**Exhibit 10.47**

***EMPLOYMENT AGREEMENT***

**THIS EMPLOYMENT AGREEMENT** (“Agreement”) is made andentered into by THE PANTRY, INC., a Delaware corporation (the “Corporation”) and KEITH BELL (the “Employee”). 

TheCorporation desires to employ Employee and Employee desires to accept such employment on the terms set forth below. 

In consideration ofthe mutual promises set forth below and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the Corporation and Employee agree as follows: 

**1.*****EMPLOYMENT*********.**    The Corporation employs Employee and Employee accepts employment on the terms andconditions set forth in this Agreement. Employee shall serve as Senior Vice President—Fuels and have such responsibilities and authority as the Corporation may assign from time to time. Employee, at the Corporation’s discretion, may bereassigned or transferred to different units or locations. 

**1.1** Employee shall perform all duties and exercise allauthority in accordance with, and otherwise comply with, all Corporation policies, procedures, practices and directions. 

**1.2** Employee shall devote all working time and best efforts to successfully perform his duties and advance the Corporation’s interests. During his employment, Employee shall not engage in any other business activities of anynature whatsoever (including board memberships) for which he receives compensation without the Corporation’s prior consent; provided, however, this provision does not prohibit him from personally owning and trading in stocks, bonds, securities,real estate, commodities or other investment properties for his own benefit which do not create actual or potential conflicts of interest with the Corporation. 

**2.*****COMPENSATION*****.**

**2.1*****BaseSalary.***    Employee’s annual salary for all services rendered shall be Two Hundred Seventy-Five Thousand and 00/100 Dollars ($275,000.00) (less applicable withholdings) payable in accordance with theCorporation’s policies, procedures and practices as they may exist from time to time. The Employee’s salary periodically may be subject to annual increases in the Corporation’s discretion in accordance with its policies, proceduresand practices as they may exist from time to time. 

**2.2*****Guaranty Bonus.***    At theend of the first year of Employee’s employment under this Agreement, Employee shall be entitled to receive a guaranteed bonus of the greater of Fifty Thousand and 00/100 Dollars ($50,000.00) (less applicable withholdings) or the amount Employeewould receive under the Company’s incentive plan for the Company’s fiscal year ending September 28, 2007. Such bonus shall be paid in accordance with the terms of the Corporation’s regular incentive programs and Employee must beemployed by the Corporation at the time payment of such bonus would be made. 

**2.3*****RelocationExpenses*********.**    The Corporation will assist Employee in relocating to North Carolina by purchasing Employee’s current principal residence in accordance with the terms of the Corporation’s regularrelocation practices and policies. In addition, the Corporation will reimburse Employee for incidental expenses related to his relocation which would no otherwise be reimbursable under the Company’s regular relocation practices and policies. Ifany of the incidental expenses are not tax deductible, then Employee’s reimbursement for such expense shall be grossed up for taxes. 

**2.4*****Bonus Programs*****.**    Employee may participate in any incentive program which may be made available from time to time to the Corporation’s employees atEmployee’s level; provided, however, that Employee’s participation is subject to the applicable terms, conditions and eligibility requirements of the program, as they may exist from time to time, and provided that for Employee’s firstyear of employment hereunder, his bonus entitlement shall be as described in Section 2.2 above. 

**2.5*****Benefits*****.**    Employee may participate in all medical, dental, disability, insurance, 401(k), pension, vacation and other employee benefit plans and programs which may be made available from time to timeto 

Corporation employees at Employee’s level; provided, however, that Employee’s participation is subject to the applicable terms, conditions andeligibility requirements of these plans and programs, some of which are within the plan administrator’s discretion, as they may exist from time to time. Notwithstanding the foregoing, Employee shall be entitled to twenty-two (22) days ofannual vacation and, thereafter, vacation shall be in accordance with the Corporation’s policies and programs. Subject to applicable state law, accrued, unused vacation may not be carried over from year to year. 

