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Exhibit 99.1
CARL KARCHER ENTERPRISES, INC.
1993 EMPLOYEE STOCK INCENTIVE PLAN
Section 1. PURPOSE OF PLAN
The purpose of this 1993 Employee Stock Incentive Plan
("Plan") of Carl Karcher Enterprises, Inc., a California corporation (the
"Company"), is to enable the Company to attract, retain and motivate its
employees by providing for or increasing the proprietary interests of such
employees in the Company, and to enable the Company to attract, retain and
motivate its nonemployee directors and further align their interest with those
of the shareholders of the Company by providing for or increasing the
proprietary interest of such directors in the Company.
Section 2. PERSONS ELIGIBLE UNDER PLAN
Any person, including any director of the Company, who is an
employee of the Company or any of its subsidiaries (an "Employee") shall be
eligible to be considered for the grant of Awards (as hereinafter defined)
hereunder. Any director of the Company who is not an Employee (a "Nonemployee
Director") shall automatically receive Nonemployee Director Options (as
hereinafter defined) pursuant to Section 4 hereof, but shall not otherwise
participate in this Plan.
Section 3. AWARDS
(a) The Committee (as hereinafter defined), on behalf of
the Company, is authorized under this Plan to enter into any type of
arrangement with an Employee that is not inconsistent with the provisions of
this Plan and that, by its terms, involves or might involve the issuance of (i)
shares of common stock of the Company ("Common Shares") or (ii) a Derivative
Security (as such term is defined in Rule 16a-1 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such Rule
may be amended from time to time) with an exercise or conversion privilege at a
price related to the Common Shares or with a value derived from the value of
the Common Shares. The entering into of any such arrangement is referred to
herein as the "grant" of an "Award."
(b) Awards are not restricted to any specified form or
structure and may include, without limitation, sales or bonuses of stock,
restricted stock, stock options, reload stock options, stock purchase warrants,
other rights to acquire stock, securities convertible into or redeemable for
stock, stock appreciation rights, limited stock appreciation rights, phantom
stock, dividend equivalents, performance units or performance shares, and an
Award may consist of one such security or benefit, or two or more of them in
tandem or in the alternative.
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(c) Awards may be issued, and Common Shares may be issued
pursuant to an Award, for any lawful consideration as determined by the
Committee, including, without limitation, services rendered by the recipient of
such Award.
(d) Subject to the provisions of this Plan, the
Committee, in its sole and absolute discretion, shall determine all of the
terms and conditions of each Award granted under this Plan, which terms and
conditions may include, among other things:
(i) a provision permitting the recipient of such Award,
including any recipient who is a director or officer of the Company,
to pay the purchase price of the Common Shares or other property
issuable pursuant to such Award, or such recipient's tax withholding
obligation with respect to such issuance, in whole or in part, by any
one or more of the following:
(A) the delivery of cash;
(B) the delivery of other property deemed
acceptable by the Committee;
(C) the delivery of previously owned shares of
capital stock of the Company (including "pyramiding") or other
property;
(D) a reduction in the amount of Common Shares or
other property otherwise issuable pursuant to such Award; or
(E) the delivery of a promissory note, the terms
and conditions of which shall be determined by the Committee;
(ii) a provision conditioning or accelerating the receipt
of benefits pursuant to such Award, either automatically or in the
discretion of the Committee, upon the occurrence of specified events,
including, without limitation, a change of control of the Company, an
acquisition of a specified percentage of the voting power of the
Company, the dissolution or liquidation of the Company, a sale of
substantially all of the property and assets of the Company or an
event of the type described in Section 8 hereof; or
(iii) a provision required in order for such Award to
qualify as an incentive stock option under Section 422 of the Internal
Revenue Code (an "Incentive Stock Option").
Section 4. NONEMPLOYEE DIRECTOR OPTIONS
(a) Each year, on the first business day following the
date of the annual meeting of shareholders of the Company, or any
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adjournment thereof, at which directors of the Company are elected (the "Date
of Grant"), each Nonemployee Director shall automatically be granted an option
(a "Nonemployee Director Option") to purchase the number of Common Shares equal
to the lesser of (i) 2,000 Common Shares or (ii) the number of Common Shares
that have an aggregate Fair Market Value (as hereinafter defined) of $18,000 on
such Date of Grant. If a person shall become a Nonemployee Director on any day
after a Date of Grant and prior to the annual meeting of shareholders of the
Company immediately following such Date of Grant, and Nonemployee Director
Options may be granted under this Plan on such day, such person shall
automatically be granted a Nonemployee Director Option to purchase that number
of Common Shares equal to (1) the number of Common Shares that is or would be
subject to a Nonemployee Director Option granted to an Nonemployee Director on
such Date of Grant multiplied by (2) a fraction, the numerator of which is
equal to 365 minus the number of days since the last annual meeting of
shareholders, and the denominator of which is equal to 365.
