Exhibit 10.33


 


FAMILY DOLLAR


COMPENSATION DEFERRAL PLAN


(as amended and restated effective January 1,
2005)


 


1.                                      Name:


 


This
plan shall be known as the “Family Dollar Compensation Deferral Plan” (the “Plan”).


 


2.                                      Purpose
and Intent:


 


Family
Dollar Stores, Inc. and Family Dollar, Inc. (collectively, the “Corporation”)
established this Plan effective March 30, 2003 for the purpose of
providing certain of its associates with the opportunity to defer payment of
certain base salary and annual bonuses in accordance with the terms and
provisions set forth herein.  The
Corporation is hereby amending and restating the Plan effective as of January 1,
2005 (the “Restatement Date”) to reflect certain design changes in order for
the Plan to comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended, and to otherwise meet current needs.  It is the intent of the Corporation that
amounts deferred under the Plan by an associate shall not be taxable to the
associate for income tax purposes until the time actually received by the
associate. The provisions of the Plan shall be construed and interpreted to
effectuate that intent.


 


3.                                      Definitions:


 


For
purposes of the Plan, the following terms have the following meanings:


 


“Account”
means the account established to record a Participant’s interest under the Plan
attributable to amounts credited to the Participant pursuant to the Plan. The
Account shall be a bookkeeping entry only and shall be utilized solely as a
device for the measurement and determination of the amounts to be paid to a
Participant, or his or her Beneficiary, pursuant to the Plan.


 


“Annual
Bonus” means, with respect to a Participant, any annual bonus payable to
the Participant pursuant to any bonus compensation plan of a Participating
Employer approved for purposes of this Plan by the Plan Committee, provided
that any such plan shall provide for “performance-based compensation” within
the meaning of Code Section 409A.


 


“Associate”
means an individual employed by a Participating Employer.


 


“Beneficiary”
means any person or trust designated by a Participant in accordance with
procedures adopted by the Plan Committee to receive the Participant’s Account
in the event of the Participant’s death. If the Participant does not designate
a Beneficiary, the Participant’s Beneficiary is his or her spouse, or if not
then living, his or her estate.


 


“Board”
means the Board of Directors of Family Dollar Stores, Inc.


 





















 


“CEO”
means the Chief Executive Officer of Family Dollar Stores, Inc.


 


“Class Year
Deferrals” means, for each Plan Year beginning on or after January 1,
2006, the deferrals under Paragraph 5(b) below of a Participant’s base
salary for the Plan Year plus the deferral of any portion of the Participant’s
Annual Bonus earned for services rendered during the fiscal year of the
Corporation ending during such Plan Year, including any related adjustments for
deemed investments in accordance with Paragraph 5(d) below.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and
includes any valid and binding governmental regulations, court decisions and
other regulatory and judicial authority issued or rendered thereunder.


 


“Compensation
Committee” means the committee of individuals who are serving from time to
time as the Compensation Committee of the Board.


 


“Disability”
means “disability” as defined under applicable laws for purposes of receiving
Social Security benefits.  A “Disabled”
Participant means a Participant suffering from a Disability.  A Participant’s “Date of Disability”
is the date that the Plan Committee is first notified that the Participant is
Disabled.


 


“Eligible
Associate” means an Associate designated as an Eligible Associate pursuant
to Paragraph 5(a).


 


“Participant”
means an Eligible Associate who has elected to defer compensation under the
Plan as provided in Paragraph 5(b).


 


“Participating
Employer” means the Corporation and any other incorporated or
unincorporated trade or business that adopts the Plan.


 


“Payment
Sub-Account” means a portion of a Participant’s Account established by the
Plan Committee to facilitate the administration of distributions under the
Plan, including without limitation Payment Sub-Accounts representing (i) each
separate set of Class Year Deferrals and (ii) each separate set of deferrals
related to Plan Years before January 1, 2006.


 


“Plan
Committee” means the administrative committee under the Savings Plan.


 


“Plan
Year” means the calendar year.


 


“Savings
Plan” means the Family Dollar Employee Savings and Retirement Plan and Trust,
as in effect from time to time.


 


“Separation
from Service” means a Participant’s “separation from service” with the
Participating Employers within the meaning of Code Section 409A.


