Exhibit 10.1

     

    AGREEMENT
AND RELEASE

    


    


    This Agreement and Release is made by
and between William Van Epps (hereinafter “Van Epps”) and Papa John’s
International, Inc. (hereinafter “Papa John’s”).

     

    WITNESSETH:

     

    WHEREAS, Van  Epps is
resigning as an employee effective March 31, 2009, as part of an executive
management team transition; and

     

    WHEREAS, Van  Epps
acknowledges that he was given this agreement on March 13, 2009, and informed
that he has twenty-one (21) days to consider it and he has voluntarily agreed to
its terms; and

     

    WHEREAS, the parties wish to clarify
and memorialize certain agreements made between them in regard to such
employment and separation of employment.

     

    NOW, THEREFORE, in consideration of the
foregoing premises and the terms stated herein, it is mutually agreed between
the parties as follows:

     

    
      
        	
                 
      

              	
                1.

              	
                Van  Epps’
      employment with Papa John’s will separate effective March 31, 2009 (the
      “Separation Date”).

              
	 	 	 


      

    

    
      	
               
      

            	
              2.

            	
              From
      the Separation Date through June 30, 2009 (“Consulting Period”), Van Epps
      shall provide consulting services to Papa John’s as needed by the company
      to assist in the transition of his responsibilities.  Van Epps
      understands and agrees to work the number of hours per week needed to
      fulfill his assignments and responsibilities, but in no event shall he be
      required to work more than 10 hours per week.  Van Epps agrees
      that in performing consulting services, he will be an independent
      contractor and not an employee or agent of Papa John's, and that he will
      not hold himself out to third parties as an officer or employee of Papa
      John's.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              3.

            	
              Upon
      execution of this Agreement and Release, Papa John’s shall provide
      Van  Epps the following benefits, as specific consideration for
      the release and waiver contained in Paragraph 4 below, to which
      Van  Epps is not otherwise
entitled:

            


    

    
      
        	 	 	 
	
                 
      

              	
                (a)

              	
                For
      the period between the execution of this Agreement and the Separation Date
      (the “Continuation Period”), Papa John’s shall pay Van  Epps his
      regular salary at the rate of pay currently in effect, less all applicable
      withholdings (his “regular salary”).

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                (b)

              	
                During
      the Continuation Period, Van  Epps shall receive from Papa
      John’s the continuation of all health and life benefits, as applicable,
      and as described in the Papa John’s plan and any amendments or
      modifications to that plan during the Continuation Period.  Van
      Epps shall continue to pay his portion of the costs for those benefits
      through payroll deductions, as applicable.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                (c)

              	
                During
      the Continuation Period and Consulting Period, and as a condition to
      entitlement to the payment referenced in Paragraph (d) below, Van Epps
      agrees to conduct himself professionally and cooperate fully with Papa
      John’s to successfully transition his responsibilities, as
      needed.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                (d)

              	
                Should
      Van Epps execute this Agreement prior to the Separation Date, Van Epps
      agrees he will execute the attached “Supplemental Release” upon the
      Separation Date.  Within fifteen (15) days after Van Epps’
      Separation Date, and provided that Van Epps has signed the Supplemental
      Release and the revocation period in that release has expired without a
      revocation, Papa John’s shall pay Van Epps a lump sum equal to Van Epps’
      current salary for nine (9) months  ($397,500), less all
      applicable withholdings.

              
	 	 	 


      

    

    
      	
               
      

            	
              (e)

            	
              Should
      Van Epps elect COBRA continuation coverage of any health or dental
      benefits provided by Papa John’s, Papa John’s shall pay Van Epps’ COBRA
      premiums for a period of nine months after the Separation
      Date.  Van Epps is entitled to no other payments, stock options,
      or stock grants from Papa John’s, except as outlined
  below.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                (f)

