dg_Ex1013



		

			Exhibit 10.13

		





		
			DOLLAR GENERAL CORPORATION
PERFORMANCE SHARE UNIT AWARD AGREEMENT
		

		
			 
		

		
			THIS AGREEMENT (the “Agreement”), dated as of the date indicated on Schedule A hereto (the “Grant Date”), is made between Dollar General Corporation, a Tennessee corporation (hereinafter, together with all Service Recipients unless the context indicates otherwise, called the “Company”), and the individual whose name is set forth on the signature page hereof, who is a Key Employee of the Company (hereinafter referred to as the “Grantee”).  Capitalized terms not otherwise defined herein shall have the same meanings as in the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan, as amended from time to time (the “Plan”), the terms of which are hereby incorporated by reference and made a part of this Agreement.
		

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

		
			WHEREAS, the Compensation Committee (or a duly authorized subcommittee thereof) of the Company’s Board appointed to administer the Plan (the “Committee”) has determined that it would be to the advantage and in the best interest of the Company and its shareholders to grant the Performance Share Unit Award provided for herein to the Grantee, and has advised the Company thereof and instructed the undersigned officer to issue said Performance Share Unit Award.
		

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

			
	
			
				 1.
			Grant of Performance Share Unit Award.  Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement, the Company hereby grants to the Grantee a certain number of performance units (referred to as “Performance Share Units”) which the Grantee will have an opportunity to earn and vest in over Performance Periods (as defined below) of one year or up to three years if certain performance goal measures are met in accordance with Section 4 (with special transition performance goal measures described in Section 4(b)) and if additional service and payment requirements  are met in accordance with Section 5.  A Performance Share Unit represents the right to receive one Share of Common Stock upon satisfaction of the requirements set forth in this Agreement.  For the avoidance of doubt, no Performance Share Unit shall be earned unless all applicable performance and service requirements are met.




			
	
			
				 2.
			Target Number of Performance Share Units.  The target number of Performance Share Units awarded is set forth on Schedule A hereto.  At the end of the applicable Performance Period, and subject to additional service and payment requirements in Section 5, the Grantee can earn up to [300%] of the target number of Performance Share Units or as little as [no] Performance Share Units, depending upon actual performance compared to the performance goal measures established by the Committee.  




			
	
			
				 3.
			Performance Period.  There are four periods during which the performance goal measures apply (each a “Performance Period”):  a one-year performance period applies to the Adjusted EBITDA goal (the “One-Year Goal”) and three performance periods of varying lengths 





		 


		

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	apply to the Average Adjusted ROIC goal (the “Three-Year Goal”) (with the Three-Year Goal broken down into three (3) separate Average Adjusted ROIC goals as described in Section 4(b)).  The Performance Periods begin and end as set forth on Schedule A hereto.




			
	
			
				 4.
			Performance Goal Measures.




			
	
