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Exhibit 10.2
The Pantry, Inc.
Board of Directors Compensation
Program
Third Amendment
The Compensation Program for
designated independent members of the Board of Directors is as
follows:
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Quarterly Retainer:
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$7,500 paid in cash on a calendar
quarterly basis, prorated as applicable.
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Executive Committee Member
Retainer:
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Additional $2,500 paid in cash on a
calendar quarterly basis, prorated as applicable.
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Committee Chair Retainer:
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Lead Director Retainer:
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Additional $7,500 paid in cash on a
calendar quarterly basis, prorated as applicable.
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Board Meeting Fees:
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$2,500 per meeting attended in
person or by approved video conference. Paid in cash plus
reimbursement of travel and lodging expenses. If attendance is
telephonic, the fee will be $1,250.
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Committee Meeting Fee:
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$1,000 per meeting attended in
person or by approved video conference. Paid in cash plus
reimbursement of travel and lodging expenses. If attendance is
telephonic, the fee will be $500.
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Ad-hoc/Special Meetings:
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Compensation requires a quorum be
present and minutes be submitted.
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Ad-hoc/Special Committees:
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Compensation to be determined, as
applicable.
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Initial Equity Grant:
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Each new director shall receive,
upon his/her initial election or appointment (as the case may be),
an initial equity grant having an aggregate economic value of
$70,000 on the date of grant in the form of options, restricted
stock, restricted stock units or a combination at the
director’s election, as follows:
(1) options exercisable for common
stock that vest in full on the first anniversary of the date of
grant with an exercise price equal to fair market value on the date
of grant (the “Option Choice”); or
(2) shares of restricted stock where
the restrictions lap
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