ex10_1.htm


    Exhibit
10.1

    


    ---
Only to be issued to Named Executive Officers ---

    


    DOLLAR
TREE, INC.

    NAMED
EXECUTIVE OFFICER

    OPTION
AGREEMENT

    (FOR
TIME-VESTED AND PERFORMANCE-BASED AWARDS)

     

    NOTE:
This document incorporates the accompanying Grant Letter, and together they
constitute a single Agreement which governs the terms and conditions of your
Option in accordance with the Company’s 2003 Equity Incentive Plan or 2004
Executive Officer Equity Plan, as applicable.

     

    THIS
AGREEMENT (“Agreement”), is effective as of the Grant Date specified in the
accompanying Grant Letter, by and between the Participant and Dollar Tree, Inc.
(“Company”).

     

    A. The
Company maintains both the 2003 Equity Incentive Plan (“EIP”) and the 2004
Executive Officer Equity Plan (“EOEP”).

     

    B. The
Participant has been selected by the committee administering the EIP and EOEP
(“Committee”) to receive a Non-Qualified Stock Option Award under one of these
plans.

     

    C. Key
terms and important conditions of the Award are set forth in the cover letter
(“Grant Letter”) which was delivered to the Participant at the same time as this
document. This Agreement contains general provisions relating to the Award. The
Grant Letter specifies whether the Award is issued under the EIP or the EOEP
(whichever is applicable, the “Plan”).

     

    IT IS
AGREED, by and between the Company and the Participant, as follows:

     

    1. Terms of Award. The
following terms used in this Agreement shall have the meanings set forth in this
paragraph 1:

     

    (a) The
“Participant” is the individual named in the Grant Letter.

     

    (b) The
“Grant Date” is the date of the Grant Letter.

     

    (c) The
“Covered Shares” is that number of shares of the Company’s Stock specified in
the Grant Letter.

     

    (d) The
“Exercise Price” is the price per common share set forth in the Grant
Letter.

     

    Other
terms used in this Agreement are defined pursuant to paragraph 8 or elsewhere in
this Agreement.

     

    2. Award and Exercise
Price. This Agreement specifies the terms of the option (the “Option”)
granted to the Participant to purchase the number of Covered Shares at the
Exercise Price per share. The Option is not an “incentive stock option” as that
term is used in Code section 422.

     

    3. Date of Exercise.
Subject to the limitations of this Agreement, the Option shall be exercisable in
accordance with the terms set forth in the Grant Letter. An Option shall not
become exercisable on the otherwise applicable vesting date if the Participant’s
Date of Termination (as defined in paragraph 8) occurs on or before such vesting
date. Notwithstanding the foregoing provisions, however, the Option shall become
exercisable with respect to the Covered Shares (to the extent it is not then
otherwise exercisable) as follows:

     

    (a) The
Option shall become fully exercisable upon the Participant’s Date of
Termination, if the Participant’s Date of Termination occurs by reason of the
Participant’s death, Retirement or Disability.  Notwithstanding the
foregoing, if the Option is conditioned on the achievement of one or more
performance objectives set forth in the Grant Letter, then the Option shall
become exercisable under this paragraph 3(a) only as of the applicable vesting
date (assuming achievement of the performance objectives), with the number of
Covered Shares exercisable pro-rated based on the ratio of actual months of
employment by the Participant to the total number of months in the applicable
vesting schedule, if any.

    


    (b) The
Option shall become fully exercisable upon a Change in Control, if (i) the
Participant’s Date of Termination does not occur before the Change in Control
and (ii) the Committee determines to accelerate such
exercisability.  Notwithstanding the foregoing, if the Option is
conditioned on the achievement of one or more performance objectives set forth
in the Grant Letter, then the amount of Covered Shares subject to accelerated
vesting under this paragraph 3(b) shall not exceed the pro rata amount based on
the ratio of actual months of employment by the Participant to the date of the
Change of Control to the total number of months in the applicable vesting
schedule, if any.  The accelerated vesting of such pro rata portion is
subject to attaining the performance objectives, with partial settlement of the
Option to occur as soon as practical after the Compensation Committee certifies
attainment of the goals.  If the Committee determines to accelerate
vesting of such Option in this manner, then the remainder of the Covered Shares
shall be unaffected, with full vesting of such remaining Covered Shares on the
applicable vesting date (only if the performance objectives have been
met).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
Option may be exercised on or after the Date of Termination only as to that
portion of the Covered Shares as to which it was exercisable immediately prior
to the Date of Termination, or as to which it became exercisable on the Date of
Termination in accordance with this paragraph 3.

