NPC Acquisition Holdings, LLC Management Option Plan

Exhibit 10.1

NPC ACQUISITION HOLDINGS, LLC

MANAGEMENT OPTION PLAN SECTION 1. Purpose. The NPC Acquisition Holdings, LLC Management Option Plan is intended to provide a means whereby NPC Acquisition Holdings, LLC, a Delaware limited liability company (the " Company" ), may, through the issuance of matching options on purchased Common Units and the grant of options (each, an " Option" ) with respect to Common Units to Participants, attract and retain such Participants and motivate them to exercise their best efforts on behalf of the Company and its Affiliates. The Plan is intended to allow Participants to participate in equity value creation and to align the incentives between Participants and the Company.

SECTION 2. Definitions . As used in this Plan, the following terms shall have the meanings set forth below:

a. Affiliate . With respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by or is under common control with, such first person or entity. For the purposes of this definition, " control" (including, with correlative meanings, the terms " controlling," " controlled by" and " under common control with" ), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that person or entity, whether through the ownership of voting securities, by contract or otherwise.

b. Board . The Managing Member of the Company, or its designees.

c. Beneficiary . The individual identified in writing by the Participant to receive benefits hereunder in the event of the Participant' s death. A Participant may at any time change his beneficiary designation without notice to, or consent of, any previously designated Beneficiary, by giving prior written notice to the Company, such notice to be effective on the date it is received by the Company. In the event a Participant has not designated a Beneficiary at the time of his death, his estate shall be deemed his Beneficiary.

d. Cause . Means, with respect to any Employee Participant: (i) the Employee Participant' s misappropriation of funds, embezzlement or fraud in the performance of his duties, (ii) the continued failure or refusal of the Employee Participant (following written notice thereof) to carry out in any material respect any reasonable request of the Board for the provision of services, (iii) the material breach of any material provision of any employment agreement or of any NPC International policy regarding acts of moral turpitude, dishonesty, theft or unethical business conduct, or (iv) the entering of a plea of guilty or nolo contendere to, or the conviction of the Employee Participant of, a felony.

e. Code . The U.S. Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

f. Committee . The Compensation Committee of the Board, or if none, the Board.

g. Common Units . Have the meaning ascribed to such term in the LLC Agreement, or any other securities into which such interests shall thereafter be changed by reason of a recapitalization, merger, consolidation, equity split, combination, exchange of interests or the like. h. Change in Control . The first of any of the following events to occur after the Effective Date: (1) any independent third party (which shall exclude any Affiliates of the Company) (x) by merger or otherwise is or becomes the direct beneficial owner of more than 50% of the combined voting power of the then-outstanding securities of the Company, NPC International or any other entity all or substantially all of whose assets consist of all the outstanding equity interests of the Company or NPC International, or (y) has the right to appoint a majority of the members of the Board, in each case other than by a merger or other transaction in which the unitholders of the Company immediately prior to the merger own a majority of the equity interests of the surviving entity or its parent; or

(2) the Company or NPC International adopts a plan of complete liquidation (other than a liquidation into any Company Affiliate) of the Company or NPC International or consummates the sale or disposition by the Company or NPC International of all or substantially all of the Company' s assets to an independent third party.

i. Disability . The existence of an illness or incapacity (either physical or mental) which, in the reasonable opinion of a Qualified Physician, is likely to be of such character or severity that the Participant would be unable to resume devoting substantially his full normal working time to his employment for a period of at least six consecutive months.

j. Director . Means a member of the board of directors of NPC International.

k. Director Participant . Each Eligible Service Provider who is a Director and who is granted an Option pursuant to the Plan.

l. Effective Date . Means the Closing Date as defined in the Stock Purchase Agreement.

m. Eligible Service Providers . The Service Providers selected by unanimous approval of the Committee in its sole discretion.

n. Employee . Means any person, including officers, employed by NPC International or any of its Affiliates or Subsidiaries. A Service Provider shall not cease to be an Employee in the case of (i) any leave or absence approved by the Company, NPC International or any of its Affiliates or Subsidiaries, including sick leave, military leave, or any other personal leave, or (ii) transfers between locations of NPC International or any of its Affiliates or Subsidiaries. Neither service as a Director nor payment of a Director' s fee by the Company,

