Dollar General 2011 Annual Report Download - page 84

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3. Shares Subject to the Plan
Subject to adjustment as provided for in Sections 8 and 9, the total number of Shares which
may be issued under the Plan is 31,142,858, no more than 4,500,000 of which shall be available for
grant to any one Participant in the form of Stock Options and Stock Appreciation Rights in any given
fiscal year of the Company, and no more than 1,500,000 of which shall be available for grant to any
one Participant in the form of Other Stock-Based Awards in any given fiscal year of the Company. The
Shares may consist, in whole or in part, of unissued Shares or issued but reacquired Shares. The
issuance of Shares or the payment of cash in consideration of the substitution, cancellation or
termination of an Award shall 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,
however, that Shares subject to Awards that are (i) repurchased by the Company or (ii) withheld or
tendered to satisfy (x) tax withholding obligations, (y) the exercise price of any Stock Option(s) or
(z) the purchase price for any other Award, shall in all events immediately become available for new
Awards to be granted under the Plan. Shares related to Awards or portions of Awards that are
forfeited or that expire unexercised shall also immediately become available for new Awards to be
granted under the Plan.
4. Administration of Plan
(a) The Plan shall be administered by the (i) Committee, which may delegate its duties
and powers in whole or in part to any subcommittee thereof consisting solely of at least two individuals
who are intended to qualify as ‘‘Non-Employee Directors’’ within the meaning of Rule 16b-3 under the
Exchange Act (or any successor rule thereto), ‘‘independent directors’’ within the meaning of the New
York Stock Exchange’s listed company rules and ‘‘outside directors’’ within the meaning of
Section 162(m) of the Code (or any successor section thereto), or (ii) Board acting on behalf of the
Committee, in each case to the extent permitted by applicable law. The Committee may adopt its own
rules of procedure, and action of a majority of the members of the Committee taken at a meeting, or
action taken without a meeting by unanimous written consent, shall constitute action by the Committee.
Subject to Section 10 of the Plan, the Committee shall have the power and authority to administer,
construe and interpret the Plan, to make rules for carrying it out and to make changes in such rules,
and to make any other determinations that it deems necessary or desirable for the administration of
the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency
in the Plan and any Award Agreement in the manner and to the extent the Committee deems
necessary or desirable. Any such interpretations, rules, and administration shall be consistent with the
basic purposes of the Plan. The Committee shall have the full power and authority to establish the
terms and conditions of any Award consistent with the provisions of the Plan and to waive any such
terms and conditions at any time (including, without limitation, accelerating or waiving any vesting
conditions). At the time an Award is made or amended in accordance with the terms of the Plan, or
the terms or conditions of an Award are changed in accordance with the terms of the Plan or the
Award Agreement, the Committee may provide for limitations or conditions on such Award. Any
decision of the Committee (including a duly authorized subcommittee thereof) in the interpretation and
administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall
be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and
their beneficiaries or successors).
(b) Subject to the limitations imposed under Section 7(h) below, Awards may, in the
discretion of the Committee, be made under the Plan in assumption of, or in substitution for,
outstanding awards previously granted by the Company or its Affiliates or a company acquired by the
Company or with which the Company combines.
(c) The Committee may employ counsel, consultants, accountants, appraisers, brokers or
other persons. The Committee, the Company, and the officers and directors of the Company shall be
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