Dollar General 2011 Annual Report Download - page 93

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SECTION 3
ADMINISTRATION
The Plan shall be administered by the Committee, which shall have full authority to interpret
the Plan, to establish rules and regulations relating to the operation of the Plan, to select Participants,
to determine the maximum Awards and the amounts of any Awards and to make all determinations
and take all other actions necessary or appropriate for the proper administration of the Plan. The
Committee’s interpretation of the Plan, and all actions taken within the scope of its authority, shall be
final and binding on the Company, its shareholders and Participants, Executives, former Executives and
their respective successors and assigns. No member of the Committee shall be eligible to participate in
the Plan.
SECTION 4
DETERMINATION OF AWARDS
(a) Prior to the beginning of each Performance Period, or at such later time as may be
permitted by applicable provisions of the Code (which, in the case of any Qualified Performance-Based
Award, currently is not later than the earlier of (i) 90 days after the beginning of the period of service
to which the performance goal(s) relate or (ii) the first 25% of the period of service), the Committee
shall establish: (1) the Executives or class of Executives who will be Participants in the Plan; (2) for
each Participant a maximum Award, which shall not exceed the Section 162(m) Cash Maximum; and
(3) the performance goal(s) and Qualified Performance Measure(s) applicable to, and the method for
computing the amount payable upon achievement of such performance goal(s) in connection with, any
Qualified Performance-Based Award. The Qualified Performance Measures 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) (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.
(b) Following the end of each Performance Period, and before any payments are made
under the Plan, the Committee shall certify in writing the satisfaction of the performance goal(s) for
any Qualified Performance Measure(s) applicable to any Qualified Performance-Based Award in a
manner intended to satisfy the requirements of Section 162(m).
(c) The Committee may reduce or eliminate the Award granted to any Participant based
on factors determined by the Committee, including but not limited to, performance against budgeted
financial goals and the Participant’s personal performance, provided, however, that any such reduction
or elimination shall not operate to increase a Qualified Performance-Based Award, or amount payable
thereunder, to any Participant who is an Executive. The Committee may not increase a Qualified
Performance-Based Award, or amount payable thereunder, granted to a Participant who is an
Executive.
SECTION 5
PAYMENT OF AWARDS
Each Participant shall be eligible to receive payment of the Award in cash, as soon as
practicable after the amount of such Participant’s Award for a Performance Period has been
determined, but in no event later than the 15th day of the third calendar month following the end of
the fiscal year in respect of which such Awards were earned. Subject to the provisions of Section 8(g)
hereof, payment of the award may be deferred in accordance with a written election by the Participant
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