The Pantry, Inc. 2007 Omnibus Plan



 Exhibit 10.1 
 The Pantry, Inc. 
 2007 Omnibus Plan 
 Effective March 29, 2007 







 Contents 
  

					
	 Article 1.
	 	Establishment, Purpose, and Duration	  	1
			
	 Article 2.
	 	Definitions	  	1
			
	 Article 3.
	 	Administration	  	5
			
	 Article 4.
	 	Shares Subject to This Plan and Maximum Awards	  	6
			
	 Article 5.
	 	Eligibility and Participation	  	8
			
	 Article 6.
	 	Stock Options	  	8
			
	 Article 7.
	 	Stock Appreciation Rights	  	10
			
	 Article 8.
	 	Restricted Stock and Restricted Stock Units	  	11
			
	 Article 9.
	 	Performance Units/Performance Shares	  	12
			
	 Article 10.
	 	Cash-Based Awards and Other Stock-Based Awards	  	13
			
	 Article 11.
	 	Transferability of Awards	  	14
			
	 Article 12.
	 	Performance Measures	  	14
			
	 Article 13.
	 	Nonemployee Director Awards	  	15
			
	 Article 14.
	 	Dividends and Dividend Equivalents	  	16
			
	 Article 15.
	 	Change of Control	  	16
			
	 Article 16.
	 	Rights of Participants	  	16
			
	 Article 17.
	 	Amendment, Modification, Suspension, and Termination	  	16
			
	 Article 18.
	 	Withholding	  	17
			
	 Article 19.
	 	Successors	  	17
			
	 Article 20.
	 	General Provisions	  	18

  

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 The Pantry, Inc. 
 2007 Omnibus Plan 
 Effective March 29, 2007 
 Article 1. Establishment, Purpose, and Duration 
 1.1 Establishment. The Pantry, Inc. (hereinafter referred to as the
“Company”) hereby establishes an incentive compensation plan to be known as The Pantry, Inc. 2007 Omnibus Plan (hereinafter referred to as the “Plan”), as set forth in this document. 
 The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
Performance Shares, Performance Units, Covered Employee annual incentive awards, Cash-Based Awards, and Other Stock-Based Awards. 
 The Plan
shall become effective on the date that it is approved by the Company’s shareholders (the “Effective Date”) and shall remain in effect as provided in Section 1.3 hereof. 
 1.2 Purpose of the Plan. The purpose of the Plan is to advance the interests of the Company and its shareholders through Awards that give
Employees and Directors a personal stake in the Company’s growth, development and financial success. Awards under the Plan will motivate Employees and Directors to devote their best efforts to the business of the Company. They will also help
the Company attract and retain the services of Employees and Directors who are in a position to make significant contributions to the Company’s future success. 
 1.3 Duration of the Plan. Unless sooner terminated as provided herein, the Plan shall terminate ten (10) years from the Effective Date. After the Plan’s termination, no new Awards may be granted, but
Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions, including the terms and conditions of the Plan. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten
(10) years after the earlier of: (a) the date the Plan is adopted by the Board, or (b) the Effective Date. 
 1.4 No More
Grants Under Prior Plan. After the Effective Date, no more grants will be made under the Prior Plan. 
 Article 2. Definitions 
 Whenever used in this Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word
shall be capitalized: 
 2.1 “Affiliate” shall mean any corporation or other entity (including, but not limited to, a
partnership or a limited liability company) that is affiliated with the Company through stock or equity ownership or otherwise, and is designated as an Affiliate for purposes of this Plan by the Committee. 
 2.2 “Annual Award Limit” or “Annual Award Limits” have the meaning set forth in Section 4.3. 
  

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 2.3 “Award” means, individually or collectively, a grant under this Plan of
Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Covered Employee annual incentive awards, Cash-Based Awards, or Other Stock-Based
Awards, in each case subject to the terms of this Plan. 
 2.4 “Award Agreement” means either: (a) a written agreement
entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, or (b) a written or electronic statement issued by the Company to a Participant describing the terms and
provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, Internet, or other nonpaper Award Agreements, and the use of electronic, Internet, or other nonpaper means for the
acceptance thereof and actions thereunder by a Participant. 
 2.5 “Beneficial Owner” or “Beneficial
Ownership” shall have the meaning ascribed to such terms in Rule 13d-3 promulgated under the Exchange Act. 
 2.6
“Board” or “Board of Directors” means the Board of Directors of the Company. 
 2.7 “Cash-Based
Award” means an Award, denominated in cash, granted to a Participant as described in Article 10. 
 2.8 “Change of
Control” means any of the following events: 
  

	 	(i)	 	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
Company; (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company; (iii) a Company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company; or (iv) the existing holders of capital stock of the Company 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 Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities. 

  

	 	(ii)	 	The consummation of a merger, share exchange, consolidation or reorganization involving the Company and any other Company or other entity as a result of which less than fifty
percent (50%) of the combined voting power of the Company or of the surviving or resulting Company or entity after such transaction is held in the aggregate by the holders of the combined voting power of the outstanding securities of the
Company immediately prior to such transaction. 

