Exhibit 10.1


 


PAPA JOHN’S INTERNATIONAL, INC.


 


NONQUALIFIED DEFERRED COMPENSATION PLAN


 


[Amended and Restated Effective January 1, 2005, as amended January 25,
2010]


 


1.                                       PURPOSES AND
AUTHORITY.


 


1.1.                              Purposes.  The purposes of the Papa John’s International, Inc.
Nonqualified Deferred Compensation Plan (“Plan”) of Papa John’s International, Inc.,
a Delaware corporation (“Company”), are to provide a means for eligible
executive employees and non-employee directors to defer a portion of their
compensation or director fees, as applicable, and the income taxation thereof,
and to provide flexibility to the Company in attracting and retaining executive
employees and non-employee directors.


 


1.2.                              Combination
and Restatement of Plans.


 


(a)                                  The Plan, as
set forth herein (the “Restated Plan”), is a combination and continuation of
each of (i) the “Papa John’s International, Inc. Deferred
Compensation Plan,” originally effective September 28, 1998 (the “PJI Team
Members Plan”), and (ii) the “Papa John’s International, Inc. Board
of Directors Deferred Compensation Plan,” adopted November 6, 2003 (and
applicable to compensation earned after December 31, 2003) (the “PJI
Directors Plan”).


 


(b)                                 The Plan as so
combined, is amended and restated in its entirety as set forth herein, and,
except as provided in Section 1.3, is effective for deferrals of
compensation applicable to Plan Years commencing on and after January 1,
2005.  For the period commencing January 1,
2005 and ending December 31, 2008, the combined Plan (and each component
part of the combined Plan) has been administered in good faith reliance on
guidance published by the Internal Revenue Service.


 


1.3.                              Grandfathered
Accounts.


 


(a)                                  PJI Team
Members Plan. 
Notwithstanding the combination of Plans as described in Section 1.2,
Participant Accounts in the PJI Team Members Plan representing 


 


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compensation
deferred for the 2004 and earlier Plan Years (“Grandfathered Accounts”) shall
be held, maintained and administered separately from Participant Accounts
credited with compensation deferred for Plan Years commencing on and after January 1,
2005, subject to the following:


 


(1)                                  Grandfathered
Accounts (including earnings thereon, whether earned before or after January 1,
2005) shall remain subject to, and be administered in accordance with, the
terms and conditions of the PJI Team Members Plan as in effect on October 3,
2004 (incorporated herein by reference), except that, to the extent the terms
and conditions of the Restated Plan do not materially enhance an existing
benefit or right, or add a new material benefit or right with regard to
Grandfathered Accounts, the terms and conditions of the Restated Plan shall
apply.


 


(2)                                  the Company
shall adopt no amendments to the PJI Team Members Plan that would materially
enhance an existing benefit or right, or add a new material benefit or right
with regard to Grandfathered Accounts.


 


(b)                                 PJI Directors
Plan.  Participant Accounts in the
PJI Directors Plan (i.e., amounts deferred for the 2004 Plan Year) shall not be
treated as Grandfathered Accounts, but shall be subject to the terms and
conditions of the Restated Plan.  The PJI
Directors Plan, as restated in combination with the Restated Plan, brings the
PJI Directors Plan into compliance with Code §409A and does not enhance an
existing benefit or right or add a new material benefit or right to Participant
Accounts in the PJI Directors Plan.


 


2.                                       ADMINISTRATION.


 


2.1.                              The
Plan Administrator.  The Plan
shall be administered by the Compensation Committee (“Committee”) of the Board
of Directors (“Board”) of the Company. 
For purposes of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), the Committee is the Plan Administrator.  Except as provided in Section 2.2, the
Committee shall have sole discretion to make all determinations which may be
necessary or advisable for the administration of the Plan, and all such
determinations and decisions made pursuant to the provisions of the Plan shall
be final, conclusive and binding upon all persons, including the Company,
Participants and their Beneficiaries.


 


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2.2.                              Delegation
of Administrative Duties.  The
Committee may appoint an Administrative Committee comprised of the functional head
of each of the human resources, finance and legal departments of the Company,
or their respective delegates, to carry out its duties (including duties having
discretion) under the Plan.  Upon
appointment, the term “Committee” as used in the Plan shall mean the
“Administrative Committee” appointed pursuant to this Section 2.2 (except
as to the appointment of the Committee as the Plan Administrator as provided in
Section 2.1).


