Dollar General 2011 Annual Report Download - page 86

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portion thereof) shall be regarded as a nonqualified stock option granted under the Plan; provided that
such Stock Option (or portion thereof) otherwise complies with the Plan’s requirements relating to
nonqualified stock options. In no event shall any member of the Committee, the Company or any of its
Affiliates (or their respective employees, officers or directors) have any liability to any Participant (or
any other Person) due to the failure of a Stock Option to qualify for any reason as an ISO.
(iii) Attestation. Wherever in this Plan or any agreement evidencing an Award a
Participant is permitted to pay the Stock Option exercise price of a Stock Option or taxes relating to
the exercise of a Stock Option by delivering Shares, the Participant may, subject to procedures
satisfactory to the Committee, satisfy such delivery requirement by presenting proof of Beneficial
Ownership of such Shares, in which case the Company shall treat the Stock Option as exercised without
further payment and shall withhold such number of Shares from the Shares acquired by the exercise of
the Stock Option, subject to actual receipt of such Shares (whether of the actual Share certificate or
electronic delivery of such Shares).
(b) Stock Appreciation Rights. The Committee may grant ‘‘Stock Appreciation Rights’’ (as
hereinafter defined) independent of, or in connection with, the grant of a Stock Option or a portion
thereof. Each Stock Appreciation Right shall be subject to such other terms as the Committee may
determine. The exercise price per Share of a Stock Appreciation Right shall in no event be less than
the Fair Market Value on the date the Stock Appreciation Right is granted or, in the case of a Stock
Appreciation Right granted in conjunction with a Stock Option, or a portion thereof, the Stock Option
exercise price of the related Stock Option. Each ‘‘Stock Appreciation Right’’ granted independent of a
Stock Option shall be defined as a right of a Participant, upon exercise of such Stock Appreciation
Right, to receive an amount equal to the product of (i) the excess of (A) the Fair Market Value on the
exercise date of one Share over (B) the exercise price per Share of such Stock Appreciation Right,
multiplied by (ii) the number of Shares covered by the Stock Appreciation Right. Payment of the Stock
Appreciation Right shall be made in Shares or in cash, or partly in Shares and partly in cash (any such
Shares valued at the Fair Market Value on the date of the payment), all as shall be determined by the
Committee. Stock Appreciation Rights may be exercised from time to time upon actual receipt by the
Company of written notice of exercise stating the number of Shares with respect to which the Stock
Appreciation Right is being exercised. The date a notice of exercise is received by the Committee shall
be the exercise date. No fractional Shares will be issued in payment for Stock Appreciation Rights, but
instead cash will be paid for a fraction or, if the Committee should so determine, the number of Shares
will be rounded downward to the next whole Share.
(c) Other Stock-Based Awards.
(i) Generally. The Committee may grant or sell awards of Shares, awards of
restricted Shares and awards that are valued in whole or in part by reference to, or are otherwise based
on the Fair Market Value or number of, or are in any way payable in the form of, Shares (including,
without limitation, restricted stock units and bonus stock). Such ‘‘Other Stock-Based Awards’’ shall be in
such form, and dependent on such conditions, as the Committee may determine, including, without
limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash
value of such Shares) upon the completion of a specified period of service, the occurrence of an event
and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or
in addition to any other Awards under the Plan. Subject to the provisions of the Plan, the Committee
shall determine to whom and when Other Stock-Based Awards will be made; the number of Shares to
be awarded under (or otherwise related to) such Other Stock-Based Awards; whether such Other
Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other
terms and conditions of such awards (including, without limitation, the vesting provisions thereof and
provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable).
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