Exhibit 10.30


MANAGEMENT STOCKHOLDER’S AGREEMENT


 


This Management Stockholder’s Agreement (this “Agreement”) is
entered into as of January 21, 2008 among Dollar General Corporation, a
Tennessee corporation (the “Company”), Buck Holdings, L.P., a Delaware limited
partnership (“Parent”) and the undersigned person (the “Management
Stockholder”) (the Company, Parent and the Management Stockholder being
hereinafter collectively referred to as the “Parties”).  All capitalized terms not immediately defined
are hereinafter defined in Section 7(b) of this Agreement.


 


WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of March 11,
2007 (the “Merger Agreement”), by and among Parent, Buck Acquisition
Corp., a Tennessee corporation and a direct wholly-owned subsidiary of Parent (“Merger
Sub”), and the Company, on July 6, 2007 (the “Closing Date”)
Merger Sub merged with and into the Company (the “Merger”), with the
Company surviving the Merger;


 


WHEREAS, in connection with the Merger, KKR 2006 Fund L.P. and its
affiliated investment funds, KKR PEI Investments, L.P., GS Capital Partners VI
Fund, L.P., GS Capital Partners VI Parallel, L.P., GS Capital Partners VI
GmbH& Co. KG, GS Capital Partners VI Offshore Fund, L.P. and Goldman Sachs
DGC Investors, L.P., Citigroup Capital Partners II Employee Master Fund, L.P.,
Citigroup Capital Partners II 2007 Citigroup Investment, L.P., Citigroup
Capital Partners II Onshore, L.P., Citigroup Capital Partners II Cayman
Holdings, L.P. and CPE Co-Investment (Dollar General LLC) and certain other
investors in Parent (collectively, the “Investors”) contributed certain
funds to Parent in exchange for limited partnership units in Parent;


 


WHEREAS, as a result of the Merger and after giving effect to the
issuance of certain shares of Common Stock (the “Closing Date Issuance
Shares”) to certain members of senior management of the Company in
connection therewith on or immediately after the Closing Date, as of the date
hereof, Parent owns, beneficially and of record, approximately 99.7% of the
issued and outstanding shares of the Company’s common stock, par value $0.50
per share (the “Common Stock”);


 


WHEREAS, the Management Stockholder has been selected by the Company (i) to
be permitted to transfer to the Company cash in exchange for shares of Common
Stock (the “Purchased Stock”); and/or (ii) to receive options to
purchase shares of Common Stock (the “Options”) pursuant to the terms
set forth below and the terms of the 2007 Stock Incentive Plan for Key
Employees of Dollar General Corporation and its Affiliates (the “Option Plan”)
and the Stock Option Agreement dated as of the date hereof, entered into by and
between the Company and the Management Stockholder (the “Stock Option
Agreement”); and/or (iii) to receive restricted shares of Common Stock
(the “Restricted Stock”) pursuant to the terms set forth below, the
Option Plan and the Restricted Stock Award Agreement dated as of the date
hereof, entered into by and between the Company and the Management Stockholder
(the “Restricted Stock Agreement”); and


 


WHEREAS, this Agreement is one of several other agreements (“Other
Management Stockholders Agreements”) which have in the past, concurrently
with the execution hereof or in the future will be entered into between the
Company and other individuals who are or will be key employees of the Company
or one of its subsidiaries (collectively, the “Other Management Stockholders”).


 

















 


NOW THEREFORE, to implement the foregoing and in consideration of the
mutual agreements contained herein, the Parties agree as follows:


 


1.     Issuance of Purchased
Shares; Options; Restricted Stock.


 


(a)   Subject
to the terms and conditions hereinafter set forth, the Management Stockholder
hereby subscribes for and shall purchase, as of the date hereof, and the
Company shall issue and deliver to the Management Stockholder as of the date
hereof, the number of shares of Purchased Stock set forth on Schedule I
hereto, at a per share purchase price equal to $5.00 per share (the “Base
Price”), payable by the Management Stockholder on the date hereof by
certified bank check payable to Dollar General Corporation.


 


(b)   Subject
to the terms and conditions hereinafter set forth and as set forth in the
Option Plan, it is anticipated that the Company will grant to the Management
Stockholder Options to acquire shares of Common Stock, at an initial per share
exercise price equal to the Base Price, and the Parties shall execute and
deliver to each other copies of the Stock Option Agreement concurrently with
the issuance of the Options.


 


(c)   Subject
to the terms and conditions hereinafter set forth and as set forth in the
Option Plan, it is anticipated that the Company will grant to the Management
Stockholder shares of Restricted Stock, and the Parties shall execute and
deliver to each other copies of the Restricted Stock Agreement concurrently
with the grant of the shares of Restricted Stock.


 


(d)   The
Company shall have no obligation to sell any Purchased Stock to any person who (i) is
a resident or citizen of a state or other jurisdiction in which the sale of the
Common Stock to him or her would constitute a violation of the securities or “blue
sky” laws of such jurisdiction or (ii) is not an employee or director of
the Company or its subsidiaries as of the date of such sale.


 


2.     Management Stockholder’s
Representations, Warranties and Agreements.


 


(a)   The
Management Stockholder agrees and acknowledges that he will not, directly or
indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise
dispose of (any of the foregoing acts being referred to herein as a “transfer”)
any shares of Purchased Stock, shares of Restricted Stock and, at the time of
exercise, Common Stock issuable upon exercise of Options (“Option Stock”;
collectively, with all Purchased Stock, Restricted Stock and any other Common
Stock otherwise acquired and/or held by the Management Stockholder Entities as
of or after the date hereof, “Stock”; it being understood that for
purposes of Sections  5 and 6 only vested
shares of Restricted Stock shall be deemed to be “Stock”), except as otherwise
provided for in this Section 2(a) below and Section 3
hereof.  If the Management Stockholder is
an Affiliate of the Company, the Management Stockholder also agrees and
acknowledges that he or she will not transfer any shares of the Stock unless:


 


(i)    the
transfer is pursuant to an effective registration statement under the
Securities Act of 1933, as amended, and the rules and regulations in
effect thereunder (the “Act”), and in compliance with applicable
provisions of state securities laws; or


 


(ii)   (A) counsel
for the Management Stockholder (which counsel shall be reasonably acceptable to
the Company) shall have furnished the Company with an opinion or other advice,
reasonably satisfactory in form and substance to the 


 


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Company, that
no such registration is required because of the availability of an exemption
from registration under the Act and (B) if the Management Stockholder is a
citizen or resident of any country other than the United States, or the
Management Stockholder desires to effect any transfer in any such country,
counsel for the Management Stockholder (which counsel shall be reasonably
satisfactory to the Company) shall have furnished the Company with an opinion
or other advice reasonably satisfactory in form and substance to the Company to
the effect that such transfer will comply with the securities laws of such
jurisdiction.


 


Notwithstanding the foregoing, the Company acknowledges and agrees that
any of the following transfers of Stock are deemed to be in compliance with the
Act and this Agreement (including without limitation any restrictions or
prohibitions herein) and no opinion of counsel is required in connection
therewith: (1) a transfer made pursuant to Sections 3, 4, 5, 6 or 9
hereof, (2) a transfer (x) upon the death or Disability of the
Management Stockholder to the Management Stockholder’s Estate or (y) a
transfer to the executors, administrators, testamentary trustees, legatees,
immediate family members or beneficiaries of a person who has become a holder
of Stock in accordance with the terms of this Agreement; provided that
it is expressly understood that any such transferee shall be bound by the
provisions of this Agreement, (3) a transfer made after the date hereof in
compliance with the federal securities laws to a Management Stockholder’s
Trust, provided that such transfer is made expressly subject to this
Agreement and that the transferee agrees in writing to be bound by the terms
and conditions hereof as a “Management Stockholder” with respect to the
representations and warranties and other obligations of this Agreement, and provided
further that it is expressly understood and agreed that if such
Management Stockholder’s Trust at any point includes any person or entity other
than the Management Stockholder, his spouse (or ex-spouse) or his lineal
descendants (including adopted children) such that it fails to meet the
definition thereof as set forth in Section 7(b) hereof, such transfer
shall no longer be deemed in compliance with this Agreement and shall be
subject to Section 3(d) below, (4) a transfer of Stock made by
the Management Stockholder to Other Management Stockholders, provided
that it is expressly understood that any such transferee(s) shall be bound
by the provisions of this Agreement (in addition to the provisions set forth in
any Other Management Stockholders Agreement to which such Other Management
Stockholders are a party), and 


(5) a transfer made by the Management Stockholder, with the Board’s
approval, to the Company or any subsidiary of the Company.


 


(b)   The certificate (or certificates) representing the
Stock, if any, shall bear the following legend:


 


“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT 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 THE MANAGEMENT STOCKHOLDER’S
AGREEMENT AMONG DOLLAR GENERAL CORPORATION (THE “COMPANY”), BUCK HOLDINGS, L.P.
AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF OR THE SALE
PARTICIPATION AGREEMENT AMONG SUCH MANAGEMENT STOCKHOLDER AND BUCK HOLDINGS,
L.P., IN EACH CASE DATED AS OF JANUARY 21, 2008 (COPIES OF WHICH 


 


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ARE ON FILE WITH THE SECRETARY OF THE COMPANY) AND ALL APPLICABLE
FEDERAL AND STATE SECURITIES LAWS.”