 


2.3.                              Claims
for Benefits.   A claim for benefits under the Plan shall be
made in writing to the Committee.  The
Committee and the claimant shall follow the claims procedures set forth in
Department of Labor Regulation § 2560.503-1.


 


3.                                       ELIGIBILITY AND
PARTICIPATION.


 


3.1.                              Eligibility.


 


(a)                                  Team Members.


 


(1)                                  Eligibility:  The following employee team members are
eligible to participate in the Plan and shall hereinafter be referred to as
“Eligible Employees”:  any team member of
the Company (and any affiliate that has been authorized by the Company to
participate in the Plan as to its eligible employees) who (i) is part of a
select group of management or highly compensated employees within the meaning
of ERISA §§ 201(2), 301(a)(4) and 401(a)(1), and (ii) has been
specifically designated as eligible to participate by the Chief Executive
Officer of the Company (or by an Officer of the Company authorized by the Chief
Executive Officer to make such determinations of eligibility).  Team Members eligible to Participate in this
Plan shall not be permitted to make deferrals to the 401(k) Plan, except
as provided in Section 5 of this Plan.


 


(2)                                  Loss of
Eligibility:  An Eligible
Employee shall remain an Eligible Employee until such time as he or she is
specifically designated as ineligible to participate by the Chief Executive
Officer of the Company (or by an Officer of the Company authorized by the Chief
Executive Officer to make such determinations of eligibility).


 


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(b)                                 Directors.  A member of the Board of
Directors (“Director”) shall be eligible to participate in the Plan with
respect to compensation received for services performed as a Director,
regardless of whether the Director is also an Employee of the Company who
receives compensation with respect to services performed as an Employee.  A Director who is not a common law employee
of the Company shall be referred to as a “Non-Employee Director.”  Terms and conditions specific to compensation
received with respect to services performed as a Director are included in Exhibit A
attached, and to the extent consistent with said Exhibit A, the
term “Eligible Employee” shall include and apply to Non-employee Directors and
employed Directors who receive compensation with respect to services performed
as a Director.


 


3.2.                              Participation.  An Eligible Employee may become a participant
in the Plan (“Participant”) by filing an Election Form in accordance with
the provisions of Section 4.1.  A
Participant shall remain a Participant with respect to amounts deferred until
such time as the Participant has received all payments to which the Participant
is entitled under the terms of the Plan.


 


4.                                       DEFERRAL
ELECTIONS.


 


4.1.                              Making
of Election.


 


(a)                                  Except as
otherwise provided in this Section 4, each Eligible Employee may elect in
writing, in the manner and on the form (“Election Form”) prescribed by the
Committee, to defer payment of all or any part of the Total Compensation which
would otherwise be paid to such Eligible Employee by the Company for services
rendered with respect to a Plan Year.  A
deferral election must be made separately for each Plan Year, and must specify
the time and form of payment as set forth in Section 9.  Any such deferral election cannot be revoked,
terminated or otherwise amended or modified after the beginning of the Plan
Year or other applicable period with respect to which it applies, except as
otherwise specifically provided in this Plan.


 


(b)                                 For purposes of
this Section 4, the term “Total Compensation” means an Eligible Employee’s
base salary, non-annual incentive compensation, bonuses, and commissions paid
with respect to a Plan Year.


 


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(c)                                  An election
shall be subject to the following limitations and shall be effective as
follows:


 


(1)                                  Deferral of
salary, non-annual incentive compensation, and commissions.  The maximum allowable deferral of salary and
commissions for a Plan Year is one hundred percent (100%) of salary, non-annual
incentive compensation, and commissions payable with respect to such Plan Year.  If an election is made and filed on or before
the last day of a Plan Year, such election shall be effective with or as of the
first pay period beginning on or after January 1 of the next following
Plan Year.  An election to defer bonus or
other incentive compensation that does not qualify as Performance-based
Compensation (defined in Section 4.1(c)(2)), e.g., non-annual incentive
compensation, must likewise be made and filed on or before the last day of a
Plan Year to be effective as of the first pay period beginning on or after January 1
of the next following Plan Year.


