EXHIBIT 10.2
PAPA JOHN'S INTERNATIONAL, INC.
1993 STOCK OWNERSHIP INCENTIVE PLAN
ARTICLE 1. PURPOSE
The purpose of this 1993 Stock Ownership Incentive Plan is to advance the
interests of Papa John's International, Inc. and its subsidiaries, by
encouraging employees who will largely be responsible for the long-term success
and development of the Company to acquire and retain an ownership interest in
the Company. The Plan is also intended to provide flexibility to the Company in
attracting and retaining such employees and stimulating their efforts on behalf
of the Company.
ARTICLE 2. DEFINITIONS AND CONSTRUCTION
2.1 Definitions. As used in the Plan, terms defined parenthetically
immediately after their use shall have the respective meanings provided by such
definitions, and the terms set forth below shall have the following meanings (in
either case, such meanings shall apply equally to both the singular and plural
forms of the terms defined):
(a) "Award" shall mean, individually or collectively, a grant under the
Plan of Options, Restricted Stock or Performance Units.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Cause" shall mean (i) the failure by a Participant to render services
to the Company, which failure amounts to gross neglect or gross insubordination,
(ii) the commission by a Participant of an act of fraud or embezzlement against
the Company, or (iii) a Participant being convicted of a felony, or failing to
contest a felony prosecution.
(d) A "Change in Control" shall mean (i) the acquisition by any person
after the date hereof of beneficial ownership of 50% or more of the voting power
of the Company's outstanding voting stock, (ii) three or more of the current
members of the Board ceasing to be members of the Board (unless any replacement
director is elected by a vote of either at least 75% of the remaining directors,
or of at least 75% of the shares entitled to vote on such replacement) or (iii)
approval by the stockholders of the Company of (a) a merger or consolidation of
the Company with another corporation if the stockholders of the Company
immediately before such vote will not, as a result of such merger or
consolidation, own more than 50% of the voting stock of the corporation result
ing from such merger or consolidation, or (b) a complete liquidation of the
Company or sale of all, or substantially all, of the assets of the Company.
Notwithstanding the foregoing, a Change in Control shall not occur solely
because 50% or more of the voting stock of the Company is acquired by (i) a
trust which is part of an employee benefit plan maintained by the Company or its
Subsidiaries or (ii) a corporation which, immediately following such
acquisition, is owned
directly or indirectly by the stockholders of the Company in the same proportion
as their ownership of stock in the Company immediately prior to such
acquisition.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, or any successor thereto.
(f) "Committee" shall mean the committee described in Section 3.1.
(g) "Common Stock" shall mean shares of the Company's common stock, par
value $.01 per share.
(h) "Company" shall mean Papa John's International, Inc., a Delaware
corporation.
(i) "Disability" shall mean a physical or mental infirmity which the
Committee determines impairs the Participant's ability to perform substantially
his or her duties for a period of 180 consecutive days.
(j) "Effective Date" shall mean April 15, 1993, the date the Plan was
adopted by the Board.
(k) "Employee" shall mean an individual who is a full-time employee of the
Company or a Subsidiary.
(l) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
(m) "Fair Market Value" of a share of Common Stock shall mean, as of any
applicable date, the closing sale price of the Common Stock on the NASDAQ
National Market System or any national or regional stock exchange on which the
Common Stock is then traded. If no such reported sale of the Common Stock shall
have occurred on such date, Fair Market Value shall mean the closing sale price
of the Common Stock on the next preceding date on which there was a reported
sale. If the Common Stock is not listed on the NASDAQ National Market System or
a national or regional stock exchange, the Fair Market Value of a share of
Common Stock as of a particular date shall be determined by such method as shall
be determined by the Committee.
(n) "ISOs" shall have the meaning given such term in Section 6.1.
(o) "NQSOs" shall have the meaning given such term in Section 6.1.
(p) "Option" shall mean an option to purchase shares of Common Stock
granted pursuant to Article 6.
