Dollar General 2013 Annual Report Download - page 56

restricted shares shall be automatically forfeited and cancelled. The pro-rata portion equals
a fraction (not to exceed one), the numerator of which is the number of calendar months
in the period encompassing the first day of fiscal 2012 and ending and including the last
day of fiscal 2014 (the ‘‘initial service period’’) during which Mr. Dreiling was continuously
in our employment and the denominator of which is the number of calendar months in the
initial service period. Mr. Dreiling will be deemed to be employed for a full calendar
month if his death or disability occurs after the 15th day of a calendar month.
• If such termination occurs after the last day of our 2014 fiscal year but before the date on
which achievement of the fiscal 2015 performance target has been determined, the portion
of the award that would have become vested had Mr. Dreiling remained employed with us
through such determination date will become vested and nonforfeitable as of the date of
his termination due to death or disability regardless of whether the fiscal 2015 financial
performance target has been achieved.
Other 2012 and 2013 Equity Awards. If any of the named executive officers’ employment with
us terminates due to death or disability:
• Stock Options. Any outstanding unvested stock option shall become immediately vested
and exercisable with respect to 100% of the shares subject to the option immediately prior
to such event, and he (or his survivor in the case of death) will have until the first
anniversary of the date of his termination of employment in which to exercise vested
options.
• Performance Share Units. Performance share units were awarded in fiscal 2012 (‘‘2012
PSUs’’) and fiscal 2013 (‘‘2013 PSUs’’).
✓If such termination occurs before January 31, 2014 for the 2013 PSUs, a pro-rated
portion (based on months employed during the 1 year performance period) of
one-third of the 2013 PSUs earned based on performance during the entire
performance period that have not previously become vested and nonforfeitable or
have not previously been forfeited shall become vested and nonforfeitable and
shall be paid once performance has been certified by the Compensation
Committee but in no event later than the 15th day of the third month following
the end of the performance period. If such termination occurs on or after
January 31, 2014 for the 2013 PSUs and before payment, the participant will
receive the one-third of the 2013 PSUs earned that are described above, without
proration.
✓If such termination occurs after March 20, 2013 for the 2012 PSUs or March 18,
2014 for the 2013 PSUs, any remaining earned but unvested performance share
units from such awards shall become vested and nonforfeitable as of the date of
such event and shall be paid within 30 days thereafter but in no event later than
the later of the 15th day of the third month following the end of such officer’s first
taxable year or Dollar General’s first taxable year in which the right to the
payment is no longer subject to a substantial risk of forfeiture. Otherwise, any
earned but unvested performance share units from such awards shall be forfeited
and cancelled on the date of the termination of employment.
• Restricted Stock Units. Any outstanding restricted stock unit will become fully vested and
nonforfeitable upon such death or disability and will be paid within 30 days following the
date of death or disability.
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