The Pantry, Inc Board of Directors Compensation First Amendment October 2004

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.