 


(2)                                  Deferral of
Performance-based Compensation.  The maximum allowable deferral of
Performance-based Compensation (defined below) for a Plan Year is one hundred
percent (100%) of the amount of Performance-based Compensation payable with
respect to such Plan Year.  If an
election to defer such Performance-based Compensation is made and filed no
later than six (6) months before the end of an applicable Plan Year, such
election shall be effective for Performance-based Compensation earned with
respect to such Plan Year. 
“Performance-based Compensation” means compensation the amount of which,
or the entitlement to which, is contingent on the satisfaction of
preestablished organizational or individual performance criteria relating to a
performance period of at least twelve (12) months.  Organizational or individual performance
criteria are considered preestablished if established in writing by not later
than ninety (90) days after the commencement of the period of service to which
the criteria relates, provided that the outcome is substantially uncertain at
the time the criteria are established. 
Performance-based Compensation includes payments based upon subjective
performance criteria, provided that (i) the subjective performance
criteria relates to the performance of the Participant, a group which includes
the Participant, or a business unit for which the Participant provides services
(which may include the entire Employer), and (ii) the determination that
any subjective performance criteria have been met is not made by the
Participant or a family member of the Participant (as defined in Code §267(c)(4) applied
as if the 


 


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family
of an individual includes the spouse of any member of the family) or any person
under the effective control of such persons.


 


(d)                                 In the case of
a newly hired Eligible Employee or an employee who newly becomes an Eligible
Employee after the first day of a Plan Year (“Newly Eligible Employees”), if the
Newly Eligible Employee makes an election with respect to salary within 30 days
of the date of becoming a Newly Eligible Employee, the election shall be
effective with the first pay period beginning on or after the first day of the
following month.  Likewise, with respect
to bonuses, if the Newly Eligible Employee makes an election within 30 days of
the date of becoming a Newly Eligible Employees and before October 1 of
such Plan Year, the election shall be effective with respect to bonus earned
for such period.


 


(e)                                  Notwithstanding
the foregoing provisions of this Section 4.1, no deferral election may
reduce a Participant’s compensation from the Company to an amount less than the
sum of (i) the applicable employment taxes payable by the Participant with
respect to the amount deferred, (ii) withholding from compensation
required under the Company’s other benefit plans, and (iii) the income
taxes which the Company is required to withhold on the Participant’s taxable
compensation.


 


4.2.                              Participant
Accounts.  An account
shall be established for each Participant (a “Participant Account”).  Deferred compensation shall be credited to a
Participant’s Participant Account as of the last day of the month in which such
compensation would otherwise be payable to the Participant.  A Participant Account shall be credited or
debited, as applicable, with the net investment return or loss of the deemed
investment of the amount in the Participant Account in accordance with the
provisions of Section 8.3, and shall be debited for all payments made to
the Participant or the Participant’s Beneficiaries.  If a Participant elects to receive the payout
of his or her Participant Account other than in a lump sum, the Participant’s
Account may be debited with the additional cost incurred by the Company as a
result of such election as determined by the Company in its sole
discretion.  If the Company, in its sole
discretion, makes Discretionary Contributions on behalf of any Participant in
accordance with the provisions of 


 


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Section 8.1, the
applicable Participant Account shall be credited with such Discretionary
Contributions.


 


5.                                       CODE § 402(G) “WRAP”
DIRECTION.


 


5.1.                              Subject to Section 5.3,
a Participant may direct the Committee, prior to the last day of each Plan Year
and in conjunction with a compensation deferral election made under Section 4.1(c)(1),
to transfer the lesser of the amount of the compensation deferred under Section 4.1(c)(1),
or an amount not to exceed the maximum amount of elective deferrals allowable
under Code §402(g)(1)(A), (B), and (C) in effect for the next following
Plan Year (a “Wrap Direction”), to the Participant’s elective deferral account
(“401(k) Account”) in the Papa John’s International, Inc. 401(k) Plan
(“401(k) Plan”), subject to the following:


 


(a)                                  Except as
provided in Section 5.1(c), as of the earliest date administratively
practicable after the end of the Plan Year with respect to which such deferrals
are made (and in no event greater than the time authorized by IRS regulation or
other guidance), the lesser of (i) the specified amount, or (ii) the
maximum amount that may be deferred under the 401(k) Plan as elective
deferrals under Code §402(g)(1)(A), (B), and (C) for the applicable Plan
Year reduced, as necessary, to satisfy nondiscrimination testing under Code
§401(k)(3) under the 401(k) Plan for such Plan Year shall be
transferred to the Participant’s 401(k) Account, with the Participant’s
deferrals credited under Section 4.1(c)(1) being simultaneously
reduced by a corresponding amount. 
Amounts transferred to the Participant’s 401(k) Account shall be
taken from the Participant’s investment accounts pro
rata, except for the Participant’s
Company Stock Unit Account (as described in Exhibit B), if applicable.


