Dollar General 2011 Annual Report Download - page 52

Proxy
have been entitled to receive, if such termination had not occurred, for the fiscal year in which his
termination occurred.
For purposes of the named executive officers’ employment agreements, other than
Mr. Dreiling’s, ‘‘disability’’ means (1) the employee must be disabled for purposes of our long-term
disability insurance plan or (2) the employee has an inability to perform the duties under the
agreement in accordance with our expectations because of a medically determinable physical or mental
impairment that (x) can reasonably be expected to result in death or (y) has lasted or can reasonably
be expected to last longer than ninety (90) consecutive days. For purposes of Mr. Dreiling’s
employment agreement, ‘‘disability’’ means (1) he must be disabled for purposes of our long-term
disability insurance plan or for purposes of his portable long-term disability insurance policy, or (2) if
no such plan or policy is in effect or in the case of the plan, the plan is in effect but no longer applies
to him, he has an inability to perform the duties under the agreement in accordance with our
expectations because of a medically determinable physical or mental impairment that (x) can reasonably
be expected to result in death or (y) has lasted or can reasonably be expected to last longer than ninety
(90) consecutive days. For purposes of the CDP/SERP Plan, ‘‘disability’’ means total and permanent
disability for purposes of entitlement to Social Security disability benefits. For purposes of each named
executive officer’s stock option agreement(s), ‘‘disability’’ has the same definition as that which is set
forth in such officer’s employment agreement, or (for each named executive officer other than
Mr. Dreiling) in the absence of such an agreement or definition, ‘‘disability’’ shall be as defined in our
long-term disability plan.
Payments Upon Termination Due to Retirement
Retirement is not treated differently from any other voluntary termination without good reason
(as defined under the relevant agreements, as discussed below under ‘‘Payments Upon Voluntary
Termination’’) under any of our plans or agreements for named executive officers.
Payments Upon Voluntary Termination
The payments to be made to a named executive officer upon voluntary termination vary
depending upon whether he or she resigns with or without ‘‘good reason’’ or after our failure to offer
to renew, extend or replace his or her employment agreement under certain circumstances. ‘‘Good
reason’’ generally means (as more fully described in the applicable employment agreement):
• a reduction in base salary or target bonus level;
• our material breach of the employment agreement;
• 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 without his or her written
44