Dollar General 2011 Annual Report Download - page 90

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the commencement of any payments or benefits otherwise payable hereunder as a result of such
termination of service is necessary in order to prevent the imposition of any accelerated or additional
tax under Section 409A of the Code, then the Company will defer the commencement of the payment
of any such payments or benefits hereunder (without any reduction in such payments or benefits
ultimately paid or provided to the Participant) until the date that is six months and one day following
the Participant’s termination of service with all Service Recipients (or the earliest date as is permitted
under Section 409A of the Code), if such payment or benefit is payable upon a termination of service
and (ii) if any other payments of money or other benefits due to the Participant hereunder would cause
the application of an accelerated or additional tax under Section 409A of the Code, such payments or
other benefits shall be deferred, if deferral will make such payment or other benefits compliant under
Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the
extent possible, in a manner, reasonably determined by the Board in consultation with the Participant,
that does not cause such an accelerated or additional tax or result in an additional cost to the
Company (without any reduction in such payments or benefits ultimately paid or provided to the
Participant). Each payment made under the Plan shall be designated as a ‘‘separate payment’’ within
the meaning of Section 409A of the Code and all references to ‘‘termination of employment’’ or
‘‘termination of service’’ shall be deemed to refer to a ‘‘separation from service’’ within the meaning of
Section 409A of the Code.
(d) The Committee shall specify in, or in respect of, any Award granted hereunder on or
subsequent to the Effective Date, that as a condition of receiving payment of such Award, the
Participant’s rights, payments, and benefits with respect to such Award shall be subject to any
reduction, cancellation, forfeiture or recoupment, in whole or in part, upon the occurrence of certain
specified events, as may be required by the Securities and Exchange Commission or any applicable
national exchange, law, rule or regulation.
11. Governing Law; International Participants
(a) This Plan shall be governed by and construed in accordance with the laws of the State
of Delaware applicable therein.
(b) With respect to Participants who reside or work outside the United States of America,
the Committee may, in its sole discretion, amend the terms of the Plan or awards with respect to such
Participants in order to conform such terms with the requirements of local law or to obtain more
favorable tax or other treatment for a Participant, the Company or any other Service Recipient.
12. Transfers and Leaves of Absence
For purposes of the Plan, unless the Committee determines otherwise: (a) a transfer of a
Participant’s employment without an intervening period of separation among the Company and any
other Service Recipient shall not be deemed a termination of employment, and (b) a Participant who is
granted in writing a leave of absence or who is entitled to a statutory leave of absence shall be deemed
to have remained in the employ of the Company (and other Service Recipient) during such leave of
absence.
13. Withholding Taxes
The Company shall have the right to deduct from any payment made under the Plan any
federal, state or local income or other taxes required by law to be withheld with respect to such
payment. It shall be a condition to the obligation of the Company to deliver Shares upon the exercise
of a Stock Option that the Participant pays to the Company such amount as may be requested by the
Company for the purpose of satisfying any liability for such withholding taxes.
14. Effectiveness of the Plan
This Plan as amended and restated shall be effective on the date on which the Company’s
shareholders approve the Plan (the ‘‘Effective Date’’).
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