Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT
AGREEMENT (“Agreement”) is made by and between NIGEL
TRAVIS (“You”) and PAPA JOHN’S INTERNATIONAL, INC., a corporation organized and
existing under the laws of the State of Delaware (“Company”), as of the 31st
day of  January, 2005 (“Effective Date”).


 


W I T N E S S E T H:


 


WHEREAS, Company
desires to hire and employ You, and You desire to be employed by Company,
pursuant to the terms and conditions hereinafter provided for.


 


WHEREAS,
Your position with the Company requires that You 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 You
(individually, a “Party”; together, the “Parties”), agree as follows:


 


Section 1:                                         Employment
and Term


 


1.1                                 Employment.  Company agrees to and does hereby employ You,
and You agree to and do hereby accept employment by Company, on the terms and
subject to the conditions set forth in this Agreement effective as of the
Effective Date.  The parties agree that
discussions concerning the possible renewal of this Agreement will begin in the
fifth year of this Agreement’s term.


 


1.2                                 Term
of Employment.  You shall be and are
hereby employed by Company for the period commencing on the Effective Date and
continuing until termination of employment as provided for in Section 7 of this
Agreement.


 


1.3                                 Standard
of Services Required.  You shall (a)
devote Your full business time and energy to the business and affairs of the
Company (and any undertaking by You 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 Your duties hereunder diligently and to the best of Your
ability; (c) use Your best efforts, skills and abilities to promote the Company’s
interests; (d) reside in the Louisville, Kentucky area; and (e) perform such
other duties and services for the Company as may be required of You by virtue
of Your position, or as directed by the board of directors of the Company (the “Board”),
or the Company’s Executive Chairman, or such other non-executive chairman as
the Company may designate.  You agree 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 Your duties and services are related.  You also agree to comply fully with all
policies and practices of the Company. 
The Company recognizes Your position as a Director of The Bombay Company
and agrees that Your service on that Board or local charitable or philanthropic
boards will not be construed as a violation of this provision, so long as such
service is reasonable in scope and dedication of time.


 


1.4                                 Position
and Duties.  You 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 
Board).  You shall at all times
report to, and Your business activities shall at all times be subject to the direction
and control of the Board.  Your 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 Your employment by the
Company pursuant to this Agreement, Company shall pay You compensation and
provide You with benefits as follows:


 


2.1.1                        Base
Salary.  In consideration of the
duties and services to be rendered by You to Company, Company will pay to You 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.  You will be
reviewed at least on an annual basis by the Compensation Committee of the Board
or a member thereof.  As CEO, the Base
Salary component of Your overall compensation shall not be reduced below the
Base Salary amount set forth in Schedule A during the Term of this Agreement.


 


2.1.2                        Bonus.  In further consideration of the duties and
services to be rendered by You to Company, You shall also be eligible to
receive bonus payments and participate in Company’s Executive Long Term
Incentive Program in an amount and in a structure as set forth in SCHEDULE A hereto


 


2.2                                 Your
Benefit Plans.  During the term of
Your employment with Company, You shall be entitled to (a) such sick, holiday
and other absences consistent with Company’s policies as established and
modified from time to time by the Board; (b) 20 vacation days per annum and (c)
such hospitalization, disability and major medical insurance benefits as are,
from time to time, maintained and modified by Company for its employees.  Your entitlement to, and participation in,
such benefit plans shall be subject to the same eligibility requirements and
cost assessment policies as 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 You prior to the
termination of Your employment with the Company.


 


2.3                                 Your
Expenses.  Company agrees that it
will reimburse You for all reasonable business expenses incurred by You during
the term of Your employment hereunder, provided that such expenses be incurred
in connection with the performance by You of Your duties hereunder and are
incurred and accounted for by You in accordance with Company’s policies as
established for its employees.  For
travel expenses, the level of reimbursement shall include First Class domestic
and international travel.


 


Section 3:                                         Confidentiality
and Non-Disclosure


 


3.1                                 Non-Disclosure
of Confidential Information.  You
acknowledge that during Your employment by Company You 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, You agree that,
except as authorized in writing by Company and for its benefit, or as required
in the performance of Your duties hereunder, for himself or others, (a) You
will not at any time, whether during or after the termination or cessation of
Your 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) You will keep strictly confidential all matters and information
entrusted to You and shall not use or attempt to use any such Confidential
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.


