Dollar General 2010 Annual Report Download - page 58

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• the failure of any successor to all or substantially all of our business and/or assets to
expressly assume and agree to perform the employment agreement in the same manner and
to the same extent that our Company would be required to perform if no such succession
had taken place;
• our failure to continue any significant compensation plan or benefit without replacing it with
a similar plan or a compensation equivalent (except, in the case of all named executive
officers other than Mr. Dreiling, for across-the-board changes or terminations similarly
affecting (1) at least 95% of all of our executives or (2) 100% of officers at the same grade
level; in the case of Mr. Dreiling, for across-the-board changes or terminations similarly
affecting at least 95% of all of our executives);
• relocation of our principal executive offices outside of the middle-Tennessee area or basing
the officer anywhere other than our principal executive offices; or
• assignment of duties inconsistent, or the significant reduction of the title, powers and
functions associated, with the named executive officer’s position, all without the named
executive officer’s written consent. For all named executive officers other than Mr. Dreiling,
such acts will not constitute good reason if it results from our restructuring or realignment of
duties and responsibilities for business reasons that leaves the named executive officer at the
same rate of base salary, annual target bonus opportunity, and officer level and with similar
responsibility levels or results from the named executive officer’s failure to meet
pre-established and objective performance criteria.
No event (in the case of Mr. Dreiling, no isolated, insubstantial and inadvertent event not in
bad faith) will constitute ‘‘good reason’’ if we cure the claimed event within 30 days (10 business days
in the case of Mr. Dreiling) after receiving notice from the named executive officer.
Voluntary Termination with Good Reason or After Failure to Renew the Employment Agreement.
If any named executive officer resigns with good reason, all then unvested option grants held by that
officer will be forfeited. Unless we purchase any then vested options (including Rollover Options) in
total at a price equal to the fair market value of the shares underlying the vested options, less the
aggregate exercise price of the vested options, the named executive officer generally may exercise
vested options for the following periods from the termination date: 180 days in the case of options
granted to Mr. Dreiling, Mr. Tehle and Ms. Guion on or before January 21, 2008; 3 months in the case
of Rollover Options; or 90 days in the case of options granted to Messrs. Dreiling, Flanigan and
Ravener after January 21, 2008. We do not have a repurchase, or call, right with respect to the option
granted to Mr. Dreiling in April 2010 and the shares underlying such option.
In the event any named executive officer (other than Mr. Dreiling) resigns under the
circumstances described in (2) below, or in the event we fail to extend the term of Mr. Dreiling’s
employment as provided in (3) below, the relevant named executive officer’s equity will be treated as
described under ‘‘Voluntary Termination without Good Reason’’ below.
Additionally, if the named executive officer (1) resigns with good reason, or (2) in the case of
named executive officers (other than Mr. Dreiling), resigns within 60 days of our failure to offer to
renew, extend or replace the named executive officer’s employment agreement before, at or within
6 months after the end of the agreement’s term (unless we enter into a mutually acceptable severance
arrangement or the resignation is a result of the named executive officer’s voluntary retirement or
termination), or (3) in the case of Mr. Dreiling, in the event we elect not to extend the term of his
employment by providing 60 days prior written notice before the applicable extension date, then in
each case the named executive officer will receive the following benefits generally on or beginning on
the 60th day after termination of employment but contingent upon the execution and effectiveness of a
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