##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 Amendment No. 1
 
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For Fiscal Year Ended January 25, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934
 From the transition period from  to
 Commission File Number 1-11313
 
 CKE Restaurants, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    33-0602639(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 6307 Carpinteria Ave. Ste. A
Carpinteria, California 93013
(Address of principal executive offices)
 (805) 745-7500
(Registrants telephone number)
Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.01 par value
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE
 None




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TABLE OF CONTENTS
 EXPLANATORY NOTE
    
    
    1PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    2Item 11. Executive Compensation
    
    
    6Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    35Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    37Item 14. Principal Accounting Fees and Services
    
    
    42PART IVItem 15: Exhibits and Financial Statement Schedules.
    
    
    44SIGNATURESEXHIBITSExhibit 31.1Exhibit 31.2




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EXPLANATORY NOTE
   1




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 Directors
   DIRECTORS CONTINUING IN OFFICE UNTIL 2010
 Position, Principal Occupation, BusinessName and Age as of May 25, 2010
    
    Experience and DirectorshipsByron Allumbaugh
    
    
    78
    
    
    Mr. Allumbaugh has served as a director
since 1996, and was appointed Chairman of
our Board of Directors on July 19, 2005.
Mr. Allumbaugh retired as Chairman of the
board of directors of Ralphs Grocery
Company on January 31, 1997, where he
held numerous management positions since
1958, serving as Chief Executive Officer
from 1976 to 1995 and Chairman of the
board of directors from 1995 until his
retirement. Currently a self-employed
business consultant, Mr. Allumbaugh is
also a past member of the board of
directors of each of the Automobile Club
of Southern California and The Pantry,
Inc.Mr. Allumbaugh brings to the Board a long
and successful business career and with
that extensive experience in the
restaurant and food service industries,
both at the management level and the
board level. His skills include
operations, financial analysis, business
strategy and development, marketing,
distribution management, corporate
governance and risk assessment. Mr.
Allumbaugh has also developed specialized
knowledge of the Company through his
service as a director over the past 14
years.Frank P. Willey
    
    
    56
    
    
    Mr. Willey has served as a director since
1994 and was appointed Vice Chairman in
December 2008. He has served as a
director and Vice Chairman of Fidelity
National Financial, Inc., or FNF, since
1984, and served as General Counsel of
FNF from 1984 to 1995, as well as its
President from 1995 until 2000. Mr.
Willey also currently serves as a
director of PennyMac Mortgage Investment
Trust, which is a public company, and is
 a director of several privately held
companies.Mr. Willey brings to the Board extensive
legal, operational and financial
experience as an attorney and former
president of FNF. His skills include
finance, accounting and legal expertise,
operations, business strategy and
development, executive compensation and
risk assessment. Mr. Willey has also
developed a unique understanding of the
Company through his 16 years of service
to the Board.Matthew Goldfarb
    
    
    38
    
    
    Mr. Goldfarb has served as a director
since 2006. He has also served as lead
independent director of Xinergy, Ltd.
since December 2009, and served as a
director of James River Coal Co. during
2006. Mr. Goldfarb until February 2010
managed loan sales and trading at Pali
Capital, Inc. and Tradition North
America. Prior thereto, Mr. Goldfarb was
a Director and Senior Investment Analyst
of Blackstone Group/GSO Capital Partners
since January 2007, a Director and Senior
Investment Analyst at Pirate Capital LLC
for approximately two years, and prior to
that was counsel at Icahn Associates
Corp., an investment firm, from July 2000
to January 2005. Prior to that, Mr.
Goldfarb was associated with the law firm
of Schulte Roth & Zabel LLP.Mr. Goldfarb brings to the Board
extensive experience with respect to
financial markets, investment strategies
and industry analysis. His particular
skills include financial and business
analysis, financial strategy, business
strategy, long-range planning and
financial market strategy.
  2




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DIRECTORS CONTINUING IN OFFICE UNTIL 2011
 Position, Principal Occupation, BusinessName and Age as of May 25, 2010
    
    Experience and DirectorshipsPeter Churm
    
    
    84
    
    
    Mr. Churm has served as a director
since 1979. Mr. Churm was Chairman of
the board of directors of Furon Company
from May 1980 through February 1992 and
was President of that company for more
than 16 years. From February 1992
until November 1999, Mr. Churm served
as Furon Companys Chairman Emeritus as
well as a member of its board of
directors.Mr. Churm brings to the Board
unparalleled experience with the
operation and development of the
Company through his service as a
director of the Company for 31 years
and as the Chief Executive Officer of
Furon Company. His particular skills
include executive compensation,
operations, business strategy and
development, and product development.Janet E. Kerr
    
    
    55
    
    
    Professor Kerr has served as a director
since 2004. Professor Kerr is
currently a professor of law and the
Executive Director of the Geoffrey H.
Palmer Center for Entrepreneurship and
the Law at Pepperdine University School
of Law in Malibu, California.
Professor Kerr has served as a
consultant to various companies on
Sarbanes-Oxley Act compliance and
corporate governance. She is currently
a member of the board of directors of
Larta, formerly known as the Southern
California Regional Technology
Alliance, has founded several
technology companies and is a
well-known author in the areas of
securities, corporate law and corporate
governance, having published several
articles and a book on the subjects.Professor Kerr was a co-founder of
X-Labs, a technology company co-founded
with HRL Laboratories. Professor Kerr
is also a member of the board of
directors of La-Z-Boy Incorporated.
Professor Kerr has had a distinguished
professional, business and academic
career and from that brings to the
Board extensive business, legal and
corporate governance experience. Her
skills include risk management,
executive compensation, corporate
governance, legal and regulatory
expertise, stockholder relations,
policy matters and social
responsibility matters.Daniel D. (Ron) Lane
    
    
    75
    
    
    Mr. Lane has served as a director since
1993. Since February 1983, he has been
a principal, Chairman and Chief
Executive Officer of Lane/Kuhn Pacific,
Inc. Mr. Lane is also a director of FNF
and Fidelity National Information
Services, Inc.Mr. Lane brings to the Board 17 years
of experience as a director of the
Company and extensive experience as the
Chief Executive Officer of a private
company, a member of the board of two
public companies and a trustee of a
highly regarded educational
institution. His skills include
operations, marketing, business
strategy and leadership development.Andrew F. Puzder
    
    
    59
    
    
    Mr. Puzder has served as a director
since 2001. Mr. Puzder became our
Chief Executive Officer in September
2000. From September 2000 to January
2009, he also served as our President.
From February 1997 to September 2000,
he served as our Executive Vice
President, General Counsel and
Secretary. Mr. Puzder was also
Executive Vice President of FNF from
January 1995 to June 2000. Mr. Puzder
was a partner in the Costa Mesa,
California law firm of Lewis, DAmato,
Brisbois & Bisgaard from September 1991
to March 1994, and a shareholder in the
Newport Beach, California law firm of
Stradling Yocca Carlson & Rauth from
March 1994 until joining FNF in 1995. 
Mr. Puzder has been an executive
officer of the Company for over 13
years and a director of the Company for
over nine years. As a result, he
brings extensive knowledge of the
operations and long-term strategy of
the Company. His particular skills
include operations, franchising,
management development, business
strategy and development, product
development, marketing, risk assessment
and stockholder relations. The Board
believes that Mr. Puzders vision,
leadership and extensive knowledge of
the Company is essential to the future
growth of the Company.
  3




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DIRECTORS CONTINUING IN OFFICE UNTIL 2012
 Position, Principal Occupation, BusinessName and Age as of May 25, 2010
    
    Experience and DirectorshipsCarl L. Karcher
    
    
    61
    
    
    Mr. Karcher has served as a director
since 1992. Mr. Karcher is the
President of CLK, Inc., a Carls Jr.
franchisee. Mr. Karcher has been a
Carls Jr. franchisee since May 1985.
For more than 17 years prior to that
time, Mr. Karcher was employed by us in
several capacities, including Vice
President, Manufacturing and
Distribution. Carl L. Karcher is the
son of the late Carl N. Karcher, our
founder.Mr. Karcher brings over 40 years of
experience in the quick service
restaurant industry, including 18 years
serving on the Board. Mr. Karcher
started as a counter employee at the
Company and was promoted to Vice
President of Purchasing, Distribution
and Manufacturing before leaving the
Company to become a franchisee in 1985.
As a former employee, long-time Board
member and franchisee with an operating
interest in 66 restaurants, Mr. Karcher
has considerable personal knowledge of
the Company and a unique perspective
with respect to its operations.Jerold H. Rubinstein
    
    
    70
    
    
    Mr. Rubinstein has served as a director
since 2006. Mr. Rubinstein is Chairman
of U.S. Global Investors, Inc., a
mutual fund advisory company. Mr.
Rubinstein has started and sold many
companies over the years, including Bel
Air Savings and Loan and DMX, a cable
and satellite music distribution
company. Most recently, Mr. Rubinstein
was Managing Partner at Music Imaging &
Media Imaging International. Mr.
Rubinstein started and sold XTRA Music
Ltd., a satellite and cable music
distribution company in Europe. Mr.
Rubinstein is both a CPA and attorney.Mr. Rubinstein brings to the Board, as
a result of a lengthy career as an
attorney, CPA and businessman,
extensive experience in the areas of
operations, legal analysis, financial
and accounting expertise, and business
development. His particular skills
include finance and accounting,
operations, long-range planning, brand
and product development, business
strategy and development, corporate
governance and risk assessment.Daniel E. Ponder, Jr.
    