 


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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 You are 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, You 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, You may only disclose that
portion of such Confidential Information as You are advised in writing by Your
legal counsel as being required to be disclosed.


 


3.4                                 Destruction
or Return on Termination.  Upon
termination of Your employment hereunder, You 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, You will
certify in writing to Company any such materials or writings which were
destroyed by You.


 


Section 4:                                         Ownership
of  Your Inventions


 


4.1                                 Inventions
and Related Matters.  You agree 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 Your duties and services as an
employee of Company or undertaken within the scope of Your 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, You agree to convey and assign to Company the entire right,
title and interest of You, if any, in and to any conceptions, ideas,
inventions, improvements, or know-how which arise out of, result from, or are
derivative of, Your duties and services as an employee of Company or undertaken
within the scope of Your duties hereunder.


 


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
You in connection with or during the performance of Your 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


 


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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, You
agree 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 thereto.


 


Section 5:                                         Your
Conduct; Non-Contravention


 


5.1                                 Your
Conduct.  In order to maintain and
enhance Company’s standing and integrity in the business community, the
business and personal conduct of You shall be totally professional and above
reproach; and You shall at all times observe the highest standards of
professionalism and courtesy in Your behavior with the public, colleagues,
employees, customers and competitors.


 


5.2                                 Non-Contravention.  You represent and warrant that You are under
no obligation to, and/or no conflict or non-compete agreements or
understandings exist with, any person or entity which are in any way
inconsistent with, or which impose any restriction upon Your acceptance of
employment under this Agreement with the Company.  You are not in default under, or in breach
of, any agreement requiring You 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 You
of Your obligations under this Agreement will conflict with, result in a breach
of, or constitute a default under, any employment or confidentiality agreement
to which You are a party or to which You may be subject.


 


Section 6:                                         Non-Competition
and Non-Solicitation


 


6.1                                 Acknowledgments
by You.  You acknowledge that: (a)
the services to be performed by You under this Agreement are of a special,
unique, unusual and intellectual character; (b) Company’s Business is in
international scope, Company’s processes and technologies having wide
application throughout the world; (c) Company competes with entities and
persons having access to markets and capital similar or superior to that
possessed by the Company; (d) the restrictive covenants applicable to You will
not prevent You 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) You have consulted with, or been
advised by the Company that You should consult with, an independent legal
counsel concerning Your undertakings set forth in, and the provisions of, this
Agreement.


 


6.2                                 Covenants
of You.  In consideration of the
foregoing acknowledgments by You, and in consideration of the compensation and
benefits to be paid or provided to You by Company, You covenant and agree that
You will not, directly or indirectly:


 


6.2.1                        during
the period of, and except in the course of, Your employment hereunder, and for
three (3) years after termination of employment hereunder, on behalf of
Yourself 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 operates pizza restaurants, any food
service manufacturing and distribution business which services any pizza
restaurant chain with 400 or more restaurants at any time during your tenure
with the Company, [b] any other food or restaurant business which the Company
may develop or acquire during Your tenure with the Company


 


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or [c] any business
that is competitive with the Company or its affiliates; provided, however, that
nothing herein will preclude You from owning and holding not more than one
percent (1%) of any mutual funds or class of securities of any enterprise if
such funds or 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, Your 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 Your account or for the account of
any other person, at any time during the period of Your 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 You had personal contact
with such person during the term of Your employment by the Company.


 


Section 7:                                         Termination


 


7.1                                 Termination
by the Company.  Your employment with
Company under this Agreement, Your 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
Your engagement hereunder shall terminate upon Your death.  If You become substantially unable to perform
the essential duties and functions of Your position under this Agreement with
or without reasonable accommodation for a period of one hundred eighty (180)
days or more during any 12-month period because of a disability or any
medically determinable physical or mental impairment, Company may, at its
election, terminate Your employment hereunder and all of Company’s obligations
relating thereto by giving You ten (10) days prior written notice.  Upon termination pursuant to this Section
7.1.1, You shall not be entitled to any Base Salary, Bonus, severance, 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.  The disposition of any
stock options in existence at the time of Your Death or disability shall be
governed by the terms of the Company’s stock option plan.


