**Exhibit 10.29**

 

**SEPARATION BENEFIT AGREEMENT AND RELEASE OF CLAIMS**

 

This SEPARATIONBENEFIT AGREEMENT AND RELEASE OF CLAIMS (“Agreement”) is made and entered intoas of the first day of November, 2005, by and between**FamilyDollar Stores, Inc.**(the “Company”), and **Irv Neger**(“Employee”).

 

**STATEMENT OF PURPOSE**

 

Employeeand Company agree that their employment relationship will terminate.  Employee and Company further agree that it isin the best interest of each that the terms and conditions of his separation ofemployment be expressly set forth. Accordingly, Employee’s employment with the Company will end on the datestated below.  The Company has decided tooffer this Agreement to Employee to provide compensation and benefits nototherwise owed to Employee and in exchange for the obligations of Employeedescribed below.

 

**AGREEMENT**

 

NOWTHEREFORE, in consideration of the mutual covenants and agreements containedherein and other good and valuable consideration, the Company and Employeehereby agree as follows:

 

1.             Date of Termination.  Employee’s employment with the Company and/orthe Company’s subsidiaries is hereby terminated as of October 20, 2005 (the “TerminationDate”).

 

2.             Payment.  The parties agree that in exchange forEmployee’s resignation from his employment, Employer agrees not to treatEmployee’s separation from his employment as one for “cause” as defined by theparties’ letter agreement dated July 31, 2000. Moreover, subject to paragraph 9 herein, and to Employee’s fullcompliance with the terms of this Agreement, including the conditions set forthbelow, the Company shall continue to pay the base salary of Employee for aperiod of thirteen (13) weeks from the Termination Date set forth in paragraph1 above.  These payments shall be payableat a time and in accord with the regular payroll practices of the Company asapplicable to Employee.  All such amountsshall be subject to and reduced by any applicable federal and state withholdingtaxes and deductions.

 

3.             Benefit Plans and FringeBenefits.  From and after theemployment Termination Date set forth in paragraph 1 above, Employee shall nothave the right to participate in or receive any benefit under any employeebenefit plan of the Company, any fringe benefit plan of the Company, or anyother plan, policy or arrangement of the Company providing benefits orperquisites to employees of the Company generally or individually, except asset forth in this paragraph 3.  Employeeshall be entitled, if otherwise eligible, to exercise Employee’s right tocontinued coverage under the Company medical benefit plan as provided by COBRA(and with respect to which the Company will provide Employee with a separatenotice as required by federal law).  Noprovision of this Agreement shall: (i) prevent Employee from exercising stockoptions granted to Employee under the Company’s 1989 Non-Qualified Stock OptionPlan for shares of Family Dollar Stores, Inc. common stock which wereexercisable and outstanding as of the Termination Date; (ii) limit Employee’sdistribution options and access to the vested portion of Employee’s individualaccount in the Family Dollar Savings and Retirement Plan; (iii) limit 

 

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Employee’s access to anyshares purchased by Employee pursuant to the Company’s Employee Stock PurchasePlan; or (iv) limit Employee’s right to a pro rata award of Performance Sharespursuant to the Company’s 2006 Incentive Plan and the Guidelines for Long-TermIncentive Performance Share Rights Awards.

 

4.             Confidential Information.

 

(a)           Except as expressly permitted by theCompany’s Chief Executive Officer through a written authorization, Employeeshall not divulge, communicate, use to the detriment of the Company or any ofits affiliates, or for the benefit of any other person, or misuse in any way,any Confidential Information or Proprietary Information (as defined below), orauthorize anyone else to do such things, at any time subsequent hereto.  Any Confidential Information or ProprietaryInformation heretofore or hereafter acquired by the Employee shall be deemed avaluable, special and unique asset of the Company received by the Employee inconfidence and as a fiduciary, and the Employee shall remain a fiduciary to theCompany with respect to all of such information.

 

(b)           For purposes of this Agreement(i) the term “Confidential Information” shall include, but not be limitedto, (A) information concerning the financial condition, prospects,customers, sources of leads, methods of doing business, and the manner ofdesign, manufacture, importation, marketing and distribution of the products ofthe Company, and (B) any “trade secret” as defined in the Uniform TradeSecrets Act, as adopted and in effect in the State of North Carolina, and(ii) the term “Proprietary Information” shall include, but not be limitedto, information which is or which relates to the property of the Company,irrespective of whether such information comprises Confidential Information.Notwithstanding any provision hereof which may be to the contrary, ConfidentialInformation shall not include information that has been published in a formgenerally available to the public prior to the date the Employee proposes todisclose or use such information. Confidential Information will not be deemedto have been published merely because individual portions of the informationhave been separately published, but only if all material features of suchinformation have been published in combination.