NPC International or any of its Affiliates or Subsidiaries shall be sufficient to constitute " employment" by NPC International or any of its Affiliates or Subsidiaries.

o. Employee Participant . Each Eligible Service Provider who is an Employee and who is granted an Option pursuant to the Plan.

p. Equity Securities . Has the meaning ascribed to such term in Rule 405 promulgated under the Securities Act of 1933, as amended (the " Securities Act" ), as in effect on the date hereof, and in any event includes any common stock, any limited partnership interest, any limited liability company interest and any other interest or security having the attendant right to vote for directors or similar representatives.

q. Executive Management . Means any of the following officers of the NPC International: the chief executive officer, the chief operating officer, the chief financial officer, the vice president of human resources, and the vice president of marketing. r. Fair Value Price . The price per Common Unit as of the date of determination, determined by the Committee pursuant to a formula based upon NPC International' s consolidated earnings from continuing operations before interest, taxes and depreciation or amortization for the four full fiscal quarters ending immediately preceding the date of determination multiplied by 6.0, less funded net debt, plus proceeds from the exercise of options, divided by the Fully Diluted Outstanding. Adjustments to the Fair Value Price may be made, in the sole discretion of the Committee, to account for a full year effect of acquisitions and divestitures, and for other extraordinary gains or losses.

s. Franchise Agreements . Means any location, territory or other franchise agreement pursuant to which the Franchisor has granted the Company or any Subsidiary of the Company the right to own and/or operate restaurants.

t. Franchisor . Means Pizza Hut, Inc. or its Affiliates.

u. Fully Diluted Outstanding . Means the total number of Common Units in the Company, including Common Units underlying Options granted under the Plan, calculated on a fully diluted basis.

v. Good Reason . With respect to any Employee Participant, the occurrence, without the Employee Participant' s prior written consent, of any one or more of the following:

(1) The assignment to the Employee Participant of duties inconsistent with those set forth in any applicable employment agreement then in effect; (2) In the case of any member of Executive Management, the relocation of the principal place of employment to a location more than 35 miles from the current principal place of employment;

(3) A significant reduction in the Employee Participant' s annual bonus opportunity; and (4) NPC International' s material breach of any material provision of any employment agreement with the Employee Participant; provided , in any case, that NPC International shall have 30 days from the date on which it receives Employee Participant' s notice of termination for Good Reason to remedy any occurrence constituting Good Reason; provided further , however , that in no circumstances shall an event constitute Good Reason if it would create an inappropriate acceleration of payment that could give rise to adverse tax consequences to an Employee Participant under Section 409A of the Code. w. LLC Agreement . Means the Amended and Restated Limited Liability Company Agreement of the Company, to be entered into at the Closing, as the same may be amended from time to time in accordance with its terms; provided , however , that the LLC Agreement may only be amended in accordance with Section 15.12 of the LLC Agreement. x. NPC Holdings Equity Investment . The amount of the aggregate equity investment in the Company at the Closing, including, without limitation, the Hawk-Eye Roll-Over Amount as defined in the Stock Purchase Agreement.

y. NPC International . NPC International, Inc., a Kansas corporation, and its successors.

z. Original Purchase Price . Means $1 per Common Unit. aa. Participant . Means any Director Participant or Employee Participant. bb. Plan . This NPC Acquisition Holdings, LLC Management Option Plan, as amended from time to time. cc. Qualified Physician. An impartial physician competent to diagnose and treat the illness or condition which the Participant is believed to be suffering, selected by NPC International and reasonably acceptable to the Participant (or if the Participant is then incapable of acting for himself, the Participant' s personal representative), who shall have personally examined the Participant and shall have personally reviewed the Participant' s relevant medical records; provided, however, that NPC International shall bear the costs of such Qualified Physician' s services and the Participant agrees to submit to an examination by such Qualified Physician and to the disclosure of the Participant' s relevant medical records to such Qualified Physician.

dd. Retirement . Means, with respect to any Employee Participant, the voluntary termination of service by the Employee Participant at or after age 60.

ee. Service Provider. Means an Employee or Director.

ff. Stock Purchase Agreement . The Stock Purchase Agreement, dated as of March 3, 2006, by and among the Stockholders of NPC International, the Company and NPC International.

gg. Subsidiary . A Subsidiary of any person shall mean any entity of which: (1) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, collectively or individually, by such person or by one or more Subsidiaries of such person; and (2) if a partnership, association, limited liability company or other entity, (A) the general partner or similar managing entity and (B) a majority of the partnership, membership or other similar ownership interest thereof is at the time of determination beneficially owned or controlled, directly or indirectly, collectively or individually, by such person or by one or more Subsidiaries of such person. For purposes of the Plan, the Company and its Subsidiaries shall be deemed to own a majority ownership interest in any partnership, association, limited liability company or other entity if the Company or its Subsidiaries shall control the general partner or managing member or managing director of any such entity.

