Exhibit
10.5


 


EXECUTION
VERSION


 


EMPLOYMENT
AGREEMENT


 


THIS AGREEMENT (this “Agreement”) is made and entered
into by and between NPC International, Inc. (the “Company”), NPC Acquisition
Holdings, LLC (“Holdings”) for the limited purposes of Sections 4.3, 10, 12, 15
and 18 only and James K. Schwartz (“Employee”) and is dated as of May 3, 2006.


 


W I T N E S S E T H:


 


WHEREAS, the Company recognizes Employee’s substantial
contribution to its growth and success and desires to assure the continued
employment of Employee, and Employee desires to continue such employment, upon
the terms set forth in this Agreement.


 


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


 


1.             Effective Date. The Company hereby employs Employee and Employee hereby continues
employment with the Company commencing immediately following the Closing (as
defined in the Stock Purchase Agreement, by and among the Company, Holdings and
the Stockholders of NPC International, Inc., dated as of March 3, 2006 (the “Stock
Purchase Agreement”)), for the Term (as defined below) in the position and with
the duties and responsibilities set forth in Section 3 below, and upon the
other terms and subject to the conditions hereinafter stated. The term “Effective
Date” shall be the same date as the Closing Date (as defined in the Stock
Purchase Agreement).


 


2.             Term.
The initial term of this Agreement shall commence on the Effective Date and
shall continue until the earlier of (a) the second (2nd) anniversary of the
Effective Date and (b) the earlier termination of Employee’s employment
pursuant to Section 7 of this Agreement (the “Initial Term”). This Agreement
shall automatically be renewed for successive one year periods commencing on
the expiration of the Initial Term and each anniversary thereof thereafter (the
“Renewal Term”), unless either party provides the other with at least ninety
(90) days prior written notice of its intent not to so renew; provided,
however, that the party receiving such notice may waive the ninety (90) day
notice requirement. The term “Term” shall mean the Initial Term together with
any Renewal Term(s). The term “Renewal Deadline” shall mean the last day on
which notice of renewal is permitted to be given under this Agreement but in no
event later than March 31 of the applicable year.


 


3.             Position, Duties, Responsibilities and Services.


 


3.1.          Position, Duties and
Responsibilities. During the Term, Employee shall serve as the Chairman of
the Board, President, Chief Executive Officer and Chief Operating Officer of
the Company, in which capacities Employee shall perform the usual and customary
duties, and have the usual and customary authority and status, of those
offices, which shall be 


 





















 


those normally
inherent in such capacities in U.S. publicly-reporting corporations of similar
size and character. Employee shall also have such other managerial duties and
responsibilities with the Company, its subsidiaries or divisions as may be
assigned by the Board of Directors of the Company (the “Board”) to the extent
consistent with the immediately preceding sentence. Employee shall be subject
to the supervision and control of the Board.


 


3.2.          Services to be
Provided. During the Term, Employee shall (i) devote substantially all his
full working time, attention and energies to the affairs of the Company and its
subsidiaries and divisions, (ii) use his best efforts to promote its and their
best interests, (iii) faithfully and diligently perform his duties and
responsibilities hereunder, and (iv) comply with and be bound by the Company’s
operational policies, procedures and practices as are from time to time in
effect during the Term. Employee acknowledges that his duties and
responsibilities will require substantially all his full-time business efforts
and agrees during his employment by the Company that he will not engage in any
other business activity or have any business pursuits or interests, except
activities or pursuits which the Board has determined, in its reasonable
judgment, after notice by the Employee, do not conflict with the business of
the Company and its subsidiaries or interfere with the performance by Employee
of his duties hereunder; provided, however, that the Excepted Investments and
Activities (as defined in Section 9) and the expenditure by the Employee of a
reasonable amount of time to monitor such investments and participate in such
Activities shall be deemed not to conflict with the business of the Company and
its subsidiaries or to interfere with the performance by the Employee of his
duties hereunder. This Agreement shall not be construed as preventing Employee
from serving as an outside director of any other company or from investing his
assets in such form or manner as will not require a material amount of his
time, in each case subject to the restrictions contained in Section 9 below;
provided, however, that the Excepted Investments and Activities (as defined in
Section 9) and the expenditure of a reasonable amount of time by the Employee
to monitor such investment and participate in such Activities shall be deemed
not to be prohibited by this sentence.


 


3.3.          Location of Services
to be Provided. The employee’s principal place of business during the Term
shall be within thirty-five (35) miles of Lenexa, Kansas (the “Principal Place
of Employment”).


 


4.             Compensation.


 


4.1.          Base Salary. During
the Initial Term, Employee shall be paid a base salary (“Base Salary”) at an
annual rate of Six Hundred Thousand dollars ($600,000) per year, payable
consistently with the Company’s current payroll practices. The Base Salary
shall be reviewed at least annually by the Board during the Term for an
increase based on merit and other relevant factors, and may be increased but
not decreased during the Term. Employee shall receive annual written notice of
the Base Salary that will be applicable for the immediately succeeding fiscal
year at least 30 days in advance of the Renewal Deadline.


 


4.2.          Bonus Compensation.
Employee’s annual bonus compensation (“Bonus Compensation”) for each year
during the Term shall be a maximum of 75% of Base Salary, and shall be payable
as follows: at achievement of 95% of the EBITDA target, an amount equal to 25%
of Base Salary; at achievement of 100% of the EBITDA target, an amount equal to
50% of


 


2





















 


Base Salary
and at achievement of 105% or more of the EBITDA target, an amount equal to 75%
of Base Salary. The performance targets that must be achieved in order to earn
the specified amount of Bonus Compensation shall be based on the annual budget
and approved by the Board (and subject to the review of and consent by Merrill
Lynch Global Private Equity). In addition to the Bonus Compensation, the Board,
in its sole and exclusive discretion, may award the Employee additional bonus
compensation in recognition of outstanding performance. The Company shall pay
the Bonus Compensation to Employee within thirty (30) days of the completion by
the Company’s certified public accountants of their audit of the Company’s
financial statements for the applicable fiscal year or, if the employment of
Employee shall have been terminated for any reason prior to such date, in accordance
with Section 7 below; but in no event later than March 15 of the year following
the year in which the services in respect of such Bonus Compensation were
rendered.


 


4.3.          Long-Term Incentive
and Equity Based Awards. On the Effective Date, Holdings shall grant
Employee nine hundred seventy-five thousand (975,000) non-time vesting Series A
Options to purchase an equivalent number of common units in Holdings, one
million sixty-four thousand (1,064,000) time vesting Series A Options to
purchase an equivalent number of common units in Holdings, and two million six
hundred fifty-nine thousand (2,659,000) Series B Options to purchase an
equivalent number of common units in Holdings, which options have terms
substantially similar to those set forth in the Holdings Management Investment
and Option Plan, attached hereto as Exhibit A.


 


4.4.          Management Interests.
In accordance with the provisions of Section 6.11 of the Stock Purchase
Agreement, pursuant to his rollover contribution Employee shall receive
membership interests with value of $1,950,000 (the “Management Interests”). Such
interests and the interests underlying the options shall be subject to the
terms of the Amended and Restated Limited Liability Company Agreement of the
Company, to be entered into at the Closing, as the same may be amended from
time to time in accordance with its terms; provided, however,
that after the Closing, no such amendment shall be made to the LLC Agreement
that will have a disproportionate impact on the management interestholders.


 


5.             Employee Benefits.


 


5.1.          Benefit Plans.  During the Term, Employee shall be entitled
to participate in and receive benefits generally made available from time to
time to senior executive officers of the Company under all benefit programs,
arrangements or perquisites of the Company, including the benefit plans
referenced in Section 7.02(b) of the Stock Purchase Agreement; provided,
however, that it is agreed that the Employee shall not participate in a plan
that is equivalent to the NPC International, Inc. Non-Qualified Executive
Deferred Compensation Plan. Notwithstanding the immediately preceding sentence,
(a) the Employee shall receive, throughout the Term, long-term disability
insurance as in effect for the Employee immediately prior to the Effective
Date, and (b) Employee shall be entitled to receive perquisites that are
no less favorable than those described in Exhibit B attached hereto throughout
the Term.


