FAMILY DOLLAR COMPENSATION DEFERRAL PLANDeferred Unit Award Agreement |
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Search Deferred Unit Award Agreement by:
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.
