Exhibit
10(vi)


 


Amended as of

August 17, 2004


 


FAMILY DOLLAR STORES, INC.


 


1989 NON-QUALIFIED STOCK OPTION PLAN


 


1.  Purpose.  The purpose of the 1989 Non-Qualified Stock
Option Plan (the “Plan”) of Family Dollar Stores, Inc. is to encourage
ownership of a stock interest in Family Dollar Stores, Inc. by certain officers
and other key employees of the Company (as such term is defined below) as an
added incentive to remain in the employ of the Company and to increase their
efforts on its behalf, and in order for the Company to retain and attract
persons of competence, and to gain for the organization the advantages inherent
in key employees having a sense of proprietorship.


 


The
term “subsidiary” as used herein, shall mean any business entity in which
Family Dollar Stores, Inc. owns or controls, directly or indirectly (through
one or more business entities), 50 percent or more of the voting, equity or
other ownership interest.  The term “Company”,
as used herein, shall include Family Dollar Stores, Inc. and any present or
future subsidiary thereof.


 


2.  The Stock.  The shares of stock which may be issued and
sold under the Plan shall not, except as such number may be adjusted pursuant
to Article 10 hereof, exceed 20,100,000 shares of Common Stock of Family
Dollar Stores, Inc. which may be either authorized and unissued shares or
issued shares reacquired by Family Dollar Stores, Inc.  Any shares subjected to an option under the
Plan which terminates, is cancelled or expires for any reason unexercised as to
such shares may again be subjected to an option under the Plan notwithstanding
the above limitation.


 


3.  Eligibility.  Options shall be granted only to officers and
other key employees (including those who are also directors) who, at the time
of the grant of the option, (a) are employees of the Company and (b) are
primarily responsible for the management and growth of the Company or who
otherwise materially contribute to the conduct and direction of its business
and affairs.  A person eligible to
receive an option under the Plan is hereinafter sometimes referred to as an “employee”
and a person to who an option is granted hereunder is hereinafter sometimes
referred to as an “optionee.”


 


4.  Grant of Options.  The Compensation Committee (the “Committee”)
of the Board of Directors of Family Dollar Stores, Inc. (the “Board”) shall
determine the employees who are to be granted options under the Plan, the
number of shares subject to each option and the consideration to the Company
for the granting of options under the Plan, as well as the conditions, if any,
which it may deem appropriate to insure that such consideration will be
received by, or will accrue to, the Company. 
In the discretion of the Committee, such consideration need not be the
same but may vary for options granted under the Plan at the same time or from
time to time.


 





















 


The
Committee may grant more than one option to an employee during the life of the
plan and such option may be in addition to, or in substitution for, an option
or options, previously granted.  The
maximum aggregate number of shares of Common Stock of Family Dollar Stores,
Inc. subject to options which may be granted under the Plan to any optionee
during any twelve-month period is 450,000. 
No options shall be granted under the Plan after November 30, 2008.


 


Each
option granted pursuant to the Plan shall be evidenced by a written option
agreement between Family Dollar Stores, Inc. and the optionee which shall
contain such provisions, terms and conditions (which need not be the same for
all options) as the Committee shall in its discretion determine to be
appropriate and within the contemplation of the Plan.  Each option agreement shall provide that the
option granted thereby will not be treated as an “incentive stock option”
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.


 


5.  Option Price.  (a) The price or prices per share for shares
of Common Stock of Family Dollar Stores, Inc. to be sold pursuant to an option
shall be such as shall be fixed by the Committee, but not less in any case than
100 percent of the fair market value per share for such stock on the date of
the granting of the option, subject to adjustment as provided in Article 10
hereof.


 


For
the purpose hereof, the term “fair market value” per share shall mean the mean
between the average high bid and low asked prices quoted by the National
Quotations Bureau Inc. for the over-the-counter market on the date of the grant
of such option or, if no bid and asked prices are quoted on such day, then on the
next preceding day on which there were such quotations, or if such stock is
listed on a national securities exchange, then the average of the highest price
and the lowest price at which the Common Stock shall have been sold regular way
on the national securities exchange on the date of the grant of such option or,
if no sales occur on such day, then on the next preceding day on which there
were such sales of Common Stock or, if any time the Common Stock shall not be
quoted by the National Quotations Bureau Inc. for the over-the-counter market
and the Common Stock shall not be listed on any national securities exchange,
the Committee shall determine the fair value on the basis of available prices
for such stock or in such manner as the Board may deem reasonable.