    
    56
    
    
    Mr. Ponder has served as a director
since 2001. He is currently the
President and Chairman of the board of
directors of Ponder Enterprises, Inc.,
a franchisee of Hardees restaurants.
He has been a Hardees franchisee for
over 25 years. Mr. Ponder served in
the Georgia legislature until January
2001. Mr. Ponder was the 2003
recipient of the John F. Kennedy
Profile in Courage Award.Mr. Ponder brings to the Board
considerable experience in the quick
service restaurant industry, both as a
significant franchisee for over 25
years and a director for over nine
years. As a franchisee,
Mr. Ponder brings specialized knowledge
and a unique perspective with respect
to the operations, marketing, product
development, business strategies and
franchising of the Hardees brand.
  4




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Executive Officers
  Family Relationships
  Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  Material Changes to the Procedures by Which Security Holders May Recommend Nominees to Our Board
  Audit Committee and Audit Committee Financial Expert
   5




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Item 11. Executive Compensation
 COMPENSATION DISCUSSION AND ANALYSIS
 Current Compensation Philosophy and Objectives
          6




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Targeted Overall Compensation
   
    
    The Company did not have a separate Chief Executive Officer, President and Chief
Operating Officer, as Mr. Puzder performed all three functions;
    
    Mr. Murphy was not only General Counsel but he was also responsible for the Companys
franchising operations, and he was the Chief Administrative Officer, with human resources
and IT reporting to him; and
    
    The Company did not have a separate treasury function, as Mr. Abajian essentially
fulfilled both the accounting and treasurer duties, together with being responsible for the
Companys Carls Jr. food distribution operations and the Companys firm-wide equipment
purchasing and distribution operations.
   7




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8




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Employment Agreement Amendments During Fiscal 2009
    
    
    the Company had several multi-year interest rate swap agreements in place with respect
to a substantial portion of its senior term debt which had the economic effect of fixing
the Companys cash interest payments on the term debt such that the effective interest rate
was approximately 6.1% per annum during the term of the interest rate swap agreements;
    
    because these are multi-year swap agreements, the accounting rules require that these
agreements be valued at their fair market value in the Companys financial statements,
which value is dependent upon forward looking interest rate expectations on the date of
valuation;
    
    depending upon the valuation, there could be either a charge or credit to the Companys
income statement for the relevant accounting period, which over the entire term of the swap
agreement will be zeroed out but, if valued at any given point of time within this term,
could have a significant impact on the respective accounting period;
    
    in budgeting for fiscal 2009, the Company did not include any credits or charges for
these swap agreement derivatives because (i) the Company could not have foreseen the
financial volatility and instability that was to occur in fiscal 2009, and (ii) even if it
could have foreseen this volatility and instability, due to the magnitude of the volatility
it would not have been able to reasonably estimate the size of any credits or charges
related to these swap agreement derivatives in order to include them in the budget; and
    
    any charge or credit would be reflected in the Companys pre-tax income and would thus
aberrationally affect the performance cash bonus formula contained in the Employment
Agreements with Messrs. Puzder, Murphy and Abajian.
   9




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
    
    Mr. Puzder agreed to reduce the severance payable to him in lieu of his bonus from six
times his then base salary to three times his then base salary;
    
    Mr. Puzder, together with each of the other five executives with an Employment Agreement
at that time (Messrs. Murphy, Abajian, Haley, Fortman, and Griggs), agreed that the
Companys requirement to provide a three-year notice of termination will terminate on July
11, 2012 and that each of their respective Employment Agreements will terminate on July 11,
2015;
    
    Messrs. Puzder, Murphy and Abajian agreed that there will be excluded from their
performance cash bonus calculation any benefit from a credit (or any penalty for a charge)
arising from marking to market the Companys interest rate swap agreement derivatives; and
    
    Messrs. Murphy and Abajian will each be given the right to voluntarily terminate his
Employment Agreement in the event that there is ever a change in control and receive the
same severance benefits as he would have received had he been terminated without cause,
provided that he gives notice of his termination within 90 days of the change in control.
  Employment Agreement Amendments Effective Following Completion of Fiscal 2010
  
    
    The compensation philosophy of the Compensation Committee is to establish compensation
packages that maximize the retention and motivation of its executive officers;
    
    The severe stresses that occurred in the financial markets and the resulting recession
have had a dramatic and material adverse impact on the economy and most businesses,
including the Company;
    
    The scope and depth of this impact was unforeseeable at the time the executive
compensation packages were approved and the equity incentive performance targets were
established;
    
    The already challenging performance targets relative to peer company performance targets
have been rendered essentially unachievable, as a result of which the incentives provided
for therein have been lost;
    
    The effectiveness of the Compensation Committees compensation philosophy has been compromised; and
    
    The executive compensation packages should be assessed in light of the changed circumstances.
  10




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
    
    No change should be made to the cash component of the compensation packages;
    
    The peer group companies to which the Company is compared should be enlarged and the mix
of companies should be changed.
    
    No change should be made to the vesting of any shares under the current compensation
plan until after the completion of fiscal 2010. Thus, performance shares may continue to
vest in accordance with the previous vesting schedule through the completion of fiscal
2010. Any modifications to the vesting of performance shares should be prospective only.
Any shares which expire as of the last day of fiscal 2010 will be allowed to expire on
their terms.
    
    The 80-20 ratio between performance based shares and time based shares for the equity
awards made beginning with awards granted in fiscal 2011 should be re-weighted to a 60-40
ratio such that more shares are subject to time based vesting. A portion of the
performance based shares issued in fiscal 2010 that have not vested in accordance with
their terms at the completion of fiscal 2010 should be reallocated as time based shares in
accordance with a specified formula.
    
    The Company should establish new vesting criteria for the performance based shares
granted (or to be granted) to Messrs. Puzder, Murphy and Abajian in fiscal 2009, 2010 and
2011 (to the extent they do not vest based upon performance through fiscal 2010 under the
current performance criteria). The new vesting criteria should require the Company to
assess, over one-year and three-year performance periods, its Operating Margin and Total
Return compared to the performance of the new peer group companies. The performance
periods used to determine the vesting of these shares should be fiscal 2011, 2012 and 2013.
    
    The executives should be required to hold restricted shares granted in fiscal 2010 and
2011 until January 30, 2014.
    
    The Company should extend the application of the executive officers annual cash bonus
performance awards for an additional year to fiscal 2011.
    11




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Salary
      Executive:
    
    Base Salary:Mr. Puzder
    
    $
    1,070,000Mr. Murphy
    
    $
    636,750Mr. Abajian
    
    $
    454,750
   Annual Cash Bonus
   12




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
    
    For each fiscal year, the Compensation Committee approves, at the beginning of the year,
a target income. Generally, the target income is the Income before taxes,
discontinued operations and the cumulative effect of
accounting charge for goodwill reflected in the annual budget for that fiscal year, as
approved by the Board. In developing this annual budget each year, the Board normally
expects realistically achievable improvement over the prior year.
 
    
    Upon completion of the fiscal year, the actual income for the year is compared to the
target income.
 
