Exhibit 10.35


 


Supplemental
Release


 


This Supplemental Release
agreement is between Dollar General Corporation and David Perdue (collectively “the
Parties”). Reference is made to that Employment Agreement entered by the
Parties on September 18, 2006 (the “Employment Agreement”) and to that
Release Agreement entered between the Parties dated July 16, 2007 (the “Release”).


 


WHEREAS, a dispute has arisen between the parties
as to the meaning and interpretation of Section 11(a)(iv) of the
Employment Agreement;


 


WHEREAS, in compromise of that dispute and to
fully and finally resolve the matter, Dollar General has agreed to provide
Perdue certain payments as fully described below.


 


NOW, THEREFORE, the Parties agree as follows:


 


1.                    On January 7, 2008, Dollar General will pay
Perdue $24,892 plus the amount described in no. 2 below; provided that no
payment shall be made unless this Supplemental Release has been executed and
the revocation period described in no. 7 below has expired. Such amount
represents approximately 36 times the monthly cost to Perdue of his current
COBRA premiums.


 


2.                    Dollar General will also pay Perdue an additional
amount (the “gross up” amount) that will be sufficient to cover the tax impact
to him resulting from the payment referenced in no. 1 above as required
under the last sentence of Section 11(a)(iv) and Section 11(b) of
the Employment Agreement. The intention of this payment is that the net total
payment to Perdue will be the $24,892 referenced in no. 1 above.


 


3.                    In exchange for the payments referenced in nos. 1
and 2 above, Perdue hereby voluntarily and irrevocably waives, releases, and
withdraws all claims, complaints, suits or demands which he ever had, may have
or now has relating to Section 11(a)(iv) of the Employment Agreement,
retiree medical benefits, and/or health insurance, or any direct or indirect
payment or reimbursement for such benefits or insurance, or any obligation on
the part of Dollar General to procure any such benefits or insurance.


 


4.                    This Supplemental Release is solely for the purposes
specifically described herein and in no other way supersedes, waives, amends or
alters the Employment Agreement or the Release.


 


5.                    This Supplemental Release shall not in any way be
construed as an admission by Dollar General or Perdue of any improper actions
or liability whatsoever as to one another, and each specifically disclaims any
liability to or improper actions against the other or any other person, on the
part of itself or himself, its or his employees or agents.


 


6.                    Employee warrants, represents and agrees that he has
been encouraged in writing to seek advice from anyone of his choosing regarding
this Supplemental Release, including his attorney and account or tax advisor,
prior to his signing it; that this Supplemental Release represents written
notice to do so; that he has been given the opportunity and sufficient time to
seek 


 

















 


such advice; and that he
fully understands the meaning and contents of this Supplemental Release. He
further represents and warrants that he was not coerced, threatened or
otherwise forced to sign this Supplemental Release, and that his signature
appearing hereinafter is voluntary and genuine. PERDUE
UNDERSTANDS THAT HE MAY TAKE UP TO TWENTY-ONE (21) DAYS TO CONSIDER
WHETHER OR NOT HE DESIRES TO ENTER INTO THIS RELEASE.


 


7.                    PERDUE UNDERSTANDS THAT HE MAY REVOKE
THIS RELEASE BY NOTIFYING DOLLAR GENERAL IN WRITING OF SUCH REVOCATION WITHIN
SEVEN (7) DAYS OF HIS EXECUTION OF THIS RELEASE AND THAT THIS RELEASE IS
NOT EFFECTIVE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD. HE
UNDERSTANDS THAT UPON THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD,
THIS RELEASE WILL BE BINDING UPON HIM AND HIS HEIRS, ADMINISTRATORS,
REPRESENTATIVES, EXECUTORS, SUCCESSORS AND ASSIGNS AND WILL BE IRREVOCABLE.


 


Acknowledged and agreed
to:


 


	
  Dollar General Corporation

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:  

  	
  /s/
  Susan Lanigan

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:  

  	
  12/28/2007

  
	
  Its:  

  	
  EVP,
  General Counsel

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  David Perdue

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  David A. Perdue

  	
   

  	
  Date:  

  	
  12/27/2007

  
	
  David Perdue