 


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4.                                      Administration:


 


The Plan Committee shall
be responsible for administering the Plan. The Plan Committee shall have all of
the powers necessary to enable it to properly carry out its duties under the
Plan. Not in limitation of the foregoing, the Plan Committee shall have the
power to construe and interpret the Plan and to determine all questions that
arise thereunder. The Plan Committee shall have such other and further
specified duties, powers, authority and discretion as are elsewhere in the Plan
either expressly or by necessary implication conferred upon it. The Plan
Committee may appoint any agents that it deems necessary for the effective
performance of its duties, and may delegate to those agents those powers and
duties that the Plan Committee deems expedient or appropriate that are not
inconsistent with the intent of the Plan. All decisions of the CEO, the Plan
Committee and the Compensation Committee upon all matters within the scope of
his or its authority shall be made in the Chief Executive Officer’s, Plan
Committee’s or Compensation Committee’s sole discretion and shall be final and
conclusive on all persons, except to the extent otherwise provided by law.


 


5.                                      Eligibility,
Deferrals and Account Adjustments:


 


(a)                                  Eligibility.
For each Plan Year, (i) the Compensation Committee shall designate which
Associates who are “named executive officers” in the Corporation’s annual proxy
statement shall be Eligible Associates for the Plan Year, and (ii) the CEO
shall designate which Associates other than the “named executive officers”
shall be Eligible Associates for the Plan Year; provided, however,
that the determination of Eligible Associates shall be made consistent with the
requirement that the Plan be a “top hat” plan for purposes of the Associate
Retirement Income Security Act of 1974, as amended. An Associate designated as
an Eligible Associate with respect to one Plan Year need not be designated as
an Eligible Associate for any subsequent Plan Year.


 


(b)                                 Elections
to Defer. A person who is an Eligible Associate for a Plan Year may elect
to defer a percentage of the Eligible Associate’s base salary for the Plan Year
and a percentage of any Annual Bonus for performance during the fiscal year of
the Corporation ending during the Plan Year. The Plan Committee shall establish
from time to time the minimum and maximum percentages for deferral elections,
which may be different for elections to defer base salary and elections to
defer Annual Bonuses and which may vary among groups of Eligible Associates.  Elections to defer base salary or Annual
Bonuses for a Plan Year must be made before the first day of the Plan Year, provided
that a newly hired Eligible Associate who first becomes eligible to participate
in the Plan after the start of the Plan Year may make such deferral election
within thirty (30) days after first becoming eligible to participate in the
Plan as notified by the Plan Committee.  All
elections made under this Paragraph 5(b) shall be made in writing on a
form, or pursuant to other non-written procedures, as may be prescribed from
time to time by the Plan Committee and shall be irrevocable for the Plan Year.
An election to defer made by an Eligible Associate with respect to any base
salary or Annual Bonus payable for a Plan Year shall not automatically apply
with respect to any base salary or Annual Bonus payable for any subsequent Plan
Year.  Amounts deferred under the Plan
shall not be taken into account for purposes of determining contributions or
allocations under the Savings Plan.


 


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(c)                                  Establishment
of Accounts. A Participating Employer shall establish (or cause to be
established) an Account for each Participant employed by the Participating
Employer. Each Account shall be designated by the name of the Participant for
whom established. The amount of any base salary or Annual Bonus deferred by a
Participant shall be credited to the Participant’s Account as of the date the
base salary or Annual Bonus would have otherwise been paid to the Participant.


 


(d)                                 Account
Adjustments for Deemed Investments. The Plan Committee shall from time to
time designate one or more investment vehicle(s) in which the Accounts of
Participants shall be deemed to be invested. Each Participant may designate the
investment vehicle(s) in which his or her Account shall be deemed to be
invested according to the procedures developed by the Plan Committee, except as
otherwise required by the terms of the Plan. No Participating Employer shall be
under an obligation to acquire or invest in any of the deemed investment
vehicle(s), and any acquisition of or investment in a deemed investment vehicle
by a Participating Employer shall be made in the name of the Participating
Employer and shall remain the sole property of the Participating Employer. The
Plan Committee shall also establish from time to time a default investment
vehicle into which a Participant’s Account shall be deemed to be invested if
the Eligible Associate fails to provide investment instructions to the Plan
Committee.  Account adjustments shall be
applied pro rata among a Participant’s various Payment Sub-Accounts.


 


(e)                                  Timing
of Adjustments. The adjustments to Accounts for deemed investments as
provided in Paragraph 5(d) shall be made from time to time at such
intervals as determined by the Plan Committee. The Plan Committee may determine
the frequency of account adjustments by reference to the frequency of Account
adjustments under another plan sponsored by a Participating Employer. The
amount of the adjustment shall equal the amount that the Participant’s Account
would have earned (or lost) for the period since the last adjustment had the
Account actually been invested in the deemed investment vehicle(s) designated
by the Participant for the period.