              	
                Within
      fifteen (15) days after the Separation Date, and provided that Van Epps
      has signed the Supplemental Release, if required, and the revocation
      period in the Agreement and/or the Supplemental Release has expired
      without a revocation, Papa John’s shall pay Van Epps a lump sum payment in
      the amount of $27,027.00, less all applicable withholdings, which is an
      estimate of the first quarter Management Incentive Plan (MIP) payment Van
      Epps would have received had he remained employed on the date bonus checks
      are issued.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                (g)

              	
                Within
      fifteen (15) days after Van Epps’ Separation Date, and provided that Van
      Epps has signed the Supplemental Release, if required, and the revocation
      period in the Agreement and/or the Supplemental Release has expired
      without a revocation, Papa John’s shall pay Van Epps a lump sum payment in
      the amount of $1,980.00, less all applicable withholdings, which is an
      estimate of the period three QSIP payment Van Epps would have received had
      he remained employed on the date bonus checks are
  issued.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                (h)

              	
                Within
      fifteen (15) days after Van Epps’ Separation Date, and provided that Van
      Epps has signed the Supplemental Release, if required, and the revocation
      period in the Agreement and/or the Supplemental Release has expired
      without a revocation, Papa John’s shall pay Van Epps a lump sum payment in
      the amount of $20,000.00, less all applicable withholdings, for the
      purchase of insurance for Van Epps, as requested by
him.

              
	 	 	 


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

    

    
      
        	
                 
      

              	
                (i)

              	
                Papa
      John’s agrees to provide outplacement services to
      ­­­­­­­­­­Van Epps from Right
      Management Consultants.  It shall be Van Epps’ obligation to
      contact Right Management Consultants at (502) 473-1515 to obtain these
      services.  Van Epps must begin use of these services within one
      month of his last day of employment with Papa John’s.  Papa
      John’s will pay the outplacement services provider directly for the cost
      of the services for Van Epps.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                (j)

              	
                All
      other benefits cease effective as of the Separation Date set forth in
      Paragraph 1 above; provided, however, any amounts held in trust in the
      Papa John’s 401(k) Plan, Papa John’s Deferred Compensation Plan or any
      other applicable plans for the benefit of Van Epps shall continue to be
      held in trust for Van Epps within the parameters of the existing
      plan.  In addition, any stock options held by Van Epps shall
      continue to vest pursuant to the terms of the plan under which they were
      granted, through the end of the Consulting Period, as set forth on Exhibit
      A hereto; at the end of the Consulting Period, all options and any other
      outstanding equity grants not then vested shall terminate and all options
      that are vested shall remain exercisable pursuant to the terms of the plan
      under which such options were granted (Papa John’s International, Inc.
      1999 Team Member Stock Ownership Plan or 2008 Omnibus Incentive Plan
      ).

              
	 	 	 


      

    

    
      	
               
      

            	
              (k)

            	
              The
      parties acknowledge that Van Epps’ employment agreement with Papa John’s
      terminated as of December 31, 2008, and that this Agreement and Release
      supersedes all terms and conditions contained in the employment
      agreement.

            


    

    
       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

    

    
      	
               
      

            	
              3.

            	
              Van
      Epps, for himself and his heirs, personal representatives, successors and
      assigns, does hereby release and forever discharge Papa John’s, its
      successors, assigns, agents, representatives, employees, officers,
      directors, trustees, and shareholders, insurers, reinsurers and any
      affiliated corporations or entities of any type or nature, from any and
      all causes of action, claims, demands, suits, damages, sums of money,
      attorneys’ fees, and/or judgments (hereinafter “damages”) arising at any
      time prior to and through the date of the execution of this Agreement and
      Release which might have been asserted against Papa John’s, its
      successors, assigns, agents, representatives, employees, officers,
      directors, trustees, shareholders, insurers, reinsurers and any affiliated
      corporations or entities by Van Epps, or on his behalf, including but not
      limited to any which may have been asserted against Papa John’s by or on
      behalf of Van  Epps relating to his employment by Papa John’s or
      the separation of his employment, including credited but unused vacation
      pay pursuant to Papa John’s policy, profit sharing plans, stock option
      plans, retirement plans or any benefit plans of any type or nature, and
      any claims for discrimination of any type under any federal, state or
      local law or regulation, including, but not limited to, claims under the
      Age Discrimination in Employment Act of 1967, as amended, Title VII of the
      Civil Rights Act of 1964 and the Civil Rights Act of 1991, and the Family
      and Medical Leave Act, as amended, the Americans with Disabilities Act,
      except for any claims arising under this Agreement and
      Release.

