Exhibit 10.32


 


RESTRICTED STOCK AWARD AGREEMENT


 


THIS AGREEMENT (the “Agreement”) is made effective
as of January 21, 2008 (the “Grant Date”), between Dollar General
Corporation, a Tennessee corporation (hereinafter called the “Company”), and
Richard Dreiling, an employee of the Company, hereinafter referred to as the “Grantee.”  Capitalized terms not otherwise defined
herein shall have the same meanings as in the Plan or the Management
Stockholder’s Agreement (each as defined below).


 


WHEREAS, pursuant to the Employment Agreement
entered into between Grantee and the Company of even date herewith (“Employment
Agreement”), the Company desires to grant the Grantee shares of Common Stock,
pursuant to the terms and conditions of this Agreement (the “Restricted Stock
Award”), the 2007 Stock Incentive Plan for Key Employees of Dollar General
Corporation and its Affiliates (the “Plan”) (the terms of which are hereby
incorporated by reference and made a part of this Agreement), and a Management
Stockholder’s Agreement entered into by and between the Company and the Grantee
as of the date hereof (the “Management Stockholder’s Agreement”).


 


WHEREAS, the Board has determined that it would be
to the advantage and best interest of the Company and its shareholders to grant
the shares of Common Stock provided for herein to the Grantee as an incentive
for increased efforts during his employment with the Company, and has advised
the Company thereof and instructed the undersigned officer to grant said
Restricted Stock Award;


 


NOW, THEREFORE, in consideration of the mutual
covenants herein contained and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto do hereby agree as follows:


 


1.     Grant
of the Restricted Stock.  Subject to the terms and conditions of the
Plan, the Management Stockholder’s Agreement (and the agreements incorporated
by reference therein),  and the
additional terms and conditions set forth in this Agreement, the Company hereby
grants to the Grantee 890,000 shares of Common Stock (hereinafter called the “Restricted
Stock”).  The Restricted Stock shall vest
and become nonforfeitable in accordance with Section 2 hereof.


 


2.     Vesting.


 


(a)   Unless
otherwise provided in the Management Stockholder’s Agreement, so long as the Grantee
continues to be employed by the Company or its Subsidiaries through the
applicable vesting date: all Restricted Stock shall become vested as to 100% of
such shares upon earliest to occur of (1) a Change in Control of the
Company, (2) an initial Public Offering of the Company, (3) Grantee’s
termination without Cause by the Company or any of its Subsidiaries or by
Grantee for Good Reason or due to his death or Disability and (4) the last
day of the Company’s 2011 fiscal year. 
Any stock that becomes vested pursuant to this Section 2(a) shall
hereafter be referred to as “Vested Restricted Stock.”  “Cause,” “Good Reason” and “Disability” shall
have the meanings as defined under the Employment Agreement.


 


(b)   If
the Grantee’s employment with the Company or any of its Subsidiaries is
terminated for any reason other than as set forth in Section 2(a)(3) above,
by the Company or its Subsidiaries or by the Grantee, any Restricted Stock that
has not yet become Vested Restricted Stock at such time shall be forfeited by
the Grantee without consideration therefor.


 


3.     Book
Entry.


 


(a)   A
book entry evidencing the Restricted Stock shall be made in the Company’s stock
ledger in the Grantee’s name promptly after the date hereof.  As a condition to the receipt of this Restricted
Stock Award, the Grantee shall deliver to the Company a stock power, duly
endorsed in blank, 


 





















 


relating to the Restricted Stock.


 


(b)   As
soon as practicable following the vesting of any Restricted Shares pursuant to Section 2,
the book entry of such Shares shall be changed to reflect that such Shares are
fully vested and freely transferable.


 


4.     Rights
as a Stockholder.  The Grantee shall be the record owner of the
Restricted Stock unless or until such Restricted Stock is forfeited pursuant to
Section 2 or is otherwise sold or disposed of as permitted under Section 6
of this Agreement, and as record owner shall be entitled to all rights of a
common stockholder of the Company (including, without limitation, the payment
of any dividends on the shares of Restricted Stock).


 


5.     Legend
in Stock Ledger.  The Restricted Shares shall contain a legend
stating that they are subject to transfer restrictions and shall be subject to
such stop transfer orders and other restrictions as the Board may deem reasonably
advisable under the Plan, the Management Stockholder’s Agreement or the rules,
regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which such Restricted Shares are listed, any applicable
federal or state laws and the Company’s Articles of Incorporation and Bylaws,
and the Committee may cause a legend or legends to be put in any book entry to
make appropriate reference to such restrictions.


 


6.     Transferability.  The Restricted Stock
may not at any time be transferred, sold, assigned, pledged, hypothecated or
otherwise disposed of unless such transfer, sale, assignment, pledge,
hypothecation or other disposition complies with the provisions of this
Agreement and the Management Stockholder’s Agreement.


 


7.     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 or with this Agreement.  The granting
of the Restricted Stock hereunder shall be subject to all applicable laws, rules and
regulations and to such approvals of any governmental agencies as may be
required.


