ex10_1.htm


    EXHIBIT
10.1

    


    


    DOLLAR
TREE, INC.

    EMPLOYEE
STOCK PURCHASE PLAN

    


    THIS
DOLLAR TREE, INC. EMPLOYEE STOCK PURCHASE PLAN ("Plan") is adopted by Dollar
Tree, Inc. ("Company").

    


    


    ARTICLE
1

    DEFINITIONS

    


    For the
purpose of this Plan, the following terms shall have the meanings set forth in
this Article unless a different meaning is required by the context:

    


    a)           Affiliate.  With
respect to any Person, (i) any Person directly or indirectly controlling,
controlled by, or under common control with such Person, (ii) any Person owning
or controlling ten percent (10%) or more of the outstanding voting interests of
such Person, (iii) any officer, director, or general partner of such Person, or
(iv) any Person who is an officer, director, general partner, trustee, or holder
of ten percent (10%) or more of the voting interests of any Person described in
clauses (i) through (iii) of this sentence.  For purposes of this
definition, the term "controls," "is controlled by," or "is under common control
with" shall mean the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person or entity,
whether through the ownership of voting securities, by contract or
otherwise.

    


    b)           Board.  Board of
Directors of the Company.

    


    c)           Code.  The Internal
Revenue Code of 1986, as amended.

    


    d)           Committee.  The
group of individuals administering the Plan, as provided in Article 2 of the
Plan.

    


    e)           Common Stock.  The
common stock $0.01 par value of the Company or the number and kind of shares of
stock or other securities into which such Common Stock may be changed in
accordance with Section 12.4( of the Plan.

    


    f)           Compensation.  Wages
reported on Form W-2 before the deduction for elective deferrals to a Section
401(k) plan or Section 125 plan as those plans are defined in the
Code.

    


    g)           Eligible
Recipient.  An Employee who satisfies the eligibility
requirements contained in Section 3.1".

    


    h)           Employee.  A common
law employee of the Company.

    


    i)           Entry Dates.  The
earlier of the first day of July or first day of January next following the date
on which an Employee has satisfied the eligibility requirements contained in
Section 3.1".

    


    j)           Exchange Act.  The
Securities Exchange Act of 1934, as amended.

    


    k)           Fair Market
Value.  The Fair Market Value of the Common Stock shall
be:

    


    i)  If the Common
Stock is listed or admitted to unlisted trading privileges on any national
securities exchange or is not so listed or admitted but transactions in the
Common Stock are reported on The Nasdaq National Market System, the last sale
price of the Common Stock on such exchange or reported by The Nasdaq National
Market System as of such date (or, if no shares were traded on such day, as of
the next preceding day on which there was such a trade).

    


    ii)  If the Common
Stock is not so listed or admitted to unlisted trading privileges or reported on
The Nasdaq National Market System, and bid and asked prices therefor in the
over-the-counter market are reported by The Nasdaq SmallCap Market® or the
National Quotation Bureau, Inc. (or any comparable reporting service), the mean
of the closing bid and asked prices as of such date, as so reported by The
Nasdaq System, or, if not so reported thereon, as reported by the National
Quotation Bureau, Inc. (or such comparable reporting service).

    


    iii)  If the Common
Stock is not so listed or admitted to unlisted trading privileges, or reported
on the Nasdaq National Market System, and such bid and asked prices are not so
reported, such price as the Committee determines in good faith in the exercise
of its reasonable discretion.

    


    l)           Offering.  An offer
made by the Company to the Participants for the purchase of shares of Common
Stock, on a quarterly basis commencing on the Offering Commencement Date and
ending on the Offering Termination Date, through payroll deductions subject to
the terms and conditions of the Plan.

    


    m)           Offering Commencement
Date.  The first day of each calendar quarter except as
provided in Article 13.  The initial Offering Commencement Date shall
be determined by the Committee in its discretion.

    


    n)           Offering Termination
Date.  The last day of each calendar quarter.

    


    o)           Option.  The right
of an Eligible Recipient to purchase Common Stock under the Plan.

    


    p)           Option
Agreement.  The Agreement described in Section
4.2.

    


    q)           Option Price.  The
purchase price for each share of Common Stock as determined in Section
6.2.

    


    r)           Participant.  An
Eligible Recipient who has elected to participate in the Plan in accordance with
procedures established herein.

    


    s)           Subsidiary
Corporation.  Any subsidiary corporation of the Company within
the meaning of Section 424(f) of the Code.