			
				 (a)   
			The performance goal measures and the levels of performance for each of the performance goal measures that are required to earn Performance Share Units were established by the Committee on the Grant Date.  In determining performance, [fifty percent (50%)] of the target number of Performance Share Units are subject to the One-Year Goal which is based on Adjusted EBITDA and the other [fifty percent (50%)] of the target number of Performance Share Units are subject to the Three-Year Goal (and subdivided into additional performance goal measures over additional Performance Periods as provided in Section 4(b)) which is based on Average Adjusted ROIC, each as defined below and as established by the Committee, for the applicable Performance Period, with the method for determining the number of Performance Share Units that can be earned (including the threshold, target and maximum number of Performance Share Units) set forth on Schedule A hereto, subject to additional service and payment requirements in Section 5.  In allocating the Performance Share Units between the One-Year Goal and the Three-Year Goal, any remaining fractional share of Common Stock underlying the target number of Performance Share Units shall be allocated to the One-Year Goal.  If the performance level for a performance goal measure is below the established threshold, no Performance Share Units shall be earned for the applicable Performance Period with respect to such performance goal measure.  If the performance level for a performance goal measure is above the established maximum, no additional Performance Share Units shall be earned above the associated maximum payout level for the applicable Performance Period with respect to such performance goal measure.  Within sixty (60) days following the end of the applicable Performance Period, the Committee will determine the extent to which the applicable performance goal measure has been met and the number of Performance Share Units earned (subject to the additional service and payment requirements in Section 5).    If performance for the applicable performance goal measure is between the threshold and the target or between the target and the maximum, the performance level achieved will be determined by applying linear interpolation to the performance interval and then rounding to the nearest whole Performance Share Unit.  The Performance Share Units are intended to be Performance-Based Awards under the Plan, and the provisions of Section 6(c)(ii) of the Plan shall apply.  The Committee must certify the performance results for each of the performance goal measures following the end of the applicable Performance Period.  The Committee may exercise its discretion to reduce the number of Performance Share Units earned for a Performance Period in its assessment of performance in relation to the performance goal measures or in light of other considerations that the Committee deems relevant.  Except as provided in Section 5(i)  in the event of a Change in Control during the applicable Performance Period, any Performance Share Units that are not, based on the Committee’s determination, earned by performance during the applicable Performance Period, including Performance Share Units that had been potentially earnable by performance in excess of the actual performance levels achieved, shall be cancelled and forfeited as of the last day of the applicable Performance Period.




			
	
			
				 (b)   
			Special Transition Rules for Three-Year Goal.  The [fifty percent (50%)] of the target number of Performance Share Units subject to the Three-Year Goal shall be broken down into three (3) parts with one-third (33 1/3%) in each of the three (3) years subject to its own performance goal measure and Performance Period (subject in all events to the additional service and payment requirements in Section 5).  The three Performance Periods (“Adjusted ROIC Performance Period 1,”  





		 


		

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	“Adjusted ROIC Performance Period 2,” and “Adjusted ROIC Performance Period 3”) vary in length and are defined on Schedule A, and the three performance goal measures are based on the average of Adjusted ROIC for each fiscal year within the applicable Performance Period (“Average Adjusted ROIC 1,” “Average Adjusted ROIC  2,” and “Average Adjusted ROIC  3”) which are defined in Section 4(c) below and described in more detail on Schedule A.   In allocating one-third (33 1/3%) of the target number of Performance Share Units between the three (3) Performance Periods as described in the prior sentence, any remaining fractional share of Common Stock underlying the applicable target number of Performance Share Units shall be allocated to the Adjusted ROIC Performance Period 1.  All of the provisions of Section 4(a) shall apply to the calculation and payment of the Performance Share Units attributable to the applicable Performance Periods described in this Section 4(b).




			
	
			
				 (c)   
			The following terms have the following meaning for purposes hereof:




		
			(i)        “Adjusted EBITDA” shall be computed as income (loss) from continuing operations before cumulative effect of change in accounting principles plus interest and other financing costs, net, provision for income taxes, and depreciation and amortization, but shall exclude the impact of (a) any costs, fees and expenses directly related to the consideration, negotiation, preparation, or consummation of any asset sale, merger or other transaction that results in a Change in Control (within the meaning of the Plan) of the Company or any offering of Company common stock or other security; (b) disaster-related charges; (c) any gains or losses associated with the Company’s LIFO computation; and (d) unless the Committee disallows any such item, (i) any unbudgeted loss as a result of the resolution of a legal matter or (ii) any unplanned loss(es), net of related unplanned gains, of a non-recurring nature, provided that in the case of each of (i) and (ii) such amount equals or exceeds $1 million for a single loss or net loss, as applicable, and $10 million in the aggregate.
		

