**Exhibit 10.46**

**AMENDED AND RESTATED**

**EMPLOYMENT AGREEMENT**

**THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT** (“Agreement”) is made and entered into by THE PANTRY, INC., a Delaware corporation (the “Corporation”) and FRANK G. PACI (the “Employee”).

The Corporation and Employee are parties to an employment agreement dated June 12, 2007 (the “Employment Agreement”). They wish toamend and restate the Employment Agreement as provided herein. 

The Corporation desires to employ Employee and Employee desires to accept suchemployment on the terms set forth below. 

In consideration of the mutual promises set forth below and other good and valuable consideration, thereceipt 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 and conditions set forth in this Agreement.Employee shall serve as Senior Vice President - Finance and Chief Financial Officer and have such responsibilities and authority as the Corporation may assign from time to time. Employee, at the Corporation’s discretion, may be reassigned ortransferred to different units or locations. 

**      1.1        **Employeeshall perform all duties and exercise all authority 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’sinterests. During his employment, Employee shall not engage in any other business activities of any nature 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 theCorporation. 

**2.          COMPENSATION.**

**      2.1        Base Salary.**    Employee’s annualsalary for all services rendered shall be Four Hundred and Twenty Thousand and 00/100 Dollars ($420,000.00) (less any applicable taxes and withholdings) payable in accordance with the Corporation’s policies, procedures and practices as they mayexist from time to time. Employee’s salary periodically may be subject to annual increases in the Corporation’s discretion in accordance with its policies, procedures and practices as they may exist from time to time. 

**      2.2        Bonuses.**

**         2.2.1        GuaranteedBonus.**    For the Corporation’s fiscal year 2008, Employee shall be entitled to receive a guaranteed bonus of the greater of One Hundred and Fifty Thousand and 00/100 Dollars ($150,000.00) (less any applicable taxesand withholdings) or the amount Employee would receive under the Corporation’s incentive plan for the 

Corporation’s fiscal year ending September 25, 2008. For fiscal year 2009, Employee shall receive a bonus equal to the greater of One Hundred Thousand and00/100 Dollars ($100, 000.00) (less applicable withholdings) or the amount Employee would receive under the Corporation’s incentive plan for the Corporation’s fiscal year ending September 24, 2009. Such bonuses shall be paid inaccordance with the terms of the Corporation’s regular incentive programs and Employee must be employed by the Corporation at the time payment of such bonuses would be made. For fiscal years 2010 and following, Employee will be eligible toparticipate in the Corporation’s regular incentive plans and programs. 

**         2.2.2        “Sign-On” Bonus.**    Upon the execution of this Agreement, Employee shall be entitled toreceive a sign-on bonus of One Hundred Thousand and 00/100 Dollars ($100,000.00) (less any applicable taxes and withholdings). Such bonus shall be paid within thirty (30) days of the commencement of the term of employment under this Agreement.If Employee should voluntarily terminate his employment hereunder during the first twelve (12) months of the term of this Agreement, then Employee hereby agrees to repay a prorated portion of the sign-on bonus, prorated for the number of fullmonths Employee works during that twelve (12) month period. 

**      2.3        Relocation Expenses.**    The Corporation will assist Employee in relocating to North Carolina by providing a mutuallyagreeable temporary housing allowance for up to six (6) months and by purchasing Employee’s current principal residence in accordance with the terms of the Corporation’s regular relocation practices and policies. In addition, theCorporation will reimburse Employee for incidental expenses related to his relocation which would not otherwise be reimbursable under the Corporation’s regular relocation practices and policies. Provided, however, no such relocation expensesshall be paid later than March 15 of the year following the year in which the expense was incurred. 

      **2.4        Bonus Programs.**    Employee may participate in any incentive program which may be made available from time to time tothe Corporation’s employees at Employee’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, andprovided that for Employee’s first and second years of employment hereunder, his bonus entitlement shall be as described in Section 2.2.1 above. 

      **2.5        Benefits.    **Employee may participate in all medical, dental, disability, insurance, 401 (k), pension, vacation andother employee benefit plans and programs which may be made available from time to time to 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 a minimum of four(4) weeks of annual vacation. 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 the Corporation to create, continue orrefrain from amending, modifying, revising or revoking any of the plans, programs or benefits set forth in Sections 2.3, 2.4 and 2.5. Employee acknowledges that the Corporation, in its sole discretion, may amend, modify, revise or revoke any suchplans, programs or benefits. Any amendments, modifications, revisions and revocations of these plans, programs and benefits shall apply to Employee. Nothing in this Agreement shall afford Employee any greater rights or benefits with regard to theseplans, programs and benefits than are afforded to him under their applicable terms, conditions and 

 

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eligibility requirements, some of which are within the plan administrator’s discretion, as they may exist from time to time. 

**      2.7        Offset for Disability Payments.**    If atany time during which 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, mayreduce his salary or post-termination payments by the amount of such disability payments. 

**3.          TERM OF EMPLOYMENT AND TERMINATION.    **The term of employment under this Agreement shall be for a two (2) year period commencing onJuly 2, 2007 and terminating on July 2, 2009 subject to the following provisions: 

**      3.1        Automatic Renewal.**    Upon the expiration of the original term or any renewal term of employment, Employee’semployment 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 of its 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 orany renewal term, the employment relationship hereunder shall be terminated without cause thirty (30) days after either the Corporation or Employee gives notice of such termination to the other party. 

      **3.3        With Cause.**    The Corporation mayterminate Employee’s employment immediately without 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 theCorporation; (ii) Employee’s insubordination in 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 demonstrablyand materially injurious to the Corporation, monetarily or 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 atermination pursuant to Section 3.3(i), Employee shall be 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 Corporationmay terminate Employee’s employment without notice in the event of Employee’s death or “Disability” which shall mean Employee’s physical or mental inability to perform the essential functions of his duties with or withoutreasonable accommodation for a period of 180 consecutive days or 180 days in total within a 365-day period as determined by the Corporation in its reasonable discretion and in accordance with applicable law. 

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

 

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**4.          COMPENSATION UPON TERMINATION.**

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

**      4.2        By Corporation by Non-Renewal or Without Cause.**

         **4.2.1    ** If the Corporation terminates Employee’s employment by notice of non-renewal or without Cause, then Employee shall be entitledto receive: 

         **(A)        **amounts due on theeffective termination date; 

         **(B)        **anamount equal to Employee’s then current monthly salary for twelve (12) months, less any applicable taxes and withholdings and payable in substantially equal installments on the last business day of each applicable month. For purposes ofSection 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), as applicable, each installment payment shall be considered a separate payment; 

                      In the event that the total amount of payments due Employee under Section 4.2.1(B) should exceed themaximum amount permitted to be paid under a separation pay plan exempt from regulation under Section 409A pursuant to Treasury Regulations Section 1.409A-1(b)(9)(iii), then the entire amount in excess of such maximum amount shall be paidto Employee no later than two and one-half (2 1/2) months following the end of the calendar year in whichEmployee’s employment terminated. 

         **(C)        **unless Employee obtains comparable group health insurance coverage from a subsequent employer, then, for the twelve(12) months following the termination of Employee’s employment, Employee may elect to continue participation in the Corporation’s group health insurance plan in which Employee participated upon termination of employment by electingcontinuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). For the twelve (12) month continuation period, the Corporation shall reimburse Employee for that portion of the COBRA premiums in excess of theamount Employee paid for group health plan coverage immediately prior to termination from employment. In the event Employee prefers to obtain coverage under an individual health insurance policy that is less expensive than COBRA coverage rather thanelecting COBRA continuation coverage, the Corporation shall, for twelve (12) months, reimburse Employee for that portion of the premium payments that are in excess of the amount Employee paid for group health plan coverage immediately prior totermination of employment. All reimbursements required pursuant to this Section 4.2.1(C) shall be paid as soon as reasonably practicable following Employee’s submission of proof of timely premium payments to the Corporation; provided,however, that all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than fifteen (15) months following Employee’s termination of employment. 

         **4.2.2     **However, if the Corporation terminates Employee’s employmentwithout Cause during the first two (2) years of employment under this Agreement, then Employee shall be entitled to receive: (A) amounts due on the effective termination date; (B) an amount equal to the greater of Employee’s thencurrent monthly salary for the then remaining 

 

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months in the initial term of this Agreement or for twelve (12) months, less any applicable taxes and withholdings and payable in substantially equal installmentson the last business day of each applicable month (for purposes of Section 409A, each installment payment shall be considered a separate payment); and (C) the guaranteed minimum bonus, as set forth in Section 2.2.1 above, for thefiscal year in which said termination occurs. 