    


    


    ARTICLE
2

    PLAN
ADMINISTRATION

    


    a)           The Committee.  The
Plan shall be administered by the Board or by a committee of the Board
consisting of not less than two persons.  However, from and after the
date on which the Company first registers a class of its equity securities under
Section 12 of the Exchange Act, the Plan shall be administered by a committee
appointed by the Board consisting of not less than two Board members; provided,
that all of the members of the committee shall be "disinterested persons" within
the meaning of Rule 16b-3 under the Exchange Act.  From and after the
date on which Section 162(m) of the Code becomes applicable to the Plan, all
members of the committee shall also be "outside directors" within the meaning of
Section 162(m) of the Code.  Members of such a committee, if
established, shall be appointed from time to time by the Board, shall serve at
the pleasure of the Board and may resign at any time upon written notice to the
Board.  A majority of the members of such a committee shall constitute
a quorum.  Such a committee shall act by majority approval of the
members, shall keep minutes of its meetings and shall provide copies of such
minutes to the Board.  Action of such a committee may be taken without
a meeting if unanimous written consent is given.  Copies of minutes of
such a committee's meetings and of its actions by written consent shall be
provided to the Board and kept with the corporate records of the
Company.  As used in this Plan, the term "Committee" will refer to the
Board or to such a committee, if established.

    


    b)           Authority of the
Committee.  Subject to the express provisions of the Plan, the
Committee shall have plenary authority in its discretion to interpret and
construe any and all provisions of the Plan, to adopt rules and regulations for
administering the Plan, and to make all other determinations deemed necessary or
advisable for administering the Plan.  The Committee's determination
in the foregoing matters shall be conclusive.

    


    


    ARTICLE
3

    ELIGIBILITY
AND PARTICIPATION

    


    a)           Conditions of
Eligibility.  An Eligible Recipient is an Employee
who:  (1) customarily works more than 20 hours per week, and (2) has
been employed by the Company for one (1) year.

    


    b)           Effective Date of
Participation.  An Eligible Recipient may become a Participant
as of the earlier of the first day of January or the first day of July ("Entry
Dates") which follows the date on which the Employee met the eligibility
requirements contained in Section 3.1", provided that the Eligible Recipient
remains employed on the Entry Date.

    


    c)           Election to
Participate.  An Eligible Recipient may become a Participant by
completing an Option Agreement, which includes the authorization for a payroll
deduction, on the form provided by the Company and filing it with the treasurer
of the Company on or before the date set by the Committee, which date shall be
prior to the Offering Commencement Date for which participation is
sought.  Properly authorized payroll deductions for a Participant
shall commence on the applicable Offering Commencement Date and shall end when
terminated by the terms of the Option Agreement or when terminated by the
Participant as provided in Article 8.

    d)           Restrictions on
Participation.  Notwithstanding any provisions of the Plan to
the contrary, no Employee shall be granted an Option to participate in the
Plan:

    


    i)  if, immediately
after the grant, such Employee would own stock, and/or hold outstanding Options
to purchase stock, possessing 5% or more of the total combined voting power or
value of all classes of stock of the Company (for purposes of this paragraph,
the rules of Section 424(d) of the Code shall apply in determining stock
ownership of any employee); or

    


    ii)  which permits an
Employee's rights to purchase Common Stock under all employee stock purchase
plans of the Company to accrue at a rate which exceeds $25,000 in fair market
value of the Common Stock (determined at the time such Option is granted) for
each calendar year in which such Option is outstanding.

    


    


    ARTICLE
4

    OFFERINGS

    


    a)           Shares Authorized; Duration of
Offerings.  As provided in Article 10, the shareholders of the
Company have authorized the Board to reserve 150,000 shares of Common Stock to
be issued to the Participants in this Plan.  The shares will be made
available to the Participants in a series of quarterly Offerings which shall
continue until all shares of Common Stock reserved for this Plan have been
issued to the Participants.  Notwithstanding anything to the contrary,
this Plan shall terminate and there shall be no further Offerings upon the
earlier of:  (1) the issuance of all shares reserved under Section
10.1 of Common Stock or (2) the end of the fortieth (40th) quarterly
Offering.

    


    b)           Option
Agreement.  Each Eligible Recipient shall receive an Option
Agreement. The Option Agreement shall contain the terms for the purchase of
Common Stock pursuant to the provisions of the Plan and the discretion of the
Compensation Committee where applicable.  The Option Agreement shall
also contain authorization for the payroll deduction.  An Eligible
Recipient may only become a Participant upon the timely completion and return of
the Option Agreement according to the terms contained therein.

