Dollar General 2013 Annual Report Download - page 48

non-disclosure, non-competition, non-solicitation and non-interference that we require in our
employment agreements. A change in control, by itself, does not trigger any severance provision
applicable to our named executive officers, except for the provisions related to long-term equity
incentives under our Amended and Restated 2007 Stock Incentive Plan.
Considerations Associated with Regulatory Requirements
Section 162(m) generally disallows a tax deduction to any publicly held corporation for
individual compensation over $1 million paid in any taxable year to each of the persons who were, at
the end of the fiscal year, Dollar General’s CEO or one of the other named executive officers (other
than our CFO). Section 162(m) specifically exempts certain performance-based compensation from the
deduction limit.
If our Compensation Committee determines that our shareholders’ interests are best served by
the implementation of compensation policies that are affected by Section 162(m), our policies will not
restrict the Committee from exercising discretion to approve compensation packages even though that
flexibility may result in certain non-deductible compensation expenses.
We believe that our Amended and Restated 2007 Stock Incentive Plan currently satisfies the
requirements of Section 162(m), so that compensation expense realized in connection with stock
options and stock appreciation rights, if any, and in connection with performance-based restricted stock
and restricted stock unit awards, if any, can be deductible. However, restricted stock or restricted stock
units granted to executive officers that solely vest over time are not ‘‘performance-based compensation’’
under Section 162(m), so that compensation expense realized in connection with those time-vested
awards to executive officers covered by Section 162(m) will not be deductible by Dollar General.
In addition, any salary, signing bonuses or other annual compensation paid or imputed to the
executive officers covered by Section 162(m) that causes non-performance-based compensation to
exceed the $1 million limit will not be deductible by Dollar General. However, we believe that our
Amended and Restated Annual Incentive Plan currently satisfies the requirements of Section 162(m),
so that compensation expense realized in connection with short-term incentive payments under our
Teamshare program, if any, will be deductible.
The Committee administers our executive compensation program with the good faith intention
of complying with Section 409A of the Internal Revenue Code, which relates to the taxation of
nonqualified deferred compensation arrangements.
Compensation Committee Report
The Compensation Committee of our Board of Directors reviewed and discussed with
management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K
and, based on such review and discussions, the Compensation Committee recommended to the Board
that the Compensation Discussion and Analysis be included in this document.
This report has been furnished by the members of the Compensation Committee:
• Warren F. Bryant, Chairman
• Patricia D. Fili-Krushel
• William C. Rhodes, III
The above Compensation Committee Report does not constitute soliciting material and should not
be deemed filed or incorporated by reference into any other Dollar General filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent Dollar General specifically incorporates
this report by reference therein.
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