 


(c)   The
Management Stockholder acknowledges that he has been advised that (i) the
Stock are characterized as “restricted securities” under the Act inasmuch as
they are being acquired from the Company in a transaction not involving a
Public Offering and that under the Act (including applicable regulations) the
Stock may be resold without registration under the Act only in certain limited
circumstances, (ii) a restrictive legend in the form heretofore set forth
shall be placed on the certificates (if any) representing the Stock and (iii) a
notation shall be made in the appropriate records of the Company indicating
that the Stock is subject to restrictions on transfer and appropriate stop
transfer restrictions will be issued to the Company’s transfer agent with
respect to the Stock.


 


(d)   If
any shares of the Stock are to be disposed of in accordance with Rule 144
under the Act or otherwise, the Management Stockholder shall promptly notify
the Company of such intended disposition and shall deliver to the Company at or
prior to the time of such disposition such documentation as the Company may
reasonably request in connection with such sale and take any actions reasonably
requested by the Coordination Committee prior to any such sale (provided that
such instructions shall not have a disproportionate adverse impact on the
Management Stockholder vis-á-vis any other shareholders of the Company or limited
partners of Parent) and, in the case of a disposition pursuant to Rule 144,
shall deliver to the Company an executed copy of any notice on Form 144
required to be filed with the SEC.


 


(e)   The
Management Stockholder agrees that, if any shares of the Stock are offered to
the public pursuant to an effective registration statement under the Act (other
than registration of securities issued on Form S-8, S-4 or any successor
or similar form), the Management Stockholder will not effect any public sale or
distribution of any shares of the Stock not covered by such registration
statement from the time of the receipt of a notice from the Company that the
Company has filed or imminently intends to file such registration statement to,
or within 180 days (or such shorter period as may be consented to by the
managing underwriter or underwriters) in the case of the IPO and
ninety (90) days (or in an underwritten offering such shorter period as
may be consented to by the managing underwriter or underwriters, if any) in the
case of any other Public Offering after the effective date of such registration
statement, unless otherwise agreed to in writing by the Company.


 


(f)    The
Management Stockholder represents and warrants that (i) with respect to
the Purchased Stock, Restricted Stock and Option Stock, the Management
Stockholder has received and reviewed the available information relating to
such Stock, including having received and reviewed the documents related
thereto, certain of which documents set forth the rights, preferences and
restrictions relating to the shares of Restricted Stock, the Options and the
Stock underlying the Options and (ii) the Management Stockholder has been
given the opportunity to obtain any additional information or documents and to
ask questions and receive answers about such information, the Company and the
business and prospects of the Company which the Management Stockholder deems
necessary to evaluate the merits and risks related to the Management
Stockholder’s investment in the Stock and to verify the information contained
in the information received as indicated in this Section 2(f), and the
Management Stockholder has relied solely on such information.


 


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(g)   The
Management Stockholder further represents and warrants that (i) the
Management Stockholder’s financial condition is such that the Management
Stockholder can afford to bear the economic risk of holding the Stock for an
indefinite period of time and has adequate means for providing for the
Management Stockholder’s current needs and personal contingencies, (ii) the
Management Stockholder can afford to suffer a complete loss of his or her
investment in the Stock, (iii) the Management Stockholder understands and
has taken cognizance of all risk factors related to the purchase of the Stock, (iv) the
Management Stockholder’s knowledge and experience in financial and business
matters are such that the Management Stockholder is capable of evaluating the
merits and risks of the Management Stockholder’s purchase of the Stock as
contemplated by this Agreement, (v) with respect to the Purchased Stock
and the Restricted Stock, such shares of Stock are being acquired by the
Management Stockholder for his or her own account, not as nominee or agent, and
not with a view to the resale or distribution of any part thereof in violation
of the Act, and the Management Stockholder has no present intention of selling
or otherwise distributing the Purchased Stock in violation of the Act, and (vi) the
Management Stockholder is an “accredited investor” as defined in Rule 501(a) of
Regulation D, as amended, under the Act.


 


3.     Transferability
of Stock.


 


(a)   The
Management Stockholder agrees that he or she will not transfer any shares of
Stock at any time during the period commencing on the date hereof and ending on
the fifth anniversary of the Closing Date; provided, however,
that during such period, the Management Stockholder may transfer shares of
Stock during such time pursuant to one of the following exceptions: (i) transfers
permitted by Sections 5 or 6; (ii) transfers permitted by
clauses (2), (3) and (4) of Section 2(a); (iii) a sale
of shares of Common Stock pursuant to an effective registration statement under
the Act filed by the Company upon the proper exercise of registration rights,
if any, of such Management Stockholder under Section 9 (excluding any
registration on Form S-8, S-4 or any successor or similar form); (iv) transfers
permitted pursuant to the Sale Participation Agreement (as defined in Section 7(b));  (v) transfers permitted by the Board or (vi) transfers
to Parent or its designee (any such exception, a “Permitted Transfer”).  In addition, during the period commencing on
the fifth anniversary of the Closing Date through the earlier of a Change of
Control or consummation of a Qualified Public Offering, the Management
Stockholder may only transfer shares of Stock in compliance with Section 4.


 


(b)   Notwithstanding
anything to the contrary herein, (i) Section 3(a) shall
terminate and be of no further force or effect upon the occurrence of a Change
in Control and (ii) upon the occurrence of any sale or other disposition
of any percentage of limited partnership units of Parent held by the Sponsors
or their Affiliates who are limited partners of Parent, the restrictions on
transfer of shares of Common Stock contained in Section 3(a) shall
cease to be of any further force or effect with respect to the percentage of
shares of vested Common Stock held by the Management Stockholder Entities equal
to the quotient of the number of limited partnership units of Parent sold or
disposed of by the Sponsors or such Affiliates in such transaction divided by
the aggregate number of Limited Partnership Units owned by the Sponsors or such
Affiliates prior to such transaction, and for the avoidance of doubt, such
transfer restrictions shall continue to apply to the remaining shares of Common
Stock held by the Management Stockholder Entities and to all unvested shares of
Restricted Stock.


 


(c)   No
shares of Restricted Stock may be transferred by the Management Stockholder
until such shares have vested pursuant to the terms of the Restricted Stock 


 


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Agreement and
the Option Plan, and then such shares may only be transferred in compliance
with the other provisions of this Agreement.


 


(d)   No
transfer of any such shares in violation hereof shall be made or recorded on
the books of the Company and any such transfer shall be void ab initio and of
no effect.


 


(e)   Notwithstanding
anything to the contrary herein, Parent may, at any time and from time to time,
waive the restrictions on transfers contained in Section 3(a), whether
such waiver is made prior to or after the transferee has effected or committed
to effect the transfer, or has notified Parent of such transfer or commitment
to transfer.  Any transfers made pursuant
to such waiver or which are later made subject to such a waiver shall, as of
the date of the waiver and at all times thereafter, not be deemed to violate
any applicable restrictions on transfers contained in this Agreement.


 


4.     Right
of First Refusal.  (a)     If, at any time after the fifth anniversary
of the Closing Date and prior to the earlier to occur of a Change of Control or
consummation of a Qualified Public Offering, the Management Stockholder
proposes to transfer any or all of the Management Stockholder’s Stock to a
third party (any such third party, the “ROFR Transferee”) (other than
any transfer pursuant to clauses (1), (2), (3), (4) or (5) of Section 2(a),
to the extent made to a third party), the Management Stockholder shall notify
the Company in writing of the Management Stockholder’s intention to transfer
such Stock (such written notice, a “ROFR Notice”).  The ROFR Notice shall include a true and
correct description of the number of shares of Stock to be transferred and the
material terms of such proposed transfer and a copy of any proposed
documentation to be entered into with any ROFR Transferee in respect of such
transfer) and shall contain an irrevocable offer to sell such Stock to the
Company or its designees (as provided below) (in the manner set forth below) at
a purchase price equal to the minimum price at which the Management Stockholder
proposes to transfer such Stock to any ROFR Transferee and on substantially the
same terms and conditions as the proposed transfer.  At any time within twenty (20) days
after the date of the receipt by the Company of the ROFR Notice, the Company
shall have the right and option to purchase, or to arrange for a subsidiary,
third party or Affiliate to purchase, all (but not less than all) of the shares
of Stock proposed to be transferred to a ROFR Transferee, pursuant to Section 4(b).


