Dollar General 2013 Annual Report Download - page 61

payment or entitlement to payment of the base salary continuation shall be forfeited or, if
paid, subject to recovery if and to the extent that the named executive officer earns any
base salary as a result of subsequent employment during the 24 months after his
termination date.
• A lump sum payment equal to 2 times the average percentage of the named executive
officer’s target bonus paid or to be paid to employees at the same job grade level as the
named executive officer (if any) under the annual bonus program for officers for the 2
fiscal years immediately preceding the fiscal year in which the termination date occurs (for
Mr. Dreiling, the bonus payment will equal 2 times his target bonus and will be payable
over 24 months in equal installments in accordance with our normal payroll cycles and
procedures).
• A lump sum payment equal to 2 times our annual contribution for the named executive
officer’s participation in our pharmacy, medical, dental and vision benefits program (in the
case of Mr. Dreiling, these benefits instead will be in the form of a continuation of these
benefits to him and his spouse and eligible dependents to the extent covered immediately
prior to the employment termination, for 2 years from the termination date or, if earlier,
until he is or becomes eligible for comparable coverage under the group health plans of a
subsequent employer).
• Mr. Dreiling will receive a prorated bonus payment based on our performance for the
fiscal year, paid at the time bonuses are normally paid for that fiscal year.
• Reasonable outplacement services for 1 year or, if earlier, until other employment is
secured.
Note that any amounts owed to a named executive officer (other than Mr. Dreiling) in the
form of salary continuation that would otherwise have been paid during the 60 day period after his
employment termination will instead be payable in a single lump sum as soon as administratively
practicable after the 60th day after such termination date and the remainder will be paid in the form of
salary continuation payments as set forth above.
The named executive officer will forfeit any unpaid severance amounts upon a material breach
of any continuing obligation under the employment agreement or the release (the ‘‘Continuing
Obligations’’), which include:
• The named executive officer must maintain the confidentiality of, and refrain from
disclosing or using, our (a) trade secrets for any period of time as the information remains
a trade secret under applicable law and (b) confidential information for a period of 2 years
following the employment termination date.
• For a period of 2 years after the employment termination date, the named executive officer
may not accept or work in a ‘‘competitive position’’ within any state in which we maintain
stores at the time of his termination date or any state in which we have specific plans to
open stores within 6 months of that date. For this purpose, ‘‘competitive position’’ means
any employment, consulting, advisory, directorship, agency, promotional or independent
contractor arrangement between the named executive officer and any person engaged
wholly or in material part in the business in which we are engaged, including but not
limited to Wal-Mart, Sam’s Club, Target, Costco, K-Mart, Big Lots, BJ’s Wholesale Club,
Walgreens, Rite-Aid, CVS, Family Dollar Stores, Fred’s, the 99 Cents Stores, Casey’s
General Stores, Inc., Circle K, 7-11 Stores, Pantry, Inc. and Dollar Tree Stores (Sam’s
Club, Big Lots, Walgreens, Rite-Aid, CVS, Circle K and 7-11 Stores are not specifically
listed in Mr. Dreiling’s employment agreement), or any person then planning to enter the
discount consumable basics retail business, if the named executive officer is required to
perform services for that person or entity which are substantially similar to those he
provided or directed at any time while employed by us.
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