            


    

     

    
      
        	
                 
      

              	
                4.

              	
                Papa
      John’s, for itself and its successors, assigns, agents, representatives,
      employees, officers, directors, trustees, and shareholders, insurers,
      reinsurers and any affiliated corporations or entities of any type or
      nature does hereby release and forever discharge Van Epps, his heirs,
      personal representatives, successors and assigns, from any and all causes
      of action, claims, demands, suits, damages, sums of money, attorneys’
      fees, and/or judgments (hereinafter “damages”) arising at any time prior
      to and through the date of the execution of this Agreement and Release
      which might have been asserted against Van Epps, his heirs, personal
      representatives, successors and assigns by Papa John’s, or on its behalf,
      including but not limited to any which may have been asserted against Van
      Epps by or on behalf of Papa John’s relating to Van Epps’ employment by
      Papa John’s.

              
	 	 	 


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

    

    
      
        	
                 
      

              	
                5.

              	
                Van
      Epps understands and agrees that should any amount of the payments made to
      Van Epps by Papa John’s under this Agreement and Release be deemed
      taxable, Van Epps is solely liable for any taxes of whatever kind due by
      reason of such payments, and should any state or federal tax authority
      determine that any or all of such payments constitutes income subject to
      federal or state taxes, including but not limited to income tax, or social
      security laws, then Van  Epps agrees to indemnify and hold
      harmless Papa John’s for any and all liability of whatever kind incurred
      by it on such payments, including, but not limited to taxes, levies,
      assessments, fines, interest, and penalties.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                6.

              	
                Van
      Epps acknowledges that, during the course of his employment, he was
      exposed to information confidential and proprietary to Papa
      John’s.  Van Epps agrees that, unless otherwise required by law,
      he will not disclose to any third party any information that is
      confidential or proprietary to Papa John’s, and that he has returned to
      Papa John’s all documents containing any confidential or proprietary
      information relating to Papa John’s, including all electronic files and
      any other mediums whatsoever.  In the event Van Epps is notified
      he may be required by law to disclose any such information to a third
      party, Van Epps agrees to contact the office of General Counsel, at least
      three (3) business days prior to the date of the proposed disclosure so
      that Papa John’s may take any steps it deems necessary to evaluate and
      protect against such disclosure.

              
	 	 	 


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

      

    

    
      	
               
      

            	
              7.

            	
              Van
      Epps acknowledges that: (a) Papa John’s business is international in
      scope, its processes and technologies having wide application throughout
      the U.S. and the world; (b) Papa John’s competes with persons having
      access to markets and capital similar or superior to that possessed by it;
      (c) the restrictive covenants applicable to Van Epps will not prevent Van
      Epps from obtaining other gainful employment after separating from Papa
      John’s; (d) the provisions of this Section 7 are reasonable and necessary
      in order to protect Papa John’s business; and (e) Van Epps has consulted
      with, or been advised by Papa John’s that he should consult with,
      independent legal counsel concerning this Agreement and
      Release.  In consideration of the foregoing acknowledgments by
      Van Epps, and in consideration of the payments or benefits to be paid or
      provided to Van Epps by Papa John’s under this Agreement and Release, Van
      Epps covenants and agrees that he will not, directly or indirectly during
      the period of, and except in the course of, his employment hereunder, and
      for three (3) years after the Separation Date, on behalf of himself 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, (i)  any business which directly or indirectly operates
      pizza restaurants, (ii) any food service manufacturing and/or distribution
      business which serves any pizza restaurant chains with 400 or more
      restaurants at any time during Van Epps’ tenure with Papa John’s, (iii)
      any other food or restaurant business which Papa John’s may develop or
      acquire during Van Epps’ tenure with Papa John’s or (iv) any business that
      derives more than 10% of its gross sales from the sale of pizza or
      pizza-related products; provided, however, that nothing herein will
      preclude Van Epps from owning and holding not more than one percent (1%)
      of any class of securities of any enterprise if such securities are listed
      on any national or regional exchange or have been registered under Section
      12(g) of the Securities Act of 1934; or without the prior written consent
      of Papa John’s, during the period of, and except in the course of, his
      employment hereunder, and for three (3) years after termination of
      employment hereunder solicit any of Papa John’s direct or remote clients,
      contractors, employees or other related
parties.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    
      