 


(b)   The
Company shall have the right and option to purchase, or to arrange for a subsidiary,
third party or Affiliate to purchase, all of the shares of Stock proposed to be
transferred to any ROFR Transferee at a purchase price equal to the minimum
price at which the Management Stockholder proposes to transfer such Stock to
any ROFR Transferee and otherwise on substantially the same terms and
conditions as the proposed transfer (or, if the proposed transfer to any ROFR
Transferee includes any consideration other than cash, then at the sole option
of the Company, at the equivalent all cash price, determined in good faith by
the Board), by delivering (i) a certified bank check or checks in the
appropriate amount (or by wire transfer of immediately available funds, if the
Management Stockholder Entities provide to the Company wire transfer instructions)
and/or (ii) if the proposed transfer to any ROFR Transferee includes any
consideration other than cash, any such non-cash consideration to be paid to
the Management Stockholder at the principal office of the Company against
delivery of certificates or other instruments representing the shares of Stock
so purchased, appropriately endorsed by the Management Stockholder.  If at the end of the 20-day period, the
Company has not tendered (or caused to be tendered) the purchase price for such
shares in the manner set forth above, the Management Stockholder may, during
the succeeding 60-day


 


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period, sell
not less than all of the shares of Stock proposed to be transferred to any ROFR
Transferee (subject to compliance with the other terms of this Agreement) on
terms no less favorable to the Management Stockholder than those contained in
the ROFR Notice.  Promptly after such
sale, the Management Stockholder shall notify the Company of the consummation
thereof and shall furnish such evidence of the completion and time of
completion of such sale and of the terms thereof as may reasonably be requested
by the Company.  If, at the end of
sixty (60) days following the expiration of the 20-day period during which
the Company is entitled hereunder to purchase the Stock, the Management
Stockholder has not completed the sale of such shares of the Stock as
aforesaid, all of the restrictions on sale, transfer or assignment contained in
this Agreement shall again be in effect with respect to such shares of the
Stock.


 


(c)   Notwithstanding
anything in this Agreement to the contrary, this Section 4 shall terminate
and be of no further force or effect upon the earlier of occurrence of a Change
in Control or a Qualified Public Offering.


 


5.     The Management Stockholder’s
Right to Resell Stock and Options to the Company.


 


(a)   Except
as otherwise provided herein, and subject to Section 6(g), if, prior to
the fifth anniversary of the Closing Date, the Management Stockholder’s
employment with the Company (or, if applicable, any of its subsidiaries or
affiliates) terminates as a result of the death or Disability of the Management
Stockholder, then the applicable Management Stockholder Entity, shall, for 365
days (the “Put Period”) following the date of such termination for death
or Disability, have the right to:


 


(i)    With
respect to Stock, sell to the Company, and the Company shall be required to
purchase, on one occasion, all of the shares of Stock then held by the
applicable Management Stockholder Entities at a per share price equal to Fair
Market Value on the Repurchase Calculation Date (the “Section 5
Repurchase Price”); and


 


(ii)   With
respect to any outstanding vested Options, sell to the Company, and the Company
shall be required to purchase, on one occasion, all of the vested Options then
held by the applicable Management Stockholder Entities for an amount equal to
the product of (x) the excess, if any, of the Section 5 Repurchase
Price over the Option Exercise Price and (y) the number of Exercisable
Option Shares, which Options shall be terminated in exchange for such
payment.  In the event the Management
Stockholder Entity elects to sell under this Section 5(a)(ii) and the
foregoing Option Excess Price is zero or a negative number, all outstanding
exercisable Options granted to the Management Stockholder shall be
automatically terminated without any payment in respect thereof.


 


(iii)  In
addition, and for the avoidance of doubt, all unvested Options shall be
terminated and cancelled without any payment therefor.


 


(b)   In
the event the applicable Management Stockholder Entities intend to exercise
their rights pursuant to Section 5(a) or 5(e), such Management
Stockholder Entities shall send written notice to the Company, at any time
during the Put Period, of their intention to sell shares of Stock in exchange
for the payment referred to in Section 5(a)(i) or 5(e)(i) (as
the case may be) and/or to sell such Options in exchange for the payment
referred to in Section 5(a)(ii) or 5(e)(ii) (as the case may be)
and shall indicate the number of shares of


 


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Stock to be
sold and the number of Options (based on the number of Exercisable Option
Shares) to be sold with payment in respect thereof (the “Redemption Notice”).   The completion of the purchases shall take
place at the principal office of the Company no later than the twentieth (20th) business day (such date to
be determined by the Company) after the giving of the Redemption Notice.  The applicable Repurchase Price (including
any payment with respect to the Options as described above) shall be paid by
delivery to the applicable Management Stockholder Entities, at the option of
the Company, of a certified bank check or checks in the appropriate amount
payable to the order of each of the applicable Management Stockholder Entities
(or by wire transfer of immediately available funds, if the Management
Stockholder Entities provide to the Company wire transfer instructions) against
delivery of certificates or other instruments representing the Stock so
purchased and appropriate documents cancelling the Options and shares of
unvested Restricted Stock so terminated appropriately endorsed or executed by
the applicable Management Stockholder Entities or any duly authorized
representative.


 


(c)   Notwithstanding
anything in this Section 5 to the contrary, if there exists and is
continuing a default or an event of default on the part of the Company or any
subsidiary of the Company under any loan, guarantee or other agreement under
which the Company or any subsidiary of the Company has borrowed money or if the
repurchase referred to in Section 5(a) (or Section 6 below, as
the case may be) would result in a default or an event of default on the part
of the Company or any affiliate of the Company under any such agreement or if a
repurchase would reasonably be expected to be prohibited by the Tennessee
Business Corporation Act (“TBCA”) or any federal or state securities
laws or regulations (or if the Company reincorporates in another state, the
business corporation law of such state) (each such occurrence being an “Event”),
the Company shall not be obligated to repurchase any of the Stock or the
Options from the applicable Management Stockholder Entities to the extent it would
cause any such default or would be so prohibited by the Event for cash but
instead, with respect to such portion with respect to which cash settlement is
prohibited, may satisfy its obligations with respect to the Management
Stockholder Entities’ exercise of their rights under Section 5(a) by
delivering to the applicable Management Stockholder Entity a note with a
principal amount equal to the amount payable under this Section 5 that was
not paid in cash, having terms acceptable to the Company’s (and its affiliate’s,
as applicable) lenders and permitted under the Company’s (and its affiliate’s,
as applicable) debt instruments but which in any event: (i) shall be
mandatorily repayable promptly and to the extent that an Event no longer
prohibits the payment of cash to the applicable Management Stockholder Entity
pursuant to this Agreement; and (ii) shall bear interest at a rate equal
to the effective rate of interest in respect of the Company’s U.S.
dollar-denominated subordinated public debt securities (including any original
issue discount).  Notwithstanding the
foregoing and subject to Section 5(d), if an Event exists and is
continuing for ninety (90) days after the date of the Redemption Notice, the
Management Stockholder Entities shall be permitted by written notice to rescind
any Redemption Notice with respect to that portion of the Stock and Options
repurchased by the Company from the Management Stockholder Entities pursuant to
this Section 5 with the note described in the foregoing sentence, and such
repurchase shall be rescinded; provided that, upon such rescission, such
note shall be immediately canceled without any action on the part of the
Company or the Management Stockholder Entities and, notwithstanding anything
herein or in such note to the contrary, the Company shall have no obligation to
pay any amounts of principal or interest thereunder.


 


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(d)   Notwithstanding
anything in this Agreement to the contrary, except for any payment obligation
of the Company which has arisen prior to the occurrence of a Change in Control,
this Section 5 shall terminate and be of no further force or effect upon
the occurrence of such Change in Control.


 


(e)   If
prior the last day of the six-month period after the date hereof, the
Management Stockholder resigns his employment with the Company (for any
reason), then the Management Stockholder will, for the Put Period following the
date of such termination, have the right to:


 


(i)    With
respect to Purchased Stock, sell to the Company, and the Company shall be
required to purchase, on one occasion, all of the shares of Stock then held by
the applicable Management Stockholder Entities at a per share price equal to
the Base Price; and


 


(ii)   With
respect to all unvested Options and all unvested shares of Restricted Stock,
all such Options and unvested shares of Restricted Stock shall be terminated
and cancelled without any payment therefor.


 


6.      The Company’s Option to
Purchase Stock and Options of the Management Stockholder Upon Certain
Terminations of Employment.


 


(a)   Termination for Cause by the Company and other Call
Events.  If, (i) prior to
the fifth anniversary of the Closing Date, the Management Stockholder’s active
employment with the Company (or, if applicable, its subsidiaries or affiliates)
is terminated by the Company (or, if applicable, its subsidiaries or
affiliates) for Cause or (ii) the Management Stockholder Entities effect a
transfer of Stock (or Options) that is prohibited under this Agreement (or the
Restricted Stock Agreement or Stock Option Agreements, as applicable), after
notice from the Company of such impermissible transfer and a reasonable
opportunity to cure such transfer which is not so cured (each event described
above, a “Section 6(a) Call Event”), then:


 


(i)    With
respect to Stock, the Company may purchase, on one occasion, all or any portion
of the shares of Stock then held by the applicable Management Stockholder
Entities at a per share purchase price equal to the lesser of (x) Base
Price (or other applicable price paid by such Management Stockholder Entities
for such Stock) and (y) the Fair Market Value on the Repurchase
Calculation Date; and


 


(ii)   with
respect to all Options and all unvested shares of Restricted Stock, all
unvested shares of Restricted Stock and Options shall be automatically
terminated without any payment in respect thereof upon the occurrence of the Section 6(a) Call
Event.


