Exhibit 10.29


 


SEPARATION BENEFIT AGREEMENT AND RELEASE OF CLAIMS


 


This SEPARATION
BENEFIT AGREEMENT AND RELEASE OF CLAIMS (“Agreement”) is made and entered into
as of the first day of November, 2005, by and between Family
Dollar Stores, Inc. (the “Company”), and Irv Neger
(“Employee”).


 


STATEMENT OF PURPOSE


 


Employee
and Company agree that their employment relationship will terminate.  Employee and Company further agree that it is
in the best interest of each that the terms and conditions of his separation of
employment be expressly set forth. 
Accordingly, Employee’s employment with the Company will end on the date
stated below.  The Company has decided to
offer this Agreement to Employee to provide compensation and benefits not
otherwise owed to Employee and in exchange for the obligations of Employee
described below.


 


AGREEMENT


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements contained
herein and other good and valuable consideration, the Company and Employee
hereby agree as follows:


 


1.             Date of Termination.  Employee’s employment with the Company and/or
the Company’s subsidiaries is hereby terminated as of October 20, 2005 (the “Termination
Date”).


 


2.             Payment.  The parties agree that in exchange for
Employee’s resignation from his employment, Employer agrees not to treat
Employee’s separation from his employment as one for “cause” as defined by the
parties’ letter agreement dated July 31, 2000. 
Moreover, subject to paragraph 9 herein, and to Employee’s full
compliance with the terms of this Agreement, including the conditions set forth
below, the Company shall continue to pay the base salary of Employee for a
period of thirteen (13) weeks from the Termination Date set forth in paragraph
1 above.  These payments shall be payable
at a time and in accord with the regular payroll practices of the Company as
applicable to Employee.  All such amounts
shall be subject to and reduced by any applicable federal and state withholding
taxes and deductions.


 


3.             Benefit Plans and Fringe
Benefits.  From and after the
employment Termination Date set forth in paragraph 1 above, Employee shall not
have the right to participate in or receive any benefit under any employee
benefit plan of the Company, any fringe benefit plan of the Company, or any
other plan, policy or arrangement of the Company providing benefits or
perquisites to employees of the Company generally or individually, except as
set forth in this paragraph 3.  Employee
shall be entitled, if otherwise eligible, to exercise Employee’s right to
continued coverage under the Company medical benefit plan as provided by COBRA
(and with respect to which the Company will provide Employee with a separate
notice as required by federal law).  No
provision of this Agreement shall: (i) prevent Employee from exercising stock
options granted to Employee under the Company’s 1989 Non-Qualified Stock Option
Plan for shares of Family Dollar Stores, Inc. common stock which were
exercisable and outstanding as of the Termination Date; (ii) limit Employee’s
distribution options and access to the vested portion of Employee’s individual
account in the Family Dollar Savings and Retirement Plan; (iii) limit 


 





















 


Employee’s access to any
shares purchased by Employee pursuant to the Company’s Employee Stock Purchase
Plan; or (iv) limit Employee’s right to a pro rata award of Performance Shares
pursuant to the Company’s 2006 Incentive Plan and the Guidelines for Long-Term
Incentive Performance Share Rights Awards.


 


4.             Confidential Information.


 


(a)           Except as expressly permitted by the
Company’s Chief Executive Officer through a written authorization, Employee
shall not divulge, communicate, use to the detriment of the Company or any of
its affiliates, or for the benefit of any other person, or misuse in any way,
any Confidential Information or Proprietary Information (as defined below), or
authorize anyone else to do such things, at any time subsequent hereto.  Any Confidential Information or Proprietary
Information heretofore or hereafter acquired by the Employee shall be deemed a
valuable, special and unique asset of the Company received by the Employee in
confidence and as a fiduciary, and the Employee shall remain a fiduciary to the
Company with respect to all of such information.


 


(b)           For purposes of this Agreement
(i) the term “Confidential Information” shall include, but not be limited
to, (A) information concerning the financial condition, prospects,
customers, sources of leads, methods of doing business, and the manner of
design, manufacture, importation, marketing and distribution of the products of
the Company, and (B) any “trade secret” as defined in the Uniform Trade
Secrets Act, as adopted and in effect in the State of North Carolina, and
(ii) the term “Proprietary Information” shall include, but not be limited
to, information which is or which relates to the property of the Company,
irrespective of whether such information comprises Confidential Information.
Notwithstanding any provision hereof which may be to the contrary, Confidential
Information shall not include information that has been published in a form
generally available to the public prior to the date the Employee proposes to
disclose or use such information. Confidential Information will not be deemed
to have been published merely because individual portions of the information
have been separately published, but only if all material features of such
information have been published in combination.


