Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


This EMPLOYMENT
AGREEMENT (“Agreement”) is made by and between WILLIAM VAN
EPPS (“Employee”) and PAPA JOHN’S INTERNATIONAL, INC., a corporation organized
and existing under the laws of the State of Delaware (“Company”), as of the 1st
day of November, 2007 (“Effective Date”).


W I T N E S S E T H:


WHEREAS, Company desires to hire
and employ Employee, and Employee desires to be employed by Company, pursuant
to the terms and conditions hereinafter provided for.


WHEREAS, Employee’s position with the Company
requires that Employee be trusted with extensive responsibility and
confidential information of the Company.


NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
in consideration of the mutual covenants and obligations herein contained, the
Company and the Employee (individually, a “Party”; together, the “Parties”),
intending to be legally bound, agree as follows:


Section 1:              Employment
and Term


1.1           Employment.  Company agrees to and does hereby employ
Employee, and Employee agrees to and does hereby accept employment by Company,
on the terms and subject to the conditions set forth in this Agreement
effective as of the Effective Date.


1.2           Term of Employment.  Employee shall be and is hereby employed by
Company for a period commencing on the Effective Date and continuing until
December 31, 2008 (the “Term”).


1.3           Standard of Services Required.  Employee shall (a) devote his full business
time and energy to the business and affairs of the Company (and any undertaking
by Employee of any additional activities which distract therefrom or provide
additional gainful employment shall not be undertaken without first notifying
and obtaining approval from the board of directors of Company); (b) perform his
duties hereunder diligently and to the best of his ability; (c) use his best
efforts, skills and abilities to promote the Company’s interest; and (d)
perform such other duties and services for the Company as may be required of
him by virtue of his position, or as directed by the CEO or the Board of
Directors of the Company (the “Board”), or such senior officer of the Company
as may be designated by the Board. 
Employee agrees to comply, and cause the Company to comply, with all
applicable governmental regulations and guidelines which relate to Company
products, services, methods and technologies with which Employee’s duties and
services are related.  Employee also
agrees to comply fully with all policies and practices of the Company.  The Company recognizes Employee’s position as
a Director of Johnny Rockets and agrees that his service on that Board or local
charitable or philanthropic boards will not be construed as a violation of this
provision, so long as such service is reasonable in scope and dedication of
time.


1.4           Position and Duties.  Employee shall serve in the position
identified on SCHEDULE
A attached hereto  and
incorporated by reference herein (or such other position of similar
responsibility as may be assigned by  the  CEO or the Board).  Employee shall at all times report to, and
his business activities shall at all times be subject to the direction and
control of the CEO and the Board, or as may be appointed by the Board.  Employee’s duties and services include, but
are not limited to, those matters identified on said SCHEDULE A.


 

















 


Section 2:              Compensation
and Benefits


2.1           Compensation.  During the term of Employee’s employment by
the Company pursuant to this Agreement, Company shall pay Employee compensation
and provide Employee with benefits as follows:


2.1.1        Base Salary.  In consideration of the duties and services
to be rendered by Employee to Company, Company will pay to Employee a salary (“Base
Salary”) in the amount identified as such on SCHEDULE A hereto.  Base Salary shall be payable on a weekly
basis or as the Company’s pay practices shall be established or modified from
time to time.  Base Salary payments shall
be subject to all applicable Federal, state and local withholding, payroll and
other taxes.


2.1.2        Bonus.  Employee will be entitled to receive bonus
payments in accordance with the then-existing Bonus Plan for Employee as
approved and/or amended by the Compensation Committee of the Board of Directors
for each year of the Term.  Bonus
payments shall be subject to all applicable Federal, state and local
withholding, payroll and other taxes. 
Employee shall also be entitled to participate in the Company’s existing
Long Term Incentive Program (“LTIP”) under the terms, conditions, contingencies
and vesting criteria applicable to Employee on the date of execution of this
Agreement, and he shall be subject to any amendments to the LTIP which may be
made and approved by the Board during the Term.


2.2           Employee Benefit Plans.  During the term of his employment with
Company, Employee shall be entitled to (a) five weeks vacation (b) such sick,
holiday and other absences consistent with Company’s policies as established
and modified from time to time by the Board; (c) such hospitalization and major
medical insurance benefits as are, from time to time, maintained and modified
by Company for its employees.  Employee’s
entitlement to, and participation in, such benefit plans shall be subject to
the same eligibility requirements and cost assessment policies as shall apply
to other employees who are eligible to participate therein.  Any vacation or other paid time off which is
not used in any year shall not accrue, nor shall Company be liable for any such
benefits not used by Employee prior to the termination of his employment with
Company.


