EXHIBIT 10.21
STOCK PURCHASE AGREEMENT
by and between
THE PURCHASERS SET FORTH ON EXHIBIT A,
SANTA BARBARA RESTAURANT GROUP, INC.,
AND
CKE RESTAURANTS, INC.
for the purchase of
189,900 shares of Common Stock of CKE Restaurants, Inc.
DATED AUGUST ______, 2001
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of
August ___, 2001 (the "Effective Date"), by and between the Purchasers set forth
on Exhibit A hereto (each, a "Purchaser"), Santa Barbara Restaurant Group, Inc.,
a Delaware corporation ("SBRG"), and CKE Restaurants, Inc., a Delaware
corporation ("CKE").
RECITALS
A.
SBRG beneficially owns 189,900 shares of common stock, par value
$0.01, of CKE (the "Shares").
B.
Each of the Purchasers is a participant in CKE's Employee, or
Non-Employee Director, Stock Purchase Loan Plan (as applicable, the "Plan"),
pursuant to which CKE provided loans to certain officers and directors of CKE
for the purpose of purchasing shares of CKE common stock.
C.
CKE desires to provide loans to each Purchaser in the amounts set
forth opposite such Purchaser's name on Exhibit A, for the purpose of purchasing
the number of Shares set forth opposite such Purchaser's name on Exhibit A.
D.
SBRG desires to sell to the Purchasers, and each of the Purchasers
desires to purchase from SBRG, the number of Shares set forth opposite such
Purchaser's name on Exhibit A, pursuant to the terms and conditions hereunder.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:
AGREEMENT
1.
PURCHASE AND SALE.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND THE PLAN, PURCHASER HEREBY PURCHASES FROM SBRG, AND SBRG HEREBY
SELLS TO PURCHASER, THE NUMBER OF SHARES SET FORTH OPPOSITE PURCHASER'S NAME ON
EXHIBIT A HERETO AT A PURCHASE PRICE OF FIVE DOLLARS AND SEVENTY-TWO CENTS
($5.72) PER SHARE.
CONCURRENTLY HEREWITH, CKE IS DELIVERING TO SBRG AN
AGGREGATE OF $1,086,228.00 FOR THE PURCHASE OF ALL OF THE SHARES ON BEHALF OF
THE PURCHASERS, AND SBRG IS DELIVERING TO CKE ON BEHALF OF THE PURCHASERS
CERTIFICATES EVIDENCING THE SHARES, DULY ENDORSED FOR TRANSFER, RECEIPTS FOR
WHICH ARE HEREBY ACKNOWLEDGED.
2.
ELECTION TO PARTICIPATE.
PURCHASER HEREBY AGREES TO BORROW FROM
CKE THE AMOUNT SET FORTH OPPOSITE SUCH PURCHASER'S NAME ON EXHIBIT A HERETO, AND
TO ENTER INTO A PROMISSORY NOTE FOR SUCH AMOUNT IN THE FORM ATTACHED HERETO AS
EXHIBIT B, PURSUANT TO THE TERMS OF THE PLAN.
3.
REPRESENTATIONS AND WARRANTIES OF SBRG.
SBRG MAKES THE FOLLOWING
REPRESENTATIONS AND WARRANTIES:
3.1
AUTHORIZATION.
SBRG HAS FULL POWER AND AUTHORITY TO ENTER INTO
THIS AGREEMENT, AND THIS AGREEMENT HAS BEEN DULY AUTHORIZED BY ALL REQUISITE
CORPORATE ACTION OF SBRG AND WILL NOT RESULT IN A BREACH, ACCELERATION OR
VIOLATION OF ANY AGREEMENT TO WHICH SBRG IS A PARTY OR IS OTHERWISE BOUND.
THIS
AGREEMENT WILL CONSTITUTE THE VALID AND LEGALLY BINDING OBLIGATION OF SBRG,
ENFORCEABLE AGAINST SBRG IN ACCORDANCE WITH ITS TERMS EXCEPT (I) AS LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, AND OTHER LAWS OF
GENERAL APPLICATION AFFECTING