NPC INTERNATIONAL, INC. DEFERRED COMPENSATION AND RETIREMENT PLAN As Amended and Restated Effective July 1, 2013

"Acquiring Person" means any one person, or more than one person acting as a group. For purposes of this definition, persons will not be considered to be “acting as a group” solely because they purchase or own stock or assets of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

"Affiliate" means a corporation, trade or business that, together with the Company, is treated as a single employer under Code Section 414(b) or (c).

"Adopting Employer" means an Affiliate who, with the consent of the Company, has adopted the Plan for the benefit of its Executives.

"Board" means the Board of Directors of the Company.

"Beneficiary" means the persons or entities designated pursuant to Section 9 who are to receive, upon a Participant's death, payment of the amounts credited to the Participant's Deferral Account and the Nonforfeitable amounts credited to his Vesting Account as of the date of his death.

"Bonus Compensation" with respect to an active Participant or eligible Executive means the active Participant's or eligible Executive's bonus compensation for the period to which his relevant Bonus Compensation

"Bonus Compensation Deferral Election" means the election made by an active Participant or eligible Executive, pursuant to Section 4.2, to defer receipt of a portion of his Bonus Compensation earned by him in the calendar year to which the election relates.

"Change of Control" means the occurrence of a "Change in the Ownership of the Company," a "Change in Effective Control of the Company", or a "Change in the Ownership of a Substantial Portion of the Company's Assets" as such terms are further defined below provided, in each case, that such event is also a change in control event for purposes of Code Section 409A:

Change in the Ownership of the Company. A Change in the Ownership of the Company shall occur if any Acquiring Person, other than one or more Excluded Persons (as defined below), acquires ownership of stock of the Company that, together with stock held by such Acquiring Person, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. If an Acquiring Person owns 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by such Acquiring Person shall not constitute a Change in Ownership of the Company. An increase in the percentage of stock owned by any Acquiring Person, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this paragraph. In addition, this paragraph applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction.

Change in Effective Control of the Company. A Change in Effective Control of the Company shall occur if either:

any Acquiring Person, other than one or more Excluded Persons (as defined below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35 percent or more of the total voting power of the stock of the Company, or

A majority of members of the Company’s board of directors is replaced during any 12-month period by directors whose

Change in the Ownership of a Substantial Portion of the Company's Assets. A Change in the Ownership of a Substantial Portion of the Company's assets shall occur if any Acquiring Person, other than one or more Excluded Persons (as defined below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total Gross Fair Market Value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions, except for transfers of assets described below. A transfer of assets by the Company is not treated as a Change in the Ownership of a Substantial Portion of the Company's Assets if the assets are transferred to:

a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

an entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

a person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock of the Company; or

an entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in subparagraph (iii).

"Code" means the Internal Revenue Code of 1986, as amended.

"Committee" means the Compensation Committee of the Board.

"Company" means NPC International, Inc., a Kansas corporation.

"Company Discretionary Contribution" means the amount deposited by a Participating Employer and credited by the Trustee pursuant to Section 5.2 to the Deferral Account or Vesting Account maintained by the Trustee on behalf of an active Participant or eligible Executive. Company Discretionary Contributions may be Class A Contributions or Class B Contributions. Unless otherwise so designated in writing, all Company Discretionary Contributions shall be Class A Contributions.

"Company Matching Contribution" means the amount (if any) deposited by a Participating Employer and credited by the Trustee pursuant to Section 5.1 to the Deferral Account or Vesting Account maintained by the Trustee on behalf of an active Participant or eligible Executive.

"Compensation" with respect to an Executive means the Executive's taxable wages reportable on Form W-2 (as defined below) from a Participating Employer, less (i) Bonus Compensation, and (ii) gains from the exercise of stock options granted by the Company, payable to the Executive during the pay period to which the relevant Compensation Deferral Election relates. Compensation reportable on Form W-2 shall include only the following items of compensations: regular pay, overtime, vacation pay, jury duty pay, bereavement pay, short term disability pay, holiday pay, supplemental pay, tips reported, beeper pay and shift differential pay. For the avoidance of doubt, compensation reportable on Form W-2 shall not include field and corporate fleet reimbursements, auto allowance, taxable moving expenses or similar items of de minimis compensation paid to reimburse an Executive for an expense incurred or otherwise adjust for a benefit that otherwise could be a nontaxable benefit (e.g., long-term disability gross-up payments).

