**Exhibit10(ii)**

 
| STATE OF NORTH CAROLINA |   | AMENDMENT TO         |
|-------------------------|--------|----------------------|
|                    |   | EMPLOYMENT AGREEMENT |
| COUNTY OF MECKLENBURG   |   |                 |

 

THIS AMENDMENT, made and entered into effective the 29th dayof August 2004, by and between FAMILY DOLLAR STORES, INC., a Delawarecorporation (hereinafter referred to as the “Company”); and Howard R. Levine(hereinafter referred to as the “Employee”);

 

W I T N E S S E T H:

 

WHEREAS, the Company and theEmployee entered into an Employment Agreement dated April 29, 1997, as amendedby Amendments to Employment Agreement dated August 28, 1997, August 19, 1998,August 29, 1999, August 27, 2000, September 2, 2001, September 1, 2002, January16, 2003, and August 31, 2003 (hereinafter referred to as the “Agreement”); and

 

WHEREAS, the Company and theEmployee desire to amend the Agreement;

 

NOW, THEREFORE, inconsideration of the mutual covenants herein contained, the Company and theEmployee agree as follows:

 

1.             Section 1.04 of theAgreement is amended by adding “Idaho” to the list of states constituting the“Present Territory.”

 

2.             Section 2 of the Agreement is deleted and thefollowing is substituted in lieu thereof:

 

“2.     Employment.  TheEmployee shall be employed by the Company and any Affiliate in the capacityprovided for in Paragraph 3 for the period commencing August 29, 2004 (the“Commencement Date”), and ending on August 27, 2005, or upon the termination ofthis Agreement as provided in Paragraph 6.”

 

3.             The first paragraphof Section 5.01 of the Agreement is deleted and the following paragraph is substituted in lieu thereof:

 

“5.01         In consideration of the services to berendered by the Employee pursuant to this Agreement, the Company shall pay, orcause to be paid, to the Employee a weekly base salary from August 29, 2004, toAugust 27, 2005, of $13,942.31 ($725,000.00 per annum).”

 

4.             Subparagraphs (a) and(b) of Section 5.02 of the Agreement are deleted and the following subparagraphs are substituted inlieu thereof:

 

“5.02.        In addition, the Employee shall beentitled to:

 

(a)  Participate in the Company’s Target BonusPlan, as it may be amended or modified in any respect, including achievement ofestablished goals, as Chairman and Chief Executive Officer for the fiscal yearcommencing August 29, 2004.  The TargetBonus Plan generally will give the Employee the opportunity to earn a bonus ofup to one hundred (100%) percent of the Employee’s base salary actuallyreceived for services on and after August 29, 2004, through August 27, 2005, for the fiscal year endingAugust 27, 2005, subject to the Company’s achievement of certain financialgoals to be established, the Employee’s performance, and all terms andconditions of the Target Bonus Plan as in effect for such fiscal year; providedthat the amount of bonus paid may not be increased by the annual individualperformance rating of the Employee.  TheEmployee acknowledges that he has received a copy of the form of the TargetBonus Plan and Bonus Conditions and is familiar with the terms and conditionsthereof.  Nothing contained herein shalllimit the Company’s right to alter, amend or terminate the Target Bonus Plan atany time for any reason.  The Employeefurther acknowledges that, as provided in the Target Bonus Plan, in the eventthe Employee is not employed by the Company, for whatever reason, at the timethe bonus for the fiscal year is actually paid to participants in the TargetBonus Plan following the end of the fiscal year, the Employee will not beentitled to receive the bonus.

 

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(b)  Take twenty days (exclusive of Saturdays,Sundays and paid Company holidays) of vacation during the twelve month periodcommencing August 29, 2004.  Vacationtime will accrue ratably during the course of said period and cannot beaccumulated from year to year, except that up to five days of vacation nottaken in said twelve month period may be carried over to the next twelve monthperiod.”

 

5.             The second paragraph of Section 6.02 of theAgreement is deleted and the following paragraph is substituted in lieuthereof:

 

“In the event thisAgreement is not terminated by the Company or the Employee for any reason priorto August 27, 2005, and the Company and the Employee do not agree in writingbefore August 27, 2005, to extend the term of this Agreement beyond August 27,2005, or to enter into a new agreement to extend the employment relationshipbeyond August 27, 2005, this Agreement shall terminate automatically on August27, 2005, which shall be the Termination Date, and the Company shall pay to theEmployee sixty (60) days of the base salary set forth in Section 5.01 (whichshall constitute payment in full of the compensation due to the Employeehereunder).  Any such payments shall bemade in two (2) equal monthly installments with the first installment due andpayable not later than thirty (30) days after the Termination Date.”

 

6.             Section 6A. of theAgreement is deleted, and the following Section is added in lieu thereof:

 

“6A.  Target Bonus Plan.  Notwithstanding any other provision of thisAgreement, if the Company terminates this Agreement prior to the end of the termof this Agreement on August 27, 2005, for reasons other than for Cause, or ifthe Company and the Employee do not agree in writing before August 27, 2005, toextend the term of the Employee’s employment by the Company beyond August 27,2005, the Employee shall be entitled to receive as a severance payment anamount equal to the pro rata share of the bonus, or the full bonus, as the casemay be, if any, under and subject to the terms and conditions of the TargetBonus Plan referred to in Section 5.02(a) based on one hundred (100%) percentof the Employee’s base salary actually received for the period from August 29,2004, through the Termination Date, or through August 27, 2005, if theEmployee’s employment continues through that date.  This payment is equal to the amount, if any, the Employee wouldhave received following the end of the fiscal year ended August 27, 2005, ifthe Target Bonus Plan did not have a requirement that the Employee be employedby the Company at the time the bonus is customarily paid. Such payment shall bemade to the Employee on or about November 15 following the end of said fiscalyear.”

 

7.       All other terms and provisions of theAgreement shall remain in full force and effect.

 

IN WITNESS WHEREOF, the parties hereto haveexecuted this Agreement in triplicate, all as of the day and year first abovewritten.

 
|                        | FAMILY DOLLAR STORES,  INC. |
|-----------------------------|-----------------------------|
|                        |                        |
| Attest:                     | By                          | /s/ R. James Kelly |   |
|                        |                        | Vice Chairman |
|                        |                        |
| /s/ George R. Mahoney,  Jr. |                        |   |
| Secretary                   |                        |   |
|                        |                        |
| (Corporate Seal)            |                        |
|                        |                        | /s/ Howard R. Levine |  (SEAL) |
|                        |                        | Howard R. Levine |
|                        |                        |
| Witness:                    |                        |
|                        |                        |
| /s/ Florence W. Stanley     |                        |   |

 

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