Exhibit 10.32


 


EMPLOYMENT
AGREEMENT


 


THIS AGREEMENT, made and entered into
effective the 4th day of November, 2005, by and
between FAMILY DOLLAR STORES, INC., a Delaware corporation (hereinafter
referred to as the “Company”); and Charles S. Gibson, Jr. (hereinafter referred
to as the “Employee”);


 


WITNESSETH:


 


WHEREAS, the Company desires to employ the
Employee and the Employee desires to be employed by the Company;


 


NOW, THEREFORE, in consideration of the
mutual covenants herein contained, the Company and the Employee agree as
follows:


 


1.                                       Definitions.  When used in this Agreement, these words
shall be defined as follows:


 


1.01.                        “Affiliate” – Any corporation,
or other entity, directly or indirectly controlling, controlled by or under the
common control of or with the Company.


 


1.02.                        “Cause” –


 


(1)  conviction of a felony, any act
involving moral turpitude, or a misdemeanor where imprisonment is imposed, (2) 
commission of any act of theft, fraud, dishonesty, or falsification of any
employment or Company records, (3)  improper disclosure of the Company’s
confidential or proprietary information, (4)  the Employee’s failure to
comply with reasonable written directives of the Chairman of the Board, the
Chief Executive Officer or the Board of Directors of the Company, (5)  a
course of conduct amounting to gross incompetence, (6) chronic and
unexcused absenteeism, or (7) misconduct in connection with the
performance of any of Employee’s duties, including, without limitation,
misappropriation of funds or property of the Company, securing or attempting to
secure personally any profit in connection with any transaction entered into on
behalf of the Company, misrepresentation to the Company, or any violation of
law or regulations on Company premises or to which the Company is subject.


 


1.03.                        “Competitive Company” – A
corporation, partnership, proprietorship or any other legal entity operating
discount retail stores in the Territory, the majority of which stores each have
25,000 square feet or less of total space, including non-selling areas, and
that sell or offer for sale merchandise similar or identical to the merchandise
sold by the Group.


 


1.04.                        “Confidential Information” –
Any information (including, without limitation, any method of operation, source
of supply, organizational details, personnel information, information regarding
real estate activities, including landlords, prospective landlords and lease
data, business secret, or any formula, pattern, patent, device, plan, process
or compilation of information) which (a) is, or is designed to be, used in
the business of any member of the Group, (b) is private or confidential in
that it is not


 





















 


generally known or available to the public, and (c) gives any
member of the Group an opportunity to obtain a significant advantage over
competitors who do not know or use it.


 


1.05.                        “Group” – The Company and all
Affiliates.


 


1.06.                        “Territory” – All counties,
towns and cities in States in which the Company does business at any time while
the Employee is employed by the Company.


 


1.07.                        “Medical Disability” – An
illness or medical condition preventing the Employee from being able to
actively and regularly perform his duties and responsibilities under this
Agreement for period of ninety (90) work days or longer during any fiscal year
of the Company.


 


2.                                       Term.  The Employee shall be employed by the Company
and any Affiliate in the capacity provided for in Paragraph 3 for the period
commencing upon the effective date of this Agreement, and unless earlier
terminated as provided herein in paragraph 6, the Employee’s employment
hereunder shall be for a rolling term of one year (the “Term”) commencing on
the date hereof.  This agreement shall be
deemed to extend each month for an additional month automatically without any
action on behalf of either party hereto; provided, however, that
either party may, by written notice to the other, cause this Agreement to cease
to extend automatically and upon such notice, the “Term” of this Agreement
shall be the one year following the date of such notice, and this Agreement
shall terminate upon the expiration of such Term, or upon the termination of
this Agreement as provided in Paragraph 6.


 


3.                                       Duties and
Responsibilities.  The Employee shall
be employed as Executive Vice President - Supply Chain of the Company and shall
perform such reasonable duties and responsibilities as the Chairman of the
Company or Board of Directors of the Company or the Chief Executive Officer of
the Company may, from time to time, assign to the Employee.  The Employee agrees to accept this employment
and to devote his full time and attention and his best efforts, ability and
fidelity to the performance of the duties attaching to such employment.  In addition, the Employee shall serve as a
director and officer of the Company and any corporation in the Group, if
appropriately elected.  During the period
of his employment, the Employee shall not, for remuneration or profit, directly
or indirectly, render any service to, or undertake any employment for, any
other person, firm or corporation, whether in an advisory or consulting
capacity or otherwise, without first obtaining the written consent of the
Company.


