8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2007

THE PANTRY, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-25813	56-1574463
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1801 Douglas Drive Sanford, North Carolina	27330
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (919) 774-6700

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 5, 2007, the compensation and organization committee of the board of directors of The Pantry, Inc. (the “Company”) approved two forms of award agreement under the Company’s 2007 Omnibus Plan (the “Plan”), one for awarding nonqualified stock options to employees (the “Form of NSO Award”) and one for awarding restricted stock to employees (the “Form of Restricted Stock Award”).

Options granted pursuant to the Form of NSO Award generally will have a seven year life and will vest in three equal, annual installments. A copy of the Form of NSO Award is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Restricted stock granted pursuant to the Form of Restricted Stock Award will have restrictions that lapse generally in three equal, annual installments. A copy of the Form of Restricted Stock Award is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

The terms of the Plan are described generally in the section entitled “Proposal 2: Approval of The Pantry, Inc. 2007 Omnibus Plan” of the Company’s definitive proxy statement for the Company’s 2007 annual meeting, filed with the Securities and Exchange Commission (“SEC”) on January 26, 2007, and a copy of the Plan is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 3, 2007.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
10.1	Form of NSO Award Agreement (Awarding Nonqualified Stock Option to Employee)
10.2	Form of Restricted Stock Award Agreement (Awarding Restricted Stock to Employee)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE PANTRY, INC.
By:	/s/ Frank G. Paci
	Frank G. Paci
	Sr. Vice President – Finance, Chief Financial Officer and Secretary

Date: November 5, 2007

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	Form of NSO Award Agreement (Awarding Nonqualified Stock Option to Employee)
10.2	Form of Restricted Stock Award Agreement (Awarding Restricted Stock to Employee)

EX-10.1

Exhibit 10.1

THE PANTRY, INC.

AWARD AGREEMENT

(Awarding Nonqualified Stock Option to Employee)

THIS AWARD AGREEMENT (this “Agreement”) is entered into as of [Date] by and between The Pantry, Inc., a Delaware corporation (the “Company”), and [Employee] (“Optionee”) pursuant to The Pantry, Inc. 2007 Omnibus Plan (the “Plan”). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

RECITALS:

A. Optionee is an employee of the Company and the Company considers it desirable to give Optionee an added incentive to advance the interests of the Company and its shareholders.

B. The Company now desires to grant Optionee the right to purchase shares of common stock of the Company, par value $.01 per share (the “Shares”), pursuant to the terms and conditions of this Agreement and the Plan.

AGREEMENT:

NOW, THEREFORE, in consideration of the covenants hereinafter set forth, the parties agree as follows:

1. Option; Number of Shares. The Company hereby grants to Optionee the right (the “Option”) to purchase up to a maximum of [Number] Shares at a price of $[Option Price] per Share (the “Option Price”) to be paid in accordance with Section 6 hereof. The Option and the right to purchase all or any portion of the Shares covered by the Option are subject to the terms and conditions stated in this Agreement and in the Plan.

2. Vesting. The Option granted hereunder shall vest and become exercisable in three (3) equal installments of one-third ( ¹/3) of the Shares covered by the Option on each of the first, second and third anniversaries of the Vesting Commencement Date. The “Vesting Commencement Date” is [Vesting Commencement Date].

3. Term of Agreement. The Option, and Optionee’s right to exercise the Option, shall terminate when the first of the following occurs:

(a) termination of this Agreement and the Option pursuant to Article 17 of the Plan (Amendment, Modification, Suspension, and Termination);

(b) the expiration of seven (7) years from the date hereof; or

(c) 90 days after the date of termination of Optionee’s employment or other relationship with the Company, unless such termination results from Optionee’s death, Disability (as defined in Optionee’s employment agreement or, if Optionee has no employment agreement, within the meaning of Section 22(e)(3) of the Code), Retirement (for purposes of this Agreement, defined as the Participant’s termination after attaining age fifty-five (55) with at least ten (10) completed years of service) or (iv) termination for Cause (as defined in Optionee’s employment agreement or, if Optionee has no employment agreement, as cause is generally recognized under applicable law and the prior practices and policies of the Company) or Optionee dies within 90 days after the date of termination of Optionee’s employment or other relationship with the Company, in which case the Option shall terminate as follows:

(i) Death. If Optionee’s termination is as a result of Optionee’s death, or Optionee dies within 90 days after the date of termination, the Option shall terminate on the first anniversary of the date of termination.