 


(b)   Termination without Cause by the Company (other than
due to his death or Disability), and Termination by the Management Stockholder
with Good Reason.  If, prior
to the fifth anniversary of the Closing Date, the Management Stockholder’s
active employment with the Company (or, if applicable, its subsidiaries or
affiliates) is terminated (i) by the Company (or, if applicable, its
subsidiaries or affiliates) without Cause (which shall constitute any
termination without Cause under any applicable employment agreement) (other
than due to his death or Disability), or (ii) by the Management
Stockholder with Good Reason (each, a “Section 6(b) Call Event”)
then:


 


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(i)    With
respect to Stock, the Company may purchase all or any portion of the shares of
such Stock then held by the applicable Management Stockholder Entities at a per
share purchase price equal to Fair Market Value on the Repurchase Calculation
Date;


 


(ii)   With
respect to any vested Options, the Company may purchase, on one occasion, all
or any portion of the exercisable vested Options held by the applicable Management
Stockholder Entities for an amount equal to the product of (x) the excess,
if any, of the Fair Market Value on the Repurchase Calculation Date of a share
of Stock underlying such Options over the Option Exercise Price and (y) the
number of Exercisable Option Shares (solely related to vested Options), which
vested Options shall be terminated in exchange for such payment.  In the event the Company elects to repurchase
under this Section 6(b)(ii) and the foregoing Option Excess Price is
zero or a negative number, all outstanding exercisable vested Options shall be
automatically terminated without any payment in respect thereof; and


 


(iii)  With
respect to unvested Options, all outstanding unvested Options will
automatically be terminated without any payment in respect thereof.


 


(c)   Termination for Death or Disability.  If, prior to the fifth anniversary of the
Closing Date, the Management Stockholder’s employment with the Company (or, if
applicable, its subsidiaries or affiliates) is terminated as a result of the
death or Disability of the Management Stockholder (each a “Section 6(c) Call
Event”), then:


 


(i)    With
respect to Stock, the Company may purchase, on one occasion, all or any portion
of the shares of such Stock then held by the applicable Management Stockholder
Entities at a per share purchase price equal to Fair Market Value on the
Repurchase Calculation Date;


 


(ii)   With
respect to any vested Options, the Company may purchase, on one occasion, all
or any portion of the exercisable vested Options held by the applicable
Management Stockholder Entities for an amount equal to the product of (x) the
excess, if any, of the Fair Market Value on the Repurchase Calculation Date of
a share of Stock underlying such Options over the Option Exercise Price and (y) the
number of Exercisable Option Shares (solely related to vested Options), which
vested Options shall be terminated in exchange for such payment.  In the event the Company elects to repurchase
under this Section 6(c)(ii) and the foregoing Option Excess Price is
zero or a negative number, all outstanding exercisable vested Options shall be
automatically terminated without any payment in respect thereof; and


 


(iii)  With
respect to unvested Options, all outstanding unvested Options shall
automatically be terminated without any payment in respect thereof.


 


(d)   Termination by the Management Stockholder without
Good Reason.  If, prior to the
fifth anniversary of the Closing Date, the Management Stockholder’s active
employment by the Company (and/or, if applicable, its subsidiaries or
affiliates) is terminated by the Management Stockholder without Good Reason (a “Section 6(d) Call
Event”), then:


 


10

















 


(i)    With
respect to any Purchased Stock and vested Restricted Stock, the Company may
purchase, on one occasion, all or any portion of the shares of such Purchased
Stock and vested Restricted Stock then held by the applicable Management
Stockholder Entities at a per share purchase price equal to the lesser of (x) the
Fair Market Value and (y) the sum of (A) the Base Price (or other
applicable price paid by such Management Stockholder Entities for such
Purchased Stock), plus (B) the Applicable Percentage of the excess
of the Fair Market Value over the Base Price (or other applicable price paid by
such Management Stockholder Entities for such Purchased Stock), as of the
Repurchase Calculation Date;


 


(ii)   With
respect to any Option Stock, the Company may purchase, on one occasion, all or
any portion of the shares of such Stock then held by the applicable Management
Stockholder Entities at a per share purchase price equal to the lesser of (x) the
Fair Market Value as of the Repurchase Calculation Date and (y) the
applicable per share purchase price paid by the applicable Management
Stockholder Entities for such Stock; and


 


(iii)  With
respect to the Options (whether or not then exercisable) and all unvested
shares of Restricted Stock, all such Options (whether or not then exercisable)
and all unvested shares of Restricted Stock held by the applicable Management
Stockholder Entities shall automatically be terminated without any payment in
respect thereof.


 


(e)   Call Notice.  The Company shall have a period (the “Call
Period”) of one hundred eighty (180) days from the date of any Call Event
(or, if later, with respect to a Section 6(a) Call Event, the date
after discovery of, and the applicable cure period for, an impermissible
transfer constituting a Section 6(a) Call Event) in which to give
notice in writing to the Management Stockholder of its election to exercise its
rights and obligations pursuant to this Section 6 (“Repurchase Notice”).  The completion of the purchases pursuant to
the foregoing shall take place at the principal office of the Company no later
than the fifteenth (15th)
business day after the giving of the Repurchase Notice.  The applicable Repurchase Price (including
any payment with respect to the Options as described in this Section 6)
shall be paid by delivery to the applicable Management Stockholder Entities of a
certified bank check or checks in the appropriate amount payable to the order
of each of the applicable Management Stockholder Entities (or by wire transfer
of immediately available funds, if the Management Stockholder Entities provide
to the Company wire transfer instructions) against delivery of certificates or
other instruments representing the Stock so purchased and appropriate documents
canceling the Options so terminated, appropriately endorsed or executed by the
applicable Management Stockholder Entities or any duly authorized
representative.


 


(f)    Use of Note to Satisfy Call Payment.  Notwithstanding any other provision of this Section 6
to the contrary, if there exists and is continuing any Event, the Company will,
to the extent it has exercised its rights to purchase Stock or Options pursuant
to this Section 6, in order to complete the purchase of any Stock or
Options pursuant to this Section 6, deliver to the applicable Management
Stockholder Entities (i) a cash payment for any amounts payable pursuant
to this Section 6 that would not cause an Event and (ii) a note
having the same terms as that provided in Section 5(c) above with a
principal amount equal to the amount payable but not paid in cash pursuant to
this Section 6 due to the Event. 
Notwithstanding the foregoing, if an Event exists and is continuing for
ninety (90) days from the date of the Call Event, the Management Stockholder
Entities shall be permitted by written


 


11

















 


notice to
cause the Company to rescind any Repurchase Notice with respect to that portion
of the Stock and Options repurchased by the Company from the Management
Stockholder Entities pursuant to this Section 6 with the note described in
the foregoing sentence, provided that, upon such rescission, such
repurchase shall be immediately rescinded and such note shall be immediately
canceled without any action on the part of the Company or the Management
Stockholder Entities and, notwithstanding anything herein or in such note to the
contrary, the Company shall have no obligation to pay any amounts of principal
or interest thereunder.


 


(g)   Effect of Change in Control.  Notwithstanding anything in this Agreement to
the contrary, except for any payment obligation of the Company which has arisen
prior to the occurrence of a Change in Control, this Section 6 shall
terminate and be of no further force or effect upon the occurrence of such
Change in Control.


 


7.     Adjustment of Repurchase
Price; Definitions.


 


(a)   Adjustment of Repurchase Price.  In determining the applicable repurchase
price of the Stock and Options, as provided for in Sections 5 and 6,
above, appropriate adjustments shall be made for any stock dividends, splits,
combinations, recapitalizations or any other adjustment in the number of
outstanding shares of Stock in order to maintain, as nearly as practicable, the
intended operation of the provisions of Sections 5 and 6.


 


(b)   Definitions.  All capitalized terms used in this Agreement
and not defined herein shall have such meaning as such terms are defined in the
Option Plan.  Terms used herein and as
listed below shall be defined as follows:


 


“Act” shall have the meaning set forth in Section 2(a)(i) hereof.


 


“Affiliate” means with respect to any Person, any entity
directly or indirectly controlling, controlled by or under common control with
such Person; provided, however, 


 


for purposes of this Agreement, Buck Holdings Co-Invest, LP shall not
be deemed to be an Affiliate of the Sponsor.


 


“Agreement” shall have the meaning set forth in the introductory
paragraph.


 


“Applicable Percentage” shall mean:  (i) 20% on or after the first
anniversary of the Closing Date; (ii) 40% on and after the second
anniversary of the Closing Date; (iii) 60% on and after the third
anniversary of the Closing Date; (iv) 80% on and after the fourth
anniversary of the Closing Date; and (v) 100% on and after the fifth
anniversary of the Closing Date.


 


“Base Price” shall have the meaning set forth in Section 1(a) hereof.


 


“Board” shall mean the board of directors of the Company.


 


“Call Events” shall mean, collectively, Section 6(a) Call
Events, Section 6(b) Call Events, Section 6(c) Call Events
and Section 6(d) Call Events.


 


“Call Notice” shall have the meaning set forth in Section 6(e) hereof.


