Dollar General 2015 Annual Report Download - page 56

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but unvested PSUs from such awards shall become vested and nonforfeitable as of
the date of such event and shall be paid within 30 days thereafter. Otherwise, any
earned but unvested PSUs from such awards shall be forfeited and cancelled on
the date of the termination of employment.
• Restricted Stock Units. Any outstanding RSUs will become fully vested and nonforfeitable
upon such death or disability and will be paid within 30 days (for RSUs granted prior to
2015) or 90 days (for RSUs granted in 2015) following the date of death or disability.
Other Payments. In the event of death, a named executive officer’s beneficiary will receive
payments under our group life insurance program in an amount, up to a maximum of $3 million, equal
to 2.5 times such officer’s annual base salary. In addition, in the event of disability (as defined in the
governing document), a named executive officer would receive 60% of covered monthly earnings up to
$20,000 per month under our long-term disability insurance program. In the event of death or disability
(as defined in the CDP/SERP Plan), a named executive officer’s CDP/SERP Plan benefit will become
fully vested (to the extent not already vested) and will be payable in a lump sum within 60 days after
the end of the calendar quarter in which such termination event occurs, provided that we may delay
payment in the event of disability until as soon as reasonably practicable after receipt of the disability
determination by the Social Security Administration. Additionally, in the event of death on or after the
last day of a fiscal year, a named executive officer will receive payment for his or her incentive bonus
earned for that fiscal year under the terms of our Teamshare program (which otherwise generally
requires that a participant remain employed on the payment date to be entitled to any incentive bonus
earned for that fiscal year).
Payments Upon Termination Due to Retirement
Except as provided immediately below with respect to stock options, PSUs and RSUs awarded
after 2011, retirement (as defined in the applicable governing document) is not treated differently from
any other voluntary termination without good reason (as defined under the relevant agreements, and as
discussed below under ‘‘Payments Upon Voluntary Termination’’) under any of our plans or agreements
for named executive officers.
In the event a named executive officer retires:
• Stock Options. The portion of the stock options that would have become vested and
exercisable within the one year period following the retirement date if such officer had
remained employed with us shall remain outstanding for a period of one year following the
retirement date and shall become vested and exercisable on the anniversary of the grant
date that falls within the one year period following the retirement date (but only to the
extent such portion has not otherwise terminated or become exercisable). However, if
during such one year period a change in control occurs or the officer dies or incurs a
disability, such portion shall instead become immediately vested and exercisable (but only
to the extent such portion has not otherwise terminated). Otherwise, any option which is
unvested and unexercisable on the termination date shall immediately expire without
payment. The officer may exercise the option to the extent vested and exercisable any time
prior to the fifth anniversary of the retirement date, but no later than the 10th anniversary
of the grant date.
• Performance Share Units.
✓For the 2015 PSUs, if such retirement had occurred before January 29, 2016, or
on or after January 29, 2016 and before April 1, 2016, the vesting and payment of
PSUs from such award would have been identical to the vesting and payment of
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