EXHIBIT
10.1


 


PAPA
JOHN’S INTERNATIONAL, INC.


 


DEFERRED
COMPENSATION PLAN


 


1.              PURPOSES.


 


1.1 Purposes. 
The purposes of this Deferred Compensation Plan (“Plan”) of Papa John’s
International, Inc., a Delaware corporation (“Company”), are to provide a means
for a select group of highly compensated employees of the Company to defer a
portion of their compensation and to provide flexibility to the Company in
attracting and retaining new highly compensated employees.


 


2.              ELIGIBILITY AND
PARTICIPATION.


 


2.1 Eligibility.  Any employee of the Company who has base
salary, bonus, commissions or consulting fees (“Total Compensation”) expected
to equal $80,000 or more in any 12-month period (“Eligible Employee”) is
eligible to participate in the Plan.


 


2.2 Participation.  An Eligible Employee may become a participant
in the Plan (“Participant”) by filing an Election Form in accordance with the
provisions of Section 4.1.  A
Participant shall remain a Participant until such time as the Participant has
received all payments to which the Participant is entitled under the terms of
the Plan or as otherwise provided herein.


 


3.              ADMINISTRATION.


 


3.1 The Committee.  The Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company (“Board”), or by
any other committee (“Committee”) appointed by the Board.  For purposes of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), the Committee is the Plan
administrator.  Any claim for benefits
under the Plan shall be made in writing to the Committee.  The Committee and the claimant shall follow
the claims procedures set forth in Department of Labor Regulation § 2560.503-1.


 


3.2         Authority of the Committee.  The Committee shall have sole discretion to
make all determinations which may be necessary or advisable for the
administration of the Plan.  The
Committee may delegate its authority as identified hereunder.  All determinations and decisions made by the
Committee pursuant to the provisions of the Plan, and all related orders or
resolutions of the Board, shall be final, conclusive and binding upon all
persons, including the Company, Participants and their Beneficiaries (as
hereinafter defined).


 





















 


4.              DEFERRAL ELECTION.


 


4.1 Making of Election.


 


(a) Except as
otherwise provided herein, each Eligible Employee may elect in writing, in the
manner and on the form (“Election Form”) prescribed by the Committee, to defer
payment of all or any part of the Total Compensation which would otherwise be
paid to such Eligible Employee by the Company for services rendered.  Notwithstanding the foregoing, no deferral
election may reduce a Participant’s compensation from the Company to an amount
less than the sum of (i) the applicable employment taxes payable by the
Participant with respect to the amount deferred, (ii) withholding from
compensation required under the Company’s other benefit plans, and (iii) the
income taxes which the Company is required to withhold on the Participant’s
taxable compensation.  Furthermore, the
minimum amount which may be deferred in any Plan Year (as hereinafter defined)
is $5,000, except for the first Plan Year, the minimum deferral is $1,250.  All amounts deferred in accordance with the
provisions of this Section 4.1 (a), together with the net earnings
resulting from the deemed investment of such deferred amounts, shall be fully
vested except as otherwise provided in Section 7.4.


 


(b) An
election shall be effective as follows:


 


(1) With
respect to the first Plan Year, if the election is filed on or before September 30,
1998, the election shall be effective (i) with respect to salary, commissions
or consulting fees, with the first pay period beginning on or after October 1,
1998, and (ii) with respect to bonuses, for any bonuses earned thereafter.


 


(2) With
respect to all other Plan Years, if the election is filed on or before December 15
of any calendar year, the election shall be effective (i) with respect to
salary, with the first pay period beginning on or after January 1 of the
following calendar year; provided, however, that in the case of a newly hired
Eligible Employee or an employee who newly became an Eligible Employee (“Newly
Eligible Employees”), if the election is made within 30 days of the date they
became Newly Eligible Employees, the election shall be effective with the first
pay period beginning on or after the first day of the following month, and (ii)
with respect to bonuses, for any bonus earned for the calendar year beginning
on January 1 of the following calendar year; provided, however, that in
the case of Newly Eligible Employees, if the election is made within 30 days of
the date they became Newly Eligible Employees and prior to October 1, then
the election shall be effective with respect to any bonus earned thereafter.


 


Once an election has been made with respect
to salary, commissions, consulting fees and bonus deferrals, it shall remain in
effect with respect to all future salary payments, commissions, consulting fees
and bonuses which would otherwise be paid to the Participant until changed by
the filing of a new election in the manner provided in Section 4.1 (c) or
terminated as provided in Section 4.1 (d). 
Deferral elections with respect to commissions and bonuses are
irrevocable for the Plan Year for which made.