    


    


    ARTICLE
5

    PAYROLL
DEDUCTIONS

    


    a)           Amount of
Deduction.  Upon filing the Option Agreement, the Participant
shall elect to have deductions made from his paycheck on each payday during the
time he is a Participant in an Offering at the rate of 1, 2, 3, 4, 5, 6, 7, 8, 9
or 10% of his compensation as determined for each applicable
paycheck.

    


    b)           Participant's
Account.  The Company shall establish a bookkeeping account for
each Participant and all payroll deductions made for a Participant shall be
credited to his account under the Plan.

    


    c)           Changes in Payroll
Deductions.  A Participant may discontinue his participation in
the Plan as provided in Article 8, but no other change can be made during an
Offering and, specifically, a Participant may not alter the amount of his
payroll deductions for that Offering.

    


    


    ARTICLE
6

    GRANTING
OF OPTION

    


    a)           Number of Option
Shares.  On each Offering Commencement Date, a Participant
shall be deemed to have been granted an Option to purchase a maximum number of
shares of Common Stock of the Company equal to an amount determined as
follows:  an amount equal to (i) that percentage of the Participant's
Compensation which he has elected to have withheld (but not in any case in
excess of 10%) multiplied by (ii) the Participant's compensation during the
quarter of the Offering (iii) divided by 85% of the Fair Market Value of the
Common Stock on the applicable Offering Commencement Date.

    


    b)           Option Price.  The
Option Price of the Common Stock purchased with payroll deductions made during
each quarterly Offering for a Participant shall be the lower of:

    


    i)  85% of the Fair
Market Value of the Common Stock on the Offering Commencement Date;
or

    


    ii)  85% of the Fair
Market Value of the Common Stock on the Offering Termination Date.

    


    


    ARTICLE
7

    EXERCISE
OF OPTION

    


    a)           Automatic
Exercise.  Unless a Participant gives written notice to the
Company as hereinafter provided, his Option for the purchase of Common Stock
with payroll deductions made during any Offering will be deemed to have been
exercised automatically on the Offering Termination Date applicable to such
Offering, for the purchase of the number of full shares of Common Stock which
the accumulated payroll deductions in his account at that time will purchase at
the applicable Option Price (but not in excess of the number of shares for which
Options have been granted to the employee pursuant to Section 6.1 ) and any
excess in his account at that time will be returned to him, except as provided
in Section 7.3.

    


    b)           Withdrawal of
Account.  By written notice to the treasurer of the Company, at
any time prior to the Offering Termination Date applicable to any Offering, a
Participant may elect to withdraw all the accumulated payroll deductions in his
account at such time.

    


    c)           Fractional
Shares.  Fractional shares will not be issued under the Plan
and any accumulated payroll deductions which would have been used to purchase
fractional shares shall, unless otherwise requested by the Participant, be held
in the Participant's account for the purchase of Common Stock during the next
Offering.

    


    d)           Transferability of
Option.  During a Participant's lifetime, Options held by such
Participant shall be exercisable only by that Participant.

    


    e)           Delivery of
Stock.  As promptly as practicable after the Offering
Termination Date of each Offering, the Company will deliver to each Participant,
as appropriate, the certificates evidencing the stock purchased upon exercise of
his Option.

    


    


    ARTICLE
8

    WITHDRAWAL

    


    a)           In General.  As
indicated in Section 7.2, a Participant may withdraw payroll deductions credited
to his account under the Plan at any time by giving written notice to the
treasurer of the Company.  All of the Participant's payroll deductions
credited to his account will be paid to him promptly after receipt of his notice
of withdrawal, and no further payroll deductions will be made from his pay
during such Offering.  The Company may, at its Option, treat any
attempt to borrow by an employee on the security of his accumulated payroll
deductions as an election, under Section 7.2, to withdraw such
deductions.

    


    b)           Effect on Subsequent
Participation.  A Participant's withdrawal from any Offering
will not have any effect upon his eligibility to participate in any succeeding
Offering or in any similar plan which may hereafter be adopted by the
Company.

    


    c)           Termination of
Employment.  Upon termination of the Participant's employment
for any reason, including retirement (but excluding death while in the employ of
the Company), the payroll deductions credited to his account will be returned to
him, or, in the case of his death subsequent to the termination of his
employment, to the person or persons entitled thereto under Section
12.1$.

