THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Papa John's International, Inc. (PZZA)

3/17/2006 Proxy Information

John Schnatter and Charles Schnatter, an executive officer and former director of the Company, are brothers. There are no other family relationships among the Company’s directors, executive officers and other key personnel.

Mr. Laughery is a restaurant investor, consultant and has been a Papa John's International, Inc. franchisee since 1992.

Mr. Oney has been a franchisee of Papa John's International, Inc. since 1993. He served as Chief Operating Officer from 1995 until March 2000, and continues to serve as a part-time executive business advisor responsible for providing advice to the executive leadership team on strategic initiatives. Mr. Oney served as Papa John's Regional Vice President of Southeast Operations from 1992 to 1995 and held various positions with Domino's Pizza, Inc. from 1989 to 1992.

Executive officers and directors of the Company hold equity interests in entities that are franchisees of the Company, as described in the table below. Some of these individuals acquired their interests before the Company’s 1993 initial public offering, and some of the entities in which they hold interests acquired development rights at reduced development fees and also pay a reduced franchise fee when each restaurant is opened. The Company has since entered into additional franchise and development agreements with non-employee directors and executive officers of the Company and entities in which they have an equity interest, and may continue to do so in the future. Under the Company’s policy governing transactions with related-party franchisees, which is described below, any such franchise arrangements into which the Company enters in the future will be on terms no more favorable to directors and officers than with independent third parties.

The following table describes franchise and development arrangements during 2005 between the Company and entities in which the Company’s executive officers and directors, as well as their immediate family members, had an equity interest as of the end of the fiscal year, and the amount of royalties and franchise and development fees earned by or paid to the Company from such entities during 2005. Such entities also purchase various food and other products from the Company’s commissary system and may purchase from or through the Company certain goods and services, including insurance, needed to operate a Papa John’s restaurant. All such purchases and sales are made on terms and at rates identical to those that may be obtained from the Company by an independent franchisee. (See page 19 of proxy for table).

4/1/2005 Proxy Information

Executive officers and directors of the Company hold equity interests in entities that are franchisees of the Company, as described in the table below. Some of these individuals acquired their interests before the Company’s 1993 initial public offering, and some of the entities in which they hold interests acquired development rights at reduced development fees and also pay a reduced franchise fee when each restaurant is opened. The Company has since entered into additional franchise and development agreements with non-employee directors and executive officers of the Company and entities in which they have an equity interest, and may continue to do so in the future. Under the Company’s policy governing transactions with related-party franchisees, which is described below, any such franchise arrangements into which the Company enters in the future will be on terms no more favorable to directors and officers than with independent third parties.

The following table describes franchise and development arrangements during 2004 between the Company and entities in which the Company’s executive officers and directors, as well as their immediate family members, had an equity interest as of the end of the fiscal year, and the amount of royalties earned by or paid to the Company from such entities during 2004. None of the entities paid any franchise or development fees in 2004. Such entities also purchase various food and other products from the Company’s commissary system and may purchase from or through the Company certain goods and services, including insurance, needed to operate a Papa John’s restaurant. All such purchases and sales are made on terms and at rates identical to those that may be obtained from the Company by an independent franchisee. (Table on page 13 of proxy)

Mr. Oney served as Chief Operating Officer of the Company from 1995 to 2000. He remains a director and franchisee of the Company, and is employed by the Company as a part-time executive business advisor responsible for providing advice to the executive leadership team on strategic Company initiatives. Mr. Oney received an annualized salary of $37,500 for his services in 2004, the same salary applicable in 2005.

Other Transactions

During 2004, the Company paid $309,000 to Hampton Airways, Inc. (“Hampton”), for charter aircraft services. Hampton’s sole shareholder is John Schnatter. The Company periodically reviews pricing data from other, independent air charter services and, on that basis, believes that the discounted rates charged by Hampton to the Company are at or below rates that the Company could obtain from the independent third parties for similar aircraft.