    
    If the actual income has the following percentage relativity to the target income,
the indicated bonus amount will be earned:
 Relativity:
    
    Bonus Amount:Under 80%
    
    0Between 80% and 100%
    
    A percentage of base salary on a sliding scale
beginning at 50% and sliding to 100%Between 100% and 120%
    
    A percentage of base salary on a sliding scale
beginning at 100% and sliding to a maximum of 250%
of base salary for Mr. Puzder, 220% of base salary
for Mr. Murphy and 200% of base salary for Mr.
Abajian.Greater than 120%
    
    A maximum of 250% of base salary for Mr. Puzder,
220% of base salary for Mr. Murphy and 200% of base
salary for Mr. Abajian.
      Executive (Base Salary):
    
    Amount:Mr. Puzder ($1,070,000)
    
    $
    2,675,000Mr. Murphy ($636,750)
    
    $
    1,400,850Mr. Abajian ($454,750)
    
    $
    909,500
   13




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Equity Incentives
          14




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
    
    For each fiscal year within the three years for which the Companys operating income was
at least equal to the Target Operating Income for such year, one-third of the award would
vest;
    
    An annual partial vesting could occur if, for any fiscal year, the Companys operating
income was between 80% and 100% of the Target Operating Income for such fiscal year (with
50% vesting at 80% achievement, and an additional 2.58% vesting for each percent of
achievement over 80%); and
    
    If any of the performance shares did not otherwise vest during the first three years
after the award because the applicable Target Operating Income criteria was not
satisfied, such remaining shares could, nevertheless, vest if the Companys average
percentage increase in operating income over the three years was equal to or greater than
the average percentage increase in operating income for at least eight of the 12 companies
in the peer company study group.
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From 10/12/07
    
    
    From 10/12/08
    
    
    From 10/12/09Name:
    
    Award:
    
    
    Award:
    
    
    Award:Mr. Puzder
    
    
    80,000
    
    
    
    80,000
    
    
    
    80,000Mr. Murphy
    
    
    20,000
    
    
    
    20,000
    
    
    
    20,000Mr. Abajian
    
    
    20,000
    
    
    
    20,000
    
    
    
    20,000
  Operating Income as reflected in the Income Statement
    
    $
    79,495,000Add back expenses incurred relating to performance shares
    
    
    2,163,000Add back net losses/(gains) on sale of restaurants to franchisees
    
    
    (254,000
    )Adjusted Operating Income
    
    $
    81,404,000
   From 10/12/07
    
    
    From 10/12/08
    
    
    From 10/12/09Name:
    
    Award:
    
    
    Award:
    
    
    Award:Mr. Puzder
    
    
    40,000
    
    
    
    40,000
    
    
    
    40,000Mr. Murphy
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000Mr. Abajian
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
  Fiscal:
    
    Target Operating Income:
    
    
    Adjusted Operating Income:2008
    
    $
    89,200,000
    
    
    $
    90,546,0002009
    
    
    95,400,000
    
    
    
    90,268,0002010
    
    
    102,100,000
    
    
    
    81,404,000$
    286,700,000
    
    
    $
    262,218,000
    16




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Perquisites
  
    
    Payment of the initiation fee and membership dues of a social or recreational club for
the purpose of maintaining various business relationships on behalf of the Company. Each
of Messrs. Puzder, Murphy and Abajian belong to a club.
    
    Supplemental disability insurance sufficient to provide two-thirds of his pre-disability
base salary for a two-year period (the Employment Agreements with Messrs. Haley and Starke
also extend this benefit to each).
    
    Dating back several years, the Companys previous executive officers had been provided
an Executive Medical Reimbursement Plan, which allowed these officers to be reimbursed
for medical expenses not covered by the Companys group health plan. This benefit had been
extended to Messrs. Puzder, Murphy and Abajian (the Employment Agreements with Messrs.
Haley and Starke also extend this benefit to each).
   Retirement Benefits
   Severance Benefits/Change In Control
   17




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2005 Plan
  18




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1999 and 2001 Plans
 Employee Stock Purchase Plan
  Deferred Compensation Plan
  Employment Agreements
 Andrew F. Puzder
   19




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E. Michael Murphy
   20




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Theodore Abajian
    21




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Bradford R. Haley
    22




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Robert J. Starke
   Tax and Accounting Considerations
   Compensation Committee Interlocks and Insider Participation
   23




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REPORT OF THE COMPENSATION COMMITTEE
  Dated: May 25, 2010
    
    COMPENSATION COMMITTEEPeter Churm (Chairman)Janet E. KerrFrank P. Willey
 The report of the Compensation Committee of the Board of Directors shall not be deemed
incorporated by reference by any general statement incorporating by reference this Form 10-K/A into
any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of
1934, as amended, except to the extent that we specifically incorporate this information by
reference, and shall not otherwise be deemed filed under such Acts.
 SUMMARY COMPENSATION TABLE
 Change inPension ValueandNonqualifiedNon-Equity
    
    
    DeferredStock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherFiscal
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalName and Principal
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)(4)
    
    
    ($)Andrew F. Puzder
    
    
    2010
    
    
    
    1,070,000
    
    
    
    
    
    
    
    3,192,000
    
    
    
    
    
    
    
    2,675,000
    
    
    
    
    
    
    
    351,188
    
    
    
    7,288,188Chief Executive Officer
    
    
    2009
    
    
    
    1,070,000
    
    
    
    
    
    
    
    2,784,000
    
    
    
    
    
    
    
    1,289,853
    
    
    
    
    
    
    
    519,927
    
    
    
    5,663,7802008
    
    
    
    1,068,387
    
    
    
    535,000
    
    
    
    4,839,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    380,137
    
    
    
    6,822,524E. Michael Murphy
    
    
    2010
    
    
    
    636,750
    
    
    
    
    
    
    
    798,000
    
    
    
    
    
    
    
    1,400,850
    
    
    
    
    
    
    
    102,990
    
    
    
    2,938,590President, Chief Legal Officer and
Secretary
    
    
    2009
    
    
    
    561,750
    
    
    
    
    
    
    
    696,000
    
    
    
    
    
    
    
    638,699
    
    
    
    
    
    
    
    171,311
    
    
    
    2,067,7602008
    
    
    
    560,905
    
    
    
    280,875
    
    
    
    1,209,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    99,064
    
    
    
    2,150,594Theodore Abajian
    
    
    2010
    
    
    
    454,750
    
    
    
    
    
    
    
    798,000
    
    
    
    
    
    
    
    909,500
    
    
    
    
    
    
    
    138,701
    
    
    
    2,300,951Executive Vice President and
    
    
    2009
    
    
    
    454,750
    
    
    
    
    
    
    
    696,000
    
    
    
    
    
    
    
    517,042
    
    
    
    
    
    
    
    168,722
    
    
    
    1,836,514Chief Financial Officer
    
    
    2008
    
    
    
    454,064
    
    
    
    227,375
    
    
    
    1,209,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    140,299
    
    
    
    2,031,488Bradford R. Haley
    
    
    2010
    
    
    
    350,012
    
    
    
    300,000
    (5)
    
    
    14,088
    
    
    
    59,600
    
    
    
    
    
    
    
    
    
    
    
    43,041
    
    
    
    766,741Executive Vice President,
    
    
    2009
    
    
    
    350,012
    
    
    
    250,000
    
    
    
    14,980
    
    
    
    79,000
    
    
    
    
    
    
    
    
    
    
    
    46,080
    
    
    
    740,072Marketing
    
    
    2008
    
    
    
    344,950
    
    
    
    100,000
    
    
    
    19,845
    
    
    
    99,600
    
    
    
    
    
    
    
    
    
    
    
    36,585
    
    
    
    600,980Robert J. Starke(6)
    
    
    2010
    
    
    
    275,000
    
    
    
    325,000
    (7)
    
    
    14,088
    
    
    
    59,600
    
    
    
    
    
    
    
    
    
    
    
    32,014
    
    
    
    705,702Executive Vice President,
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Hardees Operations
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    The amounts set forth in this column reflect the full grant date fair value of the awards
calculated in accordance with FASB ASC Topic 718. In accordance with SEC rules, for awards
that are subject to performance conditions, the amounts reflect the full grant date fair value
of the awards based upon the probable outcome of the performance conditions. Certain
assumptions used in the calculation of the amounts are included in Note 16 of our Notes to
Consolidated Financial Statements for the fiscal year ended
January 25, 2010 included in Item 8.(2)
    
    The amounts set forth in this column represent the dollar amount of the non-equity incentive
compensation earned by each of our named executive officers. See the Compensation Discussion
and Analysis section of this Form 10-K/A for additional information.(3)
    
