Exhibit
10.3


	
  Notice of Grant of Restricted Stock and Restricted Stock Agreement

  	
  

  



 


	
  Stockholder Name

  	
  Plan:

  	
  1999

  
	
  Address

  	
  ID:

  	
  ssn

  
	
  City, State Zip

  	
   

  	
   

  



 






Effective , you have been
granted #### shares of Restricted Stock of Papa John’s International, Inc. (the
“Company”), with a value (if unrestricted) of $          
per share as of the grant date.




	
  Shares

  	
   

  	
  Restriction
  Period

  	
   

  	
  Restriction
  End

  
	
  ####

  	
   

  	
  36 Months

  	
   

  	
   

  






 


The restrictions on the shares
of Restricted Stock will lapse at the end of the restriction period and the
shares will vest only upon certification by the Compensation Committee of the
Company’s Board of Directors that the Company has met applicable target
thresholds of compounded annual growth rate (CAGR) of LTIP Operating Income
over the Company’s fiscal years          
through             
as follows: At 12% or higher CAGR, 100% of the shares will vest; at 10% CAGR,
50% of the shares will vest; and at 5% CAGR, 33% of the shares will vest, with
pro rata vesting between the percentage thresholds.  Any achievement below 5% CAGR of LTIP
Operating Income will result in no vesting. 
All shares that do not vest at the end of the restriction period will be
forfeited to the Company.  This summary
of restrictions is qualified in its entirety by the terms and conditions of the
Restricted Stock Agreement included with this Notice.






By your signature and
the Company’s signature below, you and the Company agree that these shares are
granted under and governed by the terms and conditions of the Company’s
Restricted Stock Agreement, which are included with, and hereby incorporated by
reference into, this Notice.






	
   

  	
   

  	
   

  
	
  Papa John’s International, Inc.

  	
   

  	
  Date

  



 


	
   

  	
   

  	
   

  
	
  Stockholder
  Signature

  	
   

  	
  Date

  



 
















PAPA JOHN’S INTERNATIONAL, INC.


RESTRICTED
STOCK AGREEMENT


1999 TEAM
MEMBER STOCK OWNERSHIP PLAN


THIS RESTRICTED STOCK AGREEMENT (“Agree­ment”) is made and entered into by
and between (i) PAPA JOHN’S
INTERNATIONAL, INC., a Delaware corporation (the “Compa­ny”), and
(ii) the individual (“Grantee”) named in the “Notice of Grant of
Restricted Stock” attached hereto and incorporated by reference herein as if
fully set out herein (the “Notice”). 
This Agreement is dated as of the date first set forth in the Notice.


Recitals:


A.            The
Company has adopted the Papa John’s International, Inc. 1999 Team Member Stock
Ownership Plan (the “Plan”) to promote the interests of the Company, its subsid­iaries
and its stockholders by encouraging eligible participants ­to pursue the
long-term growth, profitability and financial success of the Company, including
but not limited to investments in the Company’s common stock, par value $.01
per share (“Common Stock”).


B.            Pursuant
to the Plan, the Company has determined to award to Grantee shares of
restricted Common Stock subject to the terms, conditions, limitations and
restrictions provided under the Plan and in this Agreement (“Restricted Stock”).


Agreement:


NOW, THEREFORE, the Company and Grantee agree as follows:


1.             Grant
of Restricted Stock.  The Company hereby grants to Grantee, as a
matter of sepa­rate inducement and agreement, and not in lieu of any salary or
other compensa­tion for Grantee’s services as an employee, consultant or
advisor, the number of shares of Restricted Stock set forth in the Notice on
the terms and condi­tions set forth in this Agreement.


2.             Restrictions
and Restricted Period.


(a)           Restrictions.  Shares of Restricted Stock granted hereunder
may not be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated (collectively, the “Restrictions”) until the end of the applicable
Restriction Period (as defined below) and shall be subject to a risk of
forfeiture as described in this Agreement. 
Except as otherwise set forth in Exhibit A attached hereto, which is
incorporated into this Agreement, Grantee shall not be required to pay any
consideration for the Restricted Stock.


(b)           Restriction Period.  Subject to the forfeiture provisions set
forth in this Agreement, the Restrictions shall lapse and the shares of
Restricted Stock shall become vested and transferable (provided that such
transfer is in accordance with all applicable securities laws and regulations)
after the last day of the restriction period (the “Restriction Period”) set forth
in Exhibit A, which is incorporated into this Agreement, and based upon
satisfaction of any performance goals set forth in Exhibit A (“Performance
Goals”).  To the extent that the
Performance Goals are not achieved, then the shares of Restricted Stock that
would otherwise vest upon the achievement of the Performance Goals shall be
forfeited to the Company.


