Dollar General 2007 Annual Report Download - page 146

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• a reduction in base salary or target bonus level;
• our material breach of the employment agreement;
• the failure of any successor to all or substantially all of our business and/or assets to
assume and agree to perform the employment agreement;
• our failure to continue any significant compensation plan or benefit without replacing
it with a similar plan or a compensation equivalent (except for across-the-board
changes or terminations similarly affecting at least 95% of all of our executives);
• relocation of our principal executive offices outside of the middle-Tennessee area or
basing the officer anywhere other than our principal executive offices; or
• assignment of duties inconsistent, or the significant reduction of the title, powers and
functions associated, with the NEO's position unless it results from our restructuring
or realignment of duties and responsibilities for business reasons that leaves the NEO
at the same compensation and officer level and with similar responsibility levels or
results from the NEO's failure to meet performance criteria, all without the NEO's
written consent.
No event will constitute "good reason" if we cure the claimed event within 30 days after
receiving notice from the NEO.
Voluntary Termination with Good Reason or After Failure to Renew the Employment
Agreement. If the NEO (1) resigns with good reason, or (2) in the case of NEOs other than Mr.
Dreiling, within 60 days of our failure to offer to renew, extend or replace the NEO's
employment agreement before, at or within 60 days after the end of the agreement's term (unless
we enter into a mutually acceptable severance arrangement or the resignation is a result of the
NEO's voluntary retirement or termination), or (3) in the case of Mr. Dreiling, in the event we
elect not to extend the term of his employment by providing 60 days prior written notice before
the applicable extension date:
• With respect to each NEO, all unvested option grants will be forfeited. Unless we
purchase the vested options in total at a per share price equal to the fair market value
less the exercise price or they expire earlier, the NEO generally may exercise vested
options for a period of 180 days (90 days in the case of Rollover Options) from the
termination date. This extended exercisability period and purchase provision for
options that are not Rollover Options applies only if the NEO resigns with good
reason or is terminated without cause (as discussed below); otherwise, the NEO will
forfeit those options.
• Mr. Dreiling’ s restricted stock will vest if he resigns with good reason or is
terminated without cause (as discussed below) or upon a change-in-control (as
discussed below); otherwise, he will forfeit the restricted stock.