Dollar General 2015 Annual Report Download - page 58

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• Continuation of base salary, generally as in effect immediately before the termination, for
24 months payable in accordance with our normal payroll cycle and procedures. With the
exception of Mr. Vasos, the amount of any payment or entitlement to payment of the base
salary continuation shall be forfeited or, if paid, subject to recovery if and to the extent any
base salary is earned as a result of subsequent employment during the 24 months after the
termination date.
• A lump sum payment of two times the average percentage of the named executive officer’s
target bonus paid or to be paid to employees at the same job grade level as the named
executive officer (if any) under the annual bonus program for officers for the two fiscal
years immediately preceding the fiscal year in which the termination date occurs (for
Mr. Vasos, such lump sum payment instead will equal two times his annual target bonus in
respect of the fiscal year in which his termination occurs). Mr. Vasos also will receive a
lump sum payment, payable when annual bonuses are paid to our other senior executives,
of a pro-rata portion of the annual bonus, if any, that he would have been entitled to
receive for the fiscal year of termination, if such termination had not occurred, based on
our performance for the fiscal year in which his employment terminates, multiplied by a
fraction, the numerator of which is the number of days during which he was employed by
us in the fiscal year and the denominator of which is 365.
• A lump sum payment of two times our annual contribution that would have been made in
respect of the plan year in which such termination occurs for the named executive officer’s
participation in our pharmacy, medical, dental and vision benefits programs.
• Reasonable outplacement services for one year or, if earlier, until subsequent employment.
Note that any amounts owed to a named executive officer in the form of salary continuation
that would otherwise have been paid during the 60 day period after employment termination will
instead be payable in a single lump sum on the 60th day after such termination date and the remainder
will be paid in the form of salary continuation payments over the remaining 24 month period as set
forth above.
However, in certain cases, some or all of the payments and benefits provided on termination of
employment may be delayed for six months following termination to comply with the requirements of
Section 409A of the Internal Revenue Code. Any payment required to be delayed would be paid at the
end of the six-month period in a lump sum, and any payments due after the six-month period would be
paid at the normal payment date provided for under the applicable employment agreement.
The named executive officer will forfeit any unpaid severance amounts, and we retain any
other rights we have available under law or equity, upon a material breach of any continuing obligation
under the applicable employment agreement or the release, which include the following business
protection provisions:
• The named executive officer must maintain the confidentiality of, and refrain from
disclosing or using, our (a) trade secrets for any period of time as the information remains
a trade secret under applicable law and (b) confidential information for a period of two
years following the employment termination date.
• For a period of two years after the employment termination date, the named executive
officer may not accept or work in a ‘‘competitive position’’ within any state in which we
maintain stores at the time of his or her termination date or any state in which we have
specific plans to open stores within six months of that date. For this purpose, ‘‘competitive
position’’ means any employment, consulting, advisory, directorship, agency, promotional or
independent contractor arrangement between the named executive officer and any person
engaged wholly or in material part in the business in which we are engaged (including, but
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