		
			 
		

		
			(ii)        “Adjusted ROIC” shall mean during each fiscal year within the applicable Performance Period (a) the result of (x) the sum of (i) the Company’s operating income, plus (ii) depreciation and amortization, plus (iii) minimum rentals for [2017 and 2018] and single lease cost for [2019], minus (y) taxes, divided by (b) the result of (x) the sum of the averages of: (i) total assets, excluding any assets associated with the adoption of new lease accounting standards in [2019],  plus (ii) accumulated depreciation and amortization, minus (y) (i) cash, minus (ii) goodwill, minus (iii) accounts payable, minus (iv) other payables, minus (v) accrued liabilities, plus (vi) 8x minimum rentals for [2017 and 2018] and 8x single lease cost for [2019] (with all of the foregoing terms as determined per the Company’s financial statements for each fiscal year within the applicable Performance Period), but shall exclude the impact of (a) any costs, fees and expenses directly related to the consideration, negotiation, preparation, or consummation of any asset sale, merger or other transaction that results in a Change in Control (within the meaning of the Plan) of the Company or any offering of Company common stock or other security; (b) disaster-related charges; (c) any gains or losses associated with the Company’s LIFO computation; (d) in [2019], impacts related to change to lease accounting rules; and (e) unless the Committee disallows any such item, (i) any unbudgeted loss as a result of the resolution of a legal matter or (ii) any unplanned loss(es), net of related unplanned gains, of a non-recurring nature, provided that in the case of each of (i) and (ii) such amount equals or exceeds [$1 million] for a single loss or net loss, as applicable, and [$10 million] in the aggregate. 
		

		
			
		

		
			


		 


		

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			(iii)        “Average Adjusted ROIC 1” shall mean the Adjusted ROIC for the Adjusted ROIC Performance Period 1.
		

		
			(iv)        “Average Adjusted ROIC 2” shall mean the average of the Adjusted ROIC for the two fiscal years in the Adjusted ROIC Performance Period 2.
		

		
			(v)        “Average Adjusted ROIC 3” shall mean the average of the Adjusted ROIC for the three fiscal years in the Adjusted ROIC Performance Period 3.    
		

			
	
			
				 5.
			Vesting and Payment.  




			
	
			
				 (a)   
			Except as provided otherwise in Sections 5(b), 5(c) and 5(i) below and subject to the attainment of the applicable performance goal measures and the required certification as provided in Section 4, the Performance Share Units shall become vested in accordance with the vesting table set forth on Schedule A hereto on the dates listed in the first column of such table (each a “Vesting Date”), provided the Grantee remains continuously employed through the applicable Vesting Date.  Once vested, the Performance Share Units shall be paid as provided in Section 5(d) or 5(i), subject to the forfeiture provisions of Section 5(c) below. To the extent the application of the above vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and vest on the earliest Vesting Date.  If the Grantee’s employment with the Company terminates prior to a Vesting Date and neither Section 5(b), nor 5(i) applies or has applied, then any unvested Performance Share Units at the date of such termination of employment shall be automatically forfeited to the Company and cancelled.  




			
	
			
				 (b)   
			Accelerated Vesting Events.    




		
			(i)        Performance Share Units Subject to One-Year Goal:  To the extent Performance Share Units subject to the One-Year Goal have not previously terminated, been forfeited or become vested and nonforfeitable, and except as otherwise provided in Section 5(i), (A) in the event the Grantee’s employment is terminated before the last day of the applicable Performance Period because of the Grantee’s Retirement (as defined below) or the Grantee dies or becomes Disabled (as defined below) before the last day of such Performance Period, then a Pro-Rata Portion (as defined below) of such Performance Share Units (rounded to the nearest whole share) that would have vested on the first Vesting Date shall become vested and nonforfeitable as of the first Vesting Date (subject to all applicable performance and certification requirements in Section 4) and all remaining Performance Share Units subject to the One-Year Goal shall be automatically forfeited to the Company and cancelled, (B)  in the event the Grantee’s employment is terminated on or after the last day of the Performance Period but before a subsequent Vesting Date due to the Grantee’s Retirement, then that one-third (33 1/3%) of the Performance Share Units that would have become vested and nonforfeitable on the next Vesting Date if the Grantee had remained employed through such date (subject to all applicable performance and certification requirements in Section 4) shall become vested and nonforfeitable upon such Retirement, provided, however, that, if the Grantee retires on a Vesting Date, no accelerated vesting shall occur but rather the Grantee shall be entitled only to the portion of the Performance Share Units that were scheduled to vest on such Vesting Date and all remaining Performance Share Units subject to the One-Year Goal shall be automatically forfeited to the Company and cancelled; and (C)  in the event the Grantee dies or becomes Disabled on or after the last day of the Performance Period but before a subsequent Vesting Date,  then all remaining unvested Performance Share Units that would have become vested and nonforfeitable if the Grantee had remained employed through all future Vesting Dates shall become vested and 


