ex10_1.htm


    EXHIBIT
10.1

    


    


    DOLLAR
TREE, INC.

    2005
EMPLOYEE STOCK PURCHASE PLAN

     

    ARTICLE
1

    GENERAL

     

    
      	
              1.1

            	
              Purpose.
      The Dollar Tree, Inc. 2005 Employee Stock Purchase Plan (“Plan”) is
      intended to attract and retain employees of Dollar Tree, Inc. and its
      Member Companies (“Company”) by providing them with an opportunity to
      purchase shares of stock in the Company. The Plan is intended to qualify
      as an employee stock purchase plan under Section 423 of the Internal
      Revenue Code of 1986, as amended, but is not intended to be subject to the
      Employee Retirement Income Security Act of 1974, as
    amended.

            


    

     

    
      	
              1.2

            	
              Effective
      Date. The Plan shall be effective on September 1,
  2005.

            


    

     

    ARTICLE
2

    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:

     

    
      	
              2.1

            	
              Administrator.
      The Chief People Officer of the Company or such other person as may be
      authorized from time to time pursuant to Section 3.4
    hereof.

            


    

     

    
      	
              2.2

            	
              Board.
      Board of Directors of the Company.

            


    

     

    
      	
              2.3

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

            


    

     

    
      	
              2.4

            	
              Committee.
      The committee appointed by the Board to administer the Plan as described
      in ARTICLE 2 of the Plan or if no such Committee is appointed, the entire
      Board.

            


    

     

    
      	
              2.5

            	
              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 10.6 of the
  Plan.

            


    

     

    
      	
              2.6

            	
              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.

            


    

     

    
      	
              2.7

            	
              Eligible
      Recipient. An Employee who satisfies the eligibility requirements
      contained in Section 4.1.

            


    

     

    
      	
              2.8

            	
              Employee.
      A common law employee of the Company or any Member
  Company.

            


    

     

    
      	
              2.9

            	
              Entry
      Dates. The first day of the calendar quarter, i.e., January 1, April 1,
      July 1 or October 1, next following the date on which an Employee has
      satisfied the eligibility requirements contained in Section
      4.2.

            


    

    


    
      	
              2.10

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

            


    

     

    
      	
              2.11

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

            


    

     

    
      	 
      	
              2.11.1

            	
              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).

            


    

     

    
      	 
      	
              2.11.2

            	
              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).

            


    

     

    
      	 
      	
              2.11.3

            	
              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.

            


    

     

    
      	
              2.12

            	
              Member
      Company. Member Company means any “parent corporation” or “subsidiary
      corporation” (within the meaning of Section 424 of the Code) of the
      Company, including a corporation that becomes a Member Company after the
      adoption of this Plan, that the Administrator designates as a
      participating employer in the Plan.

            


    

    


    
      	
              2.13

            	
              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. The
      Committee shall have the power to change the duration of Offerings
      (including the Offering Commencement Date) with respect to future
      Offerings without shareholder approval if such change is announced at
      lease five (5) days prior to the scheduled beginning of the first Offering
      to be affected thereafter.

            


    

     

    
      	
              2.14

            	
              Offering
      Commencement Date. The first day of each calendar
  quarter.

            


    

     

    
      	
              2.15

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

            


    

     

    
      	
              2.16

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

            


    

     

    
      	
              2.17

            	
              Option
      Agreement. The Agreement described in Section
  4.5.

            


    

     

    
      	
              2.18

            	
              Option
      Price. The purchase price for each share of Common Stock 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.

            


    

     

    
      	
              2.19

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

            


    

     

    ARTICLE
3

    PLAN
ADMINISTRATION

     

    
      	
              3.1

            	
              The
      Committee. The Plan shall be administered by the Committee. 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.

            


    

     

    
      	
              3.2

            	
              Requirements
      of the Exchange Act or the Code. Notwithstanding Section 3.1 above, in the
      event that Rule 16b-3 of the Exchange Act or Section 162(m) of the Code or
      any successor provisions thereto provides specific requirements for the
      administrators of plans of this type, then the Plan shall only
      administered by such body and in such a manner as shall comply with the
      applicable requirements of Rule 16b-3 and Section
  162(m).