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(q) "Option Agreement" shall mean an agreement evidencing the grant of an
Option as described in Section 6.2.
(r) "Option Exercise Price" shall mean the purchase price per share of
Common Stock subject to an Option, which shall not be less than the Fair Market
Value on the date of grant.
(s) "Participant" shall mean any Employee selected by the Committee to
receive an Award under the Plan.
(t) "Performance Goals" shall have the meaning given such term in Section
8.4.
(u) "Performance Period" shall have the meaning given such term in Section
8.3.
(v) "Performance Unit" shall mean the right to receive a payment from the
Company upon the achievement of specified Performance Goals as set forth in a
Performance Unit Agreement.
(w) "Performance Unit Agreement" shall mean an agreement evidencing a
Performance Unit Award, as described in Section 8.2.
(x) "Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof,
including a "group" as defined in Section 13(d).
(y) "Plan" shall mean this Papa John's International, Inc. 1993 Stock
Ownership Incentive Plan as the same may be amended from time to time.
(z) "Restriction Period" shall mean the period determined by the Committee
during which the transfer of shares of Common Stock is limited in some way or
such shares are otherwise restricted or subject to forfeiture as provided in
Article 7.
(aa) "Restricted Stock" shall mean shares of Common Stock granted pursuant
to Article 7 as to which the restrictions have not lapsed.
(ab) "Restricted Stock Agreement" shall mean an agreement evidencing a
Restricted Stock Award, as described in Section 7.2.
(ac) "Retirement" shall mean retirement by a Participant in accordance with
the terms of the Company's retirement or pension plans, if any, or, if the
Company has no such plans, then retirement after reaching age 65.
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(ad) "Subsidiary" shall mean, with respect to any company, any corporation
or other Person of which a majority of its voting power, equity securities, or
equity interest is owned, directly or indirectly, by such company.
2.2 Gender and Number. Unless otherwise indicated by the context,
reference to the masculine gender shall include the feminine gender, the plural
shall include the singular and the singular shall include the plural.
2.3 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.
ARTICLE 3. ADMINISTRATION
3.1 The Committee. The Plan shall be administered by the Compensation
Committee of the Board, or by any other committee (the "Committee") appointed by
the Board consisting of two or more directors of the Company who are
"disinterested persons" within the meaning of Rule 16b-3 (or any successor
provision) promulgated under the Exchange Act. The members of the Committee
shall be appointed from time to time by, and shall serve at the discretion of,
the Board.
3.2 Authority of the Committee. Subject to the provisions of the Plan,
the Committee shall have full authority to:
(a) select Participants to whom Awards are granted;
(b) determine the size, types and frequency of Awards granted under the
Plan;
(c) determine the terms and conditions of Awards, including any
restrictions or conditions to the Award, which need not be identical;
(d) cancel or modify, with the consent of the Participant, outstanding
Awards and to grant new Awards in substitution therefor;
(e) accelerate the exercisability of, and accelerate or waive any or all
the restrictions and conditions applicable to, any Award, for any reason;
(f) extend the duration of an Option exercise period or term of an Award;
(g) construe and interpret the Plan and any agreement or instrument entered
into under the Plan;
(h) establish, amend and rescind rules and regulations for the Plan's
administration; and
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(i) amend the terms and conditions of any outstanding Award to the extent
such terms and conditions are within the discretion of the Committee as provided
in the Plan.
The Committee shall have sole discretion to make all other determinations which
may be necessary or advisable for the administration of the Plan. To the extent
permitted by law and Rule 16b-3 promulgated under the Exchange Act, the
Committee may delegate its authority as identified hereunder.
3.3 Decisions Binding. 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, its stockholders, Employees, Participants and
their estates and beneficiaries.
