Dollar General 2010 Annual Report Download - page 56

Proxy
Potential Payments upon Termination or Change in Control as of January 28, 2011
The tables below reflect potential payments to each of our named executive officers in various
termination and change in control scenarios based on compensation, benefit, and equity levels in effect
on January 28, 2011. The amounts shown assume that the termination or change in control event was
effective as of January 28, 2011. For stock valuations, we have assumed that the price per share is the
fair market value of our stock on January 28, 2011 ($28.40), which was the closing price on the NYSE
on such date. The amounts shown are merely estimates. We cannot determine the actual amounts to be
paid until a termination or change in control scenario occurs.
Payments Regardless of Manner of Termination
Regardless of the termination scenario, the named executive officers will receive earned but
unpaid base salary through the employment termination date, along with any other payments or
benefits owed under any of our plans or agreements covering the named executive officer as governed
by the terms of those plans or agreements. These benefits include vested amounts in the CDP/SERP
Plan discussed under ‘‘Nonqualified Deferred Compensation’’ above.
The tables below exclude any amounts payable to the named executive officer to the extent
that they are available generally to all salaried employees and do not discriminate in favor of our
executive officers.
Payments Upon Termination Due to Death or Disability
In the event of death or disability, with respect to each named executive officer:
• The portion of the time-based options that would have become exercisable on the next
scheduled vesting date (all of the time-based options in the case of Mr. Dreiling’s April 2010
option grant) if the named executive officer had remained employed with us through that
date will become vested and exercisable.
• The portion of the performance-based options that would have become exercisable in respect
of the fiscal year in which the named executive officer’s employment terminates if the named
executive officer had remained employed with us through that date will remain outstanding
through the date we determine whether the applicable performance targets are met for that
fiscal year. If the performance targets are met for that fiscal year, such portion of the
performance-based options will become exercisable on such performance-vesting
determination date. Otherwise, such portion will be forfeited.
• All otherwise unvested options will be forfeited, and vested options generally may be
exercised (by the employee’s survivor in the case of death) for a period of 1 year (3 years in
the case of Rollover Options) from the service termination date unless we purchase such
vested options (other than the options granted to Mr. Dreiling in April 2010) in total at the
fair market value of the shares of our common stock underlying the vested options less the
aggregate exercise price of the vested options.
In the event of death, each named executive officer’s beneficiary will receive payments under
our group life insurance program in an amount, up to a maximum of $3 million, equal to 2.5 times the
named executive officer’s annual base salary. We have excluded from the tables below amounts that the
named executive officer would receive under our disability insurance program since the same benefit
level is provided to all of our salaried employees. The named executive officer’s CDP/SERP Plan
benefit also becomes fully vested (to the extent not already vested) upon his or her death and is
payable in a lump sum within 60 days after the end of the calendar quarter in which the named
executive officer’s death occurs.
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