DEGREE OF DIFFICULTY OF ACHIEVING TARGET PERFORMANCE, OR SIMILAR CHANGES;
(III) A MATERIAL REDUCTION IN EMPLOYEE'S POSITION, DUTIES AND RESPONSIBILITIES,
ASSIGNMENT TO DUTIES INCONSISTENT WITH SUCH POSITION OR MATERIAL ADVERSE CHANGE
IN REPORTING RELATIONSHIPS, (IV) WITH RESPECT TO AN EMPLOYEE WHO IS STATIONED AT
THE COMPANY'S HEADQUARTERS IN CHARLOTTE, NORTH CAROLINA, OR IN MATTHEWS, NORTH
CAROLINA, THE COMPANY REQUIRING EMPLOYEE, WITHOUT HIS OR HER CONSENT, TO BE
BASED AT ANY OFFICE
3
OR LOCATION MORE THAN 35 MILES FROM THE LOCATION AT WHICH EMPLOYEE WAS STATIONED
IMMEDIATELY PRIOR TO A CHANGE IN CONTROL, OR (V) THE CONTINUING MATERIAL BREACH
BY THE COMPANY OF ANY EMPLOYMENT AGREEMENT BETWEEN EMPLOYEE AND THE COMPANY
AFTER THE EXPIRATION OF ANY APPLICABLE PERIOD FOR CURE.
K.
"INCENTIVE BONUS PLAN" - INCENTIVE BONUS PLAN MEANS THE ANNUAL
CASH INCENTIVE BONUS PLAN ESTABLISHED PURSUANT TO THE GUIDELINES FOR ANNUAL CASH
BONUS ADOPTED UNDER THE 2006 INCENTIVE PLAN.
L.
"RESTRICTED TERRITORY" - RESTRICTED TERRITORY MEANS ANY STATE IN
THE UNITED STATES OF AMERICA, OR ANY STATE IN MEXICO, IN WHICH (I) THE COMPANY
IS CONDUCTING THE COMPANY'S BUSINESS ON EMPLOYEE'S TERMINATION DATE, OR (II) THE
COMPANY IS PLANNING TO CONDUCT THE COMPANY'S BUSINESS ON EMPLOYEE'S TERMINATION
DATE AND EMPLOYEE HAS KNOWLEDGE, OR SHOULD HAVE KNOWLEDGE, OF SUCH COMPANY
PLANS.
M.
"TARGET BONUS" - TARGET BONUS MEANS EMPLOYEE'S "TARGET BONUS" FOR
THE APPLICABLE FISCAL YEAR WITHIN THE MEANING OF SECTION 4 OF THE INCENTIVE
BONUS PLAN.
N.
"TRADE SECRET" - TRADE SECRET OF THE COMPANY MEANS ANY ITEM OF
CONFIDENTIAL COMPANY INFORMATION THAT CONSTITUTES A TRADE SECRET UNDER THE
COMMON LAW OR STATUTORY LAW OF THE STATE OF NORTH CAROLINA, NAMELY N.C. GEN.
STAT. §§ 66-152 ET SEQ., BUT SUCH DEFINITION OF "TRADE SECRET" SHALL NOT ALTER
EITHER THE COMPANY'S RIGHTS OR EMPLOYEE'S OBLIGATIONS UNDER ANY STATE OR FEDERAL
STATUTORY OR COMMON LAW REGARDING TRADE SECRETS AND UNFAIR TRADE PRACTICES.
O.
"2006 INCENTIVE PLAN" - 2006 INCENTIVE PLAN MEANS THE FAMILY
DOLLAR STORES, INC. 2006 INCENTIVE PLAN, AS IN EFFECT FROM TIME TO TIME.
3.
EMPLOYMENT.
THE COMPANY HEREBY CONTINUES THE EMPLOYMENT OF
EMPLOYEE, IN SUCH MODIFIED CAPACITY, AND UNDER THE TERMS, CONDITIONS AND
RESTRICTIONS AS SET FORTH HEREIN, EFFECTIVE AS OF THE DATE OF THIS AGREEMENT,
AND EMPLOYEE HEREBY ACCEPTS SUCH EMPLOYMENT.
4.
POSITION, DUTIES AND RESPONSIBILITIES.
EMPLOYEE SHALL BE
EMPLOYED AS PRESIDENT AND CHIEF OPERATING OFFICER 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 EMPLOYEE.
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, EMPLOYEE SHALL SERVE AS A DIRECTOR AND OFFICER OF THE
COMPANY OR ANY OF ITS CONSTITUENT ENTITIES, IF APPROPRIATELY ELECTED.
DURING
THE PERIOD OF HIS EMPLOYMENT, EMPLOYEE SHALL NOT, FOR REMUNERATION OR PROFIT,
DIRECTLY OR INDIRECTLY, RENDER