 


8.     Grantee’s
Continued Employment with the Company.   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 be employed by the Company or any of its
Subsidiaries for any specified period of time.


 


9.     Change
in Capitalization.  If the Company shall be reorganized,
recapitalized or restructured, consolidated or merged with another corporation,
or otherwise undergo a significant corporate event, (a) the Restricted
Stock may be adjusted and (b) any stock, securities or other property
exchangeable for Common Stock pursuant to such reorganization,
recapitalization, restructuring, consolidation, merger or other corporate
event, shall be deposited with the Company and shall become subject to the
restrictions and conditions of this Agreement to the same extent as if it had
been the original property granted hereby, all pursuant to Sections 8 and 9 of
the Plan.


 


10.   Payment
of 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, including upon the vesting of the
Restricted Stock; provided, however, the Grantee shall be permitted to satisfy
the minimum withholding tax obligation with respect to which such Restricted
Stock by providing notice in writing that the Grantee elects to have the number
of Shares that would otherwise be issued to the Grantee reduced by a number of
Shares having an equivalent Fair Market Value to the payment that would
otherwise be made by Grantee to the Company pursuant to this Section 10.  In connection with the
foregoing, the Grantee may, at his 


 


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option, elect to recognize the fair value of the Restricted Stock upon
the Grant Date pursuant to Section 83 of the Internal Revenue Code of
1986, as amended. The Grantee is hereby advised to seek his own tax counsel
regarding the taxation of the grant of Restricted Stock made hereunder. Notwithstanding the above, if the Company’s accountants
determine that there would be no adverse accounting implications to the
Company, the Grantee may be permitted to elect to use Common Stock otherwise
deliverable to the Grantee hereunder to satisfy any such obligations, subject
to such procedures as the Company’s accountants may require.


 


11.   Limitation
on Obligations.  The Company’s obligation with respect to the
Restricted Stock granted hereunder is limited solely to the delivery to the
Grantee of shares of Common Stock on the date when such shares are due to be
delivered hereunder, and in no way shall the Company become obligated to pay
cash in respect of such obligation.  This
Restricted Stock 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.


 


12.   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, 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 12, 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 12.  Any notice
shall have been deemed duly given 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


 


13.   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.


 


14.   Arbitration.   If any contest or
dispute arises between the parties with respect to this Agreement, such contest
or dispute shall be submitted to binding arbitration for resolution in
Nashville, Tennessee in accordance with the rules and procedures of the
Employment Dispute Resolution Rules of the American Arbitration
Association then in effect.  The Company
and the Grantee shall each bear 50% of the costs related to such
arbitration   If the arbitrator
determines that the Grantee is the prevailing party in the dispute, then the
Company shall reimburse the Grantee for his reasonable legal or other fees and
expenses incurred in such arbitration subject to and within ten days after his
request for reimbursement accompanied by evidence that the fees and expenses
were incurred.  Any reimbursement
hereunder shall be paid to the Grantee promptly and in no event later than the
end of the year next following the date the expense was incurred.  The decision of the arbitrator shall be final
and binding upon all parties hereto and shall be rendered pursuant to a written
decision, which contains a detailed recital of the arbitrator’s reasoning.


 


15.   Restricted
Stock Subject to Plan and Management Stockholder’s Agreement.   The Restricted
Stock shall be subject to all terms and provisions of the Plan, to the extent
applicable to the Restricted Stock and, to the extent applicable to Vested
Restricted Stock, the Management Stockholder’s Agreement and the Sale
Participation Agreement.   In the event
of any conflict between this Agreement and the Plan, the terms of this
Agreement shall control. In the event of any conflict between this Agreement or
the Plan and the Management Stockholder’s Agreement or the Sale Participation
Agreement, the terms of this Agreement shall control.  For all purposes of the Management
Stockholder’s Agreement and Sale Participation Agreement, only Vested
Restricted Stock shall be considered “Stock” for purposes of the Management
Stockholder’s Agreement, or “Common Stock” that is eligible to be 


 


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included
in any Request (as defined in the Sale Participation Agreement) for purposes of
the Sale Participation Agreement.


 


16.   Modification
of the Plan.  For all purposes under this Agreement:


 


(a)   The terms of the Plan to the contrary notwithstanding, Section 3(c) of
the Plan shall be deemed modified by disregarding the sentence: “All actions
taken and all interpretations and determinations made by the Committee in good
faith shall be final and binding upon all Participants, the Company and all
other interested persons.”


 


(b)   The terms of the Plan to the contrary notwithstanding, no
amendment shall be made to Section 9 of the Plan pursuant to Section 10(a) or
Section 10(b) of the Plan except as is necessary to satisfy Section 409A
of the Code.


 


17.   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.


 


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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:

  	
  /s/ Challis M. Lowe

  	
   

  
	
   

  	
  Name: Challis M. Lowe

  
	
   

  	
  Title: Executive Vice Pres., HR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
  /s/ Richard Dreiling

  	
   

  
	
   

  	
  Richard Dreiling