**2.6*****Benefit Plans Subject to Amendment*****.**    Nothing in this Agreement shall require theCorporation to create, continue or refrain from amending, modifying, revising or revoking any of the plans, programs or benefits set forth in Sections 2.4 and 2.5. Employee acknowledges that the Corporation, in its sole discretion, may amend,modify, revise or revoke any such plans, programs or benefits. Any amendments, modifications, revisions and revocations of these plans, programs and benefits shall apply to Employee. Nothing in this Agreement Shan afford Employee any greater rightsor benefits with regard to these plans, programs and benefits than are afforded to him under their applicable terms, conditions and eligibility requirements, some of which are within the plan administrator’s discretion, as they may exist fromtime to time. 

**2.7*****Offset for Disability payments*****.**    If at any time duringwhich Employee is receiving salary or post-termination payments from the Corporation, he receives payments on account of mental or physical disability from any Corporation-provided plan, then the Corporation, in its discretion, may reduce his salaryor post-termination payments by the amount of such disability payments. 

**3.*****TERM OF EMPLOYMENT ANDTERMINATION*****.**    The term of employment under this Agreement shall be for a two (2) year period commencing on September 5, 2006 and terminating on September 4, 2008 subject to the followingprovisions: 

**3.1*****Automatic Renewal*****.**    Upon the expiration of the originalterm or any renewal term of employment, Employee’s employment shall be automatically renewed for a one (1) year period unless, at least sixty (60) days prior to the renewal date, either party gives the other party written notice ofits intent not to continue the employment relationship. During any renewal term of employment, the terms, conditions and provisions set forth in this Agreement shall remain in effect unless modified in accordance with Section 8. 

**3.2*****Without Cause*****.**    During the original or any extension term, the employmentrelationship hereunder shall be terminated without cause thirty (30) days after either the Corporation or the Employee gives notice of such termination to the other party. 

**3.3*****With Cause*****.**    The Corporation may terminate Employee’s employment immediatelywithout notice at any time for the following reasons which shall constitute “Cause”: (i) the willful and continued failure by Employee to substantially perform his duties with the Corporation; (ii) Employee’s insubordinationin responding to any specific, reasonable instructions from either the Corporation’s Chief Executive Officer or Board of Directors; (iii) conduct by the Employee which is demonstrably and materially injurious to the Corporation, monetarilyor otherwise; or (iv) the conviction of Employee of, or the entry of a plea of guilty or nolo contendere by Employee to, any crime involving moral turpitude or any felony. Prior to a termination pursuant to Section 3.3(i), Employee shallbe given written notice of the manner in which he has failed to perform and a thirty (30) day opportunity to cure such failure. 

**3.4*****Death or Disability*****.**    The Corporation may terminate Employee’s employment without notice in the event of Employee’s death or “Disability” which shall meanEmployee’s physical or mental inability to perform the essential functions of his duties with or without reasonable accommodation for a period of 180 consecutive days or 180 days in total within a 365-day period as determined by the Corporationin its reasonable discretion and in accordance with applicable law. 

**3.5*****Survival*****.**    Section 4 (Compensation Upon Termination), Section 5 (Competitive Business Activities, Trade Secrets, Confidential Information and Corporation Property), and Section 6 (Changein Control) shall survive the expiration or termination of this Agreement, regardless of the reasons for such expiration or termination, until the obligations set forth therein have been satisfied. 

 

2 

**4.*****COMPENSATION UPON TERMINATION*****.**

**4.1*****By Corporation For Cause or Employee Without Cause*****.**    If Employee’s employmentis terminated by the Corporation for Cause or by Employee without cause or by notice of non-renewal, the Corporation’s obligation to compensate Employee ceases on the effective termination date except as to amounts due at that time. 

**4.2*****By Corporation by Non-Renewal or Without Cause*****.**    If the Corporation terminatesEmployee’s employment by notice of non-renewal or without Cause, then Employee shall be entitled to receive: (i) amounts due on the effective termination date; and (ii) if the termination is by the Corporation without Cause in thefirst two years of employment under this Agreement, an amount equal to the greater of Employee’s then current monthly salary for the then remaining months in the initial term of this Agreement or for twelve (12) months, less applicablewithholdings and payable in accordance with the Corporation’s regular payroll periods or, at the Corporation’s option, a lump sum, and if the termination is after the first two years of employment hereunder, an amount (less applicablewithholdings) equal to Employee’s then current monthly salary for twelve (12) months, payable in accordance with the Corporation’s regular payroll periods or, at the Corporation’s option, a lump sum. During the twelve(12) month period following termination, if Employee accepts employment or a consultancy with another entity or becomes self-employed, then he must notify the Corporation before such employment or consultancy begins and the payments madepursuant to Section 4.2(ii) shall be reduced by the amount of compensation to be paid to him in connection with such employment, consultancy or self-employment. If Employee does not notify the Corporation in accordance with this provision, thenits obligation to make payments or further payments pursuant to Section 4.2(ii) shall cease. 

