Dollar General 2010 Annual Report Download - page 49

Proxy
Grants of Plan-Based Awards in Fiscal 2010
The table below sets forth information regarding grants of plan-based awards to our named
executive officers in fiscal 2010. The grants include non-qualified stock options granted pursuant to our
2007 Stock Incentive Plan. See ‘‘Long-Term Equity Incentive Program’’ and ‘‘Compensation of
Mr. Dreiling’’ in ‘‘Compensation Discussion & Analysis’’ above for further discussion of these grants.
We have omitted the columns for Threshold and Maximum Estimated Future Payouts under Equity
Incentive Plan Awards and the column for All Other Stock Awards: Number of Shares or Stock Units
because they are inapplicable.
Each named executive officer’s annual Teamshare bonus opportunity established for fiscal 2010
is also set forth in the table below. Actual bonus amounts earned by each named executive officer for
fiscal 2010 as a result of our financial performance are set forth in the Summary Compensation Table
above and represent prorated payments on a graduated scale for performance above the target
performance levels, but at or below the maximum payout cap of $5.0 million, for each of the named
executive officers. See ‘‘Short-Term Cash Incentive Plan’’ in ‘‘Compensation Discussion and Analysis’’
above for further discussion of the fiscal 2010 Teamshare program.
Estimated
Future
Payouts All Other Option Exercise Grant Date
Estimated Possible Payouts Under Equity Awards: Number or Base Fair Value
Under Non-Equity Incentive of Securities Price of of Stock
Incentive Plan Awards Plan Awards
Date of Underlying Option and Option
Grant Board Threshold Target Maximum Target Options Awards Awards
Name Date Action(1) ($) ($) ($) (#)(2) (#) ($/Sh)(3) ($)(4)
Mr. Dreiling — — 718,141 1,436,281 5,000,000 — — — —
4/23/10 4/22/10 — — — — 100,000(5) 29.38 1,193,210
Mr. Tehle — — 209,591 419,182 5,000,000 — — — —
Ms. Guion — — 202,669 405,339 5,000,000 — — — —
Mr. Flanigan — — 132,094 264,189 5,000,000 — — — —
3/24/10 3/24/10 — — — — 49,759(6) 25.25 565,536
3/24/10 3/24/10 — — — 49,759 — 25.25 565,536
Mr. Ravener — — 144,690 289,380 5,000,000 — — — —
3/24/10 3/24/10 — — — — 53,688(6) 25.25 610,191
3/24/10 3/24/10 — — — 53,688 — 25.25 610,191
(1) The 162(m) Subcommittee of the Compensation Committee of our Board of Directors authorized Mr. Dreiling’s
stock option grant via Action by Unanimous Written Consent. While the Action by Unanimous Written Consent was
effective April 23, 2010, which was the date of the grant, all signatures to the consent were dated April 22, 2010.
(2) Represents grants of performance-based, non-qualified stock options under the 2007 Stock Incentive Plan made in
connection with the promotion of each of Messrs. Flanigan and Ravener. If we achieve specific adjusted EBITDA-
based targets, these options became or are eligible to become exercisable as to (a) for Mr. Flanigan, 10,367 shares
on January 28, 2011, 12,440 shares per year on February 3, 2012 and February 1, 2013, 12,439 shares on January 31,
2014 and 2,073 shares on January 30, 2015; and (b) for Mr. Ravener, 11,185 shares on January 28, 2011, 13,422
shares per year on February 3, 2012, February 1, 2013 and January 31, 2014, and 2,237 shares on January 30, 2015.
If an adjusted EBITDA-based target for a given fiscal year is not met, these options may still vest on a ‘‘catch up’’
basis if, at the end of fiscal years 2011, 2012, 2013, 2014, or 2015, the applicable cumulative adjusted EBITDA target
is achieved. In addition, these options are subject to certain accelerated vesting provisions as described in ‘‘Potential
Payments Upon Termination or Chang in Control’’ below. As a condition to the exercise of this award, Mr. Flanigan
was required to purchase a minimum of $158,299 of our common stock from us under the 2007 Stock Incentive
Plan. Mr. Ravener had already satisfied his minimum investment requirement prior to receiving this award.
(3) The per share exercise price was calculated based on the closing market price of one share of our common stock on
the date of grant as reported by the NYSE.
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