    We do not sponsor any pension plans on behalf of our named executive officers or other
management personnel. In addition, none of our named executive officers have realized any
above-market earnings on nonqualified deferred compensation.(4)
    
    The amounts set forth in this column represent the dollar amount of compensation earned by
each of our named executive officers which is not reported in any of the columns of this
Summary Compensation Table to the left of this
column. See the All Other Compensation Table below for additional information about the amounts
disclosed in this column for fiscal 2010.  24




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##### Table of Contents



(5)
    
    This amount represents the discretionary bonus paid to Mr. Haley for fiscal 2010. Because
the amount of the award was subject to the discretion of our Chief Executive Officer, it has
been disclosed as a discretionary bonus rather than a non-equity incentive plan award.(6)
    
    Mr. Starke was not a named executive officer for fiscal 2009 or 2008. In accordance with SEC
rules, the compensation earned by Mr. Starke for fiscal 2009 and 2008 has been excluded from
this Summary Compensation Table.(7)
    
    This amount represents the discretionary bonus paid to Mr. Starke for fiscal 2010. Because
the amount of the award was subject to the discretion of our Chief Executive Officer, it has
been disclosed as a discretionary bonus rather than a non-equity incentive plan award. ALL OTHER COMPENSATION TABLE
 CompanyMatching
    
    
    Dividends onInsurance
    
    
    Contributions to
    
    
    OutstandingPerquisites
    
    
    Trip Awards
    
    
    Premiums
    
    
    ESPP
    
    
    Stock Awards
    
    
    TotalName
    
    ($)(1)
    
    
    ($)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)(4)
    
    
    ($)(5)Andrew F. Puzder
    
    
    87,735
    
    
    
    
    
    
    
    19,832
    
    
    
    120,375
    
    
    
    123,246
    
    
    
    351,188E. Michael Murphy
    
    
    41,693
    
    
    
    3,729
    
    
    
    19,737
    
    
    
    7,022
    
    
    
    30,809
    
    
    
    102,990Theodore Abajian
    
    
    38,650
    
    
    
    
    
    
    
    18,083
    
    
    
    51,159
    
    
    
    30,809
    
    
    
    138,701Bradford R. Haley
    
    
    15,863
    
    
    
    3,177
    
    
    
    17,138
    
    
    
    6,058
    
    
    
    805
    
    
    
    43,041Robert J. Starke
    
    
    16,214
    
    
    
    3,224
    
    
    
    11,816
    
    
    
    
    
    
    
    760
    
    
    
    32,014
 
 (1)
    
    The amounts set forth in this column represent the aggregate dollar amount of perquisites
earned by each of our named executive officers in fiscal 2010. The determinations of the
particular payments that qualify as perquisites were made in accordance with SEC rules.
See the Perquisites Table below for a more detailed explanation of the various perquisites
earned by each of our named executive officers, which comprise the aggregate amounts disclosed
in this column.(2)
    
    The amounts set forth in this column represent our contributions for premiums for group life,
medical, dental, vision and long-term disability insurance for each of our named executive
officers in fiscal 2010.(3)
    
    The amounts set forth in this column represent the dollar amount of our contributions to each
of our named executive officers under our ESPP during fiscal 2010. Additional information
regarding our ESPP is set forth in the Compensation Discussion and Analysis section of this
Form 10-K/A.(4)
    
    The amounts set forth in this column represent the dollar value of dividends paid on unvested
stock awards during fiscal 2010.(5)
    
    The amounts set forth in this column represent the sum of each of the columns to the left of
this column and are equivalent to the amounts set forth in the All Other Compensation column
of the Summary Compensation Table above. PERQUISITES TABLE
 PersonalUse of
    
    
    Reimbursements
    
    
    Tax/Financial
    
    
    ClubCar
    
    
    Wireless
    
    
    Company
    
    
    for Medical and
    
    
    Planning
    
    
    Memberships
    
    
    TotalAllowance
    
    
    Payments
    
    
    Aircraft
    
    
    Dental Costs
    
    
    Assistance
    
    
    and Dues
    
    
    PerquisitesName
    
    ($)
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)(2)Andrew F. Puzder
    
    
    9,960
    
    
    
    3,167
    
    
    
    32,104
    
    
    
    28,917
    
    
    
    11,400
    
    
    
    2,187
    
    
    
    87,735E. Michael Murphy
    
    
    9,960
    
    
    
    3,268
    
    
    
    11,389
    
    
    
    11,387
    
    
    
    2,015
    
    
    
    3,674
    
    
    
    41,693Theodore Abajian
    
    
    6,448
    
    
    
    2,136
    
    
    
    1,017
    
    
    
    21,374
    
    
    
    99
    
    
    
    7,576
    
    
    
    38,650Bradford R. Haley
    
    
    4,287
    
    
    
    2,404
    
    
    
    3,924
    
    
    
    5,248
    
    
    
    
    
    
    
    
    
    
    
    15,863Robert J. Starke
    
    
    361
    
    
    
    5,258
    
    
    
    
    
    
    
    10,595
    
    
    
    
    
    
    
    
    
    
    
    16,214
 
 (1)
    
    The amounts set forth in this column represent the incremental cost to us from the personal
use of our aircraft by each of our named executive officers, and were calculated in accordance
with SEC rules.(2)
    
    The amounts set forth in this column for each of our named executive officers represent the
sum of each of the columns to the left of this column and are equivalent to the amounts set
forth in the Perquisites column of the All Other Compensation Table above.  25




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##### Table of Contents



GRANTS OF PLAN BASED AWARDS TABLE
 GrantAll Other
    
    
    
    
    
    
    
    
    
    
    DateStock
    
    
    All Other
    
    
    
    
    
    
    FairAwards:
    
    
    Awards:
    
    
    Exercise
    
    
    Value ofEstimated Future Payouts Under
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Number of
    
    
    or Base
    
    
    StockNon-Equity Incentive Plan
    
    
    Estimated Future Payouts Under
    
    
    Securities
    
    
    Securities
    
    
    Price of
    
    
    andAwards(1)
    
    
    Equity Incentive Plan Awards(2)
    
    
    Underlying
    
    
    Underlying
    
    
    Option
    
    
    OptionGrant
    
    
    Approval
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Options
    
    
    Options
    
    
    Awards
    
    
    AwardsName
    
    Date
    
    
    Date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    (#)(3)
    
    
    (#)(4)
    
    
    ($/Sh)(5)
    
    
    ($)(6)Andrew F.  Puzder
    
    
    
    
    
    
    
    
    
    
    535,000
    
    
    
    1,070,000
    
    
    
    2,675,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120,000
    
    
    
    240,000
    
    
    
    240,00010/12/09
    
    
    
    10/12/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    638,400E. Michael Murphy
    
    
    
    
    
    
    
    
    
    
    318,375
    
    
    
    636,750
    
    
    
    1,400,850
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    60,000
    
    
    
    60,00010/12/09
    
    
    
    10/12/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    159,600Theodore Abajian
    
    
    
    
    
    
    
    
    
    
    227,375
    
    
    
    454,750
    
    
    
    909,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    60,000
    
    
    
    60,00010/12/09
    
    
    
    10/12/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    159,600Bradford R. Haley
    
    
    01/08/10
    
    
    
    01/08/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,750
    
    
    
    20,000
    
    
    
    8.07
    
    
    
    73,688Robert J. Starke
    
    
    01/08/10
    
    
    
    01/08/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,750
    
    
    
    20,000
    
    
    
    8.07
    
    
    
    73,688
 
 (1)
    
    The Threshold, Target and Maximum amounts of non-equity incentive plan awards set forth
in these columns are derived from the terms of the Employment Agreements entered into by and
between us and each of Messrs. Puzder, Murphy and Abajian. Additional information regarding
the Employment Agreements for each of our named executive officers, including the calculation
of the potential non-equity incentive plan awards set forth in these columns, as well as the
determination of the actual non-equity incentive plan awards paid with respect to fiscal 2010,
is set forth in the Compensation Discussion and Analysis section of this Form 10-K/A. The
amounts set forth in these columns do not include non-equity incentive awards which may be
earned pursuant to the Employment Agreements in fiscal 2011.(2)
    