 


5.2.          Vacation. During
the Term, Employee shall be entitled to receive vacation, pay for accrued
vacation not taken, and carryover to subsequent years of vacation not taken, in
each case, in accordance with the Company policy in effect immediately prior to
the


 


3





















 


Effective
Date, but in no event less than four (4) weeks vacation with pay in any one
calendar year (pro-rated as necessary for partial calendar years during the
Term). Such vacation may be taken, in Employee’s discretion, at such time or
times as are not inconsistent with the reasonable business needs of the
Company.


 


5.3.          Car Allowance. The
Company shall provide a car allowance to the Employee in the amount of Four
Thousand Six Hundred and Two Dollars ($4,602.00) for each year of the Term.


 


6.             Expenses. During the Term, the Company shall reimburse Employee upon presentation
of appropriate vouchers or receipts and in accordance with the Company’s
expense reimbursement policies for senior executive officers, for all
reasonable travel and entertainment expenses incurred by Employee in connection
with the performance of his duties under this Agreement.


 


7.             Consequences of Termination of Employment.


 


7.1.          Death. In the
event of the death of Employee during the Term, Employee’s employment hereunder
shall be terminated as of the date of his death and Employee’s designated
beneficiary, or, in the absence of such designation, the estate or other legal
representative of Employee (collectively, the “Estate”) shall be paid (a)
Employee’s unpaid Base Salary through the month in which the death occurs, (b) any
unpaid Bonus Compensation for any fiscal year which has ended as of the date of
death, (c) the Pro Rata Bonus amount for the fiscal year in which the date of
death occurs, and (d) any accrued vacation pay for vacation that has not yet
been taken as of the date of death. The term “Pro Rata Bonus Amount” means the
actual Bonus Compensation for the year in which the Employee’s employment
terminates based on the actual performance for such year and determined at the
time that such bonuses would otherwise be paid, times a fraction, (i) the
numerator of which is the number of days in such year through and including the
date in which the Employee’s employment terminates, and (ii) the denominator of
which is 365. The Estate shall be entitled to all other death benefits in
accordance with the terms of the Company’s benefit plans.


 


7.2.          Permanent Disability.
In the event Employee become subject to a Permanent Disability, as determined
in good faith by the Compensation Committee of the Board, the Company shall
have the right to terminate his employment by giving Employee thirty (30) days’
prior written notice. If Employee’s employment hereunder is so terminated,
Employee shall be paid, in addition to payments under any disability insurance
policy in effect, (a) Employee’s unpaid Base Salary through the month in which
such termination occurs, (b) Bonus Compensation on the same basis as is set
forth in Section 7.1 above, and (c) any accrued vacation pay for vacation that
has not yet been taken as of the date on which termination of employment
becomes effective. The term “Permanent Disability” means the existence of an
illness or incapacity (either physical or mental) which, in the reasonable
opinion of a Qualified Physician, is likely to be of such character or severity
that the Employee would be unable to resume devoting substantially his full
normal working time as required herein to his employment hereunder for a period
of at least six consecutive months. The term “Qualified Physician” means an
impartial physician competent to diagnose and treat the illness or condition
which the Employee is believed to be suffering, selected by the Company and
reasonably acceptable to the


 


4





















 


Employee (or
if the Employee is then incapable of acting for himself, the Employee’s
personal representative), who shall have personally examined the Employee and
shall have personally reviewed the employee’s relevant medical records;
provided the Company shall bear the costs of such Qualified Physician’s
services and the Employee agrees to submit to an examination by such Qualified
Physician and to the disclosure of the Employee’s relevant medical records to
such Qualified Physician.


 


7.3.          Termination of
Employment of Employee by the Company for Cause. The Company may terminate
the Employee’s employment for Cause (as defined below) upon receipt by the
Employee of written notice specifying the date on which such termination shall
become effective and notifying the Employee of the grounds constituting Cause (“Notice
of Termination for Cause”); provided, however, that Cause shall
not exist unless and until the Company has delivered to the Employee a copy of
a resolution that the Board adopts at a meeting of the Board finding that in
the good faith opinion of the Board, the Employee was guilty of the conduct
constituting Cause. In the event Employee is terminated for Cause, Employee
shall be paid (a) his unpaid Base Salary through the date of termination, (b) any
unpaid Bonus Compensation for any fiscal year that has ended prior to the year
in which such termination occurs, (c) any accrued vacation pay for vacation
that has not yet been taken as of the date on which termination of employment
becomes effective, and (d) any other benefits to which he is entitled by any
other benefit plan and by applicable law. The term “Cause” as used herein,
shall mean (i) Employee’s misappropriation of funds, embezzlement or fraud in
the performance of his duties hereunder, (ii) the continued failure or refusal
of Employee (following written notice thereof) to carry out in any material
respect any reasonable request of the Board for the provision of services
hereunder, (iii) the material breach of any material provision of this
Agreement or of any Company policy regarding acts of moral turpitude,
dishonesty, theft or unethical business conduct, or (iv) the entering of a plea
of guilty or nolo  contendere to, or the conviction of Employee
of, a felony.


 


7.4.          Termination of
Employment Other than for Cause, Death or Disability.


 


(a)           Termination. This
Agreement may be terminated (i) by the Company (for reasons in addition to
termination pursuant to Sections 7.1, 7.2 or 7.3 above) at any time and for any
reason, (ii) by Employee at any time for Good Reason (as defined below) and for
any other reason or (iii) upon the expiration of the Term, provided that any
termination of the Employee’s employment, other than by reason of death or
Cause, must be preceded by a Notice of Termination given at least 30 calendar
days in advance of the effective date of termination and which shall specify
the effective date of termination, the specific termination provision in this
Agreement relied upon as the basis for termination and describing in reasonable
detail the facts and circumstances claimed to provide a basis for termination
of the Employee’s employment.


 


(b)           Severance Payments.


 


(1)           If this Agreement is
terminated by the Company, other than as a result of death or disability of
Employee or for Cause (“Termination Without Cause”) or the Employee terminates
this Agreement for Good Reason, the Company shall pay Employee a severance
payment in an amount equal to the sum of (i) the Accrued Obligations (as
defined


 


5





















 


below), plus
the product of (y) the sum of the lump sum Employee’s Base Salary and the Bonus
Compensation earned by the Employee in respect of the last year immediately
preceding the year of termination, multiplied by (z) two (2). Such severance
and non-competition payment shall be payable in twenty four equal monthly
installments commencing as of the first payroll date in the month following the
month in which the termination occurs.


 


The term “Accrued Obligations” means
the sum of (i) Base Salary that is accrued but unpaid as of the date on which
the termination of employment becomes effective; (ii) any unpaid Bonus
Compensation for any fiscal year which has ended prior to the year in which the
date of such termination occurs, (iii) any accrued vacation pay for vacation
that has not yet been taken as of the date on which the termination of
employment becomes effective, and (iv) any other amounts due the Employee under
any benefit plan or in accordance with applicable law as of the date on which
the termination of employment becomes effective.


 


The term “Good Reason” means the
occurrence, without the Employee’s prior written consent, of any one or more of
the following:


 


(i)            The
assignment to the Employee of duties inconsistent with those set forth in
Section 3.1 (it being acknowledged by the Employee, however, that the hiring of
a Chief Operating Officer by the Company should not give rise to Good Reason
hereunder);


 


(ii)           The
relocation of the principal place of employment to a location more than 35
miles from the current Principal Place of Employment;


 


(iii)          A
significant reduction in the Employee’s annual bonus opportunity; and


 


(iv)          The
Company’s material breach of any material provision of this Agreement; provided, in any case, that the Company
shall have 30 days from the date on which the Company receives Executive’s
Notice of Termination for Good Reason to remedy any occurrence constituting
Good Reason


 


; provided,
however, that if treating any of the foregoing as Good Reason to
terminate employment would cause adverse tax consequences to Employee under
Section 409A of the Internal Revenue Code of 1986, as amended, such event shall
not be considered to constitute Good Reason to terminate employment.


 


(2)           If Employee terminates
his employment voluntarily prior to the expiration of the Term, Employee shall
be paid (a) his unpaid Base Salary, through the end of the month in which the
voluntary termination occurs (b) any unpaid Bonus Compensation for any fiscal
year which has ended prior to the year in which the date of such termination
occurs, and (c) any other benefits to which he is entitled under this Agreement
and by applicable law.