The Company and entities controlled by Mr. Schnatter have agreed to share the services of certain employees of the Company. The cost of compensation and benefits of those employees is paid by the Company and Mr. Schnatter based on an allocation, updated annually, of each employee’s respective responsibilities performed for the Company and the entities controlled by Mr. Schnatter. In addition, Mr. Schnatter pays the Company rent for office space used by the shared employees, based on the same allocation of responsibilities. In 2004, Mr. Schnatter was charged $473,000 for his allocated cost of the shared employees’ compensation and benefits and $11,410 in rent for the allocated office space.

During 2004, the Company waived royalty payments totaling $290,000 from a franchisee, PJ United, Inc., with respect to restaurants located in one market area. In consideration for the royalty waiver, the franchisee agreed to increase its level of local marketing expenditures in that market area in amounts equal to the waived royalties. Separately, in 2004 PJ United sold 13 restaurants in the same market area to another franchisee, and Capital Delivery, Ltd., a wholly owned subsidiary of the Company, provided financing to the other franchisee related to the transaction on terms, including interest rate and collateral security, reached after arms-length negotiation. Jack Laughery, a director of the Company, holds a 12.0% ownership interest in PJ United.

In 1999, the Papa John’s Franchise Advisory Council, an advisory group comprised of certain Papa John’s franchisees that meets periodically to discuss issues of importance to the Company and its franchisees, initiated a program that allows the cost of cheese to Papa John’s restaurants to be established on a quarterly basis. Certain franchisees of the Company formed a corporation, BIBP Commodities, Inc. (“BIBP”), that purchases cheese at the prevailing market price and sells it to the Company’s distribution subsidiary, PJ Food Service, Inc. (“PJFS”), at a fixed quarterly price based in part upon historical average market prices. PJFS in turn sells cheese to Papa John’s restaurants at a set quarterly price. The purchase of cheese by PJFS from BIBP is not guaranteed. Capital Delivery, Ltd., has made available a $17.6 million line of credit to BIBP to fund cash deficits as they may arise; as of March 1, 2005, a balance of $10,000,000 under the line was outstanding. The shareholders of BIBP include Wade Oney (9.09%) and PJ United, Inc. (18.18%), a franchisee entity owned in part by Jack Laughery. BIBP has paid its shareholders a total annual dividend equal to eight percent of each shareholder’s initial investment; payment of future dividends is at the discretion of BIBP’s board of directors and will depend upon the financial condition of BIBP and general business conditions.

4/5/2004 Proxy Information

Richard "Rick" F. Sherman is a private investor who has been a Papa John's franchisee and a consultant to Papa John's International, Inc. since 1991.

Michael W. Pierce has been the managing member of Oklahoma Pizza Group, LLC, a Papa John's franchisee, since 1998.

John Schnatter and Charles Schnatter, an executive officer and former director of the Company, are brothers.

Jack A. Laughery is a restaurant investor and consultant, and has been a Papa John's franchisee since 1992.

O. Wayne Gaunce has been a Papa John's franchisee since 1991.

Wade S. Oney has been a franchisee of Papa John's International, Inc. since 1993. He served as Chief Operating Officer from 1995 until March 2000. Mr. Oney served as Papa John's Regional Vice President of Southeast Operations from 1992 to 1995.

Wade Oney served as Chief Operating Officer of the Company from 1995 until he relinquished that position in 2000. Mr. Oney remains a director and franchisee of the Company, and he is employed by the Company as a part-time executive business advisor responsible for providing advice to the executive leadership team on strategic Company initiatives. Mr. Oney was paid $75,000 for his services in 2003; his annualized salary for 2004 is $37,500.

