The Pantry, Inc. Independent Director Compensation Program (First Amendment, October 2004)

Contract Categories: Human Resources › Compensation Agreements
Summary

This agreement outlines the compensation program for independent members of The Pantry, Inc.'s Board of Directors. It specifies cash retainers, meeting fees, and reimbursement of expenses for board and committee participation, with different rates for in-person, video, or telephonic attendance. It also provides for initial and annual stock option grants, which vest over three years and are contingent on continued board service. The program was first adopted in 2003 and amended in October 2004, with the amendment effective retroactively from October 1, 2004.

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EX-10.1 2 dex101.htm INDEPENDENT DIRECTOR COMPENSATION PROGRAM Independent Director Compensation Program

EXHIBIT 10.1

 

The Pantry, Inc

Board of Directors Compensation

First Amendment October 2004

 

Compensation program for designated independent members of the Board of Directors:

 

Quarterly Retainer:

    $5,000 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

Committee Chair Fee:

    Additional $1,000 per committee meeting attended in person or by approved video conference. If attendance is telephonic, the fee will be $500
Ad-hoc/Special Committees:   

Compensation to be determined, as applicable.

Initial Stock Option Grant:

    Grant of 10,000 options on election to the Board to vest over a three year period, conditioned upon continued service as a participating member of the Board. Strike price to be at market price on date of grant.

Annual Stock Option Grant:

    Annual stock option grant upon annual re-election of 5,000 options, to vest over a three year period, conditioned upon continued service as a participating member of the Board (attend at least 3 meeting per year) . Strike price to be at market price on date of grant.

Effective Date:

    Initially adopted by Board of Directors approval at the January 15, 2003 meeting to be in effect with the March 25, 2003 Annual Meeting and election of Directors and Officers.
     First Amendment approved at the October 26, 2004 meeting with retroactive effective date of October 1, 2004.