 


8.             Confidential Information.


 


8.1.          Employee agrees not to
use, disclose or make accessible to any other person, firm, partnership,
corporation or any other entity any Confidential Information (as


 


6





















 


defined below)
pertaining to the business of the Company at any time during the Term or
thereafter, except (i) while employed by the Company, in the business of and
for the benefit of the Company or (ii) when required to do so by a court of
competent jurisdiction, by any governmental agency having supervisory authority
over the business of the Company, or by any administrative body or legislative
body (including a committee thereof) with jurisdiction to order the Company to
divulge, disclose or make accessible such information. For purposes of this
Agreement, “Confidential Information” shall mean non-public information
concerning the Company’s financial data, statistical data, strategic business
plans, product development (or other proprietary product data), customer and
supplier lists, customer and supplier information, information relating to
governmental relations, discoveries, practices, processes, methods, trade
secrets, marketing plans and other non-public, proprietary and confidential
information of the Company that, in any case, is not otherwise generally
available to the public and has not been disclosed by the Company to others not
subject to confidentiality agreements. In the event Employee’s employment is
terminated hereunder for any reason, he immediately shall return to the Company
all Confidential Information in his possession.


 


8.2.          Employee and the Company
agree that the covenant regarding confidential information contained in this
Section 8 is a reasonable covenant under the circumstances, and further agree
that if, in the opinion of any court of competent jurisdiction, such covenant
is not reasonable in any respect, such court shall have the right, power and authority
to excise or modify such provision or provisions of this covenant as to the
court shall appear not reasonable and to enforce the remainder of the covenant
as so amended. Employee agrees that any breach of the covenant contained in
this Section 8 would irreparably injure the Company. Accordingly, Employee
agrees that the Company, in addition to pursuing any other remedies it may have
in law or in equity, may obtain an injunction against Employee from any court
having jurisdiction over the matter, restraining any further violation of this
Section 8.


 


9.             Non-Competition; Non-Solicitation.


 


9.1.          Employee agrees that,
during the two (2) years following his termination of employment for any reason
(the “Non-Competition Period”), without the prior written consent of the
Company: (i) he shall not, in any capacity whatsoever, either directly or
indirectly, individually or as a member of any business organization, (a)
engage in the production or sale at retail of any pizza, or pasta, or any
Italian food item similar to any Italian food item now or in the future
approved by PHI (as defined in the Stock Purchase Agreement) or its Affiliates
for use in the Pizza Hut System (as defined in the Stock Purchase Agreement) in
the United States (the “Territory”), or (b) have any employment or own
an interest, manage, operate, join, control, lend money to or render financial
or other assistance to or participate in or be connected with, as an officer,
employee, partner, stockholder, consultant or otherwise, any person engaged in
the production or sale of such products in the Territory, provided, however,
that, for the purposes of this Section 9.1, ownership of securities having no
more than one percent of the voting power of any competitor which is listed on
any national securities exchange shall not be deemed to be in violation of this
Section 9.1 as long as the Person owning such securities has no other
connection or relationship with such competitor; (ii) he shall not, on behalf
of any competing entity, directly or indirectly, interfere with relationships
with any suppliers or customers of the Company; and (iii) performance of
services of any kind in any capacity for PHI; provided, however, that the
Employee shall be permitted to make and retain the investments described in
Exhibit C attached


 


7





















 


hereto to the
extent provided therein and to engage in the monitoring and other activities
described in such Exhibit (collectively, “Excepted Investments and Activities”).


 


9.2.          During the
Non-Competition Period, Employee agrees that, without the prior written consent
of the Company (and other than on behalf of the Company), Employee shall not,
on his own behalf or on behalf of any person or entity, directly or indirectly
(a) hire or solicit the employment of any employee who has been employed by the
Company at any time during the six (6) month period immediately preceding the
date of such hire or solicitation, or (b) solicit the suppliers or customers of
the Company, or discourage such clients or customers from doing business with
the Company.


 


9.3.          Employee and the Company
agree that the covenants of non-competition and non-solicitation contained in
this Section 9 are reasonable covenants under the circumstances, and further
agree that if, in the opinion of any court of competent jurisdiction such
covenants are not reasonable in any respect, such court shall have the right,
power and authority to excise or modify such provision or provisions of these
covenants as to the court shall appear not reasonable and to enforce the
remainder of these covenants as so amended. Employee agrees that any breach of
the covenants contained in this Section 9 would irreparably injure the Company.
Accordingly, Employee agrees that the Company, in addition to pursuing any
other remedies it may have in law or in equity, may obtain an injunction
against Employee from any court having jurisdiction over the matter,
restraining any further violation of this Section 9.


 


10.           Indemnification; Legal Fees. The Company shall indemnify the Employee to the
fullest extent permitted by the laws of the Company’s state of incorporation in
effect at that time. If Employee provides services on behalf of Holdings,
Holdings shall indemnify Employee to the fullest extent permitted under
Delaware law in effect at the time. The Employee shall also be entitled to such
limitations on liability as are provided in the certificate of incorporation of
the Company as in effect on the date of this Agreement. Additionally, the
Employee will be entitled to any insurance policies the Company may elect to
maintain generally for the benefit of its officers and directors against all
damages, liabilities, costs, charges and expenses incurred in connection with
any action, suit or proceeding to which he may be made a party by reason of
being a director or officer of the Company or providing services on behalf of
Holdings (“D&O Policy”); provided, however, that the scope and amount of
insurance coverage under the D&O Policy shall be either the same as or no
less favorable than the directors and officers liability insurance provided for
the directors and officers of Holdings. To the extent permissible without
penalty under the Sarbanes-Oxley Act of 2002 and any other applicable law, the
Company agrees to advance to the Employee any expenses (including attorneys’
fees) incurred by the Employee in defending any civil, criminal, administrative
or investigative action, suit or proceeding, to the extent related to the
Employee’s position with the Company (as described in Section 3) or providing
services on behalf of Holdings, prior to the final disposition of such action,
suit or proceeding; provided, that the Employee must agree in writing to repay
such advanced amounts if it is ultimately determined that the Employee was
found guilty of a criminal act, the defense of which with respect to which the
advancement was made, or not entitled to indemnification from the Company with
respect to such action, suit or proceeding under applicable law.


 


8





















 


11.           Withholding; No Mitigation. The Company’s obligations to pay the Employee
the compensation and make the arrangements provided herein shall be absolute
and unconditional and shall not be affected by any circumstance, including any
set off, counterclaim, recoupment, defense or other right that the Company may
have against the Employee or anyone else, except that the Company may cease
making any future severance and non-competition payments under Section 7 in the
event that the Employee violates any of the restrictive covenants of Section 9.
The Company shall have the right to withhold all applicable federal, state or
local taxes on any amount paid or payable under this Agreement. Each and every
payment that the Company makes under this Agreement shall be final, and the
Company will not seek to recover all or any part of any payment from Employee
or from whosoever may be entitled to the payment, for any reason whatsoever;
provided, however, that the foregoing shall not be construed to limit the
Company’s rights or remedies under law or contract, or in equity. The Employee
shall not be obligated to seek other employment in mitigation of the amounts
payable or arrangements made under any provision of this Agreement, and except
as otherwise provided herein, the obtaining of any such other employment shall
in no event affect the Company’s obligations to make the payments that this
Agreement requires.


 


12.           Mutual Nondisparagement. The Employee agrees to refrain from making any
statements about Holdings, the Company or their respective officers or
directors that would disparage, or reflect unfavorably upon the image or
reputation of Holdings, the Company or any such officer or director. Holdings
and the Company agree to refrain from making any statements about the Employee
that would disparage, or reflect unfavorably upon the image or reputation of
the Employee.


 


13.           Notices. All notices and other communications hereunder shall be in writing and
shall be deemed to have been given if delivered personally or sent by facsimile
transmission or overnight courier. Any such notice shall be deemed given when
so delivered personally or sent by facsimile transmission (provided that a
confirmation copy is sent by overnight courier) or one day after deposit with
an overnight courier, as follows:


 


	
   

  	
  To the Company:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NPC
  International, Inc.

