Dollarama Capital Corporation Management Option Plan November 18, 2004

Exhibit 10.1

Dollarama Capital Corporation

Management Option Plan

November 18, 2004

Dollarama Capital Corporation

Management Option Plan

ARTICLE 1

PURPOSE

The purpose of this Plan is to advance the interests of Dollarama Capital Corporation (the “Corporation”) and its subsidiaries by enhancing their ability to attract and retain employees, managers and directors, to reward such individuals for their contributions and to encourage such individuals to take into account the long-term interests of the Corporation and its Affiliates through their participation in the Corporation’s share capital by receiving Common Shares and Class B Shares.

ARTICLE 2

INTERPRETATION

When used herein the following terms have the following meanings, respectively:

“Affiliate” or “Affiliated” means any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person other than a natural Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Affiliated Funds” has the meaning set forth in the Securityholders Agreement.

“Board” means the board of directors of the Corporation.

“Canadian Securities Authorities” means any of British Columbia Securities Commission, Alberta Securities Commission, Saskatchewan Securities Commission, Manitoba Securities Commission, Ontario Securities Commission, Autorité des marchés financiers du Québec, New Brunswick Securities Commission, Nova Scotia Securities Commission, Registrar of Securities (Prince Edward Island), Newfoundland and Labrador Securities Commission, Registrar of Securities (Northwest Territories Justice Securities Registry), Registrar of Securities (Yukon Justice), Nunavut Legal Registries, and any of their successors.

“Canadian Securities Laws” means the securities legislation of each of the provinces and territories of Canada, as amended from time to time, and the rules, regulations,

blanket orders and orders having application to the Corporation and forms made or promulgated under that legislation and the policies, instruments, bulletins and notices of one or more of the Canadian Securities Authorities.

“Cause” with respect to any Participant (a) shall have the meaning, if any, set forth in the employment agreement then in effect, if any, between such Participant and the Corporation or its Affiliates or (b) if there is no such meaning in such employment agreement or there is no such employment agreement then in effect, shall mean the following events or conditions, as determined by the Chief Executive Officer of the Corporation and the Board in their reasonable judgment: (i) the refusal or failure to perform (other than by reason of disability), or material negligence in the performance of the Participant’s duties and responsibilities to the Corporation or any of its Affiliates, or refusal or failure to follow or carry out any reasonable direction of the Chief Executive Officer of the Corporation and the Board, and the continuance of such refusal, failure or negligence for a period of ten days after notice to the Participant, (ii) the material breach by the Participant of any provision of any agreement to which the Participant and the Corporation or any of its Affiliates are party, (iii) the commission of fraud, embezzlement, theft or other dishonesty by the Participant; (iv) the conviction of the Participant of, or plea by the Participant of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude; and (v) any other conduct that involves a breach of fiduciary obligation on the part of the Participant or otherwise could reasonably be expected to have a material adverse effect upon the business, interests or reputation of the Corporation or any of its Affiliates.

“Change of Control” means the mean the occurrence of (a) prior to the consummation of the Initial Public Offering, any consolidation, plan of arrangement or merger of the Corporation with or into any other corporation or other Person, or any other corporate reorganization or transaction (including the acquisition of shares of the Corporation), whether or not the Corporation is a party thereto, in which the securityholders of the Corporation immediately prior to such consolidation, plan of arrangement, merger, reorganization or transaction, own shares (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the economic interests in or voting power of the Corporation or other surviving entity immediately after such consolidation, plan of arrangement, merger, reorganization or transaction and (ii) that do not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors of the Corporation or other surviving entity immediately after such consolidation, plan of arrangement, merger, reorganization or transaction, (b) at any time, any transaction or series of related transactions, whether or not the Corporation is a party thereto, after giving effect to which in excess of fifty percent (50%) of the Corporation’s voting power is owned directly, or indirectly through one or more entities, by any Person and its “affiliates” or “associates” (as such terms are defined in the rules adopted by the United States Securities and Exchange Commission under the United States Securities Exchange Act of 1934, as from time to time amended and in effect), other than the Investors and their respective Affiliated Funds, excluding, in any case referred to in clause (b), any Initial Public Offering or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the assets of the Corporation;

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“Class B Shares” means the Class B Preferred Shares in the capital of the Corporation;

“Committee” has the meaning set forth in Section 3.2 of this Plan;

“Common Shares” means the common shares of the Corporation;

“Corporation” has the meaning set forth in Section 1.1 of this Plan;

“Date of Grant” means, for any Option, the date specified by the Board at the time it grants the Option or, if no such date is specified, the date upon which the Option was granted;

“Director” means a member of the Board or of the board of directors of an Affiliate;

“Disabled” or “Disability” means, for purposes of the Plan only, the inability of an Optionee to perform substantially all of such Optionee’s duties and responsibilities to the Corporation and its Affiliates as a result of any illness, injury, accident or condition of either a physical or psychological nature suffered by such Optionee, with or without reasonable accommodation, for 90 days during any period of 180 consecutive calendar days, as determined by a physician selected by the Corporation to whom the Optionee has no reasonable objection.