 


5.             Return of Company Property.
Employee warrants that all records, files, lists, including computer generated
lists, drawings, notes, notebooks, letters, handbooks, policy manuals,
blueprints, manuals, training materials, sketches, specifications, formulas,
financial documents, sales and business plans, customer lists, vendor lists,
lists of customer contacts, pricing information, computers, software, cellular
phones, credit cards, keys, equipment and similar items relating to the Company’s
business, together with any other property of the Company or property which the
Employee received in the course of Employee’s employment with the Company, have
been returned to the Company.  Employee
further represents that he will not copy or cause to be copied, print out or
cause to be printed out any software, documents or other materials originating
with or belonging to the Company.


 


6.             Confidentiality and
Nondisparagement.  From and after the
date hereof, 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 Employee’s departure from the Company’s employment,
except as may be approved by the Chief Executive Officer of the Company in
advance.  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


 


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would disrupt, impair, embarrass, harm or
affect adversely the Company, its affiliates or any of their employees,
officers, directors, or customers, or place the Company, its affiliates or such
individuals in any negative light. 
Employee agrees to keep the terms and existence of this Agreement
confidential and to disclose such terms only to Employee’s legal or tax
counsel, Employee’s immediate family or as otherwise required by law.


 


7.             Admissions.  Employee acknowledges that the payment by the
Company of the amounts described herein is made in good faith and shall never
for any purpose be considered an admission of liability on the part of the
Company, by whom liability is expressly denied, and no past or present
wrongdoing on the part of the Company shall be implied by such payment.


 


8.             Release.  As
consideration for the Company’s obligations pursuant to paragraph 2 hereof,
Employee agrees for Employee and for Employee’s heirs, executors,
administrators and assigns, to release and forever discharge the Company and
all of its subsidiary corporations, together with each of their respective
agents, officers, employees, directors and attorneys, from and to waive any and
all rights with respect to all manner of claims, actions, causes of action,
suits, judgments, rights, demands, debts, damages, or accountings of whatever
nature, legal, equitable or administrative, whether the same are now known or
unknown, which Employee ever had, now has or may claim to have, upon or by
reason of the occurrence of any matter, cause or thing whatsoever up to the
date of this Separation Benefit Agreement and Release of Claims, including
without limitation: (i) any claim whatsoever (whether under federal or state
statutory or common law) arising from or relating to Employee’s employment or
changes in Employee’s employment relationship with the Company, including
Employee’s termination therefrom; (ii) all claims and rights for additional
compensation or benefits of whatever nature; (iii) any claim for breach of
contract, implied or express, impairment of economic opportunity, intentional
or negligent infliction of emotional distress, wage or benefit claim, prima
facie tort, defamation, libel, slander, negligent termination, wrongful
discharge, or any other tort, whether intentional or negligent; (iv) any claim under the Employee Retirement Income Security Act, 29 U.S.C.
§ 1001 et  seq.; (v) age discrimination claims under the Age Discrimination in Employment Act (ADEA), 29
U.S.C. § 621 et seq.; (vi) any race, color, religion, sex,
or national origin discrimination claims under Title VII of the 1964 Civil
Rights Act, 42 U.S.C. § 2000(e) et  seq.; (vii) any claim under
the Americans With Disabilities Act (ADA), 42 U.S.C. § 12101 et  seq.,
or any other federal, state, county or municipal statute
or ordinance relating to any condition of employment or employment
discrimination; and (viii) any claims under the North Carolina Equal Employment
Practice Act, N.C. Gen. Stat. § 143-422.1, et  seq.; the
North Carolina Persons With Disabilities Protection Act, N.C. Gen. Stat.
§168A-1 et. seq.; and the North Carolina Retaliatory Employment
Discrimination Act, N.C. Gen. Stat. § 95-240 et. seq.  Provided, however, this Release shall not (i)
include any claims relating to the obligations of the Company under this
Agreement, (ii) affect Employee’s vested and accrued rights as a participant in
the Company’s pension plans, (iii) affect Employee’s rights to exercise any
conversion rights provided to Employee in the Company’s group life insurance
plan or (iv) affect any rights or claims that may arise out of events occurring
after the Termination Date.


 


9.             Notification Under The Older
Workers Benefit Protection Act.


 


a.               Time
to Consider This Agreement.  Employee acknowledges that he has been
provided with a copy of this Agreement and has been given twenty-one (21)
consecutive calendar days in which to review and consider the Agreement.  Employee acknowledges that while he has twenty-one
(21) consecutive


 


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calendar
days to review and consider this agreement, he has the right to sign this
agreement at any time within the twenty-one (21) consecutive calendar days from
his receipt of this document.


 


b.              Legal
Counsel.  Employee is advised to consult with legal
counsel and seek clarification of any of the terms of the Agreement prior to
signing this Agreement.


 


c.               Revocation.  Employee acknowledges that he has a period of
seven (7) calendar days following his signing of this Agreement to revoke the
Agreement.  Any such revocation of the
Agreement must be in writing, signed by him, and delivered to Janet Kelley,
Executive Vice President, General Counsel and Secretary.  Any revocation hereunder shall not affect the
termination of Employee’s employment.


