Dollar General 2012 Annual Report Download - page 56

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remained employed with us shall remain outstanding for a period of 1 year following the
retirement date and shall become vested and exercisable on the anniversary of the grant
date that falls within the 1 year period following the retirement date (but only to the
extent such portion has not otherwise terminated or become exercisable). However, if
during such 1 year period there occurs a Change in Control or the officer dies or incurs a
disability, such portion shall instead become immediately vested and exercisable (but only
to the extent such portion has not otherwise terminated). Otherwise, any option which is
unvested and unexercisable as of the officer’s termination of employment shall immediately
expire without payment. The officer may exercise the option to the extent vested and
exercisable any time prior to the 5th anniversary of the retirement date, but no later than
the 10th anniversary of the grant date.
• If such termination due to retirement 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 retirement occurs after March 21, 2013 but prior to the 2nd anniversary of the grant
date, the portion of any earned but unvested performance share units that would have
become vested had such officer remained employed through the 2nd anniversary of the
grant date (one-third of earned performance share units) shall become vested and
nonforfeitable and shall be paid on the date of such retirement. If such retirement occurs
after the 2nd anniversary of the grant date but prior to the 3rd anniversary of the grant date,
the portion of any earned but unvested performance share units that would have become
vested had such officer remained employed through the 3rd anniversary of the grant date
(one-third of earned performance share units) shall become vested and nonforfeitable and
shall be paid on the date of such retirement. Otherwise, any earned but unvested
performance share units shall be forfeited and cancelled on the retirement date.
For purposes of each named executive officer’s agreements governing stock options and
performance share units granted in 2012, ‘‘retirement’’ means such officer’s voluntary termination of
employment with us on or after reaching the minimum age of 62 and achieving 5 consecutive years of
service, but only if (1) the sum of such officer’s age plus years of service (counting whole years only)
equals at least 70 and (2) there is no basis for us to terminate the officer for cause (as defined under
the applicable agreement) at the time of his or her voluntary termination.
Payments Upon Voluntary Termination
The payments to be made to a named executive officer upon voluntary termination vary
depending upon whether he or she resigns with or without ‘‘good reason’’ or after our failure to offer
to renew, extend or replace his or her employment agreement under certain circumstances. ‘‘Good
reason’’ generally means (as more fully described in the applicable employment agreement):
• a reduction in base salary or target bonus level;
• our material breach of the employment agreement;
• the failure of any successor to all or substantially all of our business and/or assets to
expressly assume and agree to perform the employment agreement in the same manner
and to the same extent that our Company would be required to perform if no such
succession had taken place;
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