 


(b)                                 The amount
transferred to the Participant’s 401(k) Account shall in no event include
earnings attributable to the amount so transferred.


 


(c)                                  A Wrap
Direction of a Participant who incurs a separation from service during a Plan
Year shall be disregarded, and amounts deferred under the Plan with respect to
such Plan Year are not eligible for transfer to the Participant’s 401(k) Account.


 


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5.2.                              The following
actions or inactions that result in a decrease in the amounts deferred under Section 5.1
shall not otherwise affect the time or form of payments under the Plan, and any
change in the amount deferred under Section 5.1 shall not exceed the
change in amount deferred under the 401(k) Plan:


 


(a)                                  the Participant’s
action or inaction under the 401(k) Plan, including any adjustments to an
elective deferral election thereunder, provided that for any given taxable
year, such action or inaction does not result in a decrease in the amounts
deferred under all nonqualified deferred compensation plans in which the
participant participates (other than amounts described in Section 5.2(b) below)
in excess of the limit with respect to elective deferrals under section
402(g)(1)(A), (B), and (C) in effect for the taxable year in which such
action or inaction occurs; and


 


(b)                                 the
Participant’s action or inaction under the 401(k) Plan with respect to
elective deferrals and Company contributions that are credited as matching
contributions contingent on such elective deferrals, provided that the total of
such matching amounts never exceeds 100 percent of the matching amounts that
would be provided under the 401(k) Plan absent any plan-based restrictions
that reflect limits on qualified plan contributions under the Internal Revenue
Code.


 


5.3                                 The application
of this Section 5 is suspended with respect to compensation deferrals made
for the 2010 and future Plan Years; provided that the Committee may, in its
sole discretion, reinstate the application of this Section 5 for Plan Years
(or any Plan Year) following the 2010 Plan Year, and thereafter may suspend and
reinstate the application of this Section 5 on a Plan Year by Plan Year
basis, in each case upon reasonable notification to Participants prior to the
beginning of an applicable Plan Year.


 


6.                                       COMPANY
MATCHING CONTRIBUTIONS.


 


6.1.                              Matching
Contributions.  The Company may
make matching contributions based on a Wrap Direction to the same extent
matching contributions are made under the 401(k) Plan.


 


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6.2.                              Vesting
in Matching Contributions.  To the extent
matching contributions are allocated to a Wrap Account, they shall be fully
vested and nonforfeitable as of the date of allocation to the Wrap Account.


 


7.                                       DISCRETIONARY
CONTRIBUTIONS.


 


7.1.                              Discretionary
Contributions.  The Company, in
its sole and absolute discretion, may make discretionary contributions
(“Discretionary Contributions”) to the Participant Account of one or more
Participants.  Except with respect to
vesting, Discretionary Contributions shall be treated in the same manner as a
Participant’s elective deferrals.  All
Discretionary Contributions shall be deemed invested in the same manner as the
balance of the Participant’s Participant Account is invested unless the Participant
elects otherwise by notice to the Committee given in the manner provided in Section 8.2.


 


7.2.                              Vesting.  If the Company makes Discretionary
Contributions with respect to any Participant or Participants in accordance
with Section 7.1, the Committee shall determine, at the time of the making
of such Discretionary Contributions, the manner in which such Discretionary
Contributions, together with the net earnings resulting from the deemed
investment of such Discretionary Contributions, shall vest.  Vesting may be based upon years of service,
obtaining of performance criteria or any other method that the Committee shall
determine.


 


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8.                                       DEEMED
INVESTMENTS.


 


8.1.                              Investment
Options.


 


(a)                                  Specified
Investments.  The
Company, from time to time, shall determine the investments which the
Participants may select to have the amounts in their Participant Accounts
deemed invested, including without limitation, notional Company stock as
described in 8.1(b) (“Investment Options”).  The Company shall have the right to change
the Investment Options in its sole discretion.