 


7.1.2                        Termination
By Company For “Cause”.  Company may,
immediately and unilaterally, terminate Your 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 You of
any felony, or conviction of You of any misdemeanor reasonably determined by
the Company to involve moral turpitude; (ii) Your acts or 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 Your duties for any reason in the
Louisville, Kentucky area; (v) authorizing or making significant financial
expenditures or commitments beyond Your authority or levels budgeted by the
Company and approved by the board of directors of the Company; and (vi) any act
or omission by You constituting a material breach of Your obligations under
this Agreement, provided, however, that Your employment shall not be terminated
“for cause” under subsections (v) and (vi) unless you have been given written
notice by the Board stating the basis for such termination, and a reasonable
period of twenty (20) days to cure the neglect or conduct that is the basis of
such claim, so long as that neglect or conduct relates directly to the
substance of Your performance as CEO.  If
You fail to cure such conduct, or such conduct cannot be cured, You shall have
an opportunity to be heard by a quorum of the full Board or an appropriate


 


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Committee thereof and after
such hearing, the Board (or Committee, if applicable) gives You written notice
confirming that, in the judgment of a majority of the disinterested directors
of the Company, “cause” for terminating Your employment on the basis set forth
in the original notice exists.  In the
event of a termination for “cause” pursuant to the provisions of this Section,
You 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 Your employment hereunder
at any time without cause by giving You three (3) weeks’ advance written notice
of Company’s election to terminate.  You
shall not thereafter be entitled to any Base Salary, Bonus, or any other
benefits, except for the following:


 


7.1.3.1               vacation
pay, if any, granted prior to the effective date of termination;


 


7.1.3.2               those
benefits, if any, required to be extended by applicable law; and


 


7.1.3.3               If
You are terminated without cause within the first three years of employment,
You shall be entitled to receive severance in the amount of two years’ base
salary payable in 24 monthly installments. 
If You are terminated without cause after three years of employment, You
shall be entitled to receive severance in the amount of one year’s base salary
payable in 12 monthly installments. 
During the severance period, You shall continue to serve the Company in
the role of consultant and Your stock options shall remain eligible for vesting
under the Company’s stock option plan during that time period.  You shall not be entitled to any further
severance 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.


 


7.1.3.4               Severance
payments provided in Section 7.1.3.3 (whether arising under Section 7.1.3 or
7.2.1) are specifically conditioned upon Your execution of a written agreement
constituting a general release and waiver of rights and claims against the
Company, in the form and pursuant to the terms and conditions of such
agreements generally applicable to executive employees of the Company who are
eligible for severance payments, determined as of the time of Your employment
termination.


 


7.2                                 Termination
By You.  You may, immediately and
unilaterally, terminate Your employment hereunder at any time by giving the
Company three (3) weeks’ advance written notice of Your election to
terminate.  Upon termination by You, You
shall not be entitled to any further Base Salary, severance 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.


 


7.2.1                        Good
Reason Termination.  You may
terminate Your employment hereunder for “Good Reason” at any time during
term.  “Good Reason” shall mean, without
Your prior written consent, other than a result of your termination for cause
(as defined above) or as a result of Your permanent disability:  (i) reduction in Your Base Salary below the
Base Salary amount set forth in Exhibit A; (ii) the assignment of duties
substantially inconsistent with Your position, duties, titles, offices or responsibilities;
(iii) the withdrawal of a material part of, or a material diminution in, You
position, duties, titles, or responsibilities to the degree that You determine
in good faith that You cannot exercise the authority of Your offices; (iv) the
material breach by the Company of its material obligations hereunder; (v) a
Change in Control has occurred (as defined below); provided, however, that “Good
Reason” shall not exist under sections (i) – (iv) unless You have given written
notice to the Board stating the specific basis for such “Good Reason,” and the
Board has been given a reasonable period of twenty (20) days after receipt of
such written notice to cure the breach or conduct that is the basis of such
claim.  If the Company fails to cure the
basis of such claim within the twenty (20) day period, You are entitled to
resign and upon such


 


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resignation
will receive all the benefits as shown in paragraph 7.1.3, except that if Good
Reason is based on a Change in Control, the vesting of stock options shall be
governed by the Company’s stock option plan.