"Compensation Deferral Election" means the election made by an active Participant or eligible Executive, pursuant to Section 4.1, to defer receipt of all or a portion of his Compensation earned in the calendar year to which the election relates.

"Deferral Account" means the account maintained by the Trustee under the Trust, on behalf of a Participant, to which a Participating Employer deposits and the Trustee credits at the direction of a Participating Employer (i) the Compensation and Bonus Compensation the Participant elects to defer pursuant to his Compensation Deferral Election and/or Bonus Compensation Deferral Election, and (ii) the Company Matching Contributions and Company Discretionary Contributions pursuant to Sections 5.1 and 5.2 which are entirely Nonforfeitable when made. Although this Plan may refer to a Deferral Account as "the Participant's Deferral Account" or as "his Deferral Account," the amounts credited to such Deferral Account shall at all times be subject to the terms and conditions of the agreement and declaration

"Employer" means, with respect to Executives it employs, the Company and each Affiliate.

"Executive" means an employee of a Participating Employer who is:

in a select group of management or highly paid employees;

exempt from the minimum wage and maximum hour requirements of the Fair Labor Standards Act, as described in 29 U.S.C. § 213(a) and regulations promulgated thereunder; and

a "highly compensated employee" within the meaning of Code Section 414(q), or a regional manager, or both. With respect to a newly hired employee, if the employee's annualized projected Compensation and Bonus Compensation for his first calendar year of employment exceed the limit described in Code Section 414(q)(B)(i), he shall be considered a "highly compensated employee" for such first calendar year of employment, for purposes of this Plan.

"Gross Fair Market Value" means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

"Nonforfeitable," as applied to Company Matching Contributions and Company Discretionary Contributions (and earnings thereon) deposited by a Participating Employer and credited by the Trustee at the direction of a Participating Employer to a Participant's Deferral Account or Vesting Account, means the portion of such deposits and credits to which the Participant or his Beneficiary are "vested" in accordance with the vesting rules described in Section 8 and the other terms and conditions of the Plan, subject only to the claims of a Participating Employer's general creditors as described in the agreement and declaration establishing the Trust.

"Participant" means a person who has amounts currently deposited and credited to a Deferral Account or Vesting Account, or both, maintained by the Trustee on his behalf pursuant to the terms of the Plan. An active Participant is a Participant who is actively employed by a Participating Employer as an Executive and who is actively participating in the Plan.

"Participating Employer" means the Company and each Adopting Employer.

"Separation from Service" or "Separates from Service" means a Participant's death, retirement or other termination from employment with the Employer.

"Specified Employee" means a Participant that would be a "specified employee" as defined in Code Section 409A(a)(2)(B)(i) and Department of Treasury regulations and other interpretive guidance issued thereunder.

"Trust" means the NPC International, Inc. Deferred Compensation and Retirement Plan Group Trust

"Trustee" means Great Plains Trust Company or the bank or trust company designated as its successor trustee under the agreement and declaration establishing the Trust.

"Vesting Account" with respect to a Participant means the account maintained by the Trustee under the Trust, on behalf of the Participant, to which a Participating Employer deposits and the Trustee credits at the direction of a Participating Employer the Company Matching Contributions (if any) and/or Company Discretionary Contributions (if any) pursuant to Sections 5.1 and 5.2 and which are not entirely Nonforfeitable when made. Although this Plan may refer to a Vesting Account as "the Participant's Vesting Account" or as "his Vesting Account," the amounts credited to such Vesting Account shall at all times be subject to the terms and conditions of the agreement and declaration establishing the Trust, and thus subject to the claims of a Participating Employer's general creditors.

"Vesting Service" with respect to a Participant means the aggregate total of the Participant's whole years (and fractional portions of years) of employment by the Employer, its predecessors and successors. The Committee may designate, from time to time and in its sole discretion, such other service (either for the Employer or otherwise) that shall be, or shall not be, considered Vesting Service with respect to any particular Participant or eligible Executive, or with respect to any Participating Employer or any predecessor or successor thereto.

He qualifies as an Executive with respect to such year; and

He is not eligible to participate, in such calendar year, in the Company's qualified cash or deferred arrangement under Code Section 401(k); and

The Committee has selected such Executive to participate with respect to such year; where the Committee has once selected the Executive to participate, and such Executive ceases to be eligible with respect to a year due solely to his eligibility to participate in the Company's qualified cash or deferred arrangement for such year, and the Executive thereafter (for a subsequent year) ceases to be eligible to participate in the cash or deferred arrangement he shall automatically be eligible to recommence participation in this Plan without further approval by the Committee, provided the Executive continues to meet the definition of "Executive" and the Committee has not affirmatively declared the Executive to be ineligible.

