Dollar General 2008 Annual Report Download - page 159

157
lump sum as soon as administratively practicable after the 60th day after such termination
date and the remainder will be paid in the form of salary continuation payments as set
forth above.
Subject to any applicable prohibition on acceleration of payment under Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”), we may, at any time and in our
sole discretion, elect to make a lump-sum payment of all these amounts (other than Mr.
Dreiling’ s medical, dental and vision benefit continuation which shall be provided over 24
months), or all other earned, but unpaid amounts, due as a result of this type of termination.
The named executive officer will forfeit any unpaid severance amounts upon a material
breach of any continuing obligation under the employment agreement or the release (the
“Continuing Obligations”), which include:
• The named executive officer must maintain the confidentiality of, and refrain from
disclosing or using, our (a) trade secrets for any period of time as the information
remains a trade secret under applicable law and (b) confidential information for a
period of 2 years following the employment termination date.
• For a period of 2 years after the employment termination date, the named executive
officer 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 6 months of that date. For this purpose,
“competitive position” means any employment, consulting, advisory, directorship,
agency, promotional or independent contractor arrangement between the named
executive officer and any person engaged wholly or in material part in the business in
which we are engaged, including but not limited to Wal-Mart, Target, K-Mart,
Walgreen’ s, Rite-Aid, CVS, Family Dollar Stores, Fred’ s, the 99 Cents Stores, and
Dollar Tree Stores (and, with respect to Messrs. Dreiling and Bere, Costco, BJ’ s
Wholesale Club, Casey’ s General Stores and The Pantry, Inc.; and also, with respect
to Mr. Bere, Longs Drug Stores; Walgreen’ s, Rite-Aid and CVS are not specifically
listed in Mr. Dreiling’ s employment agreement), or any person then planning to enter
the deep discount consumable basics retail business, if the named executive officer is
required to perform services for that person which are substantially similar to those he
or she provided or directed at any time while employed by us.
• For a period of 2 years after the employment termination date, the named executive
officer may not actively recruit or induce any of our exempt employees (exempt
executives in the case of Mr. Dreiling) to cease employment with us.
• For a period of 2 years after the employment termination date, the named executive
officer may not solicit or communicate with any person who has a business
relationship with us and with whom the named executive officer had contact while
employed by us, if that contact would likely interfere with our business relationships
or result in an unfair competitive advantage over us.