Common StockCalifornia Pizza Kitchen Inc • February 1st, 2001 • Retail-eating places • New York
EXHIBIT 10.12 SEVERANCE AGREEMENT ------------------- THIS SEVERANCE AGREEMENT ("Agreement") is made as of November 1999 by and between California Pizza Kitchen, Inc., a California corporation (the "Company"), and Tom Jenneman, an individual (the...Severance Agreement • May 25th, 2000 • California Pizza Kitchen Inc • California
B. Concurrently herewith, certain Debtors are executing and delivering to Administrative Agent a Master Subsidiary Guaranty dated as of even date herewith (as amended from time to time, the "Master Subsidiary Guaranty") guarantying the...Pledge Agreement • May 25th, 2000 • California Pizza Kitchen Inc
CREDIT AGREEMENT Dated as of May 7, 2008 among CALIFORNIA PIZZA KITCHEN, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A., as Syndication Agent and The Other Lenders...Credit Agreement • May 9th, 2008 • California Pizza Kitchen Inc • Retail-eating places • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 7, 2008, among CALIFORNIA PIZZA KITCHEN, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
EXHIBIT 10.7 THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), dated as of July 6, 2000, is made and entered into by and between California Pizza Kitchen, Inc., a California...Employment Agreement • July 10th, 2000 • California Pizza Kitchen Inc • Retail-eating places • California
EXHIBIT 10.2 SEPARATION AGREEMENT BETWEEN CALIFORNIA PIZZA KITCHEN, INCSeparation Agreement • August 6th, 2003 • California Pizza Kitchen Inc • Retail-eating places • California
EXHIBIT 9.1 VOTING TRUST AGREEMENT THIS IS A VOTING TRUST AGREEMENT, dated as of September 30, 1997, among the entities and individuals listed on Exhibit A attached hereto (individually, a "Shareholder" and collectively, the "Shareholders"), and...Voting Trust Agreement • May 25th, 2000 • California Pizza Kitchen Inc • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT BETWEEN CALIFORNIA PIZZA KITCHEN, INCEmployment Agreement • August 6th, 2003 • California Pizza Kitchen Inc • Retail-eating places • California
B. Concurrently herewith, certain Debtors are executing and delivering to Administrative Agent a Master Subsidiary Guaranty dated as of even date herewith (as amended from time to time, the "Master Subsidiary Guaranty") guarantying the...Security Agreement • May 25th, 2000 • California Pizza Kitchen Inc
RECITALSCredit Agreement • February 1st, 2008 • California Pizza Kitchen Inc • Retail-eating places • California
RECITALSCalifornia Pizza Kitchen Inc • May 25th, 2000 • California
betweenCredit Agreement • January 2nd, 2001 • California Pizza Kitchen Inc • Retail-eating places • California
RECITALS:Of Agreement • May 25th, 2000 • California Pizza Kitchen Inc • Delaware
Bank of America, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuing Lender,Credit Agreement • May 25th, 2000 • California Pizza Kitchen Inc • California
EXHIBIT 10.1 SEPARATION AGREEMENT BETWEEN CALIFORNIA PIZZA KITCHEN, INCSeparation Agreement • November 6th, 2003 • California Pizza Kitchen Inc • Retail-eating places • California
TERMINATION AGREEMENT ---------------------Termination Agreement • January 2nd, 2001 • California Pizza Kitchen Inc • Retail-eating places • New York
SUPPLEMENTAL SECURITY AGREEMENT (TRADEMARKS)Supplemental Security Agreement • May 25th, 2000 • California Pizza Kitchen Inc
ARTICLE ISecurities Holders Agreement • July 10th, 2000 • California Pizza Kitchen Inc • Retail-eating places • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2009 • California Pizza Kitchen, Inc. • Retail-eating places • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), effective as of December 31, 2008 (the “Amended Effective Date”), is made and entered into this 31st day of December, 2008, by and between California Pizza Kitchen, Inc., a Delaware corporation (the “Company”), and Susan M. Collyns (the “Executive”). This Agreement amends and restates in its entirety the Prior Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among CPK HOLDINGS INC., CPK MERGER SUB INC. and CALIFORNIA PIZZA KITCHEN, INC. dated as of May 24, 2011Agreement and Plan of Merger • May 27th, 2011 • California Pizza Kitchen, Inc. • Retail-eating places • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 24, 2011, is entered into by and among CPK Holdings Inc., a Delaware corporation (“Parent”), CPK Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and California Pizza Kitchen, Inc., a Delaware corporation (the “Company”). Each of Parent, Sub and the Company are referred to herein as a “Party” and together as “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.
FORM OF INDEMNIFICATION AGREEMENT dated as of , between California Pizza Kitchen, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”)Form of Indemnification Agreement • June 20th, 2006 • California Pizza Kitchen Inc • Retail-eating places • Delaware
WHEREAS, the Board of Directors (the “Board”) of the Company has determined that the inability to attract and retain qualified persons as directors and officers is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company;
STOCKHOLDER TENDER AND SUPPORT AGREEMENTStockholder Tender and Support Agreement • May 27th, 2011 • California Pizza Kitchen, Inc. • Retail-eating places • Delaware
STOCKHOLDER TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 24, 2011, is by and among CPK Holdings Inc., a Delaware corporation (“Parent”), CPK Merger Sub Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Sub”), California Pizza Kitchen, Inc., a Delaware corporation (the “Company”), Larry S. Flax (“Stockholder”) and certain trusts established by Stockholder and/or his spouse identified on the signature page hereto (the “Trusts”). The Company shall only be a party to this Agreement for purposes of Section 4(d)-(g) and Section 13 of this Agreement and the Trusts shall only be a party to this Agreement for purposes of Sections 3, 4, 5, 6 and 13 of this Agreement.
