Dollar General 2011 Annual Report Download - page 64

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successor rule), ‘‘independent directors’’ within the meaning of NYSE listing standards, and ‘‘outside
directors’’ within the meaning of Section 162(m) (or any successor section). If at any time Dollar
General has not appointed such a committee, the Board itself may administer the plan. We refer to the
individuals administering the plan as the ‘‘Committee.’’ Subject to the terms of the plan, the Committee
may select participants to receive awards, determine the types, terms and conditions of awards, adopt
rules for the plan’s administration, and interpret plan provisions.
Shares of Common Stock Reserved for Issuance under the Plan. This proposal does not increase
the number of shares available for issuance under the plan. Subject to adjustment in connection with
certain significant corporate events, the maximum number of shares that may be issued under the plan
is 31,142,858. As of March 23, 2012, awards relating to 13,763,730 shares have been issued or are
subject to outstanding awards granted under the plan, and 17,379,128 shares remain available for
awards under the plan. As of March 23, 2012, the closing price per share of our common stock as
reported on the NYSE was $47.13.
The common stock issued or to be issued under the plan consists of authorized but unissued
shares or issued shares that we have reacquired. The issuance of shares or the payment of cash in
consideration of the substitution, cancellation or termination of an award will reduce the total number
of shares available under the plan to the extent of the number of shares subject to such substituted,
cancelled or terminated award, provided that shares subject to awards that are either repurchased by
Dollar General or withheld or tendered to satisfy tax withholding obligations, the exercise price of a
stock option or the purchase price for any other award will immediately become available for new
awards to be granted under the plan. In addition, if any shares covered by an award under the plan are
forfeited, or if an award expires unexercised, then the number of shares relating to such forfeited or
expired awards will, to the extent of any such forfeiture or expiration, immediately become available for
new awards to be granted under the plan.
Eligibility. Awards may be made under the plan to any of our employees, non-employee
members of our Board of Directors, any consultant or other person having a service relationship with
Dollar General and any of our subsidiaries and affiliates. On March 23, 2012, there were 9 executive
officers, 6 non-employee members of our Board of Directors, 1,473 employees and no consultants or
other service providers eligible to participate in the plan.
Stock Options and Stock Appreciation Rights. The plan permits the grant of stock options
intended to qualify as incentive stock options under the Internal Revenue Code as well as stock options
that do not qualify as incentive stock options.
The per share exercise price of a stock option may not be less than 100% of the fair market
value of one share of our common stock on the date of grant. The fair market value is generally
determined as the closing price of our common stock on the date of grant. In the case of shareholders
who own 10% or more of our outstanding common stock and who receive incentive stock options, the
per share exercise price may not be less than 110% of the fair market value of one share of our
common stock on the date of grant.
The Committee determines the term of each stock option, which may not exceed ten years
from the date of grant. If the grantee is a shareholder who owns 10% or more of our outstanding
common stock, a stock option intended to be an incentive stock option must expire five years following
the grant date. Subject to these limitations, the Committee determines the time or times each stock
option may be exercised, vesting requirements, and such other terms, conditions or restrictions on the
grant or exercise of the option as the Committee deems appropriate, including whether a participant
will receive dividend equivalent rights on vested stock options.
In general, a participant may pay the exercise price of a stock option in cash, through the
withholding of shares underlying the option, or, with the Committee’s consent, by delivering shares that
the participant has held for at least six months, or by a combination of these methods that complies
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