forth in subsection (a)(iii) above.
9. Voting; Dividends; Certain Corporate Transactions.
Except upon the vesting of each installment of Restricted Shares, Executive
shall not be entitled to exercise any voting rights with respect to such
Restricted Shares or to receive any cash dividends paid with respect thereto.
In the event that the outstanding securities of any class then comprising the
Restricted Shares (whether vested or unvested) are increased, decreased or
exchanged for or converted into cash, property and/or a different number or
kind of securities, or cash, property and/or securities are distributed in
respect of such outstanding securities, in either case as a result of a
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reorganization, merger, consolidation, recapitalization, reclassification,
dividend (other than a regular, quarterly cash dividend) or other distribution,
stock split, reverse stock split or the like, then, unless the Board of
Directors shall determine otherwise, the term "Restricted Shares" shall, from
and after the date of such event, include such cash, property and/or securities
so distributed in respect of the Restricted Shares, or into or for which the
Restricted Shares are so increased, decreased, exchanged or converted.
10. Governing Law. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of
California without reference to choice or conflict of law principles.
IN WITNESS WHEREOF, the Company and Executive have duly
executed this Agreement as of the Date of Award.
CARL KARCHER ENTERPRISES, INC.
By: /s/ PETER CHURM
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Title: Peter Churm
Board of Directors
Executive
/s/ DONALD E. DOYLE
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Signature
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Street Address
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City, State and Zip Code
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Social Security Number
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