		 


		

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nonforfeitable (subject to all applicable performance and certification requirements in Section 4) upon such death or Disability.    
		

		
			 
		

		
			(ii)        Performance Share Units Subject to Three-Year Goal:  To the extent Performance Share Units subject to the Three-Year Goal have not previously terminated, been forfeited or become vested and nonforfeitable, and except as otherwise provided in Section 5(i), in the event the Grantee’s employment is terminated because of the Grantee’s Retirement or the Grantee dies or becomes Disabled before the last day of any applicable Adjusted ROIC Performance Period, then a Pro-Rata Portion of such Performance Share Units (rounded to the nearest whole share) that would have vested on the applicable Vesting Date for any such not yet completed Adjusted ROIC Performance Period shall become vested and nonforfeitable as of the applicable Vesting Date (subject to all applicable performance and certification requirements in Section 4) and all remaining Performance Share Units subject to the Three-Year Goal shall be automatically forfeited to the Company and cancelled.  To the extent Performance Share Units subject to the Three-Year Goal have not previously terminated, been forfeited or become vested and nonforfeitable, and except as otherwise provided in Section 5(i), in the event the Grantee’s employment is terminated because of the Grantee’s Retirement or the Grantee dies or becomes Disabled on or after the last day of an applicable Adjusted ROIC Performance Period but before the Vesting Date for such Adjusted ROIC Performance Period, then such Performance Share Units (rounded to the nearest whole share) that would have vested on the Vesting Date for such Adjusted ROIC Performance Period shall become vested and nonforfeitable (subject to all applicable performance and certification requirements in Section 4) upon such Retirement, death or Disability. 
		

		
			 
		

		
			(iii)        For purposes of Section 5(b), a “Pro-Rata Portion” is determined by a fraction (not to exceed one), the numerator of which is the number of months in the applicable Performance Period during which the Grantee was continuously in the employment of the Company and the denominator of which is the number of months in the applicable Performance Period.  The Grantee will be deemed to be employed for a month if the Grantee’s Retirement, death or Disability occurs after the fifteenth (15th) day of a month.    
		

		
			 
		

		
			(iv)        Accelerated vesting under Section 5(b) shall not accelerate the time of payment of the Performance Share Units.
		

		
			 
		

			
	
			
				 (c)   
			Termination With Cause.  Notwithstanding any other provision of this Agreement, in the event the Grantee’s employment is terminated by the Company with Cause prior to the satisfaction of all applicable performance, service and payment requirements, all Performance Share Units shall be forfeited and cancelled on the date of such termination of employment and the Grantee shall have no rights under this Agreement.




			
	
			
				 (d)   
			Payment of Performance Share Units.  Except as provided otherwise in Section 5(i) (related to a Change in Control), once earned and vested in accordance with Section 4 and  Section 5(a) or 5(b), as applicable, the Performance Share Units shall be paid on the Vesting Dates as provided in Section 5(a) and the vesting table set forth on Schedule A hereto.  Such payment dates, as well as the special earlier accelerated payment date due to a Qualifying Termination as provided in Section 5(i), are each referred to individually as a “Payment Date”.




		
			 
		

		
			


		 


		

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				 (e)   
			Transfers and Reemployment.  For purposes of this Agreement, transfer of employment among the Company and another Service Recipient shall not be considered a termination or interruption of employment.  Upon reemployment following a termination of employment for any reason, the Grantee shall have no rights to any Performance Share Units previously forfeited and cancelled under this Agreement.