  

	 	(iii)	 	The stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the
Company’s assets. 

  

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 2.9 “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.
For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision. 
 2.10 “Committee” means the Compensation Committee of the Board or a subcommittee thereof, or any other committee designated by the Board
to administer this Plan. The members of the Committee shall be appointed from time to time and shall serve at the discretion of the Board. If the Committee does not exist or cannot function for any reason, the Board may take any action under the
Plan that would otherwise be the responsibility of the Committee. 
 2.11 “Company” means The Pantry, Inc., a Delaware
corporation, and any successor thereto as provided in Article 19 herein. 
 2.12 “Covered Employee” means any key
Employee who is or may become a “Covered Employee,” as defined in Code Section 162(m), and who is designated, either as an individual Employee or class of Employees, by the Committee within the shorter of: (a) ninety
(90) days after the beginning of the Performance Period, or (b) twenty-five percent (25%) of the Performance Period has elapsed, as a “Covered Employee” under this Plan for such applicable Performance Period. 
 2.13 “Director” means any individual who is a member of the Board of Directors of the Company. 
 2.14 “Effective Date” has the meaning set forth in Section 1.1. 
 2.15 “Employee” means any individual designated as an employee of the Company, its Affiliates, and/or its Subsidiaries on the payroll
records thereof. An Employee shall not include any individual during any period he or she is classified or treated by the Company, Affiliate, and/or Subsidiary as an independent contractor, a consultant, or any employee of an employment, consulting,
or temporary agency or any other entity other than the Company, Affiliate, and/or Subsidiary, without regard to whether such individual is subsequently determined to have been, or is subsequently retroactively reclassified as, a common-law employee
of the Company, Affiliate, and/or Subsidiary during such period. 
 2.16 “Exchange Act” means the Securities Exchange Act of
1934, as amended from time to time, or any successor act thereto. 
 2.17 “Fair Market Value” or “FMV”
means a price that is based on the closing price of a Share reported on the NASDAQ Stock Market LLC or other established stock exchange (or exchanges) on the applicable date, or an average of trading days, as determined by the Committee in its
discretion. Unless the Committee determines otherwise, Fair Market Value shall be deemed to be equal to the reported closing price of a Share on the most recent date on which Shares were publicly traded. In the event Shares are not publicly traded
at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate. 
 2.18 “Freestanding SAR” means an SAR that is granted independently of any Options, as described in Article 7. 
  

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 2.19 “Full-Value Award” means an Award other than in the form of an ISO, NQSO, or SAR,
and which is settled by the issuance of Shares. 
 2.20 “Grant Price” means the price established at the time of grant of an
SAR pursuant to Article 7, used to determine whether there is any payment due upon exercise of the SAR. 
 2.21 “Incentive Stock
Option” or “ISO” means an Option to purchase Shares granted under Article 6 to an Employee and that is designated as an Incentive Stock Option that is intended to meet the requirements of Code Section 422 or any
successor provision. 
 2.22 “Insider” shall mean an individual who is, on the relevant date, an officer or Director of the
Company, or a more than ten percent (10%) Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with
Section 16 of the Exchange Act. 
 2.22 “Nonemployee Director” means a Director who is not an Employee. 
 2.23 “Nonemployee Director Award” means any NQSO, SAR, or Full-Value Award granted, whether singly, in combination, or in tandem, to a
Participant who is a Nonemployee Director pursuant to such applicable terms, conditions, and limitations as the Board or Committee may establish in accordance with this Plan. 
 2.24 “Nonqualified Stock Option” or “NQSO” means an Option that is not intended to meet the requirements of Code
Section 422, or that otherwise does not meet such requirements. 
 2.25 “Option” means an Incentive Stock Option or a
Nonqualified Stock Option, as described in Article 6. 
 2.26 “Option Price” means the price at which a Share may be
purchased by a Participant pursuant to an Option. 
 2.27 “Other Stock-Based Award” means an equity-based or equity-related
Award not otherwise described by the terms of this Plan, granted pursuant to Article 10. 
 2.28 “Participant” means any
eligible individual as set forth in Article 5 to whom an Award is granted. 
 2.29 “Performance-Based Compensation” with
respect to Covered Employees, means compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for certain performance-based compensation. Notwithstanding the foregoing, nothing in this Plan shall be
construed to mean that an Award which does not satisfy the requirements for performance-based compensation under Code Section 162(m) does not constitute performance-based compensation for other purposes, including Code Section 409A.

 2.30 “Performance Measures” means measures as described in Article 12 on which the performance goals are based and which
are approved by the Company’s shareholders pursuant to this Plan in order to qualify Awards as Performance-Based Compensation. 
  