    


    d)           Termination of Employment Due to
Death.  Upon termination of the Participant's employment
because of his death, his beneficiary (as defined in Section 12.1$) shall have
the right to elect, by written notice given to the treasurer of the Company
prior to the earlier of the Offering Termination Date or the expiration of a
period of sixty (60) days commencing with the date of death of the Participant,
either:

    


    i)  to withdraw all of
the payroll deductions credited to the Participant's account under the Plan,
or

    


    ii)  to exercise the
Participant's Option for the purchase of Common Stock on the Offering
Termination Date next following the date of the Participant's death for the
purchase of the number of full shares of Common Stock which the accumulated
payroll deductions in the Participant's account at the date of the Participant's
death will purchase at the applicable Option Price, and any excess in such
account will be returned to said beneficiary, without interest.

    


    In the
event that no such written notice of election shall be duly received by the
treasurer of the Company, the beneficiary shall automatically be deemed to have
elected, pursuant to paragraph 8.4.2(, to exercise the Participant's
Option.

    


    


    ARTICLE
9

    INTEREST

    


    No
interest will be paid or allowed on any money paid into the Plan or credited to
the account of any Participant.

    


    


    ARTICLE
10

    STOCK

    


    a)           Maximum
Shares.  The maximum number of shares of Common Stock which
shall be issued under the Plan, subject to adjustment upon changes in
capitalization of the Company as provided in Section 12.4 (shall be 150,000
shares.  If the total number of shares of Common Stock for which
Options are exercised on any Offering Termination Date in accordance with
Article 6 exceeds the maximum number of shares reserved for this Plan, the
Company shall make a pro rata allocation of the shares of Common Stock available
for delivery and distribution in as nearly a uniform manner as shall be
practicable and as it shall determine to be equitable, and the balance of
payroll deductions credited to the account of each Participant under the Plan
shall be returned to him as promptly as possible.

    


    b)           Participant's Interest in Common
Stock.  The Participant will have no interest in the Common
Stock covered by his Option until such Option has been exercised on the
applicable Offering Termination Date.

    


    c)           Issuance of Common
Stock.  Common Stock to be delivered to a Participant under the
Plan will be issued in the name of the Participant, or, if the Participant so
directs by written notice to the treasurer of the Company prior to the Offering
Termination Date applicable thereto, in the names of the Participant and one
such other person as may be designated by the Participant, as joint tenants with
rights of survivorship or as tenants by the entireties, to the extent permitted
by applicable law.

    


    


    ARTICLE
11

    SECURITIES
LAW RESTRICTIONS

    


    a)           Share
Issuances.  Notwithstanding any other provision of the Plan or
any agreements entered into pursuant hereto, the Company shall not be required
to issue or deliver any certificate for shares of Common Stock under this Plan,
and an Option shall not be considered to be exercised notwithstanding the tender
by the Participant of any consideration therefor, unless and until each of the
following conditions has been fulfilled:

    


    i)  (i) There shall be
in effect with respect to such shares a registration statement under the
Securities Act and any applicable state securities laws if the Committee, in its
sole discretion, shall have determined to file, cause to become effective and
maintain the effectiveness of such registration statement; or (ii) if the
Committee has determined not to so register the shares of Common Stock to be
issued under the Plan, (A) exemptions from registration under the Securities Act
and applicable state securities laws shall be available for such issuance (as
determined by counsel to the Company) and (B) there shall have been received
from the Participant (or, in the event of death or disability, the Participant's
heir(s) or legal representative(s) any representations or agreements requested
by the Company in order to permit such issuance to be made pursuant to such
exemptions; and

    


    ii)  There shall have
been obtained any other consent, approval or permit from any state or federal
governmental agency which the Committee shall, in its sole discretion upon the
advice of counsel, deem necessary or advisable.

    


    b)           Share
Transfers.  Shares of Common Stock issued pursuant to Options
granted under the Plan may not be sold, assigned, transferred, pledged,
encumbered or otherwise disposed of, whether voluntarily or involuntarily,
directly or indirectly, by operation of law or otherwise, except pursuant to
registration under the Securities Act and applicable state securities laws or
pursuant to exemptions from such registrations.  The Company may
condition the sale, assignment, transfer, pledge, encumbrance or other
disposition of such shares not issued pursuant to an effective and current
registration statement under the Securities Act and all applicable state
securities laws on the receipt from the party to whom the shares of Common Stock
are to be so transferred of any representations or agreement requested by the
Company in order to permit such transfer to be made pursuant to exemptions from
registration under the Securities Act and applicable state securities
laws.

