Dollar General 2015 Annual Report Download - page 43

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Each senior officer is required to retain ownership of 50% of all net after-tax shares acquired
from Dollar General until he or she reaches the target ownership level. Administrative details
pertaining to these matters are established by the Compensation Committee.
(e) Policy Against Hedging and Pledging Transactions. Our policy prohibits Board members
and executive officers from (1) pledging Dollar General securities as collateral, (2) holding Dollar
General securities in a margin account, and (3) hedging their ownership of Dollar General stock, such
as entering into or trading prepaid variable forward contracts, equity swaps, collars, puts, calls, options
(other than those granted by us) or other derivative instruments related to Dollar General stock.
Benefits and Perquisites. Our named executive officers participate in certain benefits on the
same terms that are offered to all of our salaried employees. We also provide them with limited
additional benefits and perquisites for retention and recruiting purposes, to replace benefit
opportunities lost due to regulatory limits, and to enhance their ability to focus on our business. We do
not provide tax gross-up payments on any benefits and perquisites other than relocation-related items.
The primary additional benefits and perquisites include the following:
• We provide a Compensation Deferral Plan (the ‘‘CDP’’) and, for named executive officers
hired or promoted prior to May 28, 2008, a defined contribution Supplemental Executive
Retirement Plan (the ‘‘SERP,’’ and together with the CDP, the ‘‘CDP/SERP Plan’’).
• We pay the premiums for a life insurance benefit equal to 2.5 times base salary up to a
maximum of $3 million.
• We pay administrative fees for short-term disability coverage, which provides income
replacement of up to 70% of monthly base salary in the case of a short-term disability. We
also pay the premiums under a group long-term disability plan, which provides 60% of
base salary up to a maximum of $400,000.
• We provide a relocation assistance program under a policy applicable to officer-level
employees.
• We provide personal financial and estate planning and tax preparation services through a
third party.
CEO Employment Transition Agreement. As previously disclosed, Mr. Dreiling retired on
January 29, 2016 (the ‘‘Retirement Date’’). In light of his announced retirement plans, the
Compensation Committee did not undertake performance reviews for Mr. Dreiling for 2014 or 2015,
but rather deemed his performance to be satisfactory and determined his 2015 compensation as part of
our negotiated employment transition agreement with him, effective March 10, 2015. The terms of the
employment transition agreement were negotiated to secure Mr. Dreiling’s services through the
Retirement Date and ensure a smooth transition to his successor, and we believe the employment
transition agreement successfully achieved those goals. Mr. Dreiling served as our CEO until we
appointed Mr. Vasos as his successor. Thereafter, Mr. Dreiling served as Senior Advisor and as a
member and Chairman of the Board through the Retirement Date. Mr. Dreiling remains subject to the
business protections contained in the employment transition agreement, including non-competition and
non-solicitation provisions, for two years following the Retirement Date.
Pursuant to the employment transition agreement:
• Mr. Dreiling received the same 2.95% base salary increase in 2015 that was budgeted for
our entire U.S.-based employee population.
• Mr. Dreiling participated in the 2015 Teamshare program at the same threshold (50% of
target), target (130%) and maximum (300% of target) base salary percentage levels as the
prior year, and we waived the requirement to be employed on the payment date. As
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