 


(b)                                 Company
“Notional” Stock.  The Company
may provide a Participant the right to invest some part or all of his or her
Participant Account in notional Company stock (“Stock Account”).  The value of such notional stock shall be the
average price of shares of common stock of the Company traded on the NASDAQ
exchange on the date of allocation, as determined in Section 8.2.  Once allocated to the Account of a
Participant, notional Company stock may not thereafter be invested in any other
Investment Option (including without limitation, a transfer under Section 5.1(a)),
and shall continue to be so invested until an applicable distribution
event.  Once allocated to the Account of
a Participant, the Participant may not thereafter invest such notional Company
stock in any other Investment Option.  In
the event of any change in the outstanding stock of the Company by reason of a
stock dividend or distribution, recapitalization, merger, consolidation,
split-up, combination, exchange of shares or the like, the Committee may make
equitable adjustments in the number of notional shares then held in a
Participant’s Account.


 


8.2.                              Selection
of Investment Options.


 


(a)                                  Participants,
at the time a deferral election is made under this Plan, shall specify on the
Election Form the Investment Options in which the amounts subject to such
deferral election are to be invested. 
Participants may elect to have all of the amount subject to a deferral
election deemed invested in one Investment Option or in multiple Investment
Options.  All selections of Investment
Options shall be in whole percentages. 
Except as provided in Section 8.1(b), the Investment Options
selected may be changed by the Participant from time to time, as authorized by
the Committee.


 


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(b)                                 If an
Investment Option selection is not made at the time of a deferral election, or
such selection is otherwise ineffective, affected deferrals will be credited
with a rate of return equivalent to the Money Market Fund.


 


8.3.                              Earnings
on Deemed Investments.  The
earnings on a Participant’s deemed investments will be credited to the
Participant’s Accounts as earned.  If a
Participant changes the Investment Options in which any amount in their
Participant Account is deemed invested, such change will be treated as a sale
of the former Investment Option and the profit or loss resulting therefrom,
debited or credited to the Participant Account as of the effective date of the
deemed sale.


 


9.                                       PAYMENT OF
PARTICIPANT ACCOUNTS.


 


9.1.                              Limitation
on Payment of Participant Accounts.  No payment may be made from any Participant
Account except as provided in this Section 9.


 


9.2.                              Payment
Upon Separation from Service.


 


(a)                                  Definition of
“Separation from Service”.  The
term “separation from service” means the date on which a Participant retires,
dies or otherwise incurs a termination of employment with the Company; provided
that military leave, sick leave or other bona fide leave of absence that does
not exceed six (6) months (or if longer, so long as the individual remains
employed under Company policy or retains a right to reemployment with the
Company under an applicable statute or by contract) shall not be treated as a
separation from service.  If the period
of leave exceeds six (6) months and the individual does not remain
employed under Company policy or retain a right to reemployment under an
applicable statute or by contract, the employment relationship is deemed to
terminate on the first date immediately following such six (6) month
period.  Notwithstanding the foregoing,
where a leave is due to a medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for at least
six (6) continuous months, and such impairment causes the individual to be
unable to perform his or her regular (or similar) employment duties, a
twenty-nine (29) month period of absence is substituted for such six (6) month
period.


 


(b)                                 Form of
Payment.


 


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(1)                                  Lump
Sum Payment.  A Participant
may elect to have amounts subject to a deferral election paid in a lump sum due
to a separation from service as of:  (i) the
end of the calendar quarter in which the Participant incurs the separation from
service (and no later than sixty (60) days thereafter), or (ii) as of the
first day of any Plan Year occurring up to five (5) years after separation
from service.


 


(2)                                  Installment
Payments.  A
Participant may elect to have amounts subject to a deferral election paid in
quarterly installments for a period of five (5), ten (10) or fifteen (15)
years due to a separation from service. 
A Participant may elect for the first installment to commence as of the
first day of any calendar quarter occurring up to five (5) years after
separation from service.   If a
Participant dies prior to receiving all of the installments to which the
Participant is entitled, the remaining installments shall be paid to the
Participant’s Beneficiary. 
Notwithstanding the foregoing, if the balance of post-2004 deferrals
credited to Participant’s Account is less than fifty-thousand dollars ($50,000)
at the time installment payments are scheduled to commence, the Participant’s
post-2004 Account balance shall be paid instead in a lump-sum at such time.


 


(c)                                  Specified
Employees.  Notwithstanding
any provision of the Plan to the contrary, in the case of a Participant who is
a key employee (as defined in Code §416(i) without regard to paragraph (5) thereof),
and who becomes entitled to a distribution as a result of a separation from
service, distribution may not be made or commence earlier than the date which
is six (6) months after the date of separation from service (or, if
earlier, the date of death of the Participant). 
If a Participant is a key employee at any time during the 12-month
period ending on December 31 of the calendar year before the Participant’s
separation from service, the Participant will be treated as a key employee
during the 12-month period beginning on the following April 1.


