Exhibit 10.2 - Amendment to Chief Operating Officer Agreement
October 9, 1997
Xx. Xxxx X. Xxxx
0000 Xxxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
RE: 1998 Compensation Plan as Chief Operating Officer
Dear Xxxx:
This letter will memorialize our understanding as of April 8, 1997,
concerning your employment as Chief Operating Officer ("COO") of Papa John's
International, Inc. and Papa John's USA, Inc. for fiscal year 1998.
1. Position. As COO, you will be primarily responsible for the
development and operation of Company-owned and franchised Papa John's Pizza
stores system-wide. Such responsibilities shall include, without limitation,
reviewing markets and sites, supervising store-level operations and interacting
with the remainder of the Papa John's organization on behalf of your department.
You will report directly to the President. This Plan is based on our present
expectation that you would serve as COO through the fourth quarter of 1998.
During that time, we would work together to identify and train your replacement.
In the event we identify and properly train an agreed-upon candidate sooner, we
would support your decision to step down and concentrate on L-N-W and Bam-Bam.
2. Salary and Bonus. Your annualized salary shall be $150,000, payable
weekly. You will also be eligible for an annual bonus of up to $100,000. The
bonus will be paid quarterly subject to the criteria set forth in Section 4
below. The bonus will be prorated for any partial quarter.
3. Stock Options. You shall be granted options to purchase 150,000 shares
of Papa John's International, Inc. ("PJI") common stock at $27.00 per share
pursuant to a written Option Agreement and the PJI 1993 Stock Ownership
Incentive Plan (the "Plan").
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Xx. Xxxx X. Xxxx
October 9, 1997
Page 2.
4. Bonus Criteria.
A. Performance vs. Goal(1) Cash
Level (% above) Bonus(3)
----- --------- --------
Poor 2+ $ 2,500
Average 1.5 - 1.9 5,000
Good 0.1 - 1.4 10,000
Excellent At or below goal 12,500
% Increase Quarterly
B. Performance Comparable Cash
Level Sales (2) Bonus(3)
----- --------- --------
Poor 3.9 or less $ 2,500
Average 4.0 - 6.0 5,000
Good 6.1 - 9.4 10,000
Excellent 9.5+ 12,500
(1) For all Company-owned restaurants open more than 149 days. For
restaurants open 0-60 days -- FLM goal will be 80%; 61-149 days --
65%.
(2) For those restaurants open a full year.
(3) Cash bonus will be calculated and paid within 45 days after each of
the first three quarters and within 90 days after the close of the
fiscal year. The amounts for each level (i.e., poor - excellent) are
not cumulative. The amount earned under a particular level in A. is
added to the amount earned in a particular level in B.
5. Car Allowance. You will receive a car allowance of $500 per month. We
will also pay for the business use of your mobile telephone.
6. Operational Headquarters and Travel. You will be based in Orlando,
Florida. The decision to base you out of Orlando is centered on the fact that
we want operations to remain as unencumbered as possible from the day-to-day
administrative burdens which would naturally come from being based in the
Louisville corporate office. Of course, substantial interaction between
yourself and the remainder of the Company will remain necessary. You will have
a travel budget of up to $16,000 per period to cover commercial and charter air
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Xx. Xxxx X. Xxxx
October 9, 1997
Page 3.
travel to the corporate and franchise markets and the corporate office.
7. Prior Plans. This plan applies only for fiscal year 1998. In the
event Xxxx does not continue in the position of Chief Operating Officer
subsequent to December 27, 1998, for reasons other than cause, Xxxx'x employment
will continue as a consultant on mutually agreed-upon terms through December
1999. This compensation package replaces and supersedes all prior oral or
written understandings concerning your compensation for 1998. Your existing
plan, as outlined in the memorandum dated March 31, 1995, and as amended by the
Amendment to Chief Operating Officer Agreement dated February 12, 1996, shall
continue through fiscal year 1997, and shall terminate and be replaced by this
Plan on December 29, 1997.
Sincerely,
PAPA JOHN'S INTERNATIONAL, INC.
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxxx
Senior Vice President, Secretary
and General Counsel
CWS:kw
READ AND AGREED TO:
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
October 24, 1997
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