Exhibit 10.3
THE PANTRY, INC.
AWARD AGREEMENT
(Awarding Nonqualified Stock
Option to Non-Employee Director)
THIS AWARD AGREEMENT (this
“Agreement”) is entered into as of
[Date] by and between The Pantry, Inc., a Delaware
corporation (the “Company”), and [Director] (“Optionee”) pursuant to The Pantry,
Inc. 2007 Omnibus Plan (the “Plan”). All capitalized
terms not otherwise defined herein shall have the meanings set
forth in the Plan.
R E C I T A L S:
A.
Optionee is a member of the Board of
Directors of the Company and the Company considers it desirable to
give Optionee an added incentive to advance the interests of the
Company and its shareholders.
B. The
Company now desires to grant Optionee the right to purchase shares
of common stock of the Company, par value $.01 per share (the
“Shares”), pursuant to the terms and conditions of this
Agreement and the Plan.
AGREEMENT:
NOW, THEREFORE, in consideration of
the covenants hereinafter set forth, the parties agree as
follows:
1.
Option; Number of Shares . The Company hereby grants to
Optionee the right (the “Option”) to purchase up to a
maximum of [Number] Shares at a price of $ [Option
Price] per Share (the
“Option Price”) to be paid in accordance with Section 6
hereof. The Option and the right to purchase all or any portion of
the Shares are subject to the terms and conditions stated in this
Agreement and in the Plan. The Option is not intended to qualify
for treatment as an Incentive Stock Option under Section 422 of the
Internal Revenue Code of 1986, as amended (the
“Code”).
2.
Vesting . Subject to Participant’s continuing to
provide services to the Company, the Option shall vest and become
exercisable in full as to all the Shares covered by the Option on
the first anniversary of the Vesting Commencement Date. The
“Vesting Commencement Date” is [Vesting Commencement Date]
.
3.
Term of Agreement . The Option, and Optionee’s right
to exercise the Option, shall terminate when the first of the
following occurs:
(a) termination of this
Agreement and the Option pursuant to Article 17 of the Plan
(Amendment, Modification, Suspension, and Termination);
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(b)
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the expiration of seven (7) years from the date
hereof; or
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(c) 90 days after the date
of termination of Optionee’s director relationship with the
Company, unless such termination results from Optionee’s
death, Disability (within the meaning of Section 22(e)(3) of the
Code), Involuntary Termination (for purposes of this Agreement,
defined as Optionee’s not being voted to a new term by the
shareholders or voted off the Board by fellow directors other than
for Cause, as that term is generally recognized under applicable
law and the prior practices and policies of the Company) or
Optionee dies within 90 days after the date of termination of
Optionee’s director relationship with the Company, in which
case this Agreement and the Option shall terminate as
follows:
(i)
Death. If
Optionee’s termination is as a result of Optionee’s
death, or Optionee dies within 90 days after the date of
termination, the Option shall terminate on the first anniversary of
the date of termination.
(ii) Disability or
Involuntary Termination. If Optionee’s termination is as a result
of Optionee’s Disability or Involuntary Termination, the
Option shall terminate on the third anniversary of the date of
termination.
4.
Termination of Director Relationship . The termination of
Optionee’s director relationship with the Company other than
as a result of death, Disability or Involuntary Termination shall
not accelerate the vesting of the Option or otherwise affect the
number of Shares with respect to which the Option may be exercised,
and the Option may only be exercised with respect to that number of
Shares that could have been purchased under the Option had the
Option been exercised by Optionee on the date of such termination.
The te