        	
                 
      

              	
                8.

              	
                Papa
      John’s specifically acknowledges that Van Epps’ current service on the
      Board of Directors of Johnny Rockets Group, Inc. does not violate the
      non-competition provisions of Section 7 of this Agreement and
      Release.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                9.

              	
                Van
      Epps further warrants that on or before the Separation Date, he will
      return any and all property of Papa John’s, including but not limited to
      any computer, cell phone and accessories, pager, key card, office keys,
      corporate credit card, and telephone credit card to the
      company.  Van Epps also warrants that, within thirty (30) days
      of the Separation Date, he will submit any outstanding expense reports to
      the office of General Counsel for reimbursement.  Papa John’s
      and Van  Epps agree that Papa John’s may deduct any outstanding
      advances or other amounts owed to Papa John’s from the amounts referenced
      in Paragraph 2 of this Agreement and Release, including but not limited to
      Van Epps’ $2,000 November 19, 2002 travel advance.

              
	 	 	 


      

    

    
      	
              
              

            	
              10.

            	
              Van
      Epps agrees to cooperate fully with Papa John’s in all its business
      dealings and make himself available to Papa John’s for participation in
      all business and/or legal proceedings, as needed by Papa
      John’s.  Van Epps agrees he will not voluntarily participate or
      testify in any proceeding adverse to Papa John’s, except to the extent
      required by law.  Van Epps agrees he will notify Papa John’s
      within three (3) business days by contacting the office of General Counsel
      in response to any order, subpoena, deposition notice, or any other
      discovery request issued by or through a state or federal court or
      governmental agency or any other authority having the power to issue such
      an order, subpoena, deposition notice, or discovery
      request.  Van Epps further agrees not to disparage or make
      derogatory comments about Papa John’s, its successors, assigns, agents,
      representatives, employees, officers, directors, trustees, shareholders,
      insurers, reinsurers and any affiliated corporations or entities, or John
      H. Schnatter and/or his family and/or other officers or employees of Papa
      John’s at any time after the Separation
Date.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                11.

              	
                Papa
      John’s and its representatives, hereby agree not to publish, discuss or
      release any information to any person concerning Van Epps’ employment by
      Papa John’s or the separation of his employment, except as required by
      law, and except that upon request for employment information, Papa John’s
      will verify Van Epps’ employment dates and position held.  Papa
      John’s and Van Epps, their agents and representatives, agree to keep the
      fact and terms of this Agreement and Release in strict confidence, and not
      to disclose this document, its contents, or the subject matter to any
      person other than their attorneys, spouses, income tax preparers, or
      accountants, except as required by law.

              
	 	 	 


      

    

    
      
        	
              	
                12.

              	
                The
      parties declare each has carefully read this Agreement and
      Release.  Van Epps was informed, and both parties understand
      they have the right to and should consult with an attorney prior to
      executing this Agreement and Release.  After consultation with
      counsel, both parties agree to the terms of this Agreement and Release for
      purposes of making a full and final adjustment and resolution of the
      matters contained herein.

              
	 	 	 


      

    

    
      
        	
              	
                13.

              	
                It
      is understood and agreed this Agreement and Release does not and shall not
      constitute an admission by either party of any violation of any law or
      right of the other party.

              
	 	 	 


      

    

    
      
        	
              	
                14.