 


7.3                                 A
“Change in Control” shall mean (i) the acquisition by any person after the date
hereof of beneficial ownership of 50% or more of the voting power of the
Company’s outstanding voting stock, (ii) three or more of the current members
of the Board ceasing to be members of the Board (unless any replacement
director is elected by a vote of either at least 75% of the remaining
directors, or of at least 75% of the shares entitled to vote on such replacement)
or (iii) approval by the stockholders of the Company of (a) a merger or
consolidation of the Company with another corporation if the stockholders of
the Company immediately before such vote will not, as a result of such merger
or consolidation, own more than 50% of the voting stock of the corporation
resulting from such merger or consolidation, or (b) a complete liquidation of
the Company or a sale of all, or substantially all, of the assets of the
Company.  Notwithstanding the foregoing,
a Change in Control shall not occur solely because 50% or more of the joint
stock of the Company is acquired by (i) a trust which is part of an employee
benefit plan maintained by the Company or its subsidiaries or (ii) a
corporation which, immediately following such acquisition, is owned directly or
indirectly by the stockholders of the Company in the same proportion as their
ownership of stock in the Company immediately prior to such acquisition.


 


7.4                                 Effect
of Termination.  Upon termination of
Your employment hereunder, the obligations and commitments of You 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 and/or any state law claims, must be brought as a claim in arbitration
under the National Rules for the Resolution of Employment Disputes of the
American Arbitration Association then in effect (“AAA Rules”) within six (6)
months of the date any such claim or cause of action arises.  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 You, unless the applicable substantive law requires
a different allocation of expenses, in which event the arbitrator may determine
such allocation in accordance with the law. 
Each of the Parties hereto consents to the application of AAA Rules and
waives any objection as to venue or


 


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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 You 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 You, unless the applicable substantive law requires a different allocation
of costs, in which event the mediator may determine such allocation in
accordance with the law.


 


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 and
the schedule attached 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 You and Your
personal representatives, but the obligations undertaken herein by You 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 and the schedule attached 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 You of
any provision or condition provided for in this Agreement to be performed or
observed by You 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, unless the applicable substantive
law requires a different allocation of fees and costs, in which event the
tribunal may determine such allocation in accordance with the law.


 


9.8                                 Remedies
and Enforcement.  If there should
occur any breach or threatened breach by You of any of the covenants,
restrictions or requirements set forth in Sections 3, 4 or 6 of this Agreement,
You acknowledge and agree 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.


 


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9.9                                 Waiver
of Jury Trial.  THE PARTIES HERETO
HEREBY WAIVE A JURY TRIAL IN ANY PROCEEDING OR LITIGATION WITH RESPECT TO THIS
AGREEMENT, THE EMPLOYMENT RELATIONSHIP OR ITS TERMINATION.


 


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.


 


	
   

  	
  YOU:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Nigel Travis

  	
   

  
	
   

  	
  NIGEL TRAVIS

  
	
   

  	
  Date: January 30, 2005

  Your Notice Address:

  4316 Beverly Drive

  Dallas, TX 75205

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  PAPA JOHN’S INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John H. Schnatter

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman

  	
   

  
	
   

  	
   

  
	
   

  	
  Date: January 30, 2005

  Company Notice Address:

  2002 Papa
  Johns Boulevard

  Louisville, Kentucky 40299-2334

  Attn: General Counsel

  
							



 


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SCHEDULE A


 


[Attached to and to be made a part of the
Employment Agreement]


 


Name
of Employee:                                        Nigel
Travis


 


Position/Title:                                                                 Chief
Executive Officer and President, effective April 1, 2005.  Upon execution of this Agreement, through
March 31, 2005, you shall be employed by the Company as Executive Vice
President, with such part-time responsibilities as agreed, not to exceed an
average commitment of one (1) day per week. 
You shall be appointed to serve on the Company’s Board of Directors in
the class of directors whose terms expire at the 2005 Annual Meeting of the
Company’s shareholders, and shall be nominated by the Board for election at the
2005 Annual Meeting to serve a three-year term expiring at the 2008 Annual
Meeting.


