AMENDMENT TO PAPA JOHN'S STOCK OWNERSHIP PLAN
Published on August 13, 1997
Exhibit 10 Amendment to Papa John's International, Inc. 1993 Stock Ownership
Plan
1. Section 3.2 of the Plan is amended by adding at the end thereof the
following:
"Notwithstanding the foregoing, the Committee may not delegate its
responsibilities hereunder if such delegation would jeopardize compliance
with the "outside directors" requirement (or any other applicable
requirement) under section 162(m) of the Code."
2. The first sentence of Section 4.1 of the Plan is amended to read in its
entirety as follows:
"Subject to adjustment as provided in Section 4.3, the number of shares of
Common Stock reserved for issuance under the Plan is 4,737,500."
3. Section 6.2 of the Plan is amended by adding the following after the second
sentence of such section:
"The maximum number of shares in respect of which Options may be granted to
a Participant during any calendar year shall be 250,000 shares."
4. Section 8.1 of the Plan is amended by adding at the end thereof the
following:
"The maximum number of Performance Units which may be allocated to a
Participant during any calendar year shall be 150,000 Units."
5. Section 8.4 of the Plan is amended by adding at the end thereof the
following:
"The Committee shall establish Performance Goals applicable to a particular
fiscal year within ninety (90) days of the commencement of such fiscal year,
provided that the outcome of the Performance Goals is substantially
uncertain at the time of their adoption."
6. Section 8.8 of the Plan is amended by adding the following after the first
sentence of such section:
"The Committee shall certify that the Performance Goal(s) for awards of
Performance Units under the Plan have been satisfied prior to the
determination and payment of any such incentive in accordance with the
Plan."
7. Section 9.2 of the Plan is amended by adding at the end thereof the
following:
"Each Option and certain Performance Units granted under the Plan are
intended to be performance-based compensation within the meaning of Section
162(m) of the Code. The Committee shall not be entitled to exercise any
discretion otherwise authorized hereunder with respect to such Options or
Units if the ability to exercise such discretion or the exercise of such
discretion itself would cause the compensation attributable to such Options
or Units to fail to qualify as performance-based compensation."