Exhibit 10.14


 


AMENDED AND RESTATED


DOLLAR GENERAL CORPORATION

ANNUAL INCENTIVE PLAN


 


This Amended and Restated Dollar General
Corporation Annual Incentive Plan (the “Plan”), initially approved by
the Board of Directors of Dollar General Corporation (the “Company”) on March 16,
2005 and adopted by the shareholders of the Company on May 24, 2005, is
hereby amended and restated in its entirety, effective as of the date set forth
in Section 9 of the Plan below, as follows:


 


SECTION 1

PURPOSE


 


The purpose of the Dollar General Corporation
Annual Incentive Plan is to permit the Company, through awards of annual
incentive compensation that satisfy the requirements for performance-based
compensation under Section 162(m) of the Internal Revenue Code, to
attract and retain executives and to motivate these executives to promote the
profitability and growth of the Company.


 


SECTION 2

DEFINITIONS


 


“Award” shall
mean the amount granted to a Participant by the Committee for a Performance
Period.


 


“Board” shall
mean the Board of Directors of the Company, or the successor thereto.


 


“Code” shall
mean the Internal Revenue Code of 1986, as amended.


 


“Committee”
shall mean the Compensation Committee of the Board or any subcommittee thereof
which meets the requirements of Section 162(m)(4)(C) of the Code.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


“Executive”
shall mean any “covered employee” (as defined in Section 162(m) of
the Code), any executive officer of the Company or its Subsidiaries and, in the
discretion of the Committee, any other employee of the Company or its
Subsidiaries.


 


“Participant”
shall mean, for each Performance Period, each Executive who has been selected
by the Committee to participate in the Plan.


 


“Performance Period”
shall mean the Company’s fiscal year or any longer period designated by the
Committee (not to exceed five years) with respect to which an Award may be
granted.  Performance Periods may not
overlap.


 

















 


“Plan” shall
mean this Amended and Restated Dollar General Corporation Annual Incentive
Plan, as amended from time to time.


 


“Qualified
Performance-Based Award” means an Award that is intended to qualify
for the Section 162(m) Exemption and is made subject to performance
goals based on Qualified Performance Measures.


 


“Qualified Performance
Measures” means one or more of the performance measures listed below
upon which performance goals for certain Qualified Performance-Based Awards may
be established from time to time by the Committee within the time period
prescribed by Section 162(m) of the Code:


 


(a)                                  Net earnings or
net income (before or after taxes);


 


(b)                                 Earnings per
share;


 


(c)                                  Net sales or
revenue growth;


 


(d)                                 Gross or net
operating profit;


 


(e)                                  Return measures
(including, but not limited to, return on assets, capital, invested capital,
equity, sales, or revenue);


 


(f)                                    Cash flow
(including, but not limited to, operating cash flow, free cash flow, and cash
flow return on capital);


 


(g)                                 Earnings before
or after taxes, interest, depreciation, and/or amortization;


 


(h)                                 Gross or
operating margins;


 


(i)                                     Productivity
ratios;


 


(j)                                     Share price
(including, but not limited to, growth measures and total shareholder return);


 


(k)                                  Expense
targets;


 


(l)                                     Margins;


 


(m)                               Operating
efficiency;


 


(n)                                 Customer
satisfaction;


 


(o)                                 Working capital
targets;


 


(p)                                 Economic Value
Added;


 


(q)                                 Volume;


 


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(r)                                    Capital
expenditures;


 


(s)                                  Market share;


 


(t)                                    Costs;


 


(u)                                 Regulatory
ratings;


 


(v)                                 Asset quality;


 


(w)                               Net worth; and


 


(x)                                   Safety


 


“Section 162(m) Cash
Maximum” means $5,000,000.


 


“Section 162(m) Exemption”
means the exemption from the limitation on deductibility imposed by Section 162(m) of
the Code that is set forth in Section 162(m)(4)(C) of the Code or any
successor provision thereto.


 


“Service Recipient”
means the Company, any subsidiary of the Company, or any affiliate of the
Company that satisfies the definition of “service recipient” within the meaning
of Treasury Regulation Section 1.409A-1 (or any successor regulation),
with respect to which the person is a “service provider” (within the meaning of
Treasury Regulation Section 1.409A-1(or any successor regulation).


 


SECTION 3

ADMINISTRATION


 


The Plan shall be administered by the
Committee, which shall have full authority to interpret the Plan, to establish rules and
regulations relating to the operation of the Plan, to select Participants, to
determine the maximum Awards and the amounts of any Awards and to make all
determinations and take all other actions necessary or appropriate for the
proper administration of the Plan.  The
Committee’s interpretation of the Plan, and all actions taken within the scope
of its authority, shall be final and binding on the Company, its shareholders
and Participants, Executives, former Executives and their respective successors
and assigns.  No member of the Committee
shall be eligible to participate in the Plan.