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 2.31 “Performance Period” means the period of time during which the performance goals
must be met in order to determine the degree of payout and/or vesting with respect to an Award. 
 2.32 “Performance Share”
means an Award under Article 9 herein and subject to the terms of this Plan, denominated in Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been
achieved. 
 2.33 “Performance Unit” means an Award under Article 9 herein and subject to the terms of this Plan,
denominated in units, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved. 
 2.34 “Period of Restriction” means the period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of
forfeiture (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Article 8. 
 2.35 “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and
14(d) thereof, including a “group” as defined in Section 13(d) thereof. 
 2.36 “Plan” means the The Pantry,
Inc. 2007 Omnibus Plan. 
 2.37 “Plan Year” means the calendar year. 
 2.38 “Prior Plan” means the 1999 Stock Option Plan, as amended and restated as of August 2, 2006 
 2.39 “Restricted Stock” means an Award of Shares granted to a Participant pursuant to Article 8. 
 2.40 “Restricted Stock Unit” means an Award granted to a Participant pursuant to Article 8, except no Shares are actually awarded to the
Participant on the date of grant. 
 2.41 “Share” means a share of common stock of the Company, par value $.01 per share.

 2.42 “Stock Appreciation Right” or “SAR” means an Award, designated as an SAR, pursuant to the terms of
Article 7 herein. 
 2.43 “Subsidiary” means any corporation or other entity, whether domestic or foreign, in which the
Company has or obtains, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise. 
 Article 3. Administration 
 3.1 General. The Plan shall be administered by the Committee, subject to this Article 3
and the other provisions of this Plan. The Committee may employ attorneys, consultants, accountants, agents, and other individuals or entities, any of which may be an Employee, and the Committee, the Company, and its officers and Directors shall be
entitled to rely upon the advice, opinions, or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee shall be final and binding on the Participants, the Company, and all other interested
individuals. 
  

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 3.2 Authority of the Committee. The Committee is authorized and empowered to administer the Plan
and, subject to the provisions of the Plan, shall have full power to (i) designate Employees and Directors to be recipients of Awards; (ii) determine the type and size of Awards; (iii) determine the terms and conditions of Awards;
(iv) certify satisfaction of performance goals for purposes of satisfying the requirements of Code Section 162(m); (v) construe and interpret the terms of the Plan and any Award Agreement or other instrument entered into under the
Plan; (vi) establish, amend, or waive rules and regulations for the Plan’s administration; (vii) subject to the provisions of Section 4.4., authorize conversion or substitution under the Plan of any or all outstanding option or
other awards held by service providers of an entity acquired by the Company on terms determined by the Committee (without regard to limitations set forth in Section 6.3 and 7.5); (viii) subject to the provisions of Articles 15 and 17,
amend the terms and conditions of any outstanding Award; (ix) grant Awards as an alternative to, or as the form of payment for, grants or rights earned or due under compensation plans or similar arrangements of the Company; and (x) make
any other determination and take any other action that it deems necessary or desirable for the administration of the Plan. 
 3.3
Delegation. To the extent permitted by law and applicable rules of a stock exchange, the Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as can the Committee:
(a) designate Employees to be recipients of Awards; and (b) determine the type and size of any such Awards; provided, however: (i) the authority to make Awards to any Nonemployee Director or to any Employee who is considered an
Insider may not be delegated; (ii) the resolution providing such authorization shall set forth the total number of Shares and Awards such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Committee regarding
the nature and scope of the Awards granted pursuant to the authority delegated. 
 Article 4. Shares Subject to This Plan and Maximum Awards

 4.1 Number of Shares Available for Awards. 
  

	 	(a)	 	Subject to adjustment as provided in Section 4.4 herein, the maximum number of Shares available for issuance to Participants under this Plan (the “Share
Authorization”) shall be: 

  

	 	(i)	Two million four hundred thousand (2,400,000) Shares, plus 

  

	 	(ii)	The number of Shares subject to outstanding awards under the Prior Plan as of the Effective Date, that, after the Effective Date, cease to be outstanding other than by reason of
their having been exercised for, or settled in, vested and nonforfeitable Shares. 

  

	 	(b)	 	The maximum number of Shares of the Share Authorization that may be issued pursuant to Full Value Awards under this Plan shall be one million two hundred thousand (1,200,000).


  

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	 	(c)	 	The maximum number of Shares of the Share Authorization that may be issued pursuant to ISOs under this Plan shall be two million four hundred thousand Shares (2,400,000).


 4.2 Share Usage. Shares covered by an Award shall only be counted as used to the extent they are actually issued;
provided, however, that the full number of Stock Appreciation Rights granted that are to be settled by the issuance of Shares shall be counted against the number of Shares available for award under the Plan, regardless of the number of Shares
actually issued upon settlement of such Stock Appreciation Rights. Further, any Shares withheld to satisfy tax witholding obligations on Awards issued under the Plan and Shares tendered to pay the exercise price of Awards under the Plan will no
longer be eligible to be returned as available Shares under the Plan. Any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or
are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for grant under this Plan. The Shares available for issuance under this Plan may be authorized and
unissued Shares or treasury Shares. 
 4.3 Annual Award Limits. Unless and until the Committee determines that an Award to a Covered
Employee shall not be designed to qualify as Performance-Based Compensation, the following limits (each an “Annual Award Limit” and, collectively, “Annual Award Limits”) shall apply to grants of such Awards under this Plan:

  

	 	(a)	 	Options: The maximum aggregate number of Shares subject to Options granted in any one Plan Year to any one Participant shall be two hundred fifty thousand (250,000).


