Dollar General 2011 Annual Report Download - page 83

Proxy
(i) ‘‘Common Stock’’ or ‘‘Share’’ means the common stock, par value $0.875 per share, of
the Company, which may be authorized but unissued, or issued and reacquired.
(j) ‘‘Employee’’ means a person, including an officer, in the regular employment of the
Company or any other Service Recipient who, in the opinion of the Committee, has or is expected to
have involvement in the management, growth or protection of some part or all of the business of the
Company or any other Service Recipient.
(k) ‘‘Exchange Act’’ means the Securities Exchange Act of 1934, as amended.
(l) ‘‘Fair Market Value’’ means, on a per Share basis, the fair market value of the Common
Stock on any given date determined as follows: (i) if there is a public market for the Shares on such
date, the closing trading price of the Shares as reported on such date on the Composite Tape of the
principal national securities exchange on which such Shares are listed or admitted to trading, or (ii) if
there is no public market for the Shares on such date, the Fair Market Value shall be the fair market
value of the Shares as determined reasonably and in good faith by the Board, which shall not take into
account any minority interest discount or discount for the imposition of transfer restrictions.
(m) ‘‘ISO’’ means a Stock Option that is also an incentive stock option granted pursuant to
Section 6(a)(ii) of the Plan.
(n) ‘‘Management Stockholder’s Agreement’’ means that certain Management Stockholder’s
Agreement between the applicable Participant and the Company.
(o) ‘‘Other Stock-Based Awards’’ means Other Stock-Based Awards granted pursuant to
Section 6(c) of the Plan.
(p) ‘‘Participant’’ means an Employee, non-employee member of the Board, consultant or
other person having a service relationship with the Company or any other Service Recipient, to whom
one or more Awards have been made and remain outstanding.
(q) ‘‘Performance-Based Awards’’ shall have the meaning set forth in Section 6(c) of the
Plan.
(r) ‘‘Person’’ means ‘‘person,’’ as such term is used for purposes of Section 13(d) or 14(d)
of the Exchange Act.
(s) ‘‘Public Offering’’ means any registered public offering of the Common Stock on the
New York Stock Exchange or the Nasdaq National Market or other nationally recognized stock
exchange or listing system.
(t) ‘‘Service Recipient’’ means the Company, any Subsidiary of the Company, or any
Affiliate of the Company that satisfies the definition of ‘‘service recipient’’ within the meaning
ofTreasury Regulation Section 1.409A-1(g) (or any successor regulation), with respect to which the
person is a ‘‘service provider’’ (within the meaning of Treasury Regulation Section 1.409A-1(f) (or any
successor regulation).
(u) ‘‘Stock Appreciation Rights’’ means Stock Appreciation Rights granted under
Section 6(b) of the Plan.
(v) ‘‘Stock Options’’ means Stock Options granted pursuant to Section 6(a) of the Plan.
(w) ‘‘Subsidiary’’ means any corporation or other entity in an unbroken chain of
corporations or other entities beginning with the Company if each of the corporations or other entities,
or group of commonly controlled corporations or other entities, other than the last corporation or
other entity in the unbroken chain then owns stock or other equity interests possessing 50% or more of
the total combined voting power of all classes of stock or other equity interests in one of the other
corporations or other entities in such chain.
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