 


9.3.                              Scheduled
In-Service Distributions.  A
Participant may elect to receive a lump sum distribution of all or a portion of
the vested amount in the Participant’s Account with respect to any annual
deferral election by specifying the amount thereof subject to distribution on
the corresponding Election Form, which date must be at least three (3) years
after the last day of the year of deferral (a 


 


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“Scheduled
Distribution”).  If a Participant has
made an election pursuant to this Section 9.3 and incurs a separation from
service prior to the Scheduled Distribution date, the Scheduled Distribution
shall be disregarded and distribution shall be made to the Participant or the
Participant’s Beneficiary within sixty (60) days following the end of the calendar
quarter in which the Participant incurs the separation from service.


 


9.4.                              Withdrawals
Due to an Unforeseeable Emergency.


 


(a)                                  In the event of
an Unforeseeable Emergency a Participant (or if applicable a Beneficiary) may
request a distribution of some or all of the amount credited to the
Participant’s Account, determined as of the end of the month prior to such
request.


 


(b)                                 The Committee
shall decide, in its sole and absolute discretion, whether and to the extent a
distribution shall be made pursuant to the provisions of this Section 9.4,
provided that a distribution on account of Unforeseeable Emergency may not be
made to the extent that such emergency is or may be relieved through
reimbursement or compensation from insurance or otherwise, by liquidation of
the Participant’s assets, to the extent the liquidation of such assets would
not cause severe financial hardship, or by cessation of deferrals under the
Plan.  Distributions because of an
Unforeseeable Emergency must be limited to the amount reasonably necessary to
satisfy the emergency need (which may include an amount necessary to pay taxes
reasonably anticipated to result from the distribution).  To the extent a Participant has a deferral
election in effect at the time the Committee approves a request for a
distribution under this Section 9.4, such election shall be cancelled
effective the date of approval.


 


(c)                                  For purposes of
this Section 9.4, the term “Unforeseeable Emergency” means a severe
financial hardship to the Participant resulting from an illness or accident of
the Participant, the Participant’s spouse, the Participant’s Beneficiary, or
the Participant’s dependent (as defined in Code §152, without regard to
§152(b)(1), (b)(2) and (d)(1)(D)), loss of the Participant’s property due
to casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant.


 


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9.5.                              Subsequent
Distribution Election Change.  A Participant
may change a distribution election with respect to one or more or all deferral
elections at any time; provided that:  (i) no
change in an election shall take effect earlier than twelve (12) months from
the date of the change election, (ii) no change in the election may be
made less than twelve (12) months prior to the date of the first scheduled
payment of the original distribution election, and (iii) with respect to a
payment that is not the result of death, disability or unforeseeable emergency
the first payment with respect to which such change in the election is made
must be deferred for a period of not less than five (5) years from the
date such payment would otherwise have been made under the prior election.  Any change of a prior distribution election
which does not meet the foregoing requirements shall be disregarded.


 


10.                                 DESIGNATION OF
BENEFICIARY.


 


10.1.                        Designation
of Beneficiary.  A
Participant shall be entitled to designate a beneficiary or beneficiaries to
receive the payments of the amount in the Participant’s Participant Account in
the case of the Participant’s death (“Beneficiary”).  Such designation may include a designation of
a contingent Beneficiary or Beneficiaries. 
The Participant may from time to time, change such designation of
Beneficiary or Beneficiaries as the Participant shall desire.  Notice of the designation shall be given in
writing by the Participant to the Committee and the trustee of the Rabbi Trust
(as hereinafter defined).  If no
beneficiary is designated, the Beneficiary shall be deemed to the Participant’s
estate.


 


11.                                 RABBI TRUST.


 


11.1.                        Rabbi
Trust.  All amounts deferred by a
Participant shall be contributed by the Company at least monthly to a trust
(“Rabbi Trust”) of which the Company will be considered the owner for Federal
income tax purposes.  The Rabbi Trust
will be established to provide a source of funds to enable the Company to make
payments to the Participants and their Beneficiaries pursuant to the terms 


 


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of the Plan.  Payments to which Participant’s are entitled
under the terms of the Plan shall be paid out of the Rabbi Trust to the extent
of the assets therein.


