Dollar General 2014 Annual Report Download - page 56

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based restricted shares would have been automatically forfeited and cancelled. The pro-rata
portion equals a fraction (not to exceed one), the numerator of which is the number of
calendar months in the period encompassing the first day of fiscal 2012 and ending and
including the last day of fiscal 2014 (the ‘‘initial service period’’) during which Mr. Dreiling
was continuously in our employment and the denominator of which is the number of
calendar months in the initial service period. Mr. Dreiling will be deemed to be employed
for a full calendar month if his death or disability occurs after the 15th day of a calendar
month.
• If such termination occurs after the last day of our 2014 fiscal year but before the date on
which achievement of the fiscal 2015 performance target has been determined, the portion
of the award that would have become vested had Mr. Dreiling remained employed with us
through such determination date will become vested and nonforfeitable as of the date of
his termination due to death or disability regardless of whether the fiscal 2015 financial
performance target has been achieved.
Other Post-2011 Equity Awards. If any of the named executive officers’ employment with us
terminates due to death or disability (as defined in the applicable governing document):
• Stock Options. Any outstanding unvested stock option shall become immediately vested
and exercisable with respect to 100% of the shares subject to the option immediately prior
to such event, and such vested options may be exercised until the first anniversary of the
employment termination date.
• Performance Share Units. Performance share units were awarded in fiscal 2012 (‘‘2012
PSUs’’), fiscal 2013 (‘‘2013 PSUs’’) and fiscal 2014 (‘‘2014 PSUs’’) to each named executive
who was employed by us at the time of the applicable award.
✓If such termination had occurred before January 30, 2015 for the 2014 PSUs, a
pro-rated portion (based on months employed during the 1 year performance
period) of one-third of the 2014 PSUs earned based on performance during the
entire performance period that had not previously become vested and
nonforfeitable or had not previously been forfeited would have become vested and
nonforfeitable and would have been paid once performance had been certified by
the Compensation Committee. If such termination had occurred on or after
January 30, 2015 for the 2014 PSUs and before payment, the participant would
have received the one-third of the 2014 PSUs earned that are described above,
without proration.
✓If such termination occurs after March 20, 2013 for the 2012 PSUs, March 18,
2014 for the 2013 PSUs or March 18, 2015 for the 2014 PSUs, any remaining
earned but unvested performance share units from such awards shall become
vested and nonforfeitable as of the date of such event and shall be paid within
30 days thereafter. Otherwise, any earned but unvested performance share units
from such awards shall be forfeited and cancelled on the date of the termination
of employment.
• Restricted Stock Units. Any outstanding restricted stock unit will become fully vested and
nonforfeitable upon such death or disability and will be paid within 30 days following the
date of death or disability.
Other Payments. In the event of death, each named executive officer’s beneficiary will receive
payments under our group life insurance program in an amount, up to a maximum of $3 million, equal
to 2.5 times such officer’s annual base salary. In addition, in the event of disability (as defined in the
governing document), each named executive officer would receive 60% of covered monthly earnings up
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