Entry into a Material Definitive Agreement
EX-10.1 2 a19672exv10w1.htm EXHIBIT 10.1 Exhibit 10.1
EXHIBIT 10.1
E. MICHAEL MURPHY Executive Vice President & General Counsel |
April 13, 2006
via Email
Mr. Matt Goldfarb
Pirate Capital LLC
200 Connecticut Avenue, 4th Floor
Norwalk, Connecticut 06854
Pirate Capital LLC
200 Connecticut Avenue, 4th Floor
Norwalk, Connecticut 06854
Dear Matt:
As Byron Allumbaugh and I have previously mentioned to you, the members of the Board of Directors of CKE Restaurants, Inc. (the Company) who have had the opportunity to meet you have been very impressed with you as a person, and as a prospective Board member. We also are of the belief that you can bring added value to the Board.
Accordingly, I am pleased to advise you that, subject to the affirmation requested below, the Board has unanimously agreed to appoint you to the Board on the following basis: (i) you will fill the vacancy left by the resignation of Douglas Ammerman; (ii) your appointment will be effective at the next regularly scheduled Board of Directors meeting presently anticipated to be June 27, 2006; and (iii) since Mr. Ammermans term expires at the time of the Companys 2007 Annual Stockholders meeting, you will be up for reelection at that time.
This agreement is conditioned upon your affirmation of the following representations by you:
1. | You will exercise your fiduciary duties as a Board member in the best interests of all of the stockholders, and not in the interests of just one stockholder, or a group of select stockholders. | ||
2. | You will personally exercise your fiduciary duties, and you will not act on behalf, or operate at the direction, of any person or persons. | ||
3. | At such time as either (i) Pirate Capital LLC and its affiliates own, in the aggregate, less than five percent of the Companys outstanding Common Stock (for reasons other than dilution caused by the Companys issuance of new securities) or (ii) you are no longer affiliated with Pirate Capital LLC, you will tender your resignation as a director. The Board will have the opportunity, but not the obligation, to accept this resignation. | ||
4. | Pirate Capital LLC and its affiliates will vote at the Companys 2006 Annual Stockholders meeting for the Companys slate of three directors (Messrs. Jerry Rubinstein, Dan Ponder and Carl Leo Karcher). |
Carls Jr. Hardees Green Burrito La Salsa
Mr. Matt Goldfarb
Pirate Capital LLC
April 13, 2006
Page 2
Pirate Capital LLC
April 13, 2006
Page 2
Upon your execution of this letter in the place provided below, affirming the above representations, the Companys agreement to appoint you to the Board as described above shall be effective. In closing, I would like to note that the Board sincerely looks forward to your participation.
Very truly yours, | ||||
CKE Restaurants, Inc. | ||||
By: | /s/ E. Michael Murphy | |||
E. Michael Murphy, | ||||
Executive Vice President | ||||
Affirmed: | ||||
/s/ Matthew Goldfarb | ||||