Dollar General 2011 Annual Report Download - page 53

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consent. For all named executive officers other than Mr. Dreiling, such acts will not
constitute good reason if it results from our restructuring or realignment of duties and
responsibilities for business reasons that leaves him or her at the same rate of base salary,
annual target bonus opportunity, and officer level and with similar responsibility levels or
results from his or her failure to meet pre-established and objective performance criteria.
No event (but in the case of Mr. Dreiling, no isolated, insubstantial and inadvertent event not
in bad faith) will constitute ‘‘good reason’’ if we cure the claimed event within 30 days (10 business
days in the case of Mr. Dreiling) after receiving notice from the named executive officer.
Voluntary Termination with Good Reason or After Failure to Renew the Employment Agreement.
If any named executive officer resigns with good reason, all then unvested option grants held by that
officer will be forfeited. Unless we purchase any then vested options in total at a price equal to the fair
market value of the shares underlying the vested options, less the aggregate exercise price, the named
executive officer generally may exercise vested options for the following periods from the termination
date: 180 days in the case of options granted to Mr. Dreiling, Mr. Tehle, Ms. Guion and Ms. Lanigan
on or before January 21, 2008; or 90 days in the case of options granted to Messrs. Dreiling and Vasos
after January 21, 2008. We do not have a repurchase, or call, right with respect to the option granted
to Mr. Dreiling in April 2010 and the shares underlying such option.
In the event any named executive officer (other than Mr. Dreiling) resigns under the
circumstances described in (2) below, or in the event we fail to extend the term of Mr. Dreiling’s
employment as provided in (3) below, the relevant named executive officer’s equity will be treated as
described under ‘‘Voluntary Termination without Good Reason’’ below.
Additionally, if the named executive officer (1) resigns with good reason, or (2) in the case of
named executive officers other than Mr. Dreiling, resigns within 60 days of our failure to offer to
renew, extend or replace his or her employment agreement before, at or within 6 months after the end
of the agreement’s term (unless we enter into a mutually acceptable severance arrangement or the
resignation is a result of the named executive officer’s voluntary retirement or termination), or (3) in
the case of Mr. Dreiling, in the event we elect not to extend his term of employment by providing
60 days prior written notice before the applicable extension date, then in each case the named
executive officer will receive the following benefits generally on or beginning on the 60th day after
termination of employment but contingent upon the execution and effectiveness of a release of certain
claims against us and our affiliates in the form attached to the 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 equal 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 him and his spouse and 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).
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