SECTION 3. Administration . The Plan shall be administered by the Committee. The Committee shall have full authority, subject to the terms of the Plan, to select the Eligible Employees to be granted Options under the Plan, to grant Options on behalf of the Company (including any re-issuances of Options as contemplated by Section 5), and to set the date of grant and the other terms and conditions of such Options. The Committee may correct any defect, supply any omission and reconcile any inconsistency in this Plan and in any Option granted hereunder in the manner and to the extent it shall deem desirable. The Committee also shall have the authority to establish such rules and regulations, not inconsistent with the provisions of the Plan, for the proper administration of the Plan, and to amend, modify or rescind any such rules and regulations, and to make such determinations and interpretations under, or in connection with, the Plan, as it deems necessary or advisable. All such rules, regulations, determinations and interpretations shall be final, binding and conclusive upon all persons having an interest in the Plan. Notwithstanding anything to the contrary in this Plan, the discretion and authority of the Committee shall be subject to such degree of oversight of the Board as it deems appropriate. Furthermore, notwithstanding anything to the contrary in this Plan, the determination by the Committee on any matter relating to the selection of Eligible Employees or Participants, the grant of Options or the terms and conditions of Options shall be made by the approval of the Committee.

Subject to compliance with the express provisions hereof, the Board and the Committee may act in their absolute discretion in matters within their authority related to this Plan. In making any determination or in taking or not taking any action under this Plan, the Committee or the Board, as the case may be, may obtain and may rely upon the advice of experts, including employees of and professional advisors to the Company. The Committee may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Company.

No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted under it.

SECTION 4. Eligibility . Eligible Service Providers shall be eligible to receive Options under the Plan. Eligible Employees who have been granted an Option under the Plan shall be referred to as " Employee Participants," and eligible Directors who have been granted an Option under the Plan shall be referred to as " Director Participants" (each, a " Participant" ). More than one Option may be granted to a Participant under the Plan.

SECTION 5. Number of Common Units Authorized . Options may be granted under the Plan with respect to a maximum number of 8% of the Common Units as of the Effective Date (the " Plan Limit" ); provided that such Plan Limit shall be subject to adjustment as hereinafter provided in Section 12. Series A Options will represent approximately 3% of the Common Units, consisting of matching Options as to approximately 1% of the Common Units which shall vest immediately upon issuance (the " Non-Time Vesting Series A Options" ) and Options as to approximately 2% of the Common Units which are subject to the time vesting provisions of Section 8(d)(1)(A) (" Time Vesting Series A Options" ). A Non-Time Vesting Series A Option shall be awarded in respect of every two Common Units purchased by a Participant. Series B Options will represent the remaining 5% of the Common Units comprising the Plan Limit. (The Non-Time Vesting Series A Options and the Time Vesting Series A Options are sometimes collectively referred to herein as the " Series A Options" ). If any Option granted under the Plan expires, is cancelled, forfeited or otherwise terminates for any reason whatsoever without having been exercised in full, the Common Units subject to the unexercised portion of such Option shall continue to be available for the granting of Options under the Plan as fully as if such Common Units had never been subject to an Option.

SECTION 6. Granting of Options . From time to time until the expiration or earlier suspension or discontinuance of the Plan pursuant to Section 13, the Committee may, on behalf of the Company, grant to Eligible Service Providers under the Plan such Options as it determines are warranted, subject to the limitations of the Plan. The granting of an Option under the Plan shall not be deemed either to entitle the Participant to, or to disqualify the Participant from, any participation in any other grant of Options under the Plan. SECTION 7. Other Agreements . Options granted under the Plan shall be evidenced by written documents (" Option Agreements" ). No Option grant shall be enforceable against the Company until the Participant shall have executed, and agreed to be bound by, such Option Agreements. Upon exercise of any Option, the Participant will be required to execute, and agree to be bound by the LLC Agreement. The Option Agreement and the LLC Agreement shall contain a covenant that provides that by accepting an Option and acquiring the underlying Common Units, the Participant agrees to comply with all of the obligations required of a holder of any direct or indirect beneficial or legal ownership interest in the Company under the terms of the Franchise Agreements.

