ex10_1.htm


    

      EXHIBIT
10.1

      


      


      DOLLAR
TREE, INC.

      AMENDED
AND RESTATED STOCK OPTION PLAN

      


      


      ARTICLE
1

      DEFINITIONS

      


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

      


      1.1           Board. The Board of
Directors of Dollar Tree, Inc.

      


      1.2           Business Day. Any day
except a Saturday, Sunday or other day on which commercial banks in the City of
Norfolk, Virginia are authorized by law to close.

      


      1.3           Company. Dollar Tree,
Inc.

      


      1.4           Deemed Exercise Date.
Five (5) Business Days after all of the requirements described in the first
paragraph of Section 5.3 have been satisfied.

      


      1.5           Disability.
Disability shall mean a mental or physical disability preventing the Employee
from performing his material duties for a continuous period of six months, or
which in the sole discretion of the Board is deemed likely to continue for six
months.

      


      1.6           Employee. A common
law employee of the Employer.

      


      1.7           Employer. Dollar
Tree, Inc. and its wholly owned subsidiaries.

      


      1.8           Exercise Price. $7.20
per share of Option Stock, as it may be adjusted pursuant to Article 6 of the
Stock Option Agreement.

      


      1.9           Exercise Subscription
Form. The form attached as Exhibit B to the Stock Option
Agreement.

      


      1.10           Founder. J. Douglas
Perry; Macon F. Brock, Jr.; H. Ray Compton; Joan P. Brock; and Patricia W.
Perry.

      


      1.11           Lapse. Shall have the
meaning described in Section 5.4.

      


      1.12           Option. The Options
granted under the Plan on December 16, 1993 and March 30, 1994.

      


      1.13           1993 Option. The
Options granted on December 16, 1993.

      


      1.14           1994 Option. The
Options granted on March 30, 1994.

      


      1.15           Option Stock. The
Company’s Common Stock, one cent ($.01) par value.

      


      1.16           Participant. A member
of management or other key Employee of the Employer who the Board, in its sole
discretion, chooses to admit to the Plan and who receives and fully executes a
Stock Option Agreement. No Founder may be a Participant.

      


      1.17           Plan. Dollar Tree,
Inc. Amended and Restated .Stock Option Plan, including without limitation, the
Stock Option Agreement.

      


      1.18           [Reserved]

      


      1.19           Retirement.
Retirement from the Employer and from any gainful employment on a permanent
basis after attaining age 55.

      


      1.20           Stock Option. The
Option (as defined above).

      


      1.21           Stock Option
Agreement. The Agreements attached as Exhibit 1 and Exhibit 2
hereto.

      


      


      ARTICLE
2

      PURPOSES
OF PLAN

      


      2.1           Purposes of Plan. The
purposes of the Plan are as follows:

      


      2.1.1           To
encourage the sense of proprietorship on the part of Participants who have been
significantly responsible for the continued growth of the Company;

      


      2.1.2           To
furnish Participants with further incentive to develop and promote the business
and financial success of the Company in the future; and

      


      2.1.3           To
reward such Participants for their services by providing a means whereby such
Participants may be given an opportunity to purchase Option Stock.

      


      


      ARTICLE
3

      ADMINISTRATION

      


      The Plan
shall be administered by the Board. The Board shall have the exclusive and
unrestricted power and authority, in its sole discretion, to select Participants
and to select the timing and number of Stock Options granted to any Participant.
Decisions and determinations by the Board concerning the Plan shall be final and
binding upon all parties, including shareholders, Participants and other
Employees, providing the decisions and determinations are made in good faith and
are reserved to the Board in accordance with the terms of the Plan. The Board
shall have the exclusive and unrestricted power and authority to interpret the
Plan and to make any other determinations that it believes necessary or
advisable in the administration of the Plan.

      


      


      ARTICLE
4

      PARTICIPATION

      


      Members
of management or other key Employees who are designated in writing and selected
by the Board in its sole discretion will participate in. this Plan, but only
upon receiving and fully executing a Stock Option Agreement. Official Board
action coupled with a fully executed Stock Option Agreement shall be the sole
method of determining participation in the Plan. Conversations with the Board or
Board members, written statements to Employees (other than a Stock Option Agreement), or
any other form of communication shall have no legal effect. No Founder may be a
Participant in the Plan. No Employee solely by virtue of employment, title,
level of compensation, or any other factor shall participate in this Plan unless
selected by the Board in the manner described above.

      


      


      ARTICLE
5

      STOCK
OPTION

      


      5.1           Stock Subject to Plan; Grant
of Options. The stock subject to the Plan shall be 250,000 shares of
Option Stock, Options for 125,000 of which were granted by the Board on December
16, 1993 (“1993 Options”) and Options for the remaining 125,000 of which were
granted by the Board on March 30, 1994 (“1994 Options”) to such Employees as the
Board determined in its sole and absolute discretion. In the event any Options
for shares of Option Stock Lapse for any reason, the shares of Option Stock
subject the Lapsed Options shall be considered in computing the number of shares
of Option Stock granted hereunder and shall not be reoptioned to other
Participants hereunder.

