Dollar General 2007 Annual Report Download - page 145

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• The 20% portion of the time-based options that would have become exercisable on
the next anniversary date of the Merger if the NEO had remained employed with us
through that date will become vested and exercisable.
• The 20% portion of the performance-based options that would have become
exercisable in respect of the fiscal year in which the NEO’ s employment terminates if
the NEO had remained employed with us through that date, will remain outstanding
through the date we determine whether the applicable performance targets are met for
that fiscal year. If the performance targets are met for that fiscal year, that 20%
portion of the performance-based options will become exercisable on such
performance-vesting determination date. Otherwise, that 20% portion will be
forfeited.
• All unvested options will be forfeited, and vested options generally may be exercised
(by the employee’ s survivor in the case of death) for a period of 1 year (3 years in the
case of Rollover Options) from the service termination date unless we purchase such
vested options in total at the fair market value less the exercise price.
In the event of Mr. Dreiling’ s death or disability, his restricted stock will vest and, in the
event of disability, he will receive a prorated bonus payment based on our performance for the
fiscal year, paid at the time bonuses are normally paid for that fiscal year.
In the event of death, the NEO's beneficiary will receive payments under our group life
insurance program in an amount, up to a maximum of $3 million, equal to 2.5 times the NEO's
annual base salary. We have excluded from the tables below amounts that the NEO would
receive under our disability insurance program since the same benefit level is provided to all of
our salaried employees. The NEO's CDP/SERP Plan benefit also becomes fully vested and is
payable in a lump sum within 60 days after the end of the calendar quarter in which the NEO's
death occurs.
In the event of disability, the NEO’ s CDP/SERP Plan benefit becomes fully vested and is
payable in a lump sum within 60 days after the end of the calendar quarter in which we receive
notification of the determination of the NEO's disability by the Social Security Administration.
For purposes of the NEOs' employment agreements, "disability" means the that employee
must be disabled for purposes of our long-term disability insurance plan. For purposes of the
CDP/SERP Plan, “disability” means total and permanent disability for purposes of entitlement to
Social Security disability benefits.
Payments Upon Voluntary Termination
The payments to be made to an NEO upon voluntary termination vary depending upon
whether the NEO resigns with or without "good reason" or after our failure to offer to renew,
extend or replace the NEO's employment agreement under certain circumstances. For purposes
of each NEO, "good reason" generally means (as more fully described in the applicable
employment agreement):