Dollar General 2015 Annual Report Download - page 44

Proxy
discussed above, the Committee certified the adjusted EBIT performance result at
$1.957 billion (100.92% of target) resulting in a 2015 Teamshare payout to Mr. Dreiling of
109.2% of his 130% target.
• In lieu of receiving an annual equity award in 2015 under our long-term incentive program,
Mr. Dreiling instead was awarded 57,670 RSUs, with an approximate value of $4 million
(the ‘‘Transition RSU Award’’).
• Mr. Dreiling retained coverage through the Retirement Date under all employee benefit
plans and was entitled to all welfare, fringe and other benefits and perquisites that were
available to all of our other executives.
• Mr. Dreiling was entitled to limited additional perquisites, including reimbursement for up
to $15,000 of legal expenses for review of the employment transition agreement (which he
did not use), payment of the premiums on his portable long-term disability insurance
through the Retirement Date, and personal use of our corporate airplane for his and his
spouse’s travel between Nashville, Tennessee, and Livermore, California, while he
continued to serve as CEO, limited to no more than 100 hours total and 16 hours per
month.
• Mr. Dreiling’s outstanding equity awards will continue to vest, if at all, in accordance with
the terms of the applicable award agreements.
The Transition RSU Award is a time-based award that vested in full as of the Retirement
Date. Fifty percent of the award was paid on the first anniversary of the grant date and the remaining
50% will be paid on the second anniversary of the grant date, subject to accelerated payment in the
event of death or disability or a change in control prior to a payment date, in each case as defined in
the award agreement. The Transition RSU Award is payable in an equal number of shares of Dollar
General common stock, subject to reduction, cancellation, forfeiture or recoupment, in whole or in
part, upon various events specified in the award agreement, including but not limited to the breach of
the business protection provisions set forth in the employment transition agreement.
Severance Arrangements
As noted above, we have an employment agreement with each of our named executive officers
and an employment transition agreement with Mr. Dreiling that, among other things, provide for such
executive’s rights upon a termination of employment in exchange for valuable business protection
provisions for us. We believe that reasonable severance benefits are appropriate to protect the named
executive officer against circumstances over which he or she does not have control and as consideration
for the promises of non-disclosure, non-competition, non-solicitation and non-interference that we
require in our employment agreements. A change in control, by itself (‘‘single trigger’’), does not
trigger any severance provision applicable to our named executive officers, except for the provisions
related to outstanding long-term equity awards granted prior to 2016. The 2016 annual equity awards
do not provide for single trigger vesting acceleration but rather require a termination event within a
certain period of time following a change in control to accelerate vesting of such equity awards.
As discussed elsewhere in this proxy statement, Messrs. Dreiling, Tehle and Sparks left Dollar
General in fiscal 2015. Payments and other benefits to each such former officer in connection with
these employment separations are itemized under ‘‘Potential Payments upon Termination or Change in
Control as of January 29, 2016’’ below.
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