(ii) Disability or Retirement. If Optionee’s termination is as a result of Optionee’s Disability or Retirement, the Option shall terminate on the third anniversary of the date of termination.

(iii) Cause. If Optionee’s termination is for Cause, even if as of the date of such termination the Optionee has met the definition of Disability or Retirement, the Option shall immediately terminate.

4. Termination of Employment or Other Relationship. The termination of Optionee’s employment or other relationship with the Company other than as a result of death, Disability or Retirement shall not accelerate the vesting of the Option or otherwise affect the number of Shares with respect to which the Option may be exercised, and the Option may only be exercised with respect to that number of Shares that could have been purchased under the Option had the Option been exercised by Optionee on the date of such termination. The termination of Optionee’s relationship with the Company as a result of death, Disability or Retirement shall automatically accelerate the vesting of the Option in full, and the Option shall be exercisable as set forth in Section 5 hereof as to the full number of Shares subject to this Option until the first to occur of the events set forth in Section 3 above.

5. No Assignment; Death of Optionee. The rights of Optionee under this Agreement may not be assigned or transferred except by will or the laws of descent or distribution and may be exercised during the lifetime of Optionee only by such Optionee; provided, however, that in the event of Optionee’s Disability, a designee of Optionee (or the Optionee’s legal representative if Optionee has not designated anyone) may exercise the Option on behalf of Optionee (provided the Option would have been exercisable by Optionee) until the right to exercise the Option expires pursuant to Section 3 hereof. The Option shall not be subject, in whole or in part, to attachment, execution, or levy of any kind, and any attempt to sell, pledge, assign, hypothecate, transfer or otherwise dispose of the Option in contravention of this Agreement or the Plan shall be void. If Optionee should die while Optionee is engaged in an employment or other relationship with the Company or within 90 days of the termination of such relationship (provided the Option would have been exercisable by Optionee), Optionee’s designee, legal representative, or legatee, the successor trustee of Optionee’s inter vivos trust or the person who acquired the right to exercise the Option by reason of the death of Optionee (individually, a “Successor”) shall succeed to Optionee’s rights under this Agreement. After the death of Optionee, only a Successor may exercise the Option.

6. Exercise of Option. On or after the vesting of the Option in accordance with Sections 2 and 4 hereof and until termination of the Option in accordance with Section 3 hereof, the Option may be exercised by Optionee (or such other person specified in Section 5 hereof) to the extent exercisable as determined under Sections 2 and 4 hereof, upon delivery of the following to the Company at its principal executive offices:

(a) a written notice of exercise which identifies this Agreement and states the number of Shares with respect to which the Option is to be exercised;

(b) cash or its equivalent in the amount of the aggregate Option Price (or payment of the aggregate Option Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Sections 6.5 and 6.6 of the Plan); and

(c) cash or its equivalent in the amount reasonably requested by the Company to satisfy the Company’s withholding obligations, if any, under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Option (unless the Company and Optionee shall have made other arrangements to have such amount withheld from Optionee’s wages, bonus or other income paid to Optionee by the Company and such arrangements satisfy the requirements of applicable tax laws).

7. No Rights as a Stockholder. Optionee shall have none of the rights of a stockholder with respect to Shares covered by the Option until the date (the “Exercise Date”) an entry evidencing such ownership is made in the stock transfer books of the Company. Except as may be provided under Sections 4.4, 14 and 17.2 of the Plan, the Company will make no adjustment for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the Exercise Date.

8. Limitation of Company’s Liability for Nonissuance. The inability of the Company to obtain, from any regulatory body having jurisdiction, authority reasonably deemed by the Company’s counsel to be necessary for the lawful issuance and sale of any Shares hereunder and under the Plan, including without limitation registration of the Shares on Form S-8 under the Securities Act of 1933, as amended, shall relieve the Company of any liability in respect of the nonissuance or sale of such shares as to which such requisite authority shall not have been obtained.

9. This Agreement Subject to Plan. This Agreement is made under the provisions of the Plan and shall be interpreted in a manner consistent with it. To the extent that any provision in this Agreement is inconsistent with the Plan, the provisions of the Plan shall control. A copy of the Plan is available to Optionee at the Company’s principal executive offices upon request and without charge. The good faith interpretation of the Committee of any provision of the Plan, the Option or this Agreement, and any determination with respect thereto or hereto by the Committee, shall be final, conclusive and binding on all parties.

