Form of Standard Restricted Stock Unit Award Agreement



 Exhibit 10.1 
  
 DOLLAR TREE STORES, INC. 
 STANDARD RESTRICTED STOCK UNIT AWARD AGREEMENT 
  
 NOTE: This document
incorporates the accompanying Grant Letter, and together they constitute a single Agreement which governs the terms and conditions of your Award in accordance with the Company’s 2003 Equity Incentive Plan. 
  
 THIS AGREEMENT (“Agreement”), is effective as of the Grant Date specified in the
accompanying Grant Letter, by and between the Participant and Dollar Tree Stores, Inc. (together with its subsidiaries, “Company”). 
  
 A. The Company maintains the 2003 Equity Incentive Plan (“Plan”). 
  
 B. The Participant has been selected by the committee administering the Plan (“Committee”) to receive a Restricted Stock Unit Award under the Plan. 

 
 C. Key terms and important conditions of the Award are set forth in the cover letter
(“Grant Letter”) which was delivered to the Participant at the same time as this document. This Agreement contains general provisions relating to the Award. 
  
 IT IS AGREED, by and between the Company and the Participant, as follows: 
  
 1. Terms of Award. The following terms used in this Agreement shall have the meanings set forth in this paragraph 1: 
  
 (a) The “Participant” is the individual named in the Grant Letter.

  
 (b) The “Grant Date” is the date of the Grant
Letter. 
  
 (c) The “Units” means an award denominated
in shares of the Company’s Stock as specified in the Grant Letter. 
  
 (d) The “Restricted Period” shall begin on the Grant Date and extend, with respect to successive installments of Units, until the dates specified in the Grant Letter. 
  
 Other terms used in this Agreement are defined pursuant to paragraph 8 or elsewhere in this
Agreement. 
  
 2. Award. Subject to the terms and conditions of this
Agreement, the Participant is hereby granted the number of Units set forth in paragraph 1. 
  
 3. Settlement of Awards. The Company shall deliver to the Participant one share of Stock (or cash equal to the Fair Market Value of one share of Stock) for each vested Unit, as determined in accordance with the
provisions of Grant Letter, which forms a part of this Agreement. The Units payable to the Participant in accordance with the provisions of this paragraph 3 shall be paid solely in shares of Stock, solely in cash based on the Fair Market Value of
the Stock (determined as of the first business day next following the last day of the Restricted Period), or in a combination of the two, as determined by the Committee in its sole discretion, except that cash shall be distributed in lieu of any
fractional share of Stock. 
  
 4. Time of Payment. Except
as otherwise provided in this Agreement, payment of Units vested in accordance with the provisions of paragraph 3 will be delivered as soon as practicable after the end of the Restricted Period. 







 5. Vesting and Forfeiture of Units. 
  
 (a) If the Participant’s Date of Termination (as defined below) does
not occur during the Restricted Period with respect to any Units, then, at the end of the Restricted Period for such Units, the Participant shall become vested only in those Units, and shall be entitled to settlement with respect to such Units free
of all restrictions otherwise imposed by this Agreement. 
  
 (b)
The Participant shall become vested in the Units, and become entitled to settlement with respect to such Units free of all restrictions otherwise imposed by this Agreement, prior to the end of the Restricted Period, as follows: 
  
 (i) The Participant shall become vested in Units as of the
Participant’s Date of Termination prior to the date the Units would otherwise become vested, if the Participant’s Date of Termination occurs by reason of the Participant’s death, Disability or Retirement. 
  
 (ii) The Participant shall become vested in Units as of the date of a Change
in Control, if (i) the Change in Control occurs prior to the end of the Restricted Period, (ii) the Participant’s Date of Termination does not before the Change in Control date, and (iii) the Committee determines to accelerate such vesting.

  
 (c) The Participant shall forfeit all unvested Units:

  
 (i) as of the Participant’s Date of Termination, except
as otherwise provided in this paragraph 5, and 
  
 (ii) as of the
date on which the Committee determines the Participant materially violated (A) the provisions of paragraph 10 below or (B) any non-competition agreement which the Participant may have entered into with the Company. 
  
 6. Withholding. All deliveries and distributions under this Agreement are subject to
withholding of all applicable taxes. The Company is entitled to (a) withhold and deduct from future wages of the Participant (or from other amounts due to Participant) or make other arrangements for the collection of all legally required amounts
necessary to satisfy such withholding or (b) require the Participant promptly to remit such amounts to the Company. At the election of the Participant, and subject to such rules and limitations as may be established by the Committee from time to
time, such withholding obligations may be satisfied through the surrender of shares of Stock which the Participant already owns, or to which the Participant is otherwise entitled under the Plan. 
  
 7. Transferability. 
  
 (a) Except as otherwise provided in paragraph 7(b), Units may not be sold,
assigned, transferred, pledged or otherwise encumbered until the expiration of the Restricted Period or, if earlier, until the Participant is vested in the shares. Transfers at death are governed by paragraph 9(c) below. 







 (b) The Participant, with the approval of the Committee, may transfer Units during his or her lifetime
for no consideration to or for the benefit of the Participant’s Immediate Family, subject to such limits as the Committee may establish, and the transferee shall remain subject to all the terms and conditions applicable to the Restricted Stock
prior to such transfer. The foregoing right to transfer the Units shall apply to the right to consent to amendments to this Agreement and, in the discretion of the Committee, shall also apply to the right to transfer ancillary rights associated with
the Units. 
  
