Dollar General 2011 Annual Report Download - page 65

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with the terms of the 2007 Stock Incentive Plan, the stock option agreement, and any applicable
Committee guidelines in effect at the time. When a participant is permitted to pay the exercise price in
shares held for at least six months, the participant may, subject to procedures accepted by the
Committee, satisfy the delivery requirement by presenting proof that the participant beneficially owns
sufficient shares to pay the exercise price, in which case we will treat the stock option as exercised. We
will then withhold from the shares acquired upon exercise the number of shares to be delivered in
payment of the exercise price, subject to our actual receipt of such shares beneficially owned by the
participant.
Any participant who disposes of shares acquired upon the exercise of an incentive stock option
either within two years after the date of grant of the incentive stock option or within one year after the
exercise of the incentive stock option must notify Dollar General of such disposition and of the amount
realized upon the disposition.
The plan permits the Committee to grant stock appreciation rights, either independent of or in
connection with stock options. A stock appreciation right entitles the participant to receive an amount
equal to the product of (i) the excess of the fair market value of one share of our common stock on
the date of exercise over the exercise price of the stock appreciation right, multiplied by (ii) the
number of shares covered by the stock appreciation right. The exercise price per share of a stock
appreciation right granted independent of a stock option may not be less than the fair market value of
one share of our common stock on the date of grant. The per share exercise price of a stock
appreciation right granted in connection with a stock option will be the per share exercise price of the
related stock option. The exercise of a stock appreciation right granted in connection with a stock
option shall cause a reduction in the number of shares subject to the stock option equal to the number
of shares with respect to which the stock appreciation right is exercised. Conversely, the exercise of a
related stock option shall cause a reduction in the number of shares subject to the stock appreciation
right equal to the number of shares with respect to which the related option is exercised. A participant
may pay the exercise price of a stock appreciation right in shares, in cash, or in a combination of shares
and cash, all as the Committee shall determine. The Committee will also determine the other terms of
any stock appreciation right.
No amendment or modification may be made to an outstanding stock option or stock
appreciation right if it would be treated as a repricing under the rules of the stock exchange on which
the shares of our common stock are listed (currently the NYSE), including replacement with cash or
another award type, without the prior approval of our shareholders.
Unless the Committee provides otherwise, stock options and stock appreciation rights granted
under the plan may not be sold, transferred, pledged or assigned other than by will or under applicable
laws of descent and distribution.
Subject to adjustment in connection with certain significant corporate events, the maximum
number of shares of our common stock that can be awarded in the form of stock options and stock
appreciation rights under the plan to any participant is 4.5 million per fiscal year.
Other Stock-Based Awards. The Committee may also grant or sell to participants:
• unrestricted shares;
• restricted shares; and
• awards that are valued by reference to the fair market value, or a number of shares, of our
common stock, awards that are otherwise based on the fair market value, or a number of
shares, of our common stock, and awards that are payable in the form of shares of our
common stock (which may include, without limitation, restricted stock units, performance
shares, performance share units, and bonus stock).
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