  

	 	(b)	 	SARs: The maximum number of Shares subject to Stock Appreciation Rights granted in any one Plan Year to any one Participant shall be two hundred fifty thousand (250,000).


  

	 	(c)	 	Restricted Stock or Restricted Stock Units: The maximum aggregate grant with respect to Awards of Restricted Stock or Restricted Stock Units in any one Plan Year to any one
Participant shall be one hundred fifty thousand (150,000). 

  

	 	(d)	 	Performance Units or Performance Shares: The maximum aggregate Award of Performance Units or Performance Shares that a Participant may receive in any one Plan Year shall be
one hundred fifty thousand (150,000) Shares if such Award is payable in Shares, or equal to the value of one hundred fifty thousand (150,000) Shares if such Award is payable in cash or property other than Shares, determined as of the
earlier of the vesting or the payout date, as applicable. 

  

	 	(e)	 	Cash-Based Awards: The maximum aggregate amount awarded or credited with respect to Cash-Based Awards to any one Participant in any one Plan Year may not exceed five million
dollars ($5,000,000). 

  

	 	(f)	 	Other Stock-Based Awards. The maximum aggregate grant with respect to Other Stock-Based Awards pursuant to Section 10.2 in any one Plan Year to any one Participant shall
be one hundred fifty thousand (150,000). 

  

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 4.4 Adjustments in Authorized Shares. In the event of any corporate event or transaction
(including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split,
reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in-kind, or other like change in capital structure, number of outstanding Shares or distribution
(other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall substitute or adjust the
number and kind of Shares that may be issued under this Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annual Award Limits,
or other value determinations applicable to outstanding Awards, as determined by the Committee in its sole discretion. 
 The Committee, in
its sole discretion, may also make appropriate adjustments to any other terms of any outstanding Awards under this Plan to reflect such changes or distributions, including modifications of performance goals and changes in the length of Performance
Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan. 
 Subject to the provisions of Article 17 and notwithstanding anything else herein to the contrary, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance or
assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate (including, but not limited to, a conversion of equity
awards into Awards under this Plan in a manner consistent with paragraph 53 of FASB Interpretation No. 44), subject to compliance with the rules under Code Sections 422 and 424, as and where applicable. 
 Article 5. Eligibility and Participation 
 5.1
Eligibility. Individuals eligible to participate in this Plan include all Employees and Directors. 
 5.2 Actual Participation.
Subject to the provisions of this Plan, the Committee may, from time to time in its sole discretion, select from the individuals eligible to participate, those to whom Awards shall be granted. 
 Article 6. Stock Options 
 6.1 Grant of
Options. Subject to the terms and provisions of this Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion,
provided that ISOs may be granted only to eligible Employees of the Company or of any parent or subsidiary corporation (as permitted under Code Sections 422 and 424). However, an Employee who is employed by an Affiliate and/or Subsidiary and is
subject to Code Section 409A may only be granted Options to the extent the Affiliate and/or Subsidiary is part of the Company’s consolidated group for United States federal tax purposes. 
  

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 6.2 Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify
the Option Price, the maximum duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and such other provisions as the Committee shall determine which are
not inconsistent with the terms of this Plan. The Award Agreement also shall specify whether the Option is intended to be an ISO or an NQSO. 
 6.3 Option Price. The Option Price for each grant of an Option under this Plan shall be determined by the Committee in its sole discretion and shall be specified in the Award Agreement; provided, however, the Option Price on the date
of grant must be at least equal to one hundred percent (100%) of the FMV of the Shares as determined on the date of grant. 
 6.4 Term of Options. Each Option granted to a Participant shall expire at such time as the
Committee shall determine at the time of grant; provided, however, no Option shall be exercisable later than the tenth (10th) anniversary date of its grant. 
 6.5 Exercise of Options. Options granted under this Article 6 shall
be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant. 
 Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a
form specified or accepted by the Committee setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares, or by complying with any alternative exercise procedures the Committee
may authorize. 
 6.6 Payment. A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment
of the Option Price. The Option Price of any Option shall be payable to the Company in full either: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate
Fair Market Value at the time of exercise equal to the Option Price (provided that except as otherwise determined by the Committee, the Shares that are tendered must have been held by the Participant for at least six (6) months (or such other
period, if any, as the Committee may permit) prior to their tender to satisfy the Option Price if acquired under this Plan or any other compensation plan maintained by the Company or have been purchased on the open market); (c) by a cashless
(broker-assisted) exercise; (d) by a combination of (a), (b), and/or (c); or (e) any other method approved or accepted by the Committee in its sole discretion. 
 Subject to any governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment (including satisfaction of any applicable tax withholding), the Company shall
deliver to the Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option(s). 
 Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars. 

