Dollar General 2008 Annual Report Download - page 157

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• a reduction in base salary or target bonus level;
• our material breach of the named executive officer’ s employment agreement;
• the failure of any successor to all or substantially all of our business and/or assets to
assume and agree to perform the employment agreement;
• our failure to continue any significant compensation plan or benefit without replacing
it with a similar plan or a compensation equivalent (except for across-the-board
changes or terminations similarly affecting at least 95% of all of our executives);
• relocation of our principal executive offices outside of the middle-Tennessee area or
basing the officer anywhere other than our principal executive offices; or
• assignment of duties inconsistent, or the significant reduction of the title, powers and
functions associated, with the named executive officer’ s position, all without the
named executive officer’ s written consent. For all named executive officers other than
Mr. Dreiling, such acts will not constitute good reason if it results from our
restructuring or realignment of duties and responsibilities for business reasons that
leaves the named executive officer at the same compensation and officer level and
with similar responsibility levels or results from the named executive officer’ s failure
to meet performance criteria.
No event (in the case of Messrs. Dreiling and Bere, no isolated, insubstantial and
inadvertent event not in bad faith) will constitute "good reason" if we cure the claimed event
within 30 days (10 business days in the case of Messrs. Dreiling and Bere) after receiving notice
from the named executive officer.
Voluntary Termination with Good Reason or After Failure to Renew the Employment
Agreement. If any named executive officer resigns with good reason, all then unvested option
grants held by that officer will be forfeited. Unless we purchase any then vested options
(including Rollover Options) in total at a price equal to the fair market value of the shares
underlying the vested options, less the aggregate exercise price of the vested options, the named
executive officer generally may exercise vested options for a period of 180 days (90 days in the
case of Rollover Options) from the termination date.
Any unvested shares of Mr. Dreiling’ s 890,000 shares of restricted stock will vest if he
resigns with good reason.
In the event any named executive officer (other than Mr. Dreiling or Mr. Bere) resigns
under the circumstances described in (2) below, or in the event we fail to extend the term of Mr.
Dreiling’ s employment as provided in (3) below, the relevant named executive officer’ s equity
will be treated as described under “Voluntary Termination without Good Reason” below.
Additionally, if the named executive officer (1) resigns with good reason, or (2) in the
case of named executive officers other than Mr. Dreiling and Mr. Bere, resigns within 60 days of