Dollar General 2011 Annual Report Download - page 81

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Appendix A
AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN
FOR KEY EMPLOYEES OF DOLLAR GENERAL CORPORATION
AND ITS AFFILIATES
This Amended and Restated 2007 Stock Incentive Plan for Key Employees of Dollar General
Corporation and its Affiliates (the ‘‘Plan’’) is effective as provided in Section 14 herein.
WHEREAS, the Board of Directors of Dollar General Corporation initially approved the 2007
Stock Incentive Plan for Key Employees of Dollar General Corporation and its Affiliates as of July 6,
2007, and the Board subsequently amended such plan on May 29, 2008, and the shareholders approved
an amended and restated plan on October 23, 2009; and
WHEREAS, the Plan is hereby amended and restated in its entirety as follows:
1. Purpose of Plan
The Plan is designed:
(a) to promote the long term financial interests and growth of Dollar General Corporation
(the ‘‘Company’’) and its Subsidiaries by attracting and retaining management and other personnel and
key service providers with the training, experience and ability to enable them to make a substantial
contribution to the success of the Company’s business;
(b) to motivate management personnel by means of growth-related incentives to achieve
long range goals; and
(c) to further the alignment of interests of Participants with those of the shareholders of
the Company through opportunities for increased stock or stock-based ownership in the Company.
2. Definitions
As used in the Plan, the following words shall have the following meanings:
(a) ‘‘Affiliate’’ means with respect to any Person, any entity directly or indirectly
controlling, controlled by or under common control with such Person.
(b) ‘‘Award’’ means an award made to a Participant pursuant to the Plan and described in
Section 6, including, without limitation, an award of a Stock Option, Stock Appreciation Right, Other
Stock-Based Award or Dividend Equivalent Right (as such terms are defined in Section 6), or any
combination of the foregoing.
(c) ‘‘Award Agreement’’ means an agreement between the Company and a Participant that
sets forth the terms, conditions and limitations applicable to an Award.
(d) ‘‘Beneficial Owner’’ means a ‘‘beneficial owner’’, as such term is defined in Rule 13d-3
under the Exchange Act (or any successor rule thereto).
(e) ‘‘Board’’ means the Board of Directors of the Company.
(f) ‘‘Change in Control’’ is defined either under clause (1) or (2) below:
(1) for as long as investment funds affiliated with Kohlberg Kravis
Roberts & Co. L.P. (together the ‘‘Sponsors’’) and its Affiliates hold the ability to elect (or cause to be
elected) a majority of the members of the Board, a ‘‘Change in Control’’ shall occur upon, whether in
one or a series of related transactions, (i) the sale of all or substantially all of the assets of Buck
Holdings, L.P. or the Company and its subsidiaries to any Person (or group of Persons acting in
concert), other than to (x) the Sponsors or their Affiliates or (y) any employee benefit plan (or trust
forming a part thereof) maintained by the Company, the Sponsors or their respective Affiliates or other
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