 


4.                                       Covenant Not
to Compete, Solicit, or Disclose Confidential Information.


 


4.01.                        The Employee will not, directly
or indirectly, for a period of one (1) year from the date of the
termination of his employment with the Company, whether such termination is
voluntary or involuntary or due to the expiration of the term of this
Agreement, (a) engage in competition with the Company, any Affiliates, or
their successors or assigns, for or on behalf of any Competitive Company, or (b) provide


 





















 


information to, or travel, canvass, advertise, solicit or sell for, or
acquire an interest in, become employed by, act as agent for, or in any manner
assist, any Competitive Company; provided that the Employee may become employed
by or act as agent or consultant for, in any capacity, a Competitive Company
when his duties and responsibilities with the Competitive Company do not,
directly or indirectly, involve any business activity in the Territory; or (c) directly
or indirectly approach, solicit, offer employment to or in any manner induce or
seek to induce any employee of the Group to become employed by a Competitive
Company or to otherwise interfere with the Company’s relationship with any
employee in the Group.


 


The foregoing provisions, however, shall not
prohibit the Employee from making investments in any securities listed on the
New York or American Stock Exchanges or actively traded in the over-the-counter
market in amounts not exceeding 1% of any single class of such securities
outstanding, nor prohibit the Employee from making investments of any nature in
any securities of the Company.


 


4.02.                        The Employee acknowledges that
the signing of this Agreement is a condition of employment and understands that
in the performance of his services hereunder, he may have access to and obtain
knowledge of Confidential Information (as hereinbefore defined) relating to the
business and activities of the Group. 
The Employee shall not, without the written consent of the Company,
either during the period of his employment or thereafter, divulge, communicate,
use to the detriment of the Group, or for the benefit of any other person, or
misuse in any way, any Confidential Information, or authorize anyone else to do
such things, at any time subsequent hereto. 
Any Confidential Information acquired by the Employee shall be deemed a
valuable, special and unique asset of the Group received by the Employee in
confidence and as a fiduciary, and the Employee shall remain a fiduciary to the
Group with respect to all of such information.


 


5.                                       Compensation.


 


5.01.                        In consideration of the
services to be rendered by the Employee pursuant to this Agreement, the Company
shall pay, or cause to be paid, to the Employee a weekly base salary as
established by the Board of Directors of the Company.  The base salary shall be reviewed annually by
the Board in connection with its annual review of executive compensation,
unless Employee’s employment shall have been terminated earlier pursuant to
this Agreement, to determine if such base salary should be increased for the
following year in recognition of services to the Company and shall initially be
set at a rate not less than the Employee’s current annual salary. The salary
shall be payable at such intervals in conformity with the Company’s prevailing
practice as such practice shall be established or modified from time to time.


 


5.02.                        In addition, the Employee shall
be entitled to:


 


(a) Participate in the Company’s Target
Bonus Plan, as it may be amended or modified in any respect, including
achievement of established goals.  The


 





















 


Target Bonus Plan generally will give the Employee the opportunity to
earn a bonus equal to a percentage of the Employee’s base salary actually
received in a given year, the precise percentage to be set by the Board of
Directors of the Company, subject to the Company’s achievement of certain
financial goals to be established, the Employee’s performance, and all terms
and conditions of the Target Bonus Plan as in effect for any such fiscal
year.  The Employee acknowledges that he
has received a copy of the form of the Target Bonus Plan and related guidelines
for the operation of such Plan and is familiar with the terms and conditions
thereof.  Nothing contained herein shall
limit the Company’s right to alter, amend or terminate the Target Bonus Plan at
any time for any reason.  The Employee
further acknowledges that, except as provided in Section 6.03, pursuant to
the terms of the Target Bonus Plan, in the event the Employee is not employed
by the Company, for whatever reason, at the time the bonus for the fiscal year
is actually paid to participants in the Target Bonus Plan following the end of
the fiscal year, the Employee will not be entitled to receive the bonus.