6.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an
Option granted under this Article 6 as it may deem 

  

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advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements
of any stock exchange or market upon which such Shares are then listed and/or traded, or under any blue sky or state securities laws applicable to such Shares. 
 6.8 Termination of Employment/Service. Each Participant’s Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the
Participant’s employment or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement
entered into with each Participant, need not be uniform among all Options issued pursuant to this Article 6, and may reflect distinctions based on the reasons for termination. 
 Article 7. Stock Appreciation Rights 
 7.1 Grant of SARs. Subject to the terms and conditions
of this Plan, Freestanding SARs may be granted to Participants at any time and from time to time as shall be determined by the Committee. However, an Employee who is employed by an Affiliate and/or Subsidiary and is subject to Code Section 409A
may only be granted SARs to the extent the Affiliate and/or Subsidiary is part of the Company’s consolidated group for United States federal tax purposes. 
 Subject to the terms and conditions of this Plan, the Committee shall have complete discretion in determining the number of SARs granted to each Participant and, consistent with the provisions of this Plan, in
determining the terms and conditions pertaining to such SARs. 
 The Grant Price for each grant of a Freestanding SAR shall be determined by
the Committee and shall be specified in the Award Agreement; provided, however, the Grant Price on the date of grant must be at least equal to one hundred percent (100%) of the FMV of the Shares as determined on the date of grant. 

7.2 SAR Agreement. Each SAR Award shall be evidenced by an Award Agreement that shall specify the Grant Price, the term of the SAR, and such
other provisions as the Committee shall determine. 
 7.3 Term of SAR. The term
of an SAR granted under this Plan shall be determined by the Committee, in its sole discretion, and except as determined otherwise by the Committee and specified in the SAR Award Agreement, no SAR shall be exercisable later than the tenth
(10th) anniversary date of its grant. 
 7.4 Exercise of Freestanding SARs. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion,
imposes. 
 7.5 Settlement of SAR Amount. Upon the exercise of an SAR, a Participant shall be entitled to receive payment from the
Company in an amount determined by multiplying: 
  

	 	(a)	 	The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by 

  

	 	(b)	 	The number of Shares with respect to which the SAR is exercised. 

  

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 At the discretion of the Committee, the payment upon SAR exercise may be in cash, Shares, or any
combination thereof, or in any other manner approved by the Committee in its sole discretion. The Committee’s determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining to the grant of the SAR.

 7.6 Termination of Employment/Service. Each Award Agreement shall set forth the extent to which the Participant shall have the
right to exercise the SAR following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreement entered into with Participants, need not be uniform among all SARs issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination. 
 7.7 Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares received upon exercise of an SAR
granted pursuant to this Plan as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the Participant hold the Shares received upon exercise of an SAR for a specified period of time.

 Article 8. Restricted Stock and Restricted Stock Units 
 8.1 Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or
Restricted Stock Units to Participants in such amounts as the Committee shall determine. Restricted Stock Units shall be similar to Restricted Stock except that no Shares are actually awarded to the Participant on the date of grant. 
 8.2 Restricted Stock or Restricted Stock Unit Agreement. Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by an Award
Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine. 
 8.3 Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock or Restricted Stock
Units granted pursuant to this Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based upon the
achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, and/or restrictions under applicable laws or under the requirements of any stock exchange or
market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock or Restricted Stock Units. 
 To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Company’s
possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse. 
 Except as
otherwise provided in this Article 8, Shares of Restricted Stock covered by each Restricted Stock Award shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapse
(including satisfaction of 

  

 11 








 
any applicable tax withholding obligations), and Restricted Stock Units shall be paid in cash, Shares, or a combination of cash and Shares as the Committee,
in its sole discretion, shall determine. 
 8.4 Certificate Legend. In addition to any legends placed on certificates pursuant
to Section 8.3, each certificate representing Shares of Restricted Stock granted pursuant to this Plan may bear a legend such as the following or as otherwise determined by the Committee in its sole discretion: 
 “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of
the The Pantry, Inc. 2007 Omnibus Plan and a Restricted Stock Agreement. Copies of such Plan and Agreement are on file at the offices of The Pantry, Inc., 1801 Douglas Drive, Sanford, NC.” 
 8.5 Voting Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent
permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A
Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder. 
 8.6 Termination of
Employment/Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Restricted Stock and/or Restricted Stock Units following termination of the Participant’s employment with or
provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each
Participant, need not be uniform among all Shares of Restricted Stock or Restricted Stock Units issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination. 
 8.7 Section 83(b) Election. The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned upon the
Participant making or refraining from making an election with respect to the Award under Code Section 83(b). If a Participant makes an election pursuant to Code Section 83(b) concerning a Restricted Stock Award, the Participant shall be
required to file promptly a copy of such election with the Company. 
 Article 9. Performance Units/Performance Shares 
 9.1 Grant of Performance Units/Performance Shares. Subject to the terms and provisions of this Plan, the Committee, at any time and from
time to time, may grant Performance Units and/or Performance Shares to Participants in such amounts and upon such terms as the Committee shall determine. 
 9.2 Value of Performance Units/Performance Shares. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an
initial value equal to the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance
Units/Performance Shares that will be paid out to the Participant. 
  

