Common use of Entitlement to Receive Common Stock Clause in Contracts

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units granted herein (“RSU Shares”) are to be delivered to the Grantee as soon as reasonably and administratively practicable after the Restricted Stock Units become vested pursuant to the provisions of Section 2 above, but in no event later than two and one-half months after the end of the fiscal year of the Company during which the applicable Restricted Stock Units become vested. However, if the Grantee has made an election to defer receipt of all or any portion of the vested RSU Shares to a date beyond the applicable Vesting Date in accordance with the provisions of the Dollar General Corporation Deferral Election Form provided to the Grantee and returned to the Company prior to the Grant Date (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be delivered on the date(s) so elected by the Grantee pursuant to such Deferral Election Form (each a “Deferred Delivery Date”), but in no event later than December 31 of the calendar year in which such Deferred Delivery Date occurs. (b) As soon as is administratively feasible on or following any date on which any RSU Shares are to be delivered to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative a share certificate or evidence of electronic delivery of such RSU Shares in the amount of the RSU Shares so delivered to the Grantee, and such RSU Shares shall be registered in the name of the Grantee. (c) The shares of Common Stock deliverable upon the payment of a vested Restricted Stock Unit may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable.

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units granted herein that become vested and nonforfeitable in accordance with Section 2 (“RSU Shares”) are to shall be delivered paid to the Grantee as soon as reasonably and administratively practicable after or, if deceased, the Restricted Stock Units become Grantee’s estate on the Vesting Date or, if earlier, upon the Grantee’s death or Disability, upon a Change in Control, or upon termination of Board service (but only to the extent the RSU Shares are vested at the time of termination pursuant to the provisions of Section 2 above, but in no event later than two and one-half months after the end of the fiscal year of the Company during which the applicable Restricted Stock Units become vested2). However, if the Grantee has made an a timely and valid irrevocable election to defer receipt of all or any portion of the vested RSU Shares to a date beyond the applicable Vesting Date in accordance with the provisions of the Dollar General Corporation RSU Award Deferral Election Form provided to the Grantee and returned it to the Company prior to the Grant Date (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be delivered paid on the date(s) date so elected by the Grantee pursuant to such RSU Award Deferral Election Form (each Form, or, if earlier, upon the Grantee’s death or Disability or upon a “Deferred Delivery Date”), but Change in no event later than December 31 of the calendar year in which such Deferred Delivery Date occursControl. (b) As soon as is administratively feasible on or following On any date on which any RSU Shares or Deferred Shares are to be delivered paid to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, the Grantee’s personal representative, a share Share certificate or evidence of electronic delivery the issuance of such RSU Shares in or Deferred Shares on the amount of the RSU Shares so delivered to the GranteeCompany’s books and records, and such RSU Shares or Deferred Shares shall be registered in the name of the Grantee. (c) The shares of Common Stock deliverable upon the payment of a vested Restricted Stock Unit RSU Shares or Deferred Shares may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. (d) Only whole Shares shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional Restricted Stock Units or Deferred Shares credited from dividends pursuant to Section 4 below) includes a fractional share, on the date the RSU Shares or Deferred Shares are to be paid to the Grantee, such fractional Share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or if none, the Grantee’s personal representative, in cash, in an amount that equals the Fair Market Value of such fractional Share on such payment date or, if such payment date falls on a weekend, holiday or other non-trading day, the Fair Market Value of such fractional Share on the most recent trading date prior to such payment date. ​

