Dollar Tree 2013 Annual Report Download - page 64

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The Executive Officer Equity Incentive Plan (EOEP) was available only to the Chief Executive Officer and certain other
executive officers. These officers no longer received awards under the EIP. The EOEP allowed the Company to grant the same
type of equity awards as the EIP. These awards generally vest over a three-year period, with a maximum term of 10 years for
stock options. This plan was terminated on June 16, 2011 and replaced with the Omnibus Plan.
Stock appreciation rights may be awarded alone or in tandem with stock options. When the stock appreciation rights are
exercisable, the holder may surrender all or a portion of the unexercised stock appreciation right and receive in exchange an
amount equal to the excess of the fair market value at the date of exercise over the fair market value at the date of the grant. No
stock appreciation rights have been granted to date.
Any restricted stock or RSUs awarded are subject to certain general restrictions. The restricted stock shares or units may
not be sold, transferred, pledged or disposed of until the restrictions on the shares or units have lapsed or have been removed
under the provisions of the plan. In addition, if a holder of restricted shares or units ceases to be employed by the Company,
any shares or units in which the restrictions have not lapsed will be forfeited.
The 2003 Non-Employee Director Stock Option Plan (NEDP) provided non-qualified stock options to non-employee
members of the Company's Board of Directors. The stock options were functionally equivalent to the options issued under the
EIP discussed above. The exercise price of each stock option granted equaled the closing market price of the Company’s stock
on the date of grant. The options generally vested immediately. This plan was terminated on June 16, 2011 and replaced with
the Omnibus Plan.
The 2003 Director Deferred Compensation Plan permits any of the Company's directors who receive a retainer or other
fees for Board or Board committee service to defer all or a portion of such fees until a future date, at which time they may be
paid in cash or shares of the Company's common stock, or receive all or a portion of such fees in non-statutory stock
options. Deferred fees that are paid out in cash will earn interest at the 30-year Treasury Bond Rate. If a director elects to be
paid in common stock, the number of shares will be determined by dividing the deferred fee amount by the closing market
price of a share of the Company's common stock on the date of deferral. The number of options issued to a director will equal
the deferred fee amount divided by 33% of the price of a share of the Company's common stock. The exercise price will equal
the fair market value of the Company's common stock at the date the option is issued. The options are fully vested when issued
and have a term of 10 years.
Under the Omnibus Plan, the Company may grant up to 4.0 million shares of its Common Stock, plus any shares available
for future awards under the EIP, EOEP, or NEDP plans, to the Company’s employees, including executive officers and
independent contractors. The Omnibus Plan permits the Company to grant equity awards in the form of incentive stock
options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance
bonuses, performance units, non-employee director stock options and other equity-related awards. These awards generally vest
over a three-year period with a maximum term of 10 years.
Restricted Stock
The Company granted 0.5 million, 0.5 million and 0.7 million service-based RSUs, net of forfeitures in 2013, 2012 and
2011, respectively, from the Omnibus Plan, EIP and the EOEP to the Company’s employees and officers. The fair value of all
of these RSUs is being expensed ratably over the three-year vesting periods, or a shorter period based on the retirement
eligibility of the grantee. The fair value was determined using the Company’s closing stock price on the date of grant. The
Company recognized $21.1 million, $21.9 million and $19.2 million of expense related to these RSUs during 2013, 2012 and
2011, respectively. As of February 1, 2014, there was approximately $21.4 million of total unrecognized compensation
expense related to these RSUs which is expected to be recognized over a weighted-average period of 21 months.
In 2013, the Company granted 0.2 million RSUs from the Omnibus Plan to certain officers of the Company, contingent on
the Company meeting certain performance targets in 2013 and future service of these officers through March 2016. The
Company met these performance targets in fiscal 2013; therefore, the fair value of these RSUs of $9.9 million is being
expensed over the service period or a shorter period based on the retirement eligibility of the grantee. The Company
recognized $6.5 million of expense related to these RSUs in 2013. The fair value of these RSUs was determined using the
Company’s closing stock price on the grant date.
In 2012, the Company granted 0.2 million RSUs from the Omnibus Plan to certain officers of the Company, contingent on
the Company meeting certain performance targets in 2012 and future service of these officers through March 2015. The
Company met these performance targets in fiscal 2012; therefore, the fair value of these RSUs of $8.1 million is being
expensed over the service period or a shorter period based on the retirement eligibility of the grantee. The Company
recognized $1.1 million and $5.7 million of expense related to these RSUs in 2013 and 2012, respectively. The fair value of
these RSUs was determined using the Company’s closing stock price on the grant date.