Exhibit
10.1

    


    AGREEMENT
AND RELEASE

    


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

     

    W I T N E S S E T H:

     

    WHEREAS, Mitchell is resigning his
employment as part of an executive management team transition; and

     

    WHEREAS, Mitchell acknowledges that he
was given this agreement on April 29 2010, 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.           Mitchell’s
employment with Papa John’s separated effective April 29, 2010.

     

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

     

    (a)           Within
15 days of the execution of this Agreement and Release, and provided that the
revocation period set forth below has expired without a revocation, Papa John’s
shall pay Mitchell a lump sum equal to Mitchell’s current salary (less all
applicable withholdings) for ten months.

     

    (b)           
Within fifteen (15) days after the execution of this Agreement, and provided
that the revocation period set forth below has expired without a revocation,
Papa John’s shall pay Mitchell a lump sum payment of $55,473.11, less all
applicable withholdings, equal to the Q1 Management Incentive Plan (MIP) payout
Mitchell would have received had he remained employed on the date bonus checks
are issued.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (c)           Within
fifteen (15) days of the execution of this Agreement, and provided that the
revocation period set forth below has expired without a revocation, Papa John’s
shall pay Mitchell a lump sum payment of $1,620, less all applicable
withholdings, equal to the P4 QSIP payout Mitchell would have received had he
remained employed on the date checks are issued.

     

    (d)           Within
fifteen (15) days of the execution of this Agreement, and provided that the
revocation period set forth below has expired without a revocation, Papa John’s
shall pay Mitchell a lump sum payment of $56,556, less all applicable
withholdings, which is an estimate of various equity grants that would have
vested between the separation date and May 8, 2010 had Mitchell remained
employed.

     

    (e)           Should
Mitchell elect COBRA continuation coverage of any health or dental benefits
provided by Papa John’s, Papa John’s shall pay Mitchell’s COBRA premiums for
twelve months.

     

    (f)           Papa
John’s agrees to provide outplacement services to Mitchell from Right Management
Consultants.  It shall be Mitchell’s obligation to contact Right
Management Consultants at (502) 473-1515 to obtain these
services.  Mitchell 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
Mitchell.

     

    (g)           All
other benefits cease effective the day of separation set forth in Paragraph 1
above; provided, however, any amounts held in trust in the Papa John’s 401(k)
Plan for the benefit of Mitchell shall continue to be held in trust for Mitchell
within the parameters of the existing plan.  In addition, any stock
options held by Mitchell that are vested as of the day of separation shall
remain exercisable pursuant to the terms of the stock ownership plan under which
such options were issued.

     

    
      
         

      

      
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    3.           Papa
John’s shall pay Mitchell any accrued and unused vacation pursuant to Papa
John’s vacation policy in Mitchell’s final paycheck.  Within fifteen
(15) days of the execution of this Agreement, and provided that the revocation
period set forth below has expired without a revocation, Papa John’s shall pay
Mitchell a lump sum payment of $16,923.08, less all applicable withholdings,
representing the value of 11 days of unused vacation to which Mitchell was not
entitled under Papa John’s policy.

     

    4.           Mitchell,
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 Mitchell, or on his behalf, including but not
limited to any which may have been asserted against Papa John’s by or on behalf
of Mitchell relating to his employment by Papa John’s or the separation of his
employment, including accrued vacation pay, 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, the Family and Medical Leave Act, and the
Americans with Disabilities Act, as amended, except for any claims arising under
this Agreement and Release.

     

    
      
         

      

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

     

    6.           Mitchell
acknowledges that, during the course of his employment, he was exposed to
information confidential and proprietary to Papa John’s.  Mitchell
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 Mitchell is notified
he may be required by law to disclose any such information to a third party,
Mitchell agrees to contact Papa John’s General Counsel at least three 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.

     

    7.           Mitchell
further warrants that he has returned any and all property of Papa John’s,
including but not limited to any computer, Blackberry and accessories, key fob,
office keys, and corporate credit card to his supervisor.  Mitchell
also warrants that, within 30 days of the date of separation, he will submit any
outstanding expense reports to his supervisor for reimbursement.  Papa
John’s and Mitchell 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.

     

    
      
         

      

      
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    8.           Mitchell
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.  Mitchell agrees he will not
voluntarily participate or testify in any proceeding adverse to Papa John’s,
except to the extent required by law.  Mitchell agrees he will notify
Papa John’s immediately (within three business days) by contacting Papa John’s
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.  Mitchell
further agrees not to disparage or make derogatory comments about Papa John’s,
its successors, assigns, agents, representatives, employees, officers,
directors, trustees, shareholders, insurers, 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 his employment with Papa John’s
ceases.

     

    9.           Papa
John’s and its representatives, hereby agree not to publish, discuss or release
any information to any person concerning Mitchell’s 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 Mitchell’s
employment dates and position held.  Papa John’s and Mitchell, their
agents and representatives, agree to keep the fact and amount of this settlement
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.

     

    
      
         

      

      
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    10.           The
parties agree that any disputes arising out of this Agreement and Release or
otherwise, including whether any provision of this Agreement and Release has
been breached, shall be resolved solely through confidential mediation or
confidential binding arbitration.  Any dispute shall initially be
submitted to a neutral mediator, mutually selected by the parties, for
confidential resolution.  If such dispute is not satisfactorily
resolved via mediation or the parties cannot agree upon a mediator, then it
shall be submitted for confidential resolution by a neutral arbitrator, to be
mutually selected by the parties from a list provided by the American
Arbitration Association, with such resolution to be made pursuant to that
organization’s then-current Employment (or other applicable) Arbitration Rules
and Mediation Procedures.

     

    11.           The
parties further agree that, in the event a dispute arising out of this Agreement
and Release or other dispute is submitted to mediation and/or arbitration, they
will keep confidential both the fact that mediation/arbitration has or will take
place, and all facts related thereto. Any settlement reached via mediation or
award of an arbitrator shall be final and binding on the parties to this
Agreement. The only exception to the mediation/arbitration requirement shall be
that, in the event of an actual, threatened or anticipatory breach of the
Confidentiality or Non-Disparagement provisions of this Agreement and Release,
either party shall be entitled to seek injunctive relief from a court of
competent jurisdiction to prevent or obtain immediate relief related to such
breach.

     

    12.           The
parties declare each has carefully read this Agreement and
Release.  Mitchell 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.

     

    
      
         

      

      
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    13.           It
is understood and agreed this Agreement and Release does not and shall not
constitute an admission by Papa John’s of any violation of any law or right of
Mitchell.

     

    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.  Mitchell agrees that any
revocation shall be submitted to Papa John’s in writing to the attention of Papa
John’s General Counsel.

     

    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
      Mitchell

            
	      
              William
      Mitchell

            
	 	 
	Date:	5-5-10
	 	 
	 	 
	Papa John’s
      International, Inc.
	 	 
	By:	/s/Christopher J.
      Sternberg
	 	 
	Title:	SVP and General
      Counsel
	 	 
	Date:	5-7-10


    

     

     

    
      
         

      

      
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