2.3           Employee Expenses.  Company agrees that it will reimburse
Employee for all reasonable business expenses incurred by him during the term
of Employee’s employment hereunder, provided that such expenses be incurred in
connection with the performance by Employee of his duties hereunder and are
incurred and accounted for by Employee in accordance with Company’s policies as
established for its employees.


Section 3:              Confidentiality
and Non-Disclosure


3.1           Non-Disclosure of Confidential
Information.  Employee acknowledges
that during his employment by Company Employee shall have access to and
possession of information which (a) is proprietary and confidential; (b)
belongs to and represents the sole and exclusive property of the Company and/or
its affiliates; and (c) is a unique asset integral to the Business of the
Company for which the Company has paid a substantial amount, and the use or
disclosure of which contrary to the requirements of this Agreement would cause
the Company irreparable harm and damage. 
Except as otherwise provided for in this Agreement, Employee agrees
that, except as authorized in writing by Company and for its benefit, or as
required in the performance of his duties hereunder, for himself or others, (a)
Employee will not at any time, whether during or after the termination or
cessation of Employee’s employment, disclose, distribute, or disseminate to any
person, firm, partnership, joint venture, corporation, limited liability
company, or other entity (“Person”), or make public, any Confidential
Information (as defined below); and (b) Employee will keep strictly
confidential all matters and information entrusted to the Employee and shall
not use or attempt to use any such Confidential


 


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Information
in any manner which may injure or cause loss, or may be calculated to injure or
cause loss, whether directly or indirectly, to Company.


3.2           Nature and Definition of “Confidential
Information”.  “Confidential
Information” means and includes any and all of the following, whether or not
patentable, registrable or otherwise susceptible to protection under federal,
state or foreign patent, trademark, copyright and other laws:


3.2.1        intellectual
property, inventions, concepts, discoveries, improvements, inventions, methods,
information, processes, practices, specifications, techniques, products,
devices, technologies, data, know-how, and other proprietary rights;


3.2.2        designs, drawings,
photographs, graphs, samples, sketches, compositions, computer software and
database technologies and applications, computer software and programs
(including object code and source code), and related documentation to all of
the above;


3.2.3        any trade secrets
concerning the Business or affairs of the Company, financial, and operating
information, service specifications and concepts, marketing plans, budgets, the
names and terms of employment of key personnel, strategies, customer lists,
pricing policies and lists, services, and procedures; and


3.2.4        notes, analyses,
studies, summaries and other material prepared by or for Company containing or
based on, in whole or in part, any information included in the foregoing.


3.3           Permitted Disclosure.  If Employee is required (by deposition,
interrogatories, requests for information or documents, subpoena, civil
investigative domain or other process) to disclose all or any part of any
Confidential Information, Employee will first provide Company with prompt
notice of such requirement, as well as notice of the terms and circumstances
surrounding such requirements, so that Company may seek an appropriate
protective order or waive compliance with the provisions of this Agreement in
writing.  In any event, Employee may only
disclose that portion of such Confidential Information as he is advised in
writing by his and the Company’s legal counsel as being required to be
disclosed.


3.4           Destruction or Return on
Termination.  Upon termination of
Employee’s employment hereunder, Employee shall, upon request of Company,
return to Company all writings and materials comprising any part of the
Confidential Information without retaining any copies, extracts or other
reproductions thereof; and, to the extent not returned to Company, Employee
will certify in writing to Company any such materials or writings which were
destroyed by him.


Section 4:              Ownership
of Employee Inventions


4.1           Inventions and Related Matters.  Employee agrees that Company shall have sole
and exclusive ownership rights in any conception, ideas, invention,
improvement, or know-how (whether or not patentable) arising out of, resulting
from, or derivative of Employee’s duties and services as an employee of Company
or undertaken within the scope of Employee’s duties hereunder.  Any resulting or derivative rights, including
patent, trademark, service mark or other rights, shall be and become the
exclusive property of Company and Company shall be exclusively entitled to the
entire right, title and interest existing with respect hereto.  In furtherance thereof, at Company’s request,
Employee agrees to convey and assign to Company the entire right, title and
interest of Employee, if any, in and to any conceptions, ideas, inventions,
improvements, or know-how which arise out of, result from, or are derivative
of, Employee’s duties and services as an employee of Company or undertaken
within the scope of his duties hereunder.