10. Notices. All notices, requests and other communications hereunder shall be in writing and, if given by telegram, telecopy or telex, shall be deemed to have been validly served, given or delivered when sent, if given by personal delivery, shall be deemed to have been validly served, given or delivered upon actual delivery and, if mailed, shall be deemed to have been validly served, given or delivered three business days after deposit in the United States mails, as registered or certified mail, with proper postage prepaid and addressed to the party or parties to be notified, at the following addresses (or such other address(es) as a party may designate for itself by like notice):

If to the Company:

The Pantry, Inc.

1801 Douglas Drive

Sanford, North Carolina 27330

Facsimile: (919) 774-3329

Attention: President

If to Optionee:

11. Not an Employment or Other Agreement. Nothing contained in this Agreement shall confer, intend to confer or imply any rights to an employment or other relationship or rights to a continued employment or other relationship with the Company in favor of Optionee or limit the ability of the Company to terminate, with or without cause, in its sole and absolute discretion, the employment or other relationship with Optionee, subject to the terms of any written employment or other agreement to which Optionee is a party.

12. Governing Law. This Agreement shall be construed under and governed by the laws of the State of Delaware without regard to the conflict of law provisions thereof.

13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall be deemed one Agreement.

IN WITNESS WHEREOF, the Company and Optionee have executed this Agreement as of the date first above written.

THE COMPANY:
THE PANTRY, INC.
By:
	Peter J. Sodini
	Chairman and Chief Executive Officer
OPTIONEE:
[Employee]

EX-10.2

Exhibit 10.2

THE PANTRY, INC.

AWARD AGREEMENT

(Awarding Restricted Stock to Employee)

THIS AWARD AGREEMENT (this “Agreement”) is dated as of the [Grant Date] (the “Grant Date”) by and between The Pantry, Inc., a Delaware corporation (the “Company”), and [Employee] (“Participant”) pursuant to The Pantry, Inc. 2007 Omnibus Plan (the “Plan”). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

RECITALS:

A. Participant is an employee of the Company and the Company considers it desirable to give Participant an added incentive to advance the interests of the Company and its shareholders.

B. The Company now desires to grant Participant shares of common stock of the Company, par value $.01 per share (the “Shares”) in the form of Restricted Stock, pursuant to the terms and conditions of this Agreement and the Plan.

AGREEMENT:

NOW, THEREFORE, in consideration of the covenants hereinafter set forth, the parties agree as follows:

1. Grant of Restricted Stock. The Company has granted Participant, and Participant hereby accepts, [Number] Shares of Restricted Stock, having a Fair Market Value per Share of [FMV] on the Grant Date. The Restricted Stock is subject to the terms and conditions stated in this Agreement and in the Plan.

2. Period of Restriction. Subject to Participant’s continuing to provide services to the Company, the restrictions set forth in this Agreement with respect to the Restricted Stock shall lapse with respect to one-third ( ¹/3) of the Shares on each of the first, second and third anniversaries of the Grant Date, so that all the restrictions shall have lapsed three (3) years from the Grant Date (the “Period of Restriction”). Participant acknowledges that prior to the expiration of the applicable portion of the Period of Restriction, the Restricted Stock may not be sold, transferred, pledged, assigned, encumbered, alienated, hypothecated or otherwise disposed of (whether voluntarily or involuntarily or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)). Upon the expiration of the applicable portion of the Period of Restriction, the restrictions set forth in this Agreement with respect to the Restricted Stock theretofore subject to such expired Period of Restriction shall lapse, except as may be provided in accordance with Section 9 hereof.

3. Ownership. Participant agrees that Participant’s ownership of the Restricted Stock will be evidenced solely by a “book entry” (i.e., a computerized or manual entry) in the records of the Company or its designated stock transfer agent in Participant’s name. Upon expiration of the applicable portion of the Period of Restriction, the Company shall transfer the vested shares to Participant.

4. Termination.

(a) Death, Disability or Retirement. If Participant’s termination of employment or other relationship with the Company is as a result of Participant’s death, Disability (as defined in Participant’s employment agreement or, if Participant has no employment agreement, within the meaning of Section 22(e)(3) of the Code) or Retirement (for purposes of this Agreement, defined as Participant’s termination after attaining age fifty-five (55) with at least ten (10) completed years of service), then the Period of Restriction shall immediately lapse, causing any restrictions which would otherwise remain on the Restricted Stock to immediately lapse.

(b) Other Terminations. If Participant’s Termination is by the Company or an Affiliate or by Participant for any reason other than death, Disability or Retirement, then all Restricted Stock for which the Period of Restriction had not lapsed prior to the date of such Termination shall be immediately forfeited.