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 9.3 Earning of Performance Units/Performance Shares. Subject to the terms of this Plan, after
the applicable Performance Period has ended, the holder of Performance Units/Performance Shares shall be entitled to receive payout on the value and number of Performance Units/Performance Shares earned by the Participant over the Performance
Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved. 
 9.4 Form and
Timing of Payment of Performance Units/Performance Shares. Payment of earned Performance Units/Performance Shares shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of this Plan, the
Committee, in its sole discretion, may pay earned Performance Units/Performance Shares in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Units/Performance Shares at the close of the
applicable Performance Period, or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form
of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award. 
 9.5 Termination of
Employment/Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Units and/or Performance Shares following termination of the Participant’s employment with or provision
of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need
not be uniform among all Awards of Performance Units or Performance Shares issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination. 
 Article 10. Cash-Based Awards and Other Stock-Based Awards 
 10.1 Grant of Cash-Based
Awards. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms as the Committee may determine. 
 10.2 Other Stock-Based Awards. The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms
of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions as the Committee shall determine. Such Awards may involve the transfer of actual Shares to Participants, or payment
in cash or otherwise of amounts based on the value of Shares, and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States. 
 10.3 Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a payment amount or payment range as determined by the
Committee. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee may establish performance goals in its discretion. If the Committee exercises its discretion to
establish performance goals, the number and/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the performance goals are met. 
 10.4 Payment of Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect to a Cash-Based Award or any Other Stock-Based Award
shall be made in accordance with the terms of the Award, in cash or Shares as the Committee determines. 
  

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 10.5 Termination of Employment/Service. The Committee shall determine the extent to which
the Participant shall have the right to receive Cash-Based Awards or Other Stock-Based Awards following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the
case may be. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an agreement entered into with each Participant, but need not be uniform among all Awards of Cash-Based Awards or Other
Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination. 
 Article 11. Transferability of
Awards 
 11.1 Transferability. Except as provided in Section 11.2 below, during a Participant’s lifetime, his or
her Awards shall be exercisable only by the Participant. Awards shall not be transferable other than by will or the laws of descent and distribution; no Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind; and
any purported transfer in violation hereof shall be null and void. The Committee may establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable or Shares deliverable in the event of, or
following, the Participant’s death may be provided. 
 11.2 Committee Action. The Committee may, in its discretion,
determine that notwithstanding Section 11.1, any or all Awards (other than ISOs) shall be transferable to and exercisable by such transferees, and subject to such terms and conditions, as the Committee may deem appropriate; provided, however,
no Award may be transferred for value (as defined in the General Instructions to Form S-8). 
 Article 12. Performance Measures 
 12.1 Performance Measures. The performance goals upon which the payment or vesting of an Award to a Covered Employee that is intended to
qualify as Performance-Based Compensation shall be limited to the following Performance Measures: 
  

	 	(a)	 	Net earnings or net income (before or after taxes); 

  

	 	(b)	 	Earnings per share; 

  

	 	(c)	 	Net sales or revenue growth; 

  

	 	(d)	 	Net operating profit; 

  

	 	(e)	 	Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue); 

  

	 	(f)	 	Cash flow (including, but not limited to, operating cash flow, free cash flow, cash generation, cash flow return on equity, and cash flow return on investment);


  

	 	(g)	 	Earnings before or after taxes, interest, depreciation, and/or amortization; 

  

	 	(h)	 	Gross or operating margins; 

  

	 	(i)	 	Productivity ratios; 

  

	 	(j)	 	Share price (including, but not limited to, growth measures and total shareholder return); 

  

	 	(k)	 	Expense targets; 

  

	 	(l)	 	Margins; 

  

	 	(m)	 	Operating efficiency; 

  

	 	(n)	 	Market share; 

  

	 	(o)	 	Customer satisfaction; 

  

	 	(p)	 	Unit volume; 

  

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	 	(q)	 	Working capital targets and change in working capital; and 

  

	 	 (r)
	 	 Economic value added or EVA® (net operating profit after tax minus the sum of capital multiplied by the cost of capital). 


