EXHIBIT 10.19
FOURTH AMENDMENT TO
DOLLAR TREE STORES, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
THIS FOURTH AMENDMENT ("Amendment") to the Dollar Tree Stores, Inc. Amended
And Restated Stock Option Plan ("Plan") made this 1st day of February, 1996 by
Dollar Tree Stores, Inc. ("Company"). All capitalized terms in this Amendment
not otherwise defined shall have their respective meanings under the Plan.
WHEREAS, the Company's Common Stock is traded publicly on the Nasdaq
National Market System and the issuance of Option Stock under the Plan has been
registered pursuant to an effective registration statement (No. 33-92816) under
the Securities Act of 1933, as amended (the "Registration"); and
WHEREAS, the Restrictive Stock Agreement, as amended, contains several
provisions (including representations and warranties of exercising Participants
and piggy-back registration rights) which are unnecessary given the
Registration; and
WHEREAS, the Restrictive Stock Agreement, as amended, also limits the
amount of Option Stock that can be sold by Participants who have exercised their
Options and purchased such stock under the Plan ("Resale Limitations"); and
WHEREAS, the Company believes that the Resale Limitations are unnecessary
given the success of the registered public offerings of the Company's Common
Stock on March 6 and August 23, 1995 and the continued active public trading in
the Company's Common Stock; and
WHEREAS, as a consequence of the foregoing, the Company believes that the
Restrictive Stock Agreement is no longer desireable and no longer serves its
original purpose; and
WHEREAS, the Company also wishes to amend the Plan to make simplifying and
cost-saving administrative changes with regards to (i) partial exercises of
stock options and (ii) notification to participants of certain capital changes.
NOW THEREFORE, the Board of Directors hereby adopts this Amendment upon the
following terms and conditions effective February 1, 1996.
1. Plan Amendments. The Plan is amended as follows:
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1.1. Section 1.17 is restated in its entirety as follows:
1.17 Plan. Dollar Tree Stores, Inc. Amended and Restated Stock
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Option Plan, including without limitation, the Stock Option Agreement.
1.2. The content of Section 1.18 is deleted and replaced by the designation
"[Reserved]".
1.3. Section 5.3 paragraph 1 is restated in its entirety as follows:
A Participant is entitled to exercise the 1993 Option or the 1994 Option in
whole or in part at any time. Notwithstanding anything to the contrary, the
Deemed Exercise Date must occur before the occurrence of a Lapse of the
Option or the Option (or unexpired portion thereof) will be null, void and
of no further effect. The Optionee is entitled to exercise the Option in
whole of in part at any time the Deemed Exercise Date occurs before the
occurrence of a Lapse of the Option. The Option shall be deemed to be
exercised five (5) Business Days after the later of (i) the date a copy of
the first page of the Stock Option Agreement (or other reasonably suitable
evidence of the Option being exercised) has been presented to the Company
at the Company's office designated for such purpose together with the
Exercise Subscription Form annexed thereto duly executed and in proper form
for exercise and (ii) the date payment in full of the Exercise Price for
the number of Stock Option Agreement Shares specified in such form is, or
is arranged to be, received by the Company, all subject to the terms and
conditions hereof ("Deemed Exercise Date").
1.4. Section 5.3 paragraph 3 of the Plan is deleted.
1.5. Former Section 5.3 paragraph 4 of the Plan is restated in its entirety
as follows:
Upon exercise of the 1993 Option or the 1994 Option, in whole or in part,
in conformity with the foregoing provisions, the Company shall transfer to
the Participant of the Stock Option Agreement appropriate evidence of
ownership of any shares of Option Stock or other securities or property
(including any money) to which the Participant is entitled, registered, or
otherwise placed in, or payable to the order of, the Participant, and shall
deliver such evidence of ownership and any other securities or property
(including money) to the person or persons entitled to receive the same,
together with an amount in cash in lieu of any fraction of a share as
provided in the Stock Option Agreement.
