Exhibit
10.2


	
  Notice of Grant of Stock Options

  	
   

  	
  Papa John’s International, Inc.

  
	
  and Option Agreement

  	
   

  	
  ID:

  
	
   

  	
   

  	
  2002 Papa John’s Blvd

  
	
   

  	
   

  	
  PO Box 99900

  
	
   

  	
   

  	
  Louisville, KY 40269

  



 


	
  Name

  	
   

  	
  Option Number:

  	
   

  	
  ########

  
	
  Address

  	
   

  	
  Plan:

  	
   

  	
  1999

  
	
  City State Zip

  	
   

  	
  ID:

  	
   

  	
  SSN

  



Effective 0/00/       ,
you have been granted a(n) Non-Qualified Stock Option to buy #### shares of
Papa John’s International, Inc. (the Company) stock at $##.#### per share.


The
total option price of the shares granted is $####.##


Shares
in each period will become fully vested on the date shown. Shares received upon
exercise, net of payment of option price and applicable taxes, must be held at
least three months following exercise.




	
  Shares

  	
   

  	
  Vest Type

  	
   

  	
  Full Vest

  	
   

  	
  Expiration

  	
   

  
	
  ###

  	
   

  	
  On Vest Date

  	
   

  	
  0/00/     

  	
   

  	
  0/00/     

  	
   

  










By your signature and the Company’s signature
below, you and the Company agree that these options


are granted under and governed by the terms
and conditions of the Company’s Stock Option Plan as


amended and the Option Agreement, all of which
are attached and made a part of this document.






	
  

  	
   

  	
   

  
	
  Papa John’s International, Inc.

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Date

  



 


	
  

  	
   

  	
  Date:

  
	
   

  	
   

  	
  Time:

  



 


 
















PAPA JOHN’S INTERNATIONAL, INC.


NONQUALIFIED
STOCK OPTION AGREEMENT


1999 TEAM
MEMBER STOCK OWNERSHIP PLAN


THIS NONQUALIFIED STOCK OPTION
AGREEMENT (“Option
Agree­ment”) is made and entered into by and between (i) PAPA JOHN’S INTERNATIONAL, INC., a Delaware
corporation (“Compa­ny”), and (ii) the individual (“Optionee”) named in
the “Notice of Grant of Stock Options” attached hereto and incorporated by
reference herein as if fully set out herein (the “Notice”).  This Option 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 (“Plan”) to promote the interests of the Company, its subsid­iaries
and its stockholders by encouraging eligible participants ­to invest in the
Company’s common stock, par value $.01 per share (“Common Stock”).


B.            The
Company believes that such investments should increase the personal interest
and special efforts of such persons in providing for the continued success and
progress of the Company­.


Agreement:


NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


1.             Grant
of Option.  The Company hereby grants to Option­ee, as a
matter of sepa­rate inducement and agreement, and not in lieu of any salary or
other compensa­tion for Optionee’s services as an employee, consultant or
advisor, the right and option to purchase (“Option”) all or any part of an
aggregate of the number of shares of Common Stock set out in the Notice (“Option
Shares”) on the terms and condi­tions herein set forth, subject to adjustment
as provided in Section 7, at a purchase price per share as set out in the
Notice (“Option Price”).  The Option
Price is consid­ered by the Company and Optionee to be the fair market value of
the Common Stock on the date hereof, which is the date as of which the Option
was granted to Option­ee (“Option Date”).


2.             Term
and Time of Exercise of Option.  The Option shall continue for a
term ending on the date set forth in the Notice (“Termi­nation Date”), except
as and to the extent such term may be reduced as provided in Sections 6
and 8.


3.             Time
of Exercise of Option.  Subject to the other terms and
conditions hereof, Optionee may exercise the Option as set forth in the Notice,
so long as the Option is exercised prior to the Termination Date.


4.             Conditions
to Exercise Option.


(a)           Subject to the provisions of
Section 3, the Option may be exer­cised by written notice to the Company­
stating the number of Option Shares with respect to which it is being exer­cised
and accompanied by payment of the Option Price by cash or check payable to the
order of the Company or, at the election of Optionee, all or any portion of the
Option Price may be paid by delivery to the Company of shares of Common Stock
owned by Optionee having a Fair Market Value (as that term is defined in
Section 2.1(m) of the Plan) equal to the portion of the Option Price being paid
by the delivery of the Common Stock.













(b)           As soon as practicable after receipt
of such notice and payment, the Company shall, without transfer or issuance tax
or other incidental expense to Optionee, deliver to Optionee at the office of
the Company, or at such other place as may be mutually acceptable, or, at the
election of the Compa­ny­, by first class mail addressed to Optionee at
Optionee’s address shown in the records of the Company, a certificate or certifi­cates
for such shares out of the theretofore unissued shares or reacquired shares of
its Common Stock, as the Company­ may elect; provided, however, that such
delivery may be postponed by the Company until it receives satisfactory proof
that the issuance or transfer of such shares will not violate any of the
provisions of the Securities Act of 1933 or the Securities Exchange Act of 1934
or any rules or regulations of the Securi­ties and Exchange Commission
promulgated thereunder, or the requirements of appli­cable state law relating
to authorization, issuance or sale of securities or until there has been
compliance with the provi­sions of such acts or rules or the requirements of
the regula­tions.  If Optionee fails to
accept delivery of all or any part of the number of shares of Common Stock
specified in such notice upon tender of delivery thereof, Optionee’s right to
exercise the Option with respect to such undelivered shares may be terminated
by the Company.


