Dollar General 2007 Annual Report Download - page 150

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not be made and the severance and other benefits due will be reduced so that an excise tax is not
incurred.
For purposes of the CDP/SERP Plan and the employment agreements of Mr. Tehle, Mr.
Buley, Ms. Guion and Ms. Lowe, a change-in-control generally is deemed to occur (as more
fully described in those documents):
• if any person (other than Dollar General or any of our employee benefit plans)
acquires 35% or more of our voting securities (other than as a result of our issuance
of securities in the ordinary course of business);
• for purposes of our CDP/SERP Plan, if a majority of our Board members at the
beginning of any consecutive 2-year period are replaced within that period without
the approval of at least 2/3 of our Board members who served as directors at the
beginning of the period;
• for purposes of the specified employment agreements, if a majority of our Board
members as of the effective date of the applicable NEO’ s employment agreement are
replaced without the approval of at least 75% of our Board members who served as
directors on that effective date or are replaced, even with this 75% approval, by
persons who initially assumed office as a result of an actual or threatened election
contest or other actual or threatened proxy solicitation other than by our Board; or
• upon the consummation of a merger, other business combination or sale of assets of,
or cash tender or exchange offer or contested election with respect to, Dollar General
if less than 65% (less than a majority, for purposes of our CDP/SERP Plan) of our
voting securities are held after the transaction in the aggregate by holders of our
securities immediately prior to the transaction.
For purposes of the treatment of equity discussed above, a change-in-control generally
means (as more fully described in the Management Stockholder’ s Agreement between us and the
NEOs), in one or a series of related transactions:
• the sale of all or substantially all of the assets of Buck Holdings, L.P. or us and our
subsidiaries to any person (or group of persons acting in concert), other than to (x)
investment funds affiliated with KKR or its affiliates or (y) any employee benefit plan
(or trust forming a part thereof) maintained by us, KKR or our respective affiliates or
other person of which a majority of its voting power or other equity securities is
owned, directly or indirectly, by us, KKR or our respective affiliates; or
• a merger, recapitalization or other sale by us, KKR (indirectly) or any of our
respective affiliates, to a person (or group of persons acting in concert) of our
common stock or our other voting securities that results in more than 50% of our
common stock or our other voting securities (or any resulting company after a
merger) being held, directly or indirectly, by a person (or group of persons acting in
concert) that is not controlled by (x) KKR or its affiliates or (y) an employee benefit