FIRST AMENDMENT TO
AMENDED AND RESTATED
THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(“Amendment”) is made and entered into as of the 2 nd day of May, 2008, by and between THE PANTRY, INC., a
Delaware corporation (the “Corporation”) and KEITH S. BELL (the “Employee”).
WHEREAS, the Corporation and Employee entered into an Amended and Restated Employment
Agreement dated as of November 20, 2007 (the “Employment Agreement”); and
WHEREAS, the parties desire to clarify their intent regarding severance pay and benefits under
circumstances described in Section 6.2 of the Employment Agreement and desire to amend the Employment
Agreement in certain other respects as set forth below.
NOW, THEREFORE, in consideration of the mutual terms and conditions set forth below and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation
and Employee agree that the Employment Agreement shall be amended as follows:
3. The original term of employment under this Agreement shall be for that period
of time commencing on September 5, 2006 and ending on January 2, 2009, subject to the
2. The first sentence of Section 5.1(A) is deleted and the following inserted in lieu thereof:
Employee shall not, either individually or on behalf of another, directly or indirectly,
as employer, employee, owner, partner, stockholder, independent contractor, agent, or
otherwise, enter into or in any manner participate in the convenience store business in North
Carolina, South Carolina, Florida, or any other state in which the Corporation owns or operates
ten (10) or more convenience stores upon the date of termination of employment.
(B) a material diminution by the Corporation of Employee’s annual base salary
and target bonus, as such target bonus is described in the Corporation’s Annual Incentive