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Exhibit 99.4
CARL KARCHER ENTERPRISES, INC.
1993 EMPLOYEE STOCK INCENTIVE PLAN
DIRECTORS' NON-QUALIFIED STOCK OPTION AGREEMENT
This Stock Option Agreement ("Agreement") is made and entered
into as of the Date of Grant indicated below by and between Carl Karcher
Enterprises, Inc., a California corporation (the "Company"), and the person
named below, who is a Director of the Company ("Grantee").
WHEREAS, Grantee is a Nonemployee Director (as defined in the
Company's 1993 Employee Stock Incentive Plan (the "Plan")) of the Company;
WHEREAS, pursuant to the Plan, each Nonemployee Director is
automatically granted each year an option to purchase shares of the common
stock of the Company (the "Common Stock"); and
WHEREAS, the Grantee is being granted such an option 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. Grant of Option; Certain Terms and Conditions. The
Company hereby grants to Grantee, and Grantee hereby accepts, as of the Date of
Grant, an option to purchase the number of shares of Common Stock indicated
below (the "Option Shares") at the Exercise Price per share indicated below,
which option shall expire at 5:00 o'clock p.m., California time, on the
Expiration Date indicated below (or such earlier date as may be set forth in
Section 2 below) and shall be subject to all of the terms and conditions set
forth in this Agreement (the "Option"). On each anniversary of the Date of
Grant, the Option shall become exercisable to purchase, and shall vest with
respect to, that number of Option Shares (rounded to the nearest whole share)
equal to the total number of Option Shares multiplied by the Annual Vesting
Rate indicated below.
Grantee: ___________________
Date of Grant: June 16, 1993
Number of Shares Purchasable: 2,000
Exercise Price per Share: $7.25
Expiration Date: June 16, 1998
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Annual Vesting Rate: 33-1/3%
The Option is not intended to qualify as an incentive stock option under
Section 422 of the Internal Revenue Code (an "Incentive Stock Option").
2. Acceleration and Termination of Option.
(a) Termination of Option.
This Option shall expire upon the first to occur of
the following:
(i) The first anniversary of the date upon which Grantee
shall cease to be a Nonemployee Director as a result of death or Permanent
Disability. As used herein, "Permanent Disability" means the inability to
perform in all material respects such Grantee's duties and obligations as a
Director of the Company by reason of any medically determinable physical or
mental impairment that can be expected to result in death or that has lasted or
can be expected to last for a continuous period of not less than 12 months.
Grantee shall not be deemed to have a Permanent Disability until proof of the
existence thereof shall have been furnished to the Board in such form and
manner, and at such times, as the Board may require. Any determination by the
Board that the Grantee does or does not have a Permanent Disability shall be
final and binding upon the Company and Grantee;
(ii) The ninetieth day after the date upon which Grantee
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 this
Option;
(iv) The dissolution or liquidation of the Company;
(v) A reorganzation, merger or consolidation of the
Company as a result of which the outstanding securities of the class then
subject to this Option 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
(vi) The sale of substantially all of the property and
assets of the Company.
3. Acceleration of Vesting of Option.
Notwithstanding the provisions of Section 1, this
Option shall become fully exercisable upon the first to occur of the following:
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(i) The date upon which Grantee shall cease to be a
Nonemployee Director as a result of death or Permanent Disability;
(ii) 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 the 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;
(iii) The first date upon which the Directors of the
Company who are nominated by the Board for election as Directors shall cease to
constitute a majority of the authorized number of Directors of the Company; or
(iv) The date of dissemination to the shareholders of the
Company of a proxy statement disclosing a change of control of the Company.
4. Adjustments. In the event that the outstanding
securities of the class then subject to the Option 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
reorganization, merger, consolidation, recapitalization, reclassification,
dividend (other than a regular, quarterly cash dividend) or other distribution,
stock split, reverse stock split or the like, or in the event that
substantially all of the property and assets of the Company are sold, then,
unless such event shall cause the Option to terminate pursuant to Section 2
hereof, the Board of Directors shall make appropriate and proportionate
adjustments in the number and type of shares or other securities or cash or
other property that may thereafter be acquired upon the exercise of the Option;
provided, however, that any such adjustments in the Option shall be made
without changing the aggregate Exercise Price of the then unexercised portion
of the Option.
