Dollar General 2012 Annual Report Download - page 60

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For purposes of the equity awards granted in 2012, ‘‘cause’’ shall be as defined in the
applicable employment agreement or change-in-control agreement (in the absence of an employment
agreement) or, in the absence of either of such agreements, ‘‘cause’’ is defined materially consistent
with the definition set forth above.
Involuntary Termination for Cause. If the named executive officer is involuntarily terminated
for cause, he or she will forfeit all unvested equity grants and all vested but unexercised options.
Involuntary Termination without Cause. If any named executive officer is involuntarily
terminated without cause, he or she:
• Will forfeit all then unvested options, all then unvested performance-based restricted stock
and all unvested performance share units held by that officer.
• 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).
• Will receive the same severance payments and benefits, as described under ‘‘Voluntary
Termination with Good Reason or After Failure to Renew the Employment Agreement’’
above.
Payments After a Change in Control
Upon a change in control (as defined under each applicable governing document), regardless
of whether the named executive officer’s employment terminates:
• All time-vested options will vest and become immediately exercisable as to 100% of the
shares subject to such options immediately prior to a change in control.
• All performance-vested options will vest and become immediately exercisable as to 100%
of the shares subject to such options immediately prior to a change in control if, as a result
of the change in control, (x) investment funds affiliated with KKR realize a specified
internal rate of return on 100% of their aggregate investment, directly or indirectly, in our
equity securities (the ‘‘Sponsor Shares’’) and (y) the investment funds affiliated with KKR
earn a specified cash return on 100% of the Sponsor Shares; provided, however, that in the
event a change in control occurs in which more than 50% but less than 100% of our
common stock or other voting securities or the common stock or other voting securities of
Buck Holdings, L.P. is sold or otherwise disposed of, then the performance-vested options
will become vested up to the same percentage of Sponsor Shares on which investment
funds affiliated with KKR achieve a specified internal rate of return on their aggregate
investment and earn a specified return on their Sponsor Shares.
• If the change in control occurs prior to the completion of the applicable performance
period, all unvested performance share units that have not previously become vested and
nonforfeitable, or have not previously been forfeited, will immediately be deemed earned
at the target level and shall vest, become nonforfeitable and be paid upon the change in
control.
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