                      In the event that the total amount of payments due Employee under Section 4.2.2(B) should exceed themaximum amount permitted to be paid under a separation pay plan exempt from regulation under Section 409A pursuant to Treasury Regulations Section 1.409A-1(b)(9)(iii), then the entire amount in excess of such maximum amount shall be paidto Employee no later than two and one-half (2 1/2) months following the end of the calendar year in whichEmployee’s employment terminated. 

         **(C)        **unless Employee obtains comparable group health insurance coverage from a subsequent employer, then, for the twelve(12) months following the termination of Employee’s employment, Employee may elect to continue participation in the Corporation’s group health insurance plan in which Employee participated upon termination of employment by electingcontinuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). For the twelve (12) month continuation period, the Corporation shall reimburse Employee for that portion of the COBRA premiums in excess of theamount Employee paid for group health plan coverage immediately prior to termination from employment. In the event Employee prefers to obtain coverage under an individual health insurance policy that is less expensive than COBRA coverage rather thanelecting COBRA continuation coverage, the Corporation shall, for twelve (12) months, reimburse Employee for that portion of the premium payments that are in excess of the amount Employee paid for group health plan coverage immediately prior totermination of employment. All reimbursements required pursuant to this Section 4.2.2(C) shall be paid as soon as reasonably practicable following Employee’s submission of proof of timely premium payments to the Corporation; provided,however, that all such claims for reimbursement shall be submitted by Employee and paid by the Corporation no later than fifteen (15) months following Employee’s termination of employment. 

         **4.2.3    **During the twelve (12) month period following termination, ifEmployee 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 salary continuation payments shall be reduced by the amount ofcompensation 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, then its obligation to make payments or further payments pursuant tothis Section shall cease. 

      **4.3        Death or Disability.    **If Employee’s employment is terminated because of Employee’s death either before orafter a Change in Control (as hereinafter defined), then the Corporation shall pay to the estate of Employee an amount (less any applicable taxes and withholdings) equal to Employee’s then current monthly salary for six (6) months. IfEmployee’s employment is terminated because of Disability either before or after a Change in Control, then the Corporation shall pay Employee his then current monthly salary (less any applicable taxes and withholdings) for a period equal to theshorter of: (i) six (6) months from the date of termination; or, (ii) the time period from the date of termination through the date on which Employee begins receiving long term disability insurance benefits in accordance with theCorporation’s long term disability plan. Any payments paid to Employee or his estate pursuant to this Section shall be paid in periodic, substantially equal installments; provided, however, that all such amounts payable shall be paid no laterthan two and one-half (2 1/2) months following the 

 

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end of the calendar year in which Employee’s employment terminated. For purposes of Section 409A, as applicable, each installment payment shall be considereda separate payment. 

      **4.4        Severance Pursuant toAgreement.**    The Corporation’s obligation to provide the payments under Sections 4.2 and 4.3 (except in the event of termination because of Employee’s death) is conditioned upon Employee’s execution of anenforceable release of all claims and his compliance with Section 5 hereof (specifically including the return of all Corporation property). The required release shall contain a non-disparagement clause. If Employee chooses not to execute such arelease or fails to comply with Section 5 of this Agreement, then the Corporation’s obligation to compensate him ceases on the effective termination date except as to amounts due at that time. Employee is not entitled to receive anycompensation or benefits upon his termination except 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 theterms and conditions afforded Employee under this Agreement 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 orsupplant 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 CORPORATIONPROPERTY.**    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 inSection 5.2.2) of the Corporation including valuable information about its business operations and entities with whom it does business in various locations, and (ii) has developed or will develop relationships with parties with whom itdoes business in 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’slegitimate business 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 tounderstand the scope of the restrictions imposed on him. 

      **5.1        Competitive Business Activities.**    Without the Corporation’s prior written approval, during Employee’semployment and for twelve (12) months following termination of employment regardless of the reason for such termination: 

         **(A)        **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 or Florida. Notwithstanding the foregoing, Employee’s ownership, directly or indirectly, of notmore than one percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter market shall not violate Section 5.1(A). 

         **(B)        **Employee will not directly or indirectly, requestor 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 convenience store business in competition withthe Corporation. 

 

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      **5.2        Trade Secrets:Confidential Information.**

         **(A)        **Employee hereby covenants and agrees not to use or disclose any Confidential Information (as hereinafter defined) or tradesecrets 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 to items that, through no fault of Employee’s,have entered the public domain. 

