Dollar General 2011 Annual Report Download - page 76

Proxy
select the plan’s participants, to determine amounts of awards under the plan and to make all other
determinations with respect to the plan. The CNG Committee may terminate or amend the plan at any
time. However, any amendment that would require shareholder approval pursuant to Section 162(m),
the NYSE listing rules, or any other applicable law, rule or regulation will not be effective without
shareholder approval. No amendment or termination of the plan shall adversely affect a participant’s
rights to or interest in an award granted prior to the date of the amendment without the participant’s
written consent.
What kind of benefits will be paid under the Annual Incentive Plan?
The amount that would be paid in the future or would have been paid for the last completed
fiscal year to any particular person or group under the plan is not currently determinable. Information
regarding our recent practices with respect to annual incentive awards under the Annual Incentive Plan
is presented in the ‘‘Summary Compensation Table.’’ In recent years, the CNG Committee has selected
EBITDA-based and ROIC performance measures upon which to base the performance goals in
connection with the Annual Incentive Plan. The CNG Committee has again selected such performance
measures for 2012. In addition, the CNG Committee has determined that no executive officer is eligible
to receive an award under the plan in 2012 unless that officer receives a satisfactory performance rating
when evaluated against his or her individual performance goals. See ‘‘Use of Performance Evaluations’’
in Compensation Discussion & Analysis.
When is the Annual Incentive Plan effective?
The Amended and Restated Dollar General Annual Incentive Plan was initially approved by
our Board of Directors on March 16, 2005 and adopted by our shareholders on May 24, 2005. It was
further amended and approved by our shareholders on October 23, 2009. The amendments included in
the proposed amended and restated Annual Incentive Plan being voted on at the annual meeting will
be effective on June 1, 2012 if approved by shareholders.
What does the Board recommend?
Our Board of Directors unanimously recommends that shareholders vote FOR approval and
adoption of the Annual Incentive Plan, in the form attached as Appendix B, and of the material terms
of the performance measures under the plan.
68