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102
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
3.1 Our Amended and Restated Certificate of Incorporation. Exhibit 3.1 to our Registration
Statement on Form S-1 (Registration No. 33-61366) is incorporated herein by reference.
3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Papa
John’s International, Inc. Exhibit 3 to our Quarterly Report on Form 10-Q for the
quarterly period ended June 29, 1997, is incorporated herein by reference.
3.3 Our Restated By-Laws. Exhibit 3.1 to our Report on Form 8-K dated December 5, 2007
is incorporated herein by reference.
4.1 Specimen Common Stock Certificate. Exhibit 4.1 to our Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 (Commission File No. 0-21660) is
incorporated herein by reference.
4.2 Amended and Restated Certificate of Incorporation and Restated By-Laws (see 3.1, 3.2
and 3.3 above) is incorporated herein by reference.
4.3 Stockholder Protection Rights Agreement dated February 14, 2000, by and between Papa
John’s International, Inc. and National City Bank, as Rights Agent (including the form of
Certificate of Designation of Preferences and Rights and the form of Rights Certificate).
Exhibit 4 of our Form 8-A dated February 16, 2000 is incorporated herein by reference.
4.4 Amendment dated December 24, 2002, to the Stockholder Protection Rights Agreement
dated February 14, 2000, by and between Papa John’s International, Inc. and National
City Bank, as Rights Agent. Exhibit 10.2 to our report on Form 10-K for the fiscal year
ended December 29, 2002 is incorporated herein by reference.
10.1* Amended and Restated 2003 Stock Option Plan for Non-Employee Directors, Amended
and Restated as of January 13, 2006. Exhibit 10 to our Registration Statement on Form
S-8 (Registration No. 333-138427) dated November 3, 2006 is incorporated herein by
reference.
10.2* Papa John’s International, Inc. 1999 Team Member Stock Ownership Plan, Amended and
Restated as of December 6, 2006. Exhibit 10.1 to our report on Form 10-K for the fiscal
year ended December 31, 2006 is incorporated herein by reference.
10.3* Form of Papa John’s International, Inc. Non qualified Stock Option Agreement - 1999
Team Member Stock Ownership Plan. Exhibit 10.2 to our report on Form 10-K for the
fiscal year ended December 31, 2006 is incorporated herein by reference.
10.4* Form of Papa John’s International, Inc. Restricted Stock Agreement - 1999 Team
Member Stock Ownership Plan. Exhibit 10.3 to our report on Form 10-K for the fiscal
year ended December 31, 2006 is incorporated herein by reference.