Exhibit 10(i)


 


Amended as of


August 17,
2004


 


FAMILY DOLLAR
STORES, INC.


 


1989 NON-QUALIFIED
STOCK OPTION PLAN


 


1.  Purpose.  The purpose of the 1989 Non-Qualified Stock
Option Plan (the “Plan”) of Family Dollar Stores, Inc. is to encourage
ownership of a stock interest in Family Dollar Stores, Inc. by certain officers
and other key employees of the Company (as such term is defined below) as an
added incentive to remain in the employ of the Company and to increase their
efforts on its behalf, and in order for the Company to retain and attract
persons of competence, and to gain for the organization the advantages inherent
in key employees having a sense of proprietorship.


 


The term “subsidiary” as
used herein, shall mean any business entity in which Family Dollar Stores, Inc.
owns or controls, directly or indirectly (through one or more business
entities), 50 percent or more of the voting, equity or other ownership
interest.  The term “Company”, as used
herein, shall include Family Dollar Stores, Inc. and any present or future
subsidiary thereof.


 


2.  The Stock.  The shares of stock which may be issued and
sold under the Plan shall not, except as such number may be adjusted pursuant
to Article 10 hereof, exceed 7,374,010 shares of Common Stock of Family
Dollar Stores, Inc. which may be either authorized and unissued shares or
issued shares reacquired by Family Dollar Stores, Inc.  Any shares subjected to an option under the
Plan which terminates, is cancelled or expires for any reason unexercised as to
such shares may again be subjected to an option under the Plan notwithstanding
the above limitation.


 


3.  Eligibility.  Options shall be granted only to officers and
other key employees (including those who are also directors) who, at the time
of the grant of the option, (a) are employees of the Company and (b) are
primarily responsible for the management and growth of the Company or who
otherwise materially contribute to the conduct and direction of its business
and affairs.  A person eligible to
receive an option under the Plan is hereinafter sometimes referred to as an
“employee” and a person to who an option is granted hereunder is hereinafter
sometimes referred to as an “optionee.”


 


4.  Grant of Options.  The Compensation Committee (the “Committee”)
of the Board of Directors of Family Dollar Stores, Inc. (the “Board”) shall
determine the employees who are to be granted options under the Plan, the
number of shares subject to each option and the consideration to the Company
for the granting of options under the Plan, as well as the conditions, if any,
which it may deem appropriate to insure that such consideration will be
received by, or will accrue to, the Company. 
In the discretion of the Committee, such consideration need not be the
same but may vary for options granted under the Plan at the same time or from
time to time.


 
















 


The Committee may grant
more than one option to an employee during the life of the plan and such option
may be in addition to, or in substitution for, an option or options, previously
granted.  The maximum aggregate number of
shares of Common Stock of Family Dollar Stores, Inc. subject to options which
may be granted under the Plan to any optionee during any twelve-month period is
450,000.  No options shall be granted
under the Plan after November 30, 2008.


 


Each option granted
pursuant to the Plan shall be evidenced by a written option agreement between
Family Dollar Stores, Inc. and the optionee which shall contain such
provisions, terms and conditions (which need not be the same for all options)
as the Committee shall in its discretion determine to be appropriate and within
the contemplation of the Plan.  Each
option agreement shall provide that the option granted thereby will not be
treated as an “incentive stock option” within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended.


 


5.  Option Price.  (a) The price or prices per share for shares
of Common Stock of Family Dollar Stores, Inc. to be sold pursuant to an option
shall be such as shall be fixed by the Committee, but not less in any case than
100 percent of the fair market value per share for such stock on the date of
the granting of the option, subject to adjustment as provided in
Article 10 hereof.


 


For the purpose hereof,
the term “fair market value” per share shall mean the mean between the average
high bid and low asked prices quoted by the National Quotations Bureau Inc. for
the over-the-counter market on the date of the grant of such option or, if no
bid and asked prices are quoted on such day, then on the next preceding day on
which there were such quotations, or if such stock is listed on a national
securities exchange, then the average of the highest price and the lowest price
at which the Common Stock shall have been sold regular way on the national securities
exchange on the date of the grant of such option or, if no sales occur on such
day, then on the next preceding day on which there were such sales of Common
Stock or, if any time the Common Stock shall not be quoted by the National
Quotations Bureau Inc. for the over-the-counter market and the Common Stock
shall not be listed on any national securities exchange, the Committee shall
determine the fair value on the basis of available prices for such stock or in
such manner as the Board may deem reasonable.