      


      5.2           Stock Option
Agreement. A separate Stock Option Agreement for each Option granted to
any Participant shall be executed by the President or Executive Vice President
on behalf of the Company after it is approved by the Board. The Stock Option
Agreement shall be the exclusive and sole form of Options granted hereunder. The
terms of the Stock Option Agreement for the 1993 Options are incorporated herein
and made a part hereof by this reference and attached hereto as Exhibit 1. The
terms of the Stock Option Agreement for the 1994 Options are incorporated herein
and made a part hereof by this reference and attached hereto as
Exhibit

      2.  The
Stock Option Agreement shall be distributed only to the Participant affected,
and no Participant shall have any right with respect to an Option granted to any
other Participant.

      


      5.3           Exercise of Stock
Option. A Participant is entitled to exercise the 1993 Option or the 1994
Option in whole or in part at any time. Notwithstanding anything to the
contrary, the Deemed Exercise Date must occur before the occurrence of a Lapse
of the Option or the Option (or unexpired portion thereof) will be null, void
and of no further effect. The Optionee is entitled to exercise the Option in
whole of in part at any time the Deemed Exercise Date occurs before the
occurrence of a Lapse of the Option. The Option shall be deemed to be exercised
five (5) Business Days after the later of (i) the date a copy of the first page
of the Stock Option Agreement (or other reasonably suitable evidence of the
Option being exercised) has been presented to the Company at the Company's
office designated for such purpose together with the Exercise Subscription Form
annexed thereto duly executed and in proper form for exercise and (ii) the date
payment in full of the Exercise Price for the number of Stock Option Agreement
Shares specified in such form is, or is arranged to be, received by the Company,
all subject to the terms and conditions hereof ("Deemed Exercise
Date").

      


      At the
option of the Participant, the Exercise Price may be paid in cash or by
certified or official bank check or bank cashier’s check payable to the order of
the Company, or by any combination of such cash or check. On the Deemed Exercise
Date, the Participant shall be deemed to be the holder of record of the duly
exercised Option Stock, notwithstanding ~that the stock transfer books of the
Company shall then be closed or that certificates representing such duly
exercised Option Stock shall not then be actually delivered to the Participant.
The Company shall pay any and all documentary, stamp or similar issue or
transfer taxes of the United States or any state thereof payable in respect of
the issue or delivery of the duly exercised Option Stock. The Company shall not
be required, however, to pay any tax or other charge imposed in connection with
any subsequent transfer of the duly exercised Option Stock or any transfer
involved in the issue of any certificate for Option Stock, and in such case the
Company shall not be required to issue or deliver any stock certificate until
such tax or other charge has been paid or it has been established to the
Company’s satisfaction that no tax or other charge is due.

      


      Upon
exercise of the 1993 Option or the 1994 Option, in whole or in part, in
conformity with the foregoing provisions, the Company shall transfer to the
Participant of the Stock Option Agreement appropriate evidence of ownership of
any shares of Option Stock or other securities or property (including any money)
to which the Participant is entitled, registered, or otherwise placed in, or
payable to the order of, the Participant, and shall deliver such evidence of
ownership and any other securities or property (including money) to the person
or persons entitled to receive the same, together with an amount in cash in lieu
of any fraction of a share as provided in the Stock Option
Agreement.

      


      5.4           Lapse of Option. In
the event a Participant ceases to be an Employee with the Employer for any
reason (i.e., death, disability, retirement, or voluntary or involuntary
termination of employment initiated by the Participant or by the Employer, with
or without cause) the Participant's rights and privileges under this Plan or the
Option shall lapse and shall be null, void, and of no further effect ("Lapse").
In the case of termination of employment with the Employer for any reason other
than Death, Disability or Retirement, the date of Lapse shall be the date the
Employee ceases to be an Employee. In the case of termination of employment with
the Company on account of Death, Disability, or Retirement, the date of Lapse
shall be one year following the date of Death, Disability, or Retirement. To the
extent the Participant has exercised an Option and the Deemed Exercise Date
occurs before Lapse, the Participant shall be entitled to retain any shares of
Option Stock received upon such exercise.

      


      


      ARTICLE
6

      AMENDMENTS
AND TERMINATION

      


      The Board
may at any time and if or any reason amend, freeze, or terminate this Plan
without notice to Employees or Participants provided that (i) no such action
shall adversely affect any Option granted under the Plan, and (ii) the number of
shares of Option Stock subject to the Plan shall not be increased above 250,000
without the approval of the shareholders of the Company.

      


      


      ARTICLE
7

      MISCELLANEOUS

      


      7.1           Nontransferability. A
Participant’s rights and interests under the Plan or the Stock Option Agreement
may not be assigned, transferred, pledged, or otherwise conveyed; provided, the
Participants rights and interests under the Plan and the Stock Option Agreement
may be transferred to the Participant’s estate or beneficiaries upon the
Participant’s death.

      


      7.2           No Right to
Employment. Neither this Plan nor any action taken hereunder shall be
construed as giving any Employee any right to be retained in the employ of the
Employer.

      


      7.3           Construction. Where
the context permits, words in any gender shall include all other genders, the
singular shall include the plural, and the plural shall include the
singular.

      


      7.4           Entire Agreement.
This Plan and the Stock Option Agreement embody the entire agreement and
understanding with respect to the subject matter contained herein and
therein.

      


      7.5           Governing Law. All
rights and obligations hereunder shall be governed by and construed in
accordance with the laws of the commonwealth of
Virginia.