 


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4.2           Original Works.  Any work subject to protection under
applicable copyright laws (including, but not limited to, software code and
applications), whether published or unpublished, created by Employee in
connection with or during the performance of his duties or services hereunder
shall be considered a work made for hire to the fullest extent permitted by law,
and all right, title and interest therein, including the worldwide copyrights,
shall be the sole and exclusive property of Company as the employer and party
specially commissioning such work.  In
the event that any such copyrightable work or portion thereof shall not be
legally qualified as a work made for hire or shall subsequently be so held,
Employee agrees to properly convey to Company the entire right, title and
interest in and to such work or portion thereof, including but not limited to
the worldwide copyrights, extensions of such copyrights, and renewal copyrights
therein, and further including all rights to reproduce the copyrighted work, to
prepare derivative works based on the copyrighted work, to distribute copies of
the copyrighted work, to display the copyrighted work, and to register the
claim of copyright therein and to execute any and all documents with respect
hereto.


4.3           Employee Assistance.  Employee agrees (a) to disclose to Company in
writing any matters created or authored by him which are, or are intended to
be, the property of Company pursuant to the provisions of this Section 4; (b)
to assign to Company without additional compensation all of Employee’s rights,
if any, therein; and (c) to execute and deliver to Company such applications,
assignments and other documents as Company may reasonably request in order to
apply for and obtain patents, copyrights, or other registrations with respect
thereto.


Section 5:              Employee’s
Conduct; Non-Contravention


5.1           Employee’s Conduct.  In order to maintain and enhance Company’s
standing and integrity in the business community, the business and personal
conduct of Employee shall be totally professional and above reproach; and
Employee shall at all times observe the highest standards of professionalism
and courtesy in Employee’s behavior with the public, colleagues, employees,
customers and competitors.


5.2           Non-Contravention.  Employee represents and warrants that he is
under no obligation to, and/or no conflict or non-compete agreements or
understandings exist with, any person which are in any way inconsistent with,
or which impose any restriction upon, Employee’s acceptance of employment under
this Agreement with the Company. 
Employee is not in default under, or in breach of, any agreement
requiring Employee to preserve the confidentiality of any information, client
lists, trade secrets or other confidential information; and neither the
execution and delivery of this Agreement nor the performance by Employee of
Employee’s obligations under this Agreement will conflict with, result in a
breach of, or constitute a default under, any employment or confidentiality
agreement to which Employee is a party or to which Employee may be subject.


Section 6:              Non-Competition
and Non-Solicitation


6.1           Acknowledgments by Employee.  Employee acknowledges that: (a) the services
to be performed by him under this Agreement are of a special, unique, unusual
and intellectual character; (b) Company’s Business is, or is expected to be,
national in scope, Company’s processes and technologies having wide application
throughout the nation; (c) Company competes with persons having access to
markets and capital similar or superior to that possessed by the Company; (d)
the restrictive covenants applicable to Employee will not prevent Employee from
obtaining other gainful employment after separating from Company; (e) the
provisions of this Section are reasonable and necessary in order to protect
Company’s Business; and (f) Employee has consulted with, or been advised by the
Company that he should consult with, an independent legal counsel concerning
the undertakings of the Employee set forth in, and the provisions of, this
Agreement.


 


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6.2           Covenants of Employee.  In consideration of the foregoing
acknowledgments by Employee, and in consideration of the compensation and
benefits to be paid or provided to Employee by Company, Employee covenants and
agrees that he will not, directly or indirectly:


6.2.1        during the period of, and except in the
course of, his employment hereunder, and for three (3) years after termination
of employment hereunder, on behalf of himself or any person, engage or invest
in, solicit investment in, own, manage, operate, finance, control, be employed
by or associated with, provide services or advice to, be a director of, or
participate in the ownership, management, operation, or development of, or
otherwise be associated or connected with, [a] any business which directly or
indirectly operates pizza restaurants, [b] any food service manufacturing
and/or distribution business which serves any pizza restaurant chains with 400
or more restaurants at any time during Employee’s tenure with the Company, [c]
any other food or restaurant business which the Company may develop or acquire
during Employee’s tenure with the Company or [d] any business that is
competitive with the Company or its affiliates; provided, however, that nothing
herein will preclude Employee from owning and holding not more than one percent
(1%) of any class of securities of any enterprise if such securities are listed
on any national or regional exchange or have been registered under Section
12(g) of the Securities Act of 1934; or


6.2.2        without the prior written consent of
Company, during the period of, and except in the course of, his employment
hereunder, and for three (3) years after termination of employment hereunder
solicit any of Company’s direct or remote clients, suppliers, contractors,
employees or other related parties; or


6.2.3        except on behalf of the Company, whether
for the Employee’s account or for the account of any other person, at any time
during the period of his employment hereunder, and for three (3) years after
termination of employment hereunder, solicit the patronage of any person if such
person is a customer or prospective customer of the Company, or was a customer
of the Company during any time within 12 months prior to termination of
employment, whether or not Employee had personal contact with such person
during the term of his employment by the Company.


