Dollar General 2013 Annual Report Download - page 168
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(d) Changes in Internal Control Over Financial Reporting. There have been no changes during the
quarter ended January 31, 2014 in our internal control over financial reporting (as defined in Exchange
Act Rule 13a-15(f)) that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
On March 18, 2014, each of Messrs. Dreiling, Vasos, Tehle, Flanigan and Ravener entered into an
amendment to his existing employment agreement (each, an ‘‘Amendment to Employment Agreement’’)
with the Company to (1) eliminate the right to receive a gross-up payment on any excise tax imposed
under Section 280G of the Internal Revenue Code of 1986, as amended; and (2) provide for capped
payments (taking into consideration all payments covered by Section 280G of the Internal Revenue
Code) of $1 less than the amount that would trigger the excise tax under Section 280G of the Internal
Revenue Code unless the relevant officer’s after-tax benefit would be at least $50,000 more than it
would be without the payments being capped, in which case, the payments will not be capped (with the
officer, not the Company paying the excise tax). Each officer, other than Mr. Dreiling, will only have
the right to such uncapped payments if such officer signs a release of claims against the Company in
the form attached to his employment agreement.
Except as described herein, all other terms of such officers’ existing employment agreements with
the Company and other previously disclosed compensatory arrangements remain in full force and
effect.
The foregoing description of each Amendment to Employment Agreement is not a complete
summary of the terms of each such document, and reference is made to the complete text of each such
document attached hereto as Exhibits 10.26, 10.32, 10.34, 10.39 and 10.45 and incorporated by
reference herein.
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10-K