 Any Performance Measure(s) may be used to measure the performance of the Company, Subsidiary, and/or Affiliate as a whole or any business unit of the
Company, Subsidiary, and/or Affiliate or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or published or special index that
the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Measure (j) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award
based on the achievement of performance goals pursuant to the Performance Measures specified in this Article 12. 
 12.2 Evaluation of
Performance. The Committee may provide in any such Award that any evaluation of achievement of Performance Measures may include or exclude any of the following events that occur during a Performance Period: (a) asset write-downs,
(b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs,
(e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual
report to shareholders for the applicable year, (f) acquisitions or divestitures, and (g) foreign exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form
that meets the requirements of Code Section 162(m) for deductibility. 
 12.3 Adjustment of Performance-Based Compensation.
Awards that are intended to qualify as Performance-Based Compensation may not be adjusted upward. The Committee shall retain the discretion to adjust such Awards downward, either on a formula or discretionary basis, or any combination, as the
Committee determines. 
 12.4 Committee Discretion. In the event that applicable tax and/or securities laws change to permit Committee
discretion to alter the governing Performance Measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval. In addition, in the event that the
Committee determines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance
Measures other than those set forth in Section 12.1. 
 Article 13. Nonemployee Director Awards 
 From time to time, the Board shall set the amount(s) and type(s) of equity awards that shall be granted to all Nonemployee Directors on a periodic,
nondiscriminatory basis pursuant to the Plan, as well as any additional amount(s), if any, to be awarded, also on a periodic, nondiscriminatory basis, based on each of the following: (i) the number of Board committees on which a Nonemployee
Director serves; (ii) service of a Nonemployee Director as the chair of a Board committee; (iii) service of a Nonemployee Director as Chairman of the Board; or (iv) the initial selection or appointment of an individual to the Board as
a Nonemployee Director. Subject to the foregoing, the Board shall grant such Awards to Nonemployee Directors, as it shall from time to time determine. 
  

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 Article 14. Dividends and Dividend Equivalents 
 Any Participant selected by the Committee may be granted dividends or dividend equivalents based on the dividends declared on Shares that are subject to
any Award, to be credited as of dividend payment dates, during the period between the date the Award is granted and the date the Award is exercised, vests, or expires, as determined by the Committee. The dividends or dividend equivalents may be
subject to any limitations and/or restrictions determined by the Committee. Such dividend equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the
Committee. 
 Article 15. Change of Control 
 Notwithstanding any other provision of the Plan to the contrary, unless the Committee specifies otherwise in an Award Agreement, in the event of a Change of Control: (i) any Options and Stock Appreciation Rights which are outstanding
immediately prior to the date such Change of Control is determined to have occurred, and which are not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant; (ii) the restrictions and
deferral limitations applicable to any Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and limitations and become fully vested and transferable to the full extent of the original grant; and
(iii) the restrictions and deferral limitations and other conditions applicable to any other Awards under the Plan shall lapse, and such other Awards shall become free of all restrictions, limitations or conditions and become fully vested and
transferable to the full extent of the original grant. 
 Article 16. Rights of Participants 
 16.1 Employment/Service. Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company, its
Affiliates, and/or its Subsidiaries to terminate any Participant’s employment or service on the Board or to the Company at any time or for any reason not prohibited by law, nor confer upon any Participant any right to continue his employment or
service as a Director for any specified period of time. 
 Neither an Award nor any benefits arising under this Plan shall constitute an
employment contract with the Company, its Affiliates, and/or its Subsidiaries and, accordingly, subject to Articles 3 and 17, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the
Committee without giving rise to any liability on the part of the Company, its Affiliates, and/or its Subsidiaries. 
 16.2
Participation. No individual shall have the right to be selected to receive an Award under this Plan or, having been so selected, to be selected to receive a future Award. 
 16.3 Rights as a Shareholder. Except as otherwise provided herein or in any Award Agreement, a Participant shall have none of the rights of
a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares. 
 Article 17. Amendment,
Modification, Suspension, and Termination 
 17.1 Amendment, Modification, Suspension, and Termination. Subject to
Section 17.3, the Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate this Plan and any Award Agreement in whole or in part; provided, however, that without the prior approval of the
Company’s shareholders and except as provided in Section 4.4, Options or SARs 

  

 16 








 
issued under this Plan will not be repriced, replaced, or regranted through cancellation, or by lowering the Option Price of a previously granted Option or
the Grant Price of a previously granted SAR, and no material amendment of this Plan shall be made without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule. 
 17.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events, other than those described in Section 4.4 hereof, affecting the Company or the financial statements of the Company or of changes in applicable
laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under
this Plan. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan. 
 17.3 Awards Previously Granted. Notwithstanding any other provision of this Plan to the contrary (other than Section 17.4), no termination, amendment, suspension, or modification of this Plan or an Award
Agreement shall adversely affect in any material way any Award previously granted under this Plan, without the written consent of the Participant holding such Award. 
 17.4 Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the contrary, the Board of Directors may amend the Plan or an Award Agreement, to take effect retroactively or otherwise, as
deemed necessary or advisable for the purpose of conforming the Plan or an Award Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A), and to the administrative
regulations and rulings promulgated thereunder. 
 Article 18. Withholding 
 18.1 Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the
minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan. 
 18.2 Share Withholding. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted
Stock and Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any other taxable event arising as a result of an Award granted hereunder, Participants may elect, subject to the approval of the
Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the
transaction. All such elections shall be irrevocable, made in writing, and signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. 
 Article 19. Successors 
 All obligations of the
Company under this Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company. 
  

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 Article 20. General Provisions 
 20.1 Forfeiture Events. 
  

	 	(a)	 	The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation,
forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of employment for
cause, termination of the Participant’s provision of services to the Company, Affiliate, and/or Subsidiary, violation of material Company, Affiliate, and/or Subsidiary policies, breach of noncompetition, confidentiality, or other restrictive
covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company, its Affiliates, and/or its Subsidiaries. 

