Dollar General 2015 Annual Report Download - page 59

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Proxy
not limited to, those entities identified in the applicable employment agreement), or any
person then planning to enter the discount consumable basics retail business, if the named
executive officer is required to perform services which are substantially similar to those he
or she provided or directed at any time while employed by us.
• For a period of two years after the employment termination date, the named executive
officer may not actively recruit or induce any of our exempt employees to cease
employment with us.
• For a period of two years after the employment termination date, the named executive
officer may not solicit or communicate with any person or entity who has a business
relationship with us and with whom the named executive officer had contact while
employed by us, if it would likely interfere with our business relationships or result in an
unfair competitive advantage over us.
Voluntary Termination without Good Reason. If a named executive officer resigns without good
reason, he or she will forfeit all then unvested equity awards and all vested but unexercised options that
were granted prior to 2012. The named executive officer generally may exercise any vested options that
were granted after 2011 up to 90 days following the resignation date, but in any event prior to the
10th anniversary of the grant date. To the extent Mr. Vasos exercises prior to June 3, 2020 any of the
options awarded on June 3, 2015, he will be required to hold any net shares acquired upon the exercise
until June 3, 2020.
Payments Upon Involuntary Termination
The payments to be made to a named executive officer upon involuntary termination vary
depending upon whether termination is with or without ‘‘cause’’ (as defined in each named executive
officer’s employment agreement or equity award agreement, as applicable).
Involuntary Termination for Cause. Upon an involuntary termination for cause, a named
executive officer will forfeit all unvested equity grants and all vested but unexercised options.
Involuntary Termination without Cause. Upon an involuntary termination without cause, a
named executive officer:
• Will forfeit all then unvested equity awards.
• Generally may exercise any vested options up to 90 days following the termination date,
but in any event prior to the 10th anniversary of the grant date. To the extent Mr. Vasos
exercises prior to June 3, 2020 any of the options awarded on June 3, 2015, he will be
required to hold any net shares acquired upon the exercise until June 3, 2020.
• Will receive the same severance payments and benefits on the same terms and conditions
(except for the notice and cure provisions) as described under ‘‘Voluntary Termination with
Good Reason or After Failure to Renew the Employment Agreement’’ above.
Payments After a Change in Control
Upon a change in control (as defined under the applicable governing document), regardless of
whether the named executive officer’s employment terminates:
• All options will vest and become immediately exercisable as to 100% of the shares subject
to such options immediately prior to the change in control.
• If the change in control occurs on or before the completion of the applicable performance
period, and the named executive officer has remained continuously employed until the
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