5. Exercise.
(a) The Option shall be exercisable during
Grantee's lifetime only by Grantee or by his or her guardian or legal
representative, and after Grantee's death only by the person or entity entitled
to do so under Grantee's last will and testament or applicable intestate law.
The Option may only be exercised by the delivery to the Company of a written
notice of such exercise, which notice shall specify the number of Option Shares
to be purchased (the "Purchased Shares") and the aggregate Exercise Price for
such shares (the "Exercise Notice"), together
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with payment in full of such aggregate Exercise Price in cash or by check
payable to the Company.
6. Payment of Withholding Taxes. If the Company becomes
obligated to withhold an amount on account of any tax imposed as a result of
the exercise of the Option, including, without limitation, any federal, state,
local or other income tax, or any F.I.C.A., state disability insurance tax or
other employment tax, then Grantee shall, on the first day upon which the
Company becomes obligated to pay such amount to the appropriate taxing
authority, pay such amount to the Company in cash or by check payable to the
Company.
7. Notices. All notices and other communications
required or permitted to be given pursuant to this Agreement shall be in
writing and shall be deemed given if delivered personally or five days after
mailing by certified or registered mail, postage prepaid, return receipt
requested, to the Company at 1200 North Harbor Boulevard, Anaheim, California
92801, Attention: Mr. Roger Shively, or to Grantee at the address set forth
beneath his or her signature on the signature page hereto, or at such other
addresses as they may designate by written notice in the manner aforesaid.
8. Stock Exchange Requirements; Applicable Laws.
Notwithstanding anything to the contrary in this Agreement, no shares of stock
purchased upon exercise of the Option, and no certificate representing all or
any part of such shares, shall be issued or delivered if (a) such shares have
not been admitted to listing upon official notice of issuance on each stock
exchange upon which shares of that class are then listed or (b) in the opinion
of counsel to the Company, such issuance or delivery would cause the Company to
be in violation of or to incur liability under any federal, state or other
securities law, or any requirement of any stock exchange listing agreement to
which the Company is a party, or any other requirement of law or of any
administrative or regulatory body having jurisdiction over the Company.
9. Nontransferability. Neither the Option nor any
interest therein may be sold, assigned, conveyed, gifted, pledged, hypothecated
or otherwise transferred in any manner other than by will or the laws of
descent and distribution
10. Plan. The Option is granted pursuant to the Plan, as
in effect on the Date of Grant, and is subject to all the terms and conditions
of the Plan, as the same may be amended from time to time; provided, however,
that no such amendment shall deprive Grantee, without his or her consent, of
the Option or of any of Grantee's rights under this Agreement. The
interpretation and construction by the Board of Directors of the Plan, this
Agreement, the Option and such rules and regulations as may be adopted by the
Committee and the Board of Directors for the purpose of administering the Plan
shall be final and binding upon
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Grantee. Until the Option shall expire, terminate or be exercised in full, the
Company shall, upon written request therefor, send a copy of the Plan, in its
then-current form, to Grantee or any other person or entity then entitled to
exercise the Option.
11. Stockholder Rights. No person or entity shall be
entitled to vote, receive dividends or be deemed for any purpose the holder of
any Option Shares until the Option shall have been duly exercised to purchase
such Option Shares in accordance with the provisions of this Agreement.
12. Governing Law. This Agreement and the Option granted
hereunder 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 Grantee have duly executed
this Agreement as of the Date of Grant.
CARL KARCHER ENTERPRISES, INC.
By ________________________________
Title:
GRANTEE
___________________________________
Signature
___________________________________
Street Address
___________________________________
City, State and Zip Code
___________________________________
Social Security Number
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