 

5.             Return of Company Property.Employee warrants that all records, files, lists, including computer generatedlists, drawings, notes, notebooks, letters, handbooks, policy manuals,blueprints, manuals, training materials, sketches, specifications, formulas,financial documents, sales and business plans, customer lists, vendor lists,lists of customer contacts, pricing information, computers, software, cellularphones, credit cards, keys, equipment and similar items relating to the Company’sbusiness, together with any other property of the Company or property which theEmployee received in the course of Employee’s employment with the Company, havebeen returned to the Company.  Employeefurther represents that he will not copy or cause to be copied, print out orcause to be printed out any software, documents or other materials originatingwith or belonging to the Company.

 

6.             Confidentiality andNondisparagement.  From and after thedate hereof, Employee agrees not to make any statements to the Company’semployees, customers or suppliers or to any public or media source, whetherwritten or oral, regarding Employee’s departure from the Company’s employment,except as may be approved by the Chief Executive Officer of the Company inadvance.  Employee further agrees not tomake any statement (including to any media source, or to the Company’ssuppliers, customers or employees) or take any action that

 

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would disrupt, impair, embarrass, harm oraffect adversely the Company, its affiliates or any of their employees,officers, directors, or customers, or place the Company, its affiliates or suchindividuals in any negative light. Employee agrees to keep the terms and existence of this Agreementconfidential and to disclose such terms only to Employee’s legal or taxcounsel, Employee’s immediate family or as otherwise required by law.

 

7.             Admissions.  Employee acknowledges that the payment by theCompany of the amounts described herein is made in good faith and shall neverfor any purpose be considered an admission of liability on the part of theCompany, by whom liability is expressly denied, and no past or presentwrongdoing on the part of the Company shall be implied by such payment.

 

8.             Release.  Asconsideration for the Company’s obligations pursuant to paragraph 2 hereof,Employee agrees for Employee and for Employee’s heirs, executors,administrators and assigns, to release and forever discharge the Company andall of its subsidiary corporations, together with each of their respectiveagents, officers, employees, directors and attorneys, from and to waive any andall rights with respect to all manner of claims, actions, causes of action,suits, judgments, rights, demands, debts, damages, or accountings of whatevernature, legal, equitable or administrative, whether the same are now known orunknown, which Employee ever had, now has or may claim to have, upon or byreason of the occurrence of any matter, cause or thing whatsoever up to thedate of this Separation Benefit Agreement and Release of Claims, includingwithout limitation: (i) any claim whatsoever (whether under federal or statestatutory or common law) arising from or relating to Employee’s employment orchanges in Employee’s employment relationship with the Company, includingEmployee’s termination therefrom; (ii) all claims and rights for additionalcompensation or benefits of whatever nature; (iii) any claim for breach ofcontract, implied or express, impairment of economic opportunity, intentionalor negligent infliction of emotional distress, wage or benefit claim, primafacie tort, defamation, libel, slander, negligent termination, wrongfuldischarge, or any other tort, whether intentional or negligent; (iv) any claim under the Employee Retirement Income Security Act, 29 U.S.C.§ 1001 etseq.; (v) age discrimination claims under the ***Age Discrimination in Employment Act (ADEA), 29U.S.C. § 621 et seq.***; (vi) any race, color, religion, sex,or national origin discrimination claims under Title VII of the 1964 CivilRights Act, 42 U.S.C. § 2000(e) etseq.; (vii) any claim underthe Americans With Disabilities Act (ADA), 42 U.S.C. § 12101 etseq.,or any other federal, state, county or municipal statuteor ordinance relating to any condition of employment or employmentdiscrimination; and (viii) any claims under the North Carolina Equal EmploymentPractice Act, N.C. Gen. Stat. § 143-422.1, etseq.; theNorth Carolina Persons With Disabilities Protection Act, N.C. Gen. Stat.§168A-1 et. seq.; and the North Carolina Retaliatory EmploymentDiscrimination Act, N.C. Gen. Stat. § 95-240 et. seq.  Provided, however, this Release shall not (i)include any claims relating to the obligations of the Company under thisAgreement, (ii) affect Employee’s vested and accrued rights as a participant inthe Company’s pension plans, (iii) affect Employee’s rights to exercise anyconversion rights provided to Employee in the Company’s group life insuranceplan or (iv) affect any rights or claims that may arise out of events occurringafter the Termination Date.