 


(b)  Additional benefits and/or
compensation in such form and in such manner and at such times as the Board of
Directors of the Company, in the exercise of its absolute discretion, shall
determine, and/or as otherwise provided by the Company, consistent with
benefits and/or compensation currently provided to Company employees in similar
positions.


 


6.                                       Termination.  Employee’s employment under this Agreement
may be terminated as follows:


 


6.01.                        (a)                                  Death.  In the event of Employee’s death, Employee’s
employment shall be deemed to have terminated effective as of the date of
Employee’s death.  Upon the death of the
Employee, the Company shall pay to his widow if he is married or his estate if
he is not married or his wife predeceases him only such amount as was due and
payable to the Employee at the time of his death.


 


(b)                                 Disability.  The Company may also terminate this Agreement
should the Employee experience a Medical Disability, which termination shall be
effective upon the Company’s giving written notice to the Employee following
the expiration of the Medical Disability period.


 


(c)                                  By Company for
Cause.  The Company may terminate this
Agreement at any time, without notice, for Cause.


 


(d)                                 For Other Reasons.  It is agreed that the Company, or Employee,
may terminate this Agreement for any reason at any time upon written notice to
the other party.  Except as provided in
Paragraph 4, this Agreement shall no longer be of any force and effect as of
the date of such notice or such other date as may be agreed by the Company and
the Employee (herein called the “Termination Date”).  If either party terminates this Agreement,
the Company may relieve the Employee of all duties and responsibilities
effective on the date of notice.  Upon
termination of this Agreement by the Company, except for the provisions of
Paragraph 4, the Employee’s employment


 





















 


under the terms of this Agreement and all other agreements and
contracts between the Employee, the Company and the Company’s Affiliate and
subsidiary corporations, shall be terminated effective on the Termination Date.


 


6.02.                        Should the Company terminate
this Agreement for reasons other than for Cause or Medical Disability, it shall
pay to the Employee, one year of the base salary set forth in Paragraph 5.01
above in effect on the date of the notice (which shall constitute payment in
full of the compensation due to the Employee hereunder).  Any such payments shall be made in twelve (12)
equal monthly installments with the first such installment due and payable not
later than thirty (30) days after the Termination Date.  Such payments made by the Company to the
Employee are herein called “Termination Compensation.”  In the event the Employee accepts or begins
other employment as an employee, consultant or in any other capacity prior to
the date on which the twelfth monthly installment of Termination Compensation
is due and payable, the monthly payments of any unpaid balance of the
Termination Compensation as of the date of such new employment shall be (i) eliminated
if the monthly base salary and all other monthly remuneration and compensation
from the new employment exceeds the monthly base salary of the Employee in
effect on the date of the notice, or (ii) reduced to the amount by which
the monthly base salary of the Employee in effect on the date of the notice
exceeds the monthly base salary and all other monthly remuneration and
compensation from the new employment. 
The Employee agrees to pursue reasonable, good faith efforts to obtain
other employment in a position suitable to his background and experience.  Moreover, the Employee agrees to notify the
Company within three business days of obtaining other employment during the
time period in which he is receiving Termination Compensation.


 


6.03.                        Notwithstanding any other
provision of this Agreement, if the Company terminates this Agreement for
reasons other than for Cause, or if the Agreement is terminated as a result of
the Employee’s Death or Medical Disability, the Employee shall be entitled to
receive as additional Termination Compensation an amount equal to the pro rata
share of the bonus, or the full bonus, as the case may be, if any, under and
subject to the terms and conditions of the Target Bonus Plan referred to in Section 5.02(a).  This payment is equal to the amount, if any,
the Employee would have received following the end of the fiscal year if the
Target Bonus Plan did not have a requirement that the Employee be employed by
the Company at the time the bonus is customarily paid.  Such payment shall be made to the Employee at
the same time the Company makes payments to other participants in the Target
Bonus Plan.