     

    4. Expiration. The
Option shall not be exercisable after the Company’s close of business on the
last business day that occurs prior to the Expiration Date. The “Expiration
Date” shall be earliest to occur of:

     

    (a) the
ten year anniversary of the Grant Date;

     

    (b) if
the Participant’s Date of Termination occurs by reason of death, Disability or
Retirement, the ten year anniversary of the Grant Date;

     

    (c) if
the Participant’s Date of Termination occurs for reasons other than “cause,”
death, Disability, or Retirement, the 90-day anniversary of such Date of
Termination;

     

    (d) if
the Participant’s Date of Termination occurs for “cause,” the Date of
Termination; or

     

    (e) the
date on which the Committee determines the Participant materially violated (i)
the provisions of paragraph 10 below or (ii) any non-competition agreement which
the Participant may have entered into with the Company.

     

    5. Method of Option
Exercise.

     

    (a)
Subject to the terms of this Agreement and the Plan, the Option may be exercised
in whole or in part by filing a written notice with the Chief People Officer (or
such other party as the Company may designate) of the Company at its corporate
headquarters prior to the Company’s close of business on the last business day
that occurs prior to the Expiration Date. Such notice shall specify the number
of Covered Shares which the Participant elects to purchase, and shall be
accompanied by payment of the Exercise Price for such shares of Stock indicated
by the Participant’s election.

     

    (b)
Payment shall be by cash or by check payable to the Company. Except as otherwise
provided by the Committee before the Option is exercised: (i) all or a portion
of the Exercise Price may be paid by the Participant by delivery of shares of
Stock that have been owned by the Participant for at least six (6) months and
are otherwise acceptable to the Committee having an aggregate Fair Market Value
(valued as of the date of exercise) that is equal to the amount of cash that
would otherwise be required; and

    


    (ii) the
Participant may pay the Exercise Price by authorizing a third party to sell
shares of Stock (or a sufficient portion of the shares) acquired upon exercise
of the Option and remit to the Company a sufficient portion of the sale proceeds
to pay the entire Exercise Price and any tax withholding resulting from such
exercise.

     

    (c) The
Option shall not be exercisable if and to the extent the Company determines that
such exercise would violate applicable state or Federal securities laws or the
rules and regulations of any securities exchange on which the Stock is traded.
If the Company makes such a determination, it shall use all reasonable efforts
to obtain compliance with such laws, rules and regulations. In making any
determination hereunder, the Company may rely on the opinion of counsel for the
Company.

    


    (d) The
Option does not include and may not be amended to include any feature for the
deferral of compensation other than the income that may be deferred until the
exercise of the Option, or the time the stock acquired pursuant to the exercise
of the Option first becomes substantially vested.

     

    6. Withholding. All
deliveries and distributions under this Agreement are subject to withholding of
all applicable taxes. The Company is entitled to (a) withhold and deduct from
future wages of the Participant (or from other amounts due to Participant) or
make other arrangements for the collection of all legally required amounts
necessary to satisfy such withholding or (b) require the Participant promptly to
remit such amounts to the Company. At the election of the Participant, and
subject to such rules and limitations as may be established by the Committee
from time to time, such withholding obligations may be satisfied through the
surrender of shares of Stock which the Participant already owns, or to which the
Participant is otherwise entitled under the Plan.

     

    7. Transferability.

     

    (a)
Except as otherwise provided in paragraph 7(b), the Option is not transferable
and during the Participant’s life, may be exercised only by the Participant.
Transfers at death are governed by paragraph 9(c) below.

