Dollar General 2010 Annual Report Download - page 59

Proxy
release of certain claims against us and our affiliates in the form attached to the named executive
officer’s employment agreement:
• Continuation of base salary, as in effect immediately before the termination, for 24 months
payable in accordance with our normal payroll cycle and procedures.
• A lump sum payment equal to 2 times the average percentage of the named executive
officer’s target bonus paid or to be paid to employees at the same job grade level as the
named executive officer (if any) under the annual bonus program for officers for the 2 fiscal
years immediately preceding the fiscal year in which the termination date occurs (for
Mr. Dreiling, the bonus payment will be equal to 2 times his target bonus and will be
payable over 24 months in equal installments in accordance with our normal payroll cycles
and procedures).
• A lump sum payment equal to 2 times our annual contribution for the named executive
officer’s participation in our pharmacy, medical, dental and vision benefits program (in the
case of Mr. Dreiling, these benefits instead will be in the form of a continuation of these
benefits to Mr. Dreiling, his spouse and his eligible dependents to the extent covered
immediately prior to the employment termination, for 2 years from the termination date or,
if earlier, until he is or becomes eligible for comparable coverage under the group health
plans of a subsequent employer).
• Mr. Dreiling will receive a prorated bonus payment based on our performance for the fiscal
year, paid at the time bonuses are normally paid for that fiscal year.
• Outplacement services, at our expense, for 1 year or, if earlier, until other employment is
secured.
Note that any amounts owed to a named executive officer (other than Mr. Dreiling) in the
form of salary continuation that would otherwise have been paid during the 60 day period after the
named executive officer’s employment termination will instead be payable in a single lump sum as soon
as administratively practicable after the 60th day after such termination date and the remainder will be
paid in the form of salary continuation payments as set forth above.
Subject to any applicable prohibition on acceleration of payment under Section 409A of the
Internal Revenue Code of 1986, as amended (the ‘‘Code’’), we may, at any time and in our sole
discretion, elect to make a lump-sum payment of all these amounts (other than Mr. Dreiling’s
severance benefits, which shall be provided over 24 months), or all other earned but unpaid amounts
due as a result of this type of termination.
The named executive officer will forfeit any unpaid severance amounts upon a material breach
of any continuing obligation under the employment agreement or the release (the ‘‘Continuing
Obligations’’), which include:
• The named executive officer must maintain the confidentiality of, and refrain from disclosing
or using, our (a) trade secrets for any period of time as the information remains a trade
secret under applicable law and (b) confidential information for a period of 2 years following
the employment termination date.
• For a period of 2 years after the employment termination date, the named executive officer
may not accept or work in a ‘‘competitive position’’ within any state in which we maintain
stores at the time of his termination date or any state in which we have specific plans to
open stores within 6 months of that date. For this purpose, ‘‘competitive position’’ means any
employment, consulting, advisory, directorship, agency, promotional or independent
contractor arrangement between the named executive officer and any person engaged wholly
or in material part in the business in which we are engaged, including but not limited to
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