Dollar General 2006 Annual Report Download - page 145

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forfeited and all vested but unpaid RSUs will be forfeited except for Mr. Perdue’ s vested but
unpaid restricted stock units which will settle in due course.
Involuntary Termination without Cause. In the event the NEO is involuntarily terminated
without cause, the NEO’ s equity grants will be treated as described under “Voluntary
Termination with Good Reason or After Failure to Renew the Employment Agreement” above.
In addition, each NEO will receive the applicable payments and benefits listed under “Voluntary
Termination with Good Reason or After Failure to Renew the Employment Agreement” above.
Payments Upon Termination After a Change-in-Control
All unvested equity grants accelerate automatically upon a change-in-control (as defined
in our 1998 Stock Incentive Plan) regardless of whether the NEO’ s employment terminates, and
all CDP/SERP Plan benefits become fully vested upon a change-in-control (as defined in our
CDP/SERP Plan). In addition, under our 1998 Stock Incentive Plan, the Compensation
Committee may accelerate the vesting of all unvested equity grants in the event of a potential
change-in-control (as defined in our 1998 Stock Incentive Plan).
In the event the NEO is involuntarily terminated without cause or resigns for good reason
within 2 years of a change-in-control, in addition to the items identified under “Payments
Regardless of Manner of Termination” above, the NEO will receive the following upon
execution of a release of certain claims against us and our affiliates in the form attached to the
NEO’ s employment agreement:
• Each NEO other than Mr. Perdue will receive a lump sum payment equal to 2 times
the NEO’ s annual base salary plus 2 times the NEO’ s target incentive bonus, each as
in effect immediately prior to the change-in-control, plus 2 times our annual
contribution for the NEO’ s participation in our medical, dental and vision benefits
program. The NEO also will receive outplacement services, at our expense, for 1 year
or, if earlier, until other employment is secured.
• Mr. Perdue will receive a lump sum payment equal to 3 times the sum of his annual
base salary in effect on his service termination date and the greater of his actual
annual incentive bonus earned in the last fiscal year prior to his termination date or
his target annual incentive bonus for the fiscal year in which the termination occurs.
In addition, for 36 months after his termination date, we will pay the premium for his
participation in our retiree medical plan, if any, in accordance with his elected
coverage in place on his termination date (no retiree medical plan is currently in place
so this benefit is not reflected in the table below regarding Mr. Perdue). We will also
gross-up our payment of those premiums to the extent they are taxable to Mr. Perdue.
• We also will credit Mr. Perdue with 5 additional years of continuous service under his
SERP. In determining his base salary and bonus for these additional years for
purposes of calculating final average compensation, we use his base salary on his
termination date (or, if higher, at the time immediately prior to the change-in-control)
and the greater of his actual annual incentive bonus earned in the last fiscal year prior
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