 


Duties:                                                        As
an executive officer You shall report to, and be subject to the supervision of,
the Board of Directors of Papa John’s International, Inc. and the Company’s
Executive Chairman, or to such other non-executive Board chairman as the
Company may designate.  You shall be
responsible for the overall direction, management and execution of the Company’s
strategic and operating plans developed to meet the needs and requirements of
the Company’s constituencies.  Without
limiting the generality of the foregoing, Your responsibilities shall include
the following:


 


Primary
responsibility for the Company’s overall financial, administrative and
operational performance.


 


In conjunction
with the Executive Committee Chairman and the Board, development of the Company’s
short and long term strategic plans for continuation and expansion of the
Company’s existing and new business.


 


Oversee the
senior management team’s development and execution of the operating plans and
initiatives; and coordinate activities and initiatives of the Company’s key
departments (e.g., operations, information technology, marketing/sales, and
finance/accounting).


 


Responsible
for the professional development and evaluation of all senior management team
members.


 


Serve as
management’s representative at meetings of the Board.


 


Have authority for acquisitions and
divestitures without Board approval in accordance with the policies of the
Company as adopted by the Board from time to time.


 


Full and final responsibility for CUSTOMER
SATISFACTION.


 


Term
of Agreement:                                 Sixty
(60) months.


 


Start Date:  Your start date is scheduled for January
31, 2005, with the understanding that due to the need to relocate Your family,
You may not be physically in the Louisville, Kentucky area on that date.


 


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Base
Salary:                                                                          $60,833.33
monthly ($730,000.00 annualized), paid weekly, commencing April 1, 2005.  $2,798.72 weekly through March 31, 2005.


 


Bonus
Eligibility:                                                You
shall be eligible to receive an annual bonus targeted at 100% of salary with a
maximum payout of 190% of salary.  For
2005, bonus eligibility and payment will be pro-rated, based upon Your start
date.  If the criteria for attaining
bonus are met, the Company plans to make bonus payments to its officers on a
quarterly basis as follows:  Q1 – 15%; Q2
– 15%;

Q3 – 15%; and Q4 – 55% (100% in the aggregate). 
Bonus payments are presently based on the following criteria:  cumulative operating income, comparable store
sales growth, and store level transactions. 
Bonus criteria and amounts are reviewed annually by the Compensation
Committee of the Board to ensure bonuses are driving executive performance in
an effective manner.  All bonus payments
shall be subject to all applicable Federal, state and local withholding,
payroll and other taxes.


 


New Hire Grant:                                                    Upon execution of
this Agreement you shall receive a sign-on bonus grant of 200,000 options under
the 1999 Papa John’s International, Inc. Team Member Stock Ownership Plan,
effective January 31, 2005.*


 


Stock Options:                                                              You shall also be
eligible for an annual grant, as of each anniversary date of the commencement
of your employment, of 85,000 stock options (prorated for 2005).*


 


Long-Term


Incentive Program:                                       In addition to
the stock option provisions set forth above, you shall participate in Papa John’s
Executive Long-Term Incentive Program on a pro-rated basis, calculated as of
Your start date.  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 10,000 (prorated for 2005).


Example:  40th percentile versus peer group
results in award of 50% of target;

50th = 100%; 75th = 200%.


 


•                  You 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 You on the open market or
owned by you and designated under the incentive program (not to exceed (a)
20,000 options per annum or (b) 60,000 options in 2005, in lieu of 2006 and
2007 annual matching grants).*


 


Papa John’s also has minimum stock
ownership guidelines for its executives. 
As CEO, You will be required to own shares whose aggregate value equals
or exceeds five times Your annual salary. 
This ownership requirement must be accomplished within the first five
years of Your employment.


 


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Other
Benefits:                                                          You
shall be entitled to participate in Papa John’s Deferred Compensation Plan (up
to 100% of annual cash compensation (base and bonus)), 401(K) program, medical,
dental, life insurance, and other standard benefits afforded to Papa John’s
team members.


 


Relocation


Expenses:                                          Papa John’s will
provide You with a lump sum payment in the amount of $175,000 (plus 39% grossup
for taxes) to cover reasonable moving and related expenses incurred by You and
Your family in connection with Your move to the Louisville, Kentucky area.


 


*Note:  All option grants by the Company shall have a
two year cliff vest with a five year expiration term.  Shares received upon exercise, net of payment
of option price and applicable taxes, must be held at least one year following
exercise.


 


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