 


(f)                                    Other
Contributions.  A Participating
Employer may from time to time, in its sole and exclusive discretion, elect to
credit a Participant’s Account with additional amounts not otherwise
contemplated by this Paragraph 5, which amounts shall be subject to the
provisions hereof related to Account adjustments and payments.  Any such amounts shall be included as part of
the Class Year Deferrals for the Plan Year credited.


 


(g)                                 Statements
of Account. Each Participant shall receive a statement of the Participant’s
Account balance no less frequently than annually.


 


6.                                      Distribution Provisions for 2005:


 


(a)                                  In-Service Withdrawals.  Each
Participant who is in the active service of a Participating Employer shall be
given the opportunity up through November 30, 2005 (or such other date
during 2005 as selected by the Plan Committee) to elect a distribution of some
or all of the Participant’s Account balance as of such date and to cancel any
deferral elections that would otherwise apply during December 2005.  Such distribution shall be made on or before December 31,
2005.  Unless otherwise specified, a
distribution under this Paragraph 6(a) of less than a


 


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Participant’s entire Account balance shall be made pro rata from each
Payment Sub-Account maintained under the Plan for the Participant.


 


(b)                                 Special Payment Elections.  Each
Participant employed with the Corporation as of a date specified by the Plan
Committee prior to December 31, 2006 shall be given the opportunity during
an election window specified by the Plan Committee ending no later than December 31,
2006 to make a payment election applicable separately to each Payment
Sub-Account maintained under the Plan for the Participant, in each case to the
extent such amounts are not otherwise withdrawn during 2005 pursuant to
Paragraph 6(a) above.  The
Participant may in each case elect from among the payment options set forth in
Paragraph 7(b) below, and such election shall be immediately
effective.  In the event a Participant
covered by this Paragraph 6(b) fails to make a payment election with
respect to any Payment Sub-Account, the payment method shall be (x) the payment
method most recently elected by the Participant under the Plan according to the
records of the Plan Committee, even if that prior payment election had not yet
become effective, or (y) in the absence of any such prior payment election, a
lump sum payment following Separation from Service or Disability as set forth
in Paragraph 7(b) below.  Any
subsequent change to such payment election must comply with the requirements of
Paragraph 7(c) below.  Payments
pursuant to such election shall otherwise be subject to the requirements of
Paragraph 7 below.


 


7.                                      Distribution Provisions After
2005:


 


(a)                                  Class Year Payment Elections.  A
Participant for any Plan Year beginning on or after January 1, 2006 shall
elect from among the available forms of payment set forth in Paragraph 7(b) below
the form of payment that shall apply to the Payment Sub-Account comprised of
the Class Year Deferrals for each such Plan Year.  The payment election shall be made coincident
with the deferral elections under Paragraph 5(b) above for such Plan Year.


 


(b)                                 Available Forms of Payment.  A
Participant shall select from among the following forms of payment for each
Payment Sub-Account to which separate payment elections are made available
pursuant to Paragraphs 6(b) and 7(a) above.  The Participant must select a single form of
payment applicable to each Payment Sub-Account (i.e., a Payment Sub-Account may
not be “split” among more than one form of payment):


 


(i)                                     Lump
Sum Payment Following Separation from Service or Disability.  The balance of the applicable Payment
Sub-Account shall be payable in a single cash payment as soon as
administratively practicable after the earlier of (A) six months after the
Participant’s Separation from Service or (B) the Participant’s Date of
Disability; or


 


(ii)                                  Lump
Sum Payment In Specified Year.  The
balance of the applicable Payment Sub-Account shall be payable in a single cash
payment during the first 90 days of the calendar year elected by the
Participant; provided, however, that the payment shall be made as
soon as administratively practicable after the earlier of (A) six


 


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months after the Participant’s Separation from Service or (B) the
Participant’s Date of Disability; or


 


(iii)                               Annual
Installments Following Separation from Service or Disability.  The balance of the applicable Payment
Sub-Account shall be payable in annual installments over a period of five (5) or
ten (10) years as selected by the Participant commencing as soon as
administratively practicable after the earlier of (A) six months after the
Participant’s Separation from Service or (B) the Participant’s Date of
Disability; or


 


(iv)                              Annual
Installments Commencing In Specified Year. 
The balance of the applicable Payment Sub-Account shall be payable in
annual installments over a period of five (5) or ten (10) years as selected
by the Participant commencing during the first 90 days of the calendar year
elected by the Participant; provided, however, that the
installments shall commence as soon as administratively practicable after the
earlier of (A) six months after the Participant’s Separation from Service
or (B) the Participant’s Date of Disability.


