Dollar General 2013 Annual Report Download - page 58

plan, the plan is in effect but no longer applies to him, an inability to perform the duties under the
agreement in accordance with our expectations because of a medically determinable physical or mental
impairment that (x) can reasonably be expected to result in death or (y) has lasted or can reasonably
be expected to last longer than 90 consecutive days.
For purposes of the CDP/SERP Plan, ‘‘disability’’ means total and permanent disability for
purposes of entitlement to Social Security disability benefits.
For purposes of each applicable named executive officer’s agreement(s) governing stock options
granted prior to 2012, ‘‘disability’’ has the same definition as that which is set forth in such officer’s
employment agreement, or (for each named executive officer other than Mr. Dreiling) in the absence
of such an agreement or definition, ‘‘disability’’ shall be as defined in our long-term disability plan.
For purposes of each named executive officer’s agreement(s) governing stock options and
performance share units and Mr. Dreiling’s agreement governing performance-based restricted stock, in
each case granted after 2011, ‘‘disability’’ has the same definition as that set forth in such officer’s
employment agreement, or in the absence of an agreement, ‘‘disability’’ shall be as defined in any
change-in-control agreement between the officer and Dollar General, or in the absence of any such
agreement, as defined in our long-term disability plan. For purposes of each named executive officer’s
agreement governing restricted stock units granted after 2011, ‘‘disability’’ has the meaning as provided
under Section 409A(a)(2)(C)(i) of the Internal Revenue Code of 1986, as amended.
Payments Upon Termination Due to Retirement
Except as provided immediately below with respect to stock options, performance share units
and restricted stock units awarded after 2011, retirement is not treated differently from any other
voluntary termination without good reason (as defined under the relevant agreements, as discussed
below under ‘‘Payments Upon Voluntary Termination’’) under any of our plans or agreements for
named executive officers.
In the event of the retirement of any of the named executive officers:
• Stock Options. The portion of the stock options granted after 2011 that would have
become vested and exercisable within the 1 year period following the retirement date if
such officer had remained employed with us shall remain outstanding for a period of
1 year following the retirement date and shall become vested and exercisable on the
anniversary of the grant date that falls within the 1 year period following the retirement
date (but only to the extent such portion has not otherwise terminated or become
exercisable). However, if during such 1 year period there occurs a Change in Control or
the officer dies or incurs a disability, such portion shall instead become immediately vested
and exercisable (but only to the extent such portion has not otherwise terminated).
Otherwise, any option which is unvested and unexercisable as of the officer’s termination
of employment shall immediately expire without payment. The officer may exercise the
option to the extent vested and exercisable any time prior to the 5th anniversary of the
retirement date, but no later than the 10th anniversary of the grant date.
• Performance Share Units.
✓If such retirement 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 retirement occurs on or after
46
Proxy