“Exercise Notice” means a notice in writing, in the form set out in Schedule A, signed by an Optionee and stating the Optionee’s intention to exercise a particular Option;

“Exercise Price” means the price at which a Common Share or Class B Share, as applicable, may be purchased pursuant to the exercise of an Option;

“Exercise Period” means the period of time during which an Option granted under this Plan may be exercised (provided however that the Exercise Period may not exceed 10 years from the relevant Date of Grant);

“Initial Public Offering” means the first sale of Common Shares (whether in a primary offering of new shares or a secondary offering of issued and outstanding shares) to an underwriter for reoffering to the public in a Public Offering pursuant to (i) an effective registration statement filed with the SEC on Form S-1 (or any successor form), (ii) a preliminary and final prospectus filed with any Canadian Securities Authority under Canadian Securities Laws or (iii) comparable mechanics under the securities laws of any other jurisdiction;

“Investors” has the meaning set forth in the Securityholders Agreement;

“Option” means a non-assignable, non-transferable right to purchase Common Shares and Class B Shares under this Plan;

“Optionee” means a Participant who has been granted one or more Options;

“Option Agreement” means a signed, written agreement between an Optionee and the Corporation evidencing the terms and conditions on which an Option has been granted.

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“Participant” means a Director or an officer of the Corporation or of an Affiliate, a current full-time or part-time employee of the Corporation or of an Affiliate. “Participant” includes Registered Retirement Savings Plans or Registered Retirement Income Funds established by or for the Director, officer or individual employee (or under which such individual is the beneficiary) and a subsidiary entity of such individual;

“Person” means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof;

“Plan” means this Management Option Plan;

“Public Offering” a public offering and sale of Common Shares for cash pursuant to (i) an effective registration statement under the United States Securities Act of 1933, as in effect from time to time, (ii) a preliminary and final prospectus filed with any Canadian Securities Authority under Canadian Securities Laws or (iii) comparable mechanics under the securities laws of any other jurisdiction.

“Retirement” means retirement from active employment with the Corporation and an Affiliate at or after age 65 or at or after such earlier age and upon the completion of such years of service as the Board may specify;

“Securityholders Agreement” means the Securityholders Agreement dated as of November 18, 2004 among the Corporation, Dollar A.M.A. Inc., S. Rossy Inc. and certain other securityholders of the Corporation party thereto as it may be amended, supplemented or restated from time to time;

“Shares” means the Common Shares and Class B Shares of the Corporation

“Termination Date” means in the case of a Participant whose employment or term of office with the Corporation or an Affiliate terminates in the circumstances set out in Section 4.6(b) or 4.6(c), the date that is designated by the Corporation or such Affiliate, as the case may be, as the last day of the Optionee’s employment or term of office with the Corporation or such Affiliate, as the case may be, provided that in the case of termination of employment by voluntary resignation by the Optionee, such date shall not be earlier than the date notice of resignation was given, and “Termination Date” specifically does not mean the date on which any period of reasonable notice that the Corporation or such Affiliate (as the case may be) may be required at law to provide to the Optionee, would expire.

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ARTICLE 3

ADMINISTRATION

Subject to Section 3.2, this Plan will be administered by the Board and the Board has sole and complete authority, in its discretion, to:

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The Board’s determinations and actions under this Plan are conclusive and binding on the Corporation and all other Persons. The day-to-day administration of the Plan may be delegated to such officers and employees of the Corporation or of an Affiliate as the Board determines.

To the extent permitted by applicable law, the Board may, from time to time, delegate to a committee (the “Committee”) of the Board all or any of the powers conferred on the Board under the Plan. In such event, the Committee will exercise the powers delegated to it by the Board in the manner and on the terms authorized by the Board. Any decision made or action taken by the Committee arising out of or in connection with the administration or interpretation of this Plan in this context is final and conclusive.

All Participants are eligible to participate in the Plan, subject to Sections 4.51(b) and 4.6(d). Eligibility to participate does not confer upon any Participant any right to be granted Options pursuant to the Plan. The extent to which any Participant is entitled to be granted Options pursuant to the Plan will be determined in the sole and absolute discretion of the Board.