3.4 Section 16 Compliance; Bifurcation of Plan. It is the intention of
the Company that the Plan and the administration of the Plan comply in all
respects with Section 16(b) of the Exchange Act and the rules and regulations
promulgated thereunder. If any Plan provision, or any aspect of the
administration of the Plan, is found not to be in compliance with Section 16(b)
of the Exchange Act, the provision or administration shall be deemed null and
void, and in all events the Plan shall be construed in favor of its meeting the
requirements of Rule 16b-3 promulgated under the Exchange Act. Notwithstanding
anything in the Plan to the contrary, the Board or the Committee, in its
discretion, may bifurcate the Plan so as to restrict, limit or condition the use
of any provision of the Plan to Participants who are subject to Section 16 of
the Exchange Act without so restricting, limiting or conditioning the Plan with
respect to other Participants.
ARTICLE 4. SHARES AVAILABLE UNDER THE PLAN
4.1 Number of Shares. Subject to adjustment as provided in Section , the
number of shares of Common Stock reserved for issuance under the Plan is
3,487,500. Any Common Stock issued under the Plan may consist, in whole or in
part, of authorized and unissued shares or treasury shares. If and to the
extent an Award shall expire or terminate for any reason without having been
exercised in full (including a cancellation and regrant of an Option), or shall
be forfeited, without, in either case, the Participant having realized any of
the economic benefits of a shareholder (such as the receipt of dividends or
other distributions paid on shares of Restricted Stock), the shares (including
Restricted Stock) associated with such Awards shall again become available for
Awards under the Plan.
4.2 Shares of Restricted Stock Available Under the Plan. Subject to
adjustment as provided in Section , the number of shares of Common Stock which
may be the subject of Awards granted in the form of Restricted Stock is limited
to 225,000 shares.
4.3 Adjustments in Authorized Shares and Outstanding Awards. In the event
of any change in the corporate structure of the Company affecting the Common
Stock, including a
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merger, reorganization, consolidation, recapitalization, reclassification,
split-up, spin-off, separation, liquidation, stock dividend, stock split,
reverse stock split, share repurchase, share combination, share exchange,
issuance of warrants or debentures, the Committee may substitute or adjust the
total number and class of shares of Common Stock or other stock or securities
which may be issued under the Plan, and the number, class and/or price of shares
subject to outstanding Awards, as it, in its discretion, determines to be
appropriate and equitable to prevent dilution or enlargement of the rights of
Participants and to preserve, without exceeding, the value of any outstanding
Awards; provided, however, that the number of shares subject to any Award shall
always be a whole number.
ARTICLE 5. ELIGIBILITY AND PARTICIPATION
All Employees of the Company and its Subsidiaries are eligible to receive
Awards under the Plan. In selecting Employees to receive Awards under the Plan,
as well as in determining the number of shares subject to, and the other terms
and conditions applicable to, each Award, the Committee shall take into
consideration such factors as it deems relevant in promoting the purposes of the
Plan, including the duties of the Employees, their present and potential
contribution to the success of the Company and their anticipated number of years
of active service remaining with the Company or a Subsidiary.
ARTICLE 6. STOCK OPTIONS
6.1 Grant of Options. Subject to the terms and provisions of the Plan,
the Committee may grant Options to Participants at any time and from time to
time, in the form of options which are intended to qualify as incentive stock
options within the meaning of section 422 of the Code ("ISOs"), Options which
are not intended to so qualify ("NQSOs") or a combination thereof.
6.2 Option Agreement. Each Option shall be evidenced by an Option
Agreement that shall specify the Option Exercise Price, the duration of the
Option, the number of shares to which the Option relates and such other
provisions as the Committee may determine or which are required by the Plan.
The Option Agreement shall also specify whether the Option is intended to be an
ISO or a NQSO and shall include such provisions applicable to the particular
type of Option granted.
6.3 Duration of Options. Subject to the provisions of Section , each
Option shall expire at such time as is determined by the Committee at the time
of grant; provided, however, that no Option shall at the time of grant be
exercisable later than the tenth anniversary of its grant.
