Mr. Michael R. Cortino This is Me

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1. 1. SEC EDGAR Submission 0001104659-05-010419

   www.sec.gov/Archives/edgar/dat - [Cached]

   Published on: 3/10/2005   Last Visited: 3/14/2005

   Michael R. Cortino
   ...
   Mike Cortino has served as Senior Vice President of Corporate Operations since May 2000 after having served as Vice President of Operations Support since November 1999. Prior to joining Papa John's, Mr. Cortino served five years as Vice President of Corporate Operations for AFC Enterprises - Church's Chicken Brand and ten years as a market manager and other positions with Taco Bell.

2. 2. www.sec.gov

   www.sec.gov/Archives/edgar/dat - [Cached]

   Published on: 4/9/2007   Last Visited: 4/17/2007

   Michael R. Cortino
   ...
   (4) The amounts in the Non-Equity Incentive Plan Compensation column are payments earned by the named executive officer based on performance for the fiscal year ended December 31, 2006 as determined by the Compensation Committee at its February 21, 2007 meeting pursuant to the MIP and, to the extent not deferred by the executive, were paid on March 9, 2007, with the exception of Mr. Cortino. On January 27, 2007, we entered into a Separation and General Release Agreement pursuant to which Mr. Cortino resigned as an officer of the Company, effective January 28, 2007. The agreement provided for a lump sum payment of $233,437 to Mr. Cortino, representing his 2006 performance bonus payment, which consisted of the following: $29,637 under the MIP; $96,000 under the Domestic Operations Incentive Plan; and $107,800 Profit Sharing.
   ...
   Michael R. Cortino
   ...
   (1) The amounts in the Estimated Possible Payouts Under Non-Equity Incentive Plan Awards columns represent (A) plan awards pursuant to our annual MIP for the period commencing January 1, 2006; (B) plan awards pursuant to our annual Domestic Operations Incentive Plan for the period commencing January 1, 2006 for Mr. Cortino; and (C) a grant of performance units pursuant to our long-term incentive award program. In the table above, in the applicable row, plan awards pursuant to the MIP are noted as footnote "1-A", plan awards pursuant to the Domestic Operations Incentive Plan are noted as footnote "1-B", and plan awards of performance units are noted as footnote "1-C." Awards under the MIP can be reduced from "Target" down to $0, depending upon the Company's performance. Performance units are based on a "Target" grant denominated in shares of Company common stock but the final award may be interpolated between a "Threshold" of 50% of "Target" and a "Maximum" of 200% of "Target." The final award under the performance units is made in cash based on the "Stock Price at End of Period," as defined in "Compensation Discussion and Analysis" above. For the performance units, "Threshold," "Target" and "Maximum" values in the columns are estimates that were calculated using a common share price of $32.65, the price on April 19, 2006, the date of grant. Performance unit grants for 2006, denominated in shares of Company common stock, were: Mr. Travis, 20,000; Mr. Flanery, 2,506; Mr. Schnatter, 6,385; Mr. Van Epps, 3,406; and Mr. Cortino, 1,703.
   ...
   Michael R. Cortino(5)
   ...
   (5) As described in "Change in Control and Termination Payments" below, Mr. Cortino separated from the Company on January 28, 2007 and as a result his unvested stock awards terminated (none of which vested subsequent to December 31, 2006 through January 28, 2007).
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   Michael R. Cortino
   ...
   Michael R. Cortino
   ...
   (ii) for Mr. Flanery, $197,116 of salary and $39,064 of 2006 annual incentive compensation; and (iii) for Mr. Cortino, $33,800 of salary.
   ...
   In addition, Mr. Cortino separated from the Company in January 2007, and his severance package is described below.
   ...
   Mr. Cortino terminated employment with the Company effective January 28, 2007. In addition to the annual incentive plan compensation disclosed in the Summary Compensation Table above, Mr. Cortino received a severance payment of $113,233. The severance agreement also provides that the Company will pay Mr. Cortino's premiums ($1,057 per month) pursuant to COBRA for a period of twelve months, through January 2008. Mr. Cortino's vested stock options will remain exercisable pursuant to the terms of the Company's 1999 Plan. The agreement also provides that Mr. Cortino will not compete with the Company, subject to certain conditions, or hire any Company employees for a period of three years from the effective date of his resignation.
   
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   The following table is intended to reflect projected potential payouts under our equity plans and employment agreements, other than those available generally on a nondiscriminatory basis to all salaried employees. The table provides for a range of potential separation events for each of the named executive officers other than Mr. Cortino, calculated as if the separation event occurred on December 31, 2006.

3. 3. www.sec.gov

   www.sec.gov/Archives/edgar/dat - [Cached]

   Published on: 1/31/2007   Last Visited: 3/12/2007

   0001250740 CORTINO MICHAEL P.O. BOX 99900 LOUISVILLE KY 40269 0 1 0 0 Senior Vice President