Dollar General 2006 Annual Report Download - page 146
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Please find page 146 of the 2006 Dollar General annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
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to his termination date or his target annual incentive bonus for the fiscal year in which
the termination occurs.
If any payments or benefits in connection with a change-in-control would be subject to
the excise tax under federal income tax rules, we will pay an additional amount to the NEO to
cover the excise tax and any resulting taxes. However, if after receiving this payment the NEO’ s
after-tax benefit is not at least $25,000 more than it would be without this payment, then it will
not be made and the severance and other benefits due will be reduced so that an excise tax is not
incurred.
A “change-in-control” generally is deemed to occur (as more fully described in our 1998
Stock Incentive Plan, CDP/SERP Plan and in the employment agreements):
• if any person (other than Dollar General or any of our employee benefit plans)
acquires 35% or more of our voting securities (other than as a result of our issuance
of securities in the ordinary course of business);
• for purposes of our 1998 Stock Incentive Plan and our CDP/SERP Plan, if a majority
of our Board members at the beginning of any consecutive 2-year period are replaced
within that period without the approval of at least 2/3 of our Board members who
served as directors at the beginning of the period; for all other purposes, if a majority
of our Board members as of the effective date of the applicable NEO’ s employment
agreement (or, for Mr. Perdue, as of the effective date of the first amendment to his
employment agreement) are replaced without the approval of at least 75% of our
Board members who served as directors on that effective date or are replaced, even
with this 75% approval, by persons who initially assumed office as a result of an
actual or threatened election contest or other actual or threatened proxy solicitation
other than by our Board; or
• upon the consummation of a merger, other business combination or sale of assets of,
or cash tender or exchange offer or contested election with respect to, Dollar General
if less than 65% (less than a majority, for purposes of our 1998 Stock Incentive Plan
and our CDP/SERP Plan) of our voting securities are held after the transaction in the
aggregate by holders of our securities immediately prior to the transaction.
For purposes of our 1998 Stock Incentive Plan, a “potential change-in-control” generally
is deemed to occur (as more fully described in that Plan):
• if our shareholders approve an agreement which, if consummated, would result in a
change-in-control, as described above; or
• if any person (other than Dollar General or any of our employee benefit plans)
acquires 5% or more of our voting securities (other than as a result of our issuance of
securities in the ordinary course of business).
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