6.4 Exercise of Options. Options shall be exercisable at such times and
be subject to such restrictions and conditions as the Committee shall approve at
the time of grant, which need not be the same for each grant or for each
Participant. Options shall be exercised by delivery to the Company of a written
notice of exercise, setting forth the number of shares with respect to
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which the Option is to be exercised and accompanied by full payment of the
Option Exercise Price and all applicable withholding taxes.
6.5 Payment of Option Exercise Price. The Option Exercise Price for
shares of Common Stock as to which an Option is exercised shall be paid to the
Company in full at the time of exercise either (a) in cash in the form of
currency or other cash equivalent acceptable to the Company, (b) by tendering
Common Stock having a Fair Market Value (at the close of business on the date
the Company receives the notice of exercise) equal to the Option Exercise Price,
(c) any other reasonable consideration that the Committee may deem appropriate
or (d) by a combination of the forms of consideration described in (a), (b) and
(c) of this Section . The Committee may permit the cashless exercise of Options
as described in Regulation T promulgated by the Federal Reserve Board, subject
to applicable securities law restrictions, or by any other means which the
Committee determines to be consistent with the Plan's purpose and applicable
law.
6.6 Vesting Upon Change in Control. Upon a Change in Control, any then
outstanding Options held by Participants shall become fully vested and
immediately exercisable.
6.7 Termination of Employment. If the employment of a Participant is
terminated for Cause, all then outstanding Options of such Participant, whether
or not exercisable, shall terminate immediately. If the employment of a
Participant is terminated for any reason other than for Cause, death, Disability
or Retirement, to the extent then outstanding Options of such Participant are
exercisable, such Options may be exercised by such Participant or his personal
representative at any time prior to the earlier of (a) the expiration date of
the Options or (b) the date which is 90 days after the date of such termination
of employment. In the event of the Retirement of a Participant, to the extent
then outstanding Options of such Participant are exercisable, such Options may
be exercised by the Participant (c) in the case of NQSOs, within one year after
the date of Retirement and (d) in the case of ISOs, within 90 days after
Retirement; provided, however, that no such Options may be exercised on a date
subsequent to their expiration. In the event of the death or Disability of a
Participant while employed by the Company or a Subsidiary, all then outstanding
Options of such Participant shall become fully vested and immediately
exercisable, and may be exercised at any time within one year after the date of
death or determination of Disability; provided however that no such Options may
be exercised on a date subsequent to their expiration. Options may be exercised
as provided in this Section 6.7 (e) in the event of the death of a Participant,
by the person or persons to whom rights pass by will or by the laws of descent
and distribution, or if appropriate, the legal representative of the decedent's
estate and (f) in the event of the Disability of a Participant, by the
Participant, or if such Participant is incapacitated, by the Participant's legal
representative.
ARTICLE 7. RESTRICTED STOCK
7.1 Grant of Restricted Stock. Subject to the terms and provisions of the
Plan, the Committee may grant shares of Restricted Stock to Participants at any
time and from time to time
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and upon such terms and conditions as it may determine. The purchase price for
shares of Restricted Stock shall be determined by the Committee, but shall not
be less than the par value of the Common Stock, except in the case of treasury
shares, for which no payment need be required.
7.2 Restricted Stock Agreement. Each Restricted Stock grant shall be
evidenced by a Restricted Stock Agreement which shall specify the Restriction
Period, the number of shares of Restricted Stock granted and such other
provisions as the Committee may determine and which are required by the Plan.
7.3 Non-Transferability of Restricted Stock. Except as provided in this
Article 7, shares of Restricted Stock may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated until the end of the applicable
Restriction Period as specified in the Restricted Stock Agreement, or upon
earlier satisfaction of any other conditions determined at the time of grant
specified in the Restricted Stock Agreement. Except as provided in Section 7.9,
however, in no event may any Restricted Stock become vested in a Participant
subject to Section 16(b) of the Exchange Act prior to 6 months following the
date of its grant.