 (c) The term “Immediate Family” shall
mean Participant’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Participant)
control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests. The following transactions are not prohibited transfers for consideration: (i) a transfer under a
domestic relations order in settlement of marital property rights; and (ii) a transfer to an entity in which more than fifty percent of the voting interests are owned by the Immediate Family (or the Participant) in exchange for an interest in that
entity. 
  
 8. Definitions. For purposes of this Agreement, the terms used
in this Agreement shall have the following meanings: 
  
 (a)
Change in Control. The term “Change in Control” has the meaning set forth in the Plan. 
  
 (b) Date of Termination. The Participant’s “Date of Termination” shall be the first day occurring on or after the Grant Date on which the
Participant is not employed by the Company or any Subsidiary, regardless of the reason for the termination of employment; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the
Company and a Subsidiary or between two Subsidiaries; and further provided that the Participant’s employment shall not be considered terminated while the Participant is on a leave of absence from the Company or a Subsidiary approved by the
Participant’s employer. 
  
 (c) Disability. Except as
otherwise provided by the Committee, the Participant shall be considered to have a “Disability” during the period in which the Participant is unable, by reason of a medically determinable physical or mental impairment, to engage in any
substantial gainful activity, which condition, in the opinion of a physician selected by the Committee, is expected to have a duration of not less than 120 days. 
  
 (d) Retirement. “Retirement” of the Participant shall mean, with the approval of the Committee, the occurrence of
the Participant’s Date of Termination on or after the date the Participant attains age fifty-nine (59) years, six (6) months, following at least seven (7) years of service. 
  
 (e) Plan Definitions. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in
the Plan is similarly used in this Agreement. 







 9. Binding Effect; Heirs and Successors. 
  
 (a) The terms and conditions of this Agreement shall be effective upon
delivery to the Participant, with or without execution by the Participant. 
  
 (b) This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all
or substantially all of the Company’s assets and business. 
  
 (c) If any rights exercisable by the Participant or benefits deliverable to the Participant under this Agreement have not been exercised or delivered, respectively, at the time of the Participant’s death, such rights shall be
exercisable by the Designated Beneficiary, and such benefits shall be delivered to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or
beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not
survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a
deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to
the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits
distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary. 
  
 10. Disclosure of Information. The Participant recognizes and acknowledges that the Company’s trade secrets, confidential information, and
proprietary information, including customer and vendor lists and computer data and programs (collectively “Confidential Information”), are valuable, special and unique assets of the Company’s business, access to and knowledge of which
are essential to the performance of the Participant’s duties. The Participant will not, before or after his Date of Termination, in whole or in part, disclose such Confidential Information to any person or entity or make such Confidential
Information public for any purpose whatsoever, nor shall the Participant make use of such Confidential Information for the Participant’s own purposes or for the benefit of any person or entity other than the Company under any circumstances
before or after the Participant’s Date of Termination; provided that this prohibition shall not apply after the Participant’s Date of Termination to Confidential Information that has become publicly known through no action of the
Participant. The Participant shall consider and treat as the Company’s property all memoranda, books, records, papers, letters, computer data or programs, or customer lists, including any copies thereof in human- or machine-readable form, in
any way relating to the Company’s business or affairs, financial or otherwise, whether created by the Participant or coming into his or her possession, and shall deliver the same to the Company on the Date of Termination or, on demand of the
Company, at any earlier time. 
  
 11. Administration. The authority to
manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of the Agreement by
the Committee and any decision made by it with respect to the Agreement is final and binding on all persons. Such powers or decision-making may be delegated, to the extent permitted by the Plan, to one or more of Committee members or any other
person or persons selected by the Committee. 







 12. Plan Governs. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall
wholly incorporate and be subject to the terms of the Plan, a copy of which may be obtained from the Chief People Officer of the Company (or such other party as the Company may designate); and this Agreement is subject to all interpretations,
amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. 
  
 13. No Implied Rights. 
  
 (a) The award of Units will not confer on the Participant any right with respect to continuance of employment or other service with the Company or any
Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate or modify the terms of such Participant’s employment or other service at any time. 
  
 (b) The Participant shall not have any rights of a shareholder with respect
to the Units until shares of Stock have been duly issued following settlement of the Award as provided herein. 
  
 14. Notices. Any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by
postage paid first class mail. Notices sent by mail shall be deemed received three business days after mailing but in no event later than the date of actual receipt. Notices shall be directed, if to the Participant, at the Participant’s address
indicated by the Company’s records, or if to the Company, at the Company’s principal executive office. 
  
 15. Amendment. This Agreement may be amended by written agreement of the Participant and the Company, without the consent of any other person. 
  
 16. Governing Law; Jurisdiction. This Agreement shall be governed by the law of the
Commonwealth of Virginia without giving effect to the choice-of-law provisions thereof. The Circuit Court of the City of Norfolk and the United States District Court, Eastern District of Virginia, Norfolk Division shall be the exclusive courts of
jurisdiction and venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, in connection with, or by reason of this Agreement. The parties hereby consent to the jurisdiction of such
courts.