Dollar General 2010 Annual Report Download - page 61

Proxy
parent entity of Dollar General) or reduces our or our affiliates’ good name and standing or
would bring Dollar General or its affiliates into public contempt or ridicule; or
• Conviction of, or plea of guilty or nolo contendere to, any felony whatsoever or any
misdemeanor that would preclude employment under our hiring policy.
For purposes of Mr. Tehle, Ms. Guion, Mr. Flanigan and Mr. Ravener, ‘‘cause’’ also means:
• Willful or repeated refusal or failure substantially to perform his or her material obligations
and duties under his or her employment agreement or those reasonably directed by his or
her supervisor, our CEO and/or the Board (except in connection with a Disability); or
• Any material violation of our Code of Business Conduct and Ethics (or the equivalent code
in place at that time).
For purposes of determining treatment of a named executive officer’s Rollover Options,
‘‘cause’’ means, to the extent that our Compensation Committee determines that it is directly and
materially harmful to our business or reputation:
• A felony conviction or the failure to contest prosecution of a felony; or
• Willful misconduct or dishonesty.
Involuntary Termination for Cause. If the named executive officer is involuntarily terminated
for cause, he or she will forfeit all unvested equity grants, as well as all vested but unexercised options.
However, we may repurchase any Rollover Options, that by their terms do not terminate immediately
upon a termination for cause, at a per share price equal to the lesser of (x) Base Price over the per
share exercise price of these options and (y) the fair market value of one of our shares underlying
these options over the per share exercise price of these options.
Involuntary Termination without Cause. If the named executive officer is involuntarily
terminated without cause, the named executive officer’s equity grants will be treated, and the named
executive officer will receive the same severance payments and benefits, as described under ‘‘Voluntary
Termination with Good Reason or After Failure to Renew the Employment Agreement’’ above.
Payments After a Change in Control
Upon a change in control (as defined under each applicable governing document), regardless
of whether the named executive officer’s employment terminates:
• Under the 2007 Stock Incentive Plan, (1) all time-vested options will vest and become
immediately exercisable as to 100% of the shares of common stock subject to such options
immediately prior to a change in control and (2) all performance-vested options will vest and
become immediately exercisable as to 100% of the shares of common stock subject to such
options immediately prior to a change in control if, as a result of the change in control,
(x) investment funds affiliated with KKR realize a specified internal rate of return on 100%
of their aggregate investment, directly or indirectly, in our equity securities (the ‘‘Sponsor
Shares’’) and (y) the investment funds affiliated with KKR earn a specified cash return on
100% of the Sponsor Shares; provided, however, that in the event that a change in control
occurs in which more than 50% but less than 100% of our common stock or other voting
securities or the common stock or other voting securities of Buck Holdings, L.P. is sold or
otherwise disposed of, then the performance-vested options will become vested up to the
same percentage of Sponsor Shares on which investment funds affiliated with KKR achieve a
specified internal rate of return on their aggregate investment and earn a specified return on
their Sponsor Shares.
• All CDP/SERP Plan benefits will become fully vested (to the extent not already vested).
53