Dollar General 2010 Annual Report Download - page 53

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Proxy
(14) These options were granted under our 2007 Stock Incentive Plan and vested 50% per year on
August 25, 2009 and August 25, 2010.
(15) These options were granted under our 2007 Stock Incentive Plan and are scheduled to vest 3313%
per year on August 25, 2011, August 25, 2012 and August 25, 2013. In addition, these options are
subject to certain accelerated vesting provisions as described in ‘‘Potential Payments upon
Termination or Change in Control’’ below.
(16) These options were granted under our 2007 Stock Incentive Plan and vested as to 4,762 shares on
January 30, 2009 and 11,429 shares per year on January 29, 2010 and January 28, 2011.
(17) The options were granted under our 2007 Stock Incentive Plan and are scheduled to vest 25% per
year on March 24, 2011, March 24, 2012, March 24, 2013 and March 24, 2014. In addition, these
options are subject to certain accelerated vesting provisions as described in ‘‘Potential Payments
upon Termination or Change in Control’’ below.
In connection with our 2007 merger, certain named executive officers elected to roll over all or
a portion of their options held prior to our 2007 merger (the ‘‘Rollover Options’’) rather than receive
in exchange for each such option the cash merger consideration, without interest and less applicable
withholding taxes, equal to $22.00 less the exercise price of each option. The exercise price of the
Rollover Options and the number of shares underlying the Rollover Options were adjusted as a result
of our 2007 merger to provide their pre-merger value equivalents. The Rollover Options are fully
vested and were originally granted, and otherwise continue, under the terms of our 1998 Stock
Incentive Plan.
In connection with the special dividend paid to our shareholders on September 11, 2009, our
Compensation Committee (1) approved a payment in substitution for the dividend adjustment with
respect to Rollover Options as permitted thereunder to reflect the effects of the special dividend on
such Rollover Options and (2) adjusted the exercise price of options granted under the terms of our
2007 Stock Incentive Plan as required by the terms of such options to reflect the effects of the special
dividend on such options. The exercise prices listed in the table above reflect the exercise price
adjustments for the options granted under our 2007 Stock Incentive Plan in connection with the special
dividend.
On October 12, 2009, we completed a reverse stock split of 1 share for each 1.75 shares of
common stock outstanding. The exercise prices of, and number of shares outstanding under, our equity
awards existing at the time of the reverse stock split were retroactively adjusted to reflect the reverse
stock split and are reflected in the table above.
See ‘‘Long-Term Equity Incentive Program’’ in ‘‘Compensation Discussion and Analysis’’ above
for additional discussion of the equity awards granted under the 2007 Stock Incentive Plan.
45