(b) If, on any date upon which Nonemployee Director
Options are to be automatically granted pursuant to this Section 4, the number
of Common Shares remaining available for options under this Plan is
insufficient for the grant to each Nonemployee Director of a Nonemployee
Director Option to purchase the entire number of Common Shares specified in
this Section 4, then a Nonemployee Director Option to purchase a proportionate
amount of such available number of Common Shares (rounded to the nearest whole
share) shall be granted to each Nonemployee Director on such date.
(c) Each Nonemployee Director Option granted under this
Plan shall become exercisable for the first time to purchase 33-1/3% of the
Common Shares subject thereto (rounded to the nearest whole share) on each of
the first, second and third anniversaries of the Date of Grant of such
Nonemployee Director Option; provided, however, that such Nonemployee Director
Option shall become fully exercisable on the date upon which the optionee shall
cease to be a Nonemployee Director as a result of death or total disability.
(d) Each Nonemployee Director Option granted under this
Plan shall expire upon the first to occur of the following:
(i) The first anniversary of the date upon which
the optionee shall cease to be a Nonemployee Director as a result of
death or total disability;
(ii) The 90th day after the date upon which the
optionee shall cease to be a Nonemployee Director for any reason other
than death or total disability;
(iii) The fifth anniversary of the Date of Grant of
such Nonemployee Director Option.
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(e) Each Nonemployee Director Option shall have an
exercise price equal to the greater of (i) the aggregate Fair Market Value on
the Date of Grant of such option of the Common Shares subject thereto or (ii)
the aggregate par value of such Common Shares on such date.
(f) Payment of the exercise price of any Nonemployee
Director Option granted under this Plan shall be made in full in cash
concurrently with the exercise of such Nonemployee Director Option; provided,
however, that, in the discretion of the Board of Directors of the Company (the
"Board"), the payment of such exercise price may instead be made;
(i) in whole or in part, with Common Shares
delivered concurrently with such exercise (such shares to be valued
on the basis of the Fair Market Value of such shares on the date of
such exercise), provided that the Company is not then prohibited from
purchasing or acquiring Common Shares; and/or
(ii) in whole or in part, by the delivery,
concurrently with such exercise and in accordance with Section
220.3(e)(4) of Regulation T promulgated under the Exchange Act, of a
properly executed exercise notice for such Nonemployee Director Option
and irrevocable instructions to a broker promptly to deliver to the
Company a specified dollar amount of the proceeds of a sale of or a
loan secured by the Common Shares issuable upon exercise of such
Nonemployee Director Option.
(g) For purposes of this Section 4, the "Fair Market
Value" of a Common Share or other security on any date (the "Determination
Date") shall be equal to the closing price per Common Share or unit of such
other security on the business day immediately preceding the Determination
Date, as reported in The Wall Street Journal, Western Edition, or, if no
closing price was so reported for such immediately preceding business day, the
closing price for the next preceding business day for which a closing price was
so reported, or, if no closing price was so reported for any of the 30 business
days immediately preceding the Determination Date, the average of the high bid
and low asked prices per Common Share or unit of such other security on the
business day immediately preceding the Determination Date in the over-the-
counter market, as reported by the National Association of Securities Dealers,
Inc. Automated Quotations System ("NASDAQ") or such other system then in use,
or, if the Common Shares or such other security were not quoted by any such
organization on such immediately preceding business day, the average of the
closing bid and asked prices on such day as furnished by a professional market
maker making a market in the Common Shares or such other security selected by
the Board.
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(h) All outstanding Nonemployee Director Options
theretofore granted under this Plan shall become fully exercisable upon the
first to occur of the following:
(i) the date of dissemination to the shareholders
of the Company of a proxy statement seeking shareholder approval
of a reorganization, merger or consolidation of the Company as a
result of which the outstanding securities of the class then
subject to this Plan are exchanged for or converted into cash,
property and/or securities not issued by the Company, unless such
reorganization, merger or consolidation shall have been
affirmatively recommended to the shareholders of the Company by
the Board;
(ii) the first date upon which the directors of
the Company who were nominated by the Board for election as
directors shall cease to constitute a majority of the
authorized number of directors of the Company; or
(iii) the date of dissemination to the
shareholders of the Company of a proxy statement disclosing a
change of control of the Company.
(i) All outstanding Nonemployee Director Options
theretofore granted under this Plan shall terminate upon the first to occur of
the following:
(i) the dissolution or liquidation of the Company;
(ii) a reorganization, merger or consolidation of
the Company as a result of which the outstanding securities of the
class then subject to such outstanding Nonemployee Director Options
are exchanged for or converted into cash, property and/or securities
not issued by the Company, which reorganization, merger or
consolidation shall have been affirmatively recommended to the
shareholders of the Company by the Board; or
(iii) the sale of substantially all of the property
and assets of the Company.
