Dollar General 2008 Annual Report Download - page 163

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us, KKR and its affiliates or an employee benefit plan referenced below ceasing to hold the
ability to elect (or cause to be elected) a majority of our Board members:
• the sale of all or substantially all of the assets of Buck Holdings, L.P. or us and our
subsidiaries to any person (or group of persons acting in concert), other than to (x)
investment funds affiliated with KKR or its affiliates or (y) any employee benefit plan
(or trust forming a part thereof) maintained by us, KKR or our respective affiliates or
other person of which a majority of its voting power or other equity securities is
owned, directly or indirectly, by us, KKR or our respective affiliates; or
• a merger, recapitalization or other sale by us, KKR (indirectly) or any of our
respective affiliates, to a person (or group of persons acting in concert) of our
common stock or our other voting securities that results in more than 50% of our
common stock or our other voting securities (or any resulting company after a
merger) being held, directly or indirectly, by a person (or group of persons acting in
concert) that is not controlled by (x) KKR or its affiliates or (y) an employee benefit
plan (or trust forming a part thereof) maintained us, KKR or our respective affiliates
or other person of which a majority of its voting power or other equity securities is
owned, directly or indirectly, by us, KKR or our respective affiliates.
Payments to Mr. Buley and Ms. Lowe
Mr. Buley’ s and Ms. Lowe’ s employment with us ended in April 2008 and September
2008, respectively. Mr. Buley and Ms. Lowe each received the following payments and benefits
under their respective employment agreements and other plans in which he or she participated.
The severance payments were 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 sum of his or her annual
base salary as in effect at the relevant employment termination date, plus (y) 2 times
his or her target incentive bonus for fiscal 2008, plus (z) 2 times our annual
contribution for his or her participation in our medical, dental and vision benefits
program.
• In lieu of providing Mr. Buley and Ms. Lowe the third party outplacement services
described above, we paid a cash amount to each equal to the estimated amount we
would have incurred to provide such services.
• All unvested equity grants automatically terminated.
• We exercised our call rights under our Management Stockholder’ s Agreement with
each of Mr. Buley and Ms. Lowe to purchase all of our outstanding equity owned by
each such executive, including shares of stock previously purchased from us by Ms.
Lowe, as well as all vested options and vested Rollover Options held by each
executive. See “Option Exercises and Stock Vested during Fiscal 2008” above.