 


(b)  For the purposes of Articles 5 and 6 hereof,
the date of the granting of an option under the Plan shall be the date fixed by
the Committee as the date for such option for the employee who is to be the
recipient thereof.


 


6.  Period of
Option and Certain Limitations on Right to Exercise.


 


Options
will be exercisable over the Option Period, which, in the case of each option,
shall be a period of not more than five years from the date of the grant of
such option, as follows:


 


(i)  at any time during the third year of the
Option Period the optionee may purchase up to 40 percent of the total number of
shares to which his option relates (adjusted, if a fraction of a share would
otherwise result thereby, to the nearest full number of shares);


 


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(ii)  at any time during the Option Period after
the end of the third year the optionee may purchase on a cumulative basis up to
70 percent of the total number of shares to which his option relates (adjusted,
if a fraction of a share would otherwise result thereby, to the nearest full
number of shares); and


 


(iii)  at any time during the Option Period after
the end of the fourth year the optionee may purchase on a cumulative basis up
to 100 percent of the total number of shares to which his option relates;
provided, however, that except as provided in Articles 8 and 9 hereof, no
option may be exercised unless the optionee is then in the employ of the
Company and shall have been continuously so employed since the date of the
grant of his option.  Absence on leave
approved by the Committee shall not be considered an interruption of employment
for any purpose of the Plan.  Family
Dollar Stores, Inc. may, if it or its counsel shall deem it necessary or
desirable for any reason, require the optionee (or the purchaser acting under Article 9
hereof) to represent in writing to Family Dollar Stores, Inc. at the time of
the exercise of such option that it is his then intention to acquire the shares
of Common Stock as to which his option is then being exercised for investment
and not with a view to the distribution thereof.


 


7.  Non-Transferability of Option.  No option granted under the Plan to an
employee shall be transferable by him otherwise than by will or by the laws of
descent and distribution, and such option shall be exercisable, during his
lifetime, only by him or by his guardian or legal representative.


 


8.  Termination of Employment.  If an optionee shall cease to be employed by
the Company for any reason (other than death or discharge for cause), he may,
but only within three months after the date he ceases to be an employee of the
Company (and in no event after the expiration of the Option Period), exercise
his option to the extent that he was entitled to exercise it at the date of
such cessation.  The Plan shall not
confer upon any optionee any right with respect to continuation of employment
by the Company, nor shall it interfere in any way with his right or the Company’s
right to terminate his employment at any time. 
Notwithstanding any of the provisions hereinabove set forth, in the
event that any optionee shall be discharged for cause, he shall forthwith
forfeit all rights under any options granted to him under the Plan.  “Cause” shall be deemed to include, but not
be limited to, dishonesty, the proved commission of crime, disclosure of the
Company’s affairs to competitors or other unfaithfulness to the interests of
the Company, continued absence except on account of the illness or disability,
or gross insubordination.


 


9.  Death of Optionee.  If an optionee dies while in the employ of
the Company, or within three months after the date he ceases to be an employee
of the Company (other than by reason of discharge for cause), the option
theretofore granted to him shall be exercisable by the estate of the optionee,
or by a person who acquired the right to exercise such option by bequest or
inheritance or by reason of the death of the optionee, but only within a period
of fifteen calendar months next succeeding such death (and in no event after
expiration of the Option Period), and then only if and to the extent that he
was entitled to exercise it at the date of his death, except as the number of
shares may be adjusted in accordance with the provisions of Article 10 hereof.


 


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10.             Stock
Adjustments.


 


(a)  In the
event of a recapitalization, stock split, reverse stock split, stock dividend,
reclassification, or merger, consolidation, or reorganization in which the
Company is the surviving corporation, or any other change in the corporate
structure or Common Stock of the Company, the Committee shall make such
adjustments, if any, proportionate to such change, as it may deem appropriate
in the number of shares authorized by the Plan, in the number of shares covered
by the options granted, and in the option price.


