Richard W. Dreiling CEO Of Dollar General Corp. agrees to remain with the company until January, Adjusts Salary To Almost $1.4M

Richard W. Dreiling, Chairman and Chief Executive Officer of the Dollar General Corp.(NYSE:DG), notified the Board of Directors of the Company on January 21, 2015, that he would agree to remain employed by the Company in his current position through January 29, 2016 or, if earlier, until the appointment of a successor.  

On March 10, 2015, the Company entered into an Employment Transition Agreement with Mr. Dreiling which supersedes his existing employment agreement with the Company.  The Agreement is summarized below.

The Agreement provides that Mr. Dreiling will retire from employment with the Company on January 29, 2016 (the “Retirement Date”), and will continue to serve as the Company’s Chief Executive Officer through the Retirement Date or, if earlier, until the appointment of a successor (the “Successor CEO Date”).  In the event the Successor CEO Date precedes the Retirement Date, Mr. Dreiling will be employed as Senior Advisor to the Company from the Successor CEO Date through the Retirement Date. Mr. Dreiling will continue to serve as a member of the Board of Directors, but will resign from the Board upon request of the Board on or at any time following the CEO Successor Date.  In addition, Mr. Dreiling will serve as Chairman of the Board through the CEO Successor Date or, if asked by the Board, through the Retirement Date.

Pursuant to the Agreement, Mr. Dreiling’s annual salary will be $1,329,035 through March 31, 2015 and $1,368,242 effectiveApril 1, 2015; he will be eligible to participate in the Company’s annual Teamshare bonus program for the 2015 fiscal year at the same threshold, target and maximum levels as the prior year and the Company will waive for Mr. Dreiling the requirement that participants be employed on the payment date to be eligible to receive any such bonus; he will not be eligible to receive an annual equity award in 2015 under the Company’s long-term incentive program but instead will receive at the same time such awards are granted to other employees a restricted stock unit award having an approximate targeted value of $4 million; he will retain coverage through the Retirement Date under all employee benefit plans and be entitled to all welfare, fringe and other benefits and perquisites that are available to all other executives of the Company; and he will be entitled to limited additional perquisites including reimbursement for up to $15,000 of legal expenses for review of the Agreement, payment of the premiums on his portable long-term disability insurance through the Retirement Date, and personal use of the Company’s airplane for his and his spouse’s travel between Nashville, Tennessee, and Livermore, California, while he continues to serve as Chief Executive Officer, not to exceed 100 hours total during the period of time beginning with the effective date of the Agreement and continuing through the Successor CEO Date or the Retirement Date, whichever occurs first, but in no event more than 16 hours per month. The Agreement provides for certain payments to Mr. Dreiling in the event of his termination of employment by the Company without Cause or by Mr. Dreiling for Good Reason or in the event of death or Disability . The Agreement includes certain business protection provisions, including non-competition and non-solicitation provisions for two years following Mr. Dreiling’s service termination date and acknowledges that the compensation and benefits under the Agreement are provided as consideration of such business protection provisions.

Mr. Dreiling’s outstanding equity awards will continue to vest, if at all, in accordance with the terms of the applicable award agreements.

Dollar General Corporation is a discount retailer. The Company offers a selection of merchandise, including consumable products such as food, paper and cleaning products, health and beauty products, pet supplies and tobacco products, and non-consumable products such as seasonal merchandise, home decor and domestics, and basic apparel. The Company is focused on serving the needs of the low, low-middle and fixed income consumers. It offers merchandise at everyday low prices (ranging $10 or less) through small-box locations. The Company’s selling space covers, on an average, approximately 7,400 square feet. The Company operates approximately 11,215 retail stores located in 40 states across the United States.

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