7.4 Other Restrictions. The Committee shall impose such other
restrictions on shares of Restricted Stock as it may deem advisable, including,
without limitation, restrictions based upon the achievement of specific
performance goals (relating to the Company, a Subsidiary or regional or other
operating division of the Company), years of service and/or restrictions under
applicable Federal or state securities laws. The Committee may provide that any
share of Restricted Stock shall be held (together with a stock power executed in
blank by the Participant) in custody by the Company until any or all
restrictions thereon shall have lapsed.
7.5 Forfeiture. The Committee shall determine and set forth in a
Participant's Restricted Stock Agreement such events upon which a Participant's
shares of Restricted Stock shall be forfeitable, which may include, without
limitation, the termination of a Participant's employment during the Restriction
Period. Any such forfeited shares of Restricted Stock shall be immediately
returned to the Company by the Participant and the Participant shall only
receive the amount, if any, paid by the Participant for such Restricted Stock.
7.6 Certificate Legend. In addition to any legends placed on certificates
pursuant to Section 7.4, each certificate representing shares of Restricted
Stock shall bear the following legend:
"The sale or other transfer of the shares represented by this
Certificate, whether voluntary, involuntary or by operation of law, is
subject to certain restrictions on transfer as set forth in the Papa
John's International, Inc. 1993 Stock Ownership Incentive Plan, and in
the related Restricted Stock Agreement. A copy of the Plan and
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such Restricted Stock Agreement may be obtained from the Secretary of
Papa John's International, Inc."
7.7 Removal of Restrictions. Except as otherwise provided in this Article
7, shares of Restricted Stock shall become freely transferable by the
Participant and no longer subject to forfeiture after the last day of the
Restriction Period. Once the shares of Restricted Stock are released from their
restrictions, the Participant shall be entitled to have the legend required by
Section 7.6 removed from the Participant's share certificate, which certificate
shall thereafter represent freely transferable and nonforfeitable shares of
Common Stock free from any and all restrictions under the Plan.
7.8 Voting Rights; Dividends and Other Distributions. Unless the
Committee exercises its discretion as provided in Section 7.10, during the
Restriction Period, Participants holding shares of Restricted Stock may exercise
full voting rights, and shall be entitled to receive all dividends and other
distributions paid with respect to such Restricted Stock. If any dividends or
distributions are paid in Common Stock, such Common Stock shall be subject to
the same restrictions as the shares of Restricted Stock with respect to which
they were paid.
7.9 Lapse of Restrictions Upon Change in Control. Upon a Change in
Control, any restrictions and other conditions pertaining to then outstanding
shares of Restricted Stock held by Participants, including, but not limited to,
vesting requirements, shall lapse and such shares shall thereafter be
immediately transferable and nonforfeitable.
7.10 Treatment of Dividends. At the time shares of Restricted Stock are
granted to a Participant, the Committee may, in its discretion, determine that
the payment of dividends, or a specified portion thereof, declared or paid on
such shares shall be deferred until the lapse of the restrictions with respect
to such shares, such deferred dividends to be held by the Company for the
account of the Participant. In the event of such deferral, there may be
credited at the end of each year (or portion thereof) interest on the amount of
the account during the year at a rate per annum as the Committee, in its
discretion, may determine. Deferred dividends, together with interest accrued
thereon, if any, shall be (a) paid to the Participant upon the lapse of
restrictions on the shares of Restricted Stock as to which the dividends related
or (ii) forfeited to the Company upon the forfeiture of such shares by the
Participant.
7.11 Termination of Employment. If the employment of a Participant is
terminated for any reason other than death or Disability prior to the expiration
of the Restriction Period applicable to any shares of Restricted Stock then held
by the Participant, such shares shall thereupon be forfeited immediately by the
Participant and returned to the Company, and the Participant shall only receive
the amount, if any, paid by the Participant for such Restricted Stock. If the
employment of a Participant is terminated as a result of death or Disability
prior to the expiration of the Restriction Period applicable to any shares of
Restricted Stock then held by the Participant, any restrictions and other
conditions pertaining to such shares then held by the Participant, including,
but not limited to, vesting requirements, shall immediately lapse and such
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shares shall thereafter be immediately transferable and nonforfeitable.