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All grants of Options under Section 4.1 of this Plan will be evidenced by Option Agreements. Such Option Agreements will be subject to the applicable provisions of this Plan and contain such provisions as are required by this Plan and any other provisions that the Board may, in its discretion, direct. Any one officer of the Corporation is authorized and empowered to execute and deliver, for and on behalf of the Corporation, an Option Agreement to each Optionee.

Subject to Section 4.5 and except as specifically provided in an Option Agreement approved by the Board, Options granted under this Plan may only be exercised during the lifetime of the Optionee by such Optionee personally. No sale, assignment, encumbrance or other transfer of Options, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Options whatsoever in any assignee or transferee (except that an Optionee may transfer Options to a corporation in respect of which the Optionee is the sole shareholder) and immediately upon any assignment or transfer, or any attempt to make the same, such Options will terminate and be of no further force or effect. If any Optionee (the “Original Optionee”) has transferred Options to a corporation pursuant to this Section 3.6, such Options will terminate and be of no further force or effect if at any time the Original Optionee should cease to own all of the issued shares of such corporation other than by reason of death, in which case the provisions of Section 4.5 shall apply, mutatis mutandis.

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ARTICLE 4

GRANT OF OPTIONS

The Board may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, grant Options to any Participant.

Subject to any accelerated termination as set forth in this Plan (including, without limitation, as provided in Sections 4.5, 4.6 and 4.7), each Option expires on the 10^th anniversary of the Date of Grant.

The Board may determine the time or times at and the conditions upon which an Option will vest and become exercisable. Once an Option has vested and become exercisable, it remains exercisable until expiration or termination of the Option, unless otherwise specified by the Board in the Option Agreement entered into in connection with the grant of such Option. Each Option may be exercised at any time or from time to time, in whole or in part, for up to the total number of Shares with respect to which it is then exercisable. The Board has the right to accelerate the date upon which any Option becomes exercisable notwithstanding the vesting schedule set forth in such Option, regardless of any adverse or potentially adverse tax consequences resulting from such acceleration.

Subject to the provisions of this Plan and any Option Agreement, Options shall be exercised by means of a fully completed Exercise Notice delivered to the Corporation.

The Exercise Notice must be accompanied by payment in full of the purchase price for the Shares to be purchased. The Exercise Price must be fully paid in cash or by certified cheque, bank draft or money order payable to the Corporation or by such other means as might be specified from time to time by the Board. No Shares will be issued or transferred until full payment therefor has been received by the Corporation. As soon as practicable after receipt of any Exercise Notice and full payment, the Corporation will deliver to the Optionee a certificate or certificates representing the acquired Shares.

If a Participant dies or becomes Disabled while an employee, director or officer of the Corporation or an Affiliate or if the employment or term of office of the Optionee with the Corporation or an Affiliate terminates due to Retirement:

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The Shares obtained by a Participant through the exercise of an Option shall be subject to the call option described in Section 5 of the Securityholders Agreement upon the conditions described therein.

Notwithstanding the provisions of Sections 4.5 and 4.6, the Board may, in its discretion, at any time prior to or following the events contemplated in such sections and in any Option Agreement, permit the exercise of any or all Options held by the Optionee in the manner and on the terms authorized by the Board, provided that the Board will not, in any case, authorize the exercise of an Option pursuant to this section beyond the expiration of the Exercise Period of the particular Option.

Except as otherwise set forth in any Option Agreement, in the event of any Change of Control transaction in which there is an acquiring or surviving entity, the Board may provide for substitute or replacement options of similar value from, or the assumption of outstanding Options by, the acquiring or surviving entity or one or more of its subsidiaries, any such substitution, replacement or assumption to be on such terms as the Board in good faith determines; provided, however, that in the event of a Change of Control transaction the Board may take, as to any outstanding Option, any one or more of the following actions:

Each Optionee must, at the time of granting an Option, sign and deliver a counterpart and acknowledgement to the Securityholders Agreement and the Exchange Agreement (if such Optionee is not already a party to such agreements and if such agreements are still in effect) through an Option Agreement or otherwise in the forms attached as Schedule B and Schedule C to this Plan. Each Optionee acknowledges that the Securityholders Agreement restricts transfers of Shares.

Each Optionee will, when requested by the Corporation, sign and deliver all such documents relating to the granting or exercise of Options which the Corporation deems necessary or desirable.

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ARTICLE 5

SHARE CAPITAL ADJUSTMENTS

The existence of any Options does not affect in any way the right or power of the Corporation or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Corporation’s capital structure or its business, or any amalgamation, combination, plan of arrangement, merger or consolidation involving the Corporation, to create or issue any bonds, debentures, Common Shares or other securities of the Corporation or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this section would have an adverse effect on this Plan or any Option granted hereunder.