  	
   

  	
   

  
	
   

  	
  14400
  College Blvd, Suite 201

  	
   

  	
   

  
	
   

  	
  Lenexa,
  Kansas 66215

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Merrill
  Lynch Global Private Equity

  	
   

  	
   

  
	
   

  	
  4
  World Financial Center FL 23

  	
   

  	
   

  
	
   

  	
  New
  York, New York 10080

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (212)
  449-3576

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Robert
  F. End

  	
   

  	
   

  
	
   

  	
   

  	
  Cassey
  Davis; and to

  	
   

  	
   

  



 


9

















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Shearman
  & Sterling LLP

  	
   

  	
   

  
	
   

  	
  599
  Lexington Avenue

  	
   

  	
   

  
	
   

  	
  New
  York, NY  10022-6069

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (212) 848-7179

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  John A. Marzulli Jr., Esq.

  	
   

  	
   

  
	
   

  	
   

  	
  Christa A. D’Alimonte, Esq.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To
  Employee:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  At
  the last address on file with the Company counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
						



 


14.           Entire Agreement. This Agreement contains the entire agreement between the parties hereto
with respect to the matters contemplated herein and supersedes all prior
agreements or understandings among the parties related to such matters.


 


15.           Binding Effect. Except as otherwise provided herein, this Agreement shall be binding
upon and inure to the benefit of Holdings, the Company and their respective
successors and assigns and upon Employee. “Successors and assigns” shall mean,
in the case of Holdings and the Company, any successor pursuant to a merger,
consolidation, or sale, or other transfer of all or substantially all of the
assets or interests of Holdings or the Company, as applicable.


 


16.           No Assignment. Except as contemplated by Section 15 above, this Agreement shall not be
assignable or otherwise transferable by either party.


 


17.           Amendment or Modification; Waiver. No provision of this Agreement may be amended or
waived unless such amendment or waiver is authorized by the Compensation
Committee of the Board and is agreed to in writing, signed by Employee and by a
duly authorized officer of the Company, and shall not be binding on Holdings
without its written consent. Except as otherwise specifically provided in this
Agreement, no waiver by any party hereto of any breach by the other party
hereto of any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of a similar or dissimilar provision or
condition at the same or at any prior or subsequent time.


 


18.           Dispute Resolution. Any dispute or controversy arising under or in
connection with this Agreement, the Employee’s employment or termination of
employment by the Company or the Employee’s rights, compensation or benefits
under this Agreement or any benefit plan (a “Dispute”) shall be settled in
accordance with the procedures described in this Section 18.


 


18.1.        First, the parties shall
attempt in good faith to resolve any Dispute promptly by negotiations between
the Employee and executives or directors of the Company or Holdings, as the
case may be, who have authority to settle the Dispute (the “Company
Representatives”). Either party may give the other disputing party written
notice of any Dispute not resolved in the normal course of business. Within
five days after the effective date of that notice, the Employee and the Company
Representative shall agree upon a mutually acceptable time and place to meet
and shall meet at that time and place, and thereafter as often as they
reasonably deem necessary, to exchange relevant information and to attempt to
resolve the 


 


10





















 


Dispute. The
first of those meetings shall take place within 30 days of the effective date
of the disputing party’s notice. If the Dispute has not been resolved within 60
days of the disputing party’s notice, or if the parties fail to agree on a time
and place for an initial meeting within five days of that notice, either party
may initiate mediation and arbitration of the Dispute as provided hereinafter. If
a negotiator intends to be accompanied at a meeting by an attorney, the other
negotiators shall be given at least three business days’ notice of that
intention and may also be accompanied by an attorney. All negotiations pursuant
to this Section 18 shall be treated as compromise and settlement negotiations
for the purposes of applicable rules of evidence and procedure.


 


18.2.        Second, if the Dispute is
not resolved through negotiation as provided in Section 18.1, either disputing
party may require the other to submit to non-binding mediation with the
assistance of a neutral, unaffiliated mediator. If the parties encounter
difficulty in agreeing upon a neutral, they shall seek the assistance of JAMS
in the selection process.


 


18.3.        Any Dispute that has not
been resolved by the non-binding procedures provided in Sections 18.1 and 18.2
within 90 days of the initiation of the first of the procedures shall be
finally settled by arbitration conducted expeditiously in accordance with the
commercial arbitration rules of JAMS or of such similar organization as the
parties may mutually agree; provided,
that if one party has requested the other to participate in a non-binding
procedure and the other has failed to participate within 30 days of the written
request, the requesting party may initiate arbitration before the expiration of
the period. The arbitration shall be conducted by three independent and
impartial arbitrators. The Employee shall appoint one arbitrator, the Company
shall appoint a second arbitrator, and the first two arbitrators selected shall
appoint a third arbitrator. The arbitration shall be held in Overland Park,
Kansas. Judgment may be entered on the arbitrator’s award in any court having
jurisdiction. The arbitrators shall award the prevailing party in the
arbitration its costs and expenses, including reasonable attorney’s fees,
incurred in connection with the Dispute.


 


18.4.        Notwithstanding the dispute
resolution provisions of this Section 18, either party may bring an action in a
court of competent jurisdiction in an effort to enforce the provisions of this
Section 18.


 


19.           Fees and Expenses. If either party institutes any action or
proceedings to enforce any rights the party has under this Agreement, or for
damages by reason of any alleged breach of any provision of this Agreement, or
for a declaration of each party’s rights or obligations hereunder or to set
aside any provision hereof, or for any other judicial remedy, the prevailing
party shall be entitled to reimbursement from the other party for its costs and
expenses incurred thereby, including but not limited to, reasonable attorneys’
fees and disbursements.


 


20.           Governing Law. The validity, interpretation, construction, performance and enforcement
of this Agreement shall be governed by the internal laws of the State of
Kansas.


 


21.           Titles. Titles to the Sections in this Agreement are intended solely for
convenience and no provision of this Agreement is to be construed by reference
to the title of any Section.


 


11





















 


22.           Counterparts. This Agreement may be executed in one or more counterparts, which
together shall constitute one agreement. It shall not be necessary for each
party to sign each counterpart so long as each party has signed at least one
counterpart.


 


23.           Severability. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms and
provisions of this Agreement in any other jurisdiction.


 


24.           Section 409A. If any provision of this Agreement would, in the
reasonable, good faith judgment of the Company, result or likely result in the
imposition on the Employee or any other person of any adverse consequences
under Section 409A of the Internal Revenue Code, the Company may reform this
Agreement or any provision hereof, without the Employee’s consent, in the
manner that the Company reasonably and in good faith determines to be necessary
or advisable to avoid the imposition of such penalty tax; provided, however,
that any such reformation shall, to the maximum extent the Company reasonably
and in good faith determines to be possible, retain the economic and tax
benefits to the Employee hereunder while not materially increasing the cost to
the Company of providing such benefits to the Employee.


 


12





















 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first set forth above.


 


	
   

  	
  NPC INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Troy D. Cook

  
	
   

  	
   

  	
  Name:

  	
  Troy D. Cook

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice-President Finance, Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer, Secretary and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NPC ACQUISITION HOLDINGS, LLC for the

  limited purposes of Section 4.3, 10, 12, 15 and 18

  only

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Robert F. End

  
	
   

  	
   

  	
  Name:

  	
  Robert F. End

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/  Jeames K. Schwartz

  
	
   

  	
   

  	
  James K. Schwartz

  



 


13

















 


EXHIBIT A


 


NPC
ACQUISITION HOLDINGS, LLC


MANAGEMENT
OPTION PLAN


 


SECTION 1.                            Purpose. The NPC
Acquisition Holdings, LLC Management Option Plan is intended to provide a means
whereby NPC Acquisition Holdings, LLC, a Delaware limited liability company
(the “Company”),
may, through the issuance of matching options on purchased Common Units and the
grant of options (each, an “Option”) with respect to Common
Units to Participants, attract and retain such Participants and motivate them
to exercise their best efforts on behalf of the Company and its Affiliates. The
Plan is intended to allow Participants to participate in equity value creation
and to align the incentives between Participants and the Company.


