Dollar General 2008 Annual Report Download - page 154

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The amounts deferred or contributed to the CDP/SERP Plan are credited to a liability
account, which is then invested at the participant's option in an account that mirrors the
performance of a fund or funds selected by the Compensation Committee or its delegate (the
"Mutual Fund Options"). Beginning on August 2, 2008, these funds are identical to the funds
offered in our 401(k) Plan.
A participant who ceases employment with at least 10 years of service or after reaching
age 50 and whose CDP account balance or SERP account balance exceeds $25,000 may elect for
that account balance to be paid in cash by (a) lump sum, (b) monthly installments over a 5, 10 or
15-year period or (c) a combination of lump sum and installments. Otherwise, payment is made
in a lump sum. The vested amount will be payable at the time designated by the Plan upon the
participant's termination of employment. A participant's CDP/SERP benefit normally is payable
in the following February if employment ceases during the first 6 months of a calendar year or is
payable in the following August if employment ceases during the last 6 months of a calendar
year. However, participants may elect to receive an in-service lump sum distribution of vested
amounts credited to the CDP account, provided that the date of distribution is no sooner than
5 years after the end of the year in which the amounts were deferred. In addition, a participant
who is actively employed may request an "unforeseeable emergency hardship" in-service lump
sum distribution of vested amounts credited to the participant’ s CDP account. Account balances
deemed to be invested in the Mutual Fund Options are payable in cash. As a result of the
Merger, the CDP/SERP Plan liabilities through July 6, 2007 were fully funded into an
irrevocable rabbi trust. We also funded into the rabbi trust deferrals into the CDP/SERP Plan
between July 6, 2007 and October 15, 2007. All CDP/SERP Plan liabilities incurred on or after
October 15, 2007 are unfunded.
Potential Payments upon Termination or Change-in-Control
Other than with respect to Mr. Buley and Ms. Lowe, the tables below reflect potential
payments to each of our named executive officers in various termination and change-in-control
scenarios based on compensation, benefit, and equity levels in effect on January 30, 2009. The
amounts shown assume that the termination or change-in-control event was effective as of
January 30, 2009. For stock valuations, we have assumed that the price per share is the fair
market value of our stock on January 30, 2009 ($5.50), which was the value determined by our
Board of Directors in good faith based upon a third party valuation as of January 30, 2009 and
the other factors described in footnote 4 to the table set forth under “Outstanding Equity Awards
at 2008 Fiscal Year-End” above . The amounts shown are merely estimates. We cannot
determine the actual amounts to be paid until the time of the named executive officer’ s
termination of employment or the time of a change-in-control.
Because Mr. Buley’ s and Ms. Lowe’ s employment separations occurred prior to the end
of fiscal 2008, we discuss below, and the tables below present, the payments they actually
received in connection with such employment separations.