Exhibit 10.17


 


[date]


 


[Name]


[Address]


[Address]


 


 


Re:          Non-Employee Directors of Dollar General Corporation (the “Company”)


 


Dear [Name]:


 


We are pleased to offer you a position as a member
of our Board of Directors immediately following the completion of the initial
public offering (the “IPO”) of our
common stock.


 


This letter outlines the proposed compensation
arrangements for directors who will be serving on the Board immediately
following the IPO.


 


1.     Term of Service; Board
Meetings.  Each director will
be elected to serve a one-year term and will be expected to attend (in person
or telephonically) all meetings of the Board and any Board committee on which
the director serves.  A list of currently
scheduled Board meetings is attached.


 


2.     Director Fees.  Each director will receive a $75,000 annual
fee for each 12-month period that the director serves on the Board, payable, in
cash, in quarterly installments in arrears on or about  the
1st day of the first month of each calendar
quarter (pro-rated for any portion of a calendar quarter during which the
director commenced or terminated service as a director).  The chairpersons of the Audit, Compensation,
and Nominating & Corporate Governance Committees will receive an
additional annual fee of $17,500, $15,000 and $10,000, respectively, for each
year of such service, payable, in cash, quarterly in arrears for each 12-month
period that the director serves in such position and subject to continued
service as chairperson of such Committee (pro-rated for any portion of a
calendar quarter during which the director commenced or terminated service as
such chairperson).  In addition, any
director who attends (in person or telephonically) in a given fiscal year more
than twelve Board and committee meetings on a combined basis will also receive
a cash payment of $1,500 for each such additional meeting attended in that
year.


 


3.     Equity Compensation.   We anticipate that each director will receive
an equity award with a value of $75,000, consisting of non-qualified stock options
(“Options”) to purchase shares of our
common stock and restricted stock units ultimately payable in shares of our
common stock (“RSUs”).  Each Option will have a per share exercise
price equal to the fair market value of a share of our common stock on the date
the Option is granted. The Options are expected to vest 25% per year on each of
the first four anniversaries of the grant date, subject to continued Board
service through each such anniversary. 
The RSUs are expected to vest 33 1/3% per year on each of our first
three annual shareholder meetings, subject to continued Board service through
each such meeting date.  The Option and
RSU grants will be evidenced by an option agreement or an RSU agreement, as
applicable, and issued pursuant to the Dollar General Corporation Amended and
Restated 2007 Stock Incentive Plan (the “Incentive
Plan”).  All grants require
the approval of the Committee that administers the Incentive Plan.


 


As discussed in more detail in the letter regarding
Deferral Elections for RSU Awards and the RSU Award Deferral Election Form accompanying
this letter, directors will have the choice of deferring receipt of a portion
of the shares of our common stock otherwise deliverable upon the vesting of the
RSUs.  If
you wish to make a deferral election with respect to any portion of your
anticipated RSU


 

















 


award, you must return a
completed and signed copy of the enclosed RSU Award Deferral Election Form to
[      ] by October 14, 2009. Such deferral
election will be irrevocable.


 


4.     Investment
Requirement.   Each director
will be expected to acquire a number of shares of our common stock with a value
of $75,000 by the date on which the director joins our Board and to continue to
hold such shares until the end of his or her Board service.  The shares may be acquired through the open
market or through the Directed Share Program offered in connection with the
IPO. In addition, directors who are also employees of Goldman, Sachs &
Co. and KKR may satisfy such requirement by investing at least $75,000 in an
investment vehicle (which may be a limited partnership or other investment
fund) that indirectly owns shares of our common stock and was formed for the
purpose of facilitating the investment by employees of Goldman, Sachs &
Co. or KKR in portfolio investments of such entities.


 


5.     Miscellaneous.  A director that is required to travel in
connection with a Board or committee meeting or any other approved
Company-related business will be reimbursed for his or her reasonable travel,
meal and lodging expenses pursuant to our expense reimbursement policy in
effect from time to time.  In addition,
all directors will be covered by our director and officer insurance policy and
fully indemnified for his or her Board service to the extent permitted by
applicable law.


 


The foregoing remains subject to final Board
approval.  Please feel free to contact my
office if you have any questions regarding these arrangements.


 


I greatly appreciate your willingness to serve on
the Board, and I look forward to a long and productive relationship with you.


 


 


	
   

  	
  Best
  regards,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Rick Dreiling, Chairman & CEO

  



 


 


Enclosures:


Current Schedule of Board Meetings


Letter regarding Deferral Elections for RSU Awards


RSU Award Deferral Election Form


 


2