Exhibit 10(i)


 


Amended as of


January 17, 2002


 


FAMILY DOLLAR STORES, INC.


 


Incentive Profit Sharing Plan


 


 


ARTICLE I.


 


Purpose of Plan.


 


Section 1.1
Family Dollar Stores, Inc. has prepared this Plan in order to compensate and
reward executive and supervisory personnel for their share in the growth and
success of the Company and in order to retain and attract persons of
competence.  The Plan provides a means
of sharing certain incentive compensation dependent on profits of the Company
and its subsidiaries and supersedes the practice of prior years of making bonus
payments to executive and supervisory personnel following the Christmas season.


 


ARTICLE II.


 


Determination of Incentive Compensation

and Participants.


 


Section 2.1.            In respect of each fiscal year of
the Company, the Compensation Committee of the Board of Directors (the
“Committee”) and the Board of Directors may after the end of each fiscal year
appropriate as additional compensation for the preceding fiscal year to be paid
to participants under the Plan an amount up to but not in excess of the
Incentive Compensation Net Earnings, as hereinafter defined, of the preceding
fiscal year as the Committee and the Board of Directors, in their discretion,
shall determine.


 


Section 2.2.            The term “Incentive Compensation Net
Earnings” shall consist of an amount equal to five percent (5%) of the net
profit of the Company and its subsidiaries computed on a consolidated basis
determined in accordance with generally accepted accounting principles,
provided that, in any event, such net profit shall be determined before any
deduction for federal or state taxes based on income and before any deduction
in respect of or provision for appropriations or distributions made or to be
made under this Plan or in respect of or provision for payments made to
officers or other employees under any agreement or other arrangements based
upon or relating to profits of the Company or any subsidiary.


 

















 


Section 2.3.                                   (A)
As soon as feasible after the close of each fiscal year, the fiscal officers of
the Company shall determine the amount of the Incentive Compensation Net
Earnings for the preceding fiscal year in accordance with the provisions of
Section 2.2 hereof, and shall report such determination to the Committee and to
the Board of Directors of the Company and to the independent public accountants
of the Company.


 


(B)                                The
independent public accountants of the Company shall review such determination
and report to the Committee and to the Board of Directors their opinion thereof
and any corrections which they deem proper.


 


(C)                                Such
reports of the fiscal officers of the Company and of the independent public
accountants shall be reviewed by and subject to the approval of the Committee
and the Board of Directors, which shall authorize the appropriation to be made
for the preceding year as provided in Section 2.1, within the maximum limit
therein provided.


 


Section 2.4.            The Committee and the Board of
Directors shall each year, after consultation with the management, determine
the executive and supervisory personnel of the Company or any subsidiary of the
Company who shall be entitled to participate under the Plan for the preceding
year, and the amount to be paid to each such person as incentive compensation
for such year.  The total compensation
to each participant, including salary, incentive compensation payable pursuant
to the Plan, retirement, and all other benefits, shall not, in the opinion of
the Committee and the Board of Directors, be in excess of the fair and
reasonable compensation for the services of such participant.  All determination by the Committee and the
Board of the Incentive Compensation Net Earnings for any year, the
determination of the persons to participate under the Plan, and the amounts to
be paid to each participant under the Plan, shall be final and conclusive and
binding upon all interested parties.  No
director shall vote on his own participation in the Plan.  If all of the Incentive Compensation Net
Earnings for a fiscal year shall not be paid as inventive compensation, the
excess shall be credited to the earnings of such fiscal year.


 


Section 2.5.            There shall be deducted from all
payments under the Plan any taxes required to be withheld by the Federal or any
State or local government and paid over to such government for the account of
such participant.


 


ARTICLE III.


 


General Conditions; Miscellaneous Provisions


 


Section 3.1.            The Board of Directors may from time
to time amend, suspend or terminate in whole or in part or may reinstate any or
all of the provisions of the Plan, except that (a) no amendment, suspension or
terminations may, without the participant’s consent, apply to the payment to
any participant made to the participant prior to the effective date of such
amendment, suspension or termination and (b) no amendment may be made which
will increase the maximum amount which may be


 

















 


appropriated annually under the
Plan without prior approval of the holders of a majority of the outstanding
shares of the common stock of the Company.


 


Section 3.2.            The selection of any employee for
participation in the Plan in any year shall not give such participant any right
to participate in the Plan in any future year or to be retained in the employ
of the Company or any subsidiary and the right and power of the Company or any subsidiary
to dismiss or discharge any participant is specifically reserved.


 


Section 3.3.            No participant shall have any right
with respect to any payment, until such payment or written notice thereof shall
have been delivered to him; nor shall any such participant or any person
claiming under or through him have any right or interest in this Plan, or in
any allotment hereunder, unless and until all the terms, conditions and
provisions of the Plan that affect such participant have been complied with as
specified herein.


 


Section 3.4.            Nothing in this Plan shall be
construed as preventing the Company or any of its subsidiaries from
establishing other or different plans providing for incentive compensation for
employees.


 


Section 3.5.            The Committee and the Board of
Directors may rely upon any information supplied to them by any officer of the
Company or by the Company’s independent public accountants in connection with
the administration of the Plan.  The
determination of the Company’s independent public accountants as to the
Incentive Compensation Net Earnings of the Company for any year and any other
matter arising under the Plan and referred to such independent public
accountants by the Committee or the Board for determination shall be final,
conclusive and binding on the Company and on all participants and upon all
persons claiming through or under any participant.


 


No member of
the Committee or the Board of Directors shall be liable for any act or action,
whether of commission or omission, taken by any other member, or by any
officer, agent, or employee; nor, except in circumstances involving the
member’s bad faith, for anything done or omitted to be done by the member.


 


Section 3.6.            The Committee shall administer and
interpret the Plan.


 


Section 3.7.            The Committee shall be comprised of
two or more members of the Board of Directors meeting the qualifications of an
“outside director” under Section 162(m) of the Internal Revenue Code and any
regulations thereunder.  If any member
does not meet these qualifications, then that member shall be replaced by
another director meeting such qualifications such that the Committee shall
always be comprised of at least two “outside directors”.


 


Section 3.8.            The amount of the payments under the
Plan for any fiscal year of the Company to any one individual participant shall
not exceed $1 million.


 

















 


ARTICLE IV.


 


General Definitions.


 


Section 4.1.            For the purposes of the Plan, unless
the context otherwise indicates, the following definitions shall be applicable:


 


(a)           The word “Plan”
shall mean the Incentive Profit Sharing Plan as set forth in this instrument
and as from time to time amended.


 


(b)           The word “Company”
shall mean Family Dollar Stores, Inc., a Delaware Corporation, its successors
and assigns.


 


(c)           The term “Board of Directors”
or “Board” shall mean the Board of Directors of the Company.


 


(d)           The term “executive
and supervisory personnel” shall include executive and supervisory personnel of
the Company and of its subsidiaries, and the word “employee” shall mean an employee
of the Company or of a subsidiary of the Company.


 


(e)           The term
“Subsidiary” or “Subsidiaries” shall mean direct and indirect subsidiaries of
Family Dollar Stores, Inc., and/or entities which are owned or controlled by
Family Dollar Stores, Inc. and/or its direct or indirect subsidiaries.