 


12.                                 PLAN YEAR.


 


12.1.                        Plan
Year.  The fiscal year of the Plan
(“Plan Year”) shall be the calendar year.


 


13.                                 WITHHOLDING.


 


13.1.                        Withholding.  The Company shall withhold from all amounts
otherwise payable to a Participant or Beneficiary hereunder such amount as the
Company is required by law to withhold with respect to such payments.


 


14.                                 MISCELLANEOUS.


 


14.1.                        Assignability.  No right to receive payments hereunder shall
be transferable or assignable by a Participant except by will or by the laws of
descent and distribution.


 


14.2.                        Amendment
or Termination.  The Plan may be
amended, modified or terminated by the Board (or its delegate) at any time or
from time to time.  No amendment,
modification or termination shall, without the consent of a Participant,
adversely affect such Participant’s existing rights under the Plan.


 


14.3.                        Change
in Ownership or Effective Control.  The Company
shall consider all available options available under IRC §409A(a)(2)(A)(v) and
regulations promulgated thereunder in the event of a change in control event
(as defined in IRC Reg. §1.409A-3(i)(5)(i)), without obligation to amend,
terminate or otherwise modify the Plan based thereon.


 


14.4.                        Continued
Employment.  Nothing in
the Plan, nor any action taken under the Plan, shall be construed as giving any
Participant a right to continue as an employee of the Company.


 


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14.5.                        Participant’s
Rights Unsecured.  The right
of any Participant to receive payment of deferred amounts under the provisions
of the Plan shall be an unsecured claim against the general assets of the
Company.  The maintenance of individual
Participant Accounts is for bookkeeping purposes only.  The Company is not obligated to acquire or
set aside any particular assets for the discharge of its obligations, nor shall
any Participant have any property rights in any particular assets held by the
Company, whether or not held for the purpose of funding the Company’s
obligations hereunder.


 


14.6.                        Offsets.  Amounts otherwise payable under the Plan to
the Participant and the Participant’s Beneficiaries may be offset by amounts owed
to the Company by the Participant if the debts were incurred in the ordinary
course of business, the entire offset in any year does not exceed $5,000, and
the offset is taken at the same time and in the same amount as the debt would
have been due.


 


14.7.                        Limitation
of Actions.  No lawsuit
with respect to any benefit payable or other matter arising out of or relating
to the Plan may be brought before exhaustion of the claims procedures referred
to in Section 2.3 and any lawsuit must filed no later than twelve (12)
months after the claim is finally denied, or twelve (12) months after the event(s) giving
rise to the claim occurred if earlier, or be forever barred.


 


14.8.                        General
Limitation of Liability. 
Subject to applicable laws, and the Company’s Articles of Incorporation
and Bylaws as in effect from time to time, neither the Board of Directors, the
Committee, nor any other person shall be liable, either jointly or severally,
for any act or failure to act or for anything whatsoever in connection with the
Plan, or the administration thereof except, and only to the extent liability is
imposed because of willful misconduct and only to the extent thereof.


 


14.9.                        Governing
Law.  To the extent not preempted by
ERISA, the Plan shall be governed by, an construed in accordance with the laws
of the State of Delaware without regard to its conflict of law rules.


 


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14.10.                  ERISA.  It is intended that the Plan be an unfunded
plan maintained primarily for the purpose of providing deferred compensation
for a select group of management or highly compensated employees of the
Company.  As such, the Plan is intended
to be exempt from otherwise applicable provisions of Title I of ERISA, and any
ambiguities in construction shall be resolved in favor of interpretation which
will effectuate such intentions.


 


IN WITNESS WHEREOF, the Company
has caused the Plan to be executed this 19th day of November, 2008.


 


	
   

  	
  PAPA JOHN’S
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Annette W. Calhoun 

  
	
   

  	
   

  	
   

  
	
   

  	
  Title: 

  	
  Sr. Director, Benefits

  



 


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PAPA JOHN’S
INTERNATIONAL, INC.


 


NONQUALIFIED DEFERRED COMPENSATION PLAN


 


[Amended and Restated Effective January 1, 2005, as amended January 25,
2010]


 


EXHIBIT A


 


Non-employee Directors


 


1.                                       DUAL STATUS —
INDIVIDUALS PROVIDING SERVICES AS AN EMPLOYEE AND AS A MEMBER OF THE BOARD OF
DIRECTORS.