Notwithstanding anything in the Plan to the contrary, the Committee may
determine, in its sole discretion, in the case of any termination of a
Participant's employment other than for Cause, that the restrictions on some or
all of the shares of Restricted Stock awarded to a Participant shall immediately
lapse and such shares shall thereafter be immediately transferable and
nonforfeitable.
ARTICLE 8. PERFORMANCE UNITS
8.1 Grant of Performance Units. The Committee may, from time to time and
upon such terms and conditions as it may determine, grant Performance Units
which will become payable to Participant upon achievement of specified
Performance Goals.
8.2 Performance Unit Agreement. Each Performance Unit grant shall be
evidenced by a Performance Unit Agreement that shall specify the Performance
Goals, the Performance Period and the number of Performance Units to which it
pertains.
8.3 Performance Period. The period of performance ("Performance Period")
with respect to each Performance Unit shall be such period of time, which shall
not be less than one year, nor more than five years, as determined by the
Committee, for the measurement of the extent to which Performance Goals are
attained. The Performance Period may commence prior to the date of grant of the
Performance Unit to which it relates.
8.4 Performance Goals. The goals ("Performance Goals") that are to be
achieved with respect to each Performance Unit shall be those objectives
established by the Committee as it deems appropriate, and which may relate to
the net income, growth in net income, earnings per share, growth of earnings per
share, return on equity or return on capital, of the Company, or any other
performance objectives relating to the Company, a Subsidiary or regional or
other operating unit of the Company, or the individual Participant. Each
Performance Unit Agreement shall specify a minimum acceptable level of
achievement with respect to the Performance Goals below which no payment will be
made and shall set forth a formula for determining the payment to be made if
performance is at or above such minimum based upon a range of performance levels
relating to the Performance Goals.
8.5 Adjustment of Performance Goals. The Committee may adjust Performance
Goals and the related minimum acceptable level of achievement if, in the sole
judgment of the Committee, events or transactions occur subsequent to the date
of grant which are unrelated to the performance of the Participant and which the
Committee expects to have a substantial effect on the ability of the Participant
to attain the Performance Goals. If a Participant is promoted, demoted or
transferred to a Subsidiary or different operating division of the Company
during a Performance Period, then, to the extent that the Committee determines
the Performance Goals or Performance Period are no longer appropriate, the
Committee may, but shall not be required to, adjust, change or eliminate the
Performance Goals or the applicable Performance Period as it
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deems appropriate in order to make them appropriate and comparable to the
initial Performance Goals or Performance Period.
8.6 Termination of Employment. If the employment of a Participant shall
terminate prior to the expiration of the Performance Period for any reason other
than for death, Disability or Retirement, the Performance Units then held by the
Participant shall terminate. In the case of termination of employment by reason
of death, Disability or Retirement of a Participant prior to the expiration of
the Performance Period, any then outstanding Performance Units of such
Participant shall be payable in an amount equal to the maximum amount payable
under the Performance Unit multiplied by a percentage equal to the percentage
that would have been earned under the terms of the Performance Unit Agreement
assuming that the rate at which the Performance Goals have been achieved as of
the date of such termination of employment would have continued until the end of
the Performance Period; provided, however, that if no maximum amount payable is
specified in the Performance Unit Agreement, the amount payable shall be such
amount as the Committee shall determine is reasonable.