    The Threshold, Target and Maximum amounts of equity incentive plan awards set forth in
these columns are derived from the terms of the Employment Agreements entered into by and
between us and each of Messrs. Puzder, Murphy and Abajian. Additional information regarding
the Employment Agreements for each of our named executive officers, including the
determination of the actual equity incentive plan awards granted with respect to fiscal 2010,
as well as the vesting of such awards, is set forth in the Compensation Discussion and
Analysis section of this Form 10-K/A. The amounts set forth in these columns do not include
grants of restricted stock that we have agreed to make to each of Messrs. Puzder, Murphy and
Abajian in fiscal 2011, pursuant to the terms of their respective Employment Agreements.  26




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##### Table of Contents



(3)
    
    The amounts set forth in this column represent the number of shares of restricted stock that
were granted to each of our named executive officers during fiscal 2010 other than grants
shown under the three columns to the left of this column and, with respect to Messrs. Puzder,
Murphy, and Abajian, are derived from the terms of their respective Employment Agreements.
The shares held by Messrs. Puzder, Murphy and Abajian are subject to service-based vesting in
equal installments over four years with vesting occurring on each anniversary of the date of
grant. The shares held by Messrs. Haley and Starke are subject to service-based vesting in
equal installments over three years with vesting occurring on each anniversary of the date of
grant. The amounts set forth in these columns do not include grants of restricted stock that
we have agreed to make, to each
of Messrs. Puzder, Murphy and Abajian in fiscal 2011, pursuant to the terms of their
respective Employment Agreements.(4)
    
    The amounts set forth in this column represent the number of options that were granted to
each of our named executive officers during fiscal 2010. Each of these options are subject to
service-based vesting in equal installments over three years with vesting occurring on each
anniversary of the date of grant.(5)
    
    The amounts set forth in this column represent the exercise price for the stock options
granted in the column immediately to the left of this column, which is equal to average of the
high and low trading prices of our common stock on the date of grant as required by the terms
of the equity incentive plan pursuant to which the stock options were granted.(6)
    
    This column shows the full grant date fair value of restricted stock and option awards that
we must expense in our financial statements over the respective vesting periods in accordance
with FASB ASC Topic 718. In the case of the restricted stock awards, this is equal to the
number of restricted shares multiplied by the closing price of our common stock on the date of
grant. In the case of stock options, this is the value of the options calculated using a
Black-Scholes valuation methodology in accordance with FASB ASC Topic 718. Assumptions used
in the calculation of these amounts are included in Note 16 of our Notes to Consolidated
Financial Statements for the fiscal year ended January 25, 2010
included in Item 8.  27




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##### Table of Contents



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE
 EquityIncentiveEquity
    
    
    PlanIncentive
    
    
    Awards:Plan
    
    
    Market orAwards:
    
    
    PayoutNumber of
    
    
    Value ofMarket
    
    
    Unearned
    
    
    UnearnedNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value of
    
    
    Shares,
    
    
    Shares,Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Shares or
    
    
    Units or
    
    
    Units orUnderlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Units of
    
    
    Other
    
    
    OtherUnexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    Stock That
    
    
    Stock That
    
    
    Rights That
    
    
    Rights ThatOptions
    
    
    Options
    
    
    Exercise
    
    
    Option
    
    
    Have Not
    
    
    Have Not
    
    
    Have Not
    
    
    Have Not(#)
    
    
    (#)
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    
    VestedName
    
    Exercisable
    
    
    Unexercisable
    
    
    ($)
    
    
    Date(1)
    
    
    (#)
    
    
    ($)(2)
    
    
    (#)(3)
    
    
    ($)(4)Andrew F. Puzder
    
    
    12,275
    
    
    
    
    
    
    
    3.87
    
    
    
    10/31/2011100,000
    
    
    
    
    
    
    
    11.10
    
    
    
    06/18/2012150,000
    
    
    
    
    
    
    
    5.75
    
    
    
    06/10/2013150,000
    
    
    
    
    
    
    
    11.26
    
    
    
    06/14/2014150,000
    
    
    
    
    
    
    
    16.50
    
    
    
    03/22/2015125,000
    
    
    
    
    
    
    
    13.09
    
    
    
    12/06/201515,000
    (5)
    
    
    129,15030,000
    (6)
    
    
    258,30045,000
    (7)
    
    
    387,45060,000
    (8)
    
    
    516,600379,648
    
    
    
    3,268,769E. Michael Murphy
    
    
    11,000
    
    
    
    
    
    
    
    2.63
    
    
    
    01/03/201150,000
    
    
    
    
    
    
    
    2.92
    
    
    
    06/12/201125,000
    
    
    
    
    
    
    
    11.10
    
    
    
    06/18/201230,000
    
    
    
    
    
    
    
    5.75
    
    
    
    06/10/201330,000
    
    
    
    
    
    
    
    11.26
    
    
    
    06/14/201440,000
    
    
    
    
    
    
    
    16.50
    
    
    
    03/22/201530,000
    
    
    
    
    
    
    
    13.09
    
    
    
    12/06/20153,750
    (5)
    
    
    32,2887,500
    (6)
    
    
    64,57511,250
    (7)
    
    
    96,86315,000
    (8)
    
    
    129,15094,912
    
    
    
    817,192Theodore Abajian
    
    
    53,887
    
    
    
    
    
    
    
    2.04
    
    
    
    10/25/201049,100
    
    
    
    
    
    
    
    3.87
    
    
    
    10/31/20115,000
    
    
    
    
    
    
    
    11.10
    
    
    
    06/18/201225,000
    
    
    
    
    
    
    
    5.75
    
    
    
    06/10/201330,000
    
    
    
    
    
    
    
    11.26
    
    
    
    06/14/201440,000
    
    
    
    
    
    
    
    16.50
    
    
    
    03/22/201530,000
    
    
    
    
    
    
    
    13.09
    
    
    
    12/06/20153,750
    (5)
    
    
    32,2887,500
    (6)
    
    
    64,57511,250
    (7)
    
    
    96,86315,000
    (8)
    
    
    129,15094,912
    
    
    
    817,192Bradford R. Haley
    
    
    10,000
    
    
    
    
    
    
    
    3.38
    
    
    
    09/14/201025,000
    
    
    
    
    
    
    
    2.92
    
    
    
    06/12/201110,000
    
    
    
    
    
    
    
    11.10
    
    
    
    06/18/201220,000
    
    
    
    
    
    
    
    5.75
    
    
    
    06/10/201325,000
    
    
    
    
    
    
    
    11.26
    
    
    
    06/14/201425,000
    
    
    
    
    
    
    
    13.15
    
    
    
    11/10/201520,000
    
    
    
    
    
    
    
    19.13
    
    
    
    10/12/201613,334
    
    
    
    6,666
    (9)
    
    
    11.34
    
    
    
    01/08/20186,667
    
    
    
    13,333
    (10)
    
    
    8.56
    
    
    
    01/08/2019
    
    
    
    20,000
    (11)
    
    
    8.07
    
    
    
    01/08/2020583
    (12)
    
    
    5,0201,166
    (13)
    
    
    10,0391,750
    (14)
    
    
    15,068Robert J. Starke
    
    
    3,333
    
    
    
    
    
    
    $
    11.26
    
    
    
    06/14/201410,000
    
    
    
    
    
    
    $
    13.15
    
    
    
    11/10/201515,000
    
    
    
    
    
    
    $
    19.13
    
    
    
    10/12/201613,334
    
    
    
    6,666
    (9)
    
    $
    11.34
    
    
    
    01/08/20186,667
    
    
    
    13,333
    (10)
    
    $
    8.56
    
    
    
    01/08/2019
    
    
    
    20,000
    (11)
    
    $
    8.07
    
    
    
    01/08/2020583
    (12)
    
    
    5,0201,166
    (13)
    
    
    10,0391,750
    (14)
    
    
    15,068
 
 (1)
    
    The expiration date of all option awards is ten years from the date of their respective
grants.  28




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##### Table of Contents



(2)
    
    The amounts set forth in this column represent the value of shares that have not vested
calculated by multiplying the number of shares set forth in the column immediately to the left
of this column by the closing price of our common stock on January 25, 2010, which was $8.61.(3)
    
    The amounts set forth in this column represent the number of shares of restricted stock that
were granted to our named executive officers pursuant to the terms of their respective
Employment Agreements, but which have not vested as of January 25, 2010. Additional
information regarding the Employment Agreements between us and each of our named executive
officers is set forth in the Compensation Discussion and Analysis section of this Form 10-K/A.(4)
    
    The amounts set forth in this column represent the value of shares granted pursuant to our
equity incentive plans that have not vested calculated by multiplying the number of shares set
forth in the column immediately to the left of this column by the closing price of our common
stock on January 25, 2010, which was $8.61.(5)
    
