Dollar General 2011 Annual Report Download - page 87

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(ii) Notwithstanding anything to the contrary herein, certain Other Stock-Based
Awards granted under this Section 6(c) may be granted in a manner which is intended to qualify for
the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set
forth in Section 162(m)(4)(C) of the Code or any successor provision thereto (‘‘Performance-Based
Awards’’). A Participant’s Performance-Based Award shall be determined based on the attainment of
written performance goals approved by the Committee for a performance period established by the
Committee within the time period prescribed by Section 162(m) of the Code. The performance goals,
which must be objective, shall be based upon one or more of the following criteria: (a) net earnings or
net income (before or after taxes); (b) earnings per share; (c) net sales or revenue growth; (d) gross or
net operating profit; (e) return measures (including, but not limited to, return on assets, capital,
invested capital, equity, sales, or revenue); (f) cash flow (including, but not limited to, operating cash
flow, free cash flow, and cash flow return on capital); (g) earnings before or after taxes, interest,
depreciation, and/or amortization; (h) gross or operating margins; (i) productivity ratios; (j) share price
(including, but not limited to, growth measures and total shareholder return); (k) expense targets;
(l) margins; (m) operating efficiency; (n) customer satisfaction; (o) working capital targets;
(p) economic value added; (q) volume; (r) capital expenditures; (s) market share; (t) costs;
(u) regulatory ratings; (v) asset quality; (w) net worth; and (x) safety. The foregoing criteria may relate
to the Company, one or more of its Affiliates or one or more of its or their divisions or units, or any
combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or
more peer group companies or indices, or any combination thereof, all as the Committee shall
determine. In addition, to the degree consistent with Section 162(m) of the Code (or any successor
section thereto), the performance goals may be calculated without regard to extraordinary or
non-recurring items, as the Committee may determine in its sole discretion. The maximum amount of a
Performance-Based Award granted during a calendar year to any Participant shall be, with respect to
Performance-Based Awards that are denominated in Shares, 24 million. The Committee shall determine
whether, with respect to a performance period, the applicable performance goals have been met with
respect to a given Participant and, if they have, shall so certify and ascertain the amount of the
applicable Performance-Based Award. No Performance-Based Awards will be paid for such
performance period until such certification is made by the Committee. The amount of the
Performance-Based Award actually paid to a given Participant may be less than the amount determined
by the applicable performance goal formula, at the discretion of the Committee. The amount of the
Performance-Based Award determined by the Committee for a performance period shall be paid to the
Participant at such time as determined by the Committee in its sole discretion after the end of such
performance period; provided, however, that a Participant may, if and to the extent permitted by the
Committee and consistent with the provisions of Section 162(m) of the Code, elect to defer payment of
a Performance-Based Award.
(d) Dividend Equivalent Rights. The Committee may grant Dividend Equivalent Rights
either alone or in connection with the grant of an Award. A ‘‘Dividend Equivalent Right’’ shall be the
right to receive a payment in respect of one Share (whether or not subject to a Stock Option) equal to
the amount of any dividend paid in respect of one Share held by a shareholder in the Company;
provided, however, that the Company shall not grant any Dividend Equivalent Right in respect of any
unearned performance Shares. Each Dividend Equivalent Right shall be subject to such terms as the
Committee may determine.
7. Limitations and Conditions
(a) No Award may be granted under the Plan after the tenth anniversary of the Effective
Date, but Awards theretofore granted may extend beyond that date.
(b) Nothing contained herein shall affect the right of the Company or any other Service
Recipient to terminate any Participant’s employment or other service relationship at any time or for
any reason.
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