SECTION 8. Terms and Conditions of Options . Options granted under the Plan shall include expressly or by reference the following terms and conditions, as well as such other terms and conditions as the Committee shall deem desirable:

(a) Number of Common Units . The Option Agreement shall contain a statement of the number of Common Units to which the Option pertains, with a number of the Options designated as Non-Time Vesting Series A Options, Time Vesting Series A Options and Series B Options.

(b) Exercise Price . The exercise price per Option (the " Exercise Price" ) for grants made at or about the time of Closing shall be (i) in the case of Series A Options, the price determined by dividing the NPC Holdings Equity Investment by the number of outstanding common units (without regard to options) as of immediately following the Closing (as defined in the Stock Purchase Agreement), and (ii) in the case of Series B Options, two times the Exercise Price of the Series A Options. Thereafter, the Exercise Price shall be established in the Committee' s sole discretion. Notwithstanding any of the foregoing, in no event shall the Exercise Price be less than the " fair market value" of the underlying Common Units, as determined in accordance with Section 409A of the Code and any other applicable law, regulation or accounting rule.

(c) Term . Subject to earlier termination as provided below, the term of each Option shall be ten years from the date of grant (the " Grant Date" ). The Grant Date of each Option shall be as soon as practicable following the Closing for the initial grants, and otherwise as determined by the Committee. (d) Vesting of Options .

(1) General Rule . Except for the Non-Time Vesting Series A Options or as otherwise expressly provided herein, the vesting of Options requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Option and the rights and benefits thereunder. Employment or service for only a portion of a vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as set forth in the Plan. Subject to the terms and conditions of the Plan, Options other than Non-Time Vesting Series A Options shall vest in accordance with the following schedule:

(A) Time Vesting Series A Options shall vest over a five year period, as to 20% of the Common Units annually on each anniversary of the Closing, subject to the Participant' s continued employment or service and shall accelerate on the occurrence of a Change in Control; and (B) Series B Options shall vest only upon the occurrence of a Change in Control on or prior to the expiration of the Option. Notwithstanding the foregoing, with respect to any Option that is subject to Section 409A of the Code and payment or settlement of the Option is to be accelerated in connection with the Change in Control, no Change in Control will be deemed to have occurred for purposes of the Plan and any Option Agreement unless such event(s)

also constitutes a " change in the ownership" , " change in the effective control" or a " change in the ownership of a substantial portion of the assets" of the Company or NPC International, as applicable, as defined under Section 409A of the Code.

(2) Forfeiture upon Termination for Cause . With respect to any Employee Participant, if the Employee Participant' s employment by NPC International (or any of its Affiliates or Subsidiaries) is terminated for Cause, both the vested and the non-vested portion of his or her Option shall terminate on the date of such termination of employment.

(e) Post-Termination Exercise Period . If an Employee Participant' s employment by NPC International (or any of its Affiliates or Subsidiaries) is terminated for any reason other than for Cause at any time prior to the date on which his or her Option is fully vested, the non-vested portion of such Option shall terminate on the date of such termination of employment. The vested portion of the Option, to the extent not exercised within the 90-day period following the date of such termination shall terminate at the close of business on the last day of such 90-day period.

(f) Method of Exercising Option; Payment Amount . An Option, to the extent vested and exercisable, may be exercised, in whole or in part, from time to time until the expiration or termination of the Option, by giving written notice of exercise (the " Exercise Notice" ) to the Company at its principal office, which notice shall specify the number of Options subject to the Exercise Notice, and tendering payment of the Exercise Price. The Committee shall determine the various methods by which the Exercise Price may be paid and the form of payment, which at the Participant' s election shall be either cash or Common Units, and the methods by which Common Units shall be delivered or deemed to be delivered to Participants. (g) Non-Transferability . No Option shall be assignable or transferable by the Participant, and during the lifetime of the Participant, the Option shall be exercisable only by him or her or by his or her guardian or legal ...