1.6. Section 5.4 is restated in its entirety as follows:
5.4 Lapse of Option. In the event a Participant ceases to be an
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Employee with the Employer for any reason (i.e., death, disability,
retirement, or voluntary or involuntary termination of employment initiated
by the Participant or by the Employer, with or without cause) the
Participant's rights and privileges under this Plan or the Option shall
lapse and shall be null, void, and of no further effect ("Lapse"). In the
case of termination of employment with the Employer for any reason other
than Death, Disability or Retirement, the date of Lapse shall be the date
the Employee ceases to be an Employee. In the case of termination of
employment with the Company on account of Death, Disability, or Retirement,
the date of Lapse shall be one year following the date of Death,
Disability, or Retirement. To the extent the Participant has exercised an
Option and the Deemed Exercise Date occurs before Lapse, the Participant
shall be entitled to retain any shares of Option Stock received upon such
exercise.
1.7. Section 7.4 is restated in its entirety as follows:
7.4 Entire Agreement. This Plan and the Stock Option Agreement
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embody the entire agreement and understanding with respect to the subject
matter contained herein and therein.
2. Amendment and Restatement of Plan Exhibits. Exhibits 1 and 2 to the
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Plan (1993 and 1994 Stock Option Agreements) shall be amended and restated in
substantially the forms attached hereto.
WITNESS the signature of the undersigned officer of Dollar Tree Stores,
Inc.
DOLLAR TREE STORES, INC.
By /s/ H. Ray Compton
............................
H. Ray Compton
Executive Vice President
SECOND AMENDMENT TO 1993 STOCK OPTION AGREEMENT
THIS SECOND AMENDMENT ("Amendment" TO THE 1993 STOCK OPTION AGREEMENT
("Agreement") made effective the ____ day of ____ 1996, by and between DOLLAR
TREE STORES, INC. ("Company") and the undersigned OPTIONEE ("Optionee").
WHEREAS, Company adopted an Amended and Restated Stock Option Plan on
December 16, 1993, which has been amended from time to time ("Plan").
WHEREAS, pursuant to the Plan, the Company entered into an Agreement with
the Optionee which was amended in 1995.
WHEREAS, the Company and Optionee wish to eliminate the requirement for a
Restrictive Stock Agreement and make certain other amendments to the
Agreement.
NOW THEREFORE, the Optionee and Company hereby amend the Agreement as
follows:
1. The sentence appearing immediately before Article 1 is deleted in
its entirety.
2. Any reference to "Restrictive Stock Agreement" contained in the
Agreement (including those contained in Section 1.15, Section 2.2, Section
2.3 and Article 3) is hereby deleted.
3. Section 1.16 is deleted in its entirety.
4. Section 2.3 is amended and restated in its entirety as follows:
2.3 Lapse of Option. In the event an Optionee ceases to be
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an Employee with the Company for any reason (i.e., Death, Disability,
Retirement, or voluntary or involuntary termination of employment
initiated by the Optionee or by the Employer, with or without cause), the
Optionee's rights and privileges under the Plan or this Option shall
lapse and shall be null, void, and of no further effect ("Lapse"). In the
case of termination of employment with the Employer for any reason other
than Death, Disability or Retirement, the date of Lapse shall be the date
the Employee ceases to be an Employee. In the case of termination of
employment with the Company on account of Death, Disability, or
Retirement, the date of Lapse shall be the later of (i) one year
following the date of Death, Disability, or Retirement, or (ii) February
1, 1997.
5. The first paragraph of Section 6.4 is deleted in its entirety.
6. The body of Article 7 is amended and restated in its entirety as
follows:
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In the case of any consolidation of the Company with, or merger of the
Company into, any other Person, any merger of another Person into the
company (other than a merger which does not result in any reclassification,
conversion, exchange or cancellation of outstanding shares of Option Stock)
or any sale or transfer of all or substantially all of the assets of the
Company to the Person formed by such consolidation or resulting from such
merger or which acquires such assets, as the case may be, the Optionee
shall have the right thereafter to exercise the Option for the kind and
amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer by an Optionee of the number of
shares of Option Stock for which the Option may have been exercised
immediately prior to such consolidation, merger, sale or transfer.
