DLTR » Topics » 4. Compensation and Benefits.

This excerpt taken from the DLTR 8-K filed Feb 3, 2005.

4. Compensation and Benefits.


a. The Company shall compensate Consultant the rate of $30,000 per annum. Such amounts shall be paid in equal quarterly installments. Consultant acknowledges that the payment of all taxes including, without limitation, state and

federal income tax, social security and Medicare, are the sole responsibility of Consultant, and will not be paid by the Company. Upon written request by Consultant made at least thirty (30) days prior to any renewal of this Agreement, the Company will review Consultant compensation and, in its reasonable discretion, shall determine whether or not to increase such compensation. The Company may also, in its sole discretion, award Consultant additional compensation (in the nature of a bonus) for services performed.


b. In addition, Consultant, together with his spouse and dependents, shall be fully eligible to participate in the group health insurance maintained by the Company under the Dollar Tree Stores, Inc. Group Health Benefit Plan (the “Plan”), provided however, that the payment for such insurance shall be the responsibility of Consultant.


c. If this Agreement is terminated by the Company in connection with any Change of Control (as defined in Section 6 below), then the Company’s obligations described under Section 4(a) shall continue for the remainder of Consultant’s life, and the Company’s obligations described under Section 4(b) shall continue until the latter of Consultant’s death or the death of Consultant’s spouse or dependents who were enrolled as participants in the Plan at the time of Consultant’s death.


5. Successors in Interest. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company. The rights, interests, and obligations of Consultant under this Agreement are unassignable.


6. Certain Definitions. The term “Change of Control” shall mean (a) the sale, lease, exchange or other transfer of all or substantially all of the assets of the Company (in one transaction or in a series of related transactions) to a corporation that is not controlled by the Company, (b) the approval by the shareholders of the Company of any plan or proposal for the liquidation or dissolution of the Company, (c) a successful tender offer for the Common Stock of the Company, after which the tendering party holds more than 30% of the issued and outstanding Common Stock of the Company, or (d) a merger, consolidation, share exchange, or other transaction to which the Company is a party pursuant to which the holders of all of the shares of the Company outstanding prior to such transaction do not hold, directly or indirectly, at least 70% of the outstanding shares of the surviving company after the transaction.


7. Construction. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. This Agreement, which supersedes all prior understandings of the parties, constitutes the entire understanding between the parties. No amendment, modification, or supplement hereto shall be of any force or effect unless it is in writing, signed by all the parties hereto.

WITNESS the following signatures and seals, effective as of the day and year first above written.








    Macon F. Brock, Jr.

"4. Compensation and Benefits." elsewhere:

Duckwall-Alco Stores (DUCK)
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