 


SECTION 2.                            Definitions. As used
in this Plan, the following terms shall have the meanings set forth below:


 


(1)                    Affiliate. With respect to
any person or entity, any other person or entity that directly or indirectly
controls, is controlled by or is under common control with, such first person
or entity. For the purposes of this definition, “control” (including, with
correlative meanings, the terms “controlling,” “controlled by” and “under
common control with”), as applied to any person or entity, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of that person or entity, whether through the ownership
of voting securities, by contract or otherwise.


 


(2)                    Board. The Managing Member
of the Company, or its designees.


 


(3)                    Beneficiary. The individual
identified in writing by the Participant to receive benefits hereunder in the
event of the Participant’s death. A Participant may at any time change his
beneficiary designation without notice to, or consent of, any previously
designated Beneficiary, by giving prior written notice to the Company, such
notice to be effective on the date it is received by the Company. In the event
a Participant has not designated a Beneficiary at the time of his death, his estate
shall be deemed his Beneficiary.


 


(4)                    Cause. Means: (i) Participant’s
misappropriation of funds, embezzlement or fraud in the performance of his
duties, (ii) the continued failure or refusal of Participant (following
written notice thereof) to carry out in any material respect any reasonable
request of the Board for the provision of services, (iii) the material
breach of any material provision of any employment agreement or of any NPC
International policy regarding acts of moral turpitude, dishonesty, theft or
unethical business conduct, or (iv) the entering of a plea of guilty or nolo
contendere to, or the conviction of Participant of, a felony.


 


(5)                    Code. The U.S. Internal
Revenue Code of 1986, as amended, and the rules and regulations
promulgated thereunder.


 


(6)                    Committee. The Compensation
Committee of the Board, or if none, the Board.


 


A-1

















 


(7)                    Common Units. Have the meaning ascribed to such term in the LLC Agreement, or any
other securities into which such interests shall thereafter be changed by
reason of a recapitalization, merger, consolidation, equity split, combination,
exchange of interests or the like.


 


(8)                    Change in Control. The first
of any of the following events to occur after the Effective Date:


 


(i)                                     any independent
third party (which shall exclude any Affiliates of the Company) (x) by
merger or otherwise is or becomes the direct beneficial owner of more than 50%
of the combined voting power of the then-outstanding securities of the Company,
NPC International or any other entity all or substantially all of whose assets
consist of all the outstanding equity interests of the Company or NPC
International, or (y) has the right to appoint a majority of the members of the
Board, in each case other than by a merger or other transaction in which the
unitholders of the Company immediately prior to the merger own a majority of
the equity interests of the surviving entity or its parent; or


 


(ii)                                  the Company or NPC
International adopts a plan of complete liquidation (other than a liquidation
into any Company Affiliate) of the Company or NPC International or consummates
the sale or disposition by the Company or NPC International of all or
substantially all of the Company’s assets to an independent third party.


 


(9)                    Disability. The existence of
an illness or incapacity (either physical or mental) which, in the reasonable
opinion of a Qualified Physician, is likely to be of such character or severity
that the Participant would be unable to resume devoting substantially his full
normal working time to his employment for a period of at least six consecutive
months.


 


(10)              Effective Date. Means the Closing
Date as defined in the Stock Purchase Agreement.


 


(11)              Eligible Employees. The individuals selected by unanimous
approval of the Committee in its sole discretion.


 


(12)              Equity Securities. Has the meaning
ascribed to such term in Rule 405 promulgated under the Securities Act of
1933, as amended (the “Securities Act”), as in effect on the date
hereof, and in any event includes any common stock, any limited partnership
interest, any limited liability company interest and any other interest or
security having the attendant right to vote for directors or similar
representatives.


 


(13)              Executive Management. Means any of
the following officers of the NPC International:  the chief executive officer, the chief
operating officer, the chief financial officer, the vice president of human
resources, and the vice president of marketing.


 


(14)              Fair Value Price. The price per
Common Unit as of the date of determination, determined by the Committee
pursuant to a formula based upon NPC International’s consolidated earnings from
continuing operations before interest, taxes and


 


A-2

















 


depreciation or amortization for the four full fiscal quarters ending
immediately preceding the date of determination multiplied by 6.0, less funded
net debt, plus proceeds from the exercise of options, divided by the Fully
Diluted Outstanding. Adjustments to the Fair Value Price may be made, in
the sole discretion of the Committee, to account for a full year effect of
acquisitions and divestitures, and for other extraordinary gains or losses.


 


(15)              Franchise Agreements. Means any
location, territory or other franchise agreement pursuant to which the
Franchisor has granted the Company or any Subsidiary of the Company the right
to own and/or operate restaurants.


 


(16)              Franchisor. Means Pizza Hut, Inc.
or its Affiliates.


 


(17)              Fully Diluted Outstanding. Means the
total number of Common Units in the Company, including Common Units underlying
Options granted under the Plan, calculated on a fully diluted basis.


 


(18)              Good Reason. The occurrence,
without the Participant’s prior written consent, of any one or more of the
following:


 


(i)                                     The
assignment to the Participant of duties inconsistent with those set forth in
any applicable employment agreement then in effect;


 


(ii)                                  In
the case of any member of Executive Management, the relocation of the principal
place of employment to a location more than 35 miles from the current principal
place of employment;


 


(iii)                               A
significant reduction in the Participant’s annual bonus opportunity; and


 


(iv)                              NPC
International’s material breach of any material provision of any employment
agreement with Participant;


 


provided, in any
case, that NPC International shall have 30 days from the date on which it
receives Participant’s notice of termination for Good Reason to remedy any
occurrence constituting Good Reason; provided  further, however,
that in no circumstances shall an event constitute Good Reason if it would
create an inappropriate acceleration of payment that could give rise to adverse
tax consequences to a Participant under Section 409A of the Code.


 


(19)              LLC Agreement. Means the Amended
and Restated Limited Liability Company Agreement of the Company, to be entered
into at the Closing, as the same may be amended from time to time in
accordance with its terms; provided, however, that the LLC
Agreement may only be amended in accordance with Section 15.12 of the
LLC Agreement.


 


(20)              NPC Holdings Equity Investment.
The amount of the aggregate equity investment in the Company at the Closing,
including, without limitation, the Hawk-Eye Roll-Over Amount as defined in the
Stock Purchase Agreement.


 


A-3

















 


(21)              NPC International. NPC
International, Inc., a Kansas corporation, and its successors.


 


(22)              Original Purchase Price. Means $1
per Common Unit.


 


(23)              Participant. Each Eligible
Employee who is granted an Option pursuant to the Plan.


 


(24)              Plan. This NPC Acquisition
Holdings, LLC Management Option Plan, as amended from time to time.


 


(25)              Qualified Physician. An impartial
physician competent to diagnose and treat the illness or condition which the
Participant is believed to be suffering, selected by NPC International and
reasonably acceptable to the Participant (or if the Participant is then
incapable of acting for himself, the Participant’s personal representative),
who shall have personally examined the Participant and shall have personally
reviewed the Participant’s relevant medical records; provided, however, that
NPC International shall bear the costs of such Qualified Physician’s services
and the Participant agrees to submit to an examination by such Qualified
Physician and to the disclosure of the Participant’s relevant medical records
to such Qualified Physician.


 


(26)              Retirement. Means the voluntary
termination of service by a Participant at or after age 60.


 


(27)              Stock Purchase Agreement. The
Stock Purchase Agreement, dated as of March 3, 2006, by and among the
Stockholders of NPC International, the Company and NPC International.


 


(28)              Subsidiary. A Subsidiary of any
person shall mean any entity of which:


 


(i)                                     if a corporation,
a majority of the total voting power of shares of stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time of determination owned
or controlled, directly or indirectly, collectively or individually, by such
person or by one or more Subsidiaries of such person; and


 


(ii)                                  if a partnership,
association, limited liability company or other entity, (A) the general
partner or similar managing entity and (B) a majority of the partnership,
membership or other similar ownership interest thereof is at the time of
determination beneficially owned or controlled, directly or indirectly,
collectively or individually, by such person or by one or more Subsidiaries of
such person. For purposes of the Plan,
the Company and its Subsidiaries shall be deemed to own a majority ownership
interest in any partnership, association, limited liability company or other
entity if the Company or its Subsidiaries shall control the general partner or
managing member or managing director of any such entity.


 


SECTION 3.                            Administration. The Plan shall be
administered by the Committee. The
Committee shall have full authority, subject to the terms of the Plan, to
select the Eligible


 


A-4

















 


Employees to be granted
Options under the Plan, to grant Options on behalf of the Company (including
any re-issuances of Options as contemplated by Section 5), and to set the
date of grant and the other terms and conditions of such Options. The Committee
may correct any defect, supply any omission and reconcile any
inconsistency in this Plan and in any Option granted hereunder in the manner
and to the extent it shall deem desirable. The Committee also shall have the
authority to establish such rules and regulations, not inconsistent with
the provisions of the Plan, for the proper administration of the Plan, and to
amend, modify or rescind any such rules and regulations, and to make such
determinations and interpretations under, or in connection with, the Plan, as
it deems necessary or advisable. All such rules, regulations, determinations
and interpretations shall be final, binding and conclusive upon all persons
having an interest in the Plan. Notwithstanding anything to the contrary in
this Plan, the discretion and authority of the Committee shall be subject to
such degree of oversight of the Board as it deems appropriate. Furthermore,
notwithstanding anything to the contrary in this Plan, the determination by the
Committee on any matter relating to the selection of Eligible Employees or
Participants, the grant of Options or the terms and conditions of Options shall
be made by the approval of the Committee.


 


Subject to compliance with the express provisions hereof, the
Board and the Committee may act in their absolute discretion in matters
within their authority related to this Plan. In making any determination or in
taking or not taking any action under this Plan, the Committee or the Board, as
the case may be, may obtain and may rely upon the advice of
experts, including employees of and professional advisors to the Company. The
Committee may delegate ministerial, non-discretionary functions to
individuals who are officers or employees of the Company.


 


No member of the Board or the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
Option granted under it.


 


SECTION 4.                            Eligibility. Eligible Employees
shall be eligible to receive Options under the Plan. Eligible Employees who
have been granted an Option under the Plan shall be referred to as “Participants.”  More than one Option may be granted to a
Participant under the Plan.


 


SECTION 5.                            Number of Common Units Authorized.
Options may be granted under the Plan with respect to a maximum number of
8% of the Common Units as of the Effective Date (the “Plan Limit”);
provided that such Plan Limit shall be subject to adjustment as
hereinafter provided in Section 12. Series A Options will represent
approximately 3% of the Common Units, consisting of matching Options as to 1%
of the Common Units which shall vest immediately upon issuance (the “Non-Time
Vesting Series A Options”) and Options as to 2% of the Common Units which
are subject to the time vesting provisions of Section 8(d)(1)(A) (“Time
Vesting Series A Options”). A Non-Time Vesting Series A Option shall
be awarded in respect of every two Common Units purchased by a Participant. Series B
Options will represent the remaining 5% of the Common Units comprising the Plan
Limit. (The Non-Time Vesting Series A Options and the Time Vesting Series A
Options are sometimes collectively referred to herein as the “Series A
Options”). If any Option granted under the Plan expires, is cancelled,
forfeited or otherwise terminates for any reason whatsoever without having been
exercised in full, the Common Units subject to the unexercised portion of such
Option shall continue to be available for the granting of Options under the
Plan as fully as if such Common Units had never been subject to an Option.


 


A-5

















 


SECTION 6.                            Granting
of Options. From time to time until the expiration or earlier suspension or
discontinuance of the Plan pursuant to Section 13, the Committee may, on
behalf of the Company, grant to Eligible Employees under the Plan such Options
as it determines are warranted, subject to the limitations of the Plan. The
granting of an Option under the Plan shall not be deemed either to entitle the
Participant to, or to disqualify the Participant from, any participation in any
other grant of Options under the Plan.


 


SECTION 7.                            Other Agreements. Options granted
under the Plan shall be evidenced by written documents (“Option Agreements”). No Option grant shall
be enforceable against the Company until the Participant shall have executed,
and agreed to be bound by, such Option Agreements. Upon exercise of any Option,
the Participant will be required to execute, and agree to be bound by the LLC
Agreement. The Option Agreement and the LLC Agreement shall contain a covenant
that provides that by accepting an Option and acquiring the underlying Common
Units, the Participant agrees to comply with all of the obligations required of a holder of any direct or indirect
beneficial or legal ownership interest in the Company under the terms of the
Franchise Agreements.


 


SECTION 8.                            Terms
and Conditions of Options. Options granted under the Plan shall include
expressly or by reference the following terms and conditions, as well as such
other terms and conditions as the Committee shall deem desirable:


 


(a)                                  Number
of Common Units. The Option Agreement shall contain a statement of the
number of Common Units to which the Option pertains, with a number of the
Options designated as Non-Time Vesting Series A Options, Time Vesting Series A
Options and Series B Options.


 


(b)                                 Exercise
Price. The exercise price per Option (the “Exercise
Price”) for grants made at or about the time of Closing shall be (i) in
the case of Series A Options, the price determined by dividing the NPC
Holdings Equity Investment by the number of outstanding common units (without
regard to options) as of immediately following the Closing (as defined in the
Stock Purchase Agreement), and (ii) in the case of Series B Options,
two times the Exercise Price of the Series A Options. Thereafter, the
Exercise Price shall be established in the Committee’s sole discretion.
Notwithstanding any of the foregoing, in no event shall the Exercise Price be
less than the “fair market value” of the underlying Common Units, as determined
in accordance with Section 409A of the Code and any other applicable law,
regulation or accounting rule.


 


(c)                                  Term.
Subject to earlier termination as provided below, the term of each Option shall
be ten years from the date of grant (the “Grant Date”). The Grant
Date of each Option shall be as soon as practicable following the Closing for
the initial grants, and otherwise as determined by the Committee.


 


(d)                                 Vesting
of Options.


 


(1)                                  General
Rule. Except for the Non-Time Vesting Series A Options or as otherwise
expressly provided herein, the vesting of Options requires continued employment
or service through each applicable vesting date as a condition to the vesting


 


A-6

















 


of the applicable installment of the Option and the
rights and benefits thereunder. Employment or service for only a portion of a
vesting period, even if a substantial portion, will not entitle the Participant
to any proportionate vesting or avoid or mitigate a termination of rights and
benefits upon or following a termination of employment or services as set forth
in the Plan. Subject to the terms and conditions of the Plan, Options other
than Non-Time Vesting Series A Options shall vest in accordance with the
following schedule:


 


(A)                              Time
Vesting Series A Options shall vest over a five year period, as to 20% of
the Common Units annually on each anniversary of the Closing, subject to the
Participant’s continued service and shall accelerate on the occurrence of a
Change in Control; and


 


(B)                                Series B
Options shall vest only upon the occurrence of a Change in Control on or
prior to the expiration of the Option. Notwithstanding the foregoing, with
respect to any Option that is subject to Section 409A of the Code and
payment or settlement of the Option is to be accelerated in connection with the
Change in Control, no Change in Control will be deemed to have occurred for
purposes of the Plan and any Option Agreement unless such event(s) also
constitutes a “change in the ownership”, “change in the effective control” or a
“change in the ownership of a substantial portion of the assets” of the Company
or NPC International, as applicable, as defined under Section 409A of the
Code.


 


(2)                                  Forfeiture
upon Termination for Cause. If a Participant’s employment by or service
with the Company (and its Subsidiaries) is terminated for Cause, both the
vested and the non-vested portion of his or her Option shall terminate on the
date of such termination of employment or service.


 


(e)                                  Post-Termination
Exercise Period. If a Participant’s employment by or service with the
Company (and its Subsidiaries) is terminated for any reason other than for
Cause at any time prior to the date on which his or her Option is fully vested,
the non-vested portion of such Option shall terminate on the date of such
termination of employment or service. The vested portion of the Option, to the
extent not exercised within the 90-day period following the date of such
termination shall terminate at the close of business on the last day of such
90-day period.


