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EXHIBIT 10.44
CKE RESTAURANTS, INC.
JULY 23, 2001
NON-EMPLOYEE DIRECTOR LOAN AND STOCK PURCHASE AGREEMENT
THIS NON-EMPLOYEE DIRECTOR LOAN AND STOCK PURCHASE AGREEMENT (as
amended, supplemented or modified from time to time, the "Loan Agreement") is
dated as of ___________, 2001 and is between (the "Participant") and CKE
RESTAURANTS, INC., a Delaware corporation (the "Company").
This Loan Agreement is made pursuant to the CKE Restaurants, Inc.
Non-Employee Director Stock Purchase Loan Plan (the "Plan"). All terms not
otherwise defined herein shall have the meanings given such terms in the Plan.
Accordingly, the parties hereto agree as follows:
SECTION 1. PURCHASE AND LOAN.
(a) The Participant agrees, on the terms and conditions set
forth in this Loan Agreement, to purchase Company Common Stock as provided in
his or her Election To Participate And Power of Attorney. The Loan is for the
purpose of the Participant's acquiring shares of Company Stock ("Shares").
(b) The Company agrees, on the terms and conditions set forth in
this Loan Agreement, to make a loan (the "Loan") to the Participant under the
Plan. The loan shall be evidenced by, and repayable in accordance with, a single
promissory note in the form of Exhibit A hereto (the "Note").
SECTION 2. PARTICIPANT REPRESENTATIONS. The Participant warrants to the
Company as follows:
(a) This Loan Agreement constitutes a valid and binding
agreement of the Participant, enforceable against the Participant in accordance
with its terms, except as (i) the enforceability hereof may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
(ii) the availability of equitable remedies may be limited by equitable
principles of general applicability.
(b) The Participant is aware of his or her responsibilities
under federal and state securities laws and will cooperate with the Company and
the broker-dealer designated by the Company to act as purchasing agent pursuant
to the Plan, to take reasonable steps to ensure compliance therewith at all
times.
SECTION 3. EVENTS OF DEFAULT.
(a) For purposes of this Loan Agreement, each of the following
events shall constitute an Event of Default:
(i) the Participant shall be in default under the terms
of the Note, or
(ii) the Participant shall fail to observe or perform
any covenant or agreement contained in this Loan Agreement for ten days after
written notice thereof has been given to the Participant by the Company.
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(b) Upon the occurrence of an Event of Default, the Company
shall have the rights and remedies set forth in the Note. The rights and
remedies provided herein and in the Note shall be cumulative and not exclusive
of any rights or remedies provided by law.
SECTION 4. MISCELLANEOUS.
(a) No failure or delay by the Company in exercising any right,
power or privilege under this Loan Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.
(b) This Loan Agreement may be amended only in a writing signed
by the Participant and the Company. Any waiver must be in a writing signed by
the waiving party.
(c) The provisions of this Loan Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns. This Loan Agreement is for the benefit of the Company and its
successors and assigns. This Loan Agreement shall not be transferable by the
Participant except by will, by the laws of descent and distribution or pursuant
to a qualified domestic relations order.
(d) If any provision hereof is invalid and unenforceable in any
jurisdiction, then, to the fullest extent permitted by law, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in favor of the Company in order to carry out the
intentions of the parties hereto as nearly as may be possible, and (ii) the
invalidity or unenforceability of any provision hereof in any jurisdiction shall
not affect the validity or enforceability of such provision in any other
jurisdiction.
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SECTION 5. GOVERNING LAW. This Loan Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without
application of Delaware conflict of law rules.
IN WITNESS WHEREOF, the parties hereto have caused this Non-Employee
Director Loan and Stock Purchase Agreement to be duly executed as of the day and
year first above written.
PARTICIPANT:
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(Signature)
Print Name:
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Title:
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CKE RESTAURANTS, INC.
By:
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E. Michael Murphy
Executive Vice President, General
Counsel and Secretary
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