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units granted herein (“RSU Shares”) are to be delivered paid to the Grantee as soon as reasonably and administratively practicable after on the Restricted Stock Units become Vesting Date or, if earlier, upon the Grantee’s death or Disability, upon a Change in Control, or upon termination of Board service (but only to the extent the RSU Shares are vested at the time of termination pursuant to the provisions of Section 2 above, but in no event later than two and one-half months after the end of the fiscal year of the Company during which the applicable Restricted Stock Units become vested2). However, if the Grantee has made an a timely and valid irrevocable election to defer receipt of all or any portion of the vested RSU Shares to a date beyond the applicable Vesting Date in accordance with the provisions of the Dollar General Corporation RSU Award Deferral Election Form provided to the Grantee and returned it to the Company [for a Grantee receiving an Award under the Plan for the first time: prior to the Grant Date Date] [for a Grantee receiving an annual Award: prior to December 31 of the calendar year preceding the Grant Date] (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be delivered paid on the date(s) date so elected by the Grantee pursuant to such RSU Award Deferral Election Form (each Form, or, if earlier, upon the Grantee’s death or Disability or upon a “Deferred Delivery Date”), but Change in no event later than December 31 of the calendar year in which such Deferred Delivery Date occursControl. (b) As soon as is administratively feasible on or following On any date on which any RSU Shares are to be delivered paid to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, his personal representative, a share certificate or evidence of electronic delivery of such RSU Shares in the amount of the RSU Shares so delivered to the Grantee, and such RSU Shares shall be registered in the name of the Grantee. (c) The shares of Common Stock deliverable upon the payment of a vested Restricted Stock Unit may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. (d) Only whole shares of Common Stock shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional Restricted Stock Units or Deferred Shares credited from dividends pursuant to Section 4 below) includes a fractional share, on the date the RSU Shares or Deferred Shares are to be paid to the Grantee, such fractional share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or if none, his personal representative, in cash, in an amount that equals the Fair Market Value of such fractional share on such payment date.

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units granted herein (“RSU Shares”) are to be delivered paid to the Grantee as soon as reasonably and administratively practicable after on the Restricted Stock Units become Vesting Date or, if earlier, upon the Grantee’s death or Disability, upon a Change in Control, or upon a Termination Event (but only to the extent the RSU Shares are vested at the time of termination pursuant to the provisions of Section 2 above, but in no event later than two and one-half months after the end of the 2). [Only applicable to future awards for fiscal year of the Company during which the applicable Restricted Stock Units become vested. service following fiscal 2016: However, if the Grantee has made an a timely and valid irrevocable election to defer receipt of all or any portion of the vested RSU Shares to a date beyond the applicable Vesting Date in accordance with the provisions of the Dollar General Corporation RSU Award Deferral Election Form provided to the Grantee and returned it to the Company prior to December 31 of the calendar year preceding the Grant Date (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be delivered paid on the date(s) date so elected by the Grantee pursuant to such RSU Award Deferral Election Form (each Form, or, if earlier, upon the Grantee’s death or Disability or upon a “Deferred Delivery Date”), but Change in no event later than December 31 of the calendar year in which such Deferred Delivery Date occursControl.] (b) As soon as is administratively feasible on or following On any date on which any RSU Shares are to be delivered paid to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, his personal representative, a share certificate or evidence of electronic delivery of such RSU Shares in the amount of the RSU Shares so delivered to the Grantee, and such RSU Shares shall be registered in the name of the Grantee. (c) The shares of Common Stock deliverable upon the payment of a vested Restricted Stock Unit may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. (d) Only whole shares of Common Stock shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional Restricted Stock Units [applicable only to future awards made for service for fiscal years after fiscal 2016: or Deferred Shares] credited from dividends pursuant to Section 4 below), includes a fractional share, on the date the RSU Shares [applicable only to future awards made for service for fiscal years after fiscal 2016: or Deferred Shares] are to be paid to the Grantee, such fractional share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, his personal representative, in cash, in an amount that equals the Fair Market Value of such fractional share on such payment date.

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units granted herein that become vested and nonforfeitable in accordance with Section 2 (“RSU Shares”) are to shall be delivered paid to the Grantee as soon as reasonably and administratively practicable after or, if deceased, the Restricted Stock Units become Grantee’s estate on the Vesting Date or, if earlier, upon the Grantee’s death or Disability, upon a Change in Control, or upon termination of Board service (but only to the extent the RSU Shares are vested at the time of termination pursuant to the provisions of Section 2 above, but in no event later than two and one-half months after the end of the fiscal year of the Company during which the applicable Restricted Stock Units become vested2). However, if the Grantee has made an a timely and valid irrevocable election to defer receipt of all or any portion of the vested RSU Shares to a date beyond the applicable Vesting Date in accordance with the provisions of the Dollar General Corporation RSU Award Deferral Election Form provided to the Grantee and returned it to the Company [for a Grantee receiving an Award under the Plan for the first time: prior to the Grant Date Date] [for a Grantee receiving an annual Award: prior to December 31 of the calendar year preceding the Grant Date] (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be delivered paid on the date(s) date so elected by the Grantee pursuant to such RSU Award Deferral Election Form (each Form, or, if earlier, upon the Grantee’s death or Disability or upon a “Deferred Delivery Date”), but Change in no event later than December 31 of the calendar year in which such Deferred Delivery Date occursControl. (b) As soon as is administratively feasible on or following On any date on which any RSU Shares or Deferred Shares are to be delivered paid to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, the Grantee’s personal representative, a share Share certificate or evidence of electronic delivery the issuance of such RSU Shares in or Deferred Shares on the amount of the RSU Shares so delivered to the GranteeCompany’s books and records, and such RSU Shares or Deferred Shares shall be registered in the name of the Grantee. (c) The shares of Common Stock deliverable upon the payment of a vested Restricted Stock Unit RSU Shares or Deferred Shares may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. (d) Only whole Shares shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional Restricted Stock Units or Deferred ​ Shares credited from dividends pursuant to Section 4 below) includes a fractional share, on the date the RSU Shares or Deferred Shares are to be paid to the Grantee, such fractional Share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or if none, the Grantee’s personal representative, in cash, in an amount that equals the Fair Market Value of such fractional Share on such payment date or, if such payment date falls on a weekend, holiday or other non-trading day, the Fair Market Value of such fractional Share on the most recent trading date prior to such payment date. ​

