Dollar General 2008 Annual Report Download - page 151

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price of the Rollover Options and the number of shares underlying the Rollover Options were
adjusted as a result of the Merger to provide their pre-Merger value equivalents. The Rollover
Options are fully vested and are deemed to have been granted, and otherwise continue, under the
terms of our 1998 Stock Incentive Plan under which the original options were issued.
See “Long-Term Incentive Program” in “Compensation Discussion and Analysis” above
for discussion of the terms of the equity awards granted under the 2007 Stock Incentive Plan.
Option Exercises and Stock Vested During Fiscal 2008
In connection with Mr. Buley’ s and Ms. Lowe’ s employment separations, we exercised
our call rights under our Management Stockholder’ s Agreement with each of Mr. Buley and Ms.
Lowe to purchase all of our outstanding equity owned by each such executive, including shares
of stock previously purchased from us by each executive as well as all vested options and
Rollover Options held by each executive. All unvested options held by Mr. Buley and Ms. Lowe
were automatically cancelled upon the employment terminations. The table below provides
information regarding the value realized by Mr. Buley and Ms. Lowe upon our purchase of
vested stock options and Rollover Options pursuant to each Management Stockholder’ s
Agreement. The vested options and Rollover Options were cancelled upon their purchase by us
from each of Mr. Buley and Ms. Lowe. We have omitted from this table the columns pertaining
to stock awards because they are inapplicable.
Option Awards
Name
Number of Shares
Acquired on
Exercise
(#)
Value Realized
on Exercise
($) (1)
Mr. Dreiling -- --
Mr. Bere -- --
Mr. Tehle -- --
Ms. Guion -- --
Ms. Lanigan -- --
Mr. Buley -- 754,864
Ms. Lowe -- 396,375
(1) Represents the aggregate dollar amount realized by each named executive officer upon the transfer of
vested options and Rollover Options to us when we exercised our call rights under the applicable
Management Stockholder’ s Agreement. The value realized is computed by multiplying the number of
vested options and Rollover Options by the difference between the per share fair market value of our
common stock as determined by our Board as of the last day of the month preceding the call ($5.00) and
the per share exercise price of the vested options ($5.00) and Rollover Options ($1.25). Such good faith
determination was based upon (a) a third party valuation as of May 2, 2008; (b) management’ s opinion that
no events have occurred between such third party valuation date and the date of the Board’ s determination
that would materially change the information used as a basis for such third party valuation; and (c) all other