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.
14.
COMPLETE AGREEMENT.
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.
THIS AGREEMENT REVOKES AND SUPERSEDES ALL PRIOR OR
CONTEMPORANEOUS AGREEMENTS, REPRESENTATIONS, PROMISES AND UNDERSTANDINGS,
WHETHER WRITTEN OR ORAL, BETWEEN THE PARTIES, INCLUDING WITHOUT LIMITATION THE
PREVIOUS EMPLOYMENT AGREEMENT BETWEEN EMPLOYEE AND THE COMPANY DATED AUGUST 18,
2005, AS AMENDED BY AGREEMENT DATED AUGUST 17, 2006.
15.
CHOICE OF LAW; CONSENT TO JURISDICTION.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NORTH CAROLINA WITHOUT
REGARD TO ITS CHOICE OF LAW OR CONFLICT OF LAW PRINCIPLES.
EMPLOYEE HEREBY
EXPRESSLY AND IRREVOCABLY CONSENTS TO THE VENUE AND JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF NORTH CAROLINA, OR ANY STATE
COURT IN MECKLENBURG COUNTY, NORTH CAROLINA.
16.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN IF
PERSONALLY DELIVERED, IF MAILED BY REGISTERED, CERTIFIED OR EXPRESS MAIL,
POSTAGE PREPAID, OR IF DELIVERED TO A RECOGNIZED COURIER SERVICE, ADDRESSED TO
EMPLOYEE AT THE ADDRESS SHOWN ON THE COMPANY'S RECORDS FOR TAX REPORTING
PURPOSES OR TO THE COMPANY AS FOLLOWS (OR IN EITHER CASE TO SUCH OTHER ADDRESS
AS ONE PARTY SHALL GIVE THE OTHER IN THE MANNER PROVIDED HEREIN):
12
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
17.
COMPLIANCE WITH CODE SECTION 409A.
THIS AGREEMENT IS INTENDED TO
COMPLY WITH CODE SECTION 409A, TO THE EXTENT APPLICABLE.
NOTWITHSTANDING ANY
PROVISION HEREIN TO THE CONTRARY, THIS AGREEMENT SHALL BE INTERPRETED, OPERATED
AND ADMINISTERED CONSISTENT WITH THIS INTENT.
EACH SEPARATE INSTALLMENT UNDER
THIS AGREEMENT SHALL BE TREATED AS A SEPARATE PAYMENT FOR PURPOSES OF
DETERMINING WHETHER SUCH PAYMENT IS SUBJECT TO OR EXEMPT FROM COMPLIANCE WITH
THE REQUIREMENTS OF CODE SECTION 409A.
IN ADDITION, IN THE EVENT THAT EMPLOYEE
IS A "SPECIFIED EMPLOYEE" WITHIN THE MEANING OF SECTION 409A OF THE CODE (AS
DETERMINED IN ACCORDANCE WITH THE METHODOLOGY ESTABLISHED BY THE COMPANY AS IN
EFFECT ON THE DATE OF TERMINATION OF EMPLOYEE'S EMPLOYMENT), ANY PAYMENT OR
BENEFITS HEREUNDER THAT ARE NONQUALIFIED DEFERRED COMPENSATION SUBJECT TO THE
REQUIREMENTS OF SECTION 409A OF THE CODE SHALL BE PROVIDED TO EMPLOYEE NO
EARLIER THAN SIX (6) MONTHS AFTER THE DATE OF EMPLOYEE'S "SEPARATION FROM
SERVICE" WITHIN THE MEANING OF SECTION 409A OF THE CODE.
IN WITNESS