 


A Participant who fails to make a payment election for a Payment
Sub-Account in accordance with the provisions of this Paragraph 7(b) shall
be deemed to have elected for such Payment Sub-Account a
lump sum payment following Separation from Service or Disability.


 


(c)                                  Subsequent Changes to Payment Elections.  A
Participant who is in the active service of a Participating Employer may change
the timing or form of payment elected under Paragraph 7(b)(ii) or (iv) above,
or the timing or form of payment subsequently elected under this Paragraph
7(c), with respect to a Payment Sub-Account only if (i) such election is
made at least twelve (12) months prior to the date the payment of the Payment
Sub-Account would have otherwise commenced and (ii) the effect of such
election is to defer commencement of such payments by at least five (5) years.


 


(d)                                 Default Lump Sum Payment. 
Notwithstanding any provision herein to the contrary, a Participant’s
entire Account balance shall be payable in a single cash payment on or as soon
as administratively practicable after the Participant’s Separation from Service
if, as of the Participant’s date of Separation from Service, either (i) the
Participant has less than two (2) years of employment (measured from the
Participant’s hire date) or (ii) the balance of the Participant’s Account
is less than $25,000.


 


(e)                                  Installments.  If amounts are payable to a Participant in
the form of annual installments, the first annual installment shall be paid
commencing per the applicable election set forth in Paragraph 7(b) above,
and each subsequent annual installment shall be paid on or about the
anniversary of the first installment. 
The amount payable on each payment date shall be equal to the balance of
the applicable Sub-Account Account on the applicable payment date divided by
the number of remaining installments (including the installment then payable).


 


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(f)                                    Death.  If a Participant dies after having commenced
installment payments, any remaining unpaid installment payments shall be paid
to the Participant’s Beneficiary as and when they would have otherwise been
paid to the Participant had the Participant not died. If a Participant Separates
from Service due to death, the Participant’s Account shall be payable to the
Participant’s Beneficiary commencing as soon as administratively practicable
after the Participant’s death in the form of either a single cash payment or
five (5) or ten (10) annual installments as elected by the
Participant pursuant to this Paragraph 7(f).  Such payment method election shall be made by
the Participant at such time or times and pursuant to such procedures as the
Plan Committee may establish from time to time consistent with the requirements
of Code Section 409A.  If a
Participant fails to make a payment method election under this Paragraph 7(f),
the method of payment to the Beneficiary shall be a single cash payment.


 


(g)                                 Withdrawals on Account of an Unforeseeable
Emergency.  A Participant who is in active service with a
Participating Employer may, if permitted by the Plan Committee, receive a
refund of all or any part of the amounts previously credited to the Participant’s
Account in the case of an “unforeseeable emergency.”  A Participant requesting a payment pursuant
to this Paragraph 7(g) shall have the burden of proof of establishing, to
the Plan Committee’s satisfaction, the existence of an “unforeseeable
emergency,” and the amount of the payment needed to satisfy the same. In that
regard, the Participant must provide the Plan Committee with such financial
data and information as the Plan Committee may request. If the Plan Committee
determines that a payment should be made to a Participant under this Paragraph
7(g), the payment shall be made within a reasonable time after the Plan
Committee’s determination of the existence of the “unforeseeable emergency” and
the amount of payment so needed. As used herein, the term “unforeseeable
emergency” means a severe financial hardship to a Participant resulting from a
sudden and unexpected illness or accident of the Participant or of a dependent
of the Participant, loss of the Participant’s property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant. The circumstances that
constitute an “unforeseeable emergency” shall depend upon the facts of each
case, but, in any case, payment may not be made to the extent that the hardship
is or may be relieved (i) through reimbursement or compensation by
insurance or otherwise, or (ii) by liquidation of the Participant’s
assets, to the extent the liquidation of such assets would not itself cause
severe financial hardship. Examples of what are not considered to be “unforeseeable
emergencies” include the need to send a Participant’s child to college or the
desire to purchase a home. Withdrawals of amounts because of an “unforeseeable
emergency” may not exceed an amount reasonably needed to satisfy the emergency
need.


