EXHIBIT
10.2


 


PAPA
JOHN’S INTERNATIONAL, INC.


 


BOARD
OF DIRECTORS DEFERRED COMPENSATION PLAN


 


1.              PURPOSES.


 


1.1 Purposes. 
The purposes of this Board of Directors Deferred Compensation Plan (“Plan”)
of Papa John’s International, Inc., a Delaware corporation (“Company”), are to
provide a means for the members of the Board of Directors of the Company to
defer all or a portion of their Annual retainer, Service fees and any other
compensation paid for services as a Director (“Fees”), and to provide
flexibility to the Company in attracting and retaining new members for the
Board of Directors.


 


2.              ELIGIBILITY AND
PARTICIPATION.


 


2.1 Eligibility.  Any member of the Board of Directors who is
not a common law employee of the Company (“Director”) is eligible to participate
in the Plan.


 


2.2 Participation.  A Director 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.  No Director may decide, determine or act on
any matter that affects the amount, distribution, nature or method of
settlement of solely his or her Account, except in exercising an election
available to that Director in his or her capacity as a Participant.


 


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 Director may elect in writing, in the manner
and on the form (“Election Form”) prescribed by the Committee, or via the Plan
Administrator’s website, if available, to defer payment of all or any part of
the Fees which would otherwise be paid to such Director by the Company for
services rendered as a Director. 
Notwithstanding the foregoing, no deferral election may reduce a
Participant’s compensation from the Company to an amount less than the income
taxes that the Company is required to withhold on the Participant’s taxable
compensation. The minimum amount which may be deferred in any Plan Year (as
hereinafter defined) is $5,000.  All
amounts deferred in accordance with 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) A deferral
election shall be effective if filed on or before December 15 of any Plan
Year (as hereinafter defined) with the first payment made on or after January 1
of the following Plan Year; provided, however, that in the case of a newly
elected Director, if the deferral election is made within 30 days of the date
of commencement of services as a Director, the election shall be effective with
respect to Fees payable after the deferral election is filed. Once an election
has been made with respect to Fees, it shall remain in effect with respect to
all future Fees 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).  Deferral elections are irrevocable for the
Plan Year for which made.


 


(c) If a
Participant desires to change or 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 Plan Year if filed on or before December 15 of
the previous Plan Year.


 


4.2 Account. 
An Account shall be established for each Participant.  Deferred Fees will be credited to the
Participant’s Account as soon as administratively feasible following receipt of
such Fees by the Plan Administrator.  A
Participant’s Account shall be credited or debited, as applicable, with the net
investment return or loss of the deemed investment of the amount in the 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 the Company, in its sole discretion, makes
Discretionary Contributions (as hereinafter defined) on behalf of any
Participant in accordance with the provisions of Section 5.1, the Account
shall also be credited with such Discretionary Contributions.


 


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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 Account of one or more Participants.  Except with respect to vesting, Discretionary
Contributions shall be treated in the same manner as a Participant’s Deferred
Fees.  All Discretionary Contributions
shall be deemed invested in the same manner as the balance of the Participant’s
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 Participant 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 any method that the Committee shall determine.


 


6.              DEEMED INVESTEMENTS.


 


6.1 Investment Options.  The Company, from time to time, shall
determine the investments that the Participants may select in which to have the
amounts in his or her Account 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.  Participants, at the time of their initial
deferral election, shall specify on the Election Form the Specified Investments
in which the amounts in their Account will be deemed invested.  Participants may elect to have all of the
amount in his or her Account deemed invested in one Specified Investment or in
multiple Specified Investments.  All
selections of Specified Investments shall be in whole percentages.  If notice of a change in the selected
Specified Investment is received in accordance with procedures established by
the Committee, prior to midnight PST, the change shall be effective as of the
next business day.


 


6.3         Earnings on Deemed Investments.  The earnings on a Participant’s deemed
investments will be credited to his or her Participant’s Account as
earned.  If a Participant changes the
Specified Investments in which the amount in their 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 Account as
of the effective date of the deemed sale. 
Unless paid by the Company in its sole discretion, expenses that are specific
to a Participant’s Account, including expenses in connection with installment
payments, shall be debited solely to such Participant’s Account.