Adjustments for events subsequent to the effective date of such a
consolidation, merger and sale of assets shall be as nearly equivalent as
may be practicable to the adjustments provided for in the Option. In any
such event, effective provisions shall be made in the certificate of
incorporation or bylaws of the resulting or surviving corporation, in any
contract of sale, conveyance, lease or transfer, or otherwise so that the
provisions set forth herein of the protection of the rights of Optionees
shall thereafter continue to be applicable; any such resulting or surviving
corporation shall expressly assume the obligation to deliver, upon
exercise, such shares of stock, other securities, cash and property. The
provisions of this Article 7 shall similarly apply to successive
consolidations, mergers, sales, leases or transfers.
7. Article 8 is amended and restated in its entirety as follows:
ARTICLE 8
COMPLIANCE WITH SECURITY LAWS
The Optionee represents, warrants and covenants that the Optionee
has acquired the Option, and will acquire the shares upon exercise
thereof, for investment only and not with a view to, or for the resale in
connection with, any distribution or public offering of the Option or the
shares within the meaning of Securities Act of 1933, as amended (the
"Act") or any applicable state securities laws. The Optionee acknowledges
that the shares which may be acquired in connection upon exercise of the
Option may not be transferred or resold except pursuant to the
registration requirements of the Act and applicable state securities laws
or pursuant to exemptions therefrom. Unless a registration statement is
in effect as to the issuance of shares purchased, all stock certificates
issued to the Optionee will bear a legend describing the above
restrictions on transfer and resale, and Optionee agrees that the Company
may place a stop order on its transfer books barring transfer or resale
until there is compliance with the registration requirements of the Act
and applicable state securities laws. As a result of these restrictions,
the Optionee may have to hold the shares indefinitely and hereby confirms
that Optionee is capable of bearing the economic risks of an investment
in shares of the Company and by reason of Optionee's knowledge and
experience in financial and business matters in general, and investments
in particular, has evaluated the merits and risks of an investment
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therein. Optionee understands and agrees that, upon exercise of the
Option in part or in full, Optionee will be deemed to have reaffirmed the
representations and warranties contained in this section and to have
confirmed that the covenants of this section remain in full force and
effect.
IN WITNESS HEREOF, Dollar Tree Stores, Inc. has caused this Amendment to
Stock Option Agreement to be executed by its officer thereunto duly authorized
and Optionee has executed this Stock Option Agreement as of the day set forth
above.
DOLLAR TREE STORES, INC.
By
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Its:
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Optionee's Signature
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SECOND AMENDMENT TO 1994 STOCK OPTION AGREEMENT
THIS SECOND AMENDMENT ("Amendment") TO THE 1994 STOCK OPTION AGREEMENT
("Agreement") made effective the ____ day of ______ 1996, by and between DOLLAR
TREE STORES, INC. ("Company") and the undersigned OPTIONEE ("Optionee").
WHEREAS, Company adopted an Amended and Restated Stock Option Plan on
December 16, 1993, which has been amended from time to time ("Plan").
WHEREAS, pursuant to the Plan, the Company entered into an Agreement with the
Optionee which was amended in 1995.
WHEREAS, the Company and Optionee wish to eliminate the requirement for a
Restrictive Stock Agreement and make certain other amendment to the Agreement.
NOW THEREFORE, the Optionee and Company hereby amend the Agreement as
follows:
1. The sentence appearing immediately before Article 1 is deleted in its
entirety.
2. Any reference to "Restrictive Stock Agreement" contained in the
Agreement (including those contained in Section 1.15, Section 2.2, Section
2.3 and Article 3) is hereby deleted.