			
	
			
				 (f)   
			Retirement.  For purposes of this Agreement, Retirement shall mean the voluntary termination of the Grantee’s employment with the Company on or after (i) reaching the minimum age of sixty-two (62) and (ii) achieving five (5) consecutive years of service; provided, however, that (x) the sum of the Grantee’s age plus years of service (counting whole years only) must equal at least seventy (70); (y) there is no basis for the Company to terminate the Grantee with  Cause at the time of the Grantee’s voluntary termination; and (z) the termination also constitutes a “separation from service” within the meaning of Section 409A of the Code.  




			
	
			
				 (g)   
			Disability or Disabled.  For the purposes of this Agreement, Disability or Disabled shall have the meaning set forth in Treas. Reg. Section 1.409A-3(i)(4).  The Grantee will be deemed disabled if the Grantee is determined to be disabled under the Company’s long-term disability plan, provided that the definition of “disability” applied under such plan complies with the requirements of Treas. Reg. Section 1.409A-3(i)(4).




			
	
			
				 (h)   
			Cause.  For the purposes of this Agreement, Cause shall mean (i) “Cause” as such term may be defined in any employment agreement between the Grantee and the Company that is in effect at the time of termination of employment; or (ii) if there is no such employment agreement in effect, “Cause” as such term may be defined in any change-in-control agreement between the Grantee and the Company that is in effect at the time of termination of employment; or (iii) if there is no such employment or change-in-control agreement, with respect to the Grantee: (A) any act of the Grantee involving fraud or dishonesty, or any willful failure to perform reasonable duties assigned to the Grantee which failure is not cured within 10 business days after receipt from the Company of written notice of such failure; (B) any material breach by the Grantee of any securities or other law or regulation or any Company policy governing trading or dealing with stock, securities, investments or the like, or any inappropriate disclosure or “tipping” relating to any stock, securities, investments or the like; (C) other than as required by law, the carrying out by the Grantee of any activity, or the Grantee making any public statement, which prejudices or ridicules the good name and standing of the Company or its Affiliates or would bring such persons into public contempt or ridicule; (D) attendance by the Grantee at work in a state of intoxication or the Grantee otherwise being found in possession at the Grantee’s place of work of any prohibited drug or substance, possession of which would amount to a criminal offense; (E) any assault or other act of violence by the Grantee; or (F) the Grantee being indicted for any crime constituting (I) any felony whatsoever or (II) any misdemeanor that would preclude employment under the Company’s hiring policy.




			
	
			
				 (i)   
			Change in Control.  Notwithstanding any other provision of this Section 5, in the event of a Change in Control, vesting and payment of the Performance Share Units that have not previously become vested and nonforfeitable and paid, or have not previously been forfeited, under Section 4, 5(a), 5(b), 5(c) or 5(d) shall be determined under this Section 5(i) as follows:




			
	
			
				 (i)
			In the event a Change in Control occurs on or before the end of the applicable Performance Period and provided the Grantee is continuously employed until the Change in Control, the target number of the applicable Performance Share Units shall be deemed 





		 


		

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	earned but otherwise continue to be subject to the service and payment provisions, including applicable proration requirements, that apply under Section 5(a), 5(b), 5(c) and 5(d) unless the Grantee experiences a Qualifying Termination.  If the Grantee experiences a Qualifying Termination, all of the applicable Performance Share Units deemed earned per the preceding sentence and not previously vested and paid or previously forfeited, shall become immediately vested and nonforfeitable and shall be paid on the date of such Qualifying Termination, subject to a six-month delay, if applicable, as provided under Section 10(c) of the Plan.




		
			 
		

		
			(ii)        In the event a Change in Control occurs following the end of the applicable Performance Period and provided the Grantee is continuously employed until the Change in Control, all of the applicable Performance Share Units previously earned based on the Committee’s determination of performance in accordance with Section 4 shall continue to be subject to the service and payment requirements that apply under Section 5(a), 5(b), 5(c) and  5(d) unless the Grantee experiences a Qualifying Termination.  If the Grantee experiences a Qualifying Termination, all of the applicable Performance Share Units previously earned based on the Committee’s determination of performance in accordance with Section 4 and not previously vested and paid or previously forfeited, shall become immediately vested and nonforfeitable and shall be paid on the date of such Qualifying Termination, subject to a six-month delay, if applicable, as provided under Section 10(c) of the Plan.  
		

