Exhibit 10.4


PERFORMANCE UNIT AWARD AGREEMENT


 


PAPA JOHN’S INTERNATIONAL, INC.


1999 TEAM
MEMBER STOCK OWNERSHIP PLAN


THIS PERFORMANCE UNIT AWARD AGREEMENT (the “Award Agreement”) is made and entered
into as of                  
(the “Grant Date”), by and between Papa John’s International, Inc., a Delaware
corporation (the “Company”), and                            
(“Participant”).


WHEREAS, the Board of Directors of the Company (the “Board of Directors”) has
adopted, and the stockholders of the Company have approved, the Papa John’s
International, Inc. 1999 Team Member Stock Ownership Plan (the “Plan”),
pursuant to which the Company may grant awards of Performance Units, as defined
under the Plan, to employees of the Company and its subsidiaries and certain other
persons, all as provided under the Plan; and


WHEREAS, the Company desires to grant to Participant a Performance Unit award
under the terms of the Plan;


NOW, THEREFORE, pursuant to the Plan, the Company and Participant agree as follows:


1.  Grant of Award.  The
Company hereby grants to Participant the Performance Unit award described in
this Award Agreement (the “Award”).


2.  Award Subject to Plan.  This
Award is granted under and is expressly subject to all the terms and provisions
of the Plan, which terms are incorporated herein by reference.  In the event of any conflict between or among
any provisions of this Award Agreement and any provisions of the Plan, the Plan
provisions will control.  Any capitalized
terms not otherwise defined herein shall have the meaning given them in the
Plan.  Participant hereby acknowledges
receipt of a description or copy of the Plan prior to executing this Award
Agreement.


3.  Performance Period.  The
performance period for the Award is the three (3)-year period commencing                    ,
and ending                     (the
“Performance Period”).


4.  Performance Unit Award.


(a)  General. 
Participant’s target Performance Unit Award opportunity for the
Performance Period is a cash payment equivalent to the average closing price of
the Company’s common stock for the last 15 trading days preceding the end of
the Performance Period, multiplied by              
(the “Target Cash Incentive”).













(b)  Amount of Target Cash Incentive Payable to Participant for the
Performance Period.  The
amount of the Target Cash Incentive payable to Participant for the Performance
Period will be based upon the Company’s “Total Shareholder Return” (as defined
in Section 5 below) as compared to the Total Shareholder Return of the “Peer
Companies” (as defined in Section 6 below) over the Performance Period, as
follows:




	
  If the Company’s Total Shareholder

  Return over the Performance Period

  as compared to the Peer Companies: 

  	
   

  	
  Then the percentage of

  Target Cash Incentive

  payable to Participant is: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Ranks in the 75th percentile or higher

  	
   

  	
  200

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Ranks in the 50th percentile

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Ranks in the 40th percentile

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Ranks below the
  40th percentile

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  






Target Cash Incentive
percentages based on percentile rankings between the thresholds described above
will be calculated using straight-line interpolation.  (For example: 
If the Company’s Total Shareholder Return over the Performance Period as
compared to the Peer Companies ranks in the 60th percentile, then the percentage of Target Cash
Incentive payable to Participant is 140%.) 
Notwithstanding the foregoing, the maximum payment that can be made
pursuant to Performance Units granted to Participant in any calendar year is
$1,000,000.


(c)  Payment of Performance Unit Award for the Performance Period.  Subject to early termination of this Award
Agreement pursuant to Section 7 or Section 8 below, as soon as
practicable following the end of the Performance Period and the determination
of the Company’s Total Shareholder Return as compared to the Total Shareholder
Return of each Peer Company over the Performance Period, the Company will pay
in cash to Participant the Performance Unit Award amount, if any, determined
pursuant to Section 4(b) above.


