Dollar General 2010 Annual Report Download - page 60

Proxy
Wal-Mart, Sam’s Club, Target, Costco, K-Mart, Big Lots, BJ’s Wholesale Club, Walgreens,
Rite-Aid, CVS, Family Dollar Stores, Fred’s, the 99 Cents Stores, and Dollar Tree Stores
(and, with respect to Mr. Dreiling, Casey’s General Stores and The Pantry, Inc. Sam’s Club,
Big Lots, Walgreens, Rite-Aid and CVS are not specifically listed in Mr. Dreiling’s
employment agreement), or any person then planning to enter the deep discount consumable
basics retail business, if the named executive officer is required to perform services for that
person which are substantially similar to those he or she provided or directed at any time
while employed by us.
• For a period of 2 years after the employment termination date, the named executive officer
may not actively recruit or induce any of our exempt employees (exempt executives in the
case of Mr. Dreiling) to cease employment with us.
• For a period of 2 years after the employment termination date, the named executive officer
may not solicit or communicate with any person who has a business relationship with us and
with whom the named executive officer had contact while employed by us, if that contact
would likely interfere with our business relationships or result in an unfair competitive
advantage over us.
• The named executive officer may not engage in any communications to persons outside
Dollar General which disparages Dollar General or interferes with our existing or
prospective business relationships.
Voluntary Termination without Good Reason. If the named executive officer resigns without
good reason, he or she will forfeit all unvested equity grants and all vested but unexercised options
(other than Rollover Options). Rollover Options are fully exercisable and generally may be exercised
for 3 months from the termination date unless they expire earlier or unless we repurchase them, on a
per share basis, at a per share price equal to the lesser of (1) the fair market value of one of our
shares, minus the per share exercise price of a Rollover Option or (2) the sum of (x) $8.75 per share
(the ‘‘Base Price’’) plus (y) the applicable percentage (e.g., 20% for each anniversary of July 6, 2007) of
the excess of the fair market value of one of our shares over the per share Base Price, minus (z) the
per share exercise price of a Rollover Option.
Payments Upon Involuntary Termination
The payments to be made to a named executive officer upon involuntary termination vary
depending upon whether termination is with or without ‘‘cause’’. For purposes of each named executive
officer, ‘‘cause’’ generally means (as more fully described in the applicable employment agreement):
• Attendance at work in a state of intoxication or in possession of any prohibited drug or
substance which would amount to a criminal offense;
• Assault or other act of violence;
• Any act (other than a de minimis act) involving fraud or dishonesty relating to the
performance of the executive’s duties (for Mr. Dreiling, in connection with the performance
of his duties);
• Any material breach of any securities or other law or regulation or any Dollar General policy
governing securities trading or inappropriate disclosure or ‘‘tipping’’ relating to any stock,
security and investment;
• Any activity or public statement, other than as required by law, that prejudices Dollar
General or our affiliates (specifically including, for Mr. Dreiling, any limited partner of any
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