RESTRICTED STOCK UNIT AWARD AGREEMENT
«NAME_FIRST»
«NAME_LAST» [DOLLAR
GENERAL CORPORATION
LOGO]
«ADDRESS1»
«ADDRESS2»
«CITY»
«STATE» «ZIP»
You
have
been granted
an Outside Director Restricted Unit Award (“RSUs”) as follows:
|
Grant
Date
|
#
RSUs
|
Vesting
Date
|
Payment
Date
|
|
«DATE1»
|
«NUMBER»
|
«DATE2»
|
After
Termination of Board Service
|
Plan
Information: The
RSUs
have been granted pursuant to the 1998 Stock Incentive Plan, as amended to
date
(the
“Plan”), and are subject to all the restrictions, conditions and other terms
contained in that Plan (see the enclosed Prospectus and Prospectus Supplement(s)
for a summary of the Plan). Each RSU represents the right to receive one
share
of Dollar General common stock (or equivalent cash payment at the sole
discretion of the Compensation Committee) on the Payment Date.
Important
Tax Law Changes: Due to tax law changes enacted in the
American Jobs Creation Act of 2004 and applicable to the Plan effective January
1, 2005, new rules contained in Section 409A of the Internal Revenue Code
(“IRC”) apply to the payment of RSUs. These new rules apply to RSUs that are
unvested as of, or granted after, December 31, 2004. Please refer to the
Prospectus Supplement dated May 24, 2005 for more information.
Vesting
Information: The
RSUs generally will vest on the Vesting Date set forth above if you are a
member
of the Board on that date. The Vesting Date may be accelerated upon a change
in
control of Dollar General, or upon the termination of your service as a director
by reason of death, Disability or Normal Retirement (each as defined in the
Plan), all as set forth in the Plan. If your service as a director is terminated
for Cause (as defined in the Plan), all RSUs, vested or not, will terminate
immediately and you will not be entitled to any payment with respect to your
RSUs.
Payment
Date and Form: You
will not receive a payment relating to the RSUs until you have ceased to
be a
Board member. Your payment will be made in shares of Dollar General common
stock
(other than fractional shares, which will be paid in cash), or in cash or
part
shares and part cash at the sole option of the Compensation Committee.
Subject
to the Plan’s election timing rules:
| · |
You
can choose to receive your payment either in a single lump sum or
in 10 or
less annual installments.
|
| · |
You
also may choose the timing of your lump sum payment or first payment
installment from 3 options: (1) as soon as practicable after you
cease to be a Board member (subject
to a 6-month delay if you are a “key employee”); (2) on the first day
of the calendar month beginning more than 6 months after you cease
to be a
Board member; or (3) on the first anniversary of the date on which
you cease to be a Board member.
|
Your
elections will apply to all
RSUs
granted to you under the Plan, not just to those subject to this particular
award.
Election
Timing Rules for Initial Elections: If
this is the first RSU grant you receive from Dollar General, you may make
or
change your “Initial Payment Elections” at any time up to and including 30 days
after you first
are
granted RSUs (or by December 31, 2007, if earlier) on a Payment Election
Form.
However, in no event may your Initial Payment Elections made within 30 days
after your first RSU grant cause payments to be made after 2007 if they would
otherwise be paid in 2007 under the Plan’s Default Payment Provisions or to be
made in 2007 if they would otherwise be paid after 2007 under the Plan’s Default
Payment Provisions. If properly completed and timely filed, your Payment
Election Form will become effective upon receipt by the Stock Services
Administrator. In the event you do not affirmatively choose your elections
or
follow the proper procedures for doing so, the Plan Default Payment Provisions
(described below) will apply.
If
this
is not
the
first RSU grant you receive from Dollar General, you may not
make
Initial Payment Elections with respect to this award. In that event, your
“Initial Payment Elections” will be either (1) those which you elected
within 30 days after you were first
granted
RSUs, (2) those in place on December 31, 2006 (if you made payment
elections on or before December 31, 2006) or (3) in the event you did not
affirmatively make payment elections or follow the proper procedures for
doing
so, those under the Plan Default Payment Provisions (described
below).
Election
Timing Rules for Amended Elections: After
your initial election period (which ends 30 days after you are first granted
RSUs), you may make changes to your Initial Payment Elections as long
as:
(a) you
make
the changes no later than 1
full
year before your service as an Outside Director terminates;
(b) the
changes do not have the effect of accelerating the time or schedule of payment
(e.g., you may not change from installments to a lump sum; and you may
not
elect to
accelerate time of payment); and
(c) the
changes defer the first payment for at least 5 years from the previously
selected payment date (except for elections to change the time or
form
of payment
not
related to death or disability).
Election
Procedure: Your
payment elections must be in writing (see attached Payment Election Form)
and
delivered to Stock Services Administrator, 000 Xxxxxxx Xxxxx, Xxxxxxxxxxxxxx,
XX
00000.