5.             Transferability
of Option.  Except as hereinafter set forth in this
Section 5, during Optionee’s lifetime, the Option shall be exercisable
only by Optionee, and neither the Option, nor any right hereunder, shall be
transferable except by will or the laws of descent and distribu­tion.  The Option may not be subject to execution or
other similar process.  Notwithstanding
the foregoing, Optionee, upon written notice to the Company and in accordance
with procedures established by the Company with respect thereto, may transfer
all or any portion of the Option, without consideration, to (a) Optionee’s
spouse or lineal descendants (“Family Members”), (b) a trust for the exclusive
benefit of Family Members, (c) a charitable remainder trust of which Option
and/or Family Members are the exclusive beneficiaries (other than the
charitable beneficiary), or (d) a partnership or limited liability company in
which Optionee and/or Family Members are the sole partners or members, as
applicable.  Subsequent transfers of the Option
by the transferee are prohibited.  Upon
any such transfer of the Option, Optionee shall remain liable for all federal,
state and local taxes required by law to be withheld with respect to any
exercise of the Option.  If Optionee does
not remit to the Company an amount sufficient to pay all such taxes, the
Company may withhold from the Options, upon exercise by the transferee, shares
of Common Stock having a Fair Market Value, at the close of business on the
date the Company receives notice of exercise, equal to all federal, state and
local taxes required by law to be withheld with respect to the exercise of the
Option.  In the event of any attempt by
Optionee to alienate, assign, pledge, hypothecate or otherwise dispose of the
Option or any of Optionee’s rights hereunder, except as provided herein, or in
the event of any levy or any attachment, execution or similar process upon the
rights or interest hereby conferred, the Company­ may terminate the Option by
notice to Optionee and it shall thereupon become null and void.


6.                                      Exercise of Option Upon
Ceasing to be an Employee.


(a)           If Optionee’s status as an Employee
(as that term is defined in Section 2.1(b) of the Plan), consultant or advisor
terminates prior to the Termination Date for any reason other than death,
Disability (as that term is defined in Section 2.1(i) of the Plan), Retirement
(as that term is defined in Section 2.1(ac) of the Plan), or Cause (as
that term is defined in Section 2.1(c) of the Plan), Optionee may at any time
within a period of sixty (60) days after termination of such status exer­cise
the Option to the extent the Option is exercisable by Optionee on the date
Optionee’s status as an Employee, consultant or advisor terminates.


(b)           If Optionee’s status as an Employee,
consultant or advisor is terminated for Cause, the Option shall terminate
immediately­.


(c)           In Optionee ceases to be an Employee,
consultant or advisor of the Compa­ny due to death or Disability, Opt­ionee’s
personal representative or the person or persons to whom Optionee’s rights
under the Option shall pass by will or by application of the laws of descent
and distribution in the event of death, or Optionee, in the event of
Disability, may, at any time within a period of one year after Optionee’s death
or Disability, as the case may be, exercise the Option in full (the Option
becoming fully vested upon such death or Disability).



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(d)           If Optionee ceases to be an Employee
due to Retire­ment, Optionee may, at any time within a period of one year after
Optionee’s Retirement, exercise the Option to the extent the Option was
exercisable by Optionee on the date of Optionee’s Retirement.


(e)           Notwithstanding anything contained in
this Section 6, in no event may the Option be exercised after the Termination
Date.


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


8.             Merger,
Consolidation, Etc.


(a)           In the event the Company merges or
consolidates with another corporation, or all or substan­tially all of the
Company’s capital stock or assets are acquired by another corpo­ration, and the
surviving or acquir­ing corporation issues shares of its stock to the Company’s
stock­holders in connection with the merger, consolida­tion or acquisition,
upon the exercise of the Option, the Optionee shall, at no additional cost
(other than the Option Price), be entitled to receive, in lieu of the number of
shares of Common Stock to which the Option is then exercisable, the number and
class of shares of stock or other securities to which the Optionee would have
been entitled pursuant to the terms of the merger, consolidation or acquisition
if immediately prior thereto the Optionee had been the holder of record of the
number of shares of Common Stock equal to the number of shares of Common Stock
as to which the Option shall then be exercisable.


(b)           In the event that the Company merges
or consoli­dates with another corporation, or all or substantially all of the
Company’s capital stock or assets are acquired by another corporation, and the
surviving or acquiring corporation does not issue shares of its stock to the
Company’s shareholders in connection with the merger, con­solidation or
acquisition, then, notwithstanding any other provi­sion hereof to the contrary,
the Option may not be exercised after the effective date of the merger,
consolida­tion or acquisi­tion.


9.             Option
Agreement Does Not Grant Employment Rights. 
Neither the granting of the Option, nor the exercise thereof, shall be
construed as granting to Optionee 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, Optionee’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 Optionee.


10.          Change
in Control.  Notwithstanding the provisions of Section 3,
upon a Change in Control (as that term is defined in Section 2.1(d) of the
Plan), Optionee shall have the right to exercise the Option in full as to all
Option Shares.


11.          Miscellaneous.


(a)           Neither Optionee, nor any person
entitled to exercise Optionee’s rights in the event of Optionee’s death, shall
have any of the rights of a stockholder with respect to the shares of Common
Stock subject to the Option, except to the extent that certificate(s) for such
shares shall have been issued upon the exercise of the Option as provided
herein.


(b)           The Option shall terminate and become
null and void and of no effect after the Termination Date.



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(c)           This Option Agreement, and the Option herein
granted Optionee, is and shall be in all respects subject to the terms and
conditions of the Plan, a description of which Optionee acknowledges receiving
prior to the execution hereof.


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


(e)           This Option 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.


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