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units granted herein (“RSU Shares”) are to be delivered paid to the Grantee as soon as reasonably and administratively practicable after on the Restricted Stock Units become Vesting Date or, if earlier, upon the Grantee’s death or Disability, upon a Change in Control, or upon a Termination Event (but only to the extent the RSU Shares are vested at the time of termination pursuant to the provisions of Section 2 above, but in no event later than two and one-half months after the end of the fiscal year of the Company during which the applicable Restricted Stock Units become vested2). However, if the Grantee has made an a timely and valid irrevocable election to defer receipt of all or any portion of the vested RSU Shares to a date beyond the applicable Vesting Date in accordance with the provisions of the Dollar General Corporation RSU Award Deferral Election Form provided to the Grantee and returned it to the Company prior to December 31 of the calendar year preceding the Grant Date (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be delivered paid on the date(s) date so elected by the Grantee pursuant to such RSU Award Deferral Election Form (each Form, or, if earlier, upon the Grantee’s death or Disability or upon a “Deferred Delivery Date”), but Change in no event later than December 31 of the calendar year in which such Deferred Delivery Date occursControl. (b) As soon as is administratively feasible on or following On any date on which any RSU Shares are to be delivered paid to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, his personal representative, a share certificate or evidence of electronic delivery of such RSU Shares in the amount of the RSU Shares so delivered to the Grantee, and such RSU Shares shall be registered in the name of the Grantee. (c) The shares of Common Stock deliverable upon the payment of a vested Restricted Stock Unit may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. (d) Only whole shares of Common Stock shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional Restricted Stock Units or Deferred Shares credited from dividends pursuant to Section 4 below), includes a fractional share, on the date the RSU Shares or Deferred Shares are to be paid to the Grantee, such fractional share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, his personal representative, in cash, in an amount that equals the Fair Market Value of such fractional share on such payment date.

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units granted herein (“RSU Shares”) are to be delivered paid to the Grantee as soon as reasonably and administratively practicable after on the Restricted Stock Units become vested pursuant Vesting Date or, if earlier, upon the Grantee’s death, Disability or termination of Board service (but only to the provisions extent the RSU Shares are vested at the time of Section 2 above, but in no event later than two and one-half months after the end of the fiscal year of the Company during which the applicable Restricted Stock Units become vestedtermination). However, if the Grantee has made an a timely and valid irrevocable election to defer receipt of all or any portion of the vested RSU Shares to a date beyond the applicable Vesting Date in accordance with the provisions of the Dollar General Corporation RSU Award Deferral Election Form provided to the Grantee and returned it to the Company [for a Grantee receiving an Award under the Plan for the first time: prior to the Grant Date Date] [for a Grantee receiving an annual Award: prior to December 31 of the calendar year preceding the Grant Date] (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be delivered paid on the date(s) date so elected by the Grantee pursuant to such RSU Award Deferral Election Form (each Form, or, if earlier, upon the Grantee’s death or Disability or upon a “Deferred Delivery Date”), but Change in no event later than December 31 of the calendar year in which such Deferred Delivery Date occursControl. (b) As soon as is administratively feasible on or following On any date on which any RSU Shares are to be delivered paid to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, his personal representative, a share certificate or evidence of electronic delivery of such RSU Shares in the amount of the RSU Shares so delivered to the Grantee, and such RSU Shares shall be registered in the name of the Grantee. (c) The shares of Common Stock deliverable upon the payment of a vested Restricted Stock Unit may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable.

