Dollar General 2011 Annual Report Download - page 55

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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’’. ‘‘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
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. Vasos and Ms. Lanigan, ‘‘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.
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.
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 her or she
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 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 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 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
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