 





















 


(c) If a
Participant desires to change (as opposed to terminate) any deferral election,
they may do so by the filing of a new Election Form with the Committee.  Such election shall be effective as of the
first day of the following calendar year if filed on or before December 15
of the previous calendar year.


 


(d) A
Participant may terminate their deferral election with respect to salary or
consulting fees at any time by giving written notice thereof to the
Committee.  Such termination shall be
effective with respect to the first pay period beginning after receipt of the
termination notice by the Committee.  If
a Participant has elected to terminate their deferral election with respect to
salary or consulting fees, the Eligible Employee may not again have salary or
consulting fees deferred until the following Plan Year.  A Participant may terminate their deferral
election with respect to commissions and bonuses by giving written notice
thereof to the Committee.  Such election
shall be effective as of the first day of the following calendar year if filed
before December 15 of the previous calendar year.


 


4.2 Participant Account.  A Participant Account shall be established
for each participant.  Deferred
compensation will be credited to the Participant’s Participant Account as of
close of the month in which such compensation would otherwise be payable to the
Participant.  A Participant Account shall
be credited or debited, as applicable, with the net investment return or loss
of the deemed investment of the amount in the Participant Account in accordance
with the provisions of Section 6.3, and shall be debited for all payments
made to the Participant or the Participant’s Beneficiaries.  If a Participant elects pursuant to Section 7.6
to receive the payout of their Participant Account other than in a lump sum,
the Participant’s Account shall be debited with the additional cost incurred by
the Company as a result of such election as determined by the Company in its
sole discretion.  If the Company, in its
sole discretion, decides to make Discretionary Contributions (as hereinafter
defined) on behalf of any Participant in accordance with the provisions of Section 5.1,
the Participant Account shall also be credited with such Discretionary
Contributions.


 


5.              DISCRETIONARY
CONTRIBUTIONS.


 


5.1 Discretionary Contributions.  The Company, in its sole and absolute
discretion, may determine to make discretionary contributions (“Discretionary
Contributions”) to the Participant Account of one or more Participants.  Except with respect to vesting, Discretionary
Contributions shall be treated in the same manner as a Participant’s elective
deferrals.  All Discretionary
Contributions shall be deemed invested in the same manner as the balance of the
Participant’s Participant Account is invested unless the Participant elects
otherwise by notice to the Committee given in the manner provided in Section 6.2.


 


5.2 Vesting. 
If the Company determines to make Discretionary Contributions with
respect to any Participants in accordance with the provisions of Section 5.1.
The Committee shall determine, at the time of the making of such Discretionary
Contributions, the manner in which such Discretionary Contributions, together
with the net earnings resulting from the deemed investment of such
Discretionary Contributions, shall vest. 
Vesting may be based upon years of service, obtaining of performance
criteria or any other method that the Committee shall determine.


 





















 


6.              DEEMED INVESTEMENTS.


 


6.1 Investment Options.  The Company, from time to time, shall
determine the investments which the Participants may select to have the amounts
in their Participant Accounts deemed invested (“Specified Investments”).  The Company shall have the right to change
the Specified Investments in its sole discretion.


 


6.2 Selection of
Investment Options.


 


(a)
Participants, at the time of their initial deferral election, shall specify on
the Election Form the Specified Investments in which the amounts in their
Participant Accounts will be deemed invested. 
Participants may elect to have all of the amount in their Participant
Accounts deemed invested in one Specified Investment or in multiple Specified
Investments.  All sections of Specified
Investments shall be in whole percentages. 
The Specified Investments selected may be changed by the Participant
from time to time.  If notice of a change
in the selected Specified Investment is received by the Committee prior to the
25th of a month, the change shall be effective as of the first day
of the following month, and if received after the 25th of the month,
shall be effective as of the first day of the second following month.


 


(b)
Notwithstanding, the provisions of Section 6.2 (a), a Participant may
enter into additional agreements and other documents with the Company under
which the amount in the Participant’s Participant Account are applied to the
payment of premiums on a life insurance policy (“Estate Preservation
Alternative”).  In the event a
Participant elects the Estate Preservation Alternative, the Participant’s form
of distribution shall consist of a distribution of the life insurance
policy.  Moreover, the Participant’s
benefits payable under the Plan shall be governed by the terms of such
additional agreements and other documents, including, without limitation, the
life insurance policy, and shall not be governed by the payment terms of the
Plan, except with respect to specifying the time and form of benefit payments
and the applicable elections and defaults with respect to such time and form of
benefit payments.


