Dollar General 2012 Annual Report Download - page 57

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• our failure to continue any significant compensation plan or benefit without replacing it
with a similar plan or a compensation equivalent (except, in the case of all named
executive officers other than Mr. Dreiling, for across-the-board changes or terminations
similarly affecting (1) at least 95% of all of our officers or (2) 100% of officers at the same
grade level; in the case of Mr. Dreiling, for across-the-board changes or terminations
similarly affecting at least 95% of all of our executives);
• relocation of our principal executive offices outside of the middle-Tennessee area or basing
(without mutual consent) the officer anywhere other than our principal executive offices; or
• assignment of duties inconsistent, or the significant reduction of the title, powers and
functions associated, with the named executive officer’s position without his or her written
consent. For all named executive officers other than Mr. Dreiling, such acts will not
constitute good reason if it results from our restructuring or realignment of duties and
responsibilities for business reasons that leaves him or her at the same rate of base salary,
annual target bonus opportunity, and officer level and with similar responsibility levels or
results from his or her failure to meet pre-established and objective performance criteria.
No event (but in the case of Mr. Dreiling, no isolated, insubstantial and inadvertent event not
in bad faith) will constitute ‘‘good reason’’ if we cure the claimed event within 30 days (10 business
days in the case of Mr. Dreiling) after receiving notice from the named executive officer.
Voluntary Termination with Good Reason or After Failure to Renew the Employment Agreement.
If any named executive officer resigns with good reason, he or she will forfeit all then unvested options,
all then unvested performance-based restricted stock and all then unvested performance share units
held by that officer. He or she generally may exercise any vested options that were granted in 2012 up
to 90 days following the resignation date and generally may exercise any vested options that were
granted prior to 2012 (unless, with respect to Mr. Vasos we purchase such vested options in total at a
price equal to the fair market value of the underlying shares, less the aggregate exercise price) for the
following periods from the resignation date: 180 days (options granted to Mr. Dreiling on or before
January 21, 2008) or 90 days (options granted to Messrs. Dreiling and Vasos prior to 2012 but after
January 21, 2008).
In the event any named executive officer (other than Mr. Dreiling) resigns under the
circumstances described in (2) below, or in the event we fail to extend the term of Mr. Dreiling’s
employment as provided in (3) below, the relevant named executive officer’s equity will be treated as
described under ‘‘Voluntary Termination without Good Reason’’ below.
Additionally, if the named executive officer (1) resigns with good reason, or (2) in the case of
named executive officers other than Mr. Dreiling, resigns within 60 days of our failure to offer to
renew, extend or replace his or her employment agreement before, at or within 6 months after the end
of the agreement’s term (unless we enter into a mutually acceptable severance arrangement or the
resignation is a result of the named executive officer’s voluntary retirement or termination), or (3) in
the case of Mr. Dreiling, in the event we elect not to extend his term of employment by providing
60 days prior written notice before the applicable extension date, then in each case the named
executive officer will receive the following benefits generally on or beginning on the 60th day after
termination of employment but contingent upon the execution and effectiveness of a release of certain
claims against us and our affiliates in the form attached to the employment agreement:
• Continuation of base salary, as in effect immediately before the termination, for 24 months
payable in accordance with our normal payroll cycle and procedures.
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