Section 7:              Termination


7.1           Termination by the Company.  Employee’s employment with Company under this
Agreement, and Employee’s rights to compensation and benefits under this
Agreement or otherwise, shall terminate (except as otherwise herein provided)
as follows:


7.1.1        Death or
Disability.  This Agreement and
Employee’s engagement hereunder shall terminate upon the death of
Employee.  If Employee becomes
substantially unable to perform the essential duties and functions of his
position under this Agreement with or without reasonable accommodation for a
period of sixty (60) days or more during the Term because of a disability or
any medically determinable physical or mental impairment, Company may, at its
election, terminate Employee’s employment hereunder and all of Company’s
obligations relating thereto, including any obligations it may have under this
Agreement, by giving Employee ten (10) days prior written notice.  Upon termination pursuant to this Section,
Employee shall not be entitled to any Base Salary, Bonus, severance salary, or
any other benefits, except for amounts accrued and earned prior to the
effective date of termination and except for those, if any, required to be
extended by applicable law.


7.1.2        Termination By
Company For “Cause”.  Company may,
immediately and unilaterally, terminate Employee’s employment hereunder for “cause”
at any time.  Termination shall be for “cause”
if it is based on any of the following: (i) indictment or conviction of
Employee of any felony, or of any misdemeanor reasonably determined by the
Company to involve moral turpitude; (ii) Employee’s acts or


 


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omissions
involving willful or intentional malfeasance or misconduct that is, or may
reasonably be expected to be, injurious to the Company, its business,
reputation, prospects, or otherwise; (iii) commission of any act of fraud or
embezzlement against Company; (iv) inability to legally perform his duties for
any reason in the Louisville, Kentucky area; (v) failure to operate
substantially within the budget of the Company as adopted by the board of
directors of the Company; and (vi) any act or omission by Employee constituting
a material breach of Employee’s obligations under this Agreement.  In the event of a termination for “cause”
pursuant to the provisions of this Section, Employee shall not be entitled to
any Base Salary, Bonus, severance salary, or any other benefits, except for
amounts accrued prior to the effective date of termination and except for
those, if any, required to be extended by applicable law.


7.1.3        Termination By
Company Without “Cause”.  The Company
may, in its sole and exclusive discretion, immediately and unilaterally,
terminate the Employee’s employment hereunder at any time prior to the
expiration of the Term without cause by giving Employee ten (10) days’ advance
written notice of Company’s election to terminate.  Employee shall not thereafter be entitled to
any Base Salary, Bonus, Vacation pay or any other benefits, except for the
following:


7.1.3.1               those benefits, if any,
required to be extended by applicable law;


7.1.3.2     an amount equal to the greater of the base
salary which would be paid to Employee under the terms of this Agreement or
$515,000.


7.2           Termination By Employee.  Employee may, immediately and unilaterally,
terminate his employment hereunder at any time prior to the expiration of the
Term by giving the Company ten (10) days’ advance written notice of Employee’s
election to terminate.  Upon termination
by Employee, Employee shall not be entitled to any further Base Salary,
Discretionary, severance salary or other benefits, except for amounts accrued
prior to the effective date of termination and except for those, if any,
required to be extended by applicable law.


7.3           Effect of Termination.  Upon termination of Employee’s employment
hereunder, the obligations and commitments of Employee set forth in Sections 3
and 6, and the provisions of Sections 4, 8 and 9, shall continue in effect and
survive termination.


7.4           Expiration of the Term; Renewal of
Agreement.  Upon the expiration of
the Term, Employee shall not be entitled to any Base Salary, Bonus, severance
salary, or any other benefits, except for amounts accrued prior to the
effective date of termination and except for those, if any, required to be
extended by applicable law.  This
Agreement shall not automatically renew.