  

	 	(b)	 	If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement
under the securities laws, if the Participant knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct, or if the Participant is one of the individuals subject to automatic
forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the Participant shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve (12) month period following the first
public issuance or filing with the United States Securities and Exchange Commission (whichever just occurred) of the financial document embodying such financial reporting requirement. 

 20.2 Legend. The certificates for Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer of
such Shares. 
 20.3 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall
include the feminine, the plural shall include the singular, and the singular shall include the plural. 
 20.4 Severability. In the
event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision
had not been included. 
 20.5 Requirements of Law. The granting of Awards and the issuance of Shares under this Plan shall be subject
to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 
 20.6 Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior to: 
  

	 	(a)	 	Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and 

  

 18 









	 	(b)	 	Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be
necessary or advisable. 

 20.7 Inability to Obtain Authority. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been obtained. 
 20.8 Investment Representations. The Committee
may require any individual receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.

 20.9 Employees Based Outside of the United States. Notwithstanding any provision of this Plan to the contrary, in order to comply
with the laws in other countries in which the Company, its Affiliates, and/or its Subsidiaries operate or have Employees or Directors, the Committee, in its sole discretion, shall have the power and authority to: 
  

	 	(a)	 	Determine which Affiliates and Subsidiaries shall be covered by this Plan. 

  

	 	(b)	 	Determine which Employees or Directors outside the United States are eligible to participate in this Plan. 

  

	 	(c)	 	Modify the terms and conditions of any Award granted to Employees or Directors outside the United States to comply with applicable foreign laws. 

  

	 	(d)	 	Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan
terms and procedures established under this Section 20.9 by the Committee shall be attached to this Plan document as appendices. 

  

	 	(e)	 	Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.


 Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be granted that would
violate applicable law. 
 20.10 Uncertificated Shares. To the extent that this Plan provides for issuance of certificates to reflect
the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange. 
 20.11 Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to any investments that the Company and/or its
Subsidiaries and/or its Affiliates may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a
fiduciary relationship 

  

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between the Company and any Participant, beneficiary, legal representative, or any other individual. To the extent that any individual acquires a right to
receive payments from the Company, its Subsidiaries, and/or its Affiliates under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company, a Subsidiary, or an Affiliate, as the case may be. All
payments to be made hereunder shall be paid from the general funds of the Company, a Subsidiary, or an Affiliate, as the case may be, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment
of such amounts except as expressly set forth in this Plan. 
 20.12 No Fractional Shares. No fractional Shares shall be issued
or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or
otherwise eliminated. 
 20.13 Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid
pursuant to such Awards, except pursuant to Covered Employee annual incentive awards, may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any Subsidiary’s or
Affiliate’s retirement plans (both qualified and nonqualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit. 
 20.14 Deferred Compensation. Except for any deferral feature build into an Award of Restricted Stock Units, no deferral of compensation (as
defined under Code Section 409A or guidance thereto) is intended under this Plan. Notwithstanding this intent, if any Award would be considered deferred compensation as defined under Code Section 409A, and if this Plan fails to meet the
requirements of Code Section 409A with respect to such Award, then such Award shall be null and void. However, the Committee may permit deferrals of compensation pursuant to the terms of a Participant’s Award Agreement, a separate plan, or
a subplan which meets the requirements of Code Section 409A and any related guidance. Additionally, to the extent any Award is subject to Code Section 409A, notwithstanding any provision herein to the contrary, the Plan does not permit the
acceleration of the time or schedule of any distribution related to such Award, except as permitted by Code Section 409A, the regulations thereunder, and/or the Secretary of the United States Treasury. 
 20.15 Nonexclusivity of This Plan. The adoption of this Plan shall not be construed as creating any limitations on the power of the Board
or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant. 
 20.16 No Constraint on
Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or a Subsidiary’s or an Affiliate’s right or power to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or, (b) limit the right or power of the Company or a Subsidiary
or an Affiliate to take any action which such entity deems to be necessary or appropriate. 
 20.17 Governing Law. The Plan and
each Award Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another
jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under this Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Delaware to resolve any and all issues that may
arise out of or relate to this Plan or any related Award Agreement. 
  

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 20.18 Indemnification. Subject to requirements of Delaware law, each individual who is or shall
have been a member of the Board, or a committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held harmless by the Company against and from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by the Participant in connection with or resulting from any claim, action, suit, or proceeding to which the Participant may be a party or in which the Participant may be involved
by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by the Participant in settlement thereof, with the Company’s approval, or paid by the Participant in satisfaction of any judgment in
any such action, suit, or proceeding against the Participant, provided the Participant shall give the Company an opportunity, at its own expense, to handle and defend the same before the Participant undertakes to handle and defend it on the
Participant’s own behalf, unless such loss, cost, liability, or expense is a result of the Participant’s own willful misconduct or except as expressly provided by statute. 
 The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the
Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 
  

 21