Dollar General 2012 Annual Report Download - page 54

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• If such termination occurs after the last day of our 2014 fiscal year but before the date on
which achievement of the fiscal 2015 performance target has been determined, the portion
of the award that would have become vested had Mr. Dreiling remained employed with us
through such determination date will become vested and nonforfeitable as of the date of
his termination due to death or disability regardless of whether the fiscal 2015 financial
performance target has been achieved.
2012 Equity Awards. If any of the named executive officers’ employment with us terminates
due to death or disability:
• Any unvested stock option granted that had not otherwise earlier terminated shall become
immediately vested and exercisable with respect to 100% of the shares subject to the
option immediately prior to such event and he or she (or his or her survivor in the case of
death) will have until the first anniversary of the date of his or her termination of
employment in which to exercise the option.
• If such termination due to death or disability occurs before February 1, 2013, a pro-rated
portion (based on months employed during the 1 year performance period) of one-third of
any performance share units earned based on performance during the entire performance
period that have not previously become vested and nonforfeitable or have not previously
been forfeited shall become vested and nonforfeitable and shall be paid once performance
has been certified by the Compensation Committee but in no event later than the 15th day
of the third month following the end of the performance period. If such termination occurs
on or after February 1, 2013 and before payment, the participant will receive the one-third
of the performance share units earned that are described above, without proration.
• If such termination due to death or disability occurs after March 21, 2013, any earned but
unvested performance share units shall become vested and nonforfeitable as of the date of
such event and shall be paid within 30 days thereafter but in no event later than the later
of the 15th day of the third month following the end of such officer’s first taxable year or
Dollar General’s first taxable year in which the right to the payment is no longer subject to
a substantial risk of forfeiture. Otherwise, any earned but unvested performance share units
shall be forfeited and cancelled on the date of the termination of employment.
Pre-2012 Equity Awards. If Mr. Vasos’s employment with us terminates due to death or
disability, the portion of performance-based options that would have become exercisable in respect of
the fiscal year in which his employment terminates if he had remained employed with us through that
date will remain outstanding through the date we determine whether the applicable performance
targets are met for that fiscal year. If such performance targets are met, such portion of the
performance-based options will become exercisable on such performance-vesting determination date.
Otherwise, such portion will be forfeited. In addition, the portion of Mr. Vasos’s time-based options
that would have become exercisable on the next scheduled vesting date if Mr. Vasos had remained
employed with us through that date will become vested and exercisable.
Except with respect to the options granted to Mr. Dreiling in April 2010, all otherwise
unvested options will be forfeited, and vested options generally may be exercised (by the employee’s
survivor in the case of death) for a period of 1 year from the service termination date.
The options granted to Mr. Dreiling in April 2010 are fully vested, and such vested options
generally may be exercised (by his survivor in the case of death) for a period of 1 year from service
termination, but are not subject to our right to purchase such vested options.
Other Payments. In the event of death, each named executive officer’s beneficiary will receive
payments under our group life insurance program in an amount, up to a maximum of $3 million, equal
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