              	
                This
      Agreement and Release constitutes the entire understanding and agreement
      between the parties as to the subject matter hereof and the terms of this
      Agreement and Release may not be waived, modified or supplemented except
      in writing by all parties hereto.  The parties further
      acknowledge that this Agreement and Release may be revoked within seven
      (7) days from the execution hereof and that the Agreement and Release
      shall not become effective or enforceable until after the revocation
      period has ended without revocation.  Van  Epps agrees
      that any revocation shall be submitted to Papa John’s in writing to the
      attention of the office of General
Counsel.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

    

    
      	
            	
              15.

            	
              Should
      this Agreement and Release be held invalid or unenforceable (in whole or
      in part) with respect to any particular claims or circumstances, it shall
      remain fully valid and enforceable as to all other claims and
      circumstances.

            


    

    
      
        	 	 	 
	
              	
                16.

              	
                This
      Agreement and Release shall be construed in accordance with the laws of
      the Commonwealth of Kentucky.

              
	 	 	 


      

    

    
      	
            	
              17.

            	
              This
      Agreement and Release shall not be valid unless signed by both
      parties.

            


    

    


    


    /s/ William Van
Epps                                                                                                                   3/25/09                                        


    Signature
of William Van
Epps                                                                                                  
Date

    


    


    William Van
Epps                                       

    Name
Printed

    


    


    Papa
John’s International, Inc.

    


    


    /s/ Caroline Miller
Oyler                                                                                                               3/25/09                                       

    Papa
John’s
Representative                                                                                                          Date

    


    


    Caroline Miller
Oyler                                  

    Senior
Counsel and Acting Vice President,

    Human
Resources

    


    Papa
John’s Representative Name Printed

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
A

      Outstanding
Stock Options

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    	
                                                                                                            Grant Date

                                                                                                          	
                                                                                                            Number of Shares

                                                                                                          	
                                                                                                            Number of

                                                                                                          	
                                                                                                            Exercise Price

                                                                                                          	
                                                                                                            Expiration Date

                                                                                                          
	 
      	
                                                                                                            Subject to Options

                                                                                                          	
                                                                                                            Vested Shares

                                                                                                          	 	
                                                                                                            for Vested Portion

                                                                                                          
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                            September 24, 2001

                                                                                                          	
                                                                                                            12,000

                                                                                                          	
                                                                                                            12,000

                                                                                                          	
                                                                                                            $12.725

                                                                                                          	
                                                                                                            4:00 p.m. EST on

                                                                                                          
	 
      	
                                                                                                             

                                                                                                          	 
      	 
      	
                                                                                                            August 28, 2009

                                                                                                          
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                            March 28, 2002

                                                                                                          	
                                                                                                            3,172

                                                                                                          	
                                                                                                            3,172

                                                                                                          	
                                                                                                            $13.94

                                                                                                          	
                                                                                                            4:00 p.m. EST on

                                                                                                          
	 
      	 	 
      	 
      	
                                                                                                            August 28, 2009

                                                                                                          
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                            June 28, 2002

                                                                                                          	
                                                                                                            2,570

                                                                                                          	
                                                                                                            2,570

                                                                                                          	
                                                                                                            $16.695

                                                                                                          	
                                                                                                            4:00 p.m. EST on

                                                                                                          
	 
      	 	 
      	 
      	
                                                                                                            August 28, 2009

                                                                                                          
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                            March 15, 2005

                                                                                                          	
                                                                                                            20,000

                                                                                                          	
                                                                                                            20,000

                                                                                                          	
                                                                                                            $17.975

                                                                                                          	
                                                                                                            4:00 p.m. EST on

                                                                                                          
	 
      	 	 
      	 
      	
                                                                                                            August 28, 2009

                                                                                                          
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                            June 3, 2005

                                                                                                          	
                                                                                                            1,076

                                                                                                          	
                                                                                                            1,076

                                                                                                          	
                                                                                                            $19.995

                                                                                                          	
                                                                                                            4:00 p.m. EST on

                                                                                                          
	 