Consulting Agreement

The Company and Richard F. Sherman, a director of the Company until his resignation in December 2003, are parties to a 1991 consulting agreement, as amended (the "Consulting Agreement"), pursuant to which the Company pays Mr. Sherman a monthly consulting fee of $12,000 and provides him with group health insurance. The total amount paid to Mr. Sherman in 2003 under the Consulting Agreement was $144,000, and the value of group health benefits provided to Mr. Sherman in 2003 was $4,980. Mr. Sherman is also entitled to compensation at a rate of $157 per hour for each hour of consulting service provided in excess of 30 hours per month. After termination of the Consulting Agreement, Mr. Sherman has agreed not to compete with the Company in any capacity for a period of one year, and in any business that offers pizza on a delivery basis anywhere in the United States for a period of two years. Mr. Sherman also received $112,500 under the Director Severance Program upon his resignation as a director. See "Compensation of Directors—Director Severance Program" on page 7.

Other Transactions

During 2003, the Company paid $508,000 to Hampton Airways, Inc. ("Hampton"), for charter aircraft services. Hampton's sole shareholder is John Schnatter. The Company believes the rates charged to the Company were at or below rates that could have been obtained from independent third parties for similar aircraft.

Certain employees of the Company also are employed by John Schnatter personally. The cost of compensation and benefits of those employees is paid by the Company and Mr. Schnatter based on an allocation, updated annually, of each employee's respective responsibilities performed for the Company and Mr. Schnatter personally. In addition, Mr. Schnatter pays the Company rent for office space used by the dual employees, based on the same allocation of responsibilities. In 2003, Mr. Schnatter paid the Company $460,000 for his allocated cost of the dual employees' compensation and benefits, and he was charged $11,410 in rent for the allocated office space.

During 2003, a franchise entity owned principally by Charles W. Schnatter and Richard J. Emmett, both executive officers of the Company, purchased a total of five restaurants for $1,800,000 in two separate transactions with unrelated, third-party franchisees. In each instance the Company declined to exercise its right of first refusal to purchase the restaurants, as provided in the franchise agreements with the third-party franchisees, primarily because the restaurants are located away from markets containing a concentration of corporate-owned restaurants.

Prior to the enactment of the Sarbanes-Oxley Act of 2002, the Company advanced premiums for split-dollar life insurance coverage for John Schnatter and Charles Schnatter for the purpose of funding estate tax obligations. The Company and the officers shared the cost of the premiums. As a result of new Internal Revenue Service regulations, John and Charles Schnatter repaid the Company $1,879,537 and $74,176, respectively, representing the accumulated amounts of Company premium payments under the insurance policies since inception.

In 1999, the Papa John's Franchise Advisory Council, an advisory group including Papa John's franchisees that meets periodically to discuss issues of importance to the Company and its franchisees, initiated a program that allows the cost of cheese to Papa John's restaurants to be established on a quarterly basis. Certain franchisees of the Company formed a corporation, BIBP Commodities, Inc. ("BIBP"), that purchases cheese at the prevailing market price and sells it to the Company's distribution subsidiary, PJ Food Service, Inc. ("PJFS"), at a fixed quarterly price based in part upon historical average market prices. PJFS in turn sells cheese to Papa John's restaurants at a set quarterly price. The purchase of cheese by PJFS from BIBP is not guaranteed. Capital Delivery, Ltd., a wholly owned subsidiary of the Company, has made available a $2.6 million line of credit to BIBP to fund cash deficits as they may arise; as of March 1, 2004, no extensions of credit under the line were outstanding. Among the shareholders of BIBP are the following: Wade Oney (9.09%), a franchisee entity owned in part by Michael Pierce (9.09%), a franchisee entity owned in part by Wayne Gaunce (18.18%), and a franchisee entity owned in part by Richard Sherman and Jack Laughery (18.18%). BIBP has paid its shareholders a total annual dividend equal to eight percent of each shareholder's initial investment; payment of future dividends is at the discretion of BIBP's board of directors and will depend upon the financial condition of BIBP and general business conditions.

4/14/2003 Proxy Information

John and Charles Schnatter are brothers.