 


(h)                                 Other Payment Provisions.  To be
effective, any elections under Paragraphs 6 or 7 herein shall be made on such
form, at such time and pursuant to such procedures as determined by the Plan
Committee in its sole discretion from time to time. Any deferral or payment
hereunder shall be subject to applicable payroll and withholding taxes.  In the event any amount becomes payable under
the provisions of the Plan to a Participant, Beneficiary or other person who is
a minor or an incompetent, whether or not declared incompetent by a court, such
amount may be paid directly to the minor or incompetent person or to such
person’s fiduciary (or attorney-in-fact in the case of an incompetent) as the Plan
Committee, in its sole discretion, may decide, and the Plan Committee shall not
be liable to any person for any such decision or any payment pursuant thereto.


 


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8.                                      Amendment,
Modification and Termination of the Plan:


 


The
Board shall have the right and power at any time and from time to time to amend
the Plan in whole or in part and at any time to terminate the Plan; provided,
however, that no amendment or termination may reduce the amount actually
credited to a Participant’s Account on the date of the amendment or
termination, or further defer the due dates for the payment of the amounts,
without the consent of the affected Participant. Notwithstanding any provision
of the Plan to the contrary but only to the extent permitted by Code Section 409A,
in connection with any termination of the Plan the Compensation Committee shall
have the authority to cause the Accounts of all Participants (and Beneficiaries
of any deceased Participants) to be paid in a single cash payment as of a date
determined by the Compensation Committee or to otherwise accelerate the payment
of all Accounts in such manner as the Compensation Committee determines in its
discretion.


 


9.                                      Claims
Procedures:


 


Claims
for benefits under the Plan shall be addressed pursuant to the claims
procedures applicable under the Savings Plan. 
Any decision pursuant to such claims procedures shall be final and
conclusive upon all persons interested therein, except to the extent otherwise
provided by applicable law.


 


10.                               Indemnity
of Plan Committee:


 


The
Participating Employers shall indemnify and hold harmless the Plan Committee
(and each individual member thereof) and any Associate to whom the duties of
the Plan Committee may be delegated from and against any and all claims,
losses, damages, expenses or liabilities arising from any action or failure to
act with respect to the Plan, except in the case of willful misconduct by the
Plan Committee (or any individual member thereof) or any such Associate.


 


11.                               Notice:


 


Any
notice or filing required or permitted to be given to the Plan Committee under
the Plan shall be sufficient if in writing and hand-delivered, or sent by
registered or certified mail, postage pre-paid, to the address below:


 


Family
Dollar Stores, Inc.


Attn:
Plan Committee for the Family Dollar Compensation Deferral Plan


P.O. Box
1017


Charlotte,
NC 28201-1017


 


Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration
or certification.  Any notice or filing
required or permitted to be given to a Participant under the Plan shall be
sufficient if in writing and hand-delivered, or sent by registered or certified
mail, postage pre-paid, to the last known address of the Participant.


 


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12.                               Applicable
Law:


 


The
Plan shall be construed, administered, regulated and governed in all respects
under and by the laws of the United States to the extent applicable, and to the
extent such laws are not applicable, by the laws of the state of North
Carolina.


 


13.                               Compliance
With Code Section 409A:


 


The
Plan is intended to comply with Code Section 409A.  Notwithstanding any provision of the Plan to
the contrary, the Plan shall be interpreted, operated and administered
consistent with this intent.


 


14.                               Miscellaneous:


 


A
Participant’s rights and interests under the Plan may not be assigned or
transferred by the Participant.  In that
regard, no part of any amounts credited or payable hereunder shall, prior to
actual payment, (i) be subject to seizure, attachment, garnishment or
sequestration for the payment of debts, judgments, alimony or separate
maintenance owed by the Participant or any other person, (ii) be
transferable by operation of law in the event of the Participant’s or any
person’s bankruptcy or insolvency or (iii) be transferable to a spouse as
a result of a property settlement or otherwise. The Plan shall be an unsecured
and unfunded arrangement. To the extent the Participant acquires a right to
receive payments from the Participating Employers under the Plan, the right
shall be no greater than the right of any unsecured general creditor of the
Participating Employers. Nothing contained herein may be deemed to create a
trust of any kind or any fiduciary relationship between a Participating
Employer and any Participant. Designation as an Eligible Associate or
Participant in the Plan shall not entitle or be deemed to entitle the person to
continued employment with the Participating Employers. The Plan shall be
binding on the Corporation and any successor in interest of the Corporation.


 


IN
WITNESS WHEREOF, this Instrument is executed by the respective duly authorized
officers of FAMILY DOLLAR STORES, INC. and FAMILY DOLLAR, INC. on November    ,
2005.


 


	
   

  	
  FAMILY DOLLAR
  STORES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FAMILY DOLLAR,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 


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