Dollar General 2007 Annual Report Download - page 151
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149
plan (or trust forming a part thereof) maintained 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; in any event,
which results in us, KKR and its affiliates or such employee benefit plan ceasing to
hold the ability to elect (or cause to be elected) a majority of the members of our
board of directors.
Because Mr. Perdue’ s resignation occurred within 2 years of the Merger (which
constituted a change-in-control under his employment agreement and the plan under which his
equity awards were granted), he received the following benefits under his employment
agreement and other plans in which he participated:
• A lump sum payment equal to 3 times the sum of his annual base salary in effect on
his employment termination date and his target annual incentive bonus for fiscal 2007
and reimbursement of excise taxes related to this payment.
• A lump sum payment equal to 36 months of the cost of COBRA benefits which was
grossed-up to the extent taxable to him.
• A lump sum payment for unused vacation in fiscal 2007.
• We credited Mr. Perdue with 6 additional years of credited service under his SERP.
In determining his base salary and bonus for these additional years for purposes of
calculating his final average compensation, we used his base salary on his termination
date and his target annual bonus for fiscal 2007. We also credited interest to his
SERP benefit for the period of time payment was delayed to him due to Section 409A
of the Code. We reimbursed Mr. Perdue for excise taxes related to the SERP
payments.
• All unvested equity grants automatically vested without regard to Mr. Perdue’ s
employment termination, and all CDP/SERP Plan benefits became fully vested.
Mr. Perdue is subject to the following business protection provisions:
• He must maintain the confidentiality of our (a) trade secrets as long as the
information remains a trade secret and (b) confidential information for 2 years after
his service termination date.
• For 2 years after his service termination date, Mr. Perdue may not actively recruit or
induce certain of our employees to cease employment with us or engage that person's
services in any business substantially similar to or competitive with that in which we
were engaged during Mr. Perdue's employment.
• For 2 years after his service termination date, Mr. Perdue 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