 


6.3         Earnings on Deemed Investments.  The earnings on a Participant’s deemed
investments will be credited to their Participant’s Accounts as earned.  If a Participant changes the Specified
Investments in which the amount in their Participant Account is deemed
invested, such change will be treated as a sale of the former Specified
Investment and the profit or loss resulting therefrom, debited or credited to
the Participant Account as of the effective date of the deemed sale.


 


7.               PAYMENT OF DEFERRED AMOUNTS.


 


7.1 Limitation on Payment of Deferred Amounts.  No payment may be made from any Participant
Account except as provided in this Section 7.


 


7.2 Payment Upon Termination of Employment.  Payment of the vested amount in a Participant
Account shall be made to the Participant or the Participant’s Beneficiary as
soon


 





















 


as administratively possible following the
end of the calendar quarter in which the Participant ceases to be an employee
of the Company.  Except as otherwise
provided herein, payment shall be made in the form of a lump sum.


 


7.3 Scheduled In-Service Distributions.  A participant may elect to receive a lump sum
distribution of all, but not less than all, of the vested amount in the
Participant’s Participant Account with respect to deferrals from any calendar
year by specifying on the Election Form with respect to such calendar year the January 1
on which the Participant wishes to receive such distribution, which date must
be at least three years after the date such Election Form is delivered to the
Committee (“Scheduled Distribution”).  A
Participant may change the date for a Scheduled Distribution to a later date
provided notice thereof is given to the Committee at least one year prior to
the previously selected Scheduled Distribution date.  If a Participant has made an election
pursuant to this Section 7.3 and terminates employment prior to the
scheduled Distribution date, the distribution shall be made in accordance with
the provisions of Section 7.2.


 


7.4 Non-Scheduled In-Service Distributions.  A Participant may elect at any time, by giving
written notice to the Committee, to receive a lump sum distribution of up to
90% of the vested amount in the Participant’s Participant Account (“Non-Scheduled
Distribution”).  Such Non-Scheduled
Distribution will be paid within 30 days of the receipt of the notice by the
Committee.  If a Participant makes such
an election, (i) the Participants shall forfeit an amount equal to 11.111% of
the Non-Scheduled Distribution, and (ii) the Participant will not be eligible to
have any further amounts deferred for the Plan Year in which the Non-Scheduled
Distribution is requested or the following Plan Year.


 


7.5 Hardship Withdrawals.  A Participant may request that a distribution
be made of some or all of the amount in the Participant’s Participant Account
for any of the following reasons:


 


(a)                                  An
illness or accident affecting the Participant or the Participant’s
dependent(s).


 


(b)                                 A
casualty occurs with respect to the Participant’s property.


 


(c)                                  Other losses incurred
by the Participant resulting from circumstances beyond the control of the
Participant.


 


The Committee shall decide, in its sole and
absolute discretion, whether a distribution shall be made pursuant to the
provisions of this Section 7.5.


 


7.6 Installment Payments.  If (i) at the time a Participant terminates
employment with the Company (A) the balance in the Participant’s Participant
Account equals or exceeds $50,000, and (B) the Participant has been an employee
of the Company for at least five years, or (ii) the Participant’s employment
with the Company terminates because the Participant was disabled (within the
meaning of the Company’s disability plan) and (iii) at least one year prior to
termination of employment the Participant filed an election with the Company
requesting that the amount in such Participant’s Participant Account be paid in


 





















 


installments, or (iv) prior to December 15,
the Participant filed an election with the Committee requesting that the
Participant’s deferrals for the following Plan Year be paid in installments,
then the amount in such Participant’s Participant Account, or that portion with
respect to which an installment election is in effect, as applicable, shall be
paid in 20, 40 or 60 quarterly installments as shall have been elected by the
Participant.  If a Participant dies prior
to receiving all of the installments to which the Participant is entitled, the
remaining installments shall be paid to the Participant’s Beneficiary.  If a Participant has elected to receive
installment payments, the Participant may terminate such election and receive
lump sum payment by giving notice thereof to the Committee.  Such termination of the installment election
shall be effective if received by the Committee at least one year prior to the
date of the Participant’s termination of employment.


