Dollar General 2008 Annual Report Download - page 155

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153
Payments Regardless of Manner of Termination
Regardless of the termination scenario, the named executive officers will receive (and
Mr. Buley and Ms. Lowe received) earned but unpaid base salary through the employment
termination date, along with any other payments or benefits owed under any of our plans or
agreements covering the named executive officer as governed by the terms of those plans or
agreements. These benefits include vested amounts in the CDP/SERP Plan discussed under
“Nonqualified Deferred Compensation” above.
The tables below exclude any amounts payable to the named executive officer to the
extent that they are available generally to all salaried employees and do not discriminate in favor
of our executive officers.
Payments Upon Termination Due to Retirement
Retirement is not treated differently from any other voluntary termination without good
reason (as defined under the relevant agreements) under any of our plans or agreements for
named executive officers, except that all Rollover Options will remain exercisable for a period of
3 years following the named executive officer’ s retirement unless the options expire earlier. To
be entitled to the extended exercise period for the Rollover Options, the retirement must occur on
or after the named executive officer reaches the age of 65 or, with our express consent, prior to
age 65 in accordance with any applicable early retirement policy then in effect or as may be
approved by our Compensation Committee.
Payments Upon Termination Due to Death or Disability
In the event of death or disability, with respect to each named executive officer:
• The 20% portion of the time-based options that would have become exercisable on
the next anniversary date of the Merger if the named executive officer had remained
employed with us through that date will become vested and exercisable.
• The 20% portion of the performance-based options that would have become
exercisable in respect of the fiscal year in which the named executive officer’ s
employment terminates if the named executive officer had remained employed with
us through that date, will remain outstanding through the date we determine whether
the applicable performance targets are met for that fiscal year. If the performance
targets are met for that fiscal year, that 20% portion of the performance-based options
will become exercisable on such performance-vesting determination date. Otherwise,
that 20% portion will be forfeited.
• All unvested options will be forfeited, and vested options generally may be exercised
(by the employee’ s survivor in the case of death) for a period of 1 year (3 years in the
case of Rollover Options) from the service termination date unless we purchase such
vested options in total at the fair market value of the shares of our common stock
underlying the vested options less the aggregate exercise price of the vested options.