3. Section 1.16 is deleted in its entirety.
4. Section 2.3 is amended and restated in its entirety as follows:
2.3 Lapse of Option. In the event an Optionee ceases to be an
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Employee with the Company for any reason (i.e. Death, Disability, Retirement,
or voluntary or involuntary termination of employment initiated by the
Optionee or by the Employer, with or without cause), the Optionee's rights
and privileges under the Plan or this Option shall lapse and shall be null,
void, and of no further effect ("Lapse"). In the case of termination of
employment with the Employer for any reason other than Death, Disability or
Retirement, the date of Lapse shall be the date the Employee ceases to be an
Employee. In the case of termination of employment with the Company on
account of Death, Disability, or Retirement, the date of Lapse shall be the
later of (i) one year following the date of Death, Disability, or Retirement,
or (ii) February 1, 1997.
5. The body of Article 7 is amended and restated in its entirety as
follows:
1
In the case of any consolidation of the Company with, or merger of the
Company into, any other Person, any merger of another Person into the
company (other than a merger which does not result in any reclassification,
conversion, exchange or cancellation of outstanding shares of Option Stock)
or any sale or transfer of all or substantially all of the assets of the
Company to the Person formed by such consolidation or resulting from such
merger or which acquires such assets, as the case may be, the Optionee
shall have the right thereafter to exercise the Option for the kind and
amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer by an Optionee of the number of
shares of Option Stock for which the Option may have been exercised
immediately prior to such consolidation, merger, sale or transfer.
Adjustments for events subsequent to the effective date of such a
consolidation, merger and sale of assets shall be as nearly equivalent as
may be practicable to the adjustments provided for in the Option. In any
such event, effective provisions shall be made in the certificate of
incorporation or bylaws of the resulting or surviving corporation, in any
contract of sale, conveyance, lease or transfer, or otherwise so that the
provisions set forth herein of the protection of the rights of Optionees
shall thereafter continue to be applicable; any such resulting or surviving
corporation shall expressly assume the obligation to deliver, upon
exercise, such shares of stock, other securities, cash and property. The
provisions of this Article 7 shall similarly apply to successive
consolidations, mergers, sales, leases or transfers.
6. Article 8 is amended and restated in its entirety as follows:
ARTICLE 8
COMPLIANCE WITH SECURITY LAWS
The Optionee represents, warrants and covenants that the Optionee has
acquired the Option, and will acquire the shares upon exercise thereof, for
investment only and not with a view to, or for the resale in connection
with, any distribution or public offering of the Option or the shares
within the meaning of Securities Act of 1933, as amended (the "Act") or any
applicable state securities laws. The Optionee acknowledges that the shares
which may be acquired in connection upon exercise of the Option may not be
transferred or resold except pursuant to the registration requirements of
the Act and applicable state securities laws or pursuant to exemptions
therefrom. Unless a registration statement is in effect as to the issuance
of shares purchased, all stock certificates issued to the Optionee will
bear a legend describing the above restrictions on transfer and resale, and
Optionee agrees that the Company may place a stop order on its transfer
books barring transfer or resale until there is compliance with the
registration requirements of the Act and applicable state securities laws.
As a result of these restrictions, the Optionee may have to hold the shares
indefinitely and hereby confirms that Optionee is capable of bearing the
economic risks of an investment in shares of the Company and by reason of
Optionee's knowledge and experience in financial and business matters in
general, and investments in particular, has evaluated the merits and risks
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of an investment therein. Optionee understands and agrees that, upon
exercise of the Option in part or in full, Optionee will be deemed to have
reaffirmed the representations and warranties contained in this section and
to have confirmed that the covenants of this section remain in full force
and effect.
IN WITNESS HEREOF, Dollar Tree Stores, Inc. has caused this Amendment to
Stock Option Agreement to be executed by its officer thereunto duly authorized
and Optionee has executed this Stock Option Agreement as of the day set forth
above.
DOLLAR TREE STORES, INC.
By
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Its:
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Optionee's Signature
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