Exhibit 10.2
RESOLUTIONS FOR ADOPTION BY
THE BOARD OF DIRECTORS OF
PAPA JOHN’S INTERNATIONAL, INC.
JULY 23, 2001
AMENDMENT TO
1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
WHEREAS , the Board of Directors of Papa John’s International, Inc. (the “Company”), has
adopted the 1993 Stock Option Plan for Non-Employee Directors (the “Director Plan”); and
WHEREAS , the Director Plan has been approved by the Company’s stockholders; and
WHEREAS , the Board has approved the Company’s institution of a new compensation
program contemplating the payment of fees to non-employee directors for service on the Board
and the Board’s committees; and
WHEREAS, in light of the new non-employee director compensation program, the Board
desires to amend the Director Plan to suspend any stock option grants under the Director Plan
during the pendency of an alternative compensation program for the Company’s non-employee
directors;
NOW, THEREFORE, BE IT :
RESOLVED , that the Director Plan shall be amended as follows:
A new Section 4(f) of the Plan shall be added, as follows:
(f) OTHER NON-EMPLOYEE DIRECTOR
COMPENSATION PROGRAMS. Notwithstanding any other
provision in the Plan, no grants or awards of Options shall be made to a
Non-Employee Director under the Plan if, at the time such grant or
award otherwise would be made, the Company has in effect any other
compensation program applicable to such Non-Employee Director
(other than the reimbursement of expenses), unless the terms of such
other program specifically provide that grants or awards of Options
under the Plan shall be made in addition to the compensation provided
under such program.
FURTHER RESOLVED, that the proper officers of the Company be and they hereby are
authorized in the name and on behalf of the Company to take all steps and do all things necessary
and proper to carry out and effect the intent of these resolutions.
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FURTHER RESOLVED, that the pro