Dollar General 2015 Annual Report Download - page 152

Download and view the complete annual report

Please find page 152 of the 2015 Dollar General annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 168

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168

10-K
(d) Changes in Internal Control Over Financial Reporting. There have been no changes during the
quarter ended January 29, 2016 in our internal control over financial reporting (as defined in Exchange
Act Rule 13a-15(f)) that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
On March 7, 2016, Mr. John W. Flanigan, Executive Vice President, Global Supply Chain, advised
the Company of his intent to retire effective April 29, 2016.
On March 16, 2016, the Company’s Compensation Committee (the ‘‘Committee’’) awarded 119,599
non-qualified stock options (‘‘Options’’) and 27,367 performance share units (‘‘PSUs’’) to Mr. Vasos
and 32,890 Options and 7,526 PSUs to each of Messrs. Garratt, Flanigan and Ravener and Ms. Taylor
on the terms and subject to the conditions set forth in the form of Option award agreement and form
of PSU award agreement attached hereto as Exhibit 10.5 and Exhibit 10.10, respectively (collectively,
the ‘‘Form Award Agreements’’), and subject to the terms and conditions of the previously filed
Amended and Restated 2007 Stock Incentive Plan for Key Employees of Dollar General Corporation
(the ‘‘Plan’’).
The Options have a term of ten years and, subject to earlier forfeiture or accelerated vesting under
certain circumstances described in the form of Option award agreement, generally will vest in four
equal annual installments beginning on April 1, 2017.
The PSUs represent a target number of units that can be earned if certain performance measures
are achieved during the performance period (which is the Company’s fiscal year 2016) (the
‘‘Performance Period’’) and if certain additional vesting requirements are met. The performance
measures are goals related to adjusted EBITDA (weighted 50%) and ROIC (weighted 50%) as
established by the Committee on the grant date. The number of PSUs earned will vary between 0%
and 300% of the target amount based on actual performance compared to target performance on a
graduated scale, with performance at the target level resulting in 100% of the target number of PSUs
being earned. At the conclusion of the Performance Period, the Committee will determine the level of
achievement of each performance goal measure and the corresponding number of PSUs earned by each
grantee. Subject to certain pro-rata vesting conditions, one-third of the PSUs earned by each grantee
will vest on the last day of the Performance Period and be paid on April 1, 2017. The remaining
two-thirds of the PSUs earned by each grantee will vest in equal installments on April 1, 2018 and
April 1, 2019, in each case subject to the grantee’s continued employment with the Company and
certain accelerated vesting provisions described in the form of PSU award agreement.
The Form Award Agreements also provide that in the event of a Change in Control (as defined in
the Form Award Agreements) of the Company, a grantee will only receive an accelerated payout of his
or her equity award if a Qualifying Termination (as defined in the Form Award Agreements) occurs
within two years following the Change in Control.
Also, on March 16, 2016, in addition to the award of Options and PSUs as outlined above, the
Committee awarded Mr. Vasos 85,759 Options according to the terms of the form of Option award
agreement attached hereto as Exhibit 10.38 and subject to the terms and conditions of the Plan.
Subject to certain forfeiture and limited vesting acceleration events (including the same Change in
Control provisions as described above), such Option award is scheduled to vest ratably in installments
of 33 1/3% on each of the third, fourth and fifth anniversaries of the grant date, subject to holding
requirements through the fifth anniversary of the grant date, and will terminate no later than ten years
from the grant date.
The foregoing descriptions of all Options and PSU awards and the forms of award agreements are
summaries only, do not purport to be complete, and are qualified in their entirety by reference to the
filed forms of award agreement attached hereto as Exhibits 10.5, 10.10 and 10.38.
78