 


“Call Period” shall have the meaning set forth in Section 6(e) hereof.


 


12

















 


“Cause” shall mean “Cause” as such term is defined in the
Employment Agreement.


 


“Change in Control” shall mean, in one or a series of related
transactions, (i) the sale of all or substantially all of the assets of
Buck Holdings, L.P. or the Company and its subsidiaries to any person (or group
of persons acting in concert), other than to (x) investment funds
affiliated with Kohlberg Kravis Roberts & Co. L.P. (the “Sponsor”)
or its Affiliates or (y) any employee benefit plan (or trust forming a
part thereof) maintained by the Company, the Sponsor or their respective
Affiliates or other person of which a majority of its voting power or other
equity securities is owned, directly or indirectly, by the Company, the Sponsor
or their respective Affiliates; or (ii) a merger, recapitalization or
other sale by the Company, the Sponsor (indirectly) or any of their respective
Affiliates, to a person (or group of persons acting in concert) of Common Stock
or other voting securities of the Company that results in more than 50% of the
Common Stock or other voting securities of the Company (or any resulting
company after a merger) being held, directly or indirectly,  by a person (or group of persons acting in
concert) that is not Controlled by (x) the Sponsor or its Affiliates or (y) an
employee benefit plan (or trust forming a part thereof) maintained by the
Company, the Sponsor or their respective Affiliates or other person of which a
majority of its voting power or other equity securities is owned, directly or
indirectly, by the Company, the Sponsor or their respective Affiliates; in any
event, which results in the Sponsor and its Affiliates or such employee benefit
plan ceasing to hold the ability to elect (or cause to be elected) a majority
of the members of the Board.


 


“Closing Date” shall have the meaning set forth in the first “whereas”
paragraph.


 


“Common Stock” shall have the meaning set forth in the third “whereas”
paragraph.


 


“Company” shall have the meaning set forth in the introductory
paragraph.


 


“Confidential Information” shall mean all non-public information
concerning trade secret, know-how, software, developments, inventions,
processes, technology, designs, the financial data, strategic business plans or
any proprietary or confidential information, documents or materials in any form
or media, including any of the foregoing relating to research, operations,
finances, current and proposed products and services, vendors, customers,
advertising and marketing, and other non-public, proprietary, and confidential
information of the Restricted Group.


 


“Controlled by” means with respect to the relationship between
or among two or more Persons, means the possession, directly or indirectly, of
the power to direct or cause the direction of the affairs or management of a
Person, whether through the ownership of voting securities, by contract or
otherwise, including the ownership, directly or indirectly, of securities having
the power to elect a majority of the board of directors or similar body
governing the affairs of such Person.


 


“Coordination Committee” shall have the meaning set forth in the
Partnership Agreement.


 


“Custody Agreement and Power of Attorney” shall have the meaning
set forth in Section 9(e) hereof.


 


“Disability” shall mean “Disability” as such term is defined in
the Employment Agreement.


 


13

















 


“Effective Time” shall have the meaning set forth in the Merger
Agreement.


 


“Employment Agreement” shall mean that certain employment
agreement entered into between the Company and the Management Stockholder, as
of the date hereof, as the same may be amended from time to time.


 


“Event” shall have the meaning set forth in Section 5(c) hereof.


 


“Exchange Act” shall mean the Securities Exchange Act of 1934,
as amended (or any successor section thereto).


 


“Exercisable Option Shares” shall mean the shares of Common
Stock that, at the time that Redemption Notice or Repurchase Notice is
delivered (as applicable), could be purchased by the Management Stockholder
upon exercise of his or her outstanding and exercisable Options.


 


“Fair Market Value” shall mean the fair market value of one
share of Common Stock on any given date, as determined reasonably and in good
faith by the Board, determined without regard to any discount for minority
interest and transfer restrictions imposed on the Common Stock of the
Management Stockholder Entities.


 


“Good Reason” shall mean “Good Reason” as such term is defined
in the Employment Agreement.


 


“Group” shall mean “group,” as such term is used for purposes of
Section 13(d) or 14(d) of the Exchange Act.


 


“Investors” shall have the meaning set forth in the second “whereas”
paragraph.


 


“Management Stockholder” shall have the meaning set forth in the
introductory paragraph.


 


“Management Stockholder Entities” shall mean the Management
Stockholder’s Trust, the Management Stockholder and the Management Stockholder’s
Estate, collectively.


 


“Management Stockholder’s Estate” shall mean the conservators,
guardians, executors, administrators, testamentary trustees, legatees or
beneficiaries of the Management Stockholder.


 


“Management Stockholder’s Trust” shall mean a partnership,
limited liability company, corporation, trust, private foundation or
custodianship, the beneficiaries of which may include only the Management
Stockholder, his or her spouse (or ex-spouse) or his or her lineal descendants
(including adopted) or, if at any time after any such transfer there shall be
no then living spouse or lineal descendants, then to the ultimate beneficiaries
of any such trust or to the estate of a deceased beneficiary.


 


“Merger” shall have the meaning set forth in the first “whereas”
paragraph.


 


“Merger Agreement” shall have the meaning set forth in the first
“whereas” paragraph.


 


“Merger Sub” shall have the meaning set forth in the first “whereas”
paragraph.


 


14

















 


“Options” shall have the meaning set forth in the fourth “whereas”
paragraph.


 


“Option Excess Price” shall mean the aggregate amount paid or
payable by the Company in respect of Exercisable Option Shares, as determined
pursuant to Section 5 or 6 hereof, as applicable.


 


“Option Exercise Price” shall mean the then-current exercise
price of the shares of Common Stock covered by the applicable Option.


 


“Option Plan” shall have the meaning set forth in the fourth “whereas”
paragraph.


 


“Option Stock” shall have the meaning set forth in Section 2(a) hereof.


 


“Other Management Stockholders” shall have the meaning set forth
in the fifth “whereas” paragraph.


 


“Other Management Stockholders Agreements” shall have the
meaning set forth in the fifth “whereas” paragraph.


 


“Parent” shall have the meaning set forth in the introductory
paragraph.


 


“Parties” shall have the meaning set forth in the introductory
paragraph.


 


“Partnership Agreement” shall mean the Amended and Restated
Partnership Agreement of Buck Holdings, L.P., as it may be amended, modified,
restated or supplemented from time to time


 


“Permitted Transfer” shall have the meaning set forth in Section 3(a).


 


“Person” shall mean “person,” as such term is used for purposes
of Section 13(d) or 14(d) of the Exchange Act.


 


“Piggyback Notice” shall have the meaning set forth in Section 9(b) hereof.


 


“Piggyback Registration Rights” shall have the meaning set forth
in Section 9(a) hereof.


 


“Proposed Registration” shall have the meaning set forth in Section 9(b) hereof.


 


“Public Offering” shall mean the sale of shares of Common Stock
to the public subsequent to the date hereof pursuant to a registration
statement under the Act which has been declared effective by the SEC (other
than a registration statement on Form S-4, S-8 or any other similar form).


 


“Purchased Stock” shall have the meaning set forth in the fourth
“whereas” paragraph.


 


“Put Period” shall have the meaning set forth in Section 5(a) hereof.


 


“Qualified Public Offering” shall mean the initial Public
Offering (i) for which cash proceeds to be received by the Company (or any
successor thereto) from such offering (or series of related offerings) (without
deducting underwriter discounts, expenses and


 


15

















 


commissions) are at least $400,000,000, or (ii) pursuant to which
at least 35% of the outstanding shares of Common Stock are sold by the Company
(or any successor thereto).


 


“Redemption Notice” shall have the meaning set forth in Section 5(b) hereof.


 


“Registration Rights Agreement” shall have the meaning set forth
in Section 9(a) hereof.


 


“Repurchase Calculation Date” shall mean (i) prior to the
occurrence of a Public Offering, the last day of the month preceding the month
in which date of repurchase occurs, and (ii) on and after the occurrence
of a Public Offering, the closing trading price on the date immediately
preceding the date of repurchase.


 


“Repurchase Notice” shall have the meaning set forth in Section 6(e) hereof.


 


“Repurchase Price” shall mean the amount to be paid in respect
of the Stock and Options to be purchased by the Company pursuant to Section 5
and Section 6, as applicable.


 


“Request” shall have the meaning set forth in Section 9(b) hereof.


 


“Restricted Stock” shall have the meaning set forth in the
fourth “whereas” paragraph.


 


“Restricted Stock Agreement” shall have the meaning set forth in
the fourth “whereas” paragraph.


 


“Restricted Group” shall mean, collectively, the Company, its
subsidiaries, the Investors and their respective affiliates.


 


“ROFR Notice” shall have the meaning set forth in Section 4(a) hereof.


 


“ROFR Transferee” shall have the meaning set forth in Section 4(a) hereof.


 


“Sale Participation Agreement” shall mean that certain sale
participation agreement entered into by and between the Management Stockholder
and Parent dated as of the date hereof.


 


“SEC” shall mean the Securities and Exchange Commission.


