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EXHIBIT 10.8
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
XXXX XXXXXXX ENTERPRISES, INC.
This First Amendment (the "Amendment") to Employment Agreement dated
January 1, 1994, between Xxxx Xxxxxxx Enterprises, Inc. (the "Company") and Xxxx
X. Xxxxxxx ("Founder"), is made effective as of November 1, 1997 (the "Effective
Date"), by and between the Company and Founder.
R E C I T A L S
A. The Company and Founder entered into an Employment Agreement (the
"Agreement") on January 1, 1994 whereby the Company agreed to employ the Founder
for a term of five (5) years from the date of the Agreement.
B. The Company and Founder now desire to amend the Agreement to extend the
employment term and to modify other provisions thereof as set forth herein.
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants and agreements set forth herein, the parties hereby agree as follows:
1. Employment Term. Section 3 of the Agreement shall be amended in its
entirety to read as follows:
"3. Employment Term. Founder shall be employed under this
Agreement for a term of ten (10) years from the date of execution of
this Agreement (the "Employment Term"), commencing on the date hereof
and terminating on the close of business on December 31, 2003, unless
sooner terminated as provided in Section 7."
2. Management Bonus Pool. Commencing on the Effective Date and continuing
through the Employment Term, Founder shall become eligible to participate in any
management incentive compensation bonus pool plans, which at inception shall be
the EPIC Bonus Pool, including cash or stock option bonus pool plans, approved
by the Company's Board of Directors, such participation to be on terms
comparable to those afforded to other executive management employees. Except for
payments pursuant to predetermined formula bonus plans, the payment and amount
of any bonus shall be based upon the recommendation of the Chief Executive
Officer of the Company, and upon approval by the Compensation Committee of the
Board of Directors based upon the performance of his duties under the Agreement,
as amended.
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3. Stock Options. In addition to Founder's rights to participate in the
Company's option plan as set forth in Section 4.c. of the Agreement, on the
expiration of the original term of the Agreement, January 1, 1999, the Founder
shall receive a grant of fully vested options to purchase 100,000 shares of
common stock of CKE Restaurants, Inc., a Delaware corporation and the parent of
the Company ("CKE"), at a per share option exercise price equal to the fair
market value of CKE's common stock at the time of the grant.
4. Termination Upon Death. Section 7.e. of the Agreement shall be amended
in its entirety to read in full as follows:
"7.e. Death. Upon the death of Founder, any compensation due to
Founder for services rendered prior to the date of termination as a
result of his death will be paid to Founder's estate within ten (10)
days of termination, and thereafter, Xxxxxxxx Xxxxxxx shall receive
payment of Founder's salary for one full year following Founder's
death and, thereafter, the Retirement Benefits for the balance of her
life."
5. Additional Benefits. A new section, "Section 6.d. Prayer and Opening
Remarks at Meetings of Shareholders." shall be added to the Agreement and shall
read in full as follows:
"6.d. Prayer and Opening Remarks at Meetings of Shareholders.
Founder shall be entitled, at each meeting of shareholders of CKE, to
say an opening prayer and to present a brief, positive opening
statement. This Section 6.d. shall survive termination of this
Agreement and shall continue to be in full force and effect for the
duration of Founder's life."
6. Definitions. Terms used but not defined in this Amendment shall have
the respective meanings assigned to them in the Agreement.
7. Counterparts. This amendment may be executed in multiple counterparts,
each of which shall be deemed an original, and all of which shall constitute one
Amendment.
8. Terms and Conditions of Agreement. Except as specifically amended by
this Amendment, all terms and conditions of the Agreement shall remain in full
force and effect.
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IN WITNESS WHEREOF, this Amendment is executed by the undersigned as of the
date first written above.
/s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
XXXX XXXXXXX ENTERPRISES, INC.
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx, Chief Executive
Officer
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