Dollar General 2006 Annual Report Download - page 150

Plan category
Number of
securities to be
issued upon exercise
of outstanding
options, warrants
and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Number of
securities remaining
available for future
issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
(c)
Equity compensation plans
approved by security holders(1) 19,705,322 $18.53 6,439,277
Equity compensation plans not
approved by security holders(2)(3) 633,253 $12.68 0
Total(1)(2) 20,338,575 $18.38 6,439,277
(1) Column (a) consists of 18,898,881 shares issuable upon exercise of outstanding options and 806,441
RSU grants under the 1998 Stock Incentive Plan, 1995 Employee Stock Incentive Plan, 1993 Employee
Stock Incentive Plan and 1995 Outside Directors Stock Option Plan. RSUs are settled for shares of
Dollar General common stock on a one-for-one basis. Accordingly, those units have been excluded for
purposes of computing the weighted-average exercise price in column (b). Column (c) consists of
6,439,277 shares reserved for issuance pursuant to the 1998 Stock Incentive Plan (up to 2,976,831 of
which remain available for issuance in the form of restricted stock or RSUs at February 2, 2007).
(2) Column (a) consists of 500,000 shares issuable upon exercise of an outstanding option grant pursuant to
the Employment Agreement, effective as of April 2, 2003, by and between Dollar General and Mr.
Perdue, as well as 133,253 shares of phantom stock allocated to an employee’ s or a director’s account
under our CDP/SERP Plan or the DDCP (collectively, the “Deferred Plans”). The number of shares of
phantom stock allocated under the Deferred Plans for each deferral is based on the fair market value of
our common stock on the date on which the shares are allocated to the accounts. The shares of phantom
stock are deemed to earn any dividends declared on our common stock, and additional shares of
phantom stock are allocated on the dividend payment date based on the stock’s fair market value.
Neither Mr. Perdue’ s Employment Agreement nor any of the Deferred Plans have been approved by our
shareholders. The number of securities remaining available for issuance under the Deferred Plans at
February 2, 2007 is not determinable, since those plans do not authorize a maximum number of
securities, and is not, accordingly, included in column (c) above. Shares of phantom stock are settled for
shares of Dollar General common stock on a one-for-one basis. Accordingly, shares of phantom stock
have been excluded for purposes of computing the weighted-average exercise price in column (b).
(3) Excludes 500,000 shares issuable upon the exercise of an outstanding option grant contemplated by Mr.
Perdue’ s Employment Agreement, but made under the 1998 Stock Incentive Plan. Those shares instead
are included in “Equity compensation plans approved by security holders.” Mr. Perdue’ s option will
terminate on April 2, 2013, subject to earlier termination upon death, disability or termination of
employment. If Mr. Perdue’ s employment terminates due to death, disability, voluntary termination, or
retirement, then the option will remain exercisable for a period of 1 year, 3 years, 3 months or 3 years,
respectively, subject to earlier termination of the award in accordance with its original termination date.
If we terminate Mr. Perdue’ s employment for cause, the option will immediately terminate. If we
terminate Mr. Perdue’ s employment without cause, the option will remain exercisable for a period of 3
months, subject to earlier termination of the award in accordance with its original termination date. For a
description of the material features of the Deferred Plans, please refer to Note 9 of the consolidated
financial statements earlier in this report.
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