         **(B)        Confidential information.**    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 is material to the Corporation and not generally known by the public. To the extent consistent with the foregoing definition,Confidential Information includes without limitation: (i) reports, pricing, sales manuals and training manuals, selling and pricing procedures, and financing methods of the Corporation, together with any techniques utilized by the Corporationin designing, developing, manufacturing, testing or marketing its products or in performing services for clients, customers and accounts of the Corporation; and (ii) the business plans, financial statements, reports and projections of theCorporation, and the Corporation’s prospective strategic or expansion plans. 

         **(C)        Corporation Property.**    Employee acknowledges that all trade secrets and Confidential Informationare 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 which Employee may have or obtainwith 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 any copies) and all otherCorporation 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 theCorporation’s rights and remedies under law 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.

**6.          Change in Control.**

      **6****.1        Definition of Change inControl.**    For purposes of this Agreement, a “Change in Control” shall mean: 

         **(A)        **any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities 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 corporation owned, directly or indirectly, by the stockholders ofthe 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 definedin 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 the Corporation’s then outstanding securities; or 

 

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         **(B)        **the consummation of a merger, share exchange, consolidation or reorganization involving the Corporation and any othercorporation 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 entity after such transaction is held in the aggregate by the holdersof 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; or 

         **(D)        **during any period of twenty-four (24) consecutive months, the individuals who constitute the Board of Directors of theCorporation at the beginning of such period (the “Incumbent Directors”) cease for any reason to constitute a majority of the Board of Directors; provided, however, that a director who is not a director at the beginning of such period shallbe deemed to be an Incumbent Director if such director is elected or recommended for election by a majority of the directors who are then Incumbent Directors. 

      **6.2        Termination Following a Change in Control.    **After the occurrence of a Change in Control, Employee shallbe entitled to receive payments and benefits pursuant to this Agreement if Employee’s employment is terminated within 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. For purposes 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 conditions having arisen without his consent after having given the Corporation written notice of the existence of such condition within sixty (60) days of the initial existence of the condition andproviding the Corporation with thirty (30) days to remedy the condition: 

         **(A)        **a substantial adverse alteration in the nature or status of his position or responsibilities or the conditions of his employmentfrom those in effect immediately prior to the Change in Control; 

         **(B)        **a material diminution by the Corporation of Employee’s annual base salary and target bonus; 

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

         **(D)        **the Corporation’s material failure to pay Employee any compensation due under this Agreement; 

         **(E)        **the failure of the Corporation to obtain asatisfactory agreement from any successor to assume and agree to perform this Agreement; 

         **(F)        **any other action or inaction that constitutes a material breach by the Corporation of this Agreement. 

 

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      **6.3        Severance Pay andBenefits.    **If Employee’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 terminationdate; 

         **(B)        **a severance payment equal toEmployee’s then current monthly salary for twenty-four (24) months plus an amount equal to the value of Employee’s target bonus for the year in which the termination occurs (less any applicable taxes and withholdings), payable insubstantially equal installments on the last business day of each applicable month. For purposes of Section 409A, as applicable, each installment payment shall be considered a separate payment. During the twenty-four (24) month periodfollowing 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 made pursuant to thisSection 6.3(B) 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, then itsobligation to make payments or further payments pursuant to this Section 6.3(B) shall cease; 

                     In the event that the total amount of payments due Employee under Section 6.3(B) should exceed the maximumamount permitted to be paid under a separation pay plan exempt from regulation under Section 409A pursuant to Treasury Regulations Section 1.409A-1(b)(9)(iii), then the entire amount in excess of such maximum amount shall be paid toEmployee no later than two and one-half (2 1/2) months following the end of the calendar year in which Employee’semployment terminated. 