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units granted herein that become vested and nonforfeitable in accordance with Section 2 (“RSU Shares”) are to shall be delivered paid to the Grantee as soon as reasonably and administratively practicable after or, if deceased, the Restricted Stock Units become Grantee’s estate on the Vesting Date or, if earlier, upon the Grantee’s death or Disability, upon a Change in Control, or upon termination of Board service (but only to the extent the RSU Shares are vested at the time of termination pursuant to the provisions of Section 2 above, but in no event later than two and one-half months after the end of the fiscal year of the Company during which the applicable Restricted Stock Units become vested2). However, if the Grantee has made an a timely and valid irrevocable election to defer receipt of all or any portion of the vested RSU Shares to a date beyond the applicable Vesting Date in accordance with the provisions of the Dollar General Corporation RSU Award Deferral Election Form provided to the Grantee and returned it to the Company [for a Grantee receiving an Award under the Plan for the first time: prior to the Grant Date Date] [for a Grantee receiving an annual Award: prior to December 31 of the calendar year preceding the Grant Date] (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be delivered paid on the date(s) date so elected by the Grantee pursuant to such RSU Award Deferral Election Form (each Form, or, if earlier, upon the Grantee’s death or Disability or upon a “Deferred Delivery Date”), but Change in no event later than December 31 of the calendar year in which such Deferred Delivery Date occursControl. (b) As soon as is administratively feasible on or following On any date on which any RSU Shares or Deferred Shares are to be delivered paid to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, the Grantee’s personal representative, a share Share certificate or evidence of electronic delivery the issuance of such RSU Shares in or Deferred Shares on the amount of the RSU Shares so delivered to the GranteeCompany’s books and records, and such RSU Shares or Deferred Shares shall be registered in the name of the Grantee. (c) The shares of Common Stock deliverable upon the payment of a vested Restricted Stock Unit RSU Shares or Deferred Shares may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. (d) Only whole Shares shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional Restricted Stock Units or Deferred Shares credited from dividends pursuant to Section 4 below) includes a fractional share, on the date the RSU Shares or Deferred Shares are to be paid to the Grantee, such fractional Share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or if none, the Grantee’s personal representative, in cash, in an amount that equals the Fair ​ ​ Market Value of such fractional Share on such payment date or, if such payment date falls on a weekend, holiday or other non-trading day, the Fair Market Value of such fractional Share on the most recent trading date prior to such payment date. ​

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units granted herein that become vested and nonforfeitable in accordance with Section 2(a) or (b) (“RSU Shares”) are to shall be delivered paid to the Grantee as soon as reasonably and administratively practicable after Grantee, or, if deceased, the Restricted Stock Units become Grantee’s estate, on the Vesting Date or, if earlier, upon the Grantee’s death or Disability, upon a Change in Control, or upon a Termination Event (but only to the extent the RSU Shares are vested at the time of termination pursuant to the provisions of Section 2 above, but in no event later than two and one-half months after the end of the fiscal year of the Company during which the applicable Restricted Stock Units become vested2(b)). However, if the Grantee has made an a timely and valid irrevocable election to defer receipt of all or any portion of the vested RSU Shares to a date beyond the applicable Vesting Date in accordance with the provisions of the Dollar General Corporation RSU Award Deferral Election Form provided to the Grantee and returned it to the Company prior to December 31 of the calendar year preceding the Grant Date (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be delivered paid on the date(s) date so elected by the Grantee pursuant to such RSU Award Deferral Election Form (each Form, or, if earlier, upon the Grantee’s death or Disability or upon a “Deferred Delivery Date”), but Change in no event later than December 31 of the calendar year in which such Deferred Delivery Date occursControl. (b) As soon as is administratively feasible on or following On any date on which any RSU Shares or Deferred Shares are to be delivered paid to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, the Grantee’s personal representative, a share Share certificate or evidence of electronic delivery the issuance of such RSU Shares in or Deferred Shares on the amount of the RSU Shares so delivered to the GranteeCompany’s books and records, and such RSU Shares or Deferred Shares shall be registered in the name of the Grantee. (c) The shares of Common Stock deliverable upon the payment of a vested Restricted Stock Unit RSU Shares or Deferred Shares may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. (d) Only whole Shares shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional Restricted Stock Units or Deferred Shares credited from dividends pursuant to Section 4 below) includes a fractional Share, on the date the RSU Shares or Deferred Shares are to be paid to the Grantee, such fractional Share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, the Grantee’s personal representative, in cash, in an amount that equals the Fair Market Value of such fractional Share on such payment date or, if such payment date falls on a weekend, holiday or other non-trading day, the Fair Market Value of such fractional Share on the most recent trading date prior to such payment date.