Should the Corporation effect a subdivision or consolidation of Common Shares or Class B Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Corporation that, in the opinion of the Board, would warrant the replacement of any existing Options in order to adjust: (a) the number of Common Shares or Class B Shares that may be acquired on the exercise of any outstanding Options; and/or (b) the Exercise Price of any outstanding Options in order to preserve proportionately the rights and obligations of the Optionees, the Board will authorize such steps to be taken as may be equitable and appropriate to that end.

In the event of an amalgamation, combination, plan of arrangement, merger or other reorganization involving the Corporation by exchange of Common Shares or Class B Shares, by sale or lease of assets or otherwise, including without limitation by the exchange (the “Exchange”) of Class B Shares for limited partnership units in Dollarama II L.P. (the “Units”) as contemplated by the Exchange Agreement and the articles of association of the Corporation, as amended, that, in the opinion of the Board, warrants the replacement of any existing Options in order to adjust: (a) the number of Common Shares or Class B Shares that may be acquired on the exercise of any outstanding Options; (b) the Exercise Price of any outstanding Options in order to preserve proportionately the rights and obligations of the Optionees and/or (c) the type of securities that may be acquired by the Optionees on the exercise of any outstanding Options, the Board will authorize such steps to be taken as may be equitable and appropriate to that end. Without limiting the generality of the foregoing, if the Corporation effects the Exchange, the Board will arrange for an equivalent award exercisable for Units to be granted to each Optionee in substitution for that portion of an each Option outstanding immediately prior to the Exchange which is exercisable for Class B Shares and will arrange for Dollarama II L.P. to purchase Class B Shares upon the exercise by any Optionee of any such substitution award.

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Where the Board determines that the steps provided in Sections 5.2 and 5.3 would not preserve proportionately the rights and obligations of the Optionees in the circumstances or otherwise determines that it is appropriate, the Board may permit the immediate exercise of any outstanding Options that are not otherwise exercisable.

Except as expressly provided in this Article 5, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to: (a) the number of Common Shares or Class B Shares that may be acquired on the exercise of any outstanding Options; or (b) the Exercise Price of any outstanding Options.

No fractional Shares will be issued on the exercise of an Option. Accordingly, if, as a result of any adjustment under Sections 5.2 to 5.4 inclusive, an Optionee would become entitled to a fractional Share, the Optionee has the right to acquire only the adjusted number of Shares and no payment or other adjustment will be made with respect to the fractional Shares so disregarded.

The Plan and each Option are subject to the requirement that if at any time the Board determines that the listing, registration or qualification of the Shares subject to such Option upon any stock exchange or under any provincial, state or federal law, or the consent or approval of any governmental body, stock exchange or of the holders of the Shares generally, is necessary or desirable, as a condition of, or in connection with, the granting of such Option or the issue or purchase of Shares thereunder, no such Option may be granted or exercised in whole or in part unless such listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Board. The Optionees shall, to the extent applicable, cooperate with the Corporation in relation to such listing, registration, qualification, consent or other approval and shall have no claim or cause of action against the Corporation or any of its officers or directors as a result of any failure by the Corporation to obtain or to take any steps to obtain any such registration, qualification or approval.

ARTICLE 6

MISCELLANEOUS PROVISIONS

The Corporation is not obligated to grant any Options, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Board, in its sole discretion, such action would constitute a violation by an Optionee or the Corporation of any provision of any applicable statutory or regulatory enactment of any government or government agency.

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Except as otherwise provided in this Plan, Options previously granted under this Plan, whether or not then exercisable, are not affected by any change in the relationship between, or ownership of, the Corporation and an Affiliate. For greater certainty, all Options remain valid and exercisable in accordance with the terms and conditions of this Plan and are not affected by reason only that, at any time, an Affiliate ceases to be an Affiliate.

The exercise of each Option granted under this Plan is subject to the condition that if at any time the Corporation determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such exercise, such exercise is not effective unless such withholding has been effected to the satisfaction of the Corporation. In such circumstances, the Corporation may require that an Optionee pay to the Corporation, in addition to and in the same manner as the Exercise Price for the Shares, such amount as the Corporation is obliged to remit to the relevant taxing authority in respect of the exercise of the Option. Any such additional payment is due no later than the date as of which any amount with respect to the Option must be withheld by the Corporation.