		
			 
		

		
			(iii)        For purposes of this Agreement, a Change in Control (as defined in the Plan) will be deemed to have occurred with respect to the Grantee only if an event relating to the Change in Control constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. Section 1.409A-3(i)(5).
		

		
			 
		

			
	
			
				 (j)   
			Good Reason.  For purposes of this Agreement, Good Reason shall mean (A) a material diminution in the Grantee’s base salary unless such action is in connection with across-the-board base salary reductions affecting one-hundred percent (100%) of employees at the same grade level; or (B) a material diminution in the Grantee’s authority, duties or responsibilities.  To qualify as a termination due to Good Reason under this Agreement, the Grantee must have provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty  (30) days of the initial existence of such grounds and must have given the Company at least thirty (30) days from receipt of such notice to cure the condition constituting Good Reason.  Such termination of employment must have become effective no later than one (1) year after the initial existence of the condition constituting Good Reason.    




			
	
			
				 (k)   
			Qualifying Termination.  For purposes of this Agreement, Qualifying Termination shall mean the Grantee’s employment with the Company is terminated involuntarily by the Company other than with Cause or is terminated voluntarily by the Grantee for Good Reason or due to Retirement other than when Cause exists, in each case provided (A) the termination of employment occurs within two (2) years following a Change in Control and (B) the termination of employment also constitutes a “separation from service” within the meaning of Section 409A of the Code.  In no event shall a Qualifying Termination include the death, Disability or any other termination of or by the Grantee not specifically covered by the preceding sentence.  




		
			 
		

		
			


		 


		

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				 (l)   
			Delivery of Shares.  Shares of Common Stock corresponding to the number of Performance Share Units that have been earned and become vested and nonforfeitable (“Performance Shares”) shall be paid to the Grantee, or, if deceased, to the Grantee’s estate, in settlement of the Performance Share Units on the Payment Dates provided in Sections 5(d) and 5(i).  Payment only may be delayed by the Company in accordance with the requirements of Section 409A of the Code although no interest shall be payable in the event there is a delay for any reason.  Such payment shall be accomplished either by delivering a share certificate or by providing evidence of electronic delivery, and the Performance Shares shall be registered in the name of the Grantee or, if deceased, the Grantee’s estate. The Performance Shares may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company.  Such Shares shall be fully paid and nonassessable.  In determining the number of Performance Shares to be withheld for taxes as provided in Section 10, the value of the Performance Shares shall be based upon the Fair Market Value of the Shares on the date of payment.  If a Payment Date falls on a weekend, holiday or other non-trading day, the value of any Performance Shares payable on such Payment Date shall be determined based on the Fair Market Value of the Shares on the most recent prior trading date. 




			
	
			
				 6.
			No Dividend Equivalents.  The Grantee shall have no right to dividend equivalents or dividends on the Performance Share Units.    




			
	
			
				 7.
			Transferability.  Neither the Performance Shares prior to delivery pursuant to Section 5 nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Grantee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 7 shall not prevent transfers by will or by the applicable laws of descent and distribution.




			
	
			
				 8.
			No Guarantee of Employment.  Nothing in this Agreement or in the Plan shall confer upon the Grantee any right to continue in the employ of the Company or shall interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to terminate the employment of the Grantee at any time for any reason whatsoever, with or without cause, subject to the applicable provisions of, if any, the Grantee’s employment agreement with the Company or offer letter provided by the Company to the Grantee.    




			
	
			
				 9.
			Change in Capitalization; Change in Control.  If any event described in Section 8 or 9 of the Plan occurs, this Agreement and the Performance Shares shall be adjusted to the extent required or permitted, as applicable, pursuant to Sections 8 and 9 of the Plan.




