Exhibit 10.1 AGREEMENTAND RELEASE

 

2.

From the Separation Date through June 30, 2009 (“Consulting Period”), Van Epps shall provide consulting services to Papa John’s as needed by the company to assist in the transition of his responsibilities.  Van Epps understands and agrees to work the number of hours per week needed to fulfill his assignments and responsibilities, but in no event shall he be required to work more than 10 hours per week.  Van Epps agrees that in performing consulting services, he will be an independent contractor and not an employee or agent of Papa John's, and that he will not hold himself out to third parties as an officer or employee of Papa John's.

 

3.

Upon execution of this Agreement and Release, Papa John’s shall provide Van  Epps the following benefits, as specific consideration for the release and waiver contained in Paragraph 4 below, to which Van  Epps is not otherwise entitled:

 

(e)

Should Van Epps elect COBRA continuation coverage of any health or dental benefits provided by Papa John’s, Papa John’s shall pay Van Epps’ COBRA premiums for a period of nine months after the Separation Date.  Van Epps is entitled to no other payments, stock options, or stock grants from Papa John’s, except as outlined below.

 

(k)

The parties acknowledge that Van Epps’ employment agreement with Papa John’s terminated as of December 31, 2008, and that this Agreement and Release supersedes all terms and conditions contained in the employment agreement.

 

3.

Van Epps, for himself and his heirs, personal representatives, successors and assigns, does hereby release and forever discharge Papa John’s, its successors, assigns, agents, representatives, employees, officers, directors, trustees, and shareholders, insurers, reinsurers and any affiliated corporations or entities of any type or nature, from any and all causes of action, claims, demands, suits, damages, sums of money, attorneys’ fees, and/or judgments (hereinafter “damages”) arising at any time prior to and through the date of the execution of this Agreement and Release which might have been asserted against Papa John’s, its successors, assigns, agents, representatives, employees, officers, directors, trustees, shareholders, insurers, reinsurers and any affiliated corporations or entities by Van Epps, or on his behalf, including but not limited to any which may have been asserted against Papa John’s by or on behalf of Van  Epps relating to his employment by Papa John’s or the separation of his employment, including credited but unused vacation pay pursuant to Papa John’s policy, profit sharing plans, stock option plans, retirement plans or any benefit plans of any type or nature, and any claims for discrimination of any type under any federal, state or local law or regulation, including, but not limited to, claims under the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991, and the Family and Medical Leave Act, as amended, the Americans with Disabilities Act, except for any claims arising under this Agreement and Release.

 

7.

Van Epps acknowledges that: (a) Papa John’s business is international in scope, its processes and technologies having wide application throughout the U.S. and the world; (b) Papa John’s competes with persons having access to markets and capital similar or superior to that possessed by it; (c) the restrictive covenants applicable to Van Epps will not prevent Van Epps from obtaining other gainful employment after separating from Papa John’s; (d) the provisions of this Section 7 are reasonable and necessary in order to protect Papa John’s business; and (e) Van Epps has consulted with, or been advised by Papa John’s that he should consult with, independent legal counsel concerning this Agreement and Release.  In consideration of the foregoing acknowledgments by Van Epps, and in consideration of the payments or benefits to be paid or provided to Van Epps by Papa John’s under this Agreement and Release, Van Epps covenants and agrees that he will not, directly or indirectly during the period of, and except in the course of, his employment hereunder, and for three (3) years after the Separation Date, on behalf of himself or any person, engage or invest in, solicit investment in, own, manage, operate, finance, control, be employed by or associated with, provide services or advice to, be a director of, or participate in the ownership, management, operation, or development of, or otherwise be associated or connected with, (i)  any business which directly or indirectly operates pizza restaurants, (ii) any food service manufacturing and/or distribution business which serves any pizza restaurant chains with 400 or more restaurants at any time during Van Epps’ tenure with Papa John’s, (iii) any other food or restaurant business which Papa John’s may develop or acquire during Van Epps’ tenure with Papa John’s or (iv) any business that derives more than 10% of its gross sales from the sale of pizza or pizza-related products; provided, however, that nothing herein will preclude Van Epps from owning and holding not more than one percent (1%) of any class of securities of any enterprise if such securities are listed on any national or regional exchange or have been registered under Section 12(g) of the Securities Act of 1934; or without the prior written consent of Papa John’s, during the period of, and except in the course of, his employment hereunder, and for three (3) years after termination of employment hereunder solicit any of Papa John’s direct or remote clients, contractors, employees or other related parties.

10.

Van Epps agrees to cooperate fully with Papa John’s in all its business dealings and make himself available to Papa John’s for participation in all business and/or legal proceedings, as needed by Papa John’s.  Van Epps agrees he will not voluntarily participate or testify in any proceeding adverse to Papa John’s, except to the extent required by law.  Van Epps agrees he will notify Papa John’s within three (3) business days by contacting the office of General Counsel in response to any order, subpoena, deposition notice, or any other discovery request issued by or through a state or federal court or governmental agency or any other authority having the power to issue such an order, subpoena, deposition notice, or discovery request.  Van Epps further agrees not to disparage or make derogatory comments about Papa John’s, its successors, assigns, agents, representatives, employees, officers, directors, trustees, shareholders, insurers, reinsurers and any affiliated corporations or entities, or John H. Schnatter and/or his family and/or other officers or employees of Papa John’s at any time after the Separation Date.

15.

Should this Agreement and Release be held invalid or unenforceable (in whole or in part) with respect to any particular claims or circumstances, it shall remain fully valid and enforceable as to all other claims and circumstances.

17.

This Agreement and Release shall not be valid unless signed by both parties.