No Participant has any claim or right to be granted an Option (including, without limitation, an Option granted in substitution for any Option that has expired pursuant to the terms of this Plan), and the granting of any Option is not to be construed as giving an Optionee a right to remain in the employ of the Corporation or an Affiliate. No Optionee has any rights as a shareholder of the Corporation in respect of Shares issuable on the exercise of rights to acquire Shares under any Option (including, without limitation, the payment of dividends or other distributions) until the allotment and issuance to the Optionee of certificates representing such Shares. The loss of existing or potential profit in Options granted under this Plan shall not constitute an element of damages in the event of termination of an Optionee’s employment or service in any office or otherwise.

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Every Director or member of the Committee will at all times be indemnified and saved harmless by the Corporation from and against all costs, charges and expenses whatsoever including any income tax liability arising from any such indemnification, that such Director or member of the Committee may sustain or incur by reason of any action, suit or proceeding, taken or threatened against the Director or member of the Committee, otherwise than by the Corporation, for or in respect of any act done or omitted by the Director or member of the Committee in respect of this Plan, such costs, charges and expenses to include any amount paid to settle such action, suit or proceeding or in satisfaction of any judgement rendered therein.

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment nor a commitment on the part of the Corporation to ensure the continued employment of such Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of the Shares. The Corporation does not assume responsibility for the income or other tax consequences for the Participants and they are advised to consult with their own tax advisors.

This Plan becomes effective on a date to be determined by the Board.

6.9 Language

The parties have expressly requested that this Plan and all related documents be drafted in English only. Les parties ont expressément requis que ce regime et tous les documents qui s’y rattachent soient rédigés en anglais seulement.

This Plan is created under and is to be governed, construed and administered in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein.

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SCHEDULE A

Stock Option Plan Exercise Notice Form - Options

I,                                                                                       , hereby exercise the option to purchase                      Common Shares of

                                    (print name)

Dollarama Capital Corporation (the “Corporation”) at a purchase price of $              per Common Share and ______ Class B Shares of the Corporation at a purchase price of $_______ per Class B Share. This Exercise Notice is delivered in respect of the option to purchase                      Common Shares of the Corporation and ____ Class B Shares of the Corporation that was granted to me on                      pursuant to the Option Agreement entered into between the Corporation and me. In connection with the foregoing, I enclose cash, a certified cheque, bank draft or money order payable to the Corporation in the amount of $              as full payment for the Common Shares and Class B Shares to be received upon exercise of the Option.

SCHEDULE B

Form of Counterpart and Acknowledgement

Acknowledgement and Counterpart to the Securityholders Agreement dated as of November 18, 2004, among Dollarama Capital Corporation (the “Corporation”), Dollar A.M.A. Inc., S. Rossy Inc. and certain other securityholders party thereto, as the same may be amended, restated or replaced (the “Securityholders Agreement”).

The undersigned agrees to be bound, at the time he or she acquires shares of the Corporation, by all the provisions of the Securityholders Agreement including, without limitation, all covenants, agreements, obligations, representations and warranties made by a Manager in the Securityholders Agreement and will be entitled to all the benefits and entitlements of a Manager under the Securityholders Agreement, except as otherwise set out therein, and the Securityholders Agreement will apply to the undersigned mutatis mutandis without further action by the undersigned or any party thereto. This Option and any securities issued upon exercise of this Option constitute Management Securities as defined in the Securityholders Agreement. The undersigned confirms that he or she has received a copy of the Securityholders Agreement or has been given the opportunity to review the Securityholders Agreement, and has obtained, or has had the opportunity to obtain, independent legal advice prior to entering into this counterpart and acknowledgement of this agreement. (DATED this __________ day of _________________, _______.

SCHEDULE C

Form of Counterpart and Acknowledgement

Acknowledgement and Counterpart to the Exchange Agreement dated as of November 18, 2004, among Dollarama Capital Corporation (the “Corporation”), Dollarama Investment II, L.P., Dollar A.M.A. Inc., S. Rossy Inc. and certain other entities and persons party thereto, as the same may be amended, restated or replaced (the “Exchange Agreement”).

The undersigned agrees to be bound, at the time he or she acquires shares of the Corporation, by all the provisions of the Exchange Agreement including, without limitation, all covenants, agreements, obligations, representations and warranties made by a Holder in the Exchange Agreement and will be entitled to all the benefits and entitlements of a Holder under the Exchange Agreement, except as otherwise set out therein, and the Exchange Agreement will apply to the undersigned mutatis mutandis without further action by the undersigned or any party thereto. The undersigned confirms that he or she has received a copy of the Exchange Agreement or has been given the opportunity to review the Exchange Agreement, and has obtained, or has had the opportunity to obtain, independent legal advice prior to entering into this counterpart and acknowledgement of this agreement. (DATED this __________ day of _________________, _______.

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