Dollar General 2011 Annual Report Download - page 51

Proxy
Potential Payments upon Termination or Change in Control as of February 3, 2012
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, and assuming the scenario was effective as of, February 3, 2012. For stock valuations, we have used
the closing price of our stock on the NYSE on February 3, 2012 ($41.94). The tables report only
amounts that are increased, accelerated or otherwise paid or owed as a result of the applicable scenario
and, as a result, exclude options and CDP/SERP Plan benefits that had vested prior to the event and
earned but unpaid base salary through the employment termination date. The tables also exclude any
amounts that are available generally to all salaried employees and do not discriminate in favor of our
executive officers. The amounts shown are merely estimates. We cannot determine actual amounts to
be paid until a termination or change in control scenario occurs.
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 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 such performance targets are met, such portion of the performance-based
options will become exercisable on such performance-vesting determination date. Otherwise,
such portion will be forfeited.
• Except with respect to the options granted to Mr. Dreiling in April 2010, 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 from the service termination
date unless we purchase such vested options in total at the fair market value of the shares
underlying the vested options less the aggregate exercise price of the vested options. The
options granted to Mr. Dreiling in April 2010 are fully vested, and such vested options
generally may be exercised (by his survivor in the case of death) for a period of 1 year from
service termination, but are not subject to our right to purchase such 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 death occurs.
In the event of disability, each named executive officer’s CDP/SERP Plan benefit becomes fully
vested (to the extent not already vested) and is payable in a lump sum within 60 days after the end of
the calendar quarter in which we receive notification of the disability determination by the Social
Security Administration.
In the event Mr. Dreiling’s employment terminates due to disability, he will also be entitled to
receive any incentive bonus accrued for any of our previously completed fiscal years but unpaid as of
his termination date, as well as a lump sum cash payment, payable at the time annual bonuses are paid
to our other executives, equal to a pro rata portion of his annual incentive bonus, if any, that he would
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