ex10_3.htm


    Exhibit
      10.3

    SECOND
      AMENDMENT

    TO
      THE

    DOLLAR
      TREE STORES, INC.

    2003
      DIRECTOR DEFERRED COMPENSATION PLAN

    


    THIS
      SECOND AMENDMENT (“Amendment”) to
      the Dollar Tree Stores, Inc. 2003 Director Deferred Compensation Plan (“Plan”)
      made effective as of the 10th day of December, 2007 by Dollar Tree Stores,
      Inc.
      (“Company).  All capitalized terms in this Amendment not otherwise
      defined shall have their respective meanings under the Plan.

    


    WHEREAS,
      the Company wishes to amend
      and conform the written terms of the Plan to the requirements of Section 409A
      of
      the Internal Revenue Code of 1986,

    


    WHEREAS,
      the Plan has been operated in
      good faith compliance with the requirements of Section 409A of the Code for
      periods starting January 1, 2005 and through the effective date of this
      Amendment, and

    


    WHEREAS,
      on October 3, 2007, the Board
      of Directors authorized the officers of the Company to execute the amendments
      required pursuant to Section 409A of the Code,

    


    NOW,
      THEREFORE, the Company hereby
      adopts this Amendment upon the following terms and conditions effective
      immediately:

    


    1.           
      The first sentence of Section 3.1(a) shall be amended and restated in its
      entirety as follows:

     

                  
3.1
      (a)       Any Eligible Director may elect to defer
      in either cash or Shares all or a portion of the Fees earned during any calendar
      year by delivering a deferral election to the Company not later than (i)
      December 31 of the year immediately preceding the year to which the deferral
      election relates, or (ii) with respect to an Eligible Director's first year
      or
      partial year of service as a director, thirty days following the date on which
      such director first became a director, but only for Fees earned after such
      election is made.

    


    2.           
      Section 3.3 of the Plan shall be amended and restated in its entirety as
      follows:

    


         3.3.
      PAYMENT.

    


    (a)          
      An Eligible Director's Deferred Compensation Accounts shall be paid to the
      director (or, in the event of death, to his or her designated beneficiary or
      estate) as follows: at the director's option, either (i) in a single lump sum
      as
      soon as practicable following the earlier of (x) the date on which the director
      ceases to serve as a director of the Company or (y) the date specified by the
      director as the distribution date (such earlier date shall be referred to as
      the
      "Distribution Date"), or (ii) in annual installments over a period, to be
      specified by the director, not to exceed five years commencing as soon as
      practicable after the Distribution Date. If an Eligible Director's Cash Deferral
      Account is paid in installments, the amount of each installment shall be (l)
      the
      balance of the Cash Deferral Account on the Distribution Date divided by the
      number of installments plus (2) interest credits. A cash payment will be made
      with the final installment for any fraction of a share of Common Stock credited
      to the Eligible Director's Deferred Stock Account.

    


    (b)          
      Upon the death of an Eligible Director, the Company shall pay any remaining
      benefits as a single lump sum within 90 days following the date of
      death.

    


    (c)          
      A lump sum payment and the first payment in a series of installment payments
      shall be paid no later than: (i) the end of the calendar year in which the
      Distribution Date occurs, or (ii) if later, the 15th
      day of
      the third month following the Distribution Date.   Subsequent
      installment payments shall be paid on the anniversary date of the first
      payment.

    


    (d)          
      An Eligible Director’s continued service as an employee of the Company is not
      taken into account in determining whether such director is entitled to a payment
      under this Plan upon his resignation from the Board.

    


    (e)          
      Except as provided in Treasury Regulation section 1.409A-3(j), no acceleration
      in the time or schedule of any payment or amount scheduled to be paid from
      an
      Eligible Director’s Account is permitted.

     

     

    3.           
      Section 5.3 of the Plan shall be amended and restated in its entirety as
      follows:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

         5.3                      AMENDMENT
      OF THIS PLAN. The Board of Directors may suspend or discontinue this Plan or
      revise or amend it in any respect, provided, however, that: (i) without approval
      of the Company's shareholders, no revision or amendment shall (x) change the
      total number of Shares subject to this Plan (except as provided in Section
      5.4),
      (y) change the designation of the class of directors eligible to participate
      in
      the Plan, or (z) materially increase the benefits accruing to participants
      under
      or the cost of this Plan to the Company and (ii) the Plan shall not be
      terminated unless such termination is permitted and administered in accordance
      with Treasury Regulation section 1.409A-3(j)(4)(ix). Moreover, in no event
      may
      Plan provisions be amended more than once every 6 months, other than to comport
      with changes in the Internal Revenue Code, the Employee Retirement Income
      Security Act, or the rules and regulations thereunder.