**4.3*****Death orDisability*****.**    If Employee’s employment is terminated because of Employee’s death, then the Corporation shall pay to the estate of Employee the then-current monthly salary (less applicable withholdings)which would otherwise be payable to Employee for six (6) months from the date of Employee’s death. If Employee’s employment is terminated because of Disability, then the Corporation shall continue to pay Employee his then-currentmonthly salary (less applicable withholdings) until the earlier of: (i) six (6) months from the date of termination; or, (ii) the date on which Employee begins receiving long term disability insurance benefits in accordance with theCorporation’s long term disability plan. 

**4.4*****Severance Pursuant to Agreement*****.**

The Corporation’s obligation to provide the payments under Section 4.2 and 4.3 (except in the event of termination because ofEmployee’s death) is conditioned upon Employee’s execution of an enforceable release of all claims and his compliance with Section 5 hereof (specifically including the return of all Corporation property). The required release shallcontain a non-disparagement clause. If Employee chooses not to execute such a release or fails to comply with Section 5 of this Agreement, then the Corporation’s obligation to compensate him ceases on the effective termination date exceptas to amounts due at that time. 

Employee is not entitled to receive any compensation or benefits upon his terminationexcept as: (i) set forth in this Agreement; (ii) otherwise required by law; or (iii) otherwise required by any employee benefit plan in which he participates; provided, however, that the terms and conditions afforded Employee under thisAgreement are in lieu of any severance benefits to which he otherwise might be entitled pursuant to a severance plan, policy or practice. Nothing in this Agreement, however, is intended to waive or supplant any death, disability, retirement,401(k) or pension benefits to which Employee may be entitled under employee benefit plans in which Employee participates. 

**5.*****COMPETITIVE BUSINESS ACTIVITIES, TRADE SECRETS, CONFIDENTIAL INFORMATION AND CORPORATION PROPERTY*****.**    Employee acknowledges that by virtue of Employee’s employment and position with the Corporation,Employee (i) has or will have access to trade secrets and Confidential Information (as defined in Section 5.2.2) of the Corporation including valuable information about its business operations and 

 

3 

entities with whom it does business in various locations, and (ii) has developed or will develop relationships with parties with whom it does businessin various locations. Employee also acknowledges that the trade secrets, Confidential Information and Competitive Business Activities provisions set forth in this Agreement are reasonably necessary to protect the Corporation’s legitimatebusiness interests, are reasonable as to the time, territory and scope of activities which are restricted, do not interfere with public policy or public interest and are described with sufficient accuracy and definiteness to enable him to understandthe scope of the restrictions imposed on him. 

**5.1*****Competitive BusinessActivities*****.**    Without the Company’s prior written approval, during Employee’s employment and extending through any period in which Employee is receiving severance from the Company, and in any event fortwelve (12) months following a termination pursuant to Section 4.1 hereof: 

**5.1.1** 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 NorthCarolina or Florida. Notwithstanding the foregoing, Employee’s ownership, directly or indirectly, of not more than one percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a nationalsecurities exchange or in the over-the-counter market shall not violate Section 5.1.1. 

**5.1.2** Employee will notdirectly or indirectly, request or induce any other employee of the Corporation to: (i) terminate employment with the Corporation, or (ii) accept employment with another business entity, or (iii) become engaged in the conveniencestore business in competition with the Corporation. 

**5.2*****Trade Secrets: ConfidentialInformation*****.**

**5.2.1** Employee hereby covenants and agrees not to use or disclose any ConfidentialInformation (as hereinafter defined) or trade secrets except to authorized representatives of the Corporation or except as required by any governmental or judicial authority; provided, however, that the foregoing restrictions shall not apply toitems that, through no fault of Employee’s, have entered the public domain. 

