Dollar General 2012 Annual Report Download - page 62
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Proxy
For purposes of the treatment of equity discussed above, a change in control generally means
(as more fully described in the Amended and Restated 2007 Stock Incentive Plan):
• the sale or disposition in one or a series of related transactions of all or substantially all of
our assets to any person (or group of persons acting in concert), other than to us or our
affiliates;
• any person (or group of persons acting in concert), other than us or our affiliates, directly
or indirectly acquires more than 50% of the total voting power of our voting stock or of
the voting stock of any entity that controls us, including by way of merger, consolidation,
tender or exchange offer or otherwise;
• a reorganization, recapitalization, merger or consolidation involving our Company unless
securities representing 50% or more of the combined voting power of the then outstanding
voting securities are held after the transaction by the beneficial owners of our voting
securities immediately prior to the transaction; or
• if a majority of our Board members at the beginning of any consecutive 24-month period
are replaced within that period without the approval of at least a majority of our Board
members who either served as directors at the beginning of the period or whose election or
nomination for election was previously so approved.
The following table reflects potential payments to each of our named executive officers in
various termination and change in control scenarios based on compensation, benefit, and equity levels
in effect on, and assuming the scenario was effective as of, February 1, 2013. For stock valuations, we
have used the closing price of our stock on the NYSE on February 1, 2013 ($46.28). The table reports
only amounts that are increased, accelerated or otherwise paid or owed as a result of the applicable
scenario and, as a result, excludes equity awards and CDP/SERP Plan benefits that had vested prior to
the event and earned but unpaid base salary through the employment termination date. The table also
excludes any amounts that are available generally to all salaried employees and do not discriminate in
favor of our executive officers. The amounts shown are merely estimates. We cannot determine actual
amounts to be paid until a termination or change in control scenario occurs.
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