Timing and Nature of Compensation Deferral Election. An active Participant or eligible Executive described in the preceding paragraph may make a Compensation Deferral Election, prior to December 31 of any calendar year,

Elections by Newly Eligible Executives. Notwithstanding anything in this Section 4.1 to the contrary, an Executive who first becomes an eligible Executive during a calendar year (and has not otherwise been eligible to participate in a nonqualified deferred compensation plan of the same type which would be aggregated with this Plan under Code Section 409A) may make the election described in subsection (a) above, as applicable, within 30 days after the date he first becomes an eligible Executive. Such an election shall be effective only with respect to Compensation earned after the date of the election.

Uniform Payroll Deductions. Amounts deferred pursuant to this Section shall be deducted from the Participant's Compensation on a uniform basis for each pay period during the portion of the calendar year to which the Compensation Deferral Election relates.

Crediting of Deferred Amounts. As soon as practicable after Compensation subject to a Compensation Deferral Election would, but for the provisions of this Plan, be payable to an active Participant or eligible Executive, a Participating Employer shall deposit with the Trustee, and direct the Trustee to credit to his Deferral Account, the amount of the Compensation that the active Participant or eligible Executive elected to defer.

Timing and Nature of Bonus Compensation Deferral Election. An Active Participant or eligible Executive described in the preceding paragraph may make a Bonus Compensation Deferral Election, prior to December 31 of any calendar year, to defer receipt of any percentage (up to 75%) of his Bonus Compensation, in whole numbers (e.g., 1%, 7%, etc.), earned in and payable with respect to the following calendar year. An active Participant or eligible Executive who elects to defer more than 75% of his Bonus Compensation shall be deemed to have elected to defer 75% of his Bonus Compensation.

Elections by Newly Eligible Executives. Notwithstanding anything in this Section 4.2 to the contrary, when an Executive first becomes an eligible Executive, he may make the election described in subsection (a) above, as applicable (to be applied to the Bonus Compensation earned by and payable to him with respect to the calendar year in which he is first an eligible Executive), within 30 days after the date he first becomes an eligible Executive. Such an election shall be effective only with respect to the portion

Crediting of Deferred Amounts. As soon as practicable after Bonus Compensation that is subject to a Bonus Compensation Deferral Election would, but for the provisions of this Plan, be payable to an active Participant or eligible Executive, a Participating Employer shall deposit with the Trustee, and direct the Trustee to credit to his Deferral Account, the amount of the Bonus Compensation the active Participant or eligible Executive elected to defer.

Compensation and Bonus Compensation. An active Participant or eligible Executive shall, in his Compensation Deferral Election and/or Bonus Compensation Deferral Election (as the case may be), elect to receive payment of the deferred amount (and earnings thereon):

upon the Participant's Separation from Service;

on a specified date at least two years after the calendar year to which the deferral election applies;

the earlier of the Participant's Separation from Service or the date specified in (2) above;

the earlier of the Participant's Separation from Service or a Change of Control; or

the earlier of (i) the Participant's Separation from Service, (ii) the date specified in (2) above or (iii) a Change of Control.

Company Matching Contributions. Any discretionary Company Matching Contribution (and earnings thereon) deposited with the Trustee and credited on behalf of a Participant on account of his deferral of Compensation and/or Bonus Compensation shall be paid at the time at which is paid the deferred Compensation and/or deferred Bonus Compensation to which such Company Matching Contribution relates.

Company Discretionary Contributions. Prior to a calendar year with respect to which a Participating Employer may deposit with the Trustee, and direct the Trustee to credit, a Company Discretionary Contribution on behalf of a Participant, an active Participant or Executive may elect, with respect to any such credit of a Company Discretionary Contribution, to receive payment thereof (and earnings thereon), on a date or event described in subsections (1), (2), (3), (4) or (5) of subsection (a) above. Such an election will be effective only with respect to a Company Discretionary Contribution that becomes fixed and determined after the date of such election. In the event no such election is made, the active Participant or eligible Executive shall be deemed to have elected to receive payment of such Company Discretionary Contribution upon Separation from Service.

No Payment of Forfeitable Amounts. Notwithstanding anything in this Section 6.1 to the contrary, payment of Company Matching Contributions or Company Discretionary Contributions deposited

Exceptions. Notwithstanding anything in subsections (a) or (b) above, or in any other provision of the Plan, the following additional rules apply to the time at which amounts are payable by this Plan:

Death of Participant. The balance of a Participant's Deferral Account, and the Nonforfeitable balance of his Vesting Account, shall be paid to the Participant’s Beneficiary in a single, lump-sum payment within the 90-day period immediately following the Participant's death. If such 90-day period spans two taxable years, in no event will the Participant's Beneficiary be able to select, directly or indirectly, the applicable tax year of such payment.

Disability of Participant. The balance of a Participant's Deferral Account, and the Nonforfeitable balance of his Vesting Account, shall be paid to the Participant upon the Participant's disability. Any such payment shall be paid to the Participant in a single, lump-sum payment within the 90-day period immediately following the Participant's disability. If such 90-day period spans two taxable years, in no event will the Participant be able to select, directly or indirectly, the applicable tax year of such payment. For this purpose, "disability" of a Participant shall be deemed to have occurred if the Participant (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of Company. For purposes of this Plan, it is not necessary that a determination of disability be made by the Social Security Administration, but a Participant who is determined to be totally disabled by the Social Security Administration shall be deemed to have suffered a disability for purposes of this Plan.

Unforeseeable Emergency. Upon application by the Participant, distributions from a Participant's Deferral Account, and the Nonforfeitable balance of his Vesting Account, may be paid to the Participant in the event of an Unforeseeable Emergency.

an illness or accident of the service provider or beneficiary, the service provider's or beneficiary's spouse, or the service provider's or beneficiary's dependent (as defined in Code Section 152(a));

loss of the service provider's or beneficiary's property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster);

the imminent foreclosure of or eviction from the service provider's or beneficiary's primary residence;

the need to pay for the funeral expenses of a spouse or a dependent; or

other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the service provider or beneficiary.

Final Payment from Trust. The final payment from the Trust to a Participant or Beneficiary may be adjusted to account for prior overpayments or underpayments attributable to estimates of earnings allocable to prior distributions of deferred Compensation, deferred Bonus Compensation,

Compensation and Bonus Compensation. Each active Participant or eligible Executive shall, in his Compensation and Bonus Compensation Deferral Elections, elect the form in which the Plan shall pay his deferred Compensation and Bonus Compensation (and earnings thereon). Such election of the form of payment shall apply to that Compensation Deferral Election and/or Bonus Compensation Deferral Election (as the case may be) and earnings thereon. Such an active Participant or eligible Executive may elect that such amounts be paid:

in a single lump sum;

in five substantially equal annual installments, adjusted annually for earnings on the unpaid balance (each payable during the first 75 days of such succeeding installment calendar year); or

in ten substantially equal annual installments, adjusted annually for earnings on the unpaid balance (each payable during the first 75 days of such succeeding installment calendar year).

Company Matching Contributions. Any Company Matching Contribution (and earnings thereon) deposited with the Trustee and credited on behalf of a Participant on account of his deferral of Compensation and/or Bonus Compensation shall be paid in the form in which is paid the deferred Compensation and/or deferred Bonus Compensation to which such Company Matching Contribution relates.

Company Discretionary Contributions. Each active Participant or eligible Executive shall, in the annual deferral election concerning Company Discretionary Contributions that the Participating Employer may make on his behalf, elect the form in which the Plan shall pay any Company Discretionary Contribution (and earnings thereon) made with respect to the year to which the election relates. The active Participant or eligible Executive may elect that such amounts be paid in any of the forms described in subsections (1), (2)

Subsequent Changes in Form of Payment. Subject to limitations stated in the next sentence, a Participant was permitted during 2008 to change his election as to the form and timing of payment of deferred Compensation, Bonus Compensation and/or a Company Discretionary Contribution (and earnings thereon). Notwithstanding the foregoing an election that was not an initial election but was made between January 1, 2008 and December 31, 2008 was not effective for benefits payable in 2008. Installment payments shall be treated as a series of payments for purposes of the subsequent payment election rules of Code Section 409A. After December 31, 2008, upon application to the Committee, and with the approval in its sole discretion of the Committee, a Participant may make a subsequent election to receive payment of deferred Compensation, Bonus Compensation and/or a Company Discretionary Contribution (and earnings thereon) in any of the forms described in paragraphs (1), (2) or (3) of subsection (a) above, notwithstanding the initial election as to form as reflected in the pertinent deferral election form(s), provided that the following conditions are met and provided further that such subsequent election does not result in any additional income or excise tax pursuant to Code Section 409A:

such election may not take effect until at least 12 months after the date on which the election is made;

the payments that are subject to such election (excluding payments upon death, disability, unforeseeable emergency or change of control) must be delayed at least 5 years from the date the payments would have otherwise been made; and

in the case of a distribution upon a specified date or age, such election is made at least 12 months prior to the date the payment is scheduled to be paid (or in the case of installment payments, 12 months prior to the date the first amount was scheduled to be paid).