5.  Total Shareholder Return.  For
purposes of this Award Agreement, “Total Shareholder Return” with respect to
the Company or any Peer Company means the change (if any) in the market value
of shares of common stock of the Company or such Peer Company, assuming reinvestment
of dividends, over the Performance Period, using the methodology prescribed by
Securities and Exchange Commission Regulation S-K, Item 402(l), provided that
the measurement of change in market value of shares of common stock over the
Performance Period shall be based on the average closing prices of the common
stock for the last 15 trading 



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days
preceding the commencement of the Performance Period and the last 15 trading
days preceding the end of the Performance Period.


6.  Peer Companies.  The
Peer Companies are listed in Exhibit A to this Award Agreement, which is
incorporated herein by reference.


7.  Termination of Employment.


(a)  Except as set forth in
subsection (c), this Award Agreement will terminate and be of no further force
or effect on the date that Participant is no longer employed by the Company or
any of its subsidiaries, if such termination is for any reason other than
death, Disability or Retirement (all as defined in the Plan).


(b)  In the event of Participant’s
termination of employment due to death, Disability or Retirement prior to
expiration of any Performance Period, any then-outstanding Performance Units of
Participant shall be payable in an amount equal to the maximum amount payable
under such Performance Units multiplied by a percentage equal to the percentage
that would have been earned under the terms of the Award Agreement assuming
that the Total Shareholder Return achieved as of the date of such termination
of employment would have been achieved at the end of the Performance Period.


(c)  Participant will be entitled
to receive any Performance Unit Award payable under Section 4 of this
Award Agreement if Participant’s employment terminates after the Performance
Period but before Participant’s receipt of such Performance Unit Award payment
for the Performance Period, except in the event of a termination for Cause.


8.  Change of Control.  Upon
a Change in Control, as defined in the Plan, any then-outstanding Performance
Units shall become fully vested and immediately payable in an amount equal to
the greater of (a) the maximum amount payable under the Performance Unit
multiplied by a percentage equal to the percentage that would have been earned
under the terms of this Award Agreement assuming that the Total Shareholder Return achieved as of the date of such
termination of employment would have been achieved the end of the Performance
Period or (b) the maximum amount payable under the Performance Unit
multiplied by the percentage of the Performance Period completed by the Participant
at the time of the Change in Control.


9.  Tax Withholding. 
Participant must pay, or make arrangements acceptable to the Company for
the payment of, any and all federal, state, and local tax withholding that in
the opinion of the Company is required by law. 
Unless Participant satisfies any such tax-withholding obligation by
paying the amount in cash or by check, the Company will withhold a portion of
the cash incentive payment equal to the tax-withholding obligation.


10.  Non-Transferability.  Neither
this Award nor any rights under this Award Agreement may be assigned,
transferred, or in any manner encumbered except by will or the laws of descent 



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and
distribution, and any attempted assignment, transfer, mortgage, pledge or
encumbrance except as herein authorized, will be void and of no effect.  Participant may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom the right to receive payments under a Performance Unit is to be paid in
case of Participant’s death before receiving any or all such payments.


11.   Administration.  The
Compensation Committee of the Board of Directors (the “Committee”) shall have
the sole responsibility for construing and interpreting this Award Agreement,
and for resolving all questions arising hereunder.  Any decision or action taken by the Committee
arising out of, or in connection with, the construction, administration,
interpretation and effect of this Award Agreement shall be conclusive and
binding upon all persons.


12.  No Employment Rights Created.  The granting of the Award shall not be
construed as granting to Participant any right to continue as an employee of
the Company.  The Company expressly
reserves the right to terminate, whether by dismissal, discharge, retire­ment
or otherwise, Participant’s employment 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 Participant.


13. Miscellaneous.   The captions and section headings used herein are for convenience only,
shall not be deemed part of this Award Agreement and shall not in any way
restrict or modify the context and substance of any section or paragraph
hereof.  This Award Agreement will be
governed by the laws of the State of Delaware, without regard to the principles
of conflicts of law that might otherwise apply.


IN WITNESS WHEREOF, the Company and Participant have executed this Award Agreement as of
the Grant Date.


	
  Participant:

  	
   

  	
   

  	
  Company:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  PAPA JOHN’S INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
  Name typed or
  printed

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  	
  Date

  



 


 



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