     

    (b) The
Participant, with the approval of the Committee, may transfer the Option during
his or her lifetime for no consideration to or for the benefit of the
Participant’s Immediate Family, subject to such limits as the Committee may
establish, and the transferee shall remain subject to all the terms and
conditions applicable to the Option prior to such transfer. The foregoing right
to transfer the Option shall apply to the right to consent to amendments to this
Agreement and, in the discretion of the Committee, shall also apply to the right
to transfer ancillary rights associated with the Option.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) The
term “Immediate Family” shall mean Participant’s child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
Participant’s household (other than a tenant or employee), a trust in which
these persons have more than fifty percent of the beneficial interest, a
foundation in which these persons (or the Participant) control the management of
assets, and any other entity in which these persons (or the Participant) own
more than fifty percent of the voting interests. The following transactions are
not prohibited transfers for consideration: (i) a transfer under a domestic
relations order in settlement of marital property rights; and (ii) a transfer to
an entity in which more than fifty percent of the voting interests are owned by
the Immediate Family (or the Participant) in exchange for an interest in that
entity.

     

    8. Definitions. For
purposes of this Agreement, the terms used in this Agreement shall be subject to
the following:

     

    (a)
Change in Control. Notwithstanding the definition of the term “Change in
Control” contained in the Plan and as permitted by Article 5 of the Plan, for
the purposes of this Agreement, the term “Change of Control” shall mean (i) 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, (ii) the
approval by the shareholders of the Company of any plan or proposal for the
liquidation or dissolution of the Company, (iii) a successful tender offer for
the Common Stock of the Company, after which the tendering party holds more than
50% of the issued and outstanding Common Stock of the Company, or (iv) 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 50% of the outstanding shares of the surviving company after the
transaction.

    


    (b) Date
of Termination. The Participant’s “Date of Termination” shall be the first day
occurring on or after the Grant Date on which the Participant is not employed by
the Company or any Subsidiary, regardless of the reason for the termination of
employment; provided that a termination of employment shall not be deemed to
occur by reason of a transfer of the Participant between the Company and a
Subsidiary or between two Subsidiaries; and further provided that the
Participant’s employment shall not be considered terminated while the
Participant is on a leave of absence from the Company or a Subsidiary approved
by the Participant’s employer.

     

    (c)
Disability. Except as otherwise provided by the Committee, the Participant shall
be considered to have a “Disability” during the period in which the Participant
is unable, by reason of a medically determinable physical or mental impairment,
to engage in any substantial gainful activity, which condition, in the opinion
of a physician selected by the Committee, is expected to have a duration of not
less than 120 days.

     

    (d)
Retirement. “Retirement” of the Participant shall mean, with the approval of the
Committee, the occurrence of the Participant’s Date of Termination on or after
the date the Participant attains age fifty-nine (59) years, six (6) months,
following at least seven (7) years of service.

     

    (e) Plan
Definitions. Except where the context clearly implies or indicates the contrary,
a word, term, or phrase used in the Plan is similarly used in this
Agreement.

     

    9. Binding Effect; Heirs and
Successors.

     

    (a) The
terms and conditions of this Agreement shall be effective upon delivery to the
Participant, with or without execution by the Participant.

     

    (b) This
Agreement shall be binding upon, and inure to the benefit of, the Company and
its successors and assigns, and upon any person acquiring, whether by merger,
consolidation, purchase of assets or otherwise, all or substantially all of the
Company’s assets and business.

     

