Dollar General 2013 Annual Report Download - page 63

For purposes of the equity awards granted after 2011, ‘‘cause’’ shall be as defined in the
applicable employment agreement or change-in-control agreement (in the absence of an employment
agreement) or, in the absence of either of such agreements, ‘‘cause’’ is defined materially consistent
with the definition set forth above.
Involuntary Termination for Cause. If the named executive officer is involuntarily terminated
for cause, he will forfeit all unvested equity grants and all vested but unexercised options.
Involuntary Termination without Cause. If any named executive officer is involuntarily
terminated without cause, 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.
• Generally may exercise any vested options that were granted after 2011 up to 90 days
following the termination date and generally may exercise any vested options that were
granted prior to 2012 for the following periods from the termination 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).
• Will receive the same severance payments and benefits, as described under ‘‘Voluntary
Termination with Good Reason or After Failure to Renew the Employment Agreement’’
above.
Payments After a Change in Control
Upon a change in control (as defined under each applicable governing document), regardless
of whether the named executive officer’s employment terminates:
• All time-based options will vest and become immediately exercisable as to 100% of the
shares subject to such options immediately prior to a change in control.
• Mr. Flanigan’s performance-based options will vest and become immediately exercisable as
to 100% of the shares subject to such options immediately prior to the change in control.
• If the change in control occurs prior to the completion of the applicable performance
period, all unvested performance share units that have not previously become vested and
nonforfeitable, or have not previously been forfeited, will immediately be deemed earned
at the target level and shall vest, become nonforfeitable and be paid upon the change in
control.
• If the change in control occurs after the completion of the applicable performance period,
all previously earned but unvested performance share units that have not previously
become vested and nonforfeitable, or have not previously been forfeited, will immediately
vest, become nonforfeitable and be paid upon the change in control.
• All outstanding restricted stock units will become vested and nonforfeitable and will be
paid upon the change in control.
• Mr. Dreiling’s performance-based restricted shares that have not previously become vested
and nonforfeitable, or have not previously been forfeited, shall be deemed fully earned and
shall become vested and nonforfeitable if the change in control occurs on or before any
date on which it is determined that the applicable performance measure required for
vesting has been achieved.
• All CDP/SERP Plan benefits will become fully vested (to the extent not already vested).
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