    These shares will vest on October 12, 2010.(6)
    
    One half of these shares will vest on October 12, 2010 and the other half will vest on
October 12, 2011.(7)
    
    One third of these shares will vest on October 12, 2010, one third will vest on October 12,
2011 and one third will vest on October 12, 2012.(8)
    
    One fourth of these shares will vest on October 12, 2010, one fourth will vest on October 12,
2011, one fourth will vest on October 12, 2012 and one fourth will vest on October 12, 2013.(9)
    
    These options will vest on January 8, 2011.(10)
    
    One half of these options will vest on January 8, 2011 and the other half will vest on
January 8, 2012.(11)
    
    One third of these options will vest on January 8, 2011, one third will vest on January 8,
2012 and one third will vest on January 8, 2013.(12)
    
    These shares will vest on January 8, 2011.(13)
    
    One half of these shares will vest on January 8, 2011 and the other half will vest on
January 8, 2012.(14)
    
    One third of these shares will vest on January 8, 2011, one third will vest on January 8,
2012 and one third will vest on January 8, 2013.  29




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##### Table of Contents



OPTION EXERCISES AND STOCK VESTED TABLE
 Option Awards
    
    
    Stock AwardsNumber of Shares
    
    
    Value Realized on
    
    
    Number of Shares
    
    
    Value Realized onAcquired on Exercise
    
    
    Exercise
    
    
    Acquired on Vesting
    
    
    VestingName
    
    (#)
    
    
    ($)(1)
    
    
    (#)
    
    
    ($)(2)Andrew F. Puzder
    
    
    146,480
    
    
    
    644,511120,000
    (3)
    
    
    1,033,200
    (4)45,000
    
    
    
    479,250
    (5)E. Michael Murphy
    
    
    14,910
    
    
    
    79,88230,000
    (3)
    
    
    258,300
    (4)11,250
    
    
    
    119,813
    (5)Theodore Abajian
    
    
    14,730
    
    
    
    70,18830,000
    (3)
    
    
    258,300
    (4)11,250
    
    
    
    119,813
    (5)Bradford R. Haley
    
    
    
    
    
    
    583
    
    
    
    6,209
    (5)1,167
    
    
    
    9,394
    (6)Robert J. Starke
    
    
    
    
    
    
    333
    
    
    
    3,546
    (5)1,167
    
    
    
    9,394
    (6)
 
 (1)
    
    The amounts set forth in this column are determined by subtracting the exercise price of the
options set forth in the column to the left of this column from the closing price of our
common stock on the date of exercise and then multiplying that result by the number of shares
received upon exercise.(2)
    
    The amounts set forth in this column are determined by multiplying the number of shares
acquired upon vesting set forth in the column immediately to the left of this column by the
closing price of our common stock on the date of vesting.(3)
    
    These amounts reflect the number of performance shares that vested in fiscal 2010 as a result
of the Companys achievement of certain financial performance targets as discussed in the
Compensation Discussion and Analysis section of this Form 10-K/A.(4)
    
    The closing price of our common stock on January 25, 2010, which is the date on which the
shares vested, was $8.61.(5)
    
    The closing price of our common stock on October 12, 2009, which is the date on which the
shares vested, was $10.65.(6)
    
    The closing price of our common stock on January 8, 2010, which is the date on which the
shares vested, was $8.05.  30




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##### Table of Contents



Potential Payments Upon Termination or Change in Control
     Accelerated
    
    
    
    
    
    
    AcceleratedVesting of
    
    
    Accelerated
    
    
    Vesting ofOutstanding
    
    
    Vesting of
    
    
    ContractuallyOther
    
    
    Restricted
    
    
    Outstanding
    
    
    Obligated
    
    
    
    
    
    
    Excise TaxCash
    
    
    Stock
    
    
    Option
    
    
    Restricted
    
    
    Other
    
    
    (includingSalary
    
    
    Payments
    
    
    Awards
    
    
    Awards
    
    
    Stock Awards
    
    
    Benefits
    
    
    gross-up)Name
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)(4)
    
    
    ($)(5)(6)
    
    
    ($)(7)
    
    
    ($)(8)Andrew F. PuzderRetirement or Voluntary Termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Involuntary Termination for Cause
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Voluntary Termination for Good
Reason(9)
    
    
    3,210,000
    
    
    
    3,210,000
    
    
    
    4,560,269
    
    
    
    
    
    
    
    2,583,000
    
    
    
    57,843
    
    
    
    Involuntary Termination Without Cause
    
    
    3,210,000
    
    
    
    3,210,000
    
    
    
    4,560,269
    
    
    
    
    
    
    
    2,583,000
    
    
    
    57,843
    
    
    
    Termination Upon a Change in Control(9)
    
    
    3,210,000
    
    
    
    3,210,000
    
    
    
    4,560,269
    
    
    
    
    
    
    
    2,583,000
    
    
    
    57,843
    
    
    
    1,000,000Termination Upon Death or Disability(10)
    
    
    3,210,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E. Michael MurphyRetirement or Voluntary Termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Involuntary Termination for Cause
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Voluntary Termination for Good
Reason(9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Involuntary Termination Without Cause
    
    
    1,910,250
    
    
    
    1,400,850
    
    
    
    1,140,067
    
    
    
    
    
    
    
    645,750
    
    
    
    57,566
    
    
    
    Termination Upon a Change in Control(9)
    
    
    1,910,250
    
    
    
    1,400,850
    
    
    
    1,140,067
    
    
    
    
    
    
    
    645,750
    
    
    
    
    
    
    
    Termination Upon Death or Disability(10)
    
    
    1,910,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Theodore AbajianRetirement or Voluntary Termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Involuntary Termination for Cause
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Voluntary Termination for Good
Reason(9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Involuntary Termination Without Cause
    
    
    1,364,250
    
    
    
    909,500
    
    
    
    1,140,067
    
    
    
    
    
    
    
    645,750
    
    
    
    52,742
    
    
    
    Termination Upon a Change in Control(9)
    
    
    1,364,250
    
    
    
    909,500
    
    
    
    1,140,067
    
    
    
    
    
    
    
    645,750
    
    
    
    
    
    
    
    Termination Upon Death or Disability(10)
    
    
    1,364,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  31




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##### Table of Contents



Accelerated
    
    
    
    
    
    
    AcceleratedVesting of
    
    
    Accelerated
    
    
    Vesting ofOutstanding
    
    
    Vesting of
    
    
    ContractuallyOther
    
    
    Restricted
    
    
    Outstanding
    
    
    Obligated
    
    
    
    
    
    
    Excise TaxCash
    
    
    Stock
    
    
    Option
    
    
    Restricted
    
    
    Other
    
    
    (includingSalary
    
    
    Payments
    
    
    Awards
    
    
    Awards
    
    
    Stock Awards
    
    
    Benefits
    
    
    gross-up)Name
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)(4)
    
    
    ($)(5)(6)
    
    
    ($)(7)
    
    
    ($)(8)Bradford R. HaleyRetirement or Voluntary Termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Involuntary Termination for Cause
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Voluntary Termination for Good
Reason
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Involuntary Termination Without Cause
    
    
    1,050,036
    
    
    
    
    
    
    
    
    
    
    
    11,467
    
    
    
    
    
    
    
    49,986
    
    
    
    Termination Upon a Change in Control
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,467
    
    
    
    
    
    
    
    
    
    
    
    Termination Upon Death or Disability(10)
    
    
    1,050,036
    
    
    
    
    
    
    
    
    
    
    
    11,467
    
    
    
    
    
    
    
    
    
    
    
    Robert J. StarkeRetirement or Voluntary Termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Involuntary Termination for Cause
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Voluntary Termination for Good
Reason
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Involuntary Termination Without Cause
    
    
    825,000
    
    
    
    
    
    
    
    
    
    
    
    11,467
    
    
    
    
    
    
    
    34,463
    
    
    
    Termination Upon a Change in Control
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,467
    
    
    
    
    
    
    
    
    
    
    
    Termination Upon Death or Disability(10)
    
    
    825,000
    
    
    
    
    
    
    
    
    
    
    
    11,467
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    In the event of a termination under specified circumstances as detailed in their respective
Employment Agreements, our named executive officers are entitled to an amount equal to their
minimum base salary in effect as of the date of termination multiplied by the number of years
remaining in the term of their employment, which is currently three years.(2)
    
