ex10_5.htm


    Exhibit
      10.5

    


    Amendments
      to

    Dollar
      Tree Stores, Inc.

    Stock
      Plans

    


    


    1.           
      2004 Executive Officer
      Equity Plan

    


     (a)  Article
      4, Section 4.2 (f) of the 2004 Executive Officer Equity Plan shall be amended
      and restated in its entirety as follows:

    


    (f)           
      To prevent the dilution or enlargement of benefits or potential benefits
      intended to be made available under the Plan, in the event of any corporate
      transaction or event such as a stock dividend, recapitalization, stock split,
      reverse stock split, reorganization, merger, consolidation, spin-off,
      combination or other similar corporate transaction or event affecting the Stock
      with respect to which Awards have been or may be issued under the Plan (any
      such
      transaction or event, a “Transaction”), then the Committee shall, in such manner
      as the Committee deems equitable:  (A) make a proportionate adjustment
      in 1) the maximum number and type of securities as to which awards may be
      granted under this Plan, 2) the number and type of securities subject to
      outstanding Awards, 3) the grant or exercise price with respect to any such
      Award, 4) the performance targets and goals appropriate to any outstanding
      Performance Shares or Performance Units, and 5) the per individual limitations
      on the number of securities that may be awarded under the Plan (any such
      adjustment, an “Antidilution Adjustment”); provided, in each case, that with
      respect ISOs, no such adjustment shall be authorized to the extent that such
      adjustment would cause such options to violate Section 422(b) of the Code or
      any
      successor provision; with respect to all Options, no such adjustment shall
      be
      authorized to the extent that such adjustment violates the provisions of
      Treasury Regulation 1.424-1 and Section 409A of the Code or any successor
      provisions; with respect to all Awards for Performance Shares or Performance
      Units, no such adjustment shall violate the requirements applicable to Awards
      intended to qualify for exemption under Section 162(m) of the Code; and the
      number of shares of Stock subject to any Award denominated in shares shall
      always be a whole number; or (B) cause any Award outstanding as of the effective
      date of the Transaction to be cancelled in consideration of a cash payment
      or
      alternate Award (whether from the Company or another entity that is a
      participant in the Transaction) or a combination thereof made to the holder
      of
      such cancelled Award substantially equivalent in value to the fair market value
      of such cancelled Award.  The determination of fair market value shall
      be made by the Committee or the Board, as the case may be, in their sole
      discretion.  Any adjustments made hereunder shall be binding on all
      Participants.

    


    (b)  Article
      8 (k)(i) of the 2004 Executive Officer Equity Plan shall be amended and restated
      in its entirety as follows:

    


    (i)            
      If the principal market for the Stock is a national securities exchange or
      the
      NASDAQ Stock Market, then “Fair Market Value” as of that date shall be the
      closing sale price of the Stock on the principal exchange or market on which
      the
      Stock is then listed or admitted to trading on such date.

    


    


    2.           
      2003 Director Deferred
      Compensation Plan

    


    (a)  The
      last sentence of the first paragraph of Section 3.2 of the 2003 Director
      Deferred Compensation Plan shall be amended and restated in its entirety as
      follows:

    


    The
      amount of the credit to such Deferred Stock Account shall be the number of
      Shares (rounded to the nearest one hundredth of a Share) determined by dividing
      the amount of the Participant's Fees deferred in Shares during the immediately
      preceding quarter by the closing price of a Share as reported on the principal
      stock exchange where the Common Stock is listed on the Credit Date, or if there
      is no trading on such exchange on the Credit Date, on the immediately preceding
      trading day.

    


    (b)  Section
      4.4 of the 2003 Director Deferred Compensation Plan shall be amended and
      restated in its entirety as follows:

    


    4.4  DETERMINATION
      OF OPTION AMOUNT. The number of Options issued to an Eligible Director under
      this Section 4 as of any Credit Date shall equal (i) the dollar amount of
      portion of his or her Fee which is to be paid in Options on such Credit Date
      divided by (ii) thirty-three percent (33%) of the closing price of a Share
      as
      reported on the principal stock exchange where the Common Stock is listed on
      the
      Credit Date, or if there is no trading on such exchange on the Credit Date,
      on
      the immediately preceding trading day.

     

    (c)  Section
      5.4 of the 2003 Director Deferred Compensation Plan shall be amended and
      restated in its entirety as follows:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.4  CHANGES
      IN SHARES.  To prevent the dilution or enlargement of benefits or
      potential benefits intended to be made available under the Plan, in the event
      of
      any corporate transaction or event such as a stock dividend, recapitalization,
      stock split, reverse stock split, reorganization, merger, consolidation,
      spin-off, combination or other similar corporate transaction or event affecting
      the Shares which have been or may be issued under the Plan (any such transaction
      or event, a “Transaction”), then the Board shall, in such manner as the Board
      deems equitable:  (A) make a proportionate adjustment in 1) the
      maximum number and type of securities which may be issued under this Plan,
      and
      2) the number and type of securities subject to outstanding accounts (any such
      adjustment, an “Antidilution Adjustment”); provided, in each case, that the
      number of Shares subject to any account denominated in shares shall always
      be a
      whole number; or (B) cause any right to receive Shares outstanding as of the
      effective date of the Transaction to be cancelled in consideration of a cash
      payment or alternate form of equity settlement (whether from the Company or
      another entity that is a participant in the Transaction) or a combination
      thereof made to the holder of such cancelled right substantially equivalent
      in
      value to the fair market value of such cancelled right.  The
      determination of fair market value shall be made by the Board of Directors
      in
      their sole discretion.  Any adjustments made hereunder shall be
      binding on all Participants. Notwithstanding the foregoing, any Antidilution
      Adjustments to be made to outstanding Options shall be as provided for in the
      terms of the appropriate plan.

