Dollar General 2011 Annual Report Download - page 91

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Appendix B
AMENDED AND RESTATED
DOLLAR GENERAL CORPORATION
ANNUAL INCENTIVE PLAN
This Amended and Restated Dollar General Corporation Annual Incentive Plan (the ‘‘Plan’’),
initially approved by the Board of Directors of Dollar General Corporation (the ‘‘Company’’) on
March 16, 2005 and adopted by the shareholders of the Company on May 24, 2005, as further amended
and approved by the shareholders of the Company on October 23, 2009, is hereby amended and
restated in its entirety, effective as of the date set forth in Section 9 of the Plan below, as follows:
SECTION 1
PURPOSE
The purpose of the Dollar General Corporation Annual Incentive Plan is to permit the
Company, through awards of annual incentive compensation that satisfy the requirements for
performance-based compensation under Section 162(m) of the Internal Revenue Code, to attract and
retain executives and to motivate these executives to promote the profitability and growth of the
Company.
SECTION 2
DEFINITIONS
‘‘Award’’ shall mean the amount granted to a Participant by the Committee for a Performance
Period.
‘‘Board’’ shall mean the Board of Directors of the Company or the successor thereto.
‘‘Code’’ shall mean the Internal Revenue Code of 1986, as amended.
‘‘Committee’’ shall mean the Compensation Committee of the Board or any subcommittee
thereof which meets the requirements of Section 162(m)(4)(C) of the Code.
‘‘Exchange Act’’ shall mean the Securities Exchange Act of 1934, as amended.
‘‘Executive’’ shall mean any ‘‘covered employee’’ (as defined in Section 162(m) of the Code),
any executive officer of the Company or its Subsidiaries and, in the discretion of the Committee, any
other employee of the Company or its Subsidiaries.
‘‘Participant’’ shall mean, for each Performance Period, each Executive who has been selected
by the Committee to participate in the Plan.
‘‘Performance Period’’ shall mean the Company’s fiscal year or any shorter or longer period
designated by the Committee (not to exceed five years) with respect to which an Award may be
granted.
‘‘Plan’’ shall mean this Amended and Restated Dollar General Corporation Annual Incentive
Plan, as amended from time to time.
‘‘Qualified Performance-Based Award’’ means an Award that is intended to qualify for the
Section 162(m) Exemption and is made subject to performance goals based on Qualified Performance
Measures.
‘‘Qualified Performance Measures’’ means one or more of the performance measures listed
below upon which performance goals for certain Qualified Performance-Based Awards may be
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