**5.2.2*****ConfidentialInformation*****.**    For purposes of this Agreement, “Confidential Information” means any data or information with respect to the business conducted by the Corporation, other than trade secrets, that ismaterial to the Corporation and not generally known by the public. To the extent consistent with the foregoing definition, Confidential Information includes without limitation: (A) reports, pricing, sales manuals and training manuals, sellingand pricing procedures, and financing methods of the Corporation, together with any techniques utilized by the Corporation in designing, developing, manufacturing, testing or marketing its products or in performing services for clients, customersand accounts of the Corporation; and (B) the business plans, financial statements, reports and projections of the Corporation, and the Corporation’s prospective strategic or expansion plans. 

**5.2.3*****Corporation Property*****.**    Employee acknowledges that all trade secrets andConfidential Information are and shall remain the sole, exclusive and valuable property of the Corporation and that Employee has and shall acquire no right, title or interest therein. Any and all printed, typed, written and other material whichEmployee may have or obtain with respect to trade secrets or Confidential Information (including without limitation all copyrights therein) shall be and remain the exclusive property of the Corporation, and any and all such material (including anycopies) and all other Corporation property shall, upon request of the Corporation, be promptly delivered by Employee to the Corporation. 

**5.3*****Other Agreements*****.**    Nothing in this Agreement shall terminate, revoke or diminish Employee’s obligations or the Corporation’s rights and remedies underlaw or any agreements relating to trade secrets, confidential information, or non-competition which Employee has executed in the past or may execute in the future or contemporaneously with this Agreement. 

 

4 

**6.*****CHANGE IN CONTROL*****.**

**6.1*****Definition of Change in Control.***    For purposes of this Agreement, a “Change inControl” shall mean: 

**(A)** any “person” (as such term is used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), other than: (i) the Corporation; (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation; (iii) a corporationowned, directly or Indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation; or (iv) the existing holders of capital stock of the Corporation as of the date hereof,is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing more than fifty percent (50%) of the combined voting power of theCorporation’s then outstanding securities; or 

**(B)** the consummation of a merger, share exchange, consolidationor reorganization involving the Corporation and any other corporation or other entity as a result of which less than fifty percent (50%) of the combined voting power of the Corporation or of the surviving or resulting corporation or entityafter such transaction is held in the aggregate by the holders of the combined voting power of the outstanding securities of the Corporation immediately prior to such transaction; or 

**(C)** the stockholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale ordisposition by the Corporation of all or substantially all of the Corporation’s assets. 

**6.2*****TerminationFollowing a Change in Control*****.**    After the occurrence of a Change in Control, Employee shall be entitled to receive payments and benefits pursuant to this Agreement if Employee’s employment is terminatedwithin eighteen (18) months following the Change in Control either by the Corporation by notice of non-renewal, without Cause, or with Cause as defined in Section 3.3(i) (failure to perform) hereof, or by Employee for Good Reason. Forpurposes of this Agreement, “Good Reason” shall exist for Employee to terminate his employment if Employee resigns within six (6) months of any of the following occurrences: 

**(A)** the assignment to Employee of any duties inconsistent (except in the nature of a promotion) with the position in theCorporation that he held immediately prior to the Change in Control or a substantial adverse alteration in the nature or status of his position or responsibilities or the conditions of his employment from those in effect immediately prior to theChange in Control; 

**(B)** a reduction by the Corporation in Employee’s annual base salary; 

**(C)** the Corporation’s requiring Employee to be based more than fifty (50) miles from the Corporation’s offices atwhich he was principally employed immediately prior to the date of the Change in Control; 

**(D)** the failure by theCorporation to pay to Employee any portion of his current compensation or compensation under any deferred compensation program of the Corporation within seven (7) days of the date such compensation is due; 

**(E)** the failure by the Corporation to continue in effect any compensation, welfare or benefit plan in which Employee isparticipating at the time of a Change in Control without substituting plans providing Employee with substantially similar or greater benefits, or the taking of any action by the Corporation which would adversely affect Employee’s participationin or materially reduce Employee’s benefits under any such plans or deprive Employee of any material fringe benefit enjoyed by Employee at the time of the Change in Control; 

**(F)** the failure of the Corporation to obtain a satisfactory agreement from any successor to assume and agree to perform thisAgreement. 

