Exhibit
10.39






CKE RESTAURANTS,
INC.
  AMENDMENT
NO. 3
 TO
 EMPLOYMENT
AGREEMENT
  This
Amendment No. 3 (the “Amendment”) to
Employment Agreement is made effective as of December 16, 2008, by and between
CKE Restaurants, Inc. (the “Company”) and Richard
E. Fortman (the “Employee”).
  RECITALS:
  A.  The
Company and the Employee entered into an Employment Agreement dated as of
January 2004, and amended on December 6, 2005 and March 20, 2007 (the “Agreement”).
  B.  The
Company and Employee now desire to amend the Agreement as set forth
below.
   AGREEMENT
  1.  Term.  Section
2 is hereby amended to read in its entirety as follows:
  “2.           Term.  The
term of this Agreement shall commence on the first day of the Company’s fiscal
year commencing in the year 2004 (the “Effective Date”) and, prior to July 11,
2012, shall terminate three (3) years following the date on which notice of
non-renewal or termination of this Agreement is given by either party to the
other and, on and subsequent to July 11, 2012, shall terminate on July 11, 2015,
subject in all cases to prior termination as set forth in Section 7 below (the
“Term”).  Thus,
prior to July 11, 2012, the Term shall be renewed automatically on a daily basis
so that the outstanding Term is always three (3) years following the date on
which notice of non-renewal or termination is given by either party to the other
and, on July 11, 2012, the Term shall convert into a remaining three (3) year
term ending on July 11, 2015.  The Term may be extended at any time
upon mutual written agreement of the parties.”
  2.  Other Compensation and
Fringe Benefits.  Section 4(d) of the Agreement is hereby
amended to add the following sentence at the end thereof:
  “Such
discretionary bonus shall be evaluated and paid (if applicable) no later than
December 31 of the calendar year following the calendar year to which such bonus
relates.”
  3.  Expense
Reimbursement.  Section 6 of the Agreement is hereby amended to
add the following sentence at the end thereof:
  “Any
amounts payable under this Section 6 shall be paid no later than December 31 of
the year following the year in which the expenses are incurred.”
  4.  Termination.  Section
7(b)(ii) is hereby amended as follows:
  (1)           To
change and replace the duration for the provision of the benefits stated therein
from “for the remainder of the Term” to:
  “during
the period commencing on the date of termination and ending on the December 31
of the second calendar year following the calendar year in which the termination
occurred”; and
  (2)           To
add the following text immediately following the phrase which reads “...the
Company shall, at its expense, arrange to provide the Employee with benefits
substantially similar to those which the Employee would otherwise have been
entitled to receive under such plans and programs from which his continued
participation is prohibited”:
  “;
provided, however, that notwithstanding the foregoing, there shall only be
included, and Employee shall only be entitled to, those benefit plans or
programs that are exempt from the term “nonqualified deferred compensation plan”
under Section 409A of the Code.”
  (3)           To
add the following sentence at the end thereof:
  “Notwithstanding
anything in Section 7(b) to the contrary, no amount shall be payable pursuant to
this Section 7(b) unless Employee has incurred a Separation from Service (within
the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation
Section 1.409A-1(h) (“Separation from Service”) by reason of a termination of
the Employee’s employment by the Company under this Section 7(b).”
  5.  Definitions.  Terms
used but not defined in this Amendment shall have the respective meanings
assigned to them in the Agreement.
  6.  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.
  7.  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.
   IN
WITNESS WHEREOF, this Amendment is executed by the undersigned as of the date
first written above.
  
 /s/ Richard E.
Fortman
 Richard E. Fortman
 
 
 CKE Restaurants, Inc.
 
 
 By:       /s/ Andrew F.
Puzder
 Andrew F. Puzder
 Chief Executive Officer