 


Section 8:              Notice


Any
notice or other communication under this Agreement shall be in writing and
shall be deemed to have been given when delivered personally against receipt
therefor; two days after being sent by Federal Express or similar overnight
delivery; or three days after being mailed registered or certified mail,
postage prepaid, to a Party hereto at the address set forth beneath such Party’s
signature below, or to such address as such Party shall give by notice
hereunder to the other Party to this Agreement.


 


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Section 9:              Miscellaneous


9.1           Governing Law.  This Agreement shall be governed by and
construed in accordance with the substantive laws of the Commonwealth of
Kentucky and the laws of the United States. 
No conflicts of law or similar rule or law that might refer the
governance and construction of this Agreement to the laws of another state,
republic or country shall be considered.


9.2           Dispute Resolution.  Pursuant to the Federal Arbitration Act, any
claim or proceeding seeking to enforce any provision of, or based on any right
arising out of, this Agreement, or statutory or common law disputes arising out
of the employment relationship and/or its termination, including, without
limitation, all Title VII, FMLA, FLSA, ADEA, ADA and ERISA claims, must be
brought as a claim in arbitration under the National Rules for the Resolution
of Employment Disputes of the American Arbitration Association then in effect (“AAA
Rules”).  Any such arbitration proceeding
must be heard in Louisville, Kentucky, and will be governed by the AAA
Rules.  The arbitrator shall be governed
by the laws as would apply in any federal court within the Commonwealth of
Kentucky.  The decision of the arbitrator
would be final and binding and all expenses of the arbitrator and arbitration
would be borne equally by the Company and the Employee.  Each of the Parties hereto consents to the
application of AAA Rules and waives any objection as to venue or
jurisdiction.  Process in any action or
proceeding referred to in the preceding sentence may be served on any Party
anywhere in the world.  Notwithstanding
anything in the foregoing to the contrary, the Company and Employee agree that
before instituting formal proceedings under the AAA Rules, the aggrieved party
must submit the claim or dispute to non-binding mediation.  The selection of the mediator would be the
prerogative of the aggrieved party and the costs of such mediation would be
shared equally by the Company and the Employee.


9.3           Severability.  If any provision of this Agreement is
determined by a court of competent jurisdiction to be unenforceable for any
reason, such provision shall be deemed to be severable, and this Agreement
shall otherwise continue in full force and effect.  Any provision of this Agreement held invalid
or unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable.


9.4           Assignments; Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the Company, its successors and assigns, including any
entity which acquires all or substantially all of the Company’s assets to which
the Company’s rights and obligations hereunder are assigned.  This Agreement shall be binding upon and
inure to the benefit of the Employee and his personal representatives, but the
obligations undertaken herein by Employee shall not and may not be transferred
or assigned and any purported transfer or assignment thereof shall be null and
void ab initio.


9.5           Entire Agreement; Modifications.  This Agreement contains the entire agreement
and understanding of the Parties with respect to the subject matter hereof,
supersedes any prior agreements and understandings with respect thereto, and
cannot be modified, amended or waived, in whole or in part, except in writing
signed by the Party or Parties to be charged. 
Any such purported modification, amendment or waiver shall be null and
void absent such writing.


9.6           Waivers.  A discharge of the terms of this Agreement
shall not be deemed valid unless by full performance by the Parties or unless
corroborated by a writing signed by the Parties.  A waiver by Company of any breach by Employee
of any provision or condition provided for in this Agreement to be performed or
observed by Employee shall not be deemed a waiver of any similar or dissimilar
provisions or conditions at the same or any prior or subsequent time.  The Parties covenant and agree that if a
Party fails or neglects for any reason to take advantage of any of the terms,
remedies or rights provided for in this Agreement or under applicable law, such
failure or neglect shall not be deemed a waiver of any such terms, remedies or
rights subsequently arising, or as a waiver of any of the terms, covenants or
conditions


 


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of
this Agreement or the requirement for performance or observance thereof.  None of the terms, covenants and conditions
of this Agreement may be waived by a Party except in a writing signed by such
Party.


9.7           Expense of Enforcement.  If, as a consequence of any dispute arising
under or with regard to this Agreement or its performance, any Party shall be
required to retain the services of legal counsel or to initiate any proceeding,
it is understood that each Party shall be required to bear their own costs,
including attorney fees, filing fees, or any other costs associated with the
proceeding.


