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Employment Agreement

This is an actual contract by Pantry.

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Sectors: Specialty Retail
Governing Law: North Carolina, View North Carolina State Laws
Effective Date: June 27, 2011
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Exhibit 10.1none


THIS EMPLOYMENT AGREEMENT (" Agreement" ) is made and entered into by THE PANTRY, INC., a Delaware corporation (the " Corporation" ) and Thomas D. Carney (the " Employee" ) and shall be effective as of June 27, 2011 (the " Effective Date" ).

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

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

1. EMPLOYMENTnone . The Corporation employs Employee and Employee accepts employment on the terms and conditions set forth in this Agreement. Employee shall serve as Senior Vice President and General Counsel and have such responsibilities and authority as the Corporation may assign from time to time. Employee, at the Corporation' s discretion, may be reassigned or transferred to different units or locations.

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

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


2.1 Base Salarynone . Employee' s annual salary for all services rendered shall be Three Hundred Thousand Dollars and Zero Cents ($300,000.00), less any applicable taxes and withholdings, payable in accordance with the Corporation' s policies, procedures and practices as they may exist from time to time. Employee' s salary periodically may be subject to annual increases in the Corporation' s discretion in accordance with its policies, procedures and practices as they may exist from time to time.

2.2 Bonus Programsnone . Employee may participate in any incentive program which may be made available from time to time to Corporation' s employees at Employee' s level; provided, however, that Employee' s participation is subject to the applicable terms, conditions and eligibility requirements of the program, as they may exist from time to time.

2.3 Benefitsnone . Employee may participate in all medical, dental, disability, insurance, 401(k), pension, vacation and other employee benefit plans and programs which may be made available from time to time to Corporation employees at Employee' s level; provided, however, that Employee' s participation is subject to the applicable terms, conditions and eligibility requirements of these plans and programs, some of which are within the plan administrator' s discretion, as they may exist from time to time. Notwithstanding the foregoing, Employee shall be entitled to a minimum of four (4) weeks of annual vacation. Subject to applicable state law, accrued, unused vacation may not be carried over from year to year.


2.4 Relocation Expensesnone . The Corporation will assist Employee in relocating to North Carolina by providing relocation assistance under the Corporation' s regular relocation practices and policies. Provided, however, no such relocation expenses shall be paid later than March 15 of the year following the year in which the expense was incurred.

2.5 Benefit Plans Subject to Amendmentnone . Nothing in this Agreement shall require the Corporation to create, continue or refrain from amending, modifying, revising or revoking any of the plans, programs or benefits set forth in Sections 2.2, 2.3 and 2.4. Employee acknowledges that the Corporation, in its sole discretion, may amend, modify, revise or revoke any such plans, programs or benefits. Any amendments, modifications, revisions and revocations of these plans, programs and benefits shall apply to Employee. Nothing in this Agreement shall afford Employee any greater rights or benefits with regard to these plans, programs and benefits than are afforded to him under their applicable terms, conditions and eligibility requirements, some of which are within the plan administrator' s discretion, as they may exist from time to time.

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

2.7 Clawback Provision.none Employee agrees to promptly return to the Corporation any and all amounts received pursuant to this Agreement to the extent the Corporation is entitled or required to recover such amounts by the terms of (i) the Corporation' s Executive Compensation Recoupment Policy or other clawback or recoupment policy, as adopted, amended, implemented, and interpreted by the Corporation from time to time, and/or (ii) Section 954 of the Dodd-Frank Act (as may be amended) and any applicable rules or regulations promulgated by the Securities Exchange Commission.

3. TERM OF EMPLOYMENT AND TERMINATIONnone . The original term of employment under this Agreement shall be for a two (2) year period of time commencing on the Effective Date and subject to the following provisions:

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

3.2 Without Causenone . During the original or any renewal term, this Agreement and the employment relationship hereunder shall be terminated without cause thirty (30) days after either the Corporation or Employee gives notice of such termination to the other party.

3.3 With Causenone . The Corporation may terminate this Agreement and Employee' s employment hereunder immediately without notice at any time for the following reasons which shall constitute " Cause" : (i) the willful and continued failure by Employee to substantially perform his duties with the Corporation; (ii) Employee' s insubordination in responding to any specific, reasonable instructions from either the Corporation' s Chief Executive Officer or Board of Directors; (iii) conduct by Employee which is demonstrably and materially injurious to the Corporation, monetarily or otherwise; or (iv) the conviction of Employee of, or the entry of a plea of guilty or nolo contendere by Employee to, any crime involving moral turpitude or any felony. Prior to a termination pursuant to Section 3.3(i), Employee shall be given written notice of the manner in which he has failed to perform and a thirty (30) day opportunity to cure such failure.


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

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


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

4.2 By Corporation by Non-Renewal or Without Causenone . If the Corporation terminates Employee' s employment by notice of non-renewal or without Cause, then Employee shall be entitled to receive:

(A) amounts due on the effective termination date;

(B) if the termination is by the Corporation without Cause in the first two years of employment under this Agreement, an amount equal to the greater of Employee' s then current monthly salary for the then remaining months in the original term of this Agreement or for twelve (12) months, less any applicable taxes and withholdings and payable in substantially equal installments on the last business day of each applicable month and, if the termination is after the first two years of employment hereunder, an amount (less any applicable taxes and withholdings) equal to Employee' s then current monthly salary for twelve (12) months, payable in substantially equal installments on the last business day of each applicable month (" Severance Payments" ). Such Severance Payments shall commence in the month immediately following the month in which the release of claims required by Section 4.4 becomes effective. During the period in which Employee is receiving the Severance Payments, if Employee accepts employment or a consultancy with another entity or becomes self-employed, then he must notify the Corporation before such employment or consultancy begins and the payments made pursuant to Section 4.2(B) shall be reduced by the amount of compensation to be paid to him in connection with such employment, consultancy or self-employment. If Employee does not notify the Corporation in accordance with this provision, then its obligation to make payments or further payments pursuant to Section 4.2(B) shall cease.

In the event that the total amount of payments due Employee under Section 4.2(B) should exceed the maximum amount permitted to be paid under a separation pay plan exempt from regulation under Section 409A pursuant to Treasury Regulations Section 1.409A-1(b)(9)(iii), then the entire amount in excess of such maximum amount shall be paid to Employee no later than two and one-half (2bd) months following the end of the calendar year in which Employee's employment terminated.


(C) unless Employee obtains comparable group health insurance coverage from a subsequent employer, then, for the twelve (12) months following the termination of Employee' s employment, Employee may elect to continue participation in the Corporation' s group health insurance plan in which Employee participated upon termination of employment by electing continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (" COBRA" ). For the twelve (12) month continuation period, the Corporation shall reimburse Employee for that portion of the COBRA premiums in excess of the amount Employee paid for group health plan coverage immediately prior to termination from employment. In the event Employee prefers to obtain coverage under an individual health insurance policy that is less expensive than COBRA coverage rathe
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