         **(C)        **unless Employee obtains comparable medical insurance coverage from a subsequent employer, then, for twenty-four (24) monthsfollowing the termination of Employee’s employment, the Corporation shall reimburse Employee for certain premiums paid for comparable health insurance coverage as described in this Section 6.3(C). Employee may elect to continue coverageunder the Corporation’s group health insurance plan in which he participated on the effective date of the termination of employment by election of continuation coverage under COBRA, subject to the terms of the group health plan and applicablelaw. The Corporation shall reimburse Employee for that portion of the COBRA premiums that are in excess of the amount Employee paid for group health plan coverage immediately prior to termination of employment for the lesser of: (i) the maximumCOBRA period for which Employee is eligible, or (ii) twenty-four (24) months following termination of employment. At the end of the maximum COBRA continuation period, the Corporation shall further reimburse Employee for that portion ofhealth insurance premiums under a fully-insured, individual health insurance policy that are in excess of the amount Employee paid for coverage under the Corporation’s group health plan immediately prior to termination of employment. Suchindividual health insurance policy reimbursements shall continue for no longer than the remainder, if any, of the twenty-four (24) month health insurance continuation period following expiration of the maximum COBRA continuation period.Notwithstanding the foregoing, in the event Employee prefers to initially obtain health insurance coverage under a fully-insured, individual health insurance policy that is less expensive than COBRA coverage, the Corporation shall reimburse Employeefor premiums that are in excess of the amount Employee paid for health insurance under the Corporation’s group health plan immediately prior to termination through the earlier to occur of: (i) twenty-four (24) months followingtermination of employment, or (ii) the date Employee obtains comparable group health insurance coverage from a subsequent employer. All such reimbursements required pursuant to this Section 6.3(C) shall be paid as soon as reasonablypracticable following Employee’s 

 

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submission of proof of timely premium payments to the Corporation; provided, however, that all such claims for reimbursement shall be submitted by Employee and paid bythe Corporation no later than twenty-seven (27) months following Employee’s termination of employment. 

         **(D)        **If the termination occurs during the first two (2) years of employment under this Agreement, then Employee shall also beentitled to receive the guaranteed minimum bonus, as set forth in Section 2.2.1 above, for the fiscal year in which the termination occurs. 

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

**8.          ENTIREAGREEMENT.    **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 thisAgreement; and (ii) constitutes the sole agreement between the parties with respect to this subject matter. Each party acknowledges that: (i) no representations, inducements, promises or agreements, oral or written, have been made by anyparty 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 validor binding upon the parties unless such change or modification is in writing and is signed by the parties. 

**9.          SEVERABILITY.    **If a court of competent jurisdiction holds that any provision or 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 phrases in 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 such provisions, clauses, or phrases be “blue-penciled” orrewritten by the court to the extent necessary to render them enforceable. 

**10.          PARTIES BOUND.    **The terms, provisions, covenants and agreements contained in this Agreement shall apply to, be binding upon and inure to thebenefit of the Corporation’s successors and assigns. The Corporation, at its 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 thisAgreement would cause the Corporation irreparable harm for which damages would be difficult, if not impossible, to ascertain and legal remedies would be inadequate. Therefore, in addition to any legal or other relief to which the Corporation may beentitled by virtue of the Employee’s breach or threatened breach of this Agreement, the Corporation may seek equitable relief, including but not limited to preliminary and injunctive relief, and such other available remedies. 

**12.          DELAYED DISTRIBUTION TO KEY EMPLOYEES.**    If the Corporationdetermines, in accordance with Sections 409A and 416(i) of the Code and the regulations promulgated thereunder, in the Corporation’s sole discretion, that Employee is a Key Employee of the Corporation on the date her employment with theCorporation terminates and that a delay in severance pay and benefits provided under this Agreement is necessary for compliance with Section 409A(a)(2)(B)(i), then any severance payments and any continuation of benefits or reimbursement ofbenefit costs provided under this Agreement and not otherwise exempt from Section 409A shall be delayed for a period of six (6) months (the “409A Delay Period”). In such 

 

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event, any such severance payments and the cost of any such continuation of benefits provided under this Agreement that would otherwise be due and payable to Employeeduring the 409A Delay Period shall be paid to Employee in a lump sum cash amount in the month following the end of the 409A Delay Period. For purposes of this Agreement, “Key Employee” shall mean an employee who, on an Identification Date(“Identification Date” shall mean each December 31) is a key employee as defined in Section 416(i) of the Code without regard to paragraph (5) of that section. If Employee is identified as a Key Employee on an IdentificationDate, then Employee shall be considered a Key Employee for purposes of this Agreement during the period beginning on the first April 1 following the Identification Date and ending on the following March 31. 

**13.          GOVERNING LAW.    **This Agreement and the employment relationshipcreated by it shall be governed by North Carolina law without giving effect to North Carolina choice of law provisions. 

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

 
  **EMPLOYEE**    
*/s/*FRANK G. PACI
  
11/20/2007        
  Frank G. Paci  Date  **THE PANTRY, INC.**    
*/s/*PETER J. SODINI
  
11/20/07
  Peter J. Sodini  Date
 

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