Dollar General 2012 Annual Report Download - page 59

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• For a period of 2 years after the employment termination date, the named executive officer
may not actively recruit or induce any of our exempt employees (exempt executives, in the
case of Mr. Dreiling) to cease employment with us.
• For a period of 2 years after the employment termination date, the named executive officer
may not solicit or communicate with any person who has a business relationship with us
and with whom the named executive officer had contact while employed by us, if that
contact would likely interfere with our business relationships or result in an unfair
competitive advantage over us.
Voluntary Termination without Good Reason. If the named executive officer resigns without
good reason, he or she will forfeit all then unvested options, all vested but unexercised options that
were granted prior to 2012, all then unvested performance-based restricted stock, and all then unvested
performance share units. The named executive officer generally may exercise any vested options that
were granted in 2012 up to 90 days following the resignation date.
Payments Upon Involuntary Termination
The payments to be made to a named executive officer upon involuntary termination vary
depending upon whether termination is with or without ‘‘cause’’. ‘‘Cause’’ generally means (as more
fully described in the applicable employment agreement):
• Attendance at work in a state of intoxication or being found in possession of any
prohibited drug or substance which would amount to a criminal offense;
• Assault or other act of violence;
• For Mr. Dreiling, any act (other than a de minimis act) of fraud or dishonesty in
connection with the performance of his duties. For each other named executive officer, any
act involving fraud or dishonesty, or any material act of misconduct relating to the
performance of the executive’s duties;
• Any material breach of any securities or other law or regulation or any Dollar General
policy governing securities trading or inappropriate disclosure or ‘‘tipping’’ relating to any
stock, security and investment;
• Any activity or public statement, other than as required by law, that prejudices Dollar
General or our affiliates (specifically including, for Mr. Dreiling, any limited partner of any
parent entity of Dollar General) or reduces our or our affiliates’ good name and standing
or would bring Dollar General or its affiliates into public contempt or ridicule; or
• Conviction of, or plea of guilty or nolo contendere to, any felony whatsoever or any
misdemeanor that would preclude employment under our hiring policy.
For purposes of Mr. Tehle, Mr. Vasos, Ms. Lanigan and Mr. Sparks, ‘‘cause’’ also means (as
more fully described in the applicable employment agreement):
• Willful or repeated refusal or failure substantially to perform his or her material
obligations and duties under his or her employment agreement or those reasonably
directed by his or her supervisor, our CEO and/or the Board (except in connection with a
Disability); or
• Any material violation of our Code of Business Conduct and Ethics.
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