 


8.              DESIGNATION OF
BENEFICIARY.


 


8.1 Designation of Beneficiary.  A Participant shall be entitled to designate
a beneficiary or beneficiaries to receive the payments of the amount in the
Participant’s Participant Account in the case of the Participant’s death (“Beneficiary”).  Such designation may include a designation of
a contingent Beneficiary or Beneficiaries. 
The Participant may from time to time, change such designation of
Beneficiary or Beneficiaries as the Participant shall desire.  Notice of the designation shall be given in
writing by the Participant to the Committee and the trustee of the Rabbi Trust
(as hereinafter defined).  If no
beneficiary is designated, the Beneficiary shall be deemed to the Participant’s
estate.


 


9.              RABBI TRUST.


 


9.1 Rabbi Trust.  All amounts deferred by a Participant shall
be contributed by the Company at least monthly to a trust (“Rabbi Trust”) of
which the Company will be considered the owner for Federal income tax
purposes.  The Rabbi Trust will be
established to provide a source of funds to enable the Company to make payments
to the Participants and their Beneficiaries pursuant to the terms of the
Plan.  Payments to which Participant’s
are entitled under the terms of the Plan shall be paid out of the Rabbi Trust
to the extent of the assets therein.


 


10.       PLAN YEAR.


 


10.1 Plan Year. 
The fiscal year of the Plan (“Plan Year”) shall be the calendar year,
except that the first Plan Year shall commence October 1, 1998.


 


11.       WITHHOLDING.


 


11.1 Withholding.  The Company shall be entitled to withhold
from all amounts otherwise payable to a Participant or Beneficiary hereunder
such amount as the Company is required by law to withhold with respect to such
payments.


 





















 


12.       MISCELLANEOUS.


 


12.1 Assignability.  No right to receive payments hereunder shall
be transferable or assignable by a Participant except by will or by the laws of
descent and distribution.


 


12.2 Amendment or Termination.  The Plan may be amended, modified or
terminated by the Board at any time or from time to time.  No amendment, modification or termination
shall, without the consent of a Participant, adversely affect such Participant’s
existing rights under the Plan.


 


12.3 Continued Employment.  Nothing in the Plan, nor any action taken
under the Plan, shall be construed as giving any Participant a right to
continue as an employee of the Company.


 


12.4 Participant’s Rights Unsecured.  The right of any Participant to receive
payment of deferred amounts under the provisions of the Plan shall be an
unsecured claim against the general assets of the Company.  The maintenance of individual Participant
Accounts is for bookkeeping purposes only. 
The Company is not obligated to acquire or set aside any particular
assets for the discharge of its obligations, nor shall any Participant have any
property rights in any particular assets held by the Company, whether or not
held for the purpose of funding the Company’s obligations hereunder.


 


12.5 Governing Law.  To the extent not preempted by ERISA, the
Plan shall be governed by, an construed in accordance with the laws of the
State of Delaware without regard to its conflict of law rules.


 


12.6 ERISA. 
It is intended that the Plan be an unfounded plan maintained primarily
for the purpose of providing deferred compensation for a select group of highly
compensated employees of the Company.  As
such, the Plan is intended to be exempt from otherwise applicable provisions of
Title I of ERISA, and any ambiguities in construction shall be resolved in
favor of interpretation which will effectuate such intentions.


 


IN WITNESS
WHEREOF, the Company has caused the Plan to be executed this 28th
day of September, 1998.


 


	
   

  	
  PAPA JOHN’S INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
           /s/
  J. David Flanery

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
       Vice
  President and Corporate Controller

  	
   

  
						



 





















 


Amendment
No. 1


Papa John’s
International, Inc.


Deferred
Compensation Plan


 


WHEREAS, Papa John’s International,
Inc. (the “Company”) adopted the Papa John’s International, Inc. Deferred
Compensation Plan (the “Plan”) effective September 28, 1998; and


 


WHEREAS, the Company reserved the
right to amend the Plan in Section 12.2 thereof; and


 


WHEREAS, the Company desires to
amend the Plan to allow participants in the Company’s Management Incentive Plan
to participate in the Plan and to allow deferrals under new plans, such as the
Management Incentive Plan, after the beginning of the Plan year,


 


NOW, THEREFORE, BE IT:


 


RESOLVED that the Plan is amended,
effective May 1, 2001, as follows:


 


1.                                      Section 2.1 is amended
to read as follows:


 


