Exhibit 10.36
FAMILY DOLLAR STORES,
INC.
1989 NON-QUALIFIED STOCK OPTION
PLAN
1. Purpose . The purpose of
the 1989 Non-Qualified Stock Option Plan (the “Plan”)
of Family Dollar Stores, Inc. is to encourage ownership of a stock
interest in Family Dollar Stores, Inc. by certain officers and
other key employees of the Company (as such term is defined below)
as an added incentive to remain in the employ of the Company and to
increase their efforts on its behalf, and in order for the Company
to retain and attract persons of competence, and to gain for the
organization the advantages inherent in key employees having a
sense of proprietorship.
The term “subsidiary” as
used herein, shall mean any business entity in which Family Dollar
Stores, Inc. owns or controls, directly or indirectly (through one
or more business entities), 50 percent or more of the voting,
equity or other ownership interest. The term “Company”,
as used herein, shall include Family Dollar Stores, Inc. and any
present or future subsidiary thereof.
2. The Stock . The shares of
stock which may be issued and sold under the Plan shall not, except
as such number may be adjusted pursuant to Article 12 hereof,
exceed 20,100,000 shares of Common Stock of Family Dollar Stores,
Inc. which may be either authorized and unissued shares or issued
shares reacquired by Family Dollar Stores, Inc. Any shares
subjected to an option under the Plan which terminates, is
cancelled or expires for any reason unexercised as to such shares
may again be subjected to an option under the Plan notwithstanding
the above limitation.
3. Eligibility . Options
shall be granted only to officers and other key employees
(including those who are also directors) who, at the time of the
grant of the option, (a) are employees of the Company and
(b) are primarily responsible for the management and growth of
the Company or who otherwise materially contribute to the conduct
and direction of its business and affairs. A person eligible to
receive an option under the Plan is hereinafter sometimes referred
to as an “employee” and a person to who an option is
granted hereunder is hereinafter sometimes referred to as an
“optionee.”
4. Grant of Options . The
Compensation Committee (the “Committee”) of the Board
of Directors of Family Dollar Stores, Inc. (the
“Board”) shall determine the employees who are to be
granted options under the Plan, the number of shares subject to
each option and the consideration to the Company for the granting
of options under the Plan, as well as the conditions, if any, which
it may deem appropriate to insure that such consideration will be
received by, or will accrue to, the Company. In the discretion of
the Committee, such consideration need not be the same but may vary
for options granted under the Plan at the same time or from time to
time.
The Committee may grant more than
one option to an employee during the life of the plan and such
option may be in addition to, or in substitution for, an option or
options, previously granted. The maximum aggregate number of shares
of Common Stock of Family Dollar Stores, Inc. subject to options
which may be granted under the Plan to any optionee during any
twelve-month period is 450,000. No options shall be granted under
the Plan after November 30, 2008.
Each option granted pursuant to the
Plan shall be evidenced by a written option agreement between
Family Dollar Stores, Inc. and the optionee which shall contain
such provisions, terms and conditions (which need not be the same
for all options) as the Committee shall in its discretion determine
to be appropriate and within the contemplation of the Plan. Each
option agreement shall provide that the option granted thereby will
not be treated as an “incentive stock option” within
the meaning of Section 422 of the Internal Revenue Code of
1986, as amended.
5. Option Price. (a) The
price or prices per share for shares of Common Stock of Family
Dollar Stores, Inc. to be sold pursuant to an option shall be such
as shall be fixed by the Committee, but not less in any case than
100 percent of the fair market value per share for such stock on
the date of the granting of the option, subject to adjustment as
provided in Article 12 hereof.
For the purpose hereof, the term
“fair market value” per share shall mean the mean
between the average high bid and low asked prices quoted by the
National Quotations Bureau Inc. for the over-the-counter market on
the date of the grant of such option or, if no bid and asked prices
are quoted on such day, then on the next preceding day on which
there were such quotations, or if such stock is listed on a
national securities exchange, then the average of the highest price
and the lowest price at which the Common Stock shall have been sold
regular way on the national securities exchange on the date of the
grant of such option or, if no sales occur on such day, then on the
next preceding day on which there were such sales of Common Stock
or, if any time the Common Stock shall not be quoted by the
National Quotations Bureau Inc. for the over-the-counter market and
the Common Stock shall not be listed on any national securities
exchange, the Committee shall determine the fair value on the basis
of available prices for such stock or in such manner as the Board
may deem reasonable.
(b) For the purposes of Articles 5
and 6 hereof, the date of the granting of an option under the Plan
shall be the date fixed by the Committee as the date for such
option for the employee who is to be the recipient
thereof.
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6. Period of Option and Certain
Limitations on Right to Exercise. Options will be exercisable
over the Option Period, which, in the case of each option, shall be
a period of not more than five years from the date of the grant of
such option, as follows:
(i) at any time during the third
year of the Option Period the optionee may purchase up to 40
percent of the total number of shares to which his option relates
(adjusted, if a fraction of a share would otherwise result thereby,
to the nearest full number of shares);
(ii) at any time during the Option
Period after the end of the third year the optionee may purchase on
a cumulative basis up to 70 percent of the total number of shares
to which his option relates (adjusted, if a fraction of a share
would otherwise result thereby, to the nearest full number of
shares); and
(iii) at any time during the Option
Period after the end of the fourth year the optionee may purchase
on a cumulative basis up to 100 percent of the total number of
shares to which his option relates; provided, however, that except
as provided in Articles 8, 9 and 10 hereof, no option may be
exercised unless the optionee is then in the employ of the Company
and shall have been continuously so employed since the date of the
grant of his option. Absence on leave approved by the Committee
shall not be considered an interruption of employment for any
purpose of the Plan. Family Dollar Stores, Inc. may, if it or its
counsel shall deem it necessary or desirable for any reason,
require the optionee (or the purchaser acting under Article 10
hereof) to represent in writing to Family Dollar Stores, Inc. at
the time of the exercise of such option that it is his then
intention to acquire the shares of Common Stock as to which his
option is then being exercised for investment and not with a view
to the distribution thereof.
7. Non-Transferability of
Option. No option granted under the Plan to an employee shall
be transferable by him otherwise than by will or by the laws of
descent and distribution, and such option shall be exercisable,
during his lifetime, only by him or by his guardian or legal
representative.
8. Termination of Employment.
If an optionee shall cease to be employed by the Company for any
reason, other than death or discharge for cause (as