 


“Senior Management Stockholder” shall mean any of the Management
Stockholders or Other Management Stockholders whose job grade level is Vice
President or above and who has been designated as such on Schedule I
hereto or the corresponding schedule of the Other Management Stockholders
Agreements, as applicable.


 


“Stock” shall have the meaning set forth in Section 2(a) hereof.


 


“Stock Option Agreements” shall have the meaning set forth in
the fourth “whereas” paragraph.


 


“TBCA” shall have the meaning set forth in Section 5(c) hereof.


 


 “transfer” shall have the
meaning set forth in Section 2(a) hereof.


 


16

















 


8.     The Company’s
Representations and Warranties and Covenants.


 


(a)   The
Company represents and warrants to the Management Stockholder that (i) this
Agreement has been duly authorized, executed and delivered by the Company and
is enforceable against the Company in accordance with its terms and (ii) the
Stock, when issued and delivered in accordance with the terms hereof and the
other agreements contemplated hereby, will be duly and validly issued, fully
paid and nonassessable.


 


(b)   If
the Company becomes subject to the reporting requirements of Section 12 of
the Exchange Act, the Company will file the reports required to be filed by it
under the Act and the Exchange Act and the rules and regulations adopted
by the SEC thereunder, to the extent required from time to time to enable the
Management Stockholder to sell shares of Stock, subject to compliance with the
provisions hereof (including requirements of the Coordination Committee of
Parent or the Company) without registration under the Exchange Act within the
limitations of the exemptions provided by (A) Rule 144 under the Act,
as such Rule may be amended from time to time, or (B) any similar rule or
regulation hereafter adopted by the SEC. 
Notwithstanding anything contained in this Section 8(b), the
Company may de-register under Section 12 of the Exchange Act if it is then
permitted to do so pursuant to the Exchange Act and the rules and
regulations thereunder and, in such circumstances, shall not be required hereby
to file any reports which may be necessary in order for Rule 144 or any
similar rule or regulation under the Act to be available.  Nothing in this Section 8(b) shall
be deemed to limit in any manner the restrictions on transfers of Stock
contained in this Agreement.


 


(c)   The
Company will not agree to any amendment of the terms of the
credit agreement entered into on the Closing Date, or to
any corresponding provision in any successor or equivalent debt
agreement, that imposes any limits on the Company’s
permission thereunder to repurchase stock, or make payments on
any note, in each case under Section 5(c) or 6(e) of this
Agreement, that are materially more restrictive than such provision
under such credit agreement as in effect on the Closing Date if, at
or prior to the time of such agreement, restrictions corresponding and
proportionate thereto have not also been imposed thereunder on the payment
of cash dividends on the Common Stock.


 


9.     “Piggyback”
Registration Rights.  Effective after
the occurrence of an initial Public Offering:


 


(a)   The
Parties agree to be bound, with respect to Senior Management Stockholders or to
any other Management Stockholder who are provided such rights pursuant to this Section 9,
by all of the terms, conditions and obligations of the Registration Rights
Agreement (the “Registration Rights Agreement”) as they relate to the
exercise of piggyback registration rights as provided in Sections 4, 6, 7, 8
and 11 (but not Section 11(l)) of the Registration Rights Agreement
entered into by and among the Company and investors party thereto (the “Piggyback
Registration Rights”), as in effect on the date hereof (subject, with
respect to any such Management Stockholder expressly provided Piggyback
Registration Rights, only to any amendments thereto to which such Management
Stockholder has agreed in writing to be bound), and, if any of the Investors
are selling stock, shall have all of the rights and privileges of the Piggyback
Registration Rights (including, without limitation, the right to participate in
the initial Public Offering and any rights to indemnification and/or contribution
from the Company and/or the Investors), in each case as if the Management
Stockholder were an original party (other than the Company) to the Registration
Rights Agreement, subject to applicable and customary underwriter restrictions;
provided, however,


 


17

















 


that at no
time shall the Management Stockholder have any rights to request registration
under Section 3 of the Registration Rights Agreement.  All Stock purchased or held by the applicable
Management Stockholder Entities pursuant to this Agreement shall be deemed to
be “Registrable Securities” as defined in the Registration Rights Agreement.


 


(b)   In
the event of a sale of Common Stock by any of the Investors in accordance with
the terms of the Registration Rights Agreement, the Company will promptly
notify each Senior Management Stockholder or other Management Stockholder to
whom the Board, after consultation with the Chief Executive Officer, Chief
Operating Officer and Chief Financial Officer of the Company, has decided to
extend the Piggyback Registration Rights, in writing (a “Piggyback Notice”)
of any proposed registration (a “Proposed Registration”), which
Piggyback Notice shall include: the principal terms and conditions of the
proposed registration, including (A) the number of the shares of Common
Stock to be sold, (B) the fraction expressed as a percentage, determined
by dividing the number of shares of Common Stock to be sold by the holders of
Registrable Securities by the total number of shares held by the holders of
Registrable Securities selling the shares of Common Stock, (C) the
proposed per share purchase price (or an estimate thereof), and (D) the
proposed date of sale.  If within fifteen
(15) days of the receipt by the Management Stockholder or Management
Stockholder, as the case may be, of such Piggyback Notice, the Company receives
from the applicable Management Stockholder Entities of the Senior Management
Stockholder or Management Stockholder, as the case may be, a written request (a
“Request”) to register shares of Stock held by the applicable Management
Stockholder Entities (which Request will be irrevocable unless otherwise
mutually agreed to in writing by the Senior Management Stockholder or
Management Stockholder, if any, and the Company), shares of Stock will be so
registered as provided in this Section 9; provided, however,
that for each such registration statement only one Request, which shall be
executed by the applicable Management Stockholder Entities, may be submitted
for all Registrable Securities held by the applicable Management Stockholder
Entities.


 


(c)   The
maximum number of shares of Stock which will be registered pursuant to a
Request will be the lowest of (i) the number of shares of Stock then held
by the Management Stockholder Entities, including all shares of Stock which the
Management Stockholder Entities are then entitled to acquire under an
unexercised Option to the extent then exercisable (and taking into account any
unvested shares of Restricted Stock), multiplied by a fraction, the numerator
of which is the aggregate number of shares of Stock being sold by holders of
Registrable Securities and the denominator of which is the aggregate number of
shares of Stock owned by the holders of Registrable Securities or (ii) the
maximum number of shares of Stock which the Company can register in connection
with such Request in the Proposed Registration without adverse effect on the
offering in the view of the managing underwriters (reduced pro rata as more
fully described in subsection (d) of this Section 9 or (iii) the
maximum number of shares which the Senior Management Stockholder (pro rata
based upon the aggregate number of shares of Stock the Senior Management
Stockholder and all Other Management Stockholders who are Senior Management
Stockholders have requested to be registered) is permitted to register under
the Piggyback Registration Rights.


 


(d)   If
a Proposed Registration involves an underwritten offering and the managing
underwriter advises the Company in writing that, in its opinion, the number of
shares of Stock requested to be included in the Proposed Registration exceeds
the number which can be sold in such offering, so as to be likely to have an
adverse effect on the price, timing or distribution of the shares of Stock
offered in such Public Offering as contemplated


 


18

















 


by the
Company, then, unless the managing underwriter advises that marketing factors
require a different allocation, the Company will include in the Proposed
Registration (i) first, 100% of the shares of Stock the Company proposes
to sell and (ii) second, to the extent of the number of shares of Stock
requested to be included in such registration which, in the opinion of such
managing underwriter, can be sold without having the adverse effect referred to
above, the number of shares of Stock which the selling holders of Registrable
Securities, the Senior Management Stockholder and all Other Management
Stockholders who are Senior Management Stockholders and any other Persons who
are entitled to piggyback or incidental registration rights in respect of Stock
(together, the “Holders”) have requested to be included in the Proposed
Registration, such amount to be allocated pro rata among all requesting Holders
on the basis of the relative number of shares of Stock (without taking into
account any unvested shares of Restricted Stock) then held by each such Holder
(including upon exercise of all exercisable Options) (provided that any
shares thereby allocated to any such Holder that exceed such Holder’s request
will be reallocated among the remaining requesting Holders in like manner).


 


(e)   Upon
delivering a Request a Senior Management Stockholder or other Management
Stockholder having Piggyback Registration Rights pursuant to clause (b) of
this Section 9 will, if requested by the Company, execute and deliver a
custody agreement and power of attorney having customary terms and in form and
substance reasonably satisfactory to the Company with respect to the shares of
Stock to be registered pursuant to this Section 9 (a “Custody Agreement
and Power of Attorney”).  The Custody
Agreement and Power of Attorney will provide, among other things, that the
Senior Management Stockholder or Management Stockholder, as the case may be,
will deliver to and deposit in custody with the custodian and attorney-in-fact
named therein a certificate or certificates (to the extent applicable)
representing such shares of Stock (duly endorsed in blank by the registered
owner or owners thereof or accompanied by duly executed stock powers in blank)
and irrevocably appoint said custodian and attorney-in-fact as the Senior
Management Stockholder’s or Management Stockholder’s agent and attorney-in-fact
with full power and authority to act under the Custody Agreement and Power of
Attorney on the Senior Management Stockholder’s or Management Stockholder’s
behalf with respect to the matters specified therein.