 


6.4       Assumption of Investment Risk.  The Participant agrees to assume all risk in
connection with any investment election and election change, including any
decrease in the value of the Participant’s Account which is notionally invested
pursuant to the Participant’s investment election.  Neither the Committee nor the Company nor any
of their agents shall be liable for any loss resulting from administrative
delays in crediting


 


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contributions to a Participant’s Account or
in implementing notional changes in investment elections.


 


7.               PAYMENT OF DEFERRED AMOUNTS.


 


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


 


7.2 Payment Upon Termination of Service.  Payment of the vested amount in an Account
shall be made to the Participant, or, if the Participant is deceased, to the
Participant’s Beneficiary, as soon as administratively possible following the
date on which the Participant ceases to be a member of the Board of
Directors.  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 Account with respect to deferrals for any Plan Year by specifying
on the Election Form with respect to such plan 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 service 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 Account (“Non-Scheduled
Distribution”).  Such Non-Scheduled
Distribution will be paid within 30 days of the receipt of the notice, or as
soon as administratively feasible, by the Committee.  If a Participant makes such an election, (i)
the Participant shall forfeit an amount equal to 10% 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 hardship
withdrawal be paid of some or all of the amount in the Participant’s Account
for any of the following reasons:


 


(a)                                  An
illness or accident affecting the Participant or the Participant’s dependent(s)
(as defined in Section 152(a) of the Internal Revenue Code).


 


(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.


 


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The Committee shall decide, in its sole and
absolute discretion, whether a hardship withdrawal shall be made pursuant to
this Section 7.5.  No amount shall
be payable under this Section 7.5 unless the reason for the payment is the
occurrence of sudden and unforeseeable circumstances.  College tuition and the purchase of a home
are not considered unforeseeable.  Upon
approval of a Participant’s request for a hardship withdrawal, deferrals under
the Plan shall be suspended for one full Plan year following the
withdrawal.  No hardship withdrawal shall
be permitted to the extent that the hardship is or may be relieved through
reimbursement by insurance or otherwise, by liquidation of the Participant’s
assets (to the extent the liquidation would not itself cause severe financial
hardship) or by cessation of deferrals under the Plan.


 


7.6 Installment Payments.


 


(a)     A Participant’s Account shall
be paid in installments at the time a Participant terminates service with the
Board if at least one year prior to termination of service the Participant
filed an election with the Committee requesting that the amount in such
Participant’s Account be paid in installments, and if either:


 


(1) At the
time the Participant terminates service with the Board, the balance of the
Participant’s Account equals or exceeds $50,000 and the Participant has been a
member of the Board for at least three years; or


 


(2) The
Participant’s service as a Director terminates because the Participant is
disabled.


 


(b)    If 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 that portion of the Participant’s Account with respect to which an
installment election is in effect shall be paid in installments at the time a
Participant terminates service with the Board.


 


(c)     If a Participant has elected
installment payments, then the amount in such Participant’s 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 in the Participant’s installment election.  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 according to the schedule in
effect on the date of the Participant’s death, unless the Participant has
elected a lump sum payment.  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
service.  Installments shall be paid from
a Participant’s Account and Specified Investments on a pro rata basis, and the
amounts of the installments shall be calculated, in accordance with procedures
established by the Committee in its sole discretion.


 


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(d)    A Participant shall be
disabled for purposes of this Section 7.6 if they are entitled to receive
disability payments under the Social Security Act.


 


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 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. 
If no Beneficiary is designated, the Beneficiary shall be the
Participant’s estate.  The Committee,
upon making a reasonable effort to ascertain the identity of the proper
Beneficiary or Beneficiaries to receive any amounts payable pursuant to these
provisions shall be entitled to rely on information reasonably available to it,
and upon making any payments provided herein to any Beneficiary believed in
good faith by the Committee to be entitled thereto, shall have no further
liability to any person for such payments. 
If the Participant designates multiple Beneficiaries, the Beneficiaries
living at the Participant’s death will, unless otherwise directed in writing,
share equally in the death benefit.


 


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 all purposes, including
Federal income taxes, and the assets of the trust shall be subject to the
claims of the general creditors of the Company. 
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.  The sole interest of the Participants and
Beneficiaries to the assets of the trust shall be as general creditors of the
Company.


 


10.       PLAN YEAR.


 


10.1 Plan Year. 
The fiscal year of the Plan (“Plan Year”) shall be the calendar year.


 


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.


 


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12.       MISCELLANEOUS.