    In the event of a termination under specified circumstances as detailed in their respective
Employment Agreements, Mr. Puzder is entitled to a bonus amount equal to his base annual
salary in effect as of the date of termination multiplied by the number three, and each of
Messrs. Murphy and Abajian are entitled to a bonus amount equal to a pro rata portion of the
bonus for the year in which the termination occurs. Because the amounts in this table assume
that any termination occurred on January 25, 2010, the bonus amounts provided for Messrs.
Murphy and Abajian are equal to the non-equity incentive compensation amounts paid to each of
them with respect to fiscal 2010.(3)
    
    The amounts set forth in this column represent the value which would be realized by each of
our named executive officers upon the accelerated vesting of outstanding restricted stock
awards, which is calculated by multiplying the number of unvested shares of restricted stock
held by each named executive officer as of January 25, 2010 by the closing price of our common
stock on that date, which was $8.61.(4)
    
    The amounts set forth in this column represent the value which would be realized by each of
our named executive officers upon the accelerated vesting of outstanding option awards, which
is based on the difference between the exercise price of each of the outstanding options and
the closing price of our common stock on January 25, 2010, which was $8.61, multiplied by the
number of outstanding options held by each named executive officer on that date.(5)
    
    All shares of restricted stock that we have agreed to grant to each of Messrs. Puzder, Murphy
and Abajian under their respective Employment Agreements, but which have not yet been granted,
shall be granted and shall vest immediately as of the date of termination of their respective
employment under specified circumstances, as detailed in their respective Employment
Agreements, to the maximum extent possible consistent with the limitations imposed under our
equity incentive plans, which prevent us from issuing more than 375,000 shares to any
individual plan participant during any fiscal period. Additional information regarding the
restricted shares to be granted upon termination events pursuant to the Employment Agreements
is set forth in the Compensation Discussion and Analysis section of this Form 10-K/A.(6)
    
    Assuming continued employment following a change in control, each of Messrs. Puzder, Murphy
and Abajian shall continue to receive grants of shares of restricted stock in accordance with
the schedule set forth in their respective Employment Agreements. However, all restricted
shares that would otherwise have been subject to a performance-based vesting shall instead
vest monthly, in equal amounts, on the last day of each calendar month, commencing with the
month immediately following the month in which the grant occurs over a period of three years.(7)
    
    Our named executive officers are entitled to the continuation of the various employee benefit
plans and programs under which they were entitled to participate prior to termination in the
event of a termination of their employment under specified circumstances, as detailed in their
respective Employment Agreements. Each is entitled to continued participation until
December 31 of the second calendar year following the calendar year in which the termination
occurred (or December 31, 2012, assuming a January 25, 2010 termination date). The amounts
set forth in this column
are estimates of the benefit payments to be made on each named executive officers behalf in
connection with his termination assuming that the cost to us of providing his current benefits
remains the same.  32




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##### Table of Contents



(8)
    
    We are not obligated to make any excise tax payments or related tax gross up payments on
behalf of any of our named executive officers except for Mr. Puzder. If and to the extent
that any payment to Mr. Puzder upon a termination upon a change in control would constitute an
excess parachute payment then Mr. Puzder shall be entitled to receive an excise tax gross-up
payment not exceeding $1,000,000, in accordance with the provisions of his Employment
Agreement.(9)
    
    Each of Messrs. Puzder, Murphy and Abajian are entitled to receive certain payments and
benefits upon a termination of their respective Employment Agreements for Good Reason.
Good Reason is defined in Mr. Puzders Employment Agreement to include both a relocation and
a Change in Control. Good Reason is defined in the Employment Agreements for Messrs.
Murphy and Abajian to include only a Change in Control. In the event of a termination of
any of Messrs. Puzder, Murphy and Abajian for Good Reason, including a Change in Control,
they shall generally be entitled to receive the same payments and benefits as if they had been
terminated Without Cause. Additional information regarding the payments and benefits to be
received by our named executive officers upon a termination of their employment for Good
Reason (including a Change in Control) is set forth in the Compensation Discussion and
Analysis section of this Form 10-K/A.(10)
    
    In the event a named executive officers employment is terminated due to his death or
disability, he (or his successors) would be entitled to the amount of his base salary for the
remainder of the term of the Employment Agreement. Additionally, in the event of death, each
of his outstanding options would vest and remain exercisable for a period of 90 days following
the date of his death. In the event of a named executive officers disability, the option
acceleration provision would not apply. Director Compensation
      33




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##### Table of Contents



Change inPension Valueand NonqualifiedFees Earned
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    Deferredor Paid in
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherCash
    
    
    Awards(1)(2)
    
    
    Awards(1)(2)
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Byron Allumbaugh
    
    
    210,000
    
    
    
    359,450
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    569,450Peter Churm
    
    
    109,000
    
    
    
    102,700
    
    
    
    67,050
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    278,750Matthew Goldfarb
    
    
    63,000
    
    
    
    154,050
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    217,050Carl L. Karcher
    
    
    62,000
    
    
    
    154,050
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    216,050Janet E. Kerr
    
    
    124,000
    
    
    
    179,725
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    303,725Daniel D. (Ron) Lane
    
    
    63,000
    
    
    
    154,050
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    217,050Daniel E. Ponder, Jr.
    
    
    63,000
    
    
    
    154,050
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    217,050Jerold H. Rubinstein
    
    
    161,000
    
    
    
    205,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    366,400Frank P. Willey
    
    
    187,000
    
    
    
    231,075
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    418,075
 
 (1)
    
    The amounts set forth in this column reflect the full grant date fair value of the awards for
each of our non-management directors calculated in accordance with FASB ASC Topic 718.
Assumptions used in the calculation of the amounts are included in Note 16 of our Notes to
Consolidated Financial Statements for the fiscal year ended
January 25, 2010 included in Item 8.(2)
    
    The table below sets forth the number of restricted stock awards and options granted to each
of our non-management directors in fiscal 2010 and the aggregate number of restricted stock
awards and options held by each our non-management directors as of the last day of fiscal
2010. All stock awards and option awards granted in fiscal 2010 vest in equal increments over
a two-year period from the date of grant.(3)
    
    As discussed above, Mr. Churm elected to receive his annual option grant instead of
forfeiting all or a portion of the grant in favor of receiving additional shares of restricted
stock. Each of the other non-management directors elected to receive additional shares of
restricted stock in lieu of their respective option grants. Stock Awards
    
    
    Option Awards
    
    
    
    
    
    
    Option AwardsGranted in Fiscal
    
    
    Granted in Fiscal
    
    
    Stock Awards Outstanding
    
    
    Outstanding at the End ofName
    
    2010
    
    
    2010
    
    
    at the End of Fiscal 2010
    
    
    Fiscal 2010Byron Allumbaugh
    
    
    35,000
    
    
    
    
    
    
    
    52,500
    
    
    
    105,000Peter Churm
    
    
    10,000
    
    
    
    15,000
    
    
    
    18,750
    
    
    
    155,000Matthew Goldfarb
    
    
    15,000
    
    
    
    
    
    
    
    18,750
    
    
    
    40,000Carl L. Karcher
    
    
    15,000
    
    
    
    
    
    
    
    22,500
    
    
    
    60,000Janet E. Kerr
    
    
    17,500
    
    
    
    
    
    
    
    26,250
    
    
    
    25,000Daniel D. (Ron) Lane
    
    
    15,000
    
    
    
    
    
    
    
    22,500
    
    
    
    50,000Daniel E. Ponder, Jr.
    
