Dollar General 2007 Annual Report Download - page 143

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As a result of the Merger, which constituted a change-in-control under the CDP/SERP
Plan, all previously unvested SERP amounts vested on July 6, 2007. For newly eligible SERP
participants after July 6, 2007, SERP amounts vest at the earlier of the participant's attainment of
age 50 or the participant's being credited with 10 or more "years of service", or upon termination
of employment due to death or "total and permanent disability" or upon a “change-in-control”,
all as defined in the CDP/SERP Plan.
The amounts deferred or contributed to the CDP/SERP Plan are credited to a liability
account, which is then invested at the participant's option in either an account that mirrors the
performance of a fund or funds selected by the Compensation Committee or its delegate (the
"Mutual Fund Options") or, prior to the Merger, in an account that mirrors the performance of
our common stock (the "Common Stock Option").
A participant who ceases employment with at least 10 years of service or after reaching
age 50 and whose CDP account balance or SERP account balance exceeds $25,000 may elect for
that account balance to be paid in cash by (a) lump sum, (b) monthly installments over a 5, 10 or
15-year period or (c) a combination of lump sum and installments. Otherwise, payment is made
in a lump sum. The vested amount will be payable at the time designated by the Plan upon the
participant's termination of employment. A participant's CDP/SERP benefit normally is payable
in the following February if employment ceases during the first 6 months of a calendar year or is
payable in the following August if employment ceases during the last 6 months of a calendar
year. However, participants may elect to receive an in-service lump sum distribution of vested
amounts credited to the CDP account, provided that the date of distribution is no sooner than
5 years after the end of the year in which the amounts were deferred. In addition, a participant
who is actively employed may request an "unforeseeable emergency hardship" in-service lump
sum distribution of vested amounts credited to the participant’ s CDP account. Account balances
deemed to be invested in the Mutual Fund Options are payable in cash and, prior to the Merger,
account balances deemed to be invested in the Common Stock Option were payable in shares of
Dollar General common stock and cash in lieu of fractional shares.
As a result of the Merger, the CDP/SERP Plan liabilities were fully funded into an
irrevocable rabbi trust. All account balances deemed to be invested in the Common Stock Option
were liquidated at a value of $22.00 per share and the proceeds were transferred to an existing
investment option within the Plan.
Potential Payments upon Termination or Change-in-Control
The tables below reflect potential payments to each of our NEOs in various termination
and change-in-control scenarios based on compensation, benefit, and equity levels in effect on
February 1, 2008. The amounts shown assume that the termination or change-in-control event
was effective as of February 1, 2008. For stock valuations, we have assumed that the price per
share is the fair market value of our stock on February 1, 2008 ($5.00). The amounts shown are
merely estimates. We cannot determine the actual amounts to be paid until the time of a change-
in-control or the NEO's termination of employment.