Exceptions. Notwithstanding anything in subsections (a), (b) or (c) above, or any other provision of the Plan, the following additional rules apply to the form in which amounts are payable by this Plan:

Death of Participant. Notwithstanding the provisions contained in subsections (a) and (c) of this section upon a Participant's death, all benefits payable under the Plan shall be paid in a single lump sum.

Disability of Participant. Subject to the requirements of subsections (a) and (c) of this section, a Participant may elect the form in which payments made pursuant to subsection 6.1(c)(2) shall be made. If

Unforeseeable Emergency. Payments made pursuant to subsection 6.1(c)(3) shall be made in a single lump sum.

Specified Employee. Any payment to be made to a Participant upon his or her Separation from Service while the Participant is a Specified Employee shall be delayed until the first day of the seventh month following the Participant's Separation from Service to the extent required under Code Section 409A.

instruct the Trustee to decline to honor Participant's requests,

direct the Trustee to invest amounts deposited and credited to Deferral Accounts and/or Vesting Accounts in another manner, or

permit the Trustee to invest amounts deposited and credited to Deferral Accounts and/or Vesting Accounts in the manner the Trustee considers most appropriate.

Deferred Compensation and Bonus Compensation. In no event shall a Participant's Deferred Compensation or Bonus Compensation be deposited and credited other than to his Deferral Account.

Company Matching Contributions. Company Matching Contributions shall be deposited and credited to an active Participant's or eligible Executive's Deferral Account only if at the time such Company Matching Contributions are made (i) the active Participant or eligible Executive is 100% vested pursuant to the vesting schedule set forth in Section 8.2(a) below, and the Committee has not elected to apply additional vesting requirements to such

Company Discretionary Contributions. Class A Company Discretionary Contributions shall be deposited and credited to an active Participant's or eligible Executive's Deferral Account only if at the time such Company Discretionary Contributions are made the active Participant or eligible Executive is 100% vested pursuant to the vesting schedule set forth in Section 8.2(a) below.

Company Matching Contributions. Company Matching Contributions (and earnings thereon) deposited and credited to a Participant's Vesting Account shall be considered Nonforfeitable (that is, the Participant shall be considered "vested" in such amounts) according to the following vesting schedule:

Company Discretionary Contributions. Class A Company Discretionary Contributions (and earnings thereon) deposited and credited to a Participant's Vesting Account shall be considered Nonforfeitable according the schedule described in (a) above (without regard to the last paragraph thereof).

Termination Prior to Vesting. In the event a Participant terminates employment (by death, total and permanent disability, retirement or otherwise) prior to the date on which the Company Matching Contributions and/or Company Discretionary Contributions (and earnings thereon) deposited and credited to his Vesting Account are considered Nonforfeitable, such forfeitable Contributions shall thereafter be considered forfeited by the Participant and, to the extent permitted by the agreement and declaration establishing the Trust, shall remain in the Plan and shall be used by a Participating Employer to offset the Participating Employer's contributions for the year in which the forfeitures arose or in future years; provided however, that such forfeitures shall at all time be subject to the terms and conditions of the agreement and declaration establishing the Trust, and thus subject to the claims of the Participating Employer's general creditors. A Participant shall not be deemed to have terminated his employment, notwithstanding his failure to perform services for the Employer, to the extent he remains on the Employer's rolls during a period of authorized paid or unpaid leave of absence.

Payment of Forfeitable Contributions. In the event amounts deposited and credited to an active Participant’s Vesting Account would, but for this Section 8.2, be payable to him prior to the date on which such Contributions are considered Nonforfeitable pursuant to subsections (a) or (b) above, payment of such Contributions shall be deferred until the date on which such Contributions are considered Nonforfeitable due to additional Vesting Service accrued by the active Participant. Payment shall be made not later than the 15th day of the third calendar month after the close of each calendar year in which such Contributions become Nonforfeitable.

On the date it is personally delivered to the Committee (or its designee), or

Five business days after it is sent by registered or certified mail, addressed to the Committee (or its designee) at the Company's address.