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Exhibit 10.3
(As
revised effective February 15, 2008)
DOLLAR
TREE STORES, INC.
STANDARD
OPTION AGREEMENT
NOTE: This document incorporates the accompanying Grant Letter, and
together they constitute a single Agreement which governs the terms
and conditions of your Option in accordance with the
Company’s 2003 Equity Incentive Plan or 2004 Executive
Officer Equity Plan, as applicable.
THIS
AGREEMENT (“Agreement”), is effective as of the
Grant Date specified in the accompanying Grant Letter, by and
between the Participant and Dollar Tree Stores, Inc.
(“Company”).
A.
The Company maintains both the 2003 Equity Incentive Plan
(“EIP”) and the 2004 Executive Officer Equity Plan
(“EOEP”).
B.
The Participant has been selected by the committee
administering the EIP and EOEP (“Committee”) to
receive a Non-Qualified Stock Option Award under one of these
plans.
C.
Key terms and important conditions of the Award are set forth
in the cover letter (“Grant Letter”) which was
delivered to the Participant at the same time as this
document. This Agreement contains general provisions relating
to the Award. The Grant Letter specifies whether the Award is
issued under the EIP or the EOEP (whichever is applicable, the
“Plan”).
IT
IS AGREED, by and between the Company and the Participant, as
follows:
1.
Terms of
Award . The following terms used in this Agreement
shall have the meanings set forth in this paragraph
1:
(a)
The “Participant” is the individual named in the
Grant Letter.
(b)
The “Grant Date” is the date of the Grant
Letter.
(c)
The “Covered Shares” is that number of shares of
the Company’s Stock specified in the Grant
Letter.
(d)
The “Exercise Price” is the price per common share
set forth in the Grant Letter.
Other
terms used in this Agreement are defined pursuant to paragraph
8 or elsewhere in this Agreement.
2.
Award and
Exercise Price . This Agreement specifies the terms of
the option (the “Option”) granted to the
Participant to purchase the number of Covered Shares at the
Exercise Price per share. The Option is not an
“incentive stock option” as that term is used in
Code section 422.
3.
Date
of Exercise . Subject to the limitations of this
Agreement, the Option shall be exercisable in accordance with
the terms set forth in the Grant Letter. An Option shall not
become exercisable on the otherwise applicable vesting date if
the Participant’s Date of Termination (as defined in
paragraph 8) occurs on or before such vesting date.
Notwithstanding the foregoing provisions, however, the Option
shall become exercisable with respect to the Covered Shares
(to the extent it is not then otherwise exercisable) as
follows:
(a)
The Option shall become fully exercisable upon the
Participant’s Date of Termination, if the
Participant’s Date of Termination occurs by reason of
the Participant’s death, Retirement or
Disability. Notwithstanding the foregoing, if the
Option is conditioned on the achievement of one or more
performance objectives set forth in the Grant Letter, then the
Option shall become exercisable under this paragraph 3(a) only
as of the applicable vesting date (assuming achievement of the
performance objectives), with the number of Covered Shares
exercisable pro-rated based on the ratio of actual months of
employment by the Participant to the total number of months in
the applicable vesting schedule, if any.
(b)
The Option shall become fully exercisable upon a Change in
Control, if (i) the Participant’s Date of Termination
does not occur before the Change in Control and (ii) the
Committee determines to accelerate such
exercisability. Notwithstanding the foregoing, if
the Option is conditioned on the achievement of one or more
performance objectives set forth in the Grant Letter, then the
amount of Covered Shares subject to accelerated vesting under
this paragraph 3(b) shall not exceed the pro rata amount based
on the ratio of actual months of employment by the Participant
to the date of the Change of Control to the total number of
months in the applicable vesting schedule, if
any. The accelerated vesting of such pro rata
portion may assume that the performance objectives will be
met, with partial settlement of the Option to occur as soon as
practical after the Change of Control. If in fact the
performance objectives are not met at the end of the
applicable vesting schedule, then the Participant shall not be
required to repay any amounts or forfeit any of the Option or
any stock acquired pursuant to the exercise of the
Option. If the Committee determines to accelerate
vesting of such Option in this manner, then the remainder of
the Covered Shares shall be unaffected, with full vesting of
such remaining Covered Shares on the applicable vesting date
(assuming the performance objectives have been
met).
The
Option may be exercised on or after the Date of Termination
only as to that portion of the Covered Shares as to which it
was exercisable immediately prior to the Date of Termination,
or as to which it became exercisable on the Date of
Termination in accordance with this paragraph 3.
4.
Expiration
. The Option shall not be exercisable after the
Company’s close of business on the last business day
that occurs prior to the Expiration Date. The
“Expiration Date” shall be earliest to occur
of:
(a)
the ten year anniversary of the Grant Date;
(b)
if the Participant’s Date of Termination occurs by
reason of death, Disability or Retirement, the three-year
anniversary of such Date of Termination;
(c)
if the Participant’s Date of Termination occurs for
reasons other than “cause,” death, Disability, or
Retirement, the 90-day anniversary of such Date of
Termination; or
(d)
if the Participant’s Date of Termination occurs for
“cause,” the Date of Termination; or
(e)
the date on which the Committee determines the Participant
materially violated (i) the provisions of paragraph 10 below
or (ii) any non-competition agreement which the Participant
may have entered into with the Company.
5.
Method of Option
Exercise .
(a)
Subject to the terms of this Agreement and the Plan, the
Option may be exercised in whole or in part by filing a
written notice with the Chief People Officer (or such other
party as the Company may designate) of the Company at its
corporate headquarters prior to the Company’s close of
business on the last business day that occurs prior to the
Expiration Date. Such notice shall specify the number of
Covered Shares which the Participant elects to purchase, and
shall be accompanied by payment of the Exercise Price for such
shares of Stock indicated by the Participant’s
election.
(b)
Payment shall be by cash or by check payable to the Company.
Except as otherwise provided by the Committee before the
Option is exercised: (i) all or a portion of the Exercise
Price may be paid by the Participant by delivery of shares of
Stock that have been owned by the Participant for at least six
(6) months and are otherwise acceptable to the Committee
having an aggregate Fair Market Value (valued as of the date
of exercise) that is equal to the amount of cash that would
otherwise be required; and
(ii)
the Participant may pay the Exercise Price by authorizing a
third party to sell shares of Stock (or a sufficient portion
of the shares) acquired upon exercise of the Option and remit
to the Company a sufficient portion of the sale proceeds to
pay the entire Exercise Price and any tax withholding
resulting from such exercise.
(c)
The Option shall not be exercisable if and to the extent the
Company determines that such exercise would violate applicable
state or Federal securities laws or the rules and regulations
of any securities exchange on which the Stock is traded. If
the Company makes such a determination, i
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