            


    

     

    
      	
              3.3

            	
              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.

            


    

     

    
      	
              3.4

            	
              Delegation
      by Committee. Except to the extent prohibited by applicable law or the
      applicable rules of a stock exchange, the Committee may allocate all or
      any portion of its responsibilities and powers to any one or more of its
      members and may delegate all or any part of its responsibilities and
      powers to any person or persons selected by it. Any such allocation or
      delegation may be revoked by the Committee at any
  time.

            


    

     

    ARTICLE
4

    ELIGIBILITY
AND PARTICIPATION

     

    
      	
              4.1

            	
              Conditions
      of Eligibility. An Eligible Recipient is an Employee who has been employed
      by the Company and/or a Member Company for four (4)
  months.

            


    

     

    
      	
              4.2

            	
              Effective
      Date of Participation. An Eligible Recipient may become a Participant as
      of the first day of the calendar quarter (“Entry Date”) next following the
      date on which the Employee met the eligibility requirements contained in
      Section 4.1, provided that the Eligible Recipient remains employed on the
      Entry Date.

            


    

     

    
      	
              4.3

            	
              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, including an electronic format, provided
      by the Company and filing it with the Administrator on or before the date
      set by such officer, 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.

            


    

    


    
      	
              4.4

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

            


    

     

    
      	 
      	
              4.4.1

            	
              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

            


    

     

    
      	 
      	
              4.4.2

            	
              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.

            


    

     

    
      	
              4.5

            	
              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 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

    OFFERINGS
AND OPTION GRANTS

     

    
      	
              5.1

            	
              Duration
      of Offerings. The Plan shall be implemented 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 9.1 of Common Stock or (2) the end of the fortieth
      (40th) quarterly Offering.

            


    

     

    
      	
              5.2

            	
              Number
      of Option Shares. On each Offering Commencement Date, a Participant shall
      be granted an Option to purchase on each Offering Termination Date up to a
      number of shares of Common Stock of the Company determined by dividing
      such Participants accumulated payroll deductions as of the Offering
      Termination Date by the applicable Option Price; provided that in no event
      shall a Participant be permitted to purchase during each Offering more
      than 1,000 shares of Common Stock of the Company, and provided further
      that such purchase shall be subject to the limitations of Sections 4.4 and
      10.1. The Committee may for future offerings, increase or decrease, in its
      absolute discretion, the maximum number of shares of Common Stock that a
      Participant may purchase during each Offering. Exercise of the Option
      shall occur as provided herein, unless the Participant has withdrawn
      pursuant to ARTICLE 8. The Option shall expire on the Offering Termination
      Date.

            


    

     

    ARTICLE
6

    PAYROLL
DEDUCTIONS

     

    
      	
              6.1

            	
              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.

            


    

    


    
      	
              6.2

            	
              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.

            


    

     

    
      	
              6.3

            	
              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
7

    EXERCISE
OF OPTION

     

    
      	
              7.1

            	
              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 5.2 ) and any excess in his account at that time will
      be returned to him, except as provided in Section
  7.3.

            


    

     

    
      	
              7.2

            	
              Withdrawal
      of Account. By written notice to the Administrator, 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.

            


    

     

    
      	
              7.3

            	
              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.

            


    

     

    
      	
              7.4

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

            


    

     

    
      	
              7.5

            	
              Delivery
      of Stock. As promptly as practicable after the Offering Termination Date
      of each Offering, the Company shall arrange the delivery to each
      Participant, as appropriate, of a record of the shares purchased. The
      Administrator may permit or require that such shares be deposited directly
      with a broker designated by such officer or to a designated agent of the
      Company, and the Administrator may utilize electronic or other automated
      methods of share transfer. Common Stock will be issued in the name of the
      Participant, or, if the Participant so directs by written notice to the
      Administrator 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. No participant shall have any voting, dividend, or other
      shareholder rights with respect to shares of Common Stock subject to any
      Option granted under the Plan until such shares have been purchased and
      delivered to the Participant as provided in this Section
    7.5.