 


12.1 Assignability.  No right to receive payments or other
benefits hereunder shall be transferable, assignable or alienable by a
Participant or Beneficiary and shall not be subject to alienation by operation
of law or legal process, except (subject to 12.4) 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
vested or accrued rights under the Plan.


 


12.3 Continued Service.  Nothing in the Plan, nor any action taken
under the Plan, shall be construed as giving any Participant a right to
continue as a member of the Board of Directors 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 Accounts is for
bookkeeping purposes only and shall not create any fund for any Participant or
Beneficiary.  The Company is not
obligated to acquire or set aside any particular assets for the discharge of
its obligations, nor shall any Participant or Beneficiary have any property
rights in any particular assets held by the Company or the trustee of the Rabbi
Trust, whether or not held for the purpose of funding the Company’s obligations
hereunder.  Any funds of the Company set
aside, or held in the Rabbi Trust, for the payment of benefits under the Plan
shall be subject to the claims of the general creditors of the Company.


 


12.5 Offsets. 
As a condition to eligibility to participate in the Plan, each
Participant consents to the deduction from amounts otherwise payable under the
Plan to the Participant and the Participant’s Beneficiaries of all amounts owed
by the Participant to the Company and its affiliates to the maximum extent
permitted by applicable law.


 


12.6 Claims Procedures.  Any person who believes he or she is being
denied any rights or benefits under the Plan may file a claim in writing with
the Committee.  If the claim is denied
(in whole or part), the Committee will notify the claimant of its decision in
writing.  The notification will be
written in a manner intended to be understood by the claimant and will contain
(a) reasons for the denial, (b) reference to pertinent Plan provisions, (c) a
description of additional material or information that is needed, and (d)
information as to the steps to be taken if the claimant wishes to submit a
request for review.  The notification
will be given within 90 days after the claim is received by the Committee (or
within 180) days, if special circumstances require an extension of time for
processing the claim, and if written notice of the extension and circumstances
is given to the claimant within the initial 90 day period).  If notification is not given within this
period, the claim will be considered denied as of the last day of such period
and the claimant may request review of the claim


 


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12.7 Review Procedure.  Within 60 days of the receipt by the claimant
of the written notice of denial of the claim, or within 60 days after the claim
is deemed denied, if applicable, the claimant may file a written request with
the Committee that it conduct a review of the claim, including the conducting
of a hearing, if considered necessary by the Committee.  In connection with the claimant’s appeal of
the denial of a benefit, the claimant may review pertinent documents and may
submit issues and comments in writing. 
The Committee shall make a decision on the claim appeal not later than
60 days after the receipt of the claimant’s request for review, unless special
circumstances (such as the need to hold a hearing, if necessary) require an
extension of time for processing, in which case the 60 day period may be
extended to 120 days.  The Committee
shall notify the claimant in writing of any extension.  The decision upon review shall (a) include
specific reasons for the decision, (b) be written in a manner intended to be
understood by the claimant, and (c) contain references to the Plan provisions
on which the decision is based.


 


12.8 Limitation of Actions  No lawsuit with respect to any benefit
payable or other matter arising out of or relating to the Plan may be brought
before exhaustion of the claim and review procedures set forth in Sections 12.6
and 12.7, and any lawsuit must filed no later than twelve months after the
claim is finally denied, or twelve months after the event(s) giving rise to the
claim occurred if earlier, or be forever barred.


 


12.9 General Limitation of Liability  Subject to applicable laws, and the Company’s
Articles of Incorporation and Bylaws, as in effect from time to time, neither
the Board of Directors, the Committee, nor any other person shall be liable,
either jointly or severally, for any act or failure to act or for anything
whatsoever in connection with the Plan, or the administration thereof, except,
and only to the extent thereof, liability imposed because of willful
misconduct.


 


12.10 Governing Law.  The Plan shall be governed by, and construed
in accordance with the laws of the Commonwealth of Kentucky without regard to
its conflict of law rules.


 


12.11 ERISA. 
It is intended that the Plan be an unfunded plan maintained primarily
for the purpose of providing deferred compensation for non-employee members of
the Board of Directors of the Company. 
As such, the Plan is intended to be excluded from coverage under 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 6th day
of November, 2003.


 


	
   

  	
  PAPA JOHN’S INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles W. Schnatter

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Corporate Secretary

  



 


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