ex10_2.htm


    Exhibit
10.2

    


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

    


    DOLLAR
TREE, INC.

    NAMED
EXECUTIVE OFFICER

    RESTRICTED
STOCK UNIT AWARD 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
Award 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.
(together with its subsidiaries, “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 Restricted Stock Unit 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
“Units” means an award denominated in shares of the Company’s Stock as specified
in the Grant Letter.

     

    (d) The
“Restricted Period” shall begin on the Grant Date and extend, with respect to
successive installments of Units (if any), until the dates and/or events
specified in the Grant Letter. With respect to an Award conditioned on the
achievement of one or more performance objectives set forth in the Grant Letter,
the Restricted Period shall continue until the Committee issues its written
determination that such performance objectives have been met.

     

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

     

    2. Award. Subject to the
terms and conditions of this Agreement, the Participant is hereby granted the
number of Units set forth in paragraph 1.

     

    3. Settlement of Awards.
The Company shall deliver to the Participant one share of Stock (or cash equal
to the Fair Market Value of one share of Stock) for each vested Unit, as
determined in accordance with the provisions of Grant Letter, which forms a part
of this Agreement. The Units payable to the Participant in accordance with the
provisions of this paragraph 3 shall be paid solely in shares of Stock, solely
in cash based on the Fair Market Value of the Stock (determined as of the first
business day next following the last day of the Restricted Period), or in a
combination of the two, as determined by the Committee in its sole discretion,
except that cash shall be distributed in lieu of any fractional share of
Stock.

     

    4. Time of Payment.
Except as otherwise provided in this Agreement, payment of Units vested in
accordance with the provisions of paragraph 5 will be delivered as soon as
practicable after the end of the Restricted Period; provided that any cash
payment or delivery of shares shall occur no later than the 15th day of
the third month following the end of the calendar year during which the
Restricted Period ends.  To the extent required by Section 409A of the
Code, in the event the Participant is a “specified employee” as provided in
Section 409A(a)(2)(i) on the Date of Termination (as defined below), any amounts
payable hereunder shall be paid no earlier than the first business day after the
six month anniversary of the Date of Termination.  Whether the
Participant is a specified employee and whether an amount payable to the
Participant hereunder is subject to Section 409A of the Code shall be determined
by the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5. Vesting and Forfeiture of
Units.

     

    (a) If
the Participant’s Date of Termination does not occur during the Restricted
Period with respect to any Units, then, at the end of the Restricted Period for
such Units, the Participant shall become vested only in those Units, and shall
be entitled to settlement with respect to such Units free of all restrictions
otherwise imposed by this Agreement.

     

    (b) The
Participant shall become vested in the Units, and become entitled to settlement
with respect to such Units free of all restrictions otherwise imposed by this
Agreement, prior to the end of the Restricted Period, as follows:

     

    (i) The
Participant shall become vested in Units as of the Participant’s Date of
Termination prior to the date the Units would otherwise become vested, if the
Participant’s Date of Termination occurs by reason of the Participant’s death,
Disability or Retirement. Notwithstanding the foregoing, if the Award is
conditioned on the achievement of one or more performance objectives set forth
in the Grant Letter, then the Participant shall become vested under this
paragraph 5(b)(i) only at the end of the then-current Restricted Period
(assuming achievement of the performance objectives), pro-rated based on the
ratio of actual months of employment by the Participant to the total number of
months in the Restricted Period.

     

    (ii) The
Participant shall become vested in Units as of the date of a Change in Control,
if (i) the Change in Control occurs prior to the end of the Restricted Period,
(ii) the Participant’s Date of Termination does not occur before the Change in
Control date, and (iii) the Committee determines to accelerate such vesting.
Notwithstanding the foregoing, if the Award is conditioned on the achievement of
one or more performance objectives set forth in the Grant Letter, then the
amount of Units subject to accelerated vesting under paragraph 5(b)(ii) 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 Restricted Period. The accelerated vesting of such pro rata
portion is subject to attaining the performance objectives, with partial
settlement of the Units to occur as soon as practical after the Compensation
Committee certifies attainment of the goals. If the Committee determines to
accelerate vesting of such an Award in this manner, then the remainder of the
Award shall be unaffected, with settlement of such Award at the end of the
original Restricted Period (only if the performance objectives have been met),
less any distribution made on account of accelerated vesting pursuant to this
paragraph 5(b)(ii).

     

    (c) The
Participant shall forfeit all unvested Units, except as otherwise provided in
this paragraph 5:

     

    (i) as of
the Participant’s Date of Termination

     

    (ii) as
of the date on which the Committee determines the Participant materially
violated (A) the provisions of paragraph 10 below or (B) any non-competition
agreement which the Participant may have entered into with the Company,
and

     

    (iii) as
of the date on which the Committee determines that one or more of the
performance objectives identified in the Grant Letter, if any, were not
achieved.

     

    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. Subject to such rules and limitations as may
be established by the Committee from time to time, the withholding obligations
described in this Section 6 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, including shares of Stock to be settled under
this Agreement.

     

    7. Transferability.  Units
may not be sold, assigned, transferred, pledged or otherwise
encumbered.

     

    8. Definitions. For
purposes of this Agreement, the terms used in this Agreement shall have the
following meanings:

     

    (a)
Change in Control. Notwithstanding the definition of the term “Change in
Control” contained in the Plan and as permitted by Articles 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
award of Units 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 Units
until shares of Stock have been duly issued following settlement of the Award 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. Amendment. This
Agreement may be amended by written agreement of the Participant and the
Company, without the consent of any other person.

     

    16. 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.