Eligibility.  The following employee team members who are
part of a select group of management or highly compensated employees within the
meaning of Labor Reg. §2520.104-23 are eligible to participate in the Plan and
shall hereinafter be referred to as “Eligible Employees”: (1) any team member
of the Company (and of any affiliate that has been authorized by the Company to
participate in the Plan as to its eligible employees) who has base salary,
bonus, commissions or consulting fees (“Total Compensation”) expected to equal
$80,000 or more in any 12-month period; and (2) any participant in the Papa
John’s International, Inc. Management Incentive Plan.  The Plan is intended to constitute, and shall
be administered to qualify as, a “top hat” plan exempt from the requirements of
the Employee Retirement Income Security Act of 1974, as amended, pursuant to
Labor Reg. §2520.104-23 and shall be maintained strictly for a select group of
management or highly compensated employees as contemplated by said regulation.


 


2.                                      Section 4(b)(2)(ii) is
amended to read as follows:


 


(ii) with respect to bonuses, for
any bonus earned for the calendar year beginning on January 1 of the
following calendar year; provided, however, that in the case of Newly Eligible
Employees, if the election is made within 30 days of the date they became Newly
Eligible Employees and before October 1, and in the case of employees who
become eligible to participate in the Papa John’s International,


 





















 


Inc. Management Incentive Plan,
within 30 days of the date they become eligible to participate in such plan,
then the election shall be effective with respect to any bonus earned for
services thereafter performed.


 


3.                                      Section 4(b) is amended
by adding a new subsection (b)(3) to read as follows:


 


(3)                                 Notwithstanding the
foregoing, where compensation is payable after the beginning of the calendar
year to the Eligible Employee pursuant to a plan that was not in effect at the
time elections are to be made under Section 4.1(b)(2), a deferral election
shall be effective at any time before the Eligible Employee is in constructive
receipt of such compensation with respect to compensation payable after the
date of such deferral election. If the deferral election is not made during the
first calendar year such compensation becomes payable, deferral elections made
for any subsequent calendar years shall be made in accordance with the
procedures set forth in Section 4.1(b)(2).


 


4.                                      In all other respects, the
Plan is ratified, confirmed and approved.


 


***  *** 
***  ***  ***


 


CERTIFICATE
OF CHAIRMAN


 


I, Jack A. Laughery, Chairman,
Compensation Committee of the Board of Directors of Papa John’s International,
Inc., certify that the foregoing Amendment No. 1 to the Papa John’s
International, Inc. Deferred Compensation Plan, was adopted by the Compensation
Committee on the 15th day of July, 2001.


 


	
   

  	
  PAPA JOHN’S INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jack A. Laughery

  	
   

  
	
   

  	
   

  	
  Jack A. Laughery, Chairman

  
	
   

  	
   

  	
  Compensation
  Committee

  of Board of Directors

  



 





















 


Amendment
No. 2


Papa John’s
International, Inc.


Deferred Compensation
Plan


 


WHEREAS, Papa John’s International,
Inc. (the “Company”) adopted the Papa John’s International, Inc. Deferred
Compensation Plan (the “Plan”) effective September 28, 1998; and


 


WHEREAS, the Company reserved the
right to amend the Plan in Section 12.2 thereof; and


 


WHEREAS, the Company desires to
amend the Plan so that eligibility is determined in part on base salary paid to
employees;


 


NOW, THEREFORE, BE IT:


 


RESOLVED that the Plan is amended,
effective January 1, 2002, as follows:


 


1.                                      Section 2.1 is amended
to read as follows:


 


Eligibility.  The following employee team members who are
part of a select group of management or highly compensated employees within the
meaning of Labor Reg. §2520.104-23 are eligible to participate in the Plan and
shall hereinafter be referred to as “Eligible Employees”: (1) any team member
of the Company (and of any affiliate that has been authorized by the Company to
participate in the Plan as to its eligible employees) who has a base salary
expected to equal $80,000 or more in any 12-month period; and (2) any
participant in the Papa John’s International, Inc. Management Incentive
Plan.  The Plan is intended to
constitute, and shall be administered to qualify as, a “top hat” plan exempt
from the requirements of the Employee Retirement Income Security Act of 1974,
as amended, pursuant to Labor Reg. §2520.104-23 and shall be maintained
strictly for a select group of management or highly compensated employees as
contemplated by said regulation.  For
purposes of Section 4, the term “Total Compensation” means an Eligible
Employee’s base salary, bonuses, and commissions.