            


    

    


    ARTICLE
8

    WITHDRAWAL

     

    
      	
              8.1

            	
              In
      General. Under procedures established by the Committee, a participant may
      withdraw all but not less than all the payroll deductions credited to his
      or her account and not yet used to exercise his or her Option under the
      Plan by submitting to the Administrator a notice of withdrawal in the form
      and manner prescribed by the Committee for such purpose. Unless otherwise
      determined by the Committee on a uniform and non-discriminatory basis, any
      election to withdraw from an Offering will be effective only with respect
      to the Offering Termination Dates that are at least five (5) business days
      after the properly completed election is received by the Administrator.
      All of the Participant’s payroll deductions credited to his or her account
      shall be paid to such participant as promptly as practicable after the
      effective date of his or her withdrawal and such Participant’s Option for
      the Offering shall be automatically terminated, and no further payroll
      deductions for the purchase of shares shall be made for such Offering.
      Once a Participant has withdrawn from an Offering, the Participant may not
      re-enroll in the same Offering. Moreover, payroll deductions shall not
      resume at the beginning of the succeeding Offering unless the Participant
      re-enrolls in the Plan in accordance with provisions of Section
      4.3.

            


    

     

    
      	
              8.2

            	
              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.

            


    

     

    
      	
              8.3

            	
              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 or any Member Company), the Participant shall be deemed to
      have elected to withdraw from the Plan and the payroll deductions credited
      to such Participant’s account during the Offering but not yet used to
      exercise the Option shall be returned to such Participant or, in the case
      of his or her death, to the person or persons entitled thereto under
      Section 10.2, and such Participant’s Option shall be automatically
      terminated.

            


    

     

    
      	
              8.4

            	
              Termination
      of Employment Due to Death. Upon termination of the Participant’s
      employment because of his death, his beneficiary (as defined in Section
      10.2) shall have the right to elect, by written notice given to the
      Administrator 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:

            


    

     

    
      	 
      	
              8.4.1

            	
              to
      withdraw all of the payroll deductions credited to the Participant’s
      account under the Plan, or

            


    

     

    
      	 
      	
              8.4.2

            	
              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

    STOCK

     

    
      	
              9.1

            	
              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 10.6 shall be equal to the sum of (i)
      one million (1,000,000) shares of Common Stock, and (ii) any shares of
      Common Stock available for future awards under any prior employee stock
      purchase plan of the Company (the “Prior Plans”) as of the Effective Date;
      and (iii) any shares of Common Stock that are represented by options
      granted under any Prior Plans which are forfeited, expire or are canceled
      without delivery of shares of Common Stock or which for any reason result
      in the forfeiture of the shares of Common Stock back to the Company. If
      the total number of shares of Common Stock for which Options are exercised
      on any Offering Termination Date in accordance with ARTICLE 5 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.

            


    

     

    
      	
              9.2

            	
              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.

            


    

     

    ARTICLE
10

    MISCELLANEOUS

     

    
      	
              10.1

            	
              Compliance
      with Applicable Laws. The Plan, the grant and exercise of options to
      purchase shares under the Plan, and the Company’s obligation to sell and
      deliver shares upon the exercise Options to purchase shares shall be
      subject to compliance with all applicable federal, state and foreign laws,
      rules and regulations and the requirements of any stock exchange on which
      the shares may then be listed.

            


    

     

    
      	
              10.2

            	
              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 Administrator. 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.

            


    

     

    
      	
              10.3

            	
              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.

            


    

     

    
      	
              10.4

            	
              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.

            


    

     

    
      	
              10.5

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

            


    

     

    
      	
              10.6

            	
              Adjustment
      Upon Changes in Capitalization.

            


    

     

    
      	 
      	
              10.6.1

            	
              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.

            


    

     

    
      	 
      	
              10.6.2

            	
              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 10.6 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.

            


    

    


    
      	
              10.7

            	
              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 10.6.1 or Section
      10.6.2 of the Plan.

            


    

     

    
      	
              10.8

            	
              No
      Employment Rights. Nothing in the Plan shall interfere with or limit in
      any way the right of the Company or any Member Company 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 Member
      Company.

            


    

     

    
      	
              10.9

            	
              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.

            


    

     

    
      	
              10.10

            	
              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.

            


    

     

    
      	
              10.11

            	
              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.