 


(f)    The
Management Stockholder agrees that he will execute such other agreements as the
Company may reasonably request to further evidence the provisions of this Section 9,
including reasonable and customary lock-up agreements; provided that Parent and
its Affiliates enter into a similar agreement if requested by the managing
underwriter.


 


(g)   Notwithstanding
Section 11(l) of the Registration Rights Agreement, this Section 9
will terminate on the earlier of (i) the occurrence of a Change in Control
and (ii) with respect to each Management Stockholder, on the date on which
such Management Stockholder ceases to own any Registrable Securities.


 


(h)   For
the avoidance of doubt, no unvested shares of Restricted Stock may be sold
hereunder unless and until it becomes vested in accordance with the terms of
the Restricted Stock Agreement.


 


10.   Additional
Rights of Management Stockholders. 
Notwithstanding anything herein to the contrary, in the event that the
Company receives notice of any event giving rise to any of the tag-along or
piggyback registration rights set forth in Section 9 hereof or in the Sale
Participation Agreement, in each such case with respect to a Senior


 


19

















 


Management Stockholder, the Board shall promptly (and in event within
such period of time to allow the Management Stockholder to exercise such right,
if applicable) after being informed of such notice consult with the Chief
Executive Officer, Chief Operating Officer and Chief Financial Officer of the
Company to determine whether and to what extent any such rights shall be
granted to the Management Stockholder and the Other Management Stockholders who
are not Senior Management Stockholders. 
Any such grant shall be effective upon, and to the extent set forth in,
any applicable resolution passed by the Board, and the Company shall give prompt
notice to the Management Stockholder and the Other Management Stockholders of
the adoption thereof.


 


11.   Rights
to Negotiate Repurchase Price. 
Nothing in this Agreement shall be deemed to restrict or prohibit the
Company from purchasing, redeeming or otherwise acquiring for value shares of
Stock or Options from the Management Stockholder, at any time, upon such terms
and conditions, and for such price, as may be mutually agreed upon in writing
between the Parties, whether or not at the time of such purchase, redemption or
acquisition circumstances exist which specifically grant the Company the right
to purchase, or the Management Stockholder the right to sell, shares of Stock
or any Options under the terms of this Agreement; provided that no such
purchase, redemption or acquisition shall be consummated, and no agreement with
respect to any such purchase, redemption or acquisition shall be entered into,
without the prior approval of the Board.


 


12.   Notice
of Change of Beneficiary. 
Immediately prior to any transfer of Stock to a Management Stockholder’s
Trust, the Management Stockholder shall provide the Company with a copy of the
instruments creating the Management Stockholder’s Trust and with the identity
of the beneficiaries of the Management Stockholder’s Trust.  The Management Stockholder shall notify the
Company as soon as practicable prior to any change in the identity of any
beneficiary of the Management Stockholder’s Trust.


 


13.   Recapitalizations,
etc.  The provisions of this
Agreement shall apply, to the full extent set forth herein with respect to the
Stock or the Options, to any and all shares of capital stock of the Company or
any capital stock, partnership units or any other security evidencing ownership
interests in any successor or assign of the Company (whether by merger,
consolidation, sale of assets or otherwise) which may be issued in respect of,
in exchange for, or substitution of the Stock or the Options by reason of any
stock dividend, split, reverse split, combination, recapitalization, liquidation,
reclassification, merger, consolidation or otherwise.


 


14.   Management
Stockholder’s Employment by the Company. 
Except as may be set forth in the Employment Agreement, nothing
contained in this Agreement or in any other agreement entered into by the
Company and the Management Stockholder contemporaneously with the execution of
this Agreement (i) obligates the Company or any subsidiary of the Company
to employ the Management Stockholder in any capacity whatsoever or (ii) prohibits
or restricts the Company (or any such subsidiary) from terminating the
employment of the Management Stockholder at any time or for any reason
whatsoever, with or without Cause, and the Management Stockholder hereby
acknowledges and agrees that neither the Company nor any other person has made
any representations or promises whatsoever to the Management Stockholder
concerning the Management Stockholder’s employment or continued employment by
the Company or any subsidiary of the Company.


 


20

















 


15.   Binding
Effect.  The provisions of this
Agreement shall be binding upon and accrue to the benefit of the parties hereto
and their respective heirs, legal representatives, successors and assigns.  In the case of a transferee permitted under Section 2(a) or
Section 3(a) (other than clauses (iii) or (iv) thereof)
hereof, such transferee shall be deemed the Management Stockholder hereunder; provided,
however, that no transferee (including without limitation, transferees
referred to in Section 2(a) or Section 3(a) hereof) shall
derive any rights under this Agreement unless and until such transferee has
delivered to the Company a valid undertaking and becomes bound by the terms of
this Agreement.  No provision of this
Agreement is intended to or shall confer upon any Person other than the Parties
any rights or remedies hereunder or with respect hereto.


 


16.   Amendment.  This Agreement may be amended by the Company
at any time upon notice to the Management Stockholder thereof; provided
that any amendment (i) that materially disadvantages the Management
Stockholder shall not be effective unless and until the Management Stockholder
has consented thereto in writing and (ii) that disadvantages a class of
stockholders in more than a de minimis way but less than a material way shall
require the consent of a majority of the equity interests held by such affected
class of stockholders.


 


17.   Closing.  Except as otherwise provided herein, the
closing of each purchase and sale of shares of Stock pursuant to this Agreement
shall take place at the principal office of the Company on the tenth business
day following delivery of the notice by either Party to the other of its
exercise of the right to purchase or sell such Stock hereunder.


 


18.   Applicable Law; Jurisdiction;
Arbitration; Legal Fees.


 


(a)   The
laws of the State of Tennessee applicable to contracts executed and to be
performed entirely in such state shall govern the interpretation, validity and
performance of the terms of this Agreement.


 


(b)   In
the event of any controversy among the parties hereto arising out of, or
relating to, this Agreement which cannot be settled amicably by the parties,
such controversy shall be finally, exclusively and conclusively settled by
mandatory arbitration conducted expeditiously in accordance with the American
Arbitration Association rules by a single independent arbitrator.  Such arbitration process shall take place in
Nashville, TN.  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.  Judgment
upon the award rendered may be entered in any court having jurisdiction
thereof.


 


(c)   Notwithstanding
the foregoing, the Management Stockholder acknowledges and agrees that the
Company, its subsidiaries, the Investors and any of their respective affiliates
shall be entitled to injunctive or other relief in order to enforce the
covenant not to compete, covenant not to solicit and/or confidentiality
covenants as set forth in Section 22(a) of this Agreement.


 


(d)   In
the event of any arbitration or other disputes with regard to this Agreement or
any other document or agreement referred to herein, each Party shall pay its
own legal fees and expenses, unless otherwise determined by the arbitrator.


 


21

















 


19.   Assignability
of Certain Rights by the Company. 
The Company shall have the right to assign any or all of its rights or
obligations to purchase shares of Stock pursuant to Sections 4, 5 and 6
hereof; provided, however, that no such assignment shall relieve
the Company from its obligations hereunder.


 


20.   Miscellaneous.


 


(a)   In
this Agreement all references to “dollars” or “$” are to United States dollars
and the masculine pronoun shall include the feminine and neuter, and the
singular the plural, where the context so indicates.


 


(b)   If
any provision of this Agreement shall be declared illegal, void or
unenforceable by any court of competent jurisdiction, the other provisions
shall not be affected, but shall remain in full force and effect.


 


21.   Withholding.  The Company or its subsidiaries shall have
the right to deduct from any cash payment made under this Agreement to the
applicable Management Stockholder Entities any federal, state or local income
or other taxes required by law to be withheld with respect to such payment, if
applicable.


 


22.   Notices.  All notices and other communications provided
for herein shall be in writing.  Any
notice or other communication hereunder shall be deemed duly given (i) upon
electronic confirmation of facsimile, (ii) one (1) business day
following the date sent when sent by overnight delivery and (iii) five (5) business
days following the date mailed when mailed by registered or certified mail
return receipt requested and postage prepaid, in each case as follows:


 


	
  (a)

  	
  If to the Company, to it at the following address:

  
	
   

  	
   

  	
   

  
	
   

  	
  Dollar
  General Corporation

  	
   

  
	
   

  	
  100 Mission
  Ridge

  	
   

  
	
   

  	
  Goodlettsville,
  TN 37202

  	
   

  
	
   

  	
  Attention:
  General Counsel

  	
   

  
	
   

  	
  Telecopy:
  (615) 855-5180

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  with copies to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Kohlberg
  Kravis Roberts & Co. L.P.

  	
   

  
	
   

  	
  2800 Sand
  Hill Road, Suite 200

  	
   

  
	
   

  	
  Menlo Park,
  CA 94025

  	
   

  
	
   

  	
  Attention:
  Michael Calbert

  	
   

  
	
   

  	
  Telecopy:  (650) 233-6553

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  and

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Simpson
  Thacher & Bartlett LLP

  	
   

  
	
   

  	
  425
  Lexington Avenue

  	
   

  
	
   

  	
  New York,
  New York 10017

  	
   

  
	
   

  	
  Attention:
  Marni J. Lerner, Esq.

