Dollar General 2013 Annual Report Download - page 59

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 retirement occurs after March 20, 2013 for the 2012 PSUs or March 18,
2014 for the 2013 PSUs, but prior to the 2nd anniversary of the grant date, the
remaining portion of any earned but unvested performance share units from such
awards that would have become vested had such officer remained employed
through the 2nd anniversary of the grant date (one-third of earned performance
share units) shall become vested and nonforfeitable and shall be paid on the date
of such retirement. If such retirement occurs after the 2nd anniversary of the grant
date but prior to the 3rd anniversary of the grant date, the remaining portion of
any earned but unvested performance share units from such awards that would
have become vested had such officer remained employed through the
3rd anniversary of the grant date (one-third of earned performance share units)
shall become vested and nonforfeitable and shall be paid on the date of such
retirement. Otherwise, any earned but unvested performance share units from
such awards shall be forfeited and cancelled on the retirement date.
• Restricted Stock Units. The one-third of the outstanding restricted stock units that would
have become vested and nonforfeitable on the next immediately following vesting date if
such officer had remained employed through such date will become vested and
nonforfeitable upon such retirement (provided that if the retirement occurs on a vesting
date no accelerated vesting will occur, but rather the officer shall be entitled only to the
portion of the restricted stock units that were scheduled to vest on such vesting date), and
will be paid 6 months and 1 day following the date of termination of employment due to
retirement.
For purposes of each named executive officer’s agreements governing stock options and
performance share units granted after 2011, ‘‘retirement’’ means such officer’s voluntary termination of
employment with us on or after reaching the minimum age of 62 and achieving 5 consecutive years of
service, but only if (1) the sum of such officer’s age plus years of service (counting whole years only)
equals at least 70 and (2) there is no basis for us to terminate the officer for cause (as defined under
the applicable agreement) at the time of his voluntary termination. For purposes of each named
executive officer’s agreement governing restricted stock units granted after 2011, ‘‘retirement’’ means
such officer’s voluntary termination of employment with us on or after reaching the minimum age of 62
and achieving 5 consecutive years of service, but only if (1) the sum of such officer’s age plus years of
service (counting whole years only) equals at least 70, (2) there is no basis for us to terminate the
officer for cause (as defined under the applicable agreement) at the time of his voluntary termination,
and (3) the termination also constitutes a ‘‘separation from service’’ within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended.
Payments Upon Voluntary Termination
The payments to be made to a named executive officer upon voluntary termination vary
depending upon whether he resigns with or without ‘‘good reason’’ or after our failure to offer to
renew, extend or replace his employment agreement under certain circumstances. ‘‘Good reason’’
generally means (as more fully described in the applicable employment agreement):
• a reduction in the officer’s base salary or target bonus level;
• our material breach of the employment agreement;
• the failure of any successor to all or substantially all of our business and/or assets to
expressly assume and agree to perform the employment agreement in the same manner
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