Dollar General 2014 Annual Report Download - page 45

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Mr. Dreiling was entitled to certain additional perquisites as a result of the terms of his
employment agreement with us, including:
• Personal use of our corporate aircraft for 80 hours per year or a greater number of hours
specified by the Compensation Committee (100 hours were authorized in 2014 in order to
facilitate secure and efficient travel by Mr. Dreiling and his spouse).
• Payment of monthly membership fees and costs related to his membership in professional
clubs selected by him (to date, Mr. Dreiling has not availed himself of this right).
• Payment of the premiums on certain personal long-term disability insurance policies.
• Reimbursement of reasonable legal fees, up to $15,000, incurred by him in connection with
any legal consultation regarding his amended employment agreement.
CEO Employment Transition Agreement. As previously disclosed, Mr. Dreiling intends to retire
on January 29, 2016 (the ‘‘Retirement Date’’). In light of the announced retirement plans, the
Compensation Committee deemed Mr. Dreiling’s performance for 2014 to be satisfactory and
determined his 2015 compensation as part of our negotiated employment transition agreement with
him, effective March 10, 2015, which superseded his employment agreement. The terms of the
employment transition agreement were negotiated in order to secure Mr. Dreiling’s services through
the Retirement Date and ensure a smooth transition to his successor. The employment transition
agreement contains business protection provisions, including non-competition and non-solicitation
provisions, for two years following the service termination date.
The employment transition agreement provides that Mr. Dreiling will continue to serve as the
Company’s Chief Executive Officer through the Retirement Date or, if earlier, until the appointment of
a successor (the ‘‘Successor CEO Date’’). In the event the Successor CEO Date precedes the
Retirement Date, Mr. Dreiling will serve as Senior Advisor to the Company from the Successor CEO
Date through the Retirement Date. Mr. Dreiling will continue to serve as a member of the Board of
Directors, but will resign from the Board upon request of the Board on or at any time following the
CEO Successor Date. In addition, Mr. Dreiling will serve as Chairman of the Board through the CEO
Successor Date or, if asked by the Board, through the Retirement Date.
Pursuant to the employment transition agreement, Mr. Dreiling’s annual salary was increased
to $1,368,242 effective April 1, 2015 to reflect the same 2.95% base salary increase that was budgeted
for our entire U.S.-based employee population; he is eligible to participate in the 2015 Teamshare
program at the same threshold, target and maximum levels as the prior year; in lieu of receiving an
annual equity award in 2015 under the long-term incentive program he instead was awarded 57,670
restricted stock units (the ‘‘Transition RSU Award’’); he will retain coverage through the Retirement
Date under all employee benefit plans and is entitled to all welfare, fringe and other benefits and
perquisites that are available to all other executives of the Company; and he is entitled to limited
additional perquisites including reimbursement for up to $15,000 of legal expenses for review of the
employment transition agreement, payment of the premiums on his portable long-term disability
insurance through the Retirement Date, and personal use of the Company’s airplane for his and his
spouse’s travel between Nashville, Tennessee, and Livermore, California, while he continues to serve as
Chief Executive Officer, not to exceed 100 hours total during the period of time beginning with the
effective date of the employment transition agreement and continuing through the Successor CEO
Date or the Retirement Date, whichever occurs first, but in no event more than 16 hours per month.
The employment transition agreement provides for certain payments to Mr. Dreiling in the event of his
termination of employment by the Company without cause or by Mr. Dreiling for good reason or in the
event of death or disability, with each of ‘‘cause,’’ ‘‘good reason’’ and ‘‘disability’’ as defined in the
employment transition agreement.
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