ex10_1.htm


    Exhibit
10.1

    


    AMENDMENTS
TO

    THE
ASSUMED INCENTIVE PLANS

    OF
DOLLAR TREE, INC.

    


    


    


    THESE AMENDMENTS (these
“Amendments”) to various Dollar Tree, Inc. incentive plans (the “Plans”) are
made by Dollar Tree, Inc. (the “Company”).  All capitalized terms in
these Amendments not otherwise defined herein shall have their respective
meanings under the Plans.

    


    WHEREAS, the Company has
assumed the Plans from Dollar Tree Stores, Inc. pursuant to that certain
Assignment and Assumption Agreement between the Company and Dollar Tree Stores,
Inc. dated February 27, 2008 (the “Assumption”);

    


    WHEREAS, effective February
22, 2008, the Board of Directors of the Company authorized the officers of the
Company to take all actions desirable to permit the Company to assume the
existing employee benefits plans of Dollar Tree Stores, Inc.; and

    


    WHEREAS, the Company desires
to amend the Plans to reflect the Assumption.

    


    NOW, THEREFORE, the Company
hereby adopts these Amendments upon the following terms and
conditions:

    


    1.           The
respective amendments to the Plans attached hereto as Exhibit A are
approved.

    


    2.           Except
as modified hereby or prior expiration of any Plan, the Plans shall continue in
full force and effect.

    


    3.           These
Amendments shall be effective as of March 2, 2008.

    


    


    WITNESS the signature of the
undersigned officer of the Company.

    


    


    DOLLAR
TREE, INC.

    


    


    By:  _/s/ Bob
Sasser________________________

    Name:  _Bob
Sasser________________________

    Title:  _President & Chief
Executive Officer_____


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    EXHIBIT
A

    


    


    AMENDMENTS
TO THE ASSUMED PLANS

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    1.           2005 Employee Stock Purchase
Plan

    


    a.           The
name of the Plan shall be the Dollar Tree, Inc. 2005 Employee Stock Purchase
Plan.

    


    b.           Dollar
Tree, Inc. shall replace Dollar Tree Stores, Inc. each place where it appears in
the Plan.

    


    c.           The
first sentence of Section 1.1 is replaced in its entirety as
follows:

    


    The
Dollar Tree, Inc. 2005 Employee Stock Purchase Plan (“Plan”) is intended to
attract and retain employees of Dollar Tree, Inc. and its Member Companies
(“Company”).

    


    d.           The
definition of Member Company is added as follows:

    


    Member
Company. Member Company
means any “parent corporation” or “subsidiary corporation” (within the meaning
of Section 424 of the Code) of the Company, including a corporation that becomes
a Member Company after the adoption of this Plan, that the Administrator
designates as a participating employer in the Plan.

    


    e.           The
definition of Employee in Section 2.8 is replaced in its entirety as
follows:

    


    2.8 Employee.  A common law
employee of the Company or any Member Company.

    


    f.           The
definition of Subsidiary Corporation in Section 2.19 is deleted.

    


    g.           In
Sections 4.1, 8.3, and 10.8, “Member Company” shall replace “Subsidiary
Corporation” or “Subsidiary.”

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    2.           2004 Executive Officer Equity
Plan

    


    a.           The
name of the Plan shall be the Dollar Tree, Inc. 2004 Executive Officer Equity
Plan.

    


    b.           Dollar
Tree, Inc. shall replace Dollar Tree Stores, Inc. each place where it appears in
the Plan.

    


    c.           The
definition of Member Company is added to Article 8 as follows:

    


    (m)           Member
Company. Member Company
means any “parent corporation” or “subsidiary corporation” (within the meaning
of Section 424 of the Code) of the Company, including a corporation that becomes
a Member Company after the adoption of this Plan, that the Committee designates
as a participating employer in the Plan.

    


    d.           The
definition of Eligible Recipient in Article 8 is replaced in its entirety as
follows:

     

    (i)       
Eligible Recipient. The term “Eligible Recipient” shall mean shall mean the
Company’s or a Member Company’s Chief Executive Officer and each other executive
officer of the Company or a Member Company that the Committee determines, in its
discretion, is or may be a “covered employee” of the Company or a Member Company
within the meaning Section 162(m) of the Code and Section 1.162-27(c)(2) of the
U.S. Treasury Department regulations promulgated thereunder. An Award may be
granted to an executive officer in connection with hiring, retention or
otherwise, prior to the date he or she first performs services for the Company
or a Member Company, provided that such Awards shall not become vested prior to
the date he or she first performs such services. An Award may also be granted to
an executive officer in connection with the conclusion of such executive
officer’s performance of services and separation from the Company or a Member
Company. The effect of discontinuity in an Eligible Recipient’s service with the
Company or a Member Company on any outstanding Award shall be at the discretion
of the Committee.

     

    g.           In
Sections 1.1, 4.5, 4.7, 4.11, 4.13, 5.1, 6.1 and 6.4, “Member Company” or
“Member Companies” shall replace “Subsidiary” or “Subsidiaries.”

    


    f.           The
first sentence of Section 4.1 is replaced with the following:

    


    This Plan
is effective July 1, 2004 (the “Effective Date”) and the shareholders of Dollar
Tree Stores, Inc. approved the Plan on June 17, 2004.

    


    g.           The
definition of Subsidiary in Article 8 is deleted.

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    5.           2003 Equity Incentive
Plan

    


    a.           The
name of the Plan shall be the Dollar Tree, Inc. 2003 Equity Incentive
Plan.

    


    b.           Dollar
Tree, Inc. shall replace Dollar Tree Stores, Inc. each place where it appears in
the Plan.

    


    c.           The
definition of Member Company is added as follows:

    


    Member
Company.  Member Company means any “parent corporation” or
“subsidiary corporation” (within the meaning of Section 424 of the Code) of the
Company, including a corporation that becomes a Member Company after the
adoption of this Plan, that the Board or Committee designates as a participating
employer in the Plan.

    


    d.           In
Sections 1.1, 4.5. 4.7, 4.11, 4.13, 5.1, 6.4, and 8(i), “Member Company” or
“Member Companies” shall replace “Subsidiary” or “Subsidiaries.”

    


    e.           The
first sentence of Section 4.1 is replaced with the following:

    


    The Plan
is effective July 1, 2003 (the “Effective Date”) and the shareholders of Dollar
Tree Stores, Inc. approved the Plan on June 19, 2003.

    


    f.           The
definition of “Subsidiary” in Article 8 (w) is deleted.