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units granted herein (“RSU Shares”) are to be delivered to the Grantee as soon as reasonably and administratively practicable after the Restricted Stock Units become vested pursuant to the provisions of Section 2 above, but in no event later than two and one-half months after the end of the fiscal year of the Company during which the applicable Restricted Stock Units become vested. However, if the Grantee has made an election to defer receipt of all or any portion of the vested RSU Shares to a date beyond the applicable Vesting Date in accordance with the provisions of the Dollar General Corporation Deferral Election Form provided to the Grantee and returned to the Company prior to the Grant Date (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be delivered on the date(s) so elected by the Grantee pursuant to such Deferral Election Form (each Form, or, if earlier, upon a “Deferred Delivery Date”), but Change in no event later than December 31 of the calendar year in which such Deferred Delivery Date occursControl. (b) As soon as is administratively feasible on or following any date on which any RSU Shares are to be delivered to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative a share certificate or evidence of electronic delivery of such RSU Shares in the amount of the RSU Shares so delivered to the Grantee, and such RSU Shares shall be registered in the name of the Grantee. (c) The shares of Common Stock deliverable upon the payment of a vested Restricted Stock Unit may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable.

Entitlement to Receive Common Stock. (a) Shares corresponding to the number of Restricted Stock Units granted herein (“RSU Shares”) are to be delivered paid to the Grantee as soon as reasonably and administratively practicable after on the Restricted Stock Units become Vesting Date or, if earlier, upon the Grantee’s death or Disability, upon a Change in Control, or upon termination of Board service (but only to the extent the RSU Shares are vested at the time of termination pursuant to the provisions of Section 2 above, but in no event later than two and one-half months after the end of the fiscal year of the Company during which the applicable Restricted Stock Units become vested2). However, if the Grantee has made an a timely and valid irrevocable election to defer receipt of all or any portion of the vested RSU Shares to a date beyond the applicable Vesting Date in accordance with the provisions of the Dollar General Corporation RSU Award Deferral Election Form provided to the Grantee and returned it to the Company prior to December 31 of the calendar year preceding the Grant Date (such shares, the “Deferred Shares”), any such Deferred Shares shall instead be delivered paid on the date(s) date so elected by the Grantee pursuant to such RSU Award Deferral Election Form (each Form, or, if earlier, upon the Grantee’s death or Disability or upon a “Deferred Delivery Date”), but Change in no event later than December 31 of the calendar year in which such Deferred Delivery Date occursControl. (b) As soon as is administratively feasible on or following On any date on which any RSU Shares or Deferred Shares are to be delivered paid to the Grantee in accordance with Section 3(a) above, the Company shall deliver to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or, if none, his or her personal representative, a share certificate or evidence of electronic delivery of such RSU Shares or Deferred Shares in the amount of the RSU Shares or Deferred Shares so delivered to the Grantee, and such RSU Shares or Deferred Shares shall be registered in the name of the Grantee. (c) The shares of Common Stock deliverable upon the payment of a vested Restricted Stock Unit may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable.. ​ (d) Only whole shares of Common Stock shall be delivered in payment of a vested Restricted Stock Unit. To the extent a vested Restricted Stock Unit (including any additional 2 ‌ ‌ ​ ‌ ​ ​ ​ Restricted Stock Units or Deferred Shares credited from dividends pursuant to Section 4 below) includes a fractional share, on the date the RSU Shares or Deferred Shares are to be paid to the Grantee, such fractional share shall be paid to the Grantee or the Grantee’s legal representative or, if the Grantee is deceased, the Grantee’s designated beneficiary, or if none, his or her personal representative, in cash, in an amount that equals the Fair Market Value of such fractional share on such payment date. ​