 


(b)  For the purposes of Articles 5 and 6 hereof,
the date of the granting of an option under the Plan shall be the date fixed by
the Committee as the date for such option for the employee who is to be the
recipient thereof.


 


6.               Period of Option
and Certain Limitations on Right to Exercise.


 


Options will be
exercisable over the Option Period, which, in the case of each option, shall be
a period of not more than five years from the date of the grant of such option,
as follows:


 


(i)  at any time during the third year of the
Option Period the optionee may purchase up to 40 percent of the total number of
shares to which his option relates (adjusted, if a fraction of a share would
otherwise result thereby, to the nearest full number of shares);


 


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(ii)  at any time during the Option Period after
the end of the third year the optionee may purchase on a cumulative basis up to
70 percent of the total number of shares to which his option relates (adjusted,
if a fraction of a share would otherwise result thereby, to the nearest full
number of shares); and


 


(iii)  at any time during the Option Period after
the end of the fourth year the optionee may purchase on a cumulative basis up
to 100 percent of the total number of shares to which his option relates;
provided, however, that except as provided in Articles 8 and 9 hereof, no
option may be exercised unless the optionee is then in the employ of the
Company and shall have been continuously so employed since the date of the
grant of his option.  Absence on leave
approved by the Committee shall not be considered an interruption of employment
for any purpose of the Plan.  Family
Dollar Stores, Inc. may, if it or its counsel shall deem it necessary or
desirable for any reason, require the optionee (or the purchaser acting under
Article 9 hereof) to represent in writing to Family Dollar Stores, Inc. at
the time of the exercise of such option that it is his then intention to
acquire the shares of Common Stock as to which his option is then being
exercised for investment and not with a view to the distribution thereof.


 


7.  Non-Transferability of Option.  No option granted under the Plan to an
employee shall be transferable by him otherwise than by will or by the laws of descent
and distribution, and such option shall be exercisable, during his lifetime,
only by him or by his guardian or legal representative.


 


8.  Termination of Employment.  If an optionee shall cease to be employed by
the Company for any reason (other than death or discharge for cause), he may,
but only within three months after the date he ceases to be an employee of the
Company (and in no event after the expiration of the Option Period), exercise
his option to the extent that he was entitled to exercise it at the date of
such cessation.  The Plan shall not
confer upon any optionee any right with respect to continuation of employment
by the Company, nor shall it interfere in any way with his right or the
Company’s right to terminate his employment at any time.  Notwithstanding any of the provisions
hereinabove set forth, in the event that any optionee shall be discharged for
cause, he shall forthwith forfeit all rights under any options granted to him
under the Plan.  “Cause” shall be deemed
to include, but not be limited to, dishonesty, the proved commission of crime,
disclosure of the Company’s affairs to competitors or other unfaithfulness to
the interests of the Company, continued absence except on account of the
illness or disability, or gross insubordination.


 


9.  Death of Optionee.  If an optionee dies while in the employ of
the Company, or within three months after the date he ceases to be an employee
of the Company (other than by reason of discharge for cause), the option
theretofore granted to him shall be exercisable by the estate of the optionee,
or by a person who acquired the right to exercise such option by bequest or
inheritance or by reason of the death of the optionee, but only within a period
of fifteen calendar months next succeeding such death (and in no event after
expiration of the Option Period), and then only if and to the extent that he
was entitled to exercise it at the date of his death, except as the number of
shares may be adjusted in accordance with the provisions of Article 10 hereof.


 


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10.             Stock Adjustments.


 


(a)  In the event of a recapitalization, stock
split, reverse stock split, stock dividend, reclassification, or merger,
consolidation, or reorganization in which the Company is the surviving
corporation, or any other change in the corporate structure or Common Stock of
the Company, the Committee shall make such adjustments, if any, proportionate
to such change, as it may deem appropriate in the number of shares authorized by
the Plan, in the number of shares covered by the options granted, and in the
option price.


