PAPA JOHN’S INTERNATIONAL, INC.
2003 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. Purpose. The purpose of this 2003 Stock Option Plan for Non-Employee Directors (“Plan”)
is to promote the interests of Papa John’s International, Inc. (“Company”), its subsidiaries and its stockholders by
encouraging non-employee directors to acquire an ownership interest in the Company. Such investments should
increase the personal interest and the special effort of such persons in working for the continued success and
progress of the Company. In addition, the incentives provided by the Plan should enhance the Company’s efforts
to attract and retain highly qualified non-employee directors.
2. Definitions. The following terms when used in this Plan (whether singular or plural form) shall
have the meanings set forth below, unless a different meaning is plainly required by the context.
a. Board. The Board of Directors of the Company.
b. Change in Control. A Change in Control shall occur upon the occurrence of an event
or events that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A promulgated under the Exchange Act; provided that, without
limitation, a Change in Control shall be deemed to have occurred if (i) any “person” or
“group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company’s then outstanding securities (other than the
Company or any employee benefit plan of the Company and other than John H.
Schnatter unless his beneficial ownership exceeds 40% of the combined voting power of
the Company’s then outstanding securities) (ii) stockhol