EXHIBIT 10.15 CALIFORNIA PIZZA KITCHEN, INC. NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------ This is a Non-Qualified Stock Option Agreement, dated as of March 31, 1998 (the "Agreement"), between California Pizza Kitchen,...Non-Qualified Stock Option Agreement • May 25th, 2000 • California Pizza Kitchen Inc • California
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2010 • California Pizza Kitchen, Inc. • Retail-eating places • California
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), effective as of January 4, 2010 (the “Amended Effective Date”), is made and entered into this 8th day of April, 2010, by and between California Pizza Kitchen, Inc., a Delaware corporation (the “Company”), and Larry S. Flax (“Executive”). This Agreement amends and restates in its entirety the Amended and Restated Agreement (as defined below).
TIME SHARING AGREEMENTTime Sharing Agreement • November 14th, 2005 • California Pizza Kitchen Inc • Retail-eating places
This Agreement is made, effective as of the 18th day of May 2005 (the “Effective Date”), by and between California Pizza Kitchen, Inc. (“Lessor”) and Larry S. Flax (“Lessee”).
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT FOR COMMON STOCK This Registration Rights Agreement for Common Stock (the "Agreement") is made and entered into September 30, 1997, by and among California Pizza Kitchen, Inc., a California corporation (the...Registration Rights Agreement for Common Stock • May 25th, 2000 • California Pizza Kitchen Inc • California
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2009 • California Pizza Kitchen, Inc. • Retail-eating places • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), effective as of December 31, 2008 (the “Amended Effective Date”), is made and entered into this 31st day of December, 2008, by and between California Pizza Kitchen, Inc., a Delaware corporation (the “Company”), and Richard L. Rosenfield (“Executive”). This Agreement amends and restates in its entirety the Prior Agreement (as defined below).
CALIFORNIA PIZZA KITCHEN AMENDED AND RESTATED CONFIDENTIAL EMPLOYMENT AGREEMENTConfidential Employment Agreement • March 13th, 2009 • California Pizza Kitchen, Inc. • Retail-eating places • California
implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 30% or more of the combined voting power of the Company’s then outstanding securities; or
EXHIBIT 10.1 CALIFORNIA PIZZA KITCHEN CONFIDENTIAL EMPLOYMENT AGREEMENT This is an EMPLOYMENT AGREEMENT ("Agreement") between California Pizza Kitchen, Inc. a Delaware corporation (the "Company"), and Rudy Sugueti (the "Employee"), dated this 6th day...California Pizza Kitchen Confidential Employment Agreement • April 9th, 2007 • California Pizza Kitchen Inc • Retail-eating places • California
AGREEMENT AND PLAN OF MERGER OF CALIFORNIA PIZZA KITCHEN, INC. (A Delaware Corporation) AND CALIFORNIA PIZZA KITCHEN, INC. (A California Corporation)Agreement and Plan of Merger • December 22nd, 2004 • California Pizza Kitchen Inc • Retail-eating places
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 22, 2004 (the “Agreement”), is made by and between California Pizza Kitchen, Inc., a Delaware corporation (“Pizza Delaware”), and California Pizza Kitchen, Inc., a California corporation (“Pizza California”). Pizza Delaware and Pizza California are sometimes referred to herein as the “Constituent Corporations.”
Dear Stockholder:California Pizza Kitchen, Inc. • June 8th, 2011 • Retail-eating places
On behalf of the Board of Directors of California Pizza Kitchen, Inc. (the “Company”), we are pleased to inform you that on May 24, 2011, the Company entered into a definitive merger agreement (the “Merger Agreement”) to be acquired by an affiliate of Golden Gate Capital (the “Purchaser”). Golden Gate Capital is a San Francisco-based private investment firm with a long and successful history of investing across a wide range of industries and transaction types, including going-privates, corporate divestitures and recapitalizations. Pursuant to the terms of the Merger Agreement, the Purchaser today commenced a tender offer to purchase all of the outstanding shares of the Company’s common stock for $18.50 per share in cash, without interest.
RECITALSMaster Subsidiary • January 2nd, 2001 • California Pizza Kitchen Inc • Retail-eating places
FORM OF NOTECalifornia Pizza Kitchen Inc • May 9th, 2008 • Retail-eating places
FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of May 7, 2008 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2010 • California Pizza Kitchen, Inc. • Retail-eating places
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “First Amendment”) is made as of April 8, 2010, by and between California Pizza Kitchen, Inc., a Delaware corporation (the “Company”), and Susan M. Collyns (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).
20,000,000 June 30, 2004 Los Angeles, CaliforniaCalifornia Pizza Kitchen Inc • August 6th, 2004 • Retail-eating places
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to the order of Bank of America, N.A. (the “Lender”), on the Maturity Date (as defined in the Credit Agreement referred to below) the principal amount of Twenty Million Dollars ($20,000,000), or such lesser principal amount of Loans (as defined in the Credit Agreement referred to below) payable by Borrower to Lender on such Maturity Date under that certain Amended and Restated Credit Agreement dated as of June 30, 2004 between California Pizza Kitchen, Inc., a California corporation (“Borrower”) and Lender (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined).