 


1.1.                              Non-aggregation.  Deferrals of compensation
with respect to services performed as a Director are not aggregated with
deferrals of compensation with respect to services performed as an employee by
a Director who also provides services as an employee.  A separate account shall be maintained for
amounts deferred with respect to compensation earned as a Director and
compensation earned with respect to services performed as an employee..


 


1.2.                              Arrangements
substantially similar. 
Except for provisions in the plan defining compensation that may be
deferred and the occurrence of a separation from service, the provisions of the
Plan are substantially similar with respect to Eligible Employees who are
non-employee Directors and Directors who receive compensation for services
provided as an employee.


 


2.                                       COMPENSATION.


 


2.1.                              “Total
Compensation” Defined.  The
term “Total Compensation” (as defined in Plan Section 4.1(b)) means, with
respect to services performed as a Director (whether or not simultaneously
providing services to the Company and receiving compensation as an employee),
the total amount of annual retainer, service fees and any other compensation
paid with respect to services performed as a Director for a Plan Year.


 


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3.                                       SEPARATION FROM
SERVICE


 


3.1.                              Service
as a Director.  If a Director
provides services both as an employee of the Company and as a member of the
Board of Directors, services provided as a Director are not taken into account
in determining whether the individual has a separation from service with
respect to services performed as an employee.


 


3.2.                              Service
as an Employee.  If a
Director provides services both as an employee of the Company and as a member
of the Board of Directors, services provided as an employee are not taken into
account in determining whether the individual has a separation from service
with respect to services performed as a Director.


 


4.                                       CONSTRUCTION


 


The definitions, terms and other words and
conditions of this Plan, including without limitation this Exhibit A,
are for the sole purpose of expressing the terms and conditions of the Plan,
and to guide its operation and administration. 
Nothing in the Plan, nor any action taken under the Plan, shall be
construed as granting a Participant any employment right, or any other right or
benefit under any other plan or program of the Company.


 


* * * *


 


19

















 


EXHIBIT B


 


COMPANY STOCK UNIT ACCOUNT


 


Effective January 1,
2010, notional Company stock credited to a Participant’s Stock Account pursuant
to Section 8.1(b) of the Plan shall be governed by reference to this Exhibit B.  Any provision, term or condition of the Plan,
or the interpretation of such, that is contrary to or inconsistent with the
terms and conditions of this Exhibit B shall be disregarded.


 


1.                                       Application and Purpose.  This
Exhibit B shall apply exclusively to (i) the balance of the
Stock Account of each Participant as of December 31, 2009, and (ii) compensation
or awards deferred with respect to the 2010 and future Plan Years.  Its purpose is to establish rules for
the distribution and settlement of notional Company stock credited to
Participant accounts pursuant to Section 8.1(b) of the Plan
satisfactory to the requirements of EITF 97-14 as promulgated by the Financial
Standards Accounting Board, as it may be revised, amended or superseded.


 


2.                                       Definitions.  The
following terms shall be defined as:


 


(a)                                          Company Stock.  Common stock of the Company traded on the
NASDAQ Global Select Market.


 


(b)                                         Company Stock
Unit.  The unfunded right to receive
one share of Company Stock at a future date. 
Company Stock Units do not have voting rights.  A Company Stock Unit is expressed as
“notional Company stock” in Section 8.1(b) of the Plan.


 


(c)                                          Company Stock
Unit Account.  A Company
Stock Unit Account is a separate account established for a Participant to which
Company Stock Units are credited.  The
Company Stock Unit Account is expressed as a “Stock Account” in Section 8.1(b) of
the Plan.


 


3.                                       Allocation of Company Stock Units to
Participants’ Company Stock Unit Accounts.


 


The number of Company Stock Units allocated to a participant’s
Company Stock Unit Account upon deferral of compensation shall be determined
based on the consolidated closing bid price of a share of Company Stock on the
NASDAQ Global Select Market on the date of  allocation, or such other closing price as is
permissible under NASDAQ rules.


 


4.                                       Distribution/Settlement of Company Stock
Account.


 


The
sole medium of distribution of a Participant’s Company Stock Unit Account shall
be shares of Company Stock (with cash for fractional shares), irrespective of
the form of payment (i.e., whether as a lump-sum distribution or in
installments); provided that amounts due to be paid as of December 31,
2009, shall be distributed as provided by the Plan as in effect on December 31,
2009 (i.e., as a cash payment).


 


* * * * *


 


20