Exhibit 10.15


 


DOLLAR GENERAL CORPORATION

RESTRICTED STOCK UNIT AWARD AGREEMENT


 


THIS AGREEMENT (the “Agreement”) is made
effective as of [ · ], 2009 (the “Grant
Date”), between Dollar General Corporation, a Tennessee corporation
(hereinafter called the “Company”), and [              ]
(hereinafter referred to as the “Grantee”).  Capitalized terms not otherwise defined
herein shall have the same meanings as in the Amended and Restated 2007 Stock
Incentive Plan for Key Employees of Dollar General Corporation and its
Affiliates, as amended from time to time (the “Plan”), the terms of
which are hereby incorporated by reference and made a part of this Agreement.


 


WHEREAS, the Company desires to grant the Grantee a
restricted stock unit award as provided for hereunder, ultimately payable in
shares of Common Stock of the Company, par value $0.875 per Share (the “Restricted
Stock Unit Award”), pursuant to the terms and conditions of this Agreement
and the Plan; and


 


WHEREAS, the committee of the Company’s Board appointed
to administer the Plan (the “Committee”) has determined that it would be
to the advantage and in the best interest of the Company and its shareholders
to grant the Restricted Stock Unit Award provided for herein to the Grantee;


 


NOW, THEREFORE, in consideration of the foregoing
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto do hereby agree as follows:


 


1.     Grant
of the Restricted Stock Unit. 
Subject to the terms and conditions of the Plan and the additional terms
and conditions set forth in this Agreement, the Company hereby grants to the
Grantee [ · ] Restricted
Stock Units. A “Restricted Stock Unit” represents the right to receive
one share of Common Stock upon satisfaction of the vesting and other conditions
set forth in this Agreement.  The
Restricted Stock Units shall vest and become nonforfeitable in accordance with Section 2
hereof.


 


2.     Vesting.


 


(a)           The Restricted Stock Units shall
become vested and nonforfeitable in three equal installments on each of the
first, second, and third annual shareholders meeting of the Company immediately
following the Grant Date (each such date, a “Vesting Date”), so long as
the Grantee continues to be a member of the Board through each such Vesting
Date.  Subject to acceleration of vesting
pursuant to Section 2(b) below, upon any cessation of service by the
Grantee as a member of the Board prior to any Vesting Date(s), the Grantee
shall forfeit any rights to vest in any then unvested Restricted Stock Units.


 


(b)           Notwithstanding the foregoing, (i) if
the Grantee ceases to be a member of the Board due to the Grantee’s death or
Disability (as defined below), then
that 33 1/3% portion of the
Restricted Stock Units that would have become vested and nonforfeitable on the
next Vesting Date if the Grantee had remained a member of the Board through
such date will become vested and nonforfeitable upon such death or Disability;
and (ii) the Restricted Stock Units shall


 

















 


become
immediately vested and nonforfeitable as to 100% of the shares of Common Stock
subject to such Restricted Stock Units immediately prior to a Change in Control
(but only to the extent such Restricted Stock Units have not otherwise
terminated or become vested and nonforfeitable) so long as the Grantee is a
member of the Board through the date of the Change in Control.


 


(c)           For
the purposes of this Agreement, Disability shall have
the meaning as provided under Section 409A(a)(2)(C)(i) of the Code.


 


3.     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.


 


4.     Dividend
Equivalents.  In the event that the Company pays
any ordinary dividend (whether in cash, shares of Common Stock or other
property) on its Shares, on the date such dividend is paid to shareholders the
Grantee shall be credited, based on the number of unvested Restricted Stock
Units held by the Grantee and the number of Deferred Shares (if any) that the
Grantee is entitled to receive on a Deferred Delivery Date, in each case as of
the record date of such dividend, with additional Restricted Stock Units or
Deferred Shares, as applicable, that reflect the amount of such dividend (or if
such dividend is paid in shares of Common Stock or other property, the fair
value of the dividend, as determined in good faith by the Board).  Any such additional Restricted Stock Units
and Deferred Shares, as applicable, shall be subject to all terms and
conditions of this Agreement.


 


5.     Transferability.  Neither the Restricted Stock Units prior to
becoming vested pursuant to Section 2 nor any interest or right therein or
part thereof shall be liable for the debts, 


 


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contracts
or engagements of the Grantee or his or her successors in interest or shall be
subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect;
provided, however, that this Section 5 shall not prevent transfers by will
or by the applicable laws of descent and distribution.