Default
Payment Provisions: The
“Plan
Default Payment Provisions” provide that payment
will be made in a lump sum (the
Plan’s default payment form) as
soon
as practicable after you cease to be a Board member subject
to a 6-month delay if you are a “key employee”
(the
Plan’s default payment time).
Beneficiary
Designation: You
may
also designate a beneficiary to receive your payments in the event of your
death
at any
time by completing and delivering a Beneficiary Designation Form to
Stock
Services Administrator.
If
you
make no beneficiary designation, your payments will be made to your estate
upon
your death.
General
Information: Section
8(c)(xi) of the Plan requires that you enter into an agreement with Dollar
General regarding this award. Accordingly, please sign below and return to
Xxxxx
Xxxxxxx.
-
2 -
IN
WITNESS WHEREOF, the parties have executed this Agreement effective as of
«DATE1».
DOLLAR
GENERAL CORPORATION
By:
Xxxxx
X.
Xxxxxxx
Executive
Vice President and General Counsel
[DIRECTOR
NAME]
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3
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OUTSIDE
DIRECTOR RESTRICTED UNIT AWARD
PAYMENT
ELECTION FORM
Instructions: Please
complete the following with respect to:
| · |
The
timing of payment of your RSUs; and
|
| · |
Your
designated beneficiary.
|
Please
note that your elections will apply to all of your RSUs (whether previously
awarded, currently awarded or to be awarded in the future), and that failure
to
file any election means you have elected the Plan Default Payment
Provisions. VERY
IMPORTANT: IF
YOU
PREVIOUSLY RECEIVED RSU GRANTS FROM DOLLAR GENERAL, YOU ARE ONLY PERMITTED
TO
MAKE AMENDED ELECTIONS.
Initial
Elections: You
may make or change your payment
elections
at any
time
within
the 30 day period after you first
are
granted RSUs (or by December 31, 2007, if earlier) by
completing another Payment Election Form and submitting it to the Stock Services
Administrator, 000 Xxxxxxx Xxxxx, Xxxxxxxxxxxxxx, XX 00000. However,
in no event may your initial payment elections made within 30 days after
your
first RSU grant cause payments to be made after 2007 if they would otherwise
be
paid in 2007 under the Plan’s Default Payment Provisions or to be made in 2007
if they would otherwise be paid after 2007 under the Plan’s Default Payment
Provisions. If properly completed and timely filed, your Payment Election
Form
will become effective upon receipt by the Stock Services
Administrator.
Amended
Elections: After
your initial election period, you may change your payment elections only
if:
(a) the new election is made not
later than 1 full year prior
to the
date on which you cease to be an Outside Director, (b) the new election
does not accelerate the time or schedule of payment (e.g., you cannot elect
to
change from installments to a lump sum; and you cannot elect to accelerate
time
of payment), and (c) the first payment must be deferred for at least 5
years from the previously selected payment date (except for elections to
change
the time or form of payment not related to death or disability). If
properly completed and timely filed, an election change will
supersede
any
prior elections made by you immediately upon receipt of your Payment Election
Form by the Stock Services Administrator unless your service as a director
terminates within 12 months of the receipt of your changes. In that case,
your
elections are considered to be (1) those reflected on the last Payment
Election Form properly
completed and timely received
by the Stock Services Administrator more than 12 months prior to your service
termination date
or
(2) if there is no Payment Election Form properly completed and timely
received by the Stock Services Administrator, those under the Plan Default
Payment Provisions.
We refer to the date on which your service as a director terminates as your
“Service Termination Date.”
Form
of Payment:
Choose
one
of the
following:
[ ] Lump
Sum
Distribution
|
[
]
|
Annual
Installments (if
you choose this option, indicate below the number of annual installments
desired, which may not exceed
10):
|
No.
of
Annual Installments: ______
-
1
-
Timing
of Payment:
Choose
one
of the
following to indicate when you would like your lump sum distribution or your
first annual installment, as applicable, to be made:
|
[
]
|
As
soon as practicable after my Service Termination Date
(subject to a 6-month delay if you are a “key
employee”)
|
|
[
]
|
On
the first day of the calendar month beginning more than 6 months
after my
Service Termination Date
|
|
[
]
|
On
the first anniversary of my Service Termination
Date
|
Date
Signature
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2
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OUTSIDE
DIRECTOR RESTRICTED UNIT AWARD
BENEFICIARY
DESIGNATION FORM
Instructions:
If you
have not designated a beneficiary for your Outside Director Restricted Unit
Awards (“RSUs”) OR if you would like to change your previously designated
beneficiary for your RSUs, please complete the following.
You
may
change your designated beneficiary at any time by completing another Beneficiary
Designation Form and submitting it to the Stock Services Administrator, 000
Xxxxxxx Xxxxx, Xxxxxxxxxxxxxx, XX 00000.
Beneficiary
Designation:
Please
indicate below the name of the person to whom you would like your payments
to be
made upon your death (if you do not designate a beneficiary, payments will
be
made to your estate):
I
understand that this Beneficiary Designation Form supersedes any prior
Beneficiary Designation Form for my RSUs.
Date
Signature