 


6.04.                        On the Termination Date or at
the end of the term of this Agreement, the Employee agrees that he will resign
as an officer and director of the Company, its Affiliate and subsidiary
corporations (if and when elected), and from any other positions, which
resignations shall become effective on the Termination Date.


 


6.05.                        After the Termination Date or the
end of the term of this Agreement, the Employee covenants to render further
advice and assistance to the Company as may be required from time to time, and
to provide all information available


 





















 


to him on matters handled by and through him while employed by the
Company or of which he has personal knowledge, and by making available to the
Company at reasonable times and circumstances, upon request by the Company,
information pertinent to its operations in his possession; and, to the extent
that it is necessary, to cooperate with and assist the Company to conclude any
matters that are pending and which may require his assistance; provided, that
he shall be paid reasonable compensation by the Company in the event he is
required to expend time in the performance of such services; and provided
further, that the Employee may perform such services in a manner that does not
unreasonably interfere with other employment obtained by the Employee.  The Employee shall be reimbursed for any
expenses incurred by him in the performance of the covenants herein set forth
in this Section 6.05.


 


In addition, the Employee agrees to cooperate
with and provide assistance to the Company and its legal counsel in connection
with any litigation (including arbitration or administrative hearings) or
investigation affecting the Company, in which, in the reasonable judgment of
the Company’s counsel, the Employee’s assistance or cooperation is needed.  The Employee shall, when requested by the
Company, provide testimony or other assistance and shall travel at the Company’s
request in order to fulfill this obligation. 
In connection with such litigation or investigation, the Company shall
attempt to accommodate the Employee’s schedule, shall reimburse the Employee
(unless prohibited by law) for any actual loss wages in connection therewith,
shall provide the Employee with reasonable notice in advance of the times in
which the Employee’s cooperation or assistance is needed, and shall reimburse
the Employee for any reasonable expenses incurred in connection with such
matters.


 


6.06.                        After the Termination Date or
the end of the term of this Agreement, the Employee agrees not to make any
statements to the Company’s employees, customers or suppliers or to any public
or media source, whether written or oral, regarding the Employee’s employment
or termination from the Company’s employment, except as may be approved in
writing by an executive officer of the Company in advance.  The Employee further agrees not to make any
statement (including to any media source, or to the Company’s suppliers,
customers or employees) or take any action that would disrupt, impair,
embarrass, harm or affect adversely the Group or any of their employees,
officers, directors, or customers, or place the Group or such individuals in
any negative light.


 


7.                                       Special
Provisions.   This Agreement
shall inure to the benefit of any successor to or assignee of the Company, and
the Employee specifically agrees on demand to execute any and all necessary
documents in connection with the performance of this Agreement.  No waiver by either party of any breach by
the other of any provision hereof shall be deemed to be a waiver of any later
or other breach thereof or as a waiver of any such or other provision of this
Agreement.  If any provision of this
Agreement shall be declared invalid or unenforceable as a matter of law, such
invalidity or unenforceability shall not affect the validity or enforceability
of any other provision of this Agreement or of the remainder of this Agreement
as a whole.


 





















 


This Agreement sets forth all of the terms of
the understanding between the parties with reference to the subject matter set
forth herein and may not be waived, changed, discharged or terminated orally or
by any course of dealing between the parties, but only by an instrument in
writing signed by the party against whom any waiver, change, discharge or
termination is sought.


 


8.                                       Enforcement.  Because the Employee’s services are unique
and because the Employee has access to Confidential Information, the parties
agree that money damages would be an inadequate remedy for any breach by the
Employee of any of the provisions of paragraph 4 of this Agreement.  In the event of a breach or threatened breach
of any of the provisions of paragraph 4 of this Agreement, the Company or its
successors or assigns may, in addition to any other rights and remedies
existing in their favor, apply to any court of competent jurisdiction for
specific performance and/or injunctive relief or other equitable relief in
order to enforce or prevent any violations of any such provision (without
posting a bond or other security).  In
addition to the foregoing and not in any way in limitation thereof, or in
limitation of any right or remedy otherwise available to the Company, if the Employee
violates any provision of paragraph 4 of this Agreement, any compensation,
benefits and/or Termination Compensation then or thereafter due from the
Company to the Employee shall be terminated forthwith and the Company’s
obligation to pay or provide and the Employee’s right to receive such
compensation, benefits and/or Termination Compensation shall terminate and be
of no further force or effect, in each case without limiting or affecting the
Employee’s obligations under such paragraphs 4 or the Company’s other rights
and remedies available at law or in equity.