 


(b)  In the event of dissolution or liquidation of
the Company, or a reorganization, merger or consolidation of the Company with
one or more corporations in which the Company is not the surviving corporation,
or a sale of substantially all the property or more than eighty percent (80%)
of the then outstanding stock of the Company to another corporation, the Plan
shall terminate and any option heretofore granted pursuant to the Plan shall
terminate unless provision be made in writing in connection with such
transaction for the continuance of the Plan and/or for the assumption of
options theretofore granted, or the substitution for such options of new
options covering the stock of a successor employer corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and prices, in which event the Plan and options theretofore granted
shall continue in the manner and under the terms so provided.


 


(c)  Adjustments under Article 10 hereof
shall be made by the Committee whose determination as to what adjustments shall
be made, and the extent thereof, shall be final, binding and conclusive.  No fractional shares of Common Stock shall be
issued pursuant to any such adjustment, and any fraction resulting from any
such adjustment shall be eliminated in each case by rounding downward to the
nearest whole share or unit.


 


11.  Administration of the Plan.  The Plan shall be administered by the
Committee.  The Committee shall consist
of two or more members of the Board who are appointed to the Committee by the
Board, and each of whom is an “outside director” as such term is defined in
Section 162(m) of the Internal Revenue Code and any regulations
thereunder.  If any member of the
Committee does not meet the qualifications for an “outside director,” then that
member shall be replaced with another director meeting such qualifications such
that the Committee shall always be comprised of at least two persons meeting
such qualifications.  The Committee is
authorized to establish such rules and regulations for the proper
administration of the Plan as it may deem advisable and not inconsistent with
the provisions of the Plan.  All
questions arising under the Plan or under any rule or regulation with respect
to the Plan adopted by the Committee, whether such questions involve an
interpretation of the Plan or otherwise, shall be decided by the Committee.


 


12.  Payment for Shares.  Payment for shares purchased shall be made in
full at the time of the exercise of the option. 
No loan or advance shall be made by the Company for the purpose of
financing, in whole or in part, the purchase of optioned shares.  An optionee or his legal representatives
shall have none of the rights of a stockholder with respect to shares subject
to option until such shares shall be issued upon exercise of the option.


 


13.  Amendment and Termination of Plan.


 


(a)  The Board may at any time suspend or
terminate the Plan.  The Board may also
at any time amend or revise the terms of the Plan or any option to be granted
thereunder, provided that no such amendment or revision shall affect the
determination of officers and directors to participate in the Plan or of the
timing, pricing and amount of a grant, all of which determinations and
amendments and revisions thereof shall be made by the Committee, and provided
further that, without stockholder approval, no such amendment or revision
shall:


 


 


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(i)  materially increase the benefits accruing to
employees under the Plan; or


 


(ii)  increase the number of shares subject to the
Plan (except as permitted under the provisions of Article 10 hereof); or


 


(iii)  materially modify the requirements as to
eligibility for participation in the Plan.


 


(b)  No amendment, suspension or termination of
the Plan shall, without the consent of the optionee, alter or impair any rights
or obligations under any option theretofore granted under the Plan.


 


14.  Compliance with Law and Other Conditions.  No shares shall be issued pursuant to the
exercise of any option granted under the Plan prior to compliance by Family
Dollar Stores, Inc. to the satisfaction of its counsel with any applicable
laws.


 


15.  Withholding of Taxes.  Each optionee who exercises an option shall
agree that no later than the date of such exercise or receipt of shares
pursuant thereto he will pay to the Company, or make arrangements satisfactory
to the Committee regarding payment of, any federal, state or local taxes of any
kind required by law to be withheld with respect to the transfer to him of such
shares of Common Stock.


 


16.  Approval by Stockholders.  The Plan shall become effective
December 1, 1988, subject to approval thereof by vote (in person or by
proxy) of the holders of a majority of all outstanding shares of Common Stock
of Family Dollar Stores, Inc. entitled to vote at the annual meeting of
stockholders on January 19, 1989, called to take action thereon.


 


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