8.7 Payment Upon Change in Control. Upon a Change in Control, any then
outstanding Performance Units shall become fully vested and immediately payable
in an amount which is equal to the greater of (a) the maximum amount payable
under the Performance Unit multiplied by a percentage equal to the percentage
that would have been earned under the terms of the Performance Unit Agreement
assuming that the rate at which the Performance Goals have been achieved as of
the date of such Change in Control would have continued until the end of the
Performance Period or (b) the maximum amount payable under the Performance Unit
multiplied by the percentage of the Performance Period completed by the
Participant at the time of the Change in Control; provided, however, that if no
maximum amount payable is specified in the Performance Unit Agreement, the
amount payable shall be such amount as the Committee shall determine is
reasonable.
8.8 Payment of Performance Units. Subject to such terms and conditions as
the Committee may impose, and unless otherwise provided in the Performance Unit
Agreement, Performance Units shall be payable within 90 days following the end
of the Performance Period during which the Participant attained at least the
minimum acceptable level of achievement under the Performance Goals, or 90 days
following a Change in Control, as applicable. The Committee, in its discretion,
may determine at the time of payment required in connection with a Performance
Unit whether such payment shall be made (a) solely in cash or (b) up to 50% in
shares of Common Stock (valued at their Fair Market Value as of the close of
business on the date of payment) with the balance in cash; provided, however,
that if a Performance Unit becomes payable upon a Change in Control, the
Performance Unit shall be paid solely in cash.
8.9 Designation of Beneficiary. Each Participant may, from time to time,
name any beneficiary or beneficiaries (who may be named contingently or
successively) to whom the right to receive payments under a Performance Unit is
to be paid in case of the Participant's death before receiving any or all such
payments. Each such designation shall revoke all prior
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designations by the Participant, shall be in a form prescribed by the Company
and shall be effective only when filed by the Participant in writing with the
Committee during the Participant's lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.
ARTICLE 9. AMENDMENT, MODIFICATION AND TERMINATION
9.1 Termination Date. The Plan shall terminate on the earliest to occur
of (a) the tenth anniversary of the Effective Date, (b) the date when all shares
of Common Stock available under the Plan shall have been acquired and the
payment of all benefits in connection with Performance Unit Awards has been made
or (c) such other date as the Board may determine in accordance with Section .
9.2 Amendment, Modification and Termination. The Board may, at any time,
amend, modify or terminate the Plan. However, without the approval of
stockholders of the Company (as may be required by the Code, Section 16 of the
Exchange Act and the rules promulgated thereunder, any national securities
exchange or system on which the Common Stock is then listed or reported or a
regulatory body having jurisdiction with respect hereto), no such amendment,
modification or termination may:
(a) materially increase the benefits accruing to Participants under the
Plan;
(b) materially increase the total number of shares of Common Stock which
may be issued under the Plan, except as provided in Section ; or
(c) materially modify the class of Employees eligible to participate in the
Plan.
The Committee may amend the terms of any Award, prospectively or retroactively,
but no such amendment shall impair the rights of any Participant without such
Participant's consent.
9.3 Awards Previously Granted. No amendment, modification or termination
of the Plan shall in any manner adversely affect any outstanding Award without
the written consent of the Participant holding such Award.
ARTICLE 10. NON-TRANSFERABILITY
A Participant's rights under this Plan may not be assigned, pledged or
otherwise transferred other than by will or the laws of descent and
distribution, except that upon a Participant's death, the Participant's rights
to payment pursuant to a Performance Unit may be transferred to a beneficiary
designated in accordance with Section . Notwithstanding anything herein to the
contrary, in the case of NQSOs, the Committee may, in its sole discretion, by
appropriate provisions in the Participant's Option Agreement, permit the
Participant to transfer all or a portion of the Option, without consideration,
to (i) the Participant's spouse or lineal
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descendants ("Family Members"), (ii) a trust for the exclusive benefit of Family
Members, (iii) a charitable remainder trust of which the Participant and/or
Family Members are the exclusive beneficiaries (other than the charitable
beneficiary), or (iv) a partnership or a limited liability company in which the
Participant and Family Members are the sole partners or members, as applicable.