(j) Each Nonemployee Director Option shall be
nontransferable by the optionee other than by will or the laws of descent and
distribution, and shall be exercisable during the optionee's lifetime only by
the optionee or the optionee's guardian or legal representative.
(k) Nonemployee Director Options are not intended to
qualify as Incentive Stock Options.
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Section 5. STOCK SUBJECT TO PLAN
(a) The aggregate number of Common Shares that may be
issued pursuant to all Incentive Stock Options granted under this Plan shall
not exceed 1,000,000, subject to adjustment as provided in Section 8 hereof.
(b) At any time, the aggregate number of Common Shares
issued and issuable pursuant to all Awards (including all Incentive Stock
Options) granted under this Plan shall not exceed 1,750,000, subject to
adjustment as provided in Section 8 hereof.
(c) For purposes of Section 4(b) hereof, the aggregate
number of Common Shares issued and issuable pursuant to Awards granted under
this Plan shall at any time be deemed to be equal to the sum of the following:
(i) the number of Common Shares that were issued prior to
such time pursuant to Awards granted under this Plan, other than
Common Shares that were subsequently reacquired by the Company
pursuant to the terms and conditions of such Awards and with respect
to which the holder thereof received no benefits of ownership such as
dividends; plus
(ii) the number of Common Shares that were otherwise
issuable prior to such time pursuant to Awards granted under this
Plan, but that were withheld by the Company as payment of the purchase
price of the Common Shares issued pursuant to such Awards or as
payment of the recipient's tax withholding obligation with respect to
such issuance; plus
(iii) the maximum number of Common Shares that are or may
be issuable at or after such time pursuant to Awards granted under
this Plan prior to such time.
Section 6. DURATION OF PLAN
No Awards shall be made under this Plan after April 19, 1998.
Although Common Shares may be issued after April 19, 1998 pursuant to Awards
made prior to such date, no Common Shares shall be issued under this Plan after
April 19, 2008.
Section 7. ADMINISTRATION OF PLAN
(a) This Plan shall be administered by a committee (the
"Committee") of the Board of Directors of the Company (the "Board") consisting
of two or more directors, each of whom is a "disinterested person" (as such
term is defined in Rule 16b-3 promulgated under the Exchange Act, as such Rule
may be amended from time to time).
(b) Subject to the provisions of this Plan, the Committee
shall be authorized and empowered to do all things
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necessary or desirable in connection with the administration of this Plan,
including, without limitation, the following:
(i) adopt, amend and rescind rules and regulations
relating to this Plan;
(ii) determine which persons are Employees and to which of
such Employees, if any, Awards shall be granted hereunder;
(iii) grant Awards to Employees and determine the terms and
conditions thereof, including the number of Common Shares issuable
pursuant thereto;
(iv) determine the terms and conditions of the Nonemployee
Director Options that are automatically granted hereunder, other than
the terms and conditions specified in Section 4 hereof;
(v) determine whether, and the extent to which
adjustments are required pursuant to Section 8 hereof; and
(vi) interpret and construe this Plan and the terms and
conditions of any Award granted hereunder.
Section 8. ADJUSTMENTS
If the outstanding securities of the class then subject to
this Plan are increased, decreased or exchanged for or converted into cash,
property or a different number or kind of securities, or if cash, property or
securities are distributed in respect of such outstanding securities, in either
case as a result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular, quarterly cash
dividend) or other distribution, stock split, reverse stock split or the like,
or if substantially all of the property and assets of the Company are sold,
then, unless the terms of such transaction shall provide otherwise, the
Committee shall make appropriate and proportionate adjustments in (a) the
number and type of shares or other securities or cash or other property that
may be acquired pursuant to Incentive Stock Options and other Awards
theretofore granted under this Plan and (b) the maximum number and type of
shares or other securities that may be issued pursuant to Incentive Stock
Options and other Awards thereafter granted under this Plan.
Section 9. AMENDMENT AND TERMINATION OF PLAN
The Board may amend or terminate this Plan at any time and in
any manner, subject to the following limitations:
(a) No such amendment or termination shall deprive the
recipient of any Award theretofore granted under this Plan,
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without the consent of such recipient, of any of his or her rights thereunder
or with respect thereto; and
(b) Section 4 hereof shall not be amended more than once
every six months, other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act, or the rules and regulations
thereunder.
Section 10. EFFECTIVE DATE OF PLAN
(a) This Plan shall be effective as of April 20, 1993,
the date upon which it was approved by the Board; provided, however, that no
Common Shares may be issued under this Plan until it has been approved,
directly or indirectly, by the affirmative votes of the holders of a majority
of the securities of the Company present, or represented, and entitled to vote
at a meeting duly held in accordance with the laws of the State of California.
(b) Notwithstanding the foregoing, Section 4 of this Plan
shall not be effective until the close of business on the date of the 1993
Annual Meeting of the Shareholders of the Company, or any adjournment thereof,
at which directors of the Company are elected.
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