 


2.                                      In all other respects, the
Plan is ratified, confirmed and approved.


 


***  *** 
***  ***  ***


 





















 


CERTIFICATE
OF CHAIRMAN


 


I, Jack A. Laughery, Chairman,
Compensation Committee of the Board of Directors of Papa John’s International,
Inc., certify that the foregoing Amendment No. 2 to the Papa John’s
International, Inc. Deferred Compensation Plan, was adopted by the Compensation
Committee on the 16th day of May, 2002.


 


 


	
   

  	
  PAPA JOHN’S INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jack A. Laughery

  	
   

  
	
   

  	
   

  	
  Jack A. Laughery, Chairman

  
	
   

  	
   

  	
  Compensation
  Committee

  of Board of Directors

  



 





















 


Amendment
No. 3


Papa John’s
International, Inc.


Deferred
Compensation Plan


 


WHEREAS, Papa John’s International,
Inc. (the “Company”) adopted the Papa John’s International, Inc. Deferred
Compensation Plan (the “Plan”) effective September 28, 1998; and


 


WHEREAS, the Company reserved the
right to amend the Plan in Section 12.2 thereof; and


 


WHEREAS, the Company desires to
amend the Plan so that the minimum annual election is prorated for newly
Eligible Employees, and so that participants may make quarterly changes to
their annual election,


 


NOW, THEREFORE, BE IT:


 


RESOLVED that the Plan is amended
and restated, effective January 1, 2003, as follows:


 


1.                                      Section 4.1(a) is
amended to read as follows:


 


Except as
otherwise provided herein, each Eligible Employee may elect in writing, in the
manner and on the form (“Election Form”) prescribed by the Committee, to defer
payment of all or any part of the Total Compensation which would otherwise be
paid to such Eligible Employee by the Company for services rendered.  Notwithstanding the foregoing, no deferral
election may reduce a Participant’s compensation from the Company to an amount
less than the sum of (i) the applicable employment taxes payable by the
Participant with respect to the amount deferred, (ii) withholding from
compensation required under the Company’s other benefit plans, and (iii) the income
taxes which the Company is required to withhold on the Participant’s taxable
compensation.  Furthermore, the minimum
amount which may be deferred in any Plan Year (as hereinafter defined) is
$5,000, except for a Newly Eligible Employee, the minimum deferral will be
prorated as follows: (i) if first eligible during the first quarter of the Plan
Year, the minimum deferral is $5,000, (ii) if first eligible during the second
quarter of the Plan Year, the minimum deferral is $3,750, (iii) if first
eligible during the third quarter of the Plan Year, the minimum deferral is
$2,500, and (iv) if first eligible during the fourth quarter of the Plan Year,
the minimum deferral is $1,250.  All
amounts deferred in accordance with the provisions of this Section 4.1(a),
together with the net earnings resulting from the deemed investment of such
deferred amounts, shall be fully vested except as otherwise provided in Section 7.4.


 





















 


2.                                      Section 4.1(b) is
amended to strike “Deferral elections with respect to commissions and bonuses
are irrevocable for the Plan Year for which made” from the final paragraph
thereof.


 


3.                                      Section 4.1(c) is
amended and restated to read as follows:


 


If a
Participant desires to change (as opposed to terminate) any deferral election,
they may do so by the filing of a new Election Form with the Committee. Such
election shall be effective as of the first full payroll period worked
beginning in the following calendar quarter if filed on or before the 15th
day of the previous calendar quarter.


 


4.  Section 4.1(d) is amended to read as
follows:


 


A
Participant may terminate their deferral election with respect to salary or
bonus at any time by giving written notice thereof to the Committee.  Such termination shall be effective with
respect to the first payroll period beginning after receipt of the termination
notice by the Committee.  If a
Participant has elected to terminate their deferral election with respect to
salary or bonus, the Eligible Employee may not again have salary or bonus
deferred until the following Plan Year.


 


5.                                      In all other respects, the
Plan is ratified, confirmed and approved.


 


***  *** 
***  ***  ***


 


CERTIFICATE
OF CHAIRMAN


 


I, Jack A. Laughery, Chairman,
Compensation Committee of the Board of Directors of Papa John’s International,
Inc., certify that the foregoing Amendment No. 3 to the Papa John’s
International, Inc. Deferred Compensation Plan, was adopted by the Compensation
Committee on the 1st day of October, 2002.


 


 


	
   

  	
  PAPA JOHN’S INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jack A. Laughery

  	
   

  
	
   

  	
   

  	
  Jack A. Laughery, Chairman

  
	
   

  	
   

  	
  Compensation
  Committee

  of Board of Directors