Dollar General 2014 Annual Report Download - page 61

Proxy
Payments After a Change in Control
Upon a change in control (as defined under the 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.
• If the change in control occurs prior to completion of the applicable performance period,
all unvested performance share units that 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 completion of the applicable performance period, all
previously earned but unvested performance share units that 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).
If the named executive officer is involuntarily terminated without cause or resigns for good
reason following the change in control, he will receive the same severance payments and benefits as
described above under ‘‘Voluntary Termination with Good Reason or After Failure to Renew the
Employment Agreement.’’ However, the named executive officer will have 1 year from the termination
date in which to exercise vested options that were granted after 2011 if he resigns or is involuntarily
terminated within 2 years of the change in control under any scenario other than retirement or
involuntary termination with cause (in which cases, he will have 5 years from the retirement date to
exercise vested options and will forfeit any vested but unexercised options held at the time of the
termination with cause).
In the event of a change in control as defined in Section 280G of the Internal Revenue Code,
each named executive officer’s employment agreement provides for capped payments (taking into
consideration all payments and benefits covered by Section 280G of the Internal Revenue Code) of
$1 less than the amount that would trigger the ‘‘golden parachute’’ excise tax under federal income tax
rules (the ‘‘excise tax’’) unless, for each named executive officer other than Mr. Dreiling, he signs a
release and, for all named executive officers, his after-tax benefit would be at least $50,000 more than
it would be without the payments being capped. In such case, such officer’s payments and benefits
would not be capped and such officer would be responsible for the payment of the excise tax. We
would not pay any additional amount to cover the excise tax.
The following table reflects potential payments to each of our named executive officers in
various termination and change in control scenarios based on compensation, benefit, and equity levels
in effect on, and assuming the scenario was effective as of, January 30, 2015. For stock valuations, we
have used the closing price of our stock on the NYSE on January 30, 2015 ($67.06). The table reports
only amounts that are increased, accelerated or otherwise paid or owed as a result of the applicable
scenario and, as a result, excludes equity awards and CDP/SERP Plan benefits that had vested prior to
the event and earned but unpaid base salary through the employment termination date. The table also
excludes any amounts that are available generally to all salaried employees and do not discriminate in
favor of our executive officers. The amounts shown are merely estimates. We cannot determine actual
amounts to be paid until a termination or change in control scenario occurs.
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