 


SECTION 4

DETERMINATION OF AWARDS


 


(a)           Prior
to the beginning of each Performance Period, or at such later time as may be
permitted by applicable provisions of the Code (which, in the case of any
Qualified Performance-Based Award, currently is not later than the earlier of (i) 90
days after the beginning of the period of service to which the performance goal(s) relate
or (ii) the first 25% of the period of service), the Committee shall
establish: (1) the Executives or class of Executives who will be
Participants in the Plan; (2) for each Participant a maximum Award, which
shall not exceed the Section 162(m) Cash Maximum; and (3) the
performance goal(s) and Qualified 


 


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Performance Measure(s) applicable
to, and the method for computing the amount payable upon achievement of such
performance goal(s) in connection with, any Qualified Performance-Based
Award.


 


(b)           Following
the end of each Performance Period, and before any payments are made under the
Plan, the Committee shall certify in writing the satisfaction of the
performance goal(s) for any Qualified Performance Measure(s) applicable
to any Qualified Performance-Based Award.


 


(c)           The
Committee may reduce or eliminate the Award granted to any Participant based on
factors determined by the Committee, including but not limited to, performance
against budgeted financial goals and the Participant’s personal performance,
provided, however, that any such reduction or elimination shall not operate to
increase a Qualified Performance-Based Award, or amount payable thereunder, to
any Participant who is an Executive.  The
Committee may not increase a Qualified Performance-Based Award, or amount
payable thereunder, granted to a Participant who is an Executive.


 


SECTION 5

PAYMENT OF AWARDS


 


Each Participant shall be eligible to receive
payment of the Award in cash, as soon as practicable after the amount of such
Participant’s Award for a Performance Period has been determined, but in no
event later than the 15th day of the third calendar month following the
end of the fiscal year in respect of which such Awards were earned.  Subject to the provisions of Section 8(g) hereof,
payment of the award may be deferred in accordance with a written election by
the Participant in accordance with the terms of the Company’s CDP/SERP Plan, as
such Plan may be amended and/or restated from time to time.


 


SECTION 6

AMENDMENTS


 


The Committee may amend the Plan at any time
and from time to time, provided that no such amendment that would require the
consent of the shareholders of the Company pursuant to Section 162(m) of
the Code, NYSE listing rules or the Exchange Act, or any other applicable
law, rule or regulation, shall be effective without such consent.  No amendment which adversely affects a
Participant’s rights to, or interest in, an Award granted prior to the date of
the amendment shall be effective unless the Participant shall have agreed
thereto in writing.


 


SECTION 7

TERMINATION


 


The Committee may terminate this Plan at any
time but in no event shall the termination of the Plan adversely affect the
rights of any Participant to a previously granted Award without such Participant’s
written consent.


 


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SECTION 8

OTHER PROVISIONS


 


(a)           No
Executive or other person shall have any claim or right to be granted an Award
under this Plan until such Award is actually granted.  Neither the establishment of this Plan, nor
any action taken hereunder, shall be construed as giving any Executive any
right to be retained in the employ of the Company.  Nothing contained in this Plan shall limit
the ability of the Company to make payments or awards to Executives under any
other plan, agreement or arrangement.


 


(b)           The
rights and benefits of a Participant hereunder are personal to the Participant
and, except for payments made following a Participant’s death, shall not be
subject to any voluntary or involuntary alienation, assignment, pledge,
transfer, encumbrance, attachment, garnishment or other disposition.


 


(c)           Awards
under this Plan shall not constitute compensation for the purpose of
determining participation or benefits under any other plan of the Company
unless specifically included as compensation in such plan.


 


(d)           The
Company shall have the right to deduct from Awards any taxes or other amounts
required to be withheld by law.


 


(e)           All
questions pertaining to the construction, regulation, validity and effect of
the provisions of the Plan shall be determined in accordance with the laws of
the State of Tennessee without regard to principles of conflict of laws.


 


(f)            No
member of the Committee or the Board, and no officer, employee or agent of the
Company shall be liable for any act or action hereunder, whether of commission
or omission, taken by any other member, or by any officer, agent, or employee,
or, except in circumstances involving bad faith, for anything done or omitted
to be done in the administration of the Plan.


 


(g)           The Plan is intended to
comply with Section 409A of the Code and will be interpreted in a manner
intended to comply with Section 409A of the Code (“Section 409A”).  Notwithstanding anything herein to the
contrary, if at the time of the Participant’s termination of employment with
any Service Recipient the Participant is a “specified employee” as defined in Section 409A,
and the deferral of the commencement of any payments or benefits otherwise
payable hereunder as a result of such termination of service is necessary in
order to prevent the imposition of any accelerated or additional tax under Section 409A,
then the Company will defer the commencement of the payment of any such
payments or benefits hereunder (without any reduction in such payments or
benefits ultimately paid or provided to the Participant) to the minimum extent
necessary to satisfy Section 409A until the date that is six months and
one day following the Participant’s termination of employment with all Service
Recipients (or the earliest date as is permitted under Section 409A), if
such payment or benefit is payable upon a termination of employment.  Each
payment made under the Plan shall
be designated as a “separate payment” within the meaning of Section 409A.


 


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SECTION 9

EFFECTIVE DATE


 


The Plan shall be effective upon the date the Plan
is approved by the shareholders of the Company.


 


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