Dollar General 2011 Annual Report Download - page 85

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entitled to rely upon the advice, opinions or valuations of any such persons. No member of the
Committee, nor employee or representative of the Company shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or the Awards, and all such
members of the Committee, employees and representatives shall be fully protected and indemnified to
the greatest extent permitted by applicable law by the Company with respect to any such action,
determination or interpretation.
5. Eligibility
The Committee may from time to time make Awards under the Plan to such Employees, or
other persons having a relationship with the Company or any other Service Recipient, and in such form
and having such terms, conditions and limitations as the Committee may determine. The terms,
conditions and limitations of each Award under the Plan shall be set forth in an Award Agreement, in
a form approved by the Committee, consistent, however, with the terms of the Plan.
6. Awards
From time to time, the Committee will determine the forms and amounts of Awards for
Participants. Such Awards may take the following forms in the Committee’s sole discretion:
(a) Stock Options.
(i) Stock Options. These are options to purchase Common Stock (‘‘Stock
Options’’). At the time of Award the Committee shall determine, and shall include in the Award
Agreement, the option exercise period, the option exercise price, vesting requirements, and such other
terms, conditions or restrictions on the grant or exercise of the option as the Committee deems
appropriate including, without limitation, the right to receive dividend equivalent payments on vested
options. Notwithstanding the foregoing, the exercise price per Share of a Stock Option shall in no event
be less than the Fair Market Value on the date the Stock Option is granted (subject to later adjustment
pursuant to Sections 8 and 9 hereof). In addition to other restrictions contained in the Plan, a Stock
Option granted under this Section 6(a) may not be exercised more than 10 years after the date it is
granted. Payment of the Stock Option exercise price shall be made (i) in cash, (ii) with the consent of
the Committee, in Shares (any such Shares valued at Fair Market Value on the date of exercise) that
the Participant has held for at least six months (or such other period of time as may be required by the
Company’s accountants), (iii) through the withholding of Shares (any such Shares valued at Fair Market
Value on the date of exercise) otherwise issuable upon the exercise of the Stock Option in a manner
that is compliant with applicable law, or (iv) a combination of the foregoing methods, in each such case
in accordance with the terms of the Plan, the Award Agreement and of any applicable guidelines of the
Committee in effect at the time.
(ii) ISOs. The Committee may grant Stock Options under the Plan that are
intended to be ISOs. Such ISOs shall comply with the requirements of Section 422 of the Code (or any
successor section thereto). No ISO may be granted to any Participant who at the time of such grant,
owns more than ten percent of the total combined voting power of all classes of stock of the Company
or of any Subsidiary, unless (i) the option exercise price for such ISO is at least 110% of the Fair
Market Value of a Share on the date the ISO is granted and (ii) the date on which such ISO
terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO
is granted. Any Participant who disposes of Shares acquired upon the exercise of an ISO either
(i) within two years after the date of grant of such ISO or (ii) within one year after the transfer of such
Shares to the Participant, shall notify the Company of such disposition and of the amount realized
upon such disposition. All Stock Options granted under the Plan are intended to be nonqualified stock
options, unless the applicable Award agreement expressly states that the Stock Option is intended to be
an ISO. If a Stock Option is intended to be an ISO, and if for any reason such Option (or portion
thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Stock Option (or
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