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Exhibit 10.2
(As
revised effective February 15, 2008)
DOLLAR
TREE STORES, INC.
STANDARD
RESTRICTED STOCK UNIT AWARD AGREEMENT
NOTE: This document incorporates the accompanying Grant Letter, and
together they constitute a single Agreement which governs the terms
and conditions of your Award 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. (together
with its subsidiaries, “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 Restricted Stock Unit 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 “Units” means an award denominated in shares
of the Company’s Stock as specified in the Grant
Letter.
(d)
The “Restricted Period” shall begin on the Grant
Date and extend, with respect to successive installments of
Units (if any), until the dates and/or events specified in the
Grant Letter. With respect to an Award conditioned on the
achievement of one or more performance objectives set forth in
the Grant Letter, the Restricted Period shall continue until
the Committee issues its written determination that such
performance objectives have been met.
Other
terms used in this Agreement are defined pursuant to paragraph
8 or elsewhere in this Agreement.
2.
Award .
Subject to the terms and conditions of this Agreement, the
Participant is hereby granted the number of Units set forth in
paragraph 1.
3.
Settlement of
Awards . The Company shall deliver to the Participant
one share of Stock (or cash equal to the Fair Market Value of
one share of Stock) for each vested Unit, as determined in
accordance with the provisions of Grant Letter, which forms a
part of this Agreement. The Units payable to the Participant
in accordance with the provisions of this paragraph 3 shall be
paid solely in shares of Stock, solely in cash based on the
Fair Market Value of the Stock (determined as of the first
business day next following the last day of the Restricted
Period), or in a combination of the two, as determined by the
Committee in its sole discretion, except that cash shall be
distributed in lieu of any fractional share of
Stock.
4.
Time
of Payment . Except as otherwise provided in this
Agreement, payment of Units vested in accordance with the
provisions of paragraph 5 will be delivered as soon as
practicable after the end of the Restricted Period; provided
that any cash payment or delivery of shares shall occur no
later than the 15 th
day of the third month following the end of the calendar year
during which the Restricted Period ends. To the
extent required by Section 409A of the Code, in the event the
Participant is a “specified employee” as provided
in Section 409A(a)(2)(i) on the Date of Termination (as
defined below), any amounts payable hereunder shall be paid no
earlier than the first business day after the six month
anniversary of the Date of Termination. Whether the
Participant is a specified employee and whether an amount
payable to the Participant hereunder is subject to Section
409A of the Code shall be determined by the
Company.
5.
Vesting and
Forfeiture of Units .
(a)
If the Participant’s Date of Termination does not occur
during the Restricted Period with respect to any Units, then,
at the end of the Restricted Period for such Units, the
Participant shall become vested only in those Units, and shall
be entitled to settlement with respect to such Units free of
all restrictions otherwise imposed by this
Agreement.
(b)
The Participant shall become vested in the Units, and become
entitled to settlement with respect to such Units free of all
restrictions otherwise imposed by this Agreement, prior to the
end of the Restricted Period, as follows:
(i)
The Participant shall become vested in Units as of the
Participant’s Date of Termination prior to the date the
Units would otherwise become vested, if the
Participant’s Date of Termination occurs by reason of
the Participant’s death, Disability or Retirement.
Notwithstanding the foregoing, if the Award is conditioned on
the achievement of one or more performance objectives set
forth in the Grant Letter, then the Participant shall become
vested under this paragraph 5(b)(i) only at the end of the
then-current Restricted Period (assuming achievement of the
performance objectives), pro-rated based on the ratio of
actual months of employment by the Participant to the total
number of months in the Restricted Period.
(ii)
The Participant shall become vested in Units as of the date of
a Change in Control, if (i) the Change in Control occurs prior
to the end of the Restricted Period, (ii) the
Participant’s Date of Termination does not occur before
the Change in Control date, and (iii) the Committee determines
to accelerate such vesting. Notwithstanding the foregoing, if
the Award is conditioned on the achievement of one or more
performance objectives set forth in the Grant Letter, then the
amount of Units subject to accelerated vesting under paragraph
5(b)(ii) 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 Restricted Period. The accelerated vesting of such pro
rata portion may assume that the performance objectives will
be met, with partial settlement of the Units 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
Restricted Period, then the Participant shall not be required
to repay any amounts or forfeit any Stock on account of any
distribution made under this paragraph 5(b)(ii). If the
Committee determines to accelerate vesting of such an Award in
this manner, then the remainder of the Award shall be
unaffected, with settlement of such Award at the end of the
original Restricted Period (assuming the performance
objectives have been met), less any distribution made on
account of accelerated vesting pursuant to this paragraph
5(b)(ii).
(c)
The Participant shall forfeit all unvested Units, except as
otherwise provided in this paragraph 5:
(i)
as of the Participant’s Date of Termination
(ii)
as of the date on which the Committee determines the
Participant materially violated (A) the provisions of
paragraph 10 below or (B) any non-competition agreement which
the Participant may have entered into with the Company,
and
(iii)
as of the date on which the Committee determines that one or
more of the performance objectives identified in the Grant
Letter, if
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