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 9th day of March, 2005
(“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 August 31, 2007 (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.


 


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 and state 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 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 and conditions 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) such
sick, vacation, holiday and other absences consistent with Company’s policies
as established and modified from time to time by the Board; and (b) 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,
customers, 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 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, immediately and
unilaterally, terminate the Employee’s employment hereunder at any time 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 $500,000.00.


 


7.2           Termination
By Employee.  Employee
may, immediately and unilaterally, terminate his employment hereunder at any
time 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.


 


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.


 


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 


 


 


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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 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,



 


 


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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
enforcement or other equitable relief in regard thereto, notwithstanding the
provisions of Section 9.2 above.


 


9.9           Waiver
of Jury Trial.  THE PARTIES
HERETO 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.


 


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 Van Epps

  	
   

  	
   

  
	
   

  	
  WILLIAM VAN EPPS

  	
   

  
	
   

  	
  Date:  March
  9, 2005

  	
   

  
	
   

  	
  Employee
  Notice Address:

  	
   

  
	
   

  	
  2002
  Papa Johns Boulevard

  	
   

  	
   

  
	
   

  	
  Louisville,
  KY 40299-2334

  	
   

  	
   

  



 


	
   

  	
  COMPANY:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PAPA JOHN’S INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ John H. Schnatter

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  John H. Schnatter

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CEO

  	
   

  	
   

  
	
   

  	
  Date:
  March 9, 2005

  	
   

  
	
   

  	
  Company
  Notice Address:

  	
   

  	
   

  
	
   

  	
  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:

  	
   

  	
  Chief Operations Officer

  



 


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 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 operations, including transactions, sales and service, the
development of new and maintenance of existing franchisee relationships and
development of marketing initiatives worldwide.


 


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 operations, as well as the expansion of the Company’s existing
and new business.


 


Assist with the development and execution of
the Company’s operating 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.


 


 


Other
Benefits:    Coverage under the
Company’s Stockholder Protection Rights Plan, as amended from time to time.


 


 


Term
of Agreement (“Term”):    March 9, 2005
through and including August 31, 2007.


 


 


Base Salary:    $41,666.66
monthly ($500,000.00 annualized).


 


 


Long-Term
Incentive Program and Stock Options:        With the exception of 2005 (when special trading windows will
be selected), Employee shall be eligible for an annual grant of 10,000 stock
options priced on the last day of the first quarter open trading window in each
year of the Term of this Agreement.


 


 


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In addition to the stock option grant set forth above,
Employee shall participate in Papa John’s Executive Long-Term Incentive
Program.  That Program consists of the
following:


 


 


•                  Performance Share Plan — 3-year performance period based on shareholder
return versus peer group — Annual performance share grant of 2,000.


Example:  40th
percentile versus peer group results in award of 50% of target; 50th
= 100%; 75th = 200%.


 


•                  Employee shall be entitled to a annual stock option grant by Papa
John’s up to two times the number of shares of Papa John’s stock purchased by
Employee on the open market or owned by Employee and designated under the
incentive program (not to exceed 12,000 options per annum).


 


Papa John’s also has minimum stock ownership guidelines for its
executives.  As Chief Operations Officer,
Employee will be required to own shares whose aggregate value equals or exceeds
twice Employee’s annual salary.  This
ownership requirement must be accomplished within the first five years of
Employee’s term of employment beginning January 1, 2005.


 


 


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