Dollar General 2006 Annual Report Download - page 107

Other Annual Retainers In-Person Meeting Attendance Fees
Annual
Cash
Retainer
Audit
Committee
Chairman
Other
Committee
Chairman Presiding
Director Board Meeting
Audit
Committee
Meeting
Other
Committee
Meeting
Directors also receive reimbursement for certain fees and expenses incurred in
connection with continuing education seminars and travel expenses related to Dollar General
meeting attendance or Dollar General-requested appearances. Directors may travel on the Dollar
General airplane for those purposes.
Equity Compensation. We annually grant, pursuant to our 1998 Stock Incentive Plan,
4,600 restricted stock units (“RSUs”) to each non-employee director. We generally make this
grant immediately following the annual shareholders’ meeting. However, any director who is
appointed or elected to our Board after that shareholders’ meeting, but before January 1 of the
following year, receives the grant upon his or her election or appointment, while any director
who is elected or appointed to our Board after January 1 of that year, but before our next annual
shareholders’ meeting, receives only the next scheduled annual grant. All current directors other
than Messrs. Perdue and Thornburgh received the 2006 annual grant on May 31, 2006. Mr.
Thornburgh received his 2006 annual grant on July 24, 2006 upon his appointment to our Board.
Mr. Clayton did not receive an annual grant for 2006 due to his retirement in May 2006.
We credit dividend equivalents to the director’ s RSU account as additional RSUs in
accordance with the terms of our 1998 Stock Incentive Plan whenever we declare a dividend
other than a stock dividend on our common stock. Directors do not have voting rights with
respect to RSUs until the underlying shares of common stock are issued.
RSUs generally vest one year after the grant date if the director is still serving on our
Board. We do not, however, make payment on the vested units until the director has ceased to be
a member of our Board. We accelerate the vesting of the units upon termination of a director’ s
Board service due to death, disability or normal retirement or upon a change-in-control of Dollar
General or in the discretion of our Compensation Committee upon a potential change-in-control.
Our Compensation Committee determines the form of payment for RSUs, which may be
made in shares of our common stock, in cash or partly in cash and partly in stock. To date, all
payments have been made in shares of our common stock and cash in lieu of fractional shares.
With limited exceptions, the director may make an advance election to receive the payment
either in one installment or in 10 or fewer annual installments and to receive the payment or
begin the installments as soon as practicable after the director’s termination date, on the first day
of the calendar month beginning more than 6 months after the termination date, or on the first
anniversary of the termination date.
For purposes of our 1998 Stock Incentive Plan:
• A disability is determined under the standards of our group long-term disability
insurance plan as in effect from time to time. Under our current group plan, disability
Telephonic
Meeting
Attendance
Fee
$35,000 $20,000 $10,000 $15,000 $1,250 $1,500 $1,250 $625
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