     


    3.           
      2003 Non-Employee
      Director Stock Option Plan

    


    (a)  Section
      3.2 of the 2003 Non-Employee Director Stock Option Plan shall be amended and
      restated in its entirety as follows:

    


    3.2.   OPTION
      PRICE. The purchase price per share for the Shares covered by each option shall
      be the closing sale price on the Grant Date (the "Option Price") for a share
      of
      Common Stock as reported on the principal exchange or market on which the Common
      Stock is then listed or admitted to trading, or, if the Common Stock is not
      then
      so listed, as determined in good faith by the Board. Repricing of options after
      the date of grant shall not be permitted.

    


    (b)  Section
      4.4 of the 2003 Non-Employee Director Stock Option Plan shall be amended and
      restated in its entirety as follows:

    


    4.4    CHANGES
      IN SHARES.  To prevent the dilution or enlargement of benefits or
      potential benefits intended to be made available under the Plan, in the event
      of
      any corporate transaction or event such as a stock dividend, recapitalization,
      stock split, reverse stock split, reorganization, merger, consolidation,
      spin-off, combination or other similar corporate transaction or event affecting
      the Common Stock with respect to which Options have been or may be issued under
      the Plan (any such transaction or event, a “Transaction”), then the Board shall,
      in such manner as the Board deems equitable:  (A) make a proportionate
      adjustment in 1) the maximum number and type of securities as to which Options
      may be granted under this Plan, 2) the number and type of securities subject
      to
      outstanding Options, 3) the grant or exercise price with respect to any such
      Options, and 4) the per individual limitations on the number of securities
      that
      may be awarded under the Plan (any such adjustment, an “Antidilution
      Adjustment”); provided, in each case, that with respect to all Options, no such
      adjustment shall be authorized to the extent that such adjustment violates
      the
      provisions of Treasury Regulation 1.424-1 and Section 409A of the Code or any
      successor provisions; and the number of shares of Common Stock subject to any
      Options denominated in shares shall always be a whole number; or (B) cause
      any
      Options outstanding as of the effective date of the Transaction to be cancelled
      in consideration of a cash payment or alternate equity award (whether from
      the
      Company or another entity that is a participant in the Transaction) or a
      combination thereof made to the holder of such cancelled Option substantially
      equivalent in value to the fair market value of such cancelled
      Option.  The determination of fair market value shall be made by the
      Board, as the case may be, in their sole discretion.  Any adjustments
      made hereunder shall be binding on all Holders.

    


     

    4.           
      2003 Equity Incentive
      Plan

    


    (a)  Article
      4, Section
      4.2(f) of the 2003 Equity Incentive Plan shall be amended and restated in its
      entirety as follows:

    


    (f)            
      To prevent the dilution or enlargement of benefits or potential benefits
      intended to be made available under the Plan, in the event of any corporate
      transaction or event such as a stock dividend, recapitalization, stock split,
      reverse stock split, reorganization, merger, consolidation, spin-off,
      combination or other similar corporate transaction or event affecting the Stock
      with respect to which Awards have been or may be issued under the Plan (any
      such
      transaction or event, a “Transaction”), then the Committee shall, in such manner
      as the Committee deems equitable:  (A) make a proportionate adjustment
      in 1) the maximum number and type of securities as to which awards may be
      granted under this Plan, 2) the number and type of securities subject to
      outstanding Awards, 3) the grant or exercise price with respect to any such
      Award, 4) the performance targets and goals appropriate to any outstanding
      Awards for Performance Shares or Performance Units, and 5) the per individual
      limitations on the number of securities that may be awarded under the Plan
      (any
      such adjustment, an “Antidilution Adjustment”); provided, in each case, that
      with respect to ISOs, no such adjustment shall be authorized to the extent
      that
      such adjustment would cause such options to violate Section 422(b) of the Code
      or any successor provision; with respect to all Options, no such adjustment
      shall be authorized to the extent that such adjustment violates the provisions
      of Treasury Regulation 1.424-1 and Section 409A of the Code or any successor
      provisions; with respect to all for Performance Shares or Performance Units,
      no
      such adjustment shall violate the requirements applicable to Awards intended
      to
      qualify for exemption under Section 162(m) of the Code; and the number of shares
      of Stock subject to any Award denominated in shares shall always be a whole
      number; or (B) cause any Award outstanding as of the effective date of the
      Transaction to be cancelled in consideration of a cash payment or alternate
      Award (whether from the Company or another entity that is a participant in
      the
      Transaction) or a combination thereof made to the holder of such cancelled
      Award
      substantially equivalent in value to the fair market value of such cancelled
      Award.  The determination of fair market value shall be made by the
      Committee or the Board, as the case may be, in their sole
      discretion.  Any adjustments made hereunder shall be binding on all
      Participants.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)  Article
      8 (k)(i) of the 2003 Equity Incentive Plan shall be amended and restated in
      its
      entirety as follows:

    


    (i)             
      If the principal market for the Stock is a national securities exchange or
      the
      NASDAQ Stock Market, then “Fair Market Value” as of that date shall be the
      closing sale price of the Stock on the principal exchange or market on which
      the
      Stock is then listed or admitted to trading on such date.

    


    


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    to Form 8K