    
    15,000
    
    
    
    
    
    
    
    22,500
    
    
    
    45,000Jerold H. Rubinstein
    
    
    20,000
    
    
    
    
    
    
    
    30,000
    
    
    
    19,666Frank P. Willey
    
    
    22,500
    
    
    
    
    
    
    
    31,250
    
    
    
    50,000
  34




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 Equity Compensation Plan Information
  Security Ownership of Certain Beneficial Owners
  Total Share
    
    
    Percentage of AllStockholder
    
    Ownership
    
    
    Shares(1)BlackRock, Inc.(2)
    
    
    3,853,863
    
    
    
    7.0
    %40 East 52nd
Street, New York, NY 10022Todd Martin Pickup(3)
    
    
    3,060,200
    
    
    
    5.5
    %2532 Dupont Drive, Irvine, CA 92612
 
 (1)
    
    Calculated based on 55,232,512 shares of our common stock outstanding on May 10, 2010.(2)
    
    The information relating to this stockholder was obtained from the Schedule 13G filed on January 29, 2010 by
BlackRock, Inc. (BlackRock). As previously announced on December 1, 2009, BlackRock completed its acquisition
of Barclays Global Investors, NA and certain affiliates (the BGI Entities) from Barclays Bank PLC. As a
result, substantially all of the BGI Entities are now included as subsidiaries of BlackRock for purposes of
Schedule 13G filings.(3)
    
    The information relating to this stockholder was obtained from the Schedule 13G filed on March 10, 2010 by Todd
Martin Pickup (Mr. Pickup) and Vintage Trust II (the Trust). The referenced shares include: (i) 40,200
shares owned directly by Mr. Pickup, (ii) 2,815,000 shares owned directly by the Trust, over which Mr. Martin has
sole investment and voting power, (iii) 80,000 shares owned directly by the Trust, over which Mr. Martin has
shared investment and voting power, (iv) 25,000 shares owned directly by Pickup Grandchildrens Trust, over which
Mr. Martin has shared investment and voting power, and (v) 100,000 shares owned directly by Plus Four Equity
Partners, L.P., over which Mr. Pickup has shared investment and voting power.  35




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##### Table of Contents



Security Ownership of Management
  Shares Beneficially OwnedCommon Stock
    
    
    Total Share
    
    
    Percentage of AllName
    
    Common Stock
    
    
    Equivalents(1)
    
    
    Ownership
    
    
    Shares(2)Directors:Daniel D. (Ron) Lane
    
    
    801,451
    (3)
    
    
    50,000
    
    
    
    851,451
    
    
    
    1.5
    %Byron Allumbaugh
    
    
    261,285
    (4)
    
    
    105,000
    
    
    
    366,285
    
    
    
    *Peter Churm
    
    
    91,765
    (5)
    
    
    120,000
    
    
    
    211,765
    
    
    
    *Carl L. Karcher
    
    
    643,845
    (6)
    
    
    60,000
    
    
    
    703,845
    
    
    
    1.3
    %Daniel E. Ponder, Jr.
    
    
    80,865
    (7)
    
    
    45,000
    
    
    
    125,865
    
    
    
    *Frank P. Willey
    
    
    440,202
    
    
    
    50,000
    
    
    
    490,202
    
    
    
    *Andrew F. Puzder, Principal Executive Officer
    
    
    1,356,947
    (8)
    
    
    687,275
    
    
    
    2,044,222
    
    
    
    3.7
    %Janet E. Kerr
    
    
    62,333
    
    
    
    25,000
    
    
    
    87,333
    
    
    
    *Matthew Goldfarb
    
    
    48,651
    (9)
    
    
    32,500
    
    
    
    81,151
    
    
    
    *Jerold H. Rubinstein
    
    
    30,000
    
    
    
    19,666
    
    
    
    49,666
    
    
    
    *Named Executive Officers:E. Michael Murphy
    
    
    275,263
    
    
    
    216,000
    
    
    
    491,263
    
    
    
    *Theodore Abajian, Principal Financial Officer
    
    
    370,888
    
    
    
    232,987
    
    
    
    603,875
    
    
    
    1.1
    %Bradford R. Haley
    
    
    38,558
    
    
    
    155,001
    
    
    
    193,559
    
    
    
    *Robert J. Starke
    
    
    5,969
    
    
    
    48,334
    
    
    
    54,303
    
    
    
    *Directors and Executive Officers as a Group
(15 persons)
    
    
    4,532,488
    
    
    
    1,971,764
    
    
    
    6,504,252
    
    
    
    11.8
    %
 
 *
    
    Represents less than 1% of our common stock.(1)
    
    Common Stock Equivalents include stock options or other convertible securities exercisable
within 60 days after May 10, 2010.(2)
    
    Calculated based on 55,232,512 shares of our common stock
outstanding on May 10, 2010.(3)
    
    Includes 232,147 shares of our common stock held indirectly by Mr. Lane through Daniel V., a
Nevada corporation of which Mr. Lane is sole stockholder and director, as well as
175,288 shares of common stock held by a family trust.(4)
    
    Includes 208,785 shares of our common stock held indirectly by a family trust.(5)
    
    Includes 23,865 shares of our common stock held indirectly by Mr. Churm through a community
property trust as well as 400 shares of common stock held by Mr. Churms wife.(6)
    
    Includes 438,400 shares of our common stock held indirectly by Mr. Karcher through the Karcher
Childrens Trust and 182,945 shares of common stock held by the Carl L. Karcher Family Trust.(7)
    
    Includes 43,365 shares of our common stock pledged as security with respect to a personal loan.(8)
    
    Includes 46,710 shares of our common stock held indirectly by Mr. Puzder through UTMA accounts
owned for the benefit of his children.(9)
    
    Includes 27,901 shares of our common stock pledged as security with respect to a margin account.  36




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Independence
 Review, Approval or Ratification of Transactions with Related Persons
   Certain Relationships and Related Transactions
 JCK, Inc.
 JCK of Southern Oregon, Inc.
 Wiles Restaurants, Inc.
 Star of the High Desert, Inc.,
  37




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##### Table of Contents



MJKL Enterprises, L.L.C.
 MJKL Enterprises Midwest, LLC
 Carl L. Karcher
  38




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##### Table of Contents



CLK New-Star, L.P.
 Border Star de Mexico, S.de R.L. de C.V.
 KWK Foods, L.L.C.
 KWKG, Inc.
  39




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##### Table of Contents



CLK Desert Star, LP
 Daniel D. (Ron) Lane
 Daniel E. Ponder, Jr.
  Director Independence
   40




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Independence of Committee Members
   41




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Item 14. Principal Accounting Fees and Services
 Independent Registered Public Accountants
  Percentage ofServicesFiscal
    
    
    Fiscal
    
    
    Approved by2010
    
    
    2009
    
    
    AuditFee Category
    
    Fees
    
    
    Fees
    
    
    CommitteeAudit Fees
    
    $
    1,230,350
    
    
    $
    1,145,698
    
    
    
    100
    %Audit-Related Fees
    
    
    13,000
    
    
    
    15,500
    
    
    
    100
    %Tax Fees
    
    
    60,130
    
    
    
    
    
    
    
    100
    %All Other Fees
    
    
    1,500
    
    
    
    1,500
    
    
    
    100
    %Total Fees
    
    $
    1,304,980
    
    
    $
    1,162,698
    
    
    
    100
    %
 Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  Audit Committee Pre-Approval Policies
     42




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43




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PART IV
 
 Item 15: Exhibits
  Exhibit No.
    
    Description31.1
    
    
    Certification of Chief Executive Officer Pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.31.2
    
    
    Certification of Chief Financial Officer Pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
  44




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SIGNATURES
  CKE RESTAURANTS, INC.Date: May 25, 2010
    By:
    /s/  Andrew F. PuzderAndrew F. Puzder,Chief Executive Officer  Signature
    
    Title
    
    Date*

Byron Allumbaugh
    
    Chairman of the Board
    
    May 25, 2010*

Frank P. Willey
    
    Vice Chairman of the Board
    
    May 25, 2010/s/ Andrew F. Puzder

Andrew F. Puzder
    
    Chief Executive Officer (Principal
Executive Officer) and Director
    
    May 25, 2010/s/ Theodore Abajian

Theodore Abajian
    
    Executive Vice President and Chief Financial
Officer (Principal Financial Officer)
    
    May 25, 2010/s/ Reese Stewart

Reese Stewart
    
    Senior Vice President and Chief Accounting
Officer (Principal Accounting Officer)
    
    May 25, 2010*

Peter Churm
    
    Director
    
    May 25, 2010*

Matthew Goldfarb
    
    Director
    
    May 25, 2010*

Carl L. Karcher
    
    Director
    
    May 25, 2010*

Janet E. Kerr
    
    Director
    
    May 25, 2010*

Daniel D. Lane
    
    Director
    
    May 25, 2010*

Daniel E. Ponder, Jr.
    
    Director
    
    May 25, 2010*

Jerold H. Rubinstein
    
    Director
    
    May 25, 2010
 * By:
    
    /s/ Andrew F. Puzder

Andrew F. PuzderAs Attorney-in-Fact
  45




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description31.1
    
    
    Certification of Chief Executive Officer Pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.31.2
    
    
    Certification of Chief Financial Officer Pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.