Dollar General 2012 Annual Report Download - page 55

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to 2.5 times the named executive officer’s annual base salary, rounded to the next highest $1,000. We
have excluded from the tables below amounts that the named executive officer would receive under our
disability insurance program since the same benefit level is provided to all of our salaried employees.
The named executive officer’s CDP/SERP Plan benefit also becomes fully vested (to the extent not
already vested) upon his or her death and is payable in a lump sum within 60 days after the end of the
calendar quarter in which the death occurs.
In the event of disability, each named executive officer’s CDP/SERP Plan benefit becomes fully
vested (to the extent not already vested) and is payable in a lump sum within 60 days after the end of
the calendar quarter in which we receive notification of the disability determination by the Social
Security Administration.
In the event Mr. Dreiling’s employment terminates due to disability, he will also be entitled to
receive any incentive bonus accrued for any of our previously completed fiscal years but unpaid as of
his termination date, as well as a lump sum cash payment, payable at the time annual bonuses are paid
to our other executives, equal to a pro rata portion of his annual incentive bonus, if any, that he would
have been entitled to receive, if such termination had not occurred, for the fiscal year in which his
termination occurred.
‘‘Disability’’ Definitions. For purposes of the named executive officers’ employment
agreements, other than Mr. Dreiling’s, ‘‘disability’’ means (1) disabled for purposes of our long-term
disability insurance plan or (2) an inability to perform the duties under the agreement in accordance
with our expectations because of a medically determinable physical or mental impairment that (x) can
reasonably be expected to result in death or (y) has lasted or can reasonably be expected to last longer
than 90 consecutive days. For purposes of Mr. Dreiling’s employment agreement, ‘‘disability’’ means
(1) disabled for purposes of our long-term disability insurance plan or for purposes of his portable
long-term disability insurance policy, or (2) if no such plan or policy is in effect or in the case of the
plan, the plan is in effect but no longer applies to him, an inability to perform the duties under the
agreement in accordance with our expectations because of a medically determinable physical or mental
impairment that (x) can reasonably be expected to result in death or (y) has lasted or can reasonably
be expected to last longer than 90 consecutive days. For purposes of the CDP/SERP Plan, ‘‘disability’’
means total and permanent disability for purposes of entitlement to Social Security disability benefits.
For purposes of each named executive officer’s agreement(s) governing stock options granted prior to
2012, ‘‘disability’’ has the same definition as that which is set forth in such officer’s employment
agreement, or (for each named executive officer other than Mr. Dreiling) in the absence of such an
agreement or definition, ‘‘disability’’ shall be as defined in our long-term disability plan. For purposes
of each named executive officer’s agreement(s) governing stock options and performance share units
and Mr. Dreiling’s agreement governing performance share units, in each case granted in 2012,
‘‘disability’’ has the same definition as that set forth in such officer’s employment agreement, or in the
absence of an agreement, ‘‘disability’’ shall be as defined in any change-in-control agreement between
the officer and Dollar General, or in the absence of any such agreement, as defined in our long-term
disability plan.
Payments Upon Termination Due to Retirement
Except as provided immediately below with respect to stock options and performance share
units awarded in 2012, retirement is not treated differently from any other voluntary termination
without good reason (as defined under the relevant agreements, as discussed below under ‘‘Payments
Upon Voluntary Termination’’) under any of our plans or agreements for named executive officers.
In the event of the retirement of any of the named executive officers:
• The portion of the stock option granted in 2012 that would have become vested and
exercisable within the 1 year period following the retirement date if such officer had
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