8-KLeadership ChangesMaterial AgreementsExhibits & Filings

DOLLAR TREE, INC. 8-K Report, Material Agreement (Dec 5, 2008)

Filed December 5, 2008For Securities:DLTR

Summary

Dollar Tree, Inc. announced a significant change in its executive leadership with the appointment of Kevin Wampler as its new Chief Financial Officer (CFO), effective December 2, 2008. Mr. Wampler, a certified public accountant with extensive experience, previously served as Executive Vice President, CFO at The Finish Line, Inc. His appointment fills a vacancy in the CFO position and he will also assume the role of Principal Financial and Accounting Officer on December 8, 2008, allowing Kathleen Mallas to return to her role as Vice President-Controller. Mr. Wampler's compensation package includes a base salary of $425,000, an immediate bonus of $180,000 with a clawback provision, and equity awards comprising nonqualified stock options and restricted stock units, vesting over three years. He is also eligible for annual bonuses tied to company performance and personal goals. Furthermore, a Change in Control Retention Agreement is in place, providing specific severance benefits under a double-trigger condition (change in control coupled with termination without cause or resignation for good cause).

Key Highlights

  • 1Kevin Wampler appointed as Chief Financial Officer (CFO) and Principal Financial and Accounting Officer.
  • 2Mr. Wampler brings extensive financial leadership experience from his previous role at The Finish Line, Inc.
  • 3Annual base salary for Mr. Wampler is set at $425,000.
  • 4Mr. Wampler will receive an immediate $180,000 bonus, subject to a 24-month pro-rata repayment if he voluntarily resigns.
  • 5Equity awards include 40,000 nonqualified stock options and 15,000 restricted stock units, with vesting over three years.
  • 6Additional performance-based restricted stock units (15,000) are contingent on fiscal 2009 EPS targets and continued employment.
  • 7A Change in Control Retention Agreement provides severance of up to 1.5 times salary and bonus under specific 'double trigger' conditions.

Frequently Asked Questions

Kevin Wampler has been appointed as the new Chief Financial Officer (CFO) and will also serve as Principal Financial and Accounting Officer. He is a CPA with over 15 years of experience, most recently as Executive Vice President and CFO of The Finish Line, Inc.

Mr. Wampler's compensation includes an annual base salary of $425,000, a $180,000 bonus upon commencement (with a repayment clause), stock options and restricted stock units that vest over three years, and eligibility for annual cash bonuses tied to company and personal performance. He also has performance-based restricted stock units tied to fiscal 2009 EPS targets.

The Change in Control Retention Agreement provides Mr. Wampler with a severance payment of up to 1.5 times his 'Reference Salary' and 'Reference Bonus'. This payment is contingent on a 'double trigger' event: a change in control of the Company AND his termination without cause or resignation for 'good cause'.

Kathleen Mallas, who has been serving as Principal Financial and Accounting Officer, will resume her normal duties as Vice President-Controller of the Company effective December 8, 2008.