This excerpt taken from the DLTR DEF 14A filed May 9, 2008.
Summary of the 2004 Executive Officer Equity Plan
The 2004 Executive Officer Equity Plan (2004 EOEP) replaced the 2003 Equity Incentive Plan, but only with respect to the company's Chief Executive Officer and certain other executive officers.
Under the 2004 EOEP, the company may grant the exact same types of equity awards as under the 2003 Equity Incentive Plan, including options, stock appreciation rights, performance units, restricted stock, and other stock. The only differences between the two plans are as follows:
· The 2004 EOEP is available only to the company's Chief Executive Officer and other executive officers that the Compensation Committee determines is or may be a "covered employee" within the meaning Section 162(m) of the Internal Revenue Code and related regulations. (See the discussion of "Eligible Executive" under "2004 Executive Officer Cash Bonus Plan" beginning on page 42.)
· As of April 18, 2008, the number of shares of our common stock we may grant as awards under the 2004 EOEP is 393,250. (We are seeking shareholder approval of an increase in this amount under Proposal No. 9 above.) The
Compensation Committee may adjust this maximum amount for certain corporate events in the same manner as described with respect to the 2003 EIP, and lapsed awards and shares tendered are treated similarly. No awards may be made after July 1, 2014, the tenth anniversary of the effective date of the 2004 EOEP.
· The 2004 EOEP has several award limits. The award limits and performance awards under the 2004 EOEP are discussed above beginning on page 36.
In all other respects, the 2004 EOEP is exactly the same as the 2003 Equity Incentive Plan, as proposed to be amended in this proxy statement and described above, including the prohibition on repricing of options and stock appreciation rights after the date of grant.