9.8           Remedies and Enforcement.  If there should occur any breach or
threatened breach by Employee of any of the covenants, restrictions or
requirements set forth in Sections 3, 4 or 6 of this Agreement, Employee
acknowledges and agrees that Company’s remedies at law are or may be inadequate
to redress the same and Company shall be entitled to seek an injunction,
restraining order, specific performance or enforcement or other equitable
relief in regard thereto, notwithstanding the provisions of Section 9.2 above.


9.9           Waiver of Jury
Trial.  THE PARTIES HEREBY WAIVE A
JURY TRIAL IN ANY PROCEEDING OR LITIGATION WITH RESPECT TO THIS AGREEMENT.


9.10         Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be considered an original but all of which
together shall constitute one and the same agreement.


9.11         This Agreement
supplements and supercedes any earlier agreement entered into or agreed to
either verbally or in writing concerning Employee’s employment with the
Company, including, without limitation, that certain Agreement dated May 18,
2006.


IN
WITNESS WHEREOF, the Parties have executed and delivered this Agreement at
Louisville, Kentucky on the respective dates shown beneath their signatures
below, but effective as of the Effective Date.




	
   

  	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  William M. Van Epps

  	
   

  
	
   

  	
   

  	
  WILLIAM
  VAN EPPS

  
	
   

  	
   

  	
  Date:
  November 1, 2007

  
	
   

  	
   

  	
  Employee
  Notice Address:

  
	
   

  	
   

  	
  80
  Windom Lane

  
	
   

  	
   

  	
  Nicholasville,
  KY 40356

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PAPA
  JOHN’S INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  /s/ Nigel Travis

  	
   

  
	
   

  	
   

  	
  Name:
  NIGEL TRAVIS

  
	
   

  	
   

  	
  Title:
  CEO

  
	
   

  	
   

  	
  Date:
  November 1, 2007

  






 


 


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  Company
  Notice Address:

  
	
   

  	
   

  	
  ATTN: General Counsel

  
	
   

  	
   

  	
  2002 Papa Johns Boulevard

  
	
   

  	
   

  	
  Louisville,
  Kentucky 40299-2334

  






 


 


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SCHEDULE
A


[Attached to and to be made a part of the Employment
Agreement]


Name of Employee:              William Van
Epps


Position/Title:                       President, U.S.A.


Duties:                   Employee
shall report to, and be subject to the supervision of the CEO or such other
person as may be designated by the Board; and shall be responsible for the
overall direction, management and execution of the Company’s U.S. business
operations as developed to meet the needs and requirements of the Company’s
constituencies.  Without limiting the
generality of the foregoing, Employee’s responsibilities shall include those
assigned to him from time to time by the Company’s Chairman or Board, and,
further, shall include the following:


Primary
responsibility for all aspects of the Company’s domestic restaurant and other
operations and marketing, including transactions, sales and service, the
development of new and maintenance of existing franchisee relationships and
development and execution of marketing strategies, plans and initiatives.


In
conjunction with the CEO and the Board, development of the Company’s short and
long term strategic plans for expansion of the Company’s existing and new
business.


Assist
with the development and execution of the Company’s overall plans and
initiatives; and coordinate activities and initiatives in certain of the
Company’s departments as determined by the CEO and the Board.


Assist
the CEO in the professional development and evaluation of all senior management
team members.


Full and final responsibility for CUSTOMER SATISFACTION in the United
States markets.


Other Benefits:     Employee
shall be entitled to a gross lump sum payment of $20,000 annually, less all
applicable taxes and withholdings, to cover the costs of purchasing additional
disability insurance.


Term of Agreement (“Term”):            through December 31, 2008.


Base Salary:          $515,000.


Stock Ownership:  Papa John’s also has minimum stock ownership
guidelines for its executives.  As
President, U.S.A., Employee will be required to own shares whose aggregate
value equals or exceeds three times Employee’s annual salary.  This ownership requirement must be
accomplished in annual steps of the value amount Employee was required to own
under the annual ownership benchmarks required of him by the Company in 2005 or
2006, whichever is greater.  Those
benchmarks amount to 10%, 25%, 45% and 70% of the three times salary
requirement.  The determination as to
whether Employee has met the benchmark amount shall be measured on January 1 of
each year with full ownership attained by


 


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December 31, 2010.  If annual
benchmarks are not met, the Compensation Committee may, in its sole and
exclusive discretion undertake those steps it deems appropriate to correct
Employee’s ownership deficiency, including, without limitation, directing any
bonus amounts Employee may earn toward equity in the Company (in the form of
restricted shares), or reducing or eliminating long-term incentive plan grants
in the event no bonus is paid in a given year.


 


 


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