 


(b)  In the event of dissolution or liquidation of
the Company, or a reorganization, merger or consolidation of the Company with
one or more corporations in which the Company is not the surviving corporation,
or a sale of substantially all the property or more than eighty percent (80%)
of the then outstanding stock of the Company to another corporation, the Plan
shall terminate and any option heretofore granted pursuant to the Plan shall
terminate unless provision be made in writing in connection with such
transaction for the continuance of the Plan and/or for the assumption of
options theretofore granted, or the substitution for such options of new
options covering the stock of a successor employer corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and prices, in which event the Plan and options theretofore granted
shall continue in the manner and under the terms so provided.


 


(c)  Adjustments under Article 10 hereof
shall be made by the Committee whose determination as to what adjustments shall
be made, and the extent thereof, shall be final, binding and conclusive.  No fractional shares of Common Stock shall be
issued pursuant to any such adjustment, and any fraction resulting from any
such adjustment shall be eliminated in each case by rounding downward to the
nearest whole share or unit.


 


11.  Administration
of the Plan.  The Plan shall be
administered by the Committee.  The
Committee shall consist of two or more members of the Board who are appointed
to the Committee by the Board, and each of whom is an “outside director” as
such term is defined in Section 162(m) of the Internal Revenue Code and
any regulations thereunder.  If any
member of the Committee does not meet the qualifications for an “outside
director,” then that member shall be replaced with another director meeting
such qualifications such that the Committee shall always be comprised of at
least two persons meeting such qualifications. 
The Committee is authorized to establish such rules and regulations for
the proper administration of the Plan as it may deem advisable and not
inconsistent with the provisions of the Plan. 
All questions arising under the Plan or under any rule or regulation
with respect to the Plan adopted by the Committee, whether such questions
involve an interpretation of the Plan or otherwise, shall be decided by the
Committee.


 


12.  Payment
for Shares.  Payment for shares purchased
shall be made in full at the time of the exercise of the option.  No loan or advance shall be made by the
Company for the purpose of financing, in whole or in part, the purchase of
optioned shares.  An optionee or his
legal representatives shall have none of the rights of a stockholder with
respect to shares subject to option until such shares shall be issued upon
exercise of the option.


 


13.  Amendment
and Termination of Plan.


 


(a)  The Board
may at any time suspend or terminate the Plan. 
The Board may also at any time amend or revise the terms of the Plan or
any option to be granted thereunder, provided that no such amendment or
revision shall affect the determination of officers and directors to
participate in


 


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the Plan or of the
timing, pricing and amount of a grant, all of which determinations and
amendments and revisions thereof shall be made by the Committee, and provided
further that, without stockholder approval, no such amendment or revision
shall:


 


(i)                                     materially
increase the benefits accruing to employees under the Plan; or


 


(ii)                                  increase
the number of shares subject to the Plan (except as permitted under the
provisions of Article 10 hereof); or


 


(iii)                               materially modify the
requirements as to eligibility for participation in the Plan.


 


(b)  No amendment, suspension or termination of
the Plan shall, without the consent of the optionee, alter or impair any rights
or obligations under any option theretofore granted under the Plan.


 


14.  Compliance with Law and Other Conditions.  No shares shall be issued pursuant to the
exercise of any option granted under the Plan prior to compliance by Family
Dollar Stores, Inc. to the satisfaction of its counsel with any applicable
laws.


 


15.  Withholding of Taxes.  Each optionee who exercises an option shall
agree that no later than the date of such exercise or receipt of shares
pursuant thereto he will pay to the Company, or make arrangements satisfactory
to the Committee regarding payment of, any federal, state or local taxes of any
kind required by law to be withheld with respect to the transfer to him of such
shares of Common Stock.


 


16.  Approval by Stockholders.  The Plan shall become effective December 1,
1988, subject to approval thereof by vote (in person or by proxy) of the
holders of a majority of all outstanding shares of Common Stock of Family
Dollar Stores, Inc. entitled to vote at the annual meeting of stockholders on January 19,
1989, called to take action thereon.


 


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