Dollar General 2007 Annual Report Download - page 147

145
• The NEO will receive, subject to any 6-month delay in payment required for tax law
compliance, the following upon the execution of a release of certain claims against us
and our affiliates in the form attached to the NEO’ s employment agreement:
√ Continuation of base salary for 24 months payable in accordance with our
normal payroll cycle and procedures.
√ A lump sum payment equal to 2 times the NEO's target incentive bonus (in
the case of Mr. Dreiling, target incentive bonus payable over 24 months)
and 2 times our annual contribution for the NEO's participation in our
medical, dental and vision benefits program (in the case of Mr. Dreiling, the
medical, dental and vision benefit instead will be in the form of a
continuation of these benefits).
√ Mr. Dreiling 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.
√ If Mr. Beré’ s termination occurred prior to the payment of our fiscal 2007
bonus, he would receive a lump sum payment of his fiscal 2007 bonus,
determined as if he had remained employed through the date necessary to
receive the payment of the fiscal 2007 bonus.
√ Outplacement services, at our expense, for 1 year or, if earlier, until other
employment is secured.
Subject to any applicable prohibition on acceleration of payment under Section 409A of
the Internal Revenue Code, we may, at any time and in our sole discretion, elect to make a lump-
sum payment of all these amounts (other than Mr. Dreiling’ s medical, dental and vision benefit
continuation), or all remaining amounts, due as a result of this type of termination.
The NEO will forfeit any unpaid severance amounts upon a material breach of any
continuing obligation under the employment agreement or the release, which include:
• The NEO must maintain the confidentiality of, and refrain from disclosing or using,
our (a) trade secrets for any period of time as the information remains a trade secret
under applicable law and (b) confidential information for a period of 2 years
following the employment termination date.
• For 2 years after the employment termination date, the NEO may not accept or work
in a “competitive position” within any state in which we maintain stores at the time of
his termination date or any state in which we have specific plans to open stores within
6 months of that date. For this purpose, “competitive position” means any
employment, consulting, advisory, directorship, agency, promotional or independent
contractor arrangement between the NEO and any person engaged wholly or in
material part in the business in which we are engaged, including but not limited to
Wal-Mart, K-Mart, Walgreen’ s, Family Dollar Stores, Fred’ s, the 99 Cents Stores and
Dollar Tree Stores (and, with respect to Mr. Dreiling, Costco, BJ’ s Wholesale Club,
Casey’ s General Stores, and The Pantry, Inc.), or any person then planning to enter
the deep discount consumable basics retail business, if the NEO is required to