    
 

    4.           
      The following sentence is added to the end of Section 5.4:

    


    A
      cancellation of a stock right or shares in exchange for a cash payment or other
      settlement is only permitted if such payment or settlement does not result
      in an
      impermissible acceleration of benefits under Section 409A.

    


    


    5.           
      Section 5.5 of the Plan shall be amended and restated in its entirety as
      follows:

                  5.5         CHANGE
      OF CONTROL.  Upon a Change of Control (as defined below), any
      outstanding balance in an Eligible Director’s Cash Deferral Account shall be
      paid in a lump sum and any outstanding balance in an Eligible Director’s
      Deferred Stock Account shall be distributed in shares of Common Stock if the
      Eligible Director ceases to serve as a director of the Company or a surviving
      company after the date of the Change of Control.   For purposes
      of the Plan, the term Change of Control includes:  (i) a change in the
      ownership of the Company, (ii) a change in effective control of the Company,
      or
      (iii) a change in the ownership of a substantial portion of the assets of the
      Company.   A change in the ownership of the Company occurs on the
      date that any one person, or more than one person, acting as a group, acquires
      ownership of stock of the Company that, together with stock held by such person
      or group constitutes more than 50% of the total fair market value or total
      voting power of the stock of the Company.   A change in the
      effective control of the Company occurs only on (i) the date any on person
      or
      group acquires ownership of stock of the Company possessing 30% or more of
      the
      total voting power of the stock, or (ii) the date a majority of the members
      of
      the Company’s Board is replaced during any 12 month period by directors whose
      appointment or election is not endorsed by a majority of the members of the
      Company’s Board before the date of the appointment or election.  A
      change in the ownership of a substantial portion of the assets of the Company
      occurs on the date that any one person or group acquires assets from the Company
      that have a total gross fair market value equal to or more than 40% of the
      total
      gross fair market value of all the assets of the Company immediately before
      such
      acquisition.  This definition of Change in Control shall be
      interpreted in a manner that is consistent with Treasury Regulation section
      1.409A-3(i)(5).

    


    6.           
      Section 5.11 is added to the Plan as follows:

    


     5.11  SECTION
      409A OF THE CODE.

    


    (a)          
      Any benefit, payment or other right provided by the Plan shall be provided
      or
      made in a manner, and at such time, in such form and subject to such election
      procedures (if any), as complies with the applicable requirements of Code
      section 409A to avoid a plan failure described in Code section 409A(a)(1),
      including without limitation, deferring payment until the occurrence of a
      specified payment event described in Code section 409A(a)(2). Notwithstanding
      any other provision hereof or document pertaining hereto, the Plan shall be
      so
      construed and interpreted to meet the applicable requirements of Code section
      409A to avoid a plan failure described in Code section 409A(a)(1).

     

                (b)           It
      is specifically intended that all elections, consents and modifications thereto
      under the Plan will comply with the requirements of Code section 409A (including
      any transition or grandfather rules thereunder). The Company is authorized
      to
      adopt rules or regulations deemed necessary or appropriate in connection
      therewith to anticipate and/or comply the requirements of Code section 409A
      (including any transition or grandfather rules thereunder and to declare any
      election, consent or modification thereto void if non-compliant with Code
      section 409A.

     

                (c)           Pursuant
      to Section 3.01(B)(1).02 of Internal Revenue Notice 2007-86 (“Transition
      Relief”), the Company shall permit Participants to modify their existing
      deferral elections previously made pursuant to the Plan to reflect new deferral
      elections regarding the time and form of payment of benefits under the Plan
      to
      the full extent permitted by, and in accordance with, the Transition
      Relief.

    


    WITNESS
      the signature of the
      undersigned officer of Dollar Tree Stores, Inc.

    


    


    DOLLAR
      TREE STORES, INC.

    


    


    By:__/s/
      Bob
      Sasser______________

    Bob
      Sasser

     

    Back
      to Form 8K

    Forward
      to Exhibit 10.4