 


(f)                                    Method
of Exercising Option; Payment Amount. An Option, to the extent vested and
exercisable, may be exercised, in whole or in part, from time to time
until the expiration or termination of the Option, by giving written notice of
exercise (the “Exercise Notice”)
to the Company at its principal office, which notice shall specify the number
of Options subject to the Exercise Notice, and tendering payment of the Exercise Price. The Committee shall determine
the various methods by which the Exercise Price may be paid and the form of
payment, which at the Participant’s election shall be either cash or Common
Units, and the methods by which Common Units shall be delivered or deemed to be delivered to Participants.


 


A-7

















 


(g)                                 Non-Transferability.
No Option shall be assignable or transferable by the Participant, and during
the lifetime of the Participant, the Option shall be exercisable only by him or
her or by his or her guardian or legal representative.


 


(h)                                 Resale
Restrictions. Common Units acquired upon exercise of Options have not been,
and will not be, registered under the Securities Act, or under any state
securities laws. Such Common Units may not be resold in the United States
unless so registered or pursuant to an applicable exemption from registration. In addition, such Common Units may not
be sold or otherwise transferred except in accordance with any transfer and
ownership restrictions contained in the LLC Agreement, the Franchise Agreements
and any other policies between the Company or any of its Affiliates and the
Franchisor, and such Common Units shall bear any
restrictive legends required by the LLC Agreement and such Franchise
Agreements.


 


(i)                                     Rights
as a Holder. A Participant shall have no rights as a holder with respect to
any Common Units covered by his or her Option until the Participant becomes a
holder of such common units. Except as provided in Section 12, no
adjustment shall be made for dividends or other rights as a holder with respect
to such Common Units.


 


SECTION 9.                            Mandatory
Calls. Upon the occurrence of a Call Event (as defined in the LLC
Agreement), the Company shall require the Participant to sell all, but not less
than all, and the Company shall purchase all, but not less than all, of the
Participant’s then-vested Options in an amount equal to the product of (A) the
difference between (i) the lower of (x) the Original Purchase Price and
(y) the Fair Value Price as of the date of termination, and (ii) the
Exercise Price, times (B) the number of Common Units covered by such
Options; provided, however, that upon the occurrence of a Call
Event due to the Participant’s death, Disability, Retirement, termination of
the employment of a Participant without Cause or resignation with Good Reason,
the price paid for the then-vested Options shall be an amount equal to the
product of (A) the difference between (i) the greater of the Original
Purchase Price and the Fair Value Price as of the date of death, Disability,
Retirement, termination without Cause or resignation with Good Reason and (ii) the
Exercise Price, times (B) the number of Common Units covered by such
Options.


 


SECTION 10.                     Compliance
with Legal Requirements and  Debt Instruments.


 


(a)                                  Legal
Requirements. The grant of Options and any payment in respect of Common
Units and the other obligations of the Company under this Plan shall be subject
to all applicable federal and state laws, rules and regulations and to
such approvals by any regulatory or governmental agency, including, without limitation,
rules and regulations of the Securities and Exchange Commission or the
applicable rules and regulations of any securities exchange or inter-deal
quotation system on which securities of the Company are listed or traded as may be
required. Common Units shall not be issued unless the exercise of such Option
and the issuance and delivery of such Common Units pursuant thereto shall
comply with all relevant provisions of law, including, without limitation, the
Securities Act, and the rules and regulations promulgated thereunder, and
all applicable state securities laws. The Board, in its sole discretion, may postpone
the issuance or delivery of any securities as the Board may consider
appropriate and may require a Participant to make such representations and
furnish such information as it may


 


A-8

















 


consider
appropriate in connection with the issuance or delivery of any such securities
in compliance with applicable laws, rules and regulations.


 


(b)                                 Credit
Agreement Limitations. The Company may delay
any cash payment with respect to all or a portion of any Option or Common Unit
that could cause or be reasonably likely to cause, a default or an event of
default of the Company under any guarantee or other agreement under which the
Company, or any of its Affiliates has borrowed money or guaranteed any such
loan, or if such cash payment would constitute or is reasonably likely to
constitute a breach, or result in a default or an event of default of the
Company under such agreement, until
such time as the payment can be made without such breach or default. In such
event, the Company shall issue a promissory note to the Participant in an
amount equal to the obligation.


 


(c)                                  Franchise Agreement Requirements. The grant
of Options and any payment in respect of Common Units and the other obligations of the Company under this Plan shall be
subject to the obligations of the Company under the Franchise Agreements. Common
Units shall not be issued unless the exercise of such Option
and the issuance and delivery of such Common Units pursuant thereto shall comply with all relevant provisions of the
Franchise Agreements and any other policies of the Franchisor with respect to
transfer or ownership of Common Units. The Board,
in its sole discretion, may postpone the settlement of any Option as the
Board may consider appropriate and may require a Participant to make
such representations and furnish such information as it may consider
appropriate in connection with the issuance or delivery of any such securities
in compliance with the Franchise Agreements.


 


(d)                                 No Disadvantage to Management Unitholders. This Section 10 of the Plan shall be
administered by the Committee in a manner that does not disadvantage the
management unitholders disproportionately to the other unitholders.


 


SECTION 11.                     Tax
Withholding. The obligation of the Company to deliver any Common Units
shall be subject to all applicable federal, state, local and foreign tax
withholding requirements. If the exercise of any Option is subject to the
withholding requirements of applicable federal, state, local or foreign tax
laws, the Committee, in its discretion (and subject to such withholding rules as
shall be adopted by the Committee), may permit the Participant (or the
Participant’s personal representative or Beneficiary, as the case may be)
to pay or provide for payment in cash, or by delivery of Common Units owned by
the Participant, the amount of any taxes that the Company determines it may be
required to withhold with respect to such exercise.


 


SECTION 12.                     Capital Adjustments.


 


(a)                                  Dilution
and other Adjustments. In the event the outstanding Common Units shall be
changed due to a reclassification, recapitalization, merger, dividend, equity
split or any other transaction, the Plan Limit and the number of Common Units
and the Exercise Price under outstanding Options shall be proportionately
adjusted to reflect such event, and the Board shall make such adjustments as it
deems appropriate and equitable in the number and kind of securities subject to
the Option, and as to any other matters which relate to Options and that are
affected by the events referred to above. Such adjustments shall be final,
conclusive and binding for all purposes.


 


A-9

















 


(b)                                 Effect
of Reorganization. In the event that (i) the Company is merged or
consolidated with another entity, (ii) all or substantially all the assets
of the Company are acquired by another corporation, person or entity, or (iii) the
Company is reorganized, dissolved or liquidated (each such event in (i), (ii) or
(iii) being hereinafter referred to as a “Reorganization Event”),
then the Committee may in its sole discretion, subject to any other
provisions of the Plan applicable to such Reorganization Event, make upon
consummation of such Reorganization Event any or all of the adjustments
described in Section 12(a) as are necessary or advisable in the sole
discretion of the Committee to provide the Participant with an economic benefit
that is not materially different from that to which he would have been entitled
had such event not occurred (as determined by the Committee in its sole
discretion).


 


(c)                                  Certain
Other Adjustments. On a Change in Control, a Reorganization Event or any
other similar transaction that the Committee in its sole discretion determines
is subject to this Section 12(c), the Committee may in its sole
discretion convert outstanding Options into (i) shares of common stock or
other equity securities or equity-related interests (including options or
phantom units) of the Company or another entity that is a party to (or an
Affiliate of such party) such transaction or (ii) cash or cash
equivalents, provided that any such conversion provides the Participant with an
economic benefit that is not materially different from that to which he would
have been entitled had such conversion not occurred (as determined by the
Committee in its sole discretion).


 


(d)                                 Certain
Adjustments to Performance Goals. The Committee may in its sole
discretion, adjust any performance goals to reflect any material and
non-recurring non-operational items that are beyond the control of NPC
International’s management.


 


SECTION 13.                     Amendment or Discontinuance of the Plan.
The Board may, at any time, terminate, discontinue, amend, modify or suspend
the Plan in whole or in part. No Options may be granted during any
suspension of this Plan or after termination of this Plan, but the Committee
shall retain jurisdiction as to Options then outstanding in accordance with the
terms of this Plan. Notwithstanding the foregoing, no such termination,
suspension, modification, discontinuance or amendment shall materially impair
the rights of any holder of an outstanding Option without the consent of such
holder; provided, however, that the
Board or Committee shall have broad authority to amend the Plan or any Option
granted under the Plan without the consent of the holder thereof to the extent
necessary or desirable to comply with, or take into account changes in,
applicable tax laws, securities laws, accounting rules, employment laws and
other applicable laws, rules and regulations.