 


9.                                       Governing Law
and Forum Selection.  The Employee
agrees that any claim against the Company or any of its Affiliates or their
employees arising out of or relating in any way to this Agreement or to the
Employee’s employment with the Company, shall be brought exclusively in the
Superior Court of Mecklenburg County, North Carolina or the United States
District Court for the Western District of North Carolina, and in no other
forum.  Employee hereby irrevocably
consents to the personal and subject matter jurisdiction of these courts for
the purpose of adjudicating any claims subject to this forum selection
clause.  Employee also agrees that any
dispute of any kind arising out of or relating to this Agreement or to the
Employee’s employment shall at the Company’s sole election or demand be
submitted to final, conclusive and binding arbitration before a single
arbitrator and according to the rules then prevailing of the American
Arbitration Association in Mecklenburg County, North Carolina, which election
or demand may be made by the Company at any time prior to the last day to
answer and/or respond to a summons and/or complaint or counterclaim made by the
Employee.  The results of any such
arbitration proceeding shall be final and binding both upon the Company and
upon the Employee, and shall be subject to judicial confirmation as provided by
the Federal Arbitration Act or the North Carolina Arbitration Act, including
specifically the terms of N.C. Gen. Stat. § 1-567.2, which are
incorporated herein by reference.  This
Agreement shall be construed according to the substantive laws of the State of
North Carolina, without regard to conflict of laws principles.


 





















 


10.                                 Notices.    Any notice or other communications
to be given hereunder shall be deemed to have been given or delivered when
delivered by hand to the individuals named below or when deposited in United
States mail, registered or certified, with proper postage and registration or
certification fees prepaid, addressed to the parties as follows (or to such
other address as one party shall give the other in the manner provided herein):


 


	
  Family Dollar Stores, Inc.

  	
   

  	
  Chairman of the Board

  
	
   

  	
   

  	
  Post Office Box 1017

  
	
   

  	
   

  	
  Charlotte, NC 28201-1017

  
	
   

  	
   

  	
   

  
	
  With copy to:

  	
   

  	
  General Counsel

  
	
   

  	
   

  	
  Family Dollar Stores, Inc.

  
	
   

  	
   

  	
  Post Office Box 1017

  
	
   

  	
   

  	
  Charlotte, NC 28201-1017

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Family Dollar Stores, Inc.

  
	
  Charles S. Gibson, Jr.

  	
   

  	
  Post Office Box 1017

  
	
   

  	
   

  	
  Charlotte, NC 28201-1017

  
				



 


11.                                 Novation of Prior
Agreement. This Agreement revokes and supercedes all prior or
contemporaneous agreements, representations, promises and understandings,
whether written or oral, between the parties.


 


12.                                 Compliance
with Code Section 409A.  This
Agreement is intended to comply with Code Section 409A.  Notwithstanding any provision herein to the
contrary, this Agreement shall be interpreted, operated and administered
consistent with this intent.  In that
regard, the payment of any amounts under this Agreement that are subject to
Code Section 409A in connection with the Executive’s termination of
employment shall not be made earlier than six (6) months after the
Executive’s date of termination to the extent required by Code Section 409A(a)(2)(B)(i).


 


 





















 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
triplicate, all as of the day and year first above written.


 


	
   

  	
  FAMILY DOLLAR STORES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R. James Kelly

  	
   

  
	
   

  	
  Title:

  	
  Vice Chairman And CFO

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
  /s/ Janice B. Burris

  	
   

  	
   

  	
   

  
	
  Asst. Secretary

  	
   

  	
   

  
						



 


	
   

  	
  EMPLOYEE

  
	
   

  	
  /s/ Charles S. Gibson, Jr.

  	
   

  
	
   

  	
  Charles S. Gibson, Jr.

  	
   

  
	
  Witness:

  	
   

  	
   

  
	
  /s/ Michael P. Mullican