Dollar General 2014 Annual Report Download - page 58

Proxy
performance share units from such awards that would have become vested had
such officer remained employed through the 2nd anniversary of the grant date
(one-third of earned performance share units) would have or shall become vested
and nonforfeitable, as applicable, and would have been or shall be paid, as
applicable, on the retirement date. For the 2012 PSUs, the 2013 PSUs and the
2014 PSUs, if such retirement had occurred or occurs, as applicable, after the
2nd anniversary of the grant date but prior to the 3rd anniversary of the grant date,
the remaining portion of any earned but unvested performance share units from
such awards that would have become vested had such officer remained employed
through the 3rd anniversary of the grant date (one-third of earned performance
share units) would have or shall become vested and nonforfeitable, as applicable,
and would have or shall be paid, as applicable, on the retirement date. Otherwise,
any earned but unvested performance share units from such awards shall be
forfeited and cancelled on the retirement date.
• Restricted Stock Units. The one-third of the outstanding restricted stock units that would
have become vested and nonforfeitable on the next immediately following vesting date if
such officer had remained employed through such date will become vested and
nonforfeitable upon such retirement (provided that if the retirement occurs on a vesting
date no accelerated vesting will occur, but rather the officer shall be entitled only to the
portion of the restricted stock units that were scheduled to vest on such vesting date) and
will be paid 6 months and 1 day following the retirement date.
Payments Upon Voluntary Termination
The payments to be made to a named executive officer upon voluntary termination vary
depending upon whether he resigns with or without ‘‘good reason’’ (as defined in the applicable
employment agreement) or after our failure to offer to renew, extend or replace his employment
agreement under certain circumstances.
Voluntary Termination with Good Reason or After Failure to Renew the Employment Agreement.
If any named executive officer resigns with good reason, he will forfeit all then unvested equity awards.
Such officer generally may exercise any vested options that were granted after 2011 up to 90 days
following the resignation date and generally may exercise any vested options that were granted prior to
2012 for 180 days following the resignation date.
In the event any named executive officer (other than Mr. Dreiling) resigns under the
circumstances described in (2) below, or in the event we failed to extend the term of Mr. Dreiling’s
employment as provided in (3) below, the relevant named executive officer’s equity will be treated as
described under ‘‘Voluntary Termination without Good Reason’’ below.
Additionally, (1) if the named executive officer resigns with good reason, or (2) if the named
executive officer, other than Mr. Dreiling, resigns within 60 days of our failure to offer to renew,
extend or replace his employment agreement before, at or within 6 months after the end of the
agreement’s term (unless we enter into a mutually acceptable severance arrangement or the resignation
is a result of the named executive officer’s voluntary retirement or termination), or (3) if we had
elected not to extend Mr. Dreiling’s term of employment by providing 60 days prior written notice
before the applicable extension date, then in each case the named executive officer will receive or
would have received (in Mr. Dreiling’s case) the following benefits generally on or beginning on the
60th day after termination of employment but contingent upon the execution and effectiveness of a
46