 

9.             Notification Under The OlderWorkers Benefit Protection Act.

 

a.               Timeto Consider This Agreement.  Employee acknowledges that he has beenprovided with a copy of this Agreement and has been given twenty-one (21)consecutive calendar days in which to review and consider the Agreement.  Employee acknowledges that while he has twenty-one(21) consecutive

 

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calendardays to review and consider this agreement, he has the right to sign thisagreement at any time within the twenty-one (21) consecutive calendar days fromhis receipt of this document.

 

b.              LegalCounsel.  Employee is advised to consult with legalcounsel and seek clarification of any of the terms of the Agreement prior tosigning this Agreement.

 

c.               Revocation.  Employee acknowledges that he has a period ofseven (7) calendar days following his signing of this Agreement to revoke theAgreement.  Any such revocation of theAgreement must be in writing, signed by him, and delivered to Janet Kelley,Executive Vice President, General Counsel and Secretary.  Any revocation hereunder shall not affect thetermination of Employee’s employment.

 

d.              Whenthe Terms Become Effective.  The terms of the Agreement shall become finaland binding only upon expiration of the revocation period provided insubparagraph 10(c) above.  No payment shallbe made under paragraph 2 until the Agreement becomes final and binding uponthe parties.

 

10.           Enforcement. Because theEmployee’s services are unique and because the Employee has access toConfidential Information, and Proprietary Information, the parties agree thatmoney damages would be an inadequate remedy for any breach by the Employee ofany of the provisions of paragraph 4 of this Agreement.  In the event of a breach or threatened breachof any of the provisions of paragraph 4 of this Agreement, the Company or itssuccessors or assigns may, in addition to any other rights and remediesexisting in their favor, apply to any court of competent jurisdiction forspecific performance and/or injunctive relief or other equitable relief inorder to enforce or prevent any violations of any such provision (withoutposting a bond or other security).  Inaddition to the foregoing and not in any way in limitation thereof, or inlimitation of any right or remedy otherwise available to the Company, if theEmployee violates any provision of paragraph 4 of this Agreement, anycompensation, benefits and/or termination payments then or thereafter due fromthe Company to the Employee shall be terminated forthwith and the Company’sobligation to pay or provide and the Employee’s right to receive suchcompensation, benefits and/or termination payments shall terminate and be of nofurther force or effect, in each case without limiting or affecting theEmployee’s obligations under such paragraphs 4 or the Company’s other rightsand remedies available at law or in equity.

 

11.           Governing Law and Forum Selection.Employee agrees that any claim against theCompany or any of its affiliates or their employees arising out of or relatingin any way to this Agreement or to Employee’s employment with the Company,shall be brought exclusively in the Superior Court of Mecklenburg County, NorthCarolina or the United States District Court for the Western District of NorthCarolina, and in no other forum. Employee hereby irrevocably consents to the personal and subject matterjurisdiction of these courts for the purpose of adjudicating any claims subjectto this forum selection clause.  Employeealso agrees that any dispute of any kind arising out of or relating to thisAgreement or to Employee’s employment (including without limitation any claimreleased herein by Employee) shall at the Company’s sole election or demand besubmitted to final, conclusive and binding arbitration before a singlearbitrator and according to the rules then prevailing of the AmericanArbitration Association in Mecklenburg County, North Carolina, which electionor demand may be made by the Company at any time prior to the last day

 

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to answer and/or respond to a summons and/or complaintor counterclaim made by Employee.  Theresults of any such arbitration proceeding shall be final and binding both uponthe Company and upon Employee, and shall be subject to judicial confirmation asprovided by the Federal Arbitration Act or the North Carolina Arbitration Act,including specifically the terms of N.C. Gen. Stat. § 1-567.2, which areincorporated herein by reference.  ThisAgreement shall be construed according to the substantive laws of the State ofNorth Carolina, without regard to conflict of laws principles.

 

12.           Further Conditions.  The obligations of the Company set forth inthis Agreement, including specifically in paragraph 2 hereof are conditionalupon Employee’s execution and full ratification of this Agreement, includingthe release set forth herein, no later than twenty-one (21) days following thedate on which this Separation Benefit Agreement and Release is submitted toEmployee, as well as upon Employee’s failure to revoke the same following theexpiration of seven days following such execution.  In the event that Employee fails to executethis Agreement within such 21-day period or revokes the execution thereofwithin seven days following such execution thereof, the Company’s obligationshereunder shall be null and void.

