The Pantry, Inc. Board of Directors Compensation Program Third Amendment

Quarterly Retainer:

$7,500 paid in cash on a calendar quarterly basis, prorated as applicable.

Executive Committee Member Retainer:

Additional $2,500 paid in cash on a calendar quarterly basis, prorated as applicable.

Committee Chair Retainer:

The following additional amounts in cash on a calendar quarterly basis for each committee chair, prorated as applicable: $3,750 for Audit Committee Chair, $3,750 for Compensation & Organization Committee Chair and $2,500 for Corporate Governance and Nominating Committee Chair.

Lead Director Retainer:

Additional $7,500 paid in cash on a calendar quarterly basis, prorated as applicable.

Board Meeting Fees:

$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.

Committee Meeting Fee:

$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.

Ad-hoc/Special Meetings:

Compensation requires a quorum be present and minutes be submitted.

Ad-hoc/Special Committees:

Compensation to be determined, as applicable.

Initial Equity Grant:

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 g