(c)           Change in Control.  Upon a Change in Control, as defined
in the Plan, any Restrictions and other conditions pertaining to the Restricted
Stock held by Grantee shall lapse and such shares shall thereafter be
immediately transferable and nonforfeitable.


3.             Termination
of Service with the Company.  If the Grantee’s status as an Employee,
consultant or advisor is terminated for any reason other than death or
Disability prior to the expiration of the Restriction Period 













applicable to the
Restricted Stock then held by the Grantee, such shares shall thereupon be
forfeited immediately by Grantee and returned to the Company.  If Grantee’s status as an Employee,
consultant or advisor is terminated as a result of death or Disability prior to
the expiration of the Restriction Period applicable to the Restricted Stock
then held by Grantee, the Restrictions shall immediately lapse and such shares
shall thereafter be immediately transferable and nonforfeitable.  Notwithstanding anything in the Plan or this
Agreement to the contrary, the Compensation Committee of the Company’s Board of
Directors may determine, in its sole discretion, in the case of any termination
of Grantee’s status as an Employee, consultant or advisor other than for Cause,
that the restrictions on some or all of the shares of Restricted Stock awarded
to a Participant shall immediately lapse and, to the extent the Committee deems
appropriate, such shares shall thereafter be immediately transferable and
nonforfeitable.


4.             Restrictive
Covenants.  If Grantee engages in any conduct in breach
of any noncompetition, nonsolicitation or confidentiality obligations to the
Company under any agreement, policy or plan, then such conduct shall also be
deemed to be a breach of the terms of the Plan and this Agreement.  Upon such breach, any unvested shares of
Restricted Stock shall be immediately forfeited and returned to the Company.


5.             Rights
of Grantee as Stockholder.  From and after the date of
grant of the shares of Restricted Stock, and for so long as the Restricted
Stock is held by or for the benefit of Grantee, Grantee shall have all the
rights of a stockholder of the Company with respect to the Restricted Stock,
including but not limited to the rights to vote and to receive dividends.  If any dividends or distributions are paid in
Common Stock, such Common Stock shall be subject to the same restrictions as
the shares of Restricted Stock with respect to which they were paid.  Notwithstanding the foregoing, the payment of
any cash dividends declared or paid on shares of Restricted Stock shall be
deferred until the lapse of the Restrictions on such shares, such deferred dividends
to be held by the Company for the account of Grantee, together with such
credited interest on the amount of the deferred dividends account as the
Company may determine in its discretion. 
Deferred dividends, together with any accrued and credited interest,
shall be either paid to Grantee upon the lapse of the Restrictions (as soon as
practicable, but in any event not more than 45 days following the lapse of the
Restrictions) or forfeited to the Company upon forfeiture of the Restricted
Stock, as the case may be.


6.             Escrow
and Delivery of Restricted Stock.  Certificates (or an electronic
book entry on the books of the Company’s stock transfer agent) representing the
shares of Restricted Stock shall be issued and held by the Company (or its
stock transfer agent) in escrow, together with any stock transfer powers that
the Company may request of Grantee, and shall remain in the custody of the
Company (or its stock transfer agent) until (i) their delivery to Grantee or
Grantee’s estate upon the lapse of applicable Restrictions, or (ii) their forfeiture
and transfer to the Company as provided in this Agreement.  The appointment of an independent escrow
agent with respect to the Restricted Stock shall not be required.  Certificates (or an electronic book entry)
representing those shares of Restricted Stock with respect to which the
Restrictions have lapsed shall be delivered to Grantee, or Grantee’s estate, as
the case may be, as soon as practicable thereafter (but in any event not more
than 45 days following the lapse of the Restrictions), and such certificates
shall not bear the legend set forth below. 
Grantee shall execute and deliver to the Company stock transfer powers
and such other documentation as the Company may request from time to time to
effect the purposes of this Agreement.


7.             Restrictive
Legend.  Certificates representing shares of
Restricted Stock with respect to which the Restrictions have not lapsed shall
bear the following legend:


“The sale or other transfer of the shares represented
by this Certificate, whether voluntary, involuntary or by operation of law, is
subject to certain restrictions on transfer as set forth in the Papa John’s
International, Inc. 1999 Team Member Stock Ownership Plan, and in the related
Restricted Stock Agreement.  A copy of
the Plan and such Restricted Stock Agreement may be obtained from the Secretary
of Papa John’s International, Inc.”


8.             Adjustment
to Shares of Restricted Stock.  In the event of any change in
the corporate structure of the Company affecting the Common Stock, the number
of shares of Restricted Stock shall be subject to adjustment as provided in
Section 4.3 of the Plan.



