Dollar General 2015 Annual Report Download - page 54

Proxy
The amounts deferred or contributed to the CDP/SERP Plan are credited to a liability account,
which is then invested at the participant’s option in an account that mirrors the performance of a fund
or funds selected by the Compensation Committee or its delegate. Beginning on August 2, 2008, these
funds are identical to the funds offered in our 401(k) Plan.
A participant who ceases employment with at least 10 years of service or after reaching age 50
and whose CDP account balance or SERP account balance exceeds $25,000 may elect for that account
balance to be paid in cash by (a) lump sum, (b) monthly installments over a 5, 10 or 15-year period or
(c) a combination of lump sum and installments. Otherwise, payment is made in a lump sum. The
vested amount will be payable at the time designated by the CDP/SERP Plan upon the participant’s
termination of employment. A participant’s CDP/SERP benefit normally is payable in the following
February if employment ceases during the first 6 months of a calendar year or is payable in the
following August if employment ceases during the last 6 months of a calendar year. However,
participants may elect to receive an in-service lump sum distribution of vested amounts credited to the
CDP account, provided that the date of distribution is no sooner than 5 years after the end of the year
in which the amounts were deferred. In addition, a participant who is actively employed may request an
‘‘unforeseeable emergency hardship’’ in-service lump sum distribution of vested amounts credited to the
participant’s CDP account. Account balances are payable in cash.
As a result of our change in control which occurred in 2007, the CDP/SERP Plan liabilities
through July 6, 2007 were fully funded into an irrevocable rabbi trust. We also funded into the rabbi
trust deferrals into the CDP/SERP Plan between July 6, 2007 and October 15, 2007. All CDP/SERP
Plan liabilities incurred on or after October 15, 2007 are unfunded.
Potential Payments upon Termination or Change in Control
Our agreements with our named executive officers and certain plans and programs in which
our named executive officers participate, in each case as in effect at the end of our 2015 fiscal year,
provide for benefits or payments upon certain employment termination or change in control events.
These benefits and payments are discussed below except to the extent a benefit or payment is available
generally to all salaried employees and does not discriminate in favor of our executive officers or to the
extent already discussed under ‘‘Nonqualified Deferred Compensation Fiscal 2015’’ above. Because
each of Messrs. Dreiling’s, Tehle’s and Sparks’s employment ended on or before the end of our 2015
fiscal year, we discuss below only the payments each has received or will receive in connection
therewith.
Payments to Mr. Dreiling
Mr. Dreiling retired on January 29, 2016. Pursuant to the terms of his employment transition
agreement with us, effective March 10, 2015, Mr. Dreiling was entitled to receive a fiscal 2015
Teamshare bonus payment to the extent earned as a result of the achievement of the fiscal 2015
financial performance goal and payable at the same time as payments are made to other Teamshare
participants as discussed in ‘‘Compensation Discussion and Analysis’’ and reflected in the ‘‘Non-Equity
Incentive Plan Compensation’’ column of the Summary Compensation Table.
Mr. Dreiling’s outstanding stock options, 2013 PSUs and 2014 PSUs (defined below), and
RSUs (other than the Transition RSU Award) were treated as described below under ‘‘Payments Upon
Termination Due to Retirement.’’
The Transition RSU Award fully vested on January 29, 2016 and is scheduled to be paid as to
50% of the award on each of the first two anniversaries of the March 17, 2015 grant date, subject to
reduction, cancellation, forfeiture or recoupment, in whole or in part, upon various events specified in
the award agreement, including the breach of any of the business protection provisions set forth in his
employment transition agreement. Such RSUs are subject to accelerated payment in the event of death
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