Dollar General 2011 Annual Report Download - page 54

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• Mr. Dreiling will receive a prorated bonus payment based on our performance for the fiscal
year, paid at the time bonuses are normally paid for that fiscal year.
• Outplacement services for 1 year or, if earlier, until other employment is secured.
Note that any amounts owed to a named executive officer (other than Mr. Dreiling) in the
form of salary continuation that would otherwise have been paid during the 60 day period after his or
her employment termination will instead be payable in a single lump sum as soon as administratively
practicable after the 60th day after such termination date and the remainder will be paid in the form of
salary continuation payments as set forth above.
The named executive officer will forfeit any unpaid severance amounts upon a material breach
of any continuing obligation under the employment agreement or the release (the ‘‘Continuing
Obligations’’), which include:
• The named executive officer must maintain the confidentiality of, and refrain from disclosing
or using, our (a) trade secrets for any period of time as the information remains a trade
secret under applicable law and (b) confidential information for a period of 2 years following
the employment termination date.
• For a period of 2 years after the employment termination date, the named executive officer
may not accept or work in a ‘‘competitive position’’ within any state in which we maintain
stores at the time of his termination date or any state in which we have specific plans to
open stores within 6 months of that date. For this purpose, ‘‘competitive position’’ means any
employment, consulting, advisory, directorship, agency, promotional or independent
contractor arrangement between the named executive officer and any person engaged wholly
or in material part in the business in which we are engaged, including but not limited to
Wal-Mart, Sam’s Club, Target, Costco, K-Mart, Big Lots, BJ’s Wholesale Club, Walgreens,
Rite-Aid, CVS, Family Dollar Stores, Fred’s, the 99 Cents Stores, and Dollar Tree Stores and
(1) with respect to Mr. Dreiling and Mr. Vasos, Casey’s General Stores and The Pantry, Inc.
and (2) with respect to Mr. Vasos, Circle K and 7-11 Stores (Sam’s Club, Big Lots,
Walgreens, Rite-Aid and CVS are not specifically listed in Mr. Dreiling’s employment
agreement), or any person then planning to enter the deep discount consumable basics retail
business, if the named executive officer is required to perform services for that person which
are substantially similar to those he or she provided or directed at any time while employed
by us.
• For a period of 2 years after the employment termination date, the named executive officer
may not actively recruit or induce any of our exempt employees (exempt executives, in the
case of Mr. Dreiling) to cease employment with us.
• For a period of 2 years after the employment termination date, the named executive officer
may not solicit or communicate with any person who has a business relationship with us and
with whom the named executive officer had contact while employed by us, if that contact
would likely interfere with our business relationships or result in an unfair competitive
advantage over us.
• The named executive officer may not engage in any communications to persons outside
Dollar General which disparages Dollar General or interferes with our existing or
prospective business relationships.
Voluntary Termination without Good Reason. If the named executive officer resigns without
good reason, he or she will forfeit all unvested equity grants and all vested but unexercised options. If
Ms. Guion remains employed through her scheduled July 31, 2012 retirement date, we have agreed to
amend her stock option agreement at such time to allow her to exercise all vested but unexercised
options for a period up to and including July 31, 2015. However, because SEC rules require us to
prepare the tables below assuming a termination scenario as of February 3, 2012, if Ms. Guion had
resigned without good reason at that time, she would have forfeited her vested options.
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