    


    c)           Legends.

    


    i)  Unless a
registration statement under the Securities Act and applicable state securities
laws is in effect with respect to the issuance or transfer of shares of Common
Stock under the Plan, each certificate representing any such shares shall be
endorsed with a legend in substantially the following form, unless counsel for
the Company is of the opinion as to any such certificate that such legend is
unnecessary:

    


    THE
SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED ("THE ACT"), OR UNDER APPLICABLE STATE SECURITIES
LAWS.  THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND SUCH STATE LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE ACT AND SUCH STATE LAWS, THE AVAILABILITY OF WHICH IS TO BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

    


    ii)  The Committee, in
its sole discretion, may endorse certificates representing shares issued
pursuant to the exercise of Options with a legend in substantially the following
form:

    


    THE
SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ENCUMBERED,
HYPOTHECATED OR OTHERWISE DISPOSED OF ON OR BEFORE [THE LATER OF THE ONE-YEAR OR
TWO-YEAR SECTION 423 HOLDING PERIODS], WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY.

    


    


    ARTICLE
12

    MISCELLANEOUS

    


    a)           Designation of
Beneficiary.  The designated beneficiary pursuant to a
qualified plan (as described in Section 401(a) of the Code) maintained by the
Company shall be the designated beneficiary for this Plan, unless a Participant
files a written designation of a beneficiary pursuant to this
Plan.  Such designation of beneficiary may be changed by the
Participant at any time by written notice to the treasurer of the
Company.  Upon the death of a Participant and upon receipt by the
Company of proof of identity and existence at the Participant's death of a
beneficiary validly designated by him under the Plan, the Company shall deliver
such Common Stock and/or cash to such beneficiary.  In the event of
the death of a Participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such Participant's death,
the Company shall deliver such Common Stock and/or cash to the executor or
administrator of the estate of the Participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its discretion, may deliver such Common Stock and/or cash to the spouse or to
any one or more dependents of the Participant as the Company may
designate.  No beneficiary shall, prior to the death of the
Participant by whom he has been designated, acquire any interest in the stock or
cash credited to the Participant under the Plan.

    


    b)           Transferability.  Neither
payroll deductions credited to a Participant's account nor any rights with
regard to the exercise of an Option or to receive Common Stock under the Plan
may be assigned, transferred, pledged, or otherwise disposed of in any way by
the Participant other than by will or the laws of descent and
distribution.  Any such attempted assignment, transfer, pledge or
other disposition shall be without effect, except that the Company may treat
such act as an election to withdraw funds in accordance with Section
7.2.

    


    c)           Use of Funds.  Any
payroll deductions received or held by the Company under this Plan may be used
by the Company for any corporate purpose and the Company shall not be obligated
to segregate such payroll deductions.

    


    d)           Adjustment Upon Changes in
Capitalization.

    


    i)  In the event of
any reorganization, merger, consolidation, recapitalization, liquidation,
reclassification, stock dividend, stock split, combination of shares, rights
offering, extraordinary dividend or divesture (including a spin-off) or any
other change in the corporate structure or shares of the Company, the Committee
(or, if the Company is not the surviving corporation in any such transaction,
the board of directors of the surviving corporation) shall make appropriate
adjustment (which determination shall be conclusive) as to the number and kind
of securities subject to outstanding Options.  Without limiting the
generality of the foregoing, in the event that any of such transactions are
effected in such a way that holders of Common Stock shall be entitled to receive
stock, securities or assets, including cash, with respect to or in exchange for
such Common Stock, all Participants holding outstanding Options shall upon the
exercise of such Option receive, in lieu of any shares of Common Stock they may
be entitled to receive, such stock securities or assets, including cash, as have
been issued to such Participants if their Options had been exercised and such
Participants had received Common Stock prior to such transaction.

