Exhibit
10.3


 


PAPA JOHN’S INTERNATIONAL, INC.


AMENDED AND RESTATED


NONQUALIFIED STOCK OPTION AGREEMENT


 


NIGEL TRAVIS INDUCEMENT GRANT


 


THIS AMENDED AND RESTATED NONQUALIFIED STOCK OPTION
AGREEMENT (“Option
Agree­ment”) is made and entered into effective as of January 31, 2005, by and
between (i) PAPA JOHN’S INTERNATIONAL,
INC., a Delaware corporation (“Compa­ny”), and (ii) NIGEL TRAVIS, 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 amends and restates in
its entirety the Nonqualified Stock Option Agreement between the Company and
Optionee dated January 31, 2005.


 


Recital:


 


A.                                   The Company has negotiated an Employment
Agreement with Optionee dated January 31, 2005, which includes, among other
things, the obligation of the Company, as an inducement for Optionee to execute
and perform the Employment Agreement and to promote the interests of the
Company, its subsid­iaries and its stockholders, to grant an option to purchase
shares of the Company’s common stock, par value $.01 per share (“Common Stock”)
at the time of the commencement of Optionee’s employment by the Company.


 


B.                                     The Option, as defined below, being granted
to Optionee pursuant to this Option Agreement, is an inducement grant by the
Company and not a stock option granted under the Company’s 1999 Team Member
Stock Ownership Plan, as amended (the “1999 Plan”), but the terms and
conditions with respect to the Option granted herein are substantially the same
as those applicable to a stock option granted under the 1999 Plan; accordingly,
all references to provisions of the “Plan” herein are deemed to refer to the
1999 Plan merely for purposes of definition and to incorporate certain terms
and conditions of the 1999 Plan herein by reference.


 


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”).  Any and all references
in the Notice to the 1999 Plan shall be deemed to refer to this Option
Agreement.


 


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.


 


1

















 


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.


 


2

















 


(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).


 


(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.


 


3

















 


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.


 


(c)                                  This Option Agreement, and the Option herein
granted Optionee, is and shall be in all respects subject to the same terms and
conditions as provided in 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.


 


IN WITNESS WHEREOF, the parties hereto have executed this Option
Agreement effective as of the date first written above.


 


Company:


 


PAPA JOHN’S INTERNATIONAL, INC.


 


 


	
  By

  	
  /s/ Richard J. Emmett

  	
   

  
	
   

  	
  Richard J. Emmett

  
	
   

  	
  Senior Vice President and General Counsel

  
	
   

  	
   

  
	
  Optionee:

  
	
   

  
	
   

  
	
  /s/ Nigel Travis

  	
   

  
	
  Nigel Travis

  
				



 


4