 

5 

**6.3*****Severance Pay and Benefits.*******    IfEmployee’s employment with the Corporation terminates under circumstances as described in Section 6.2 above, Employee shall be entitled to receive all of the following: 

**(A)** all accrued compensation through the termination date; 

**(B)** a severance payment equal to Employee’s then current monthly salary for twenty-four (24) months (less applicablewithholdings), payable in accordance with the Corporation’s regular payroll periods or, at the Corporation’s option, a lump sum. During the twenty-four (24) month period following termination, if Employee accepts employment or aconsultancy with another entity or becomes self-employed, then he must notify the Corporation before such employment or consultancy begins and the payments made pursuant to this Section 6.3(B) shall be reduced by the amount of compensation tobe paid to him in connection with such employment, consultancy or self-employment. If Employee does not notify the Corporation in accordance with this provision, then its obligation to make payments or further payments pursuant to thisSection 6.3(B) shall cease; 

**(C)** unless the Employee obtains comparable medical insurance coverage from asubsequent employer, then, for the twenty-four (24) months following the termination of Employee’s employment, he may continue to participate, to the extent permitted by the plan, in the medical insurance plan in which he participated onthe effective termination of employment date. The Corporation will pay or, at the Corporation’s option, reimburse the Employee for the premiums actually paid, to continue coverage under the medical insurance plan during the period. In the eventthat the Employee is ineligible to participate in such medical insurance plan following termination of employment, the Corporation shall arrange to provide the Employee with substantially similar medical insurance benefits, at no greater cost to theEmployee than the cost he paid for such benefits immediately prior to termination. 

**7.*****WAIVER OFBREACH*****.**    The Corporation’s or Employee’s waiver of any breach of a provision of this Agreement shall not waive any subsequent breach by the other party. 

**8.*****ENTIRE AGREEMENT*****.**    Except as expressly provided in this Agreement, this Agreement:(i) supersedes all other understandings and agreements, oral or written, between the parties with respect to the subject matter of this Agreement; and (ii) constitutes the sole agreement between the parties with respect to this subjectmatter. Each party acknowledges that: (i) no representations, inducements, promises or agreements, oral or written, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement; and(ii) no agreement, statement or promise not contained in this Agreement shall be valid. No change or modification of this Agreement shall be valid or binding upon the parties unless such change or modification is in writing and is signed by theparties. 

**9.*****SEVERABILITY*****.**    If a court of competent jurisdiction holds that any provisionor sub-part thereof contained in this Agreement is invalid, illegal or unenforceable, that invalidity, illegality or unenforceability shall not affect any other provision in this Agreement. Additionally, if any of the provisions, clauses or phrasesin the Competitive Business Activities, Trade Secrets, Confidential Information and Corporation Property provisions set forth in this Agreement are held unenforceable by a court of competent jurisdiction, then the parties desire that they be“blue-penciled” or rewritten by the court to the extent necessary to render them enforceable. 

**10.*****PARTIESBOUND*****.**    The terms, provisions, covenants and agreements contained in this Agreement shall apply to, be binding upon and inure to the benefit of the Corporation’s successors and assigns. The Corporation, atits discretion, may assign this Agreement. Employee may not assign this Agreement without the Corporation’s prior written consent. 

**11.*****REMEDIES*****.**    Employee acknowledges that his breach of this Agreement would cause the Corporation irreparable harm for which damages would be difficult, if not impossible, to ascertain andlegal remedies would be inadequate. Therefore, in addition to any legal or other relief to which the Corporation may be entitled by virtue of the Employee’s breach or threatened breach of this Agreement, the Corporation may seek equitablerelief, including but not limited to preliminary and injunctive relief, and such other available remedies. 

**12.*****GOVERNINGLAW*****.**    This Agreement and the employment relationship created by it shall be governed by North Carolina law without giving effect to North Carolina choice of law provisions. 

 

6 

**IN WITNESS WHEREOF**, the parties have entered into this Agreement on the day and year writtenbelow. 

 
/s/    KEITH BELL         7/21/06**Keith Bell** Date
 
**THE PANTRY, INC.** By: /s/    PETER J. SODINI         6/26/06
**Name:**

**Title:**
 
**Peter J. Sodini**

**President and Chief Executive Officer**
 Date
 

7