    (c) If
any rights exercisable by the Participant or benefits deliverable to the
Participant under this Agreement have not been exercised or delivered,
respectively, at the time of the Participant’s death, such rights shall be
exercisable by the Designated Beneficiary, and such benefits shall be delivered
to the Designated Beneficiary, in accordance with the provisions of this
Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or
beneficiaries designated by the Participant in a writing filed with the
Committee in such form and at such time as the Committee shall require. If a
deceased Participant fails to designate a beneficiary, or if the Designated
Beneficiary does not survive the Participant, any rights that would have been
exercisable by the Participant and any benefits distributable to the Participant
shall be exercised by or distributed to the legal representative of the estate
of the Participant. If a deceased Participant designates a beneficiary and the
Designated Beneficiary survives the Participant but dies before the Designated
Beneficiary’s exercise of all rights under this Agreement or before the complete
distribution of benefits to the Designated Beneficiary under this Agreement,
then any rights that would have been exercisable by the Designated Beneficiary
shall be exercised by the legal representative of the estate of the Designated
Beneficiary, and any benefits distributable to the Designated Beneficiary shall
be distributed to the legal representative of the estate of the Designated
Beneficiary.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    10. Disclosure of
Information. The Participant recognizes and acknowledges that the
Company’s trade secrets, confidential information, and proprietary information,
including customer and vendor lists and computer data and programs (collectively
“Confidential Information”), are valuable, special and unique assets of the
Company’s business, access to and knowledge of which are essential to the
performance of the Participant’s duties. The Participant will not, before or
after his Date of Termination, in whole or in part, disclose such Confidential
Information to any person or entity or make such Confidential Information public
for any purpose whatsoever, nor shall the Participant make use of such
Confidential Information for the Participant’s own purposes or for the benefit
of any person or entity other than the Company under any circumstances before or
after the Participant’s Date of Termination; provided that this prohibition
shall not apply after the Participant’s Date of Termination to Confidential
Information that has become publicly known through no action of the Participant.
The Participant shall consider and treat as the Company’s property all
memoranda, books, records, papers, letters, computer data or programs, or
customer lists, including any copies thereof in human- or machine-readable form,
in any way relating to the Company’s business or affairs, financial or
otherwise, whether created by the Participant or coming into his or her
possession, and shall deliver the same to the Company on the Date of Termination
or, on demand of the Company, at any earlier time.

     

    11. Administration. The
authority to manage and control the operation and administration of this
Agreement shall be vested in the Committee, and the Committee shall have all
powers with respect to this Agreement as it has with respect to the Plan. Any
interpretation of the Agreement by the Committee and any decision made by it
with respect to the Agreement is final and binding on all persons. Such powers
or decision-making may be delegated, to the extent permitted by the Plan, to one
or more of Committee members or any other person or persons selected by the
Committee.

     

    12. Plan Governs.
Notwithstanding anything in this Agreement to the contrary, the terms of this
Agreement shall wholly incorporate and be subject to the terms of the Plan, a
copy of which may be obtained from the Chief People Officer of the Company (or
such other party as the Company may designate); and this Agreement is subject to
all interpretations, amendments, rules and regulations promulgated by the
Committee from time to time pursuant to the Plan.

     

    13. No Implied
Rights.

     

    (a) The
Option will not confer on the Participant any right with respect to continuance
of employment or other service with the Company or any Subsidiary, nor will it
interfere in any way with any right the Company or any Subsidiary would
otherwise have to terminate or modify the terms of such Participant’s employment
or other service at any time.

     

    (b) The
Participant shall not have any rights of a shareholder with respect to the
shares subject to the Option, until a stock certificate has been duly issued
following exercise of the Option as provided herein.

    


    14. Notices. Any written
notices provided for in this Agreement or the Plan shall be in writing and shall
be deemed sufficiently given if either hand delivered or if sent by fax or
overnight courier, or by postage paid first class mail. Notices sent by mail
shall be deemed received three business days after mailing but in no event later
than the date of actual receipt. Notices shall be directed, if to the
Participant, at the Participant’s address indicated by the Company’s records, or
if to the Company, at the Company’s principal executive office.

     

    15. Fractional Shares. In
lieu of issuing a fraction of a share upon any exercise of the Option, resulting
from an adjustment of the Option pursuant to Section 4.2(f) of the Plan or
otherwise, the Company will be entitled to pay to the Participant an amount
equal to the fair market value of such fractional share.

     

    16. Amendment. This
Agreement may be amended by written agreement of the Participant and the
Company, without the consent of any other person.

     

    17. Governing Law;
Jurisdiction. This Agreement shall be governed by the law of the
Commonwealth of Virginia without giving effect to the choice-of-law provisions
thereof. The Circuit Court of the City of Norfolk and the United States District
Court, Eastern District of Virginia, Norfolk Division shall be the exclusive
courts of jurisdiction and venue for any litigation, special proceeding or other
proceeding as between the parties that may be brought, or arise out of, in
connection with, or by reason of this Agreement. The parties hereby consent to
the jurisdiction of such courts.