Exhibit
10(i)




	
   

  	
   

  	
   

  
	
  STATE OF NORTH CAROLINA

  	
   

  	
  AMENDMENT TO

  
	
   

  	
   

  	
  EMPLOYMENT AGREEMENT

  
	
  COUNTY OF MECKLENBURG

  	
   

  	
   

  






 


 


THIS AMENDMENT, made and entered into effective the 1st day of September
2002, by and between FAMILY DOLLAR STORES, INC., a Delaware corporation (hereinafter
referred to as the “Company”); and Howard R. Levine (hereinafter referred to as
the “Employee”);


 


W I T N E S S E T H:


 


WHEREAS, the Company and the Employee entered into an Employment
Agreement dated April 29, 1997, as amended by Amendments to Employment
Agreement dated August 28, 1997, August 19, 1998, August 29, 1999, August 27,
2000, and September 2, 2001, (hereinafter referred to as the “Agreement”); and


 


WHEREAS, the Company and the Employee desire to amend the Agreement;


 


NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the Company and the Employee agree as follows:


 


1.                    Section 1.04 of the Agreement is amended by adding
“Utah” to the list of states constituting the “Present Territory.”


 


2.                    Section 2 of
the Agreement is deleted and the following is substituted in lieu thereof:


 


“2.     Employment.  The Employee shall be employed by the
Company and any Affiliate in the capacity provided for in Paragraph 3 for the
period commencing September 1, 2002, (the “Commencement Date”), and ending on
August 30, 2003, or upon the termination of this Agreement as provided in
Paragraph 6.”


 


3.                    The first
paragraph of Section 5.01 of the Agreement is deleted and the following


                             paragraph is
substituted in lieu thereof:


 


“5.01           In consideration of
the services to be rendered by the Employee pursuant to this Agreement, the
Company shall pay, or cause to be paid, to the Employee a weekly base salary
from September 1, 2002, to August 30, 2003, of $13,461.54 ($700,000.00 per
annum).”


 


4.                    Subparagraphs
(a) and (b) of Section 5.02 of the Agreement are deleted and the


                             following
subparagraphs are substituted in lieu thereof:


 


“5.02.          In addition, the Employee shall be
entitled to:


 


      (a) 
Participate in the Company’s Target Bonus Plan, as it may be amended or
modified in any respect, including achievement of established goals, as
President and Chief Executive Officer for the fiscal year commencing September
1, 2002.  The Target Bonus Plan
generally will give the Employee the opportunity to earn a bonus of up to
seventy-five (75%) percent of the Employee’s base salary actually received for
services on and after September 1, 2002, through August 30, 2003, for the
fiscal year ending August 30, 2003, subject to the Company’s achievement of
certain financial goals to be established, the Employee’s performance, and all
terms and conditions of the Target Bonus Plan as in effect for such fiscal
year; provided that the amount of bonus paid may not be increased by the annual
individual performance rating of the Employee by the Chairman of the
Board.  The Employee acknowledges that
he has received a copy of the form of the Target Bonus Plan and Bonus
Conditions and is familiar with the terms and conditions thereof.  Nothing contained herein shall limit the
Company’s right to alter, amend or terminate the Target Bonus Plan at any time
for any reason.  The Employee further
acknowledges that, as provided in the Target Bonus Plan, in the event the
Employee is not employed by the Company, for whatever reason, at the time the
bonus for the fiscal year is actually paid to participants in the Target Bonus
Plan following the end of the fiscal year, the Employee will not be entitled to
receive the bonus.


 


 

















 


                                          (b)  Take twenty days (exclusive of Saturdays,
Sundays and paid Company holidays) of vacation during the twelve month period
commencing September 1, 2002.  Vacation
time will accrue ratably during the course of said period and cannot be
accumulated from year to year, except that up to five days of vacation not
taken in said twelve month period may be carried over to the next twelve month
period.”


 


                                                                    5.      The second paragraph of Section 6.02 of
the Agreement is deleted and the following paragraph is substituted in lieu
thereof:


 


              “In the event this Agreement is not terminated by the
Company or the Employee for any reason prior to August 30, 2003, and the
Company and the Employee do not agree in writing before August 30, 2003, to
extend the term of this Agreement beyond August 30, 2003, or to enter into a
new agreement to extend the employment relationship beyond August 30, 2003,
this Agreement shall terminate automatically on August 30, 2003, which shall be
the Termination Date, and the Company shall pay to the Employee sixty (60) days
of the base salary set forth in Section 5.01 (which shall constitute payment in
full of the compensation due to the Employee hereunder).  Any such payments shall be made in two (2)
equal monthly installments with the first installment due and payable not later
than thirty (30) days after the Termination Date.”


 


                                                                   6.       Section
6A. of the Agreement is deleted, and the following paragraph is added in lieu
thereof:


 


                      “6A.  Target Bonus Plan.  Notwithstanding any other provision of this
Agreement, if the Company terminates this Agreement prior to the end of the
term of this Agreement on August 30, 2003, for reasons other than for Cause, or
if the Company and the Employee do not agree in writing before August 30, 2003,
to extend the term of the Employee’s employment by the Company beyond August
30, 2003, the Employee shall be entitled to receive as a severance payment an
amount equal to the pro rata share of the bonus, or the full bonus,as the case
may be, if any, under and subject to the terms and conditions of the Target
Bonus Plan referred to in Section 5.02(a) based on seventy-five (75%) percent
of the Employee’s base salary actually received for the period from September
1, 2002, through the Termination Date, or through August 30, 2003, if the
Employee’s employment continues through that date.  This payment is equal to the amount, if any, the Employee would
have received following the end of the fiscal year ended August 30, 2003, if
the Target Bonus Plan did not have a requirement that the Employee be employed
by the Company at the time the bonus is customarily paid.  Such payment shall be made to the Employee
on or about November 15 following the end of said fiscal year.”


 


7.                    All other terms
and provisions of the Agreement shall remain in full force and effect.


 


 


                      IN WITNESS WHEREOF, the
parties hereto have executed this Agreement in triplicate, all as of the day
and year first above written.


 


	
   

  	
  FAMILY DOLLAR STORES, INC.

  
	
   

  	
   

  	
   

  
	
  Attest

  	
  By

  	
  /s/ Leon Levine

  	
   

  
	
   

  	
   

  	
  Chairman of the Board

  	
   

  
	
  /s/ George R. Mahoney, Jr.

  	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Corporate Seal)

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Howard R. Levine

  	
  (SEAL)

  
	
   

  	
   

  	
  Howard R. Levine

  	
   

  
	
  Witness:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Janice B. Burris

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


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