 

13.           Severability.  If any of the provisions set forth in thisAgreement are held invalid, illegal or unenforceable in any respect, suchinvalidity, illegality or unenforceability shall not affect any other provisionof this Agreement, but this Agreement shall be construed as if such invalid,illegal or unenforceable provision had never been contained herein.  Provided, however, that this provision shallnot affect in any way the obligations of Employee set forth in paragraph10  above, or affect Employee’s abilityto ratify any provision of this Agreement.

 

14.           Voluntary Agreement.  Employee hereby represents that Employee hascarefully read and completely understands the provisions of this Agreement andthat Employee has entered into this Agreement voluntarily and without anycoercion whatsoever, and in order

toreceive benefits not otherwise owed to Employee by the Company.

 

15.           Assistanceand Cooperation.  Employee agrees tocooperate with and provide assistance to the Company and its legal counsel inconnection with any litigation (including arbitration or administrativehearings) or investigation affecting the Company, in which, in the reasonablejudgment of the Company’s counsel, Employee’s assistance or cooperation isneeded.  Employee shall, when requestedby the Company, provide testimony or other assistance and shall travel at theCompany’s request in order to fulfill this obligation.  Provided, however, that, in connection withsuch litigation or investigation, the Company shall attempt to accommodateEmployee’s schedule, shall reimburse the employee (unless prohibited by law)for any actual loss wages in connection therewith, shall provide Employee withreasonable notice in advance of the times in which Employee’s cooperation orassistance is needed, and shall reimburse Employee for any reasonable expensesincurred in connection with such matters. In addition, during the time Employee is receiving the payments setforth in paragraph 2 herein, Employee agrees to cooperate fully with the Companyon all matters relating to Employee’s employment and the conduct of the Company’sbusiness.  This obligation to cooperate,however, shall not be considered to prohibit or restrict other employment bythe Employee.

 

16.           Waiver.  Any waiver or consent from the Company withrespect to any term or provision of this Agreement or any other aspect ofEmployee’s conduct or employment shall be effective only in the specificinstance and for the specific purpose for which given and shall not be deemed,regardless of frequency given, to be a further or continuing waiver orconsent.  The failure or delay of theCompany at any time or times to require performance of, or to exercise

 

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anyof its powers, rights or remedies with respect to, any term or provision ofthis Agreement or any other aspect of Employee’s conduct or employment in nomanner (except as otherwise expressly provided herein) shall affect the Company’sright at a later time to enforce any such term or provision.

 

17.           Entire Agreement.  This Agreement contains the entire agreementbetween the Company and Employee and supersedes all prior agreements relatingto the subject matter hereof, and may be changed only by a writing signed bythe parties hereto.  Any and all priorrepresentations, statements and discussions regarding the subject matter ofthis Agreement have been merged into and/or replaced by the terms of thisSeparation Benefit Agreement and Release of Claims.

 

18.           Execution ofAgreement.  By signing thisSeparation Benefit Agreement and Release of Claims, you acknowledge that youhave carefully read and fully understand it and are signing itvoluntarily.  You have the right toconsult with an attorney of your choice at your expense prior to executingit.  Your signature also acknowledgesthat you were given a period of at least twenty-one days after receiving it toconsider its terms before signing it, and you have been afforded seven daysafter signing this Agreement to revoke your acceptance.  Accordingly, this Agreement shall not becomeeffective or enforceable until the seven-day revocation period hasexpired.  If your signature is notrevoked by you during the seven-day period, this Agreement shall take fullforce and effect.

 

INWITNESS WHEREOF, the parties hereto have duly executed this Agreement, orcaused this Agreement to be duly executed by their authorized representative,as of the day and year first above written.

 
|                  | Family Dollar Stores, Inc.                                      |
|-----------------------|-----------------------------------------------------------------|
|                  |                                                            |
|                  | By:                                                             | /s/ R. James Kelly |   |
|                  | R. James Kelly, Vice Chairman and Chief  Administrative Officer |
|                  |                                                            |
|                  |                                                            |
|                  | /s/ Irv Neger                                                   |   |
|                  | Irv Neger                                                       |
|                  |                                                            |
|                  | Dated: November 1, 2005                                         |
|                  |                                                            |
| WITNESS:              |                                                            |
|                  |                                                            |
|                  |                                                            |
| /s/ Dennis C. Merriam |                                                            |   |
|                       |                                                                 |  |  |  |  |

 

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