During 2002, the Company paid $469,031 to Hampton Airways, Inc. ("Hampton"), for charter aircraft services. Hampton's sole shareholder is John Schnatter. The Company believes the rates charged to the Company were at or below rates that could have been obtained from an independent third party for similar aircraft.

In 1999, the Papa John's Franchise Advisory Council, an advisory group including Papa John's franchisees that meets periodically to discuss issues of importance to the Company and its franchisees, initiated a program that allows the cost of cheese to Papa John's restaurants to be established on a quarterly basis. Certain franchisees of the Company formed a corporation, BIBP Commodities, Inc. ("BIBP"), that purchases cheese at the prevailing market price and sells it to the Company's distribution subsidiary, PJ Food Service, Inc. ("PJFS"), at a fixed quarterly price based in part upon historical average market prices. PJFS in turn sells cheese to Papa John's restaurants at a set quarterly price. The purchase of cheese by PJFS from BIBP is not guaranteed. Capital Delivery, Ltd., a wholly owned subsidiary of the Company, has made available a $2.6 million line of credit to BIBP to fund cash deficits as they may arise; as of March 14, 2003, no extensions of credit under the line were outstanding. Among the shareholders of BIBP are the following: Wade Oney (9.09%), a franchisee entity owned in part by Michael Pierce (9.09%), a franchisee entity owned in part by Wayne Gaunce (18.18%), and a franchisee entity owned in part by Richard Sherman and Jack Laughery (18.18%). BIBP has paid its shareholders a total annual dividend equal to eight percent of each shareholder's initial investment; payment of future dividends is at the discretion of BIBP's board of directors and will depend upon the financial condition of BIBP and general business conditions.

O. Wayne Gaunce - A Papa John's franchisee--owns percentages in the following franchises: OWG, Inc. (1)-Operated one restaurant in Alabama. Paid royalties of $19,113 in 2002. Texas P.B. Restaurants LP-Operates six restaurants in Texas. Paid royalties of $221,208 in 2002. Michigan Restaurant Group, Inc.-Operates nine restaurants in Michigan. Paid royalties of $283,859 in 2002. Camelback Pizza, Inc.-Operates 42 restaurants in Arizona. Franchise and development fees earned by the Company in 2002 were $20,000. Paid royalties of $1,126,317 in 2002. Mountain Valley, Inc.-Operates five restaurants in Idaho. Paid royalties of $111,339 in 2002. Mirage Pizza, Inc.-Operates five restaurants in Arizona. Franchise and development fees earned by the company in 2002 were $20,000. Paid royalties of $140,252 in 2002. Jack Laughery - A Papa John's franchisee--owns percentages in the following franchises: PJ United, Inc. and subsidiaries-Operate 149 restaurants in Alabama, California, Louisiana, Ohio, Oregon, Texas, Utah, Virginia and Washington. Paid royalties of $4,123,619 in 2002. PJIOWA, L.C.-Operates 21 restaurants in Iowa and two restaurants in Illinois. Paid royalties of $631,374 in 2002. Houston Pizza Venture, LP-Operates 59 restaurants in Texas. Franchise and development fees earned by the Company in 2002 were $43,500. Paid royalties of $1,699,741 in 2002. Micheal Pierce - A Papa John's franchissee--owns percentages in the following franchise: Missouri Pizza Group, LLC—Operates six restaurants in Missouri. Paid royalties of $175,792 in 2002. Richard Sherman - A Papa John's franchissee--owns percentages in the following franchises: Sherfiz, Inc.-Operates one restaurant in Ohio. Paid royalties of $43,599 in 2002. Sherfiz II,Inc.-Operates one restaurant in Ohio and one in West Virginia. Paid royalties of $64,638 in 2002. P.J. Cambridge, Inc.-Operates one restaurant in Ohio and two in West Virginia. Paid royalties of $84,020 in 2002.