Exhibit 10.1
INDEMNIFICATION
AGREEMENT
This Indemnification Agreement (this
“Agreement”), dated as of
, 2008, is made by and between
Family Dollar Stores, Inc., a Delaware corporation (the
“Company”) and
(the “Indemnitee”).
WHEREAS, the Indemnitee is a member
of the Company’s Board of Directors and, as a member of the
Board, performs a valuable service for the Company;
WHEREAS, it is important that the
Company retain and attract qualified and capable individuals to
serve on the Company’s Board of Directors;
WHEREAS, the Company and the
Indemnitee understand the risks of litigation and other legal
proceedings currently facing directors of public corporations and
the related exposure of directors to liability for the expenses
associated with such litigation and other legal
proceedings;
WHEREAS, The Company’s Bylaws
require the Company to indemnify its directors to the fullest
extent permitted by applicable law as it presently exists or may be
amended, with the limited exceptions provided therein;
WHEREAS, The Bylaws contemplate that
agreements may be entered into between the Company and its
directors with respect to indemnification;
WHEREAS, Section 145 of the
Delaware General Corporation Law (“DGCL”) under which
the Company is organized, empowers the Company to indemnify its
directors by agreement and to indemnify persons who serve, at the
request of the Company, as the directors or agents of other
corporations or enterprises, and expressly provides that the
indemnification provided by Section 145 is not
exclusive;
WHEREAS,
Section 102(b)(7) of the DGCL allows a Company to include
in its certificate of incorporation a provision limiting or
eliminating the personal liability of a director and the
Company has so provided in its Certificate of Incorporation that
each director shall be exculpated from such liability to the
maximum extent permitted by law;
WHEREAS, The parties have determined
that contractual indemnification as set forth herein is reasonable
and prudent and that such indemnification promotes stability on the
Board, and therefore promotes the best interests of the Company and
its stockholders;
WHEREAS, The Company desires that
the Indemnitee serve or continue to serve as a director of the
Company free from undue concern for damages and expenses arising
out of or related to such services to the Company; and
WHEREAS, the Indemnitee is willing
to serve, continue to serve or to provide additional service for or
on behalf of the Company on the condition that he or she is
furnished the indemnity and right to advancement of expenses
provided for herein.
NOW, THEREFORE, in consideration of
the above premises and of director’s continued service as a
member of the Board, the parties hereto agree as
follows:
1.
INDEMNIFICATION
.
(a)
Subject to the limitations set forth
in this Agreement, the Company shall indemnify and hold harmless,
to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, the Indemnitee if the
Indemnitee was or is made or is threatened to be made a party to or
is otherwise involved in any pending, threatened or completed
action, suit, arbitration, alternative dispute resolution
proceeding, investigation, administrative hearing, or other
proceeding, whether civil, criminal, administrative or
investigative (a “Proceeding”) by reason of the fact
that the Indemnitee is or was a director of the Company or is or
was serving at the request of the Company as a director of another
company or of a partnership, joint venture, trust, nonprofit
entity, or other enterprise, including service with respect to
employee benefit plans, against all liability and loss suffered and
expenses (including attorneys’ fees) reasonably incurred by
such person.
(b)
The indemnification provided by this
Section 1 shall include all expenses (including
attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the Indemnitee or on
the Indemnitee’s behalf in connection with any Proceeding and
any appeal therefrom, provided however, that the Indemnitee acted
in good faith and in a manner the Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe the Indemnitee’s conduct was
unlawful.
(c)
The termination of any Proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the Indemnitee did not act in good faith and in a
manner which the Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had reasonable cause to believe
that the Indemnitee’s conduct was unlawful.
2.
Advancement of
Expenses . Subject to the
limitations set forth in this Agreement, the Company shall pay the
expenses (including reasonable attorneys' fees) incurred by the
Indemnitee in defending any Proceeding in advance of its final
disposition, provided, however, that such advancement of expenses
shall be made only upon receipt of an undertaking by the
Indemnitee, substantially in the form attached hereto as Exhibit
A or in such other form as the parties may approve, to repay
all amounts advanced if it shall ultimately be determined that the
Indemnitee is not entitled to be indemnified.
3.
Repayment of Expenses
. The Indemnitee agrees to reimburse the Company
for all reasonable expenses advanced under Section 2 in the
event and only to the extent it shall ultimately be determined by a
final adjudication that the Indemnitee is not entitled to be
indemnified by the Company for such expenses.
2
4.
Claims for Indemnification or
Advancement; Determination of Eligibility.
(a) Any claim by the Indemnitee
for indemnification or advancement of expenses under this Agreement
shall be made in a writing delivered to the Company, setting forth
in reasonable detail the basis for such indemnification or
advancement and the amount requested, and accompanied by
appropriate documentation to support the amount so requested (or,
in the case of advancement of expenses to be incurred, the basis on
which such amount is to be determined). A claim for
advancement may include future expenses reasonably expected to be
incurred, provided they are generally described in the claim, and
provided that the Company shall not be required to advan