5. Taxes and Withholdings. Upon the expiration of the applicable portion of the Period of Restriction or such earlier dates as Participant elects pursuant to Section 83(b) of the Code, or as of which the value of any Shares of Restricted Stock first becomes includible in Participant’s gross income for income tax purposes, Participant shall notify the Company if Participant wishes to pay the Company in cash, check or with shares of Company common stock already owned for the satisfaction of any taxes of any kind required by law to be withheld with respect to such Shares; provided, however, that pursuant to any procedures, and subject to any limitations as the Compensation and Organization Committee of the Board of Directors of the Company (the “Committee”) may prescribe and subject to applicable law, if Participant does not notify the Company in writing at least fourteen (14) days prior to the applicable lapse of the Period of Restriction, then Participant will satisfy such withholding obligations by withholding Shares otherwise deliverable to Participant pursuant to the Restricted Stock (provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy required Federal, state, local and non-United States withholding obligations using the minimum statutory withholding rates for Federal, state, local and/or non-U.S. tax purposes, including payroll taxes, that are applicable to supplemental taxable income). Any such election made by Participant must be irrevocable, made in writing, signed by Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. In the event that Participant elects immediate Federal income taxation with respect to all or any portion of this award of Restricted Stock pursuant to Section 83(b) of the Code, Participant agrees to deliver a copy of such election to the Company within ten (10) days after filing such election with the Internal Revenue Service.

6. Rights as a Shareholder. Participant shall have all rights of a shareholder (including, without limitation, dividend and voting rights) with respect to the Restricted Stock, for record dates occurring on or after the Grant Date and prior to the date any such Shares of Restricted Stock are forfeited in accordance with this Agreement, except that any dividends or distributions paid in Shares or other securities (including, without limitation, any change in the shares of Restricted Stock pursuant to Section 4.4 of the Plan) with respect to the Restricted Stock shall, during the Period of Restriction, be deposited with the Company or any holder appointed pursuant to Section 3 hereof, together with a stock power endorsed in blank or other appropriate instrument of transfer, or credited to Participant’s book-entry account established under Section 3 hereof, as applicable, and shall be subject to the same restrictions (including, without limitation, the Period of Restriction) as such Restricted Stock and otherwise considered to be such Restricted Stock for all purposes hereunder.

7. No Right to Continued Employment. Neither the Restricted Stock nor any terms contained in this Agreement shall confer upon Participant any express or implied right to be retained in the employment or service of the Company or any Affiliate for any period, nor restrict in anyway the right of the Company, which right is hereby expressly reserved, to terminate Participant’s employment or service at any time for any reason. Participant acknowledges and agrees that any right to have restrictions on the Restricted Stock lapse is earned only by continuing in the service of the Company or an Affiliate at the will of the Company or such Affiliate, or satisfaction of any other applicable terms and conditions contained in the Plan and this Agreement, and not through the act of being hired, being granted the Restricted Stock or acquiring Shares hereunder.

8. The Plan. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such requirements as may from time to time be adopted by the Committee. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. A copy of the Plan is available to Participant at the Company’s principal executive offices upon request and without charge.

9. Compliance with Laws and Regulations.

(a) The Restricted Stock and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to Participant or any other person pursuant to this Agreement if doing so

would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company.

(b) The Shares received upon the expiration of the applicable portion of the Period of Restriction shall have been registered under the Securities Act of 1933, as amended (“Securities Act”). If Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), Participant may not sell the Shares received except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws.

(c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, Participant may be required to execute, prior to the delivery of any Shares to Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which Participant represents and warrants that Participant is purchasing or acquiring the shares acquired under this Agreement for Participant’s own account, for investment only and not with a view to the sale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.

10. Notices. All notices by Participant or Participant’s assignees shall be addressed to The Pantry, Inc., 1801 Douglas Drive, Sanford, North Carolina 27330, Attention: Human Resources, or such other address as the Company may from time to time specify. All notices to Participant shall be addressed to Participant at Participant’s address in the Company’s records.

11. Other Plans. Participant acknowledges that any income derived from the Restricted Stock shall not affect Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any Affiliate.

12. Governing Law. This Agreement shall be construed under and governed by the laws of the State of Delaware without regard to the conflict of law provisions thereof.

13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall be deemed one Agreement.

IN WITNESS WHEREOF, the Company and Participant have executed this Agreement as of the date first above written.

THE COMPANY:
THE PANTRY, INC.
By:
	Peter J. Sodini
	Chairman and Chief Executive Officer
PARTICIPANT:
[Employee]