Dollar General 2015 Annual Report Download - page 60

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change in control, all unvested PSUs that have not previously been forfeited will
immediately be deemed earned at the target level and shall vest, become nonforfeitable
and be paid upon the change in control.
• If the change in control occurs after completion of the applicable performance period, and
the named executive officer has remained continuously employed until the change in
control, all previously earned but unvested PSUs that have not previously been forfeited
will immediately vest, become nonforfeitable and be paid upon the change in control.
• All outstanding RSUs will become vested and nonforfeitable and will be paid upon the
change in control.
• All CDP/SERP Plan benefits will become fully vested (to the extent not already vested).
Upon an involuntary termination without cause or a resignation for good reason following the
change in control, a named executive officer will receive the same severance payments and benefits as
described above under ‘‘Voluntary Termination with Good Reason or After Failure to Renew the
Employment Agreement.’’ However, a named executive officer will have one year from the termination
date in which to exercise vested options that were granted after 2011 if he or she resigns or is
involuntarily terminated within two years of the change in control under any scenario other than
retirement or involuntary termination with cause (in which respective cases, he or she will have five
years from the retirement date to exercise vested options and will forfeit any vested but unexercised
options held at the time of the termination with cause).
In the event of a change in control as defined in Section 280G of the Internal Revenue Code,
each named executive officer’s employment agreement provides for capped payments (taking into
consideration all payments and benefits covered by Section 280G of the Internal Revenue Code) of $1
less than the amount that would trigger the ‘‘golden parachute’’ excise tax under federal income tax
rules (the ‘‘excise tax’’) unless he or she signs a release and the after-tax benefit would be at least
$50,000 more than it would be without the payments being capped. In such case, such officer’s
payments and benefits would not be capped and such officer would be responsible for the payment of
the excise tax. We would not pay any additional amount to cover the excise tax.
Except for Messrs. Dreiling and Sparks, for whom a separate table is provided below to reflect
actual payments based upon their respective termination scenarios, and Mr. Tehle, who is not included
in the table because he received no such payments as a result of his service termination, the following
table reflects potential payments to each named executive officer in various termination and change in
control scenarios based on compensation, benefit, and equity levels in effect on, and assuming the
scenario was effective as of, January 29, 2016. For stock valuations, we have used the closing price of
our stock on the NYSE on January 29, 2016 ($75.06). The tables below report only amounts that are
increased, accelerated or otherwise paid or owed as a result of the applicable scenario and, as a result,
exclude earned but unpaid base salary through the employment termination date and equity awards and
CDP/SERP Plan benefits that had vested prior to the event. For more information regarding the CDP/
SERP Plan benefits, see ‘‘Nonqualified Deferred Compensation Fiscal 2015’’ above. The tables also
exclude any amounts that are available generally to all salaried employees and do not discriminate in
favor of our executive officers. Other than with respect to Messrs. Dreiling and Sparks, the amounts
shown are merely estimates. We cannot determine actual amounts to be paid until a termination or
change in control scenario occurs.
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