PAPA JOHN'S INTERNATIONAL, INC.
1999 TEAM MEMBER STOCK OWNERSHIP PLAN
AMENDED AND RESTATED AS OF OCTOBER 20, 1999
ARTICLE 1. PURPOSE
The purpose of the 1999 Team Member Stock Ownership Plan (the "Plan") is to enhance the ability of Papa
John's International, Inc. and its subsidiaries to secure and retain the services of persons eligible to participate in
the Plan and to provide incentives for such persons to exert maximum efforts for the success 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
(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