 2
 









9.             Taxes.  Grantee shall pay to the Company promptly upon request, at the time
Grantee recognizes any taxable income with respect to the shares of Restricted
Stock, an amount equal to the federal, state and/or local taxes the Company
determines it is required to withhold under applicable law with respect to such
shares.  In lieu of collecting such
payment of withholding taxes from Grantee, the Company may, in its discretion,
distribute vested shares of Common Stock net of the number of whole shares of
Common Stock having a fair market value equal to the minimum amount of federal,
state and local taxes required to be withheld under applicable tax laws.  Grantee agrees to indemnify the Company for
Grantee’s portion of any social insurance or taxes arising under the law of any
jurisdiction outside the United States with respect to the grant of Restricted
Stock made pursuant to this Agreement, the vesting of the Restricted Stock, or
the sale or other disposition of the Restricted Stock.


10.          No
Right to Continued Employment.  Nothing in the Plan or this
Agreement, or the granting of the Restricted Stock, shall be construed as
granting to Grantee any right to be employed or retained by, or to continue as
an Employee, consultant or advisor of or to the Company.  The
Company expressly reserves the right to terminate, whether by dismissal,
discharge, retire­ment or otherwise, Grantee’s employment or other
relationships with it at any time, with or without cause, except as may
otherwise be expressly provided in any written employment agreement between the
Company and Grantee.


11.          Miscellaneous.


(a)           This Agreement and the Restricted Stock
herein granted to Grantee are and shall be in all respects subject to the terms
and conditions of the Plan, a copy or description of which Grantee acknowledges
receiving prior to the execution hereof. 
In the event of any conflict between or among any terms or provisions of
this Agreement and of the Plan, the terms and provisions of the Plan shall
control.  Capitalized terms used in this
Agreement shall have the meaning ascribed to them in the Plan, unless otherwise
specifically defined herein.


(b)           The captions and section headings
used herein are for convenience only, shall not be deemed part of this
Agreement and shall not in any way restrict or modify the context and substance
of any section or paragraph hereof.


(c)           This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware without
regard to its conflicts of laws rules.


(d)           The provisions of this Agreement are
severable and, if any one or more provisions is determined to be illegal or
otherwise unenforceable, in whole or in part, then the remaining provisions, and
any partially unenforceable provision to the extent enforceable in any
jurisdiction, shall be binding and enforceable.


(e)           The provisions of this Agreement will be
binding upon the parties hereto and their successors and assigns, including but
not limited to Grantee’s estate and executors, administrators and trustees of
Grantee’s estate; any person or entity to which the Restricted Stock is
transferred pursuant to a qualified domestic relations order; and any receiver,
trustee in bankruptcy or representative of Grantee’s creditors.


* * *



 3
 









Exhibit A


Terms and
Conditions of Restricted Stock Grant


Grant Date:


Restriction Period:             Three
years from grant date, ending


Performance Goals:            In
addition to all other terms and conditions of this Agreement and the Plan,
vesting of the shares of Restricted Stock granted to Grantee hereunder and
release of the Restrictions are contingent upon achievement of the Performance
Goals, which are based upon the Company’s achievement of the following levels
of compounded annual growth rate (“CAGR”) of the Company’s “LTIP Operating
Income” (as defined below) over the three fiscal years immediately preceding
the end of the Restriction Period (the “Measurement Period”), which are the
Company’s fiscal years  through ,
calculated as a compounded annual percentage change from the Company’s LTIP
Operating Income for fiscal year .




	
  CAGR of Company’s LTIP Operating Income over

  Measurement Period (Fiscal Years -)

  	
   

  	
  Percentage of

  Restricted Stock Vested

  	
   

  
	
  12% or greater

  	
   

  	
  100

  	
  %

  
	
  10%

  	
   

  	
  50

  	
  %

  
	
  5%

  	
   

  	
  33

  	
  %

  
	
  Less than 5%

  	
   

  	
  0

  	
  %

  






 


Notes:


1.             For CAGR of Company’s LTIP
Operating Income results greater than 5% but less than 12%, the percentage of
Restricted Stock vested will be determined on a straight-line interpolation
basis between the applicable thresholds. 
For example, if the Company’s LTIP Operating Income CAGR over the
Measurement Period is 11%, then the percentage of Restricted Stock vested would
be 75%, and if the Company’s LTIP Operating Income CAGR over the Measurement
Period is 8%, then the percentage of Restricted Stock vested would be 43.2%.


2.             For purposes of this Agreement and
determining any applicable Restricted Stock vesting, “LTIP Operating Income” is
defined as “Operating income” reported in the Consolidated Statements of
Income for the Company and subsidiaries, adjusted (a) by excluding any gains or
losses from BIBP Commodities, Inc., operations, and (b) to reflect exceptions
approved by the Compensation Committee of the Company’s Board of Directors
related to events deemed extraordinary by the Compensation Committee, such as
gains or losses from the acquisition or disposition of restaurants.


3.             The Compensation
Committee of the Company’s Board of Directors must certify achievement of the
Performance Goals following the Measurement Period.


 



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