    


    ii)  Upon: (a) the
sale, lease, exchange or other transfer of all or substantially all of the
assets of the Company (in one transaction or in a series of related
transactions) to a corporation that is not controlled by the Company, (b) the
approval by the shareholders of the Company of any plan or proposal for the
liquidation or dissolution of the Company, (c) a successful tender offer for the
Common Stock of the Company, after which the tendering party holds more than 30%
of the issued and outstanding Common Stock of the Company, or (d) a merger,
consolidation, share exchange, or other transaction to which the Company is a
party pursuant to which the holders of all of the shares of the Company
outstanding prior to such transaction do not hold, directly or indirectly, at
least 70% of the outstanding shares of the surviving company after the
transaction, the holder of each Option then outstanding under the Plan will
thereafter be entitled to receive at the next Offering Termination Date upon the
exercise of such Option for each share as to which such Option shall be
exercised, as nearly as reasonably may be determined, the cash, securities
and/or property which a holder of one share of Common stock was entitled to
receive upon and at the time of such transaction.  The Board of
Directors shall take such steps in connection with such transactions as the
Board shall deem necessary to assure that the provisions of this Section 12.4(
shall thereafter be applicable, as nearly as reasonably may be determined, in
relation to the said cash, securities and/or property as to which such holder of
such Option might thereafter be entitled to receive.

    


    iii)           Notwithstanding
any contrary provision in this Section 12.4(, there shall be no adjustment to
shares authorized pursuant to this Plan for any event described in Sections
12.4.1* or 12.4.2' which occurs before or simultaneously with the closing of the
Public Offering as that term is defined in Article 13.

    


    e)           Amendment and
Termination.  The Board may suspend or terminate the Plan or
any portion thereof at any time, and may amend the Plan from time to time in
such respects as the Board may deem advisable in order that Options under the
Plan shall conform to any change in applicable laws or regulations or in any
other respect the Board may deem to be in the best interests of the Company;
provided, however, that no such amendment shall be effective, without approval
of the shareholders of the Company, if shareholder approval of the amendment is
then required to comply with or obtain exemptive relief under any tax or
regulatory requirement the Board deems desirable to comply with or obtain
exemptive relief under, including without limitation, pursuant to Rule 16b-3
under the Exchange Act or any successor rule or Section 422 of the Code or under
the applicable rules or regulations of any securities exchange or the NASD, and
provided further that no such amendment shall change the terms, conditions or
eligibility requirements of an Option granted under the Plan.  No
termination, suspension or amendment of the Plan shall alter or impair any
outstanding Option without the consent of the Participant affected thereby;
provided, however, that this sentence shall not impair the right of the
Committee to take whatever action it deems appropriate under Section 12.4.1* or
Section 12.4.2' of the Plan.

    


    f)           No Employment
Rights.  Nothing in the Plan shall interfere with or limit in
any way the right of the Company or any Subsidiary to terminate the employment
or service of any Eligible Recipient or Participant at any time, nor confer upon
any Eligible Recipient or Participant any right to continue in the employ or
service of the Company or any Subsidiary.

    


    g)           Effect of
Plan.  The provisions of the Plan shall, in accordance with its
terms, be binding upon, and inure to the benefit of, all successors of each
employee participating in the Plan, including, without limitation, such
Employee's estate and the executors, administrators or trustees thereof, heirs
and legatee, and any receiver, trustee in bankruptcy or representative of
creditors of such Employee.

    


    h)           Governing Law.  The
place of administration of the Plan shall be conclusively deemed to be within
the Commonwealth of Virginia, and the rights and obligations of any and all
persons having or claiming to have had an interest under the Plan or under any
agreements evidencing Options shall be governed by and construed exclusively and
solely in accordance with the laws of the Commonwealth of Virginia without
regard to conflict of laws provisions of any jurisdictions.  All
parties agree to submit to the jurisdiction of the state and federal courts of
Virginia with respect to matters relating to the Plan and agree not to raise or
assert the defense that such forum is not convenient for such
party.

    


    i)           Construction and
Headings.  The use of the masculine gender shall also include
within its meaning the feminine, and the singular may include the plural and the
plural may include the singular, unless the context clearly indicates to the
contrary.  The headings of the Articles and Sections of the Plan are
for convenience of reading only and are not meant to be of substantive
significance and shall not add or detract from the meaning of such Article or
Section.

    


    


    ARTICLE
13

    EFFECTIVE
DATE

    


    The plan
is effective January 1, 1995, the date the Plan was adopted by the Board and
approved by unanimous written consent of the
shareholders.  Notwithstanding any other provision contained herein,
no Options shall be granted pursuant to this Plan until the date of closing of a
public offering of the Common Stock of the Company pursuant to an effective
registration statement under the Securities Act of 1933, as amended, which
results in the Company or the selling shareholders receiving aggregate proceeds
from the public offering of at least $15,000,000 ("Public
Offering").  If the condition in the preceding sentence is not
satisfied by May 1, 1995, then this Plan is null and void as if it had never
been adopted by the Board and had never been approved by the
shareholders.