Dollar General 2013 Annual Report Download - page 55

As a result of our 2007 merger, which constituted a change in control under the CDP/SERP
Plan, all previously unvested SERP amounts vested on July 6, 2007. For newly eligible SERP
participants after July 6, 2007 but prior to the Eligibility Freeze Date, SERP amounts vest at the earlier
of the participant’s attainment of age 50 or the participant’s being credited with 10 or more ‘‘years of
service,’’ or upon termination of employment due to death or ‘‘total and permanent disability’’ or upon
a ‘‘change in control,’’ all as defined in the CDP/SERP Plan. See ‘‘Potential Payments upon
Termination or Change in Control as of January 31, 2014—Payments After a Change in Control’’ below
for a general description of our change in control arrangements.
The amounts deferred or contributed to the CDP/SERP Plan are credited to a liability account,
which is then invested at the participant’s option in an account that mirrors the performance of a fund
or funds selected by the Compensation Committee or its delegate. Beginning on August 2, 2008, these
funds are identical to the funds offered in our 401(k) Plan.
A participant who ceases employment with at least 10 years of service or after reaching age 50
and whose CDP account balance or SERP account balance exceeds $25,000 may elect for that account
balance to be paid in cash by (a) lump sum, (b) monthly installments over a 5, 10 or 15-year period or
(c) a combination of lump sum and installments. Otherwise, payment is made in a lump sum. The
vested amount will be payable at the time designated by the Plan upon the participant’s termination of
employment. A participant’s CDP/SERP benefit normally is payable in the following February if
employment ceases during the first 6 months of a calendar year or is payable in the following August if
employment ceases during the last 6 months of a calendar year. However, participants may elect to
receive an in-service lump sum distribution of vested amounts credited to the CDP account, provided
that the date of distribution is no sooner than 5 years after the end of the year in which the amounts
were deferred. In addition, a participant who is actively employed may request an ‘‘unforeseeable
emergency hardship’’ in-service lump sum distribution of vested amounts credited to the participant’s
CDP account. Account balances are payable in cash.
As a result of our 2007 merger, the CDP/SERP Plan liabilities through July 6, 2007 were fully
funded into an irrevocable rabbi trust. We also funded into the rabbi trust deferrals into the CDP/
SERP Plan between July 6, 2007 and October 15, 2007. All CDP/SERP Plan liabilities incurred on or
after October 15, 2007 are unfunded.
Potential Payments upon Termination or Change in Control
Our employment agreements with our named executive officers, the award agreements for our
equity awards, and certain plans and programs offered to or in which our named executive officers
participate provide for benefits or payments to the officers upon certain termination of employment or
change in control events. These benefits and payments are discussed below except to the extent a
benefit or payment is available generally to all salaried employees and does not discriminate in favor of
our executive officers.
Payments Upon Termination Due to Death or Disability
Mr. Dreiling’s 2012 Performance-Based Restricted Stock. If Mr. Dreiling’s employment with us
terminates due to his death or disability, all or a portion of his performance-based restricted stock may
vest, unless previously vested or forfeited, depending upon the timing of his termination due to death
or disability:
• If such termination occurs prior to the date on which achievement of the fiscal 2014
performance target has been determined, and only if such financial performance target is
actually achieved, then a pro-rata portion of the award that would have become vested had
he remained employed with us through such determination date will become vested and
nonforfeitable on such determination date and all remaining unvested performance-based
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