Dollar General 2014 Annual Report Download - page 55

Proxy
The amounts deferred or contributed to the CDP/SERP Plan are credited to a liability account,
which is then invested at the participant’s option in an account that mirrors the performance of a fund
or funds selected by the Compensation Committee or its delegate. Beginning on August 2, 2008, these
funds are identical to the funds offered in our 401(k) Plan.
A participant who ceases employment with at least 10 years of service or after reaching age 50
and whose CDP account balance or SERP account balance exceeds $25,000 may elect for that account
balance to be paid in cash by (a) lump sum, (b) monthly installments over a 5, 10 or 15-year period or
(c) a combination of lump sum and installments. Otherwise, payment is made in a lump sum. The
vested amount will be payable at the time designated by the CDP/SERP Plan upon the participant’s
termination of employment. A participant’s CDP/SERP benefit normally is payable in the following
February if employment ceases during the first 6 months of a calendar year or is payable in the
following August if employment ceases during the last 6 months of a calendar year. However,
participants may elect to receive an in-service lump sum distribution of vested amounts credited to the
CDP account, provided that the date of distribution is no sooner than 5 years after the end of the year
in which the amounts were deferred. In addition, a participant who is actively employed may request an
‘‘unforeseeable emergency hardship’’ in-service lump sum distribution of vested amounts credited to the
participant’s CDP account. Account balances are payable in cash.
As a result of our change in control which occurred in 2007, the CDP/SERP Plan liabilities
through July 6, 2007 were fully funded into an irrevocable rabbi trust. We also funded into the rabbi
trust deferrals into the CDP/SERP Plan between July 6, 2007 and October 15, 2007. All CDP/SERP
Plan liabilities incurred on or after October 15, 2007 are unfunded.
Potential Payments upon Termination or Change in Control
Our employment agreements and equity award agreements with our named executive officers
and certain plans and programs in which our named executive officers participate, in each case as in
effect at the end of our 2014 fiscal year, provide for benefits or payments upon certain employment
termination or change in control events. These benefits and payments are discussed below except to the
extent a benefit or payment is available generally to all salaried employees and does not discriminate in
favor of our executive officers. This summary excludes discussion of the operation of any agreements or
programs entered into or to the extent modified after the end of our 2014 fiscal year, including without
limitation our employment transition agreement with Mr. Dreiling effective March 10, 2015, and the
restricted stock unit award agreement with Mr. Dreiling dated March 17, 2015. As of the date of this
document, we believe that Mr. Tehle’s retirement in July 2015 will not result in payments or benefits
that differ from those described below.
Payments Upon Termination Due to Death or Disability
Pre-2012 Equity Awards. Mr. Dreiling is the only named executive officer who has options
outstanding that were granted prior to 2012. All such options are fully vested and generally may be
exercised for a period of 1 year from service termination unless such options have expired earlier.
Mr. Dreiling’s 2012 Performance-Based Restricted Stock. If Mr. Dreiling’s employment with us
terminates due to his death or disability (as defined in his performance-based restricted stock award
agreement), all or a portion of his performance-based restricted stock may vest, unless previously
vested or forfeited, depending upon the timing of such termination as follows:
• If such termination had occurred prior to the date on which achievement of the fiscal 2014
performance target had been determined, but only if such financial performance target was
actually achieved, then a pro-rata portion of the award that would have become vested had
he remained employed with us through such determination date would have become vested
and nonforfeitable on such determination date and all remaining unvested performance-
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