 


6.     Grantee’s
Continued Service on the Board. Nothing contained in this Agreement or in
any other agreement entered into by the Company and the Grantee guarantees that
the Grantee will continue to serve as a member of the Board for any specified
period of time.


 


7.     Change
in Capitalization. If any event described in Section 9 of the Plan
occurs, this Agreement and the Restricted Stock Units (and any Deferred Shares
due to be delivered hereunder) shall be adjusted to the extent required or
permitted, as applicable, pursuant to Section 9 of the Plan.


 


8.     Taxes.
The Grantee shall have full responsibility, and the Company shall have no
responsibility, for satisfying any liability for any federal, state or local
income or other taxes required by law to be paid with respect to such
Restricted Stock Units, including upon the vesting of the Restricted Stock
Units and the delivery of any RSU Shares. The Grantee is hereby advised to seek
his or her own tax counsel regarding the taxation of the grant and vesting of
the Restricted Stock Units hereunder (and the tax consequences of any deferral
election made in respect of the delivery of any RSU Shares).


 


9.     Limitation
on Obligations.  This Restricted
Stock Unit Award shall not be secured by any specific assets of the Company or
any of its Subsidiaries, nor shall any assets of the Company or any of its
Subsidiaries be designated as attributable or allocated to the satisfaction of
the Company’s obligations under this Agreement. 
In addition, the Company shall not be liable to the Grantee for damages
relating to any delays in issuing the share certificates or electronic delivery
thereof to him (or his designated entities), any loss of the certificates, or
any mistakes or errors in the issuance or registration of the certificates or
in the certificates themselves.


 


10.   Securities Laws.  The Company may require the Grantee to make
or enter into such written representations, warranties and agreements as the
Committee may reasonably request in order to comply with applicable securities
laws.  The granting of the Restricted
Stock Units hereunder shall be subject to all applicable laws, rules and
regulations and to such approvals of any governmental agencies as may be
required.


 


11.   Notices.  Any notice to be given under the terms of
this Agreement to the Company shall be addressed to the Company in care of its
Secretary or his or her designee, and any notice to be given to the Grantee
shall be addressed to him at the address given beneath his signature
hereto.  By a notice given pursuant to
this Section 11, either party may hereafter designate a different address
for notices to be given to him.  Any
notice that is required to be given to the Grantee shall, if the Grantee is
then deceased, be given to the Grantee’s personal representative if such
representative has previously informed the Company of his status and address by
written notice under this Section 11. 
Any notice shall have been deemed duly given 


 


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when
delivered by hand or courier or when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the United States Postal Service


 


12.   Governing
Law.  The laws of the State of
Delaware shall govern the interpretation, validity and performance of the terms
of this Agreement regardless of the law that might be applied under principles
of conflicts of laws.


 


13.   Section 409A of the Code.  The provisions of Section 10(c) of
the Plan are hereby incorporated by reference.


 


14.   Restricted
Stock Units Subject to Plan. The Restricted Stock Unit Award and the Shares
issued to the Grantee upon payment of the Restricted Stock Units shall be
subject to all terms and provisions of the Plan, to the extent applicable to
the Restricted Stock Units and such Shares. In the event of any conflict
between this Agreement and the Plan, the terms of the Plan shall control.


 


15.   Amendment
and Termination. This Agreement may be modified in any manner consistent
with Section 10 of the Plan.


 


16.   Administration. The Committee shall
have the power to interpret the Plan and this Agreement and to adopt such rules for
the administration, interpretation and application of the Plan as are
consistent therewith and to interpret or revoke any such rules.  All actions taken and all interpretations and
determinations made by the Committee shall be final and binding upon the
Grantee, the Company and all other interested persons.  No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or the Restricted Stock Unit Award.  In its absolute discretion, the Board may at
any time and from time to time exercise any and all rights and duties of the
Committee under the Plan and this Agreement.


 


17.   Rights as Shareholder. Except as may
be otherwise provided in Section 7 of this Agreement, the holder of a
Restricted Stock Unit Award shall not be, nor have any of the rights or
privileges of, a shareholder of the Company in respect of any Shares issuable
upon the payment of a vested Restricted Stock Unit unless and until a
certificate or certificates representing such Shares shall have been issued by
the Company to such holder or, if the Common Stock is listed on a national
securities exchange, a book entry representing such Shares has been made by the
registrar of the Company.


 


18.   Signature
in Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.


 


[Signatures on next page.]


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.


 


 


	
   

  	
  DOLLAR
  GENERAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  ADDRESS: