Dollar General 2011 Annual Report Download - page 89

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(including, without limitation providing for payment of a cash amount to holders of outstanding
Awards), in each case as it deems reasonably necessary to address, on an equitable basis, the effect of
the applicable corporate event on the Plan and any outstanding Awards, and to the extent applicable,
without adverse tax consequences under Section 409A of the Code. Any such adjustment made or
action taken by the Committee in accordance with the preceding sentence shall be final and binding
upon holders of Awards and upon the Company.
9. Change in Control.
Notwithstanding Section 8 above, in the event of a Change in Control: (a) if determined by the
Committee in the applicable Award Agreement or otherwise determined by the Committee in its sole
discretion, any outstanding Awards then held by Participants which are unexercisable or otherwise
unvested or subject to lapse restrictions may automatically be deemed exercisable or otherwise vested
or no longer subject to lapse restrictions, as the case may be, as of immediately prior to such Change in
Control and (b) the Committee may, to the extent determined by the Committee to be permitted under
Section 409A of the Code, but shall not be obligated to: (i) cancel such Awards for fair value (as
determined in the sole discretion of the Committee) which, in the case of Stock Options and Stock
Appreciation Rights, may equal the excess, if any, of the value of the consideration (as determined in
the sole discretion of the Committee) to be paid in the Change in Control transaction to holders of the
same number of Shares subject to such Stock Options or Stock Appreciation Rights over the aggregate
exercise price of such Stock Options or the aggregate exercise price of such Stock Appreciation Rights,
as the case may be; (ii) provide for the issuance of substitute awards that will substantially preserve the
otherwise applicable terms and value of any affected Awards previously granted hereunder, as
determined by the Committee in its sole discretion; or (iii) provide that for a period of at least ten
business days prior to the Change in Control, any Stock Options or Stock Appreciation Rights shall be
exercisable, to the extent applicable, as to all Shares subject thereto and that upon the occurrence of
the Change in Control, such Awards shall terminate and be of no further force and effect. For the
avoidance of doubt, the Committee may apply any of the foregoing to any given outstanding Award or
group or type of Awards, and shall not be required to apply any of the foregoing uniformly to all
outstanding Awards.
10. Amendment and Termination
(a) The Committee shall have the authority to make such amendments to any terms and
conditions applicable to outstanding Awards as are consistent with this Plan, provided that no such
action shall modify any Award in a manner that adversely impacts, other than in a de minimis manner,
a Participant with respect to any outstanding Awards, other than pursuant to Sections 8, 9 or 10(c)
hereof, without the Participant’s consent, except as such modification is provided for or contemplated
in the terms of the Award or this Plan (including Section 4(a) above).
(b) The Board may amend, suspend or terminate the Plan, except that no such action,
other than an action under Sections 8, 9 or 10(c) hereof, may be taken which would, without
shareholder approval, increase the aggregate number of Shares available for Awards under the Plan,
decrease the exercise price of outstanding Stock Options or Stock Appreciation Rights, change the
requirements relating to the Committee, or extend the term of the Plan. However, no such Board
action shall adversely impact, other than in a de minimis manner, a Participant with respect to any
outstanding Awards, other than pursuant to Sections 8, 9 or 10(c) hereof, without the Participant’s
consent, except as otherwise contemplated in the terms of the Award or the Plan (including
Section 4(a) above).
(c) This Plan is intended to comply with Section 409A of the Code and will be interpreted
in a manner intended to comply with Section 409A of the Code. Notwithstanding anything herein to
the contrary, (i) if, at the time of the Participant’s termination of service with any Service Recipient,
the Participant is a ‘‘specified employee’’ as defined in Section 409A of the Code, and the deferral of
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