Dollar General 2010 Annual Report Download - page 44

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income to pay the tax costs associated with the premiums for this benefit to the extent necessary to
provide a comparable cost for this benefit to the named executive officer as the cost applicable to all
salaried employees.
We also provide a relocation assistance program to named executive officers under a policy
applicable to officer-level employees, which policy is similar to that offered to certain other employees.
In 2010, we did not incur any relocation expenses for any named executive officer in accordance with
this policy. The significant differences between the relocation assistance available to officers from the
relocation assistance available to non-officers are as follows:
• We provide a pre-move allowance of 5% of the officer’s annual base salary (we cap this
allowance at $5,000 for other employees);
• We provide home sale assistance by offering to purchase the officer’s prior home at an
independently determined appraised value in the event the prior home is not sold to an
outside buyer (we do not offer this service to other employees);
• We reimburse officers for all reasonable and customary home purchase closing costs (we
limit our reimbursement to other employees to 2% of the purchase price with a maximum of
$2,500) except for loan origination fees which are limited to 1%; and
• We provide 60 days of temporary living expenses (we limit temporary living expenses to
30 days for all other employees).
We provide through a third party a personal financial and advisory service benefit to all
executive officers who report directly to the CEO, including the named executive officers. This program
provides each named executive officer with various personal financial support services, including
financial planning, estate planning and tax preparation services, in an annual amount of up to $20,000
per person (plus an individual tax gross-up and payment of related travel expenses by the third party
provider). The Committee approved the program to reduce the amount of time and attention that
executives must spend on these matters, furthering their ability to focus on their responsibilities to us,
and to maximize the net financial reward to the executive of compensation received from us. The
Committee also believed this benefit is commonly provided to executives within our market comparator
group.
Compensation of Mr. Dreiling
The Compensation Committee approved an amended and restated employment agreement,
effective April 23, 2010, with Mr. Dreiling to assure Dollar General of Mr. Dreiling’s continued services
in light of tremendous financial performance in 2008 and 2009. The terms of his amended and restated
employment agreement, as summarized below, were settled after negotiation with Mr. Dreiling and
were considered by our Committee to be fair and appropriate given CEO compensation and benefits at
comparable companies and given Mr. Dreiling’s experience, leadership ability, and proven performance.
The Board firmly believes he is the right leader for Dollar General as we move forward.
The amended and restated agreement provides for a five-year term, with automatic one-year
renewals thereafter. Key compensatory provisions include:
• Minimum annual base salary of $1,149,025 effective as of April 1, 2010. See ‘‘Elements of
Named Executive Officer Compensation—Base Salary’’ above.
• Annual bonus payout range of no less than 50% (threshold), 125% (target) and 200% (if any
maximum is established) of base salary based upon and subject to the achievement of annual
performance targets established by the Committee. See ‘‘Elements of Named Executive
Compensation—Short-Term Cash Incentive Plan’’ above.
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