Dollar General 2006 Annual Report Download - page 106

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Plan at February 2, 2007 was as follows: Mr. Bottorff (6,423); Mr. Clayton (12,280); Mr. Dickson (12,280); Ms.
Knuckles (6,692); and Mr. Wilds (12,280).
(6) We do not provide above market or preferential earnings on deferred compensation.
(7) Mr. Beré became an employee on December 4, 2006 and received the following compensation related to his
employment:
Name and Principal Position
Salary
($)
All Other Compensation
($)
Total
($)
David L. Beré, President and
Chief Operating Officer 114,426 47,933 162,359
“All Other Compensation” includes $157 for premiums paid under our life insurance program; $2,917 for
Dollar General s match contributions to the Compensation Deferral Plan; $2,242 for the reimbursement of
taxes related to relocation; and $42,617 which represents the incremental cost of providing certain
perquisites, including $41,235 relating to relocation, as well as other amounts, which individually did not
equal the greater of $25,000 or 10% of total perquisites, for sporting event tickets, a holiday gift of a Sony
E-Reader, and golf charges in connection with our annual strategic planning meeting.
(8) Mr. Clayton retired from our Board of Directors on May 31, 2006.
(9) Represents the cost of a trip to a resort for Mr. Clayton and his spouse as a retirement gift upon Mr. Clayton’ s
retirement from our Board of Directors.
(10) Mr. Thornburgh was appointed to our Board of Directors on July 24, 2006.
The Compensation Committee of our Board annually reviews and recommends to the
Board the form and amount of director compensation. More detail regarding this process is
included in “Compensation Discussion and Analysis” later in this report. In recommending
director compensation, the Committee endeavors to fairly compensate directors for their time
and effort and to align directors’ interests with the long-term interests of our shareholders by
including some form of equity. Accordingly, we currently use a combination of cash and stock-
based incentive compensation to attract and retain qualified Board candidates. Our directors also
are subject to a minimum share ownership requirement. Within 3 years of joining the Board,
each director is required to own at least 13,000 shares or share units of our common stock.
Restricted stock units and stock options count towards these stock ownership requirements. A
director who also is a Dollar General employee does not receive any separate compensation for
Board service.
Cash Compensation. We pay non-employee directors an annual cash retainer (payable in
quarterly installments) and meeting attendance fees as set forth below. We also pay the following
additional annual retainers (payable in quarterly installments) to each committee chairman and to
the Presiding Director.
104