 


d.              When
the Terms Become Effective.  The terms of the Agreement shall become final
and binding only upon expiration of the revocation period provided in
subparagraph 10(c) above.  No payment shall
be made under paragraph 2 until the Agreement becomes final and binding upon
the parties.


 


10.           Enforcement. Because the
Employee’s services are unique and because the Employee has access to
Confidential Information, and Proprietary 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 payments 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 payments 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.


 


11.           Governing Law and Forum Selection.
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 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 Employee’s employment (including without limitation any claim
released herein by Employee) 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


 


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to answer and/or respond to a summons and/or complaint
or counterclaim made by Employee.  The
results of any such arbitration proceeding shall be final and binding both upon
the Company and upon 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.


 


12.           Further Conditions.  The obligations of the Company set forth in
this Agreement, including specifically in paragraph 2 hereof are conditional
upon Employee’s execution and full ratification of this Agreement, including
the release set forth herein, no later than twenty-one (21) days following the
date on which this Separation Benefit Agreement and Release is submitted to
Employee, as well as upon Employee’s failure to revoke the same following the
expiration of seven days following such execution.  In the event that Employee fails to execute
this Agreement within such 21-day period or revokes the execution thereof
within seven days following such execution thereof, the Company’s obligations
hereunder shall be null and void.


 


13.           Severability.  If any of the provisions set forth in this
Agreement are held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement, but this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.  Provided, however, that this provision shall
not affect in any way the obligations of Employee set forth in paragraph
10  above, or affect Employee’s ability
to ratify any provision of this Agreement.


 


14.           Voluntary Agreement.  Employee hereby represents that Employee has
carefully read and completely understands the provisions of this Agreement and
that Employee has entered into this Agreement voluntarily and without any
coercion whatsoever, and in order


to
receive benefits not otherwise owed to Employee by the Company.


 


15.           Assistance
and Cooperation.  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, Employee’s assistance or cooperation is
needed.  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.  Provided, however, that, in connection with
such litigation or investigation, the Company shall attempt to accommodate
Employee’s schedule, shall reimburse the employee (unless prohibited by law)
for any actual loss wages in connection therewith, shall provide Employee with
reasonable notice in advance of the times in which Employee’s cooperation or
assistance is needed, and shall reimburse Employee for any reasonable expenses
incurred in connection with such matters. 
In addition, during the time Employee is receiving the payments set
forth in paragraph 2 herein, Employee agrees to cooperate fully with the Company
on all matters relating to Employee’s employment and the conduct of the Company’s
business.  This obligation to cooperate,
however, shall not be considered to prohibit or restrict other employment by
the Employee.


 


16.           Waiver.  Any waiver or consent from the Company with
respect to any term or provision of this Agreement or any other aspect of
Employee’s conduct or employment shall be effective only in the specific
instance and for the specific purpose for which given and shall not be deemed,
regardless of frequency given, to be a further or continuing waiver or
consent.  The failure or delay of the
Company at any time or times to require performance of, or to exercise


 


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any
of its powers, rights or remedies with respect to, any term or provision of
this Agreement or any other aspect of Employee’s conduct or employment in no
manner (except as otherwise expressly provided herein) shall affect the Company’s
right at a later time to enforce any such term or provision.


 


17.           Entire Agreement.  This Agreement contains the entire agreement
between the Company and Employee and supersedes all prior agreements relating
to the subject matter hereof, and may be changed only by a writing signed by
the parties hereto.  Any and all prior
representations, statements and discussions regarding the subject matter of
this Agreement have been merged into and/or replaced by the terms of this
Separation Benefit Agreement and Release of Claims.


 


18.           Execution of
Agreement.  By signing this
Separation Benefit Agreement and Release of Claims, you acknowledge that you
have carefully read and fully understand it and are signing it
voluntarily.  You have the right to
consult with an attorney of your choice at your expense prior to executing
it.  Your signature also acknowledges
that you were given a period of at least twenty-one days after receiving it to
consider its terms before signing it, and you have been afforded seven days
after signing this Agreement to revoke your acceptance.  Accordingly, this Agreement shall not become
effective or enforceable until the seven-day revocation period has
expired.  If your signature is not
revoked by you during the seven-day period, this Agreement shall take full
force and effect.


 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement, or
caused this Agreement to be duly executed by their authorized representative,
as of the day and year first above written.


 


	
   

  	
  Family Dollar Stores, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R. James Kelly

  	
   

  
	
   

  	
  R. James Kelly, Vice Chairman and Chief

  Administrative Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Irv Neger

  	
   

  
	
   

  	
  Irv Neger

  
	
   

  	
   

  
	
   

  	
  Dated: November 1, 2005

  
	
   

  	
   

  
	
  WITNESS:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Dennis C. Merriam

  	
   

  	
   

  
						



 


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