  	
   

  
	
   

  	
  Telecopy:
  (212) 455-2502

  	
   

  



 


22

















 


(b)   If
to the Management Stockholder, to the Management Stockholder at the address set
forth below under the Management Stockholder’s signature;


 


or at such
other address as either party shall have specified by notice in writing to the
other.


 


23.   Confidential Information;
Covenant Not to Compete; Covenant Not to Solicit.


 


(a)   In
consideration of the Company entering into this Agreement with the Management
Stockholder, unless there exists any covenant that pertains to the same subject
matter as set forth in this Section 23 in any employment agreement or
change in control agreement, which covenant is in effect at the time of
termination of employment between the Management Stockholder and the Company or
any of its subsidiaries or Affiliates (the “Existing Restrictive Covenants”),
such covenants shall supersede the covenants contained in this Section 23,
and, for which purpose, the parties hereby acknowledge that the Employment
Agreement is such an agreement the covenants of which on the date hereof
supersede this Section 23; then, if by agreement of the parties such
covenants are hereafter removed from the Employment Agreement then the
Management Stockholder shall be subject to the covenants contained in this Section 23
if the parties so agree in writing at the time such covenants are removed:


 


(i)     at any time during or after the Management
Stockholder’s employment with the Company or its subsidiaries, disclose any
Confidential Information pertaining to the business of the Company or any of
its subsidiaries or any of the Investors or any of their respective Affiliates,
except when required to perform his or her duties to the Company or one of its
subsidiaries, by law or judicial process;


 


(ii)    at any time during the Management Stockholder’s
employment with the Company or its subsidiaries and for a period of two (2) years
thereafter, directly or indirectly, act as a proprietor, investor director,
officer, employee, substantial stockholder, consultant, or partner in any
business that directly or indirectly competes, at the relevant determination
date, with the business of the Company, any Investor or any of their respective
Affiliates in any geographic area where the Company, any Investor or any of
their respective Affiliates manufactures, produces, sells, leases, rents,
licenses or otherwise provides products or services, including, for the
avoidance of doubt, directly or indirectly, acting as proprietor, investor,
director, officer, employee, stockholder, consultant or partner for the
following businesses: Costco; BJ’s Wholesale Club; Casey’s General Stores Inc.;
Pantry Inc.; Wal-Mart; Target; K-Mart; Family Dollar Stores; Fred’s; the 99
Cents Stores; and Dollar Tree Stores;


 


 (iii)  at any time during the
Management Stockholder’s employment with the Company or its subsidiaries and
for a period of two (2) years thereafter, directly or indirectly (A) solicit
customers or clients of the Company, any of its subsidiaries, the Investors or
any of their respective Affiliates to terminate their relationship with the
Company, any of its subsidiaries, the Investors or any of their respective Affiliates
or otherwise solicit such customers or clients to compete with any business of
the Company, any of its subsidiaries, the Investors or any of their respective
Affiliates or (B) solicit or offer employment to any person who is, or has
been at any time during the twelve (12) months immediately preceding the
termination of the Management Stockholder’s employment, employed by the Company
or any of its Affiliates;


 


23

















 


provided
that in each of clauses (ii) and (iii) above, such restrictions shall
not apply with respect to any Investor or any of their Affiliates that is not
engaged in any business that competes, directly or indirectly, with the Company
or any of its subsidiaries.  If the
Management Stockholder is bound by any other agreement with the Company
regarding the use or disclosure of Confidential Information, the provisions of
this Agreement shall be read in such a way as to further restrict and not to
permit any more extensive use or disclosure of Confidential Information.  Notwithstanding the foregoing, for the
purposes of Section 23(a)(ii), the Management Stockholder may, directly or
indirectly own, solely as an investment, securities of any Person engaged in
the business of the Company or its affiliates which are publicly traded on a
national or regional stock exchange or quotation system or on the over the
counter market if the Management Stockholder (I) is not a controlling
person of, or a member of a group which controls, such person and (II) does
not, directly or indirectly, own 5% or more of any class of securities of such
Person.


 


(b)   Notwithstanding
clause (a) above, if at any time a court holds that the restrictions
stated in such clause (a) are unreasonable or otherwise unenforceable
under circumstances then existing, the parties hereto agree that the maximum
period, scope or geographic area determined to be reasonable under such
circumstances by such court will be substituted for the stated period, scope or
area.  Because the Management Stockholder’s
services are unique and because the Management Stockholder has had access to
Confidential Information, the parties hereto agree that money damages will be
an inadequate remedy for any breach of this Agreement.  In the event of a breach or threatened breach
of this Agreement, the Company or its successors or assigns may, in addition to
other rights and remedies existing in their favor, apply to any court of
competent jurisdiction for specific performance and/or injunctive relief in
order to enforce, or prevent any violations of, the provisions hereof (without
the posting of a bond or other security).


 


(c)   In
the event that the Management Stockholder breaches any of the provisions of Section 23(a),
in addition to all other remedies that may be available to the Company, the
Management Stockholder shall be required to pay to the Company any amounts
actually paid to him or her by the Company in respect of any repurchase by the
Company of any Options or Stock held by such Management Stockholder; provided
that with respect to Option Stock, the Management Stockholder shall be required
to pay to the Company only such amounts, if any, that the Management
Stockholder received in excess of the exercise price paid by the Management
Stockholder in acquiring such Option Stock, on a net after-tax basis.


 


24.   Irrevocable
Proxy.  In accordance with Tenn. Code
Ann. § 48-17-203, each Management Stockholder hereby irrevocably appoints Buck
Holdings, L.P. and any authorized representatives and designees thereof as its lawful proxy and attorney-in-fact to exercise
with full power in such Management Stockholder’s name and on its behalf such
Management Stockholder’s right to vote all of the shares of outstanding Common Stock owned by the Management
Stockholder at any regular or special meeting of the stockholders of the
Company for the express purpose of electing any one or more members to
the Board.  Buck Holdings, L.P. and any
authorized representatives and designees thereof shall vote under this proxy on
behalf of each such Management Stockholder in the same manner as Buck Holdings,
L.P. votes any outstanding shares of Common
Stock owned by it at any such
regular or special meeting of the stockholders of the Company for the
express purpose of electing any one or more members to the Board.   This proxy is irrevocable and is coupled with an interest and
shall not be terminable as long as this Agreement remains effective


 


24

















 


among
the parties hereto, their successors, transferees and assigns and, if such Management Stockholder is a natural
person, shall not terminate on the disability or incompetence of such
Management Stockholder.  The Company is hereby requested and directed to honor this proxy upon
its presentation by Buck Holdings, L.P. and any authorized
representatives and designees thereof,
without any duty of investigation whatsoever on the part of the Company. Each
such Management Stockholder agrees that the Company, and the Company’s
secretary shall not be liable to such Management Stockholder for so honoring
this proxy.


 


25.   Shareholder
Actions by Written Consent.  The
Management Stockholder (a) agrees that, in respect of actions undertaken
without a meeting pursuant to Article I, Section 6 of the bylaws of
the Company, which are attached as Schedule II hereto, and T.C.A. section
48-17-104, unless otherwise provided by the Company’s charter or bylaws or
applicable law, any action required or permitted to be taken at any meeting of
the shareholders may be taken without a meeting, without prior notice and
without a vote if a consent in writing, setting forth the action so taken, is
signed in one or more counterparts by shareholders having not less that the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted and (b) hereby consents to the taking of any such action as set
forth in this Section 25 and in Article I, Section 6 of the
bylaws of the Company.


 


26.   Effectiveness.  Except for Sections 1, 2(a), 2(f), 2(g), 3,
14, 15, 16, 18, 20 and 22 and this Section 26, which shall become
effective as of the execution and delivery of this Agreement by the Parties,
this Agreement shall become effective upon the Effective Time and prior thereto
shall be of no force or effect.  If the
Merger Agreement shall be terminated in accordance with its terms prior to the
Effective Time, this Agreement shall automatically terminate and be of no force
or effect.


 


[Signatures
on next page.]


 


25

















 


IN WITNESS WHEREOF, the Parties 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUCK HOLDINGS, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Buck Holdings, LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael M. Calbert

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Michael M. Calbert

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
								



 


[signature page to Management Stockholder’s Agreement]


 

















 


	
   

  	
  MANAGEMENT STOCKHOLDER:

  
	
   

  	
   

  
	
   

  	
  /s/ Richard Dreiling

  
	
   

  	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADDRESS:

  
	
   

  	
   

  
	
   

  	
  1749 Via Di Salerno

  
	
   

  	
   

  
	
   

  	
  Pleasanton, CA 94566

  
	
   

  	
   

  



 


[signature page to Management Stockholder’s Agreement]


 

















 


Schedule I


PURCHASED STOCK


 


Number of shares of Purchased Stock (up to                   )
(to be purchased at the Base Price):                             


 


Base Price: $5.00


 


OPTIONS


 


Number of shares of Common Stock underlying
New Options (assuming you have satisfied the minimum investment amount):