 


SECTION 14.                     Rights. Neither the adoption of
the Plan nor any action of the Board or the Committee shall be deemed to give
any individual any right to be granted an Option, or any other right hereunder.
Nothing contained in this Plan (or in
any other documents under this Plan or in any Option) shall confer upon any
Participant any right to continue in the employ or other service of the Company
or any Subsidiary of the Company, constitute any contract or agreement of
employment or other service or affect a Participant’s status as an employee at
will, nor shall interfere in any way with the right of the Company or any
Subsidiary to change a person’s compensation or other benefits, or to retire a
Participant at any time pursuant to its retirement rules or otherwise to
terminate his or her employment or service at any time for any reason
whatsoever. Nothing in this Section 14, however, is intended to adversely
affect any express


 


A-10

















 


independent right of such
person under a separate employment or service contract, other than an Option
Agreement.


 


SECTION 15.                     Indemnification of Board and Committee.
Without limiting any other rights of indemnification which they may have
from the Company and any of its Affiliates, the members of the Board and the
members of the Committee shall be indemnified by the Company against all costs
and expenses reasonably incurred by them in connection with any claim, action,
suit, or proceeding to which they or any of them may be a party by reason
of any action taken or failure to act under, or in connection with, the Plan,
or any Option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in any
such action, suit, or proceeding, except a judgment based upon a finding of
willful misconduct or recklessness on their part. Upon the making or
institution of any such claim, action, suit, or proceeding, the Board or
Committee member shall notify the Company in writing, giving the Company an
opportunity, at its own expense, to handle and defend the same before such
Board or Committee member undertakes to handle it on his or her own behalf.


 


SECTION 16.                     Termination of Plan. Unless
earlier terminated pursuant to Section 13, the Plan and all authority
granted hereunder shall terminate absolutely at 12:00 midnight on
      , 2016, and no Options hereunder shall be
granted thereafter, but previously granted Options shall remain outstanding in
accordance with their applicable terms and conditions and the terms and
conditions of the Plan.


 


SECTION 17.                     Governing Law; Severability. The
laws of the state of Delaware shall govern the operation of, and the rights of
Participants under, the Plan, the Option Agreements and any Options granted
thereunder. If a court of competent jurisdiction holds any provision invalid
and unenforceable, the remaining provisions of this Plan shall continue in
effect.


 


SECTION 18.                     Section 409A
of the Code. Notwithstanding any contrary provision in the Plan or an
Option Agreement, if any provision of the Plan or an Option Agreement contravenes
any regulations or guidance promulgated under Section 409A of the Code or
could cause an Option to be subject to the interest and penalties under Section 409A
of the Code, such provision of the Plan or any Option Agreement may be
modified by the Company without consent of the Participant to maintain, to the
maximum extent practicable, the original intent of the applicable provision
without violating the provisions of Section 409A of the Code. Moreover,
any discretionary authority that the Board or Committee may have pursuant
to the Plan shall not be applicable to an Option that is subject to Section 409A
of the Code, to the extent such discretionary authority will contravene Section 409A
of the Code or the regulations or guidance promulgated thereunder.


 


SECTION 19.                     No Corporate Action Restriction.
The existence of this Plan, the Option Agreements and the Options granted
hereunder shall not limit, affect or restrict in any way the right or power of
the Board or the members of the Company to make or authorize: (a) any
adjustment, recapitalization, reorganization or other change in the capital
structure or business of the Company or any Affiliate, (b) any merger,
amalgamation, consolidation or change in the ownership of the Company or any
Affiliate, (c) any issue of bonds, debentures, capital, preferred or prior
preference securities ahead of or affecting the equity securities (or the


 


A-11

















 


rights thereof) of the Company or any Affiliate, (d) any
dissolution or liquidation of the Company or any Affiliate, (e) any sale
or transfer of all or any part of the assets or business or securities of
the Company or any Affiliate, or (f) any other corporate act or proceeding
by the Company or any Affiliate. No Participant, Beneficiary or any other
person shall have any claim under any Option or Option Agreement against any
member of the Board or the Committee, or the Company or any employees, officers
or agents of the Company or any Affiliate, as a result of any such action.


 


SECTION 20.                     Other Company Benefit and
Compensation Programs. Payments and other benefits received by a
Participant under an Option granted pursuant to this Plan shall not be deemed a
part of a Participant’s compensation for purposes of the determination of
benefits under any other employee welfare or retirement benefit plans or other
arrangements, if any, provided by the Company or any Affiliate, except as may be
required under such plans or by law. Options under this Plan may be made
in addition to, in combination with, as alternatives to or in payment of
grants, awards or commitments under any other plans or arrangements of the
Company or its Affiliates.


 


SECTION 21.                     Plan Not Funded; Transferability.
No Participant, Beneficiary or other person shall have any right, title or
interest in any fund or in any specific asset of the Company by reason of any
Option. Neither the provisions of this Plan (or of any related documents), nor
the creation or adoption of this Plan, nor any action taken pursuant to the
provisions of this Plan shall create, or be construed to create, a trust or
escrow of any kind or a fiduciary relationship between the Company and any
Participant, Beneficiary or other person. To the extent that a Participant,
Beneficiary or other person acquires a right to receive payment pursuant to any
Option hereunder, such right shall be no greater than the right of any
unsecured general creditor of the Company. At the time of payment to
Participants, all Common Units so paid shall be validly issued.


 


SECTION 22.                     Headings.
Headings are given to the sections and subsections of this Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any
way material or relevant to the construction or interpretation of this Plan or
any provision thereof.


 


A-12

















 


EXHIBIT B


 


Description of Perquisites for Term


 


1.                                       Use of the Company airplane for up
to 20 hours per year which is acknowledged to constitute compensation
reportable in Form W-2.


 


2.                                       A matching gift on a
dollar-for-dollar basis of up to $10,000 annually made to organizations
qualifying under Section 501(c)(3) of the Internal Revenue Code of
1986, as amended.


 


3.                                       A complete bi-annual medical
examination at the Cooper Clinic in Dallas, Texas and associated travel
expenses.


 


4.                                       The other benefits made available to
the Employee by the Company as of the Effective Date that have been disclosed
to the Purchaser (as defined in the Stock Purchase Agreement), which are the
same as those provided to rank and file employees.


 


5.                                       Tax, financial planning and legal
services in an aggregate amount not to exceed $7,500 for each year during the
Term.


 


B-1

















 


EXHIBIT C


 


Excepted Investments and Activities


 


A.                                   Investments, Monitoring Thereof and Related Activities:


 


1.                                       Oread
Holdings LLC (manager of NPC Capital Partners)


 


(a)                                  NPC
Capital Partners LLC, provided further that in no event shall NPC Capital
Partners LLC invest in any business or entity that is engaged in any activity
prohibited in Section 9.1 of the Employment Agreement to which this Exhibit C
forms a part.


 


(i)                                     Tuck-away
Shawnee (a multi-family housing complex in Shawnee, Kansas)


 


(ii)                                  Hutton
Farms (a multi-family housing complex in Lawrence, Kansas)


 


(iii)                               Hutton
Farms West (a new housing development in Lawrence, Kansas)


 


(iv)                              Wasatch
Valley Pizza, LLC (Pizza Hut franchise in Salt Lake City), to the extent of the
investment as of the date hereof ONLY, with any further investment therein being
prohibited


 


(v)                                 Nexus
Medical (a medical device company in Lenexa, Kansas)


 


(b)                                 Oread
Capital Partners LLC (75% owner of Hawk-Eye Pizza LLC)


 


B.                                     Board Memberships:


 


Pizza Hut of Fort Wayne, Inc.


 


Barstow School


 


Various Boards of organizations associated with the
University of Kansas


 


Future memberships on Boards, or committee of Boards,
of for-profit and not-for-profit entities that are not competitors of the
Company and do not require a material amount of Employee’s working time, in
each case after consulting with the Company and seeking its consent to serve in
that capacity, which consent shall not be unreasonably withheld.


 


C-1