In the event that any Option is transferred by a Participant in accordance with
the pro visions of the immediately preceding sentence, then subsequent transfers
of the Option by the transferee shall be prohibited. For purposes of the Option
Agreement and the Plan, the term "Optionee" shall be deemed to refer to the
transferee wherever applicable, and the provisions of Section 6.7 regarding
termination of employment shall refer to the Participant, not the transferee,
but the transferee shall be permitted to exercise the Option during the period
provided for in Section 6.7 and the Participant's Option Agreement following the
Participant's termination of em ployment.
ARTICLE 11. NO GRANTING OF EMPLOYMENT RIGHTS
Neither the Plan, nor any action taken under the Plan, shall be construed
as giving any Employee the right to become a Participant, nor shall
participation in, or any grant of an Award under, the Plan be construed as
giving a Participant any right with respect to continuance of employment by the
Company. The Company expressly reserves the right to terminate, whether by
dismissal, discharge or otherwise, a Participant's employment at any time, with
or without Cause, except as may otherwise be expressly provided by any written
agreement of employment between the Company and the Participant.
ARTICLE 12. WITHHOLDING
12.1 Tax Withholding. A Participant shall remit to the Company an amount
sufficient to satisfy Federal, state and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any grant, exercise or lapse of restrictions made under, or occurring as a
result of, the Plan.
12.2 Share Withholding. If the Company has a withholding obligation upon
the issuance of Common Stock under the Plan, a Participant may, subject to the
discretion of the Committee, elect to satisfy the withholding requirement, in
whole or in part, by having the Company withhold shares of Common Stock having a
Fair Market Value on the date the withholding tax is to be determined equal to
the amount required to be withheld under applicable law. Notwithstanding the
foregoing, the Committee may, by the adoption of rules or otherwise, modify the
provisions of this Section 12.2 or impose such other restrictions or limitations
on such elections as may be necessary to insure that such elections will be
exempt transactions under Section 16(b) of the Exchange Act.
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ARTICLE 13. INDEMNIFICATION
No member of the Board or the Committee, nor any officer or Employee acting
on behalf of the Board or the Committee, shall be personally liable for any
action, determination or interpretation taken or made with respect to the Plan,
and all members of the Board, the Committee and each and any officer or Employee
of the Company acting on their behalf shall, to the extent permitted by law, be
fully indemnified and protected by the Company with respect to any such action,
determination or interpretation.
ARTICLE 14. SUCCESSORS
All obligations of the Company with respect to Awards granted under the
Plan shall be binding on any successor to the Company, whether the existence of
such successor is a result of a direct or indirect purchase, merger,
consolidation or otherwise, of all or substantially all of the business and/or
assets of the Company.
ARTICLE 15. GOVERNING LAW
The Plan shall be governed by, and construed in accordance with, the laws
of the State of Delaware without regard to its conflict of laws rules; provided,
however, that with respect to ISOs, the Plan and all agreements under the Plan
shall be construed so that they qualify as incentive stock options within the
meaning of section 422 of the Code.
IN WITNESS WHEREOF, Papa John's International, Inc. has caused this 1993
Stock Ownership Incentive Plan to be executed by its Board of Directors this
15th day of April, 1993.
PAPA JOHN'S INTERNATIONAL, INC.
By: /s/ John H. Schnatter
----------------------------------------
John H. Schnatter
Chairman of the Board
Changes to Plan Document:
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The number of shares reserved for issuance under the Plan has been adjusted to
reflect (i) a 3-for-2 stock split, effected in the form of a 50% stock dividend,
effective March 25, 1996 for holders of record on March 12, 1996, and (ii) a 3-
for-2 stock split, effected in the form of a 50% stock dividend, effective
November 22, 1996 for holders of record on November 8, 1996.
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Revised to reflect amendments approved by the Board of Directors on February 14,
1996 and stockholders on May 22, 1996.
Revised to reflect amendments approved by the Board of Directors October 29,
1996.
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