      	 	 
      	 
      	
                                                                                                            August 28, 2009

                                                                                                          
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                            April 19, 2006

                                                                                                          	
                                                                                                            17,028

                                                                                                          	
                                                                                                            17,028

                                                                                                          	
                                                                                                            $32.65

                                                                                                          	
                                                                                                            4:00 p.m. EST on

                                                                                                          
	 
      	 	 
      	 
      	
                                                                                                            August 28, 2009

                                                                                                          
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                            May 9, 2007

                                                                                                          	
                                                                                                            17,622

                                                                                                          	
                                                                                                            11,748

                                                                                                          	
                                                                                                            $33.92

                                                                                                          	
                                                                                                            4:00 p.m. EST on

                                                                                                          
	 
      	 	 
      	 
      	
                                                                                                            August 28, 2009

                                                                                                          
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                            May 8, 2008

                                                                                                          	
                                                                                                            19,884

                                                                                                          	
                                                                                                            6,628

                                                                                                          	
                                                                                                            $26.31

                                                                                                          	
                                                                                                            4:00 p.m. EST on

                                                                                                          
	 
      	
                                                                                                          	 
      	 
      	
                                                                                                            September 28, 2009

                                                                                                          
	 
      	 
      	 
      	 
      	 
      
	
                                                                                                            December 31, 2008

                                                                                                          	
                                                                                                            20,000

                                                                                                          	
                                                                                                            0

                                                                                                          	
                                                                                                            $18.43

                                                                                                          	
                                                                                                            No portion vested;

                                                                                                          
	 	 	 	 	
                                                                                                            all expire on date of

                                                                                                          
	 
      	
                                                                                                             

                                                                                                          	 
      	 
      	
                                                                                                            separation

                                                                                                          


                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      


      Outstanding
Restricted Stock

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Grant Date

                                          	
                                            Type

                                          	
                                            Number of

                                          	
                                            Number of

                                          	
                                            Grant Price

                                          	
                                            Expiration Date

                                          
	 
      	
                                             

                                          	
                                            Shares

                                          	
                                            Vested Shares

                                          	 	
                                            for Vested Portion

                                          
	 
      	 
      	 
      	 
      	 
      	 
      
	
                                            May 9, 2007

                                          	
                                            Performance

                                          	
                                            4,957

                                          	
                                            0

                                          	
                                            $33.92

                                          	
                                            No portion vested;

                                          
	 
      	
                                          	 
      	 
      	 
      	
                                            all expire on date of

                                          
	 
      	
                                          	 
      	 
      	 
      	
                                            separation

                                          
	 
      	 
      	 
      	 
      	 
      	 
      
	
                                            May 8, 2008

                                          	
                                            Performance

                                          	
                                            2,944

                                          	
                                            0

                                          	
                                            $26.31

                                          	
                                            No portion vested;

                                          
	 
      	 
      	 
      	 
      	 
      	
                                            all expire on date of

                                          
	 
      	 
      	 
      	 
      	 
      	
                                            separation

                                          


                                  

                                   

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      EXHIBIT A
(cont’d)

      Outstanding
Restricted Stock

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Grant Date

                                	
                                  Type

                                	
                                  Number of

                                	
                                  Number of

                                	
                                  Grant Price

                                	
                                  Expiration Date

                                
	 
      	
                                   

                                	
                                  Shares

                                	
                                  Vested Shares

                                	 
      	
                                  for Vested Portion

                                
	 
      	 
      	 
      	 
      	 
      	 
      
	
                                  May 8, 2008

                                	
                                  Time

                                	
                                  2,679

                                	
                                  0

                                	
                                  $26.31

                                	
                                  No portion vested;

                                
	 
      	 
      	 
      	 
      	 
      	
                                  all expire on date of

                                
	 
      	 
      	 
      	 
      	 
      	
                                  separation

                                


                        

                      

                    

                  

                

              

            

          

        

      

      



      
        
           


        

        
          12