Dollar General 2012 Annual Report Download - page 52

Proxy
Nonqualified Deferred Compensation
Fiscal 2012
Information regarding each named executive officer’s participation in our CDP/SERP Plan is
included in the following table. The material terms of the CDP/SERP Plan are described after the
table. Please also see ‘‘Benefits and Perquisites’’ in ‘‘Compensation Discussion and Analysis’’ above. We
have omitted from this table the column pertaining to aggregate withdrawals/distributions during the
fiscal year because it is inapplicable.
Executive Registrant Aggregate Aggregate
Contributions Contributions Earnings Balance
in Last FY in Last FY in Last FY at Last FYE
Name ($)(1) ($)(2) ($)(3) ($)(4)
Mr. Dreiling 61,781 341,775 114,334 1,791,559
Mr. Tehle 33,857 133,448 134,440 1,405,253
Mr. Vasos 65,462 20,108 10,459 154,259
Ms. Lanigan 27,658 87,427 72,131 774,674
Mr. Sparks 2,526 2,526 3 5,055
(1) Of the amounts reported, the following are reported in the Summary Compensation Table as
‘‘Salary’’ for 2012: Mr. Dreiling ($61,781); Mr. Tehle ($33,857); Mr. Vasos ($65,462); Ms. Lanigan
($27,658); and Mr. Sparks ($2,526).
(2) Reported as ‘‘All Other Compensation’’ in the Summary Compensation Table.
(3) The amounts shown are not reported in the Summary Compensation Table because they do not
represent above-market or preferential earnings.
(4) Of the amounts reported, the following were previously reported as compensation to the named
executive officer for years prior to 2012 in a Summary Compensation Table: Mr. Dreiling
($1,114,862); Mr. Tehle ($976,276); Mr. Vasos ($56,608); and Ms. Lanigan ($195,474).
Pursuant to the CDP, each named executive officer may annually elect to defer up to 65% of
base salary if his or her compensation exceeds the limit set forth in Section 401(a)(17) of the Internal
Revenue Code, and up to 100% of bonus pay if his or her compensation equals or exceeds the highly
compensated limit under Section 414(q)(1)(B) of the Internal Revenue Code. We currently match base
pay deferrals at a rate of 100%, up to 5% of annual salary, with annual salary offset by the amount of
match-eligible salary under the 401(k) plan. All named executive officers are 100% vested in all
compensation and matching deferrals and earnings on those deferrals.
Pursuant to the SERP, we make an annual contribution equal to a certain percentage of a
participant’s annual salary and bonus to all participants who are actively employed in an eligible job
grade on January 1 and continue to be employed as of December 31 of a given year. Persons hired
after May 27, 2008 (the ‘‘Eligibility Freeze Date’’), including Messrs. Vasos and Sparks, are not eligible
to participate in the SERP. The contribution percentage is based on age, years of service and job grade.
The fiscal 2012 contribution percentage for each eligible named executive officer was 9.5% for each of
Messrs. Dreiling and Mr. Tehle and 7.5% for Ms. Lanigan.
As a result of our 2007 merger, which constituted a change-in-control under the CDP/SERP
Plan, all previously unvested SERP amounts vested on July 6, 2007. For newly eligible SERP
participants after July 6, 2007 but prior to the Eligibility Freeze Date, SERP amounts vest at the earlier
of the participant’s attainment of age 50 or the participant’s being credited with 10 or more ‘‘years of
service’’, or upon termination of employment due to death or ‘‘total and permanent disability’’ or upon
a ‘‘change-in-control’’, all as defined in the CDP/SERP Plan. See ‘‘Potential Payments upon
Termination or Change in Control as of February 1, 2013—Payments After a Change in Control’’ below
for a general description of our change in control arrangements.
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