Dollar General 2013 Annual Report Download - page 60

and to the same extent that our Company would be required to perform if no such
succession had taken place;
• our failure to continue any significant compensation plan or benefit without replacing it
with a similar plan or a compensation equivalent (except, in the case of all named
executive officers other than Mr. Dreiling, for across-the-board changes or terminations
similarly affecting (1) at least 95% of all of our officers or (2) 100% of officers at the same
grade level; in the case of Mr. Dreiling, for across-the-board changes or terminations
similarly affecting at least 95% of all of our executives);
• relocation of our principal executive offices outside of the middle-Tennessee area or basing
(in the case of any named executive officer other than Mr. Dreiling, without mutual
consent) the officer anywhere other than our principal executive offices; or
• assignment of duties inconsistent, or the significant reduction of the title, powers and
functions associated, with the named executive officer’s position without his written
consent. For all named executive officers other than Mr. Dreiling, such acts will not
constitute good reason if it results from our restructuring or realignment of duties and
responsibilities for business reasons that leaves him at the same rate of base salary, annual
target bonus opportunity, and officer level and with similar responsibility levels or results
from his failure to meet pre-established and objective performance criteria.
No event (but in the case of Mr. Dreiling, no isolated, insubstantial and inadvertent event not
in bad faith) will constitute ‘‘good reason’’ if we cure the claimed event within 30 days (10 business
days in the case of Mr. Dreiling) after receiving notice from the named executive officer.
Voluntary Termination with Good Reason or After Failure to Renew the Employment Agreement.
If any named executive officer resigns with good reason, he will forfeit all then unvested options, all
then unvested performance-based restricted stock, all then unvested performance share units and all
then unvested restricted stock units held by that officer. Such officer generally may exercise any vested
options that were granted after 2011 up to 90 days following the resignation date and generally may
exercise any vested options that were granted prior to 2012 for the following periods from the
resignation date: 180 days (options granted to Mr. Dreiling on or before January 21, 2008) or 90 days
(options granted to Messrs. Dreiling and Flanigan prior to 2012 but after January 21, 2008).
In the event any named executive officer (other than Mr. Dreiling) resigns under the
circumstances described in (2) below, or in the event we fail to extend the term of Mr. Dreiling’s
employment as provided in (3) below, the relevant named executive officer’s equity will be treated as
described under ‘‘Voluntary Termination without Good Reason’’ below.
Additionally, if the named executive officer (1) resigns with good reason, or (2) in the case of
named executive officers other than Mr. Dreiling, resigns within 60 days of our failure to offer to
renew, extend or replace his employment agreement before, at or within 6 months after the end of the
agreement’s term (unless we enter into a mutually acceptable severance arrangement or the resignation
is a result of the named executive officer’s voluntary retirement or termination), or (3) in the case of
Mr. Dreiling, in the event we elect not to extend his term of employment by providing 60 days prior
written notice before the applicable extension date, then in each case the named executive officer will
receive the following benefits generally on or beginning on the 60th day after termination of
employment but contingent upon the execution and effectiveness of a release of certain claims against
us and our affiliates in the form attached to the employment agreement:
• For the named executive officers other than Mr. Dreiling, continuation of base salary, as in
effect immediately before the termination, for 24 months payable in accordance with our
normal payroll cycle and procedures. For Mr. Dreiling, a continuation of 2 times his annual
base salary, payable over 24 months in equal installments in accordance with our normal
payroll cycles and procedures. With the exception of Mr. Dreiling, the amount of any
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