Dollar General 2014 Annual Report Download - page 60

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Proxy
• 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, those entities identified in the applicable 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.
• For a period of 2 years after the employment termination date, the named executive officer
may not actively recruit or induce any of our exempt employees (exempt executives, for
Mr. Dreiling) to cease employment with us.
• For a period of 2 years after the employment termination date, the named executive officer
may not solicit or communicate with any person or entity who has a business relationship
with us and with whom the named executive officer had contact while employed by us, if
that contact would likely interfere with our business relationships or result in an unfair
competitive advantage over us.
Voluntary Termination without Good Reason. If the named executive officer resigns without
good reason, he will forfeit all then unvested equity awards and all vested but unexercised options that
were granted prior to 2012. The named executive officer generally may exercise any vested options that
were granted after 2011 up to 90 days following the resignation date, but in any event prior to the
10th anniversary of the grant date.
Payments Upon Involuntary Termination
The payments to be made to a named executive officer upon involuntary termination vary
depending upon whether termination is with or without ‘‘cause’’ (as defined in each named executive
officer’s employment agreement or equity award agreement, as applicable).
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 equity awards.
• Generally may exercise any vested options: (1) that were granted after 2011 up to 90 days
following the termination date; and (2) that were granted prior to 2012 up to 180 days
following the termination date.
• 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.
48