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EXHIBIT 10.36
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Employment Agreement
Amendment") is entered into this 18th day of October 2000 by and between CKE
RESTAURANTS, INC. (the "Company"), on the one hand, and XXXX X. XXXXXX
("Employee"), on the other hand.
WHEREAS the Company and Employee are parties to an Employment Agreement,
effective as of April 9, 1999 (the "Employment Agreement"), which they mutually
agree to modify as set forth herein; and
WHEREAS The Company, through its wholly owned subsidiary Xxxx Xxxxxxx
Enterprises, Inc. ("CKE"), and Employee or his affiliated entity are
contemporaneously becoming parties to an Asset Purchase Agreement, dated
October 18, 2000 (the "Asset Purchase Agreement"), pursuant to which Employee
or his affiliated entity is acquiring the right to purchase substantially all
of the assets used in the operation of six (6) Carl's Jr. and/or Carl's
Jr./Green Burrito dual concept restaurants (collectively, the "Restaurants");
and
WHEREAS CKE and Employee or his affiliated entity are contemporaneously
becoming parties to a Management Agreement, dated October 18, 2000 (the
"Management Agreement"), pursuant to which Employee or his affiliated entity is
acquiring the right to manage the Restaurants before the closing of the
transactions contemplated by the Asset Purchase Agreement;
NOW THEREFORE, in consideration of the respective rights and obligations
set forth in the Asset Purchase Agreement, the Management Agreement, and below,
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Unpaid Leave of Absence: Term. During the period of time commencing on
the date of the execution of this Employment Agreement Amendment by both the
Company and Employee, and ending on the earliest to occur of (a) the expiration
or termination, for any reason whatsoever, of the Asset Purchase Agreement
provided that Employee is not still then in possession of the Restaurants
pursuant to the Management Agreement, or (b) the expiration or termination, for
any reason whatsoever, of the Management Agreement, or (c) the closing of the
transactions contemplated by the Asset Purchase Agreement (the "Leave of
Absence Term"), Employee shall be deemed to be on an authorized leave of
absence.
2. Unpaid Leave of Absence. During the Leave of Absence Term, (a)
Employee shall be deemed still to be an officer and employee of Company, but on
a mutually agreed unpaid leave of absence and, accordingly, shall be relieved
of all obligations under the Employment Agreement, other than those imposed by
Sections 11, 12 and 13 of the Employment Agreement, (b) Employee shall not be
entitled to any compensation except as set forth expressly herein, and (c)
except as expressly set forth
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herein, Employee shall not be entitled to receive any officer or employee
compensation and fringe benefits from Company, including, without limitation,
salary or bonus, club initiations or dues, disability insurance, car allowance
or insurance, and vacation or other absentee pay.
3. Medical Coverage. During the Leave of Absence Term, Company shall
continue to provide the medical and other insurance coverage heretofore
available to Employee and his dependents pursuant to section 5(c) of the
Employment Agreement, provided however that Employee shall pay Company its
attributable costs for such continued coverage. Company shall notify Employee
of the amount of these costs, which shall then be due to Company from Employee
within ten (10) days of Employee's receipt of such notification.
4. No Other Changes. Except as expressly set forth herein, the terms of
the Employment Agreement remain unmodified and in effect.
5. Counterparts. This Employment Agreement Amendment may be executed in
counterpart copies, each of which shall serve as an original, but all copies of
which together constitute a single agreement.
IN WITNESS WHEREOF, the parties have executed this Employment Agreement
Amendment as of the date first above written.
XXXX X. XXXXXX
/s/ XXXX X. XXXXXX
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Individually
CKE RESTAURANTS, INC.
By:
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Its:
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herein, Employee shall not be entitled to receive any officer or employee
compensation and fringe benefits from Company, including, without limitation,
salary or bonus, club initiations or dues, disability insurance, car allowance
or insurance, and vacation or other absentee pay.
3. Medical Coverage. During the Leave of Absence Term, Company shall
continue to provide the medical and other insurance coverage heretofore
available to Employee and his dependents pursuant to section 5(c) of the
Employment Agreement, provided however that Employee shall pay Company its
attributable costs for such continued coverage. Company shall notify Employee
of the amount of these costs, which shall then be due to Company from Employee
within ten (10) days of Employee's receipt of such notification.
4. No Other Changes. Except as expressly set forth herein, the terms of
the Employment Agreement remain unmodified and in effect.
5. Counterparts. This Employment Agreement Amendment may be executed in
counterpart copies, each of which shall serve as an original, but all copies of
which together constitute a single agreement.
IN WITNESS WHEREOF, the parties have executed this Employment Agreement
Amendment as of the date first above written.
XXXX X. XXXXXX
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Individually
CKE RESTAURANTS, INC.
By: [SIGNATURE ILLEGIBLE]
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Its: Senior Vice President
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