THE PANTRY, INC.
AMENDED AND RESTATED AWARD AGREEMENT
(Awarding Performance-Based Restricted Stock to Employee)
THIS AMENDED AND RESTATED AWARD AGREEMENT (this “Agreement”) is dated as of the
[Grant Date] (the “Grant Date”) by and between The Pantry, Inc., a Delaware corporation (the “Company”),
and [Employee] (“Participant”) 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.
A. Participant is an employee of the Company and the Company considers it desirable to give
Participant an added incentive to advance the interests of the Company and its shareholders.
B. The Company now desires to grant Participant shares of common stock of the Company, par
value $.01 per share (the “Shares”) in the form of Restricted Stock, pursuant to the terms and conditions of this
Agreement and the Plan.
NOW, THEREFORE, in consideration of the covenants hereinafter set forth, the parties agree as
1. Grant of Restricted Stock . The Company has granted Participant, and Participant hereby
accepts, [Number] Shares of Restricted Stock, having a Fair Market Value per Share of [FMV] on the Grant
Date. The Restricted Stock is subject to the terms and conditions stated in this Agreement and in the Plan.
2. Period of Restriction . Subject to Participant’s continuing to provide services to the Company,
the restrictions set forth in this Agreement with respect to the Restricted Stock shall lapse with respect to one-
third (1/3) of the Shares of Restricted Stock (each third, an “Installment”) on the later of (i) each of the first,
second and third anniversaries of the Grant Date and (ii) the date that the Compensation and Organization
Committee of the Board of Directors of the Company (the “Committee”) determines in its discretion, including
without limitation through the inclusion or exclusion of