Exhibit 10.44





The Pantry,
Inc.    Fiscal Year 2002 MANAGEMENT & ADMINISTRATIVE INCENTIVE PLAN




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The Pantry, Inc.





Fiscal Year 2002


MANAGEMENT & ADMINISTRATIVE INCENTIVE PLAN





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PURPOSE





The purpose of the incentive plan is to foster outstanding Company financial performance, to direct participants efforts toward performance that supports
the Companys business plan and to reward key participants for these accomplishments with an annual cash bonus.





ADMINISTRATION





The Incentive Committee has the authority to make all necessary determinations in
administration and interpretation of the Plan. All requests for an exception to the Plan or interpretations should be fully researched, documented and made in writing to the Senior Vice President, Administration. Requests must have approval of the
functional areas Vice President. All decisions made by the Incentive Committee are final and binding.





DETERMINATION OF INCENTIVE PAYOUT





The Incentive Committee will determine prior to or during the fiscal
year a minimum, midpoint and maximum E.B.I.T.D.A. target. These targets represent the points at which plan participants will receive an incentive award.





|1. |  | Sr. Executive Staff Member or Officer: The incentive award is 100% discretionary based on the financial results of all companies comprising The Pantry,
Inc.
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|2. |  | Executive Staff or Region Executive: The incentive award is 50% discretionary & 50% based on the financial results of the employing Company or the
individuals own region, as applicable.
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|3. |  | Executive Staff or Region Manager: The incentive award is 50% discretionary & 50% based on the financial results of the employing Company or the
individuals own region, as applicable.
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|4. |  | Director or Division Director: The incentive award is 50% discretionary and 50% based on the financial results of the employing Company or the
individuals own division, as applicable.
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|5. |  | Director: The incentive award is 50% discretionary and 50% based on the financial results of the employing Company, as applicable.
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|6. |  | Manager or Professional Staff: The incentive award is 50% discretionary and 50% based on the financial results of the employing Company, as applicable.
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|7. |  | Supervisor, Technical or Support Staff: The incentive award is 50% discretionary and 50% based on the financial results of the employing Company, as
applicable.
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|8. |  | Administrative, Clerical or Support Staff: Discretionary Christmas Bonus.
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SELECTION OF PARTICIPANTS





Each year, the Incentive
Committee will review and approve a list of employees, whose efforts can materially affect the performances of the Company. On review and approval, these employees become participants for the fiscal year. The Incentive Committee, with the approval
of the Boards Compensation Committee, will establish and assign participants to incentive award categories.





An employee who has
been selected as a plan participant will be notified that s/he is eligible to participate and informed of his/her category of participation and incentive award potential. Employees designated in Category 8 (Administrative/Clerical Staff) may receive
an incentive award in the form of a Christmas Bonus at the discretion of the Company. Therefore, notification is informal and made at the time of payment.





INCENTIVE AWARDS





The Incentive Committee will determine as early as
practicable after the close of the fiscal year, the financial results verses targets. If the financial results are less than the established E.B.I.T.D.A. minimum target, then no incentive will be paid. Incentive amounts will be paid based on full
achievement of each target. For example, no more than




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the Minimum incentive award will be paid if the MidPoint target is not fully achieved. Payment will be made as soon as practicable after the end of the fiscal year closing.





The following table shows the incentive awards available based on incentive level groupings and financial results. The incentive award equals a
percentage of the base salary, exclusive of other types of compensation, earned during the fiscal year.





Category

General Description

Minimum

Midpoint

Maximum1

Senior Executive Staff & Officers

Discretionary2

Executive Staff or Region* Executive

50% Discretionary

30%

35%

40%50% Company or Region* Results3

Executive Staff or Region* Manager

50% Discretionary

25%

30%

35%50% Company or Region* Results4

Director or Division* Director

50% Discretionary

20%

25%

30%50% Company or Division* Results5

Director or Manager

50% Discretionary

15%

20%

25%50% Company Results6

Manager or Professional Staff

50% Discretionary

10%

15%

20%50% Company Results7

Technical or Support Staff

50% Discretionary

5%

10%

15%50% Company Results8

Administrative & Clerical Staff

Discretionary Christmas Bonus

1 Week

1.5 Weeks

2 Weeks





TERMINATION, DEATH OR DISABILITY





Terminated employeesvoluntary or involuntarywill not be eligible for incentive payments. All participants must be employed at the time of payment in
order to receive payment under the Plan. A disabled or deceased employee will be paid a prorated incentive based on compensation earned during active employment.





TRANSFER/NEW HIRES





The Incentive Committee must approve employees newly
hired or transferred into potential incentive-eligible positions. Once approved, the participant will be paid a prorated incentive based on assigned category and base compensation earned from start date of work in the position to the end of the
fiscal year.





Participants transferred out of incentive-eligible positions for performance reasons will not be eligible for incentive
paymentsregardless of length of time in the position. Transfers between incentive-eligible positions will be paid a prorated amount based on the incentive grouping and the compensation earned during the period in each of the incentive-eligible
positions.





TERMS AND CONDITIONS





The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Company and the Participant. A Participant shall have no rights against the Company except
as may be specifically provided for herein. Moreover, nothing in this Plan shall be deemed to give a participant the right to be retained in the service of the Company.





The Plan may be terminated, modified, amended, revised or otherwise altered in any part or in its entirety at any time at the discretion of the Incentive Committee. When possible any change in the Plan
will be announced to the participants prior to the period in which the change(s) become effective.







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The Pantry, Inc.





Fiscal Year 2002


MANAGEMENT & ADMINISTRATIVE INCENTIVE PLAN





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ACKNOWLEDGMENT





I acknowledge receipt of The Pantry, Inc. Management & Administrative
Incentive Plan for Fiscal 2002.








Participants Signature



Social Security NumberTitle



Date