Dollar General 2008 Annual Report Download - page 161

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Involuntary Termination for Cause. If the named executive officer is involuntarily
terminated for cause, he or she will forfeit all unvested equity grants, as well as all vested but
unexercised options. However, we may repurchase all Rollover Options at a per share price equal
to the lesser of (x) Base Price over the per share exercise price of these options and (y) the fair
market value of one of our shares underlying these options over the per share exercise price of
these options.
Involuntary Termination without Cause. If the named executive officer is involuntarily
terminated without cause, the named executive officer’ s equity grants will be treated as described
under “Voluntary Termination with Good Reason or After Failure to Renew the Employment
Agreement” above. In addition, each named executive officer will receive the applicable
payments and benefits as described under “Voluntary Termination with Good Reason or After
Failure to Renew the Employment Agreement” above.
Payments After a Change-in-Control
Upon a change-in-control, regardless of whether the named executive officer’ s
employment terminates:
• All unvested time-based options will become fully vested and exercisable, and all
unvested performance-based options will become fully vested and exercisable subject
to KKR’ s achievement of certain return-based performance targets.
• All CDP/SERP Plan benefits will become fully vested (to the extent not already
vested).
• Any then unvested shares of Mr. Dreiling’ s 890,000 shares of restricted stock will
vest.
If the named executive officer, other than Messrs. Dreiling or Bere, is involuntarily
terminated without cause or resigns for good reason, in each case within 2 years following a
change-in-control that constitutes a change in ownership or effective control within the meaning
of Section 409A(a)(2)(A)(v) of the Code, he or she will receive, as soon as administratively
practicable after the 60th day after the employment termination but contingent upon execution
and effectiveness of a release of certain claims against us and our affiliates in the form attached
to the relevant employment agreement, a lump sum payment equal to the sum of (x) 2 times the
named executive officer’ s annual base salary plus 2 times the named executive officer’ s target
incentive bonus, each as in effect immediately prior to the change-in-control (or in each case, if
greater, at the employment termination date) plus (y) 2 times our annual contribution for the
named executive officer’ s participation in our medical, dental and vision benefits program. The
named executive officer also will receive outplacement services, at our expense, for 1 year or, if
earlier, until other employment is secured.
If the named executive officer, other than Messrs. Dreiling or Bere, is involuntarily
terminated without cause or resigns for good reason, in each case within 2 years following a
change-in-control that does not constitute a change in ownership or effective control within the