			
	
			
				 10.
			Taxes.  The Grantee shall have full responsibility, and the Company shall have no responsibility (except as to applicable tax withholdings), for satisfying any liability for any federal, state or local income or other taxes required by law to be paid with respect to the Performance Shares.  The Grantee is hereby advised to seek his or her own tax counsel regarding the taxation of the Performance Shares hereunder.  Unless otherwise determined by the Committee (in compliance with Section 409A of the Code),  on the applicable Payment Date, the Company shall withhold from any Performance Shares deliverable in payment of the Performance Share Units the number of Performance Shares having a value equal to the minimum amount of income and employment taxes required to be withheld under applicable laws and regulations, and pay the amount of such withholding taxes in cash to the appropriate taxing authorities.  Unless otherwise determined 





		 


		

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	by the Committee (in compliance with Section 409A of the Code), if vesting occurs prior to payment and applicable law requires the payment of employment taxes at such time, then the Company shall withhold from the Performance Share Units at vesting the number of Performance Shares having a value equal to the minimum amount of income and employment taxes required to be withheld under applicable law and regulations, in a manner that complies with Section 409A of the Code, and pay the amount of such withholding taxes in cash to the appropriate taxing authorities.  With regard to withholding on the Payment Date (but not at the time of vesting), any fractional shares resulting from the payment of the withholding amounts shall be liquidated and paid in cash to the U.S. Treasury as additional federal income tax withholding for the Grantee.  With regard to withholding at the time of vesting, only full shares (determined by rounding down to the next full share) shall be liquidated and paid in cash to the U.S. Treasury and any additional amounts due for tax withholding shall be paid by the Grantee.  Grantee shall be responsible for any withholding taxes not satisfied by means of such mandatory withholding and for all taxes in excess of such withholding taxes that may be due upon vesting of the Performance Share Units.  




			
	
			
				 11.
			Limitation on Obligations.  This Performance Share Unit Award shall not be secured by any specific assets of the Company, nor shall any assets of the Company be designated as attributable or allocated to the satisfaction of the Company’s obligations under this Agreement.  In addition, the Company shall not be liable to the Grantee for damages relating to any delays in issuing the share certificates or electronic delivery thereof to him or her (or his or her designated entities), any loss of the certificates, or any mistakes or errors in the issuance or registration of the certificates or in the certificates themselves.




			
	
			
				 12.
			Securities Laws.  The Company may require the Grantee to make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws.  The Performance Share Units and Performance Shares shall be subject to all applicable laws, rules and regulations and to such approvals of any governmental agencies as may be required.




			
	
			
				 13.
			Notices.  Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary or his or her designee, and any notice to be given to the Grantee shall be addressed to the Grantee at the address given beneath his or her signature hereto.  By a notice given pursuant to this Section 13, either party may hereafter designate a different address for notices to be given to him or her.  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 or her status and address by written notice under this Section 13.  Any notice shall have been deemed duly given when delivered by hand or courier or when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.




			
	
			
				 14.
			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.




			
	
			
				 15.
			Section 409A of the Code.  The provisions of Section 10(c) of the Plan are hereby incorporated by reference.  Notwithstanding the foregoing, the Company shall not be liable to the Grantee in the event this Agreement fails to be exempt from, or comply with, Section 409A of the Code.  




		
			


		 


		

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				 16.
			Arbitration.  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 within the Nashville, Tennessee metropolitan area.  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.  Each party shall bear its own legal fees and expenses, unless otherwise determined by the arbitrator.




			
	
			
				 17.
			Clawback.  As a condition of receiving the Performance Share Units, the Grantee acknowledges and agrees that the Grantee’s rights, payments, and benefits with respect to the Performance Share Units shall be subject to any reduction, cancellation, forfeiture or recoupment, in whole or in part, upon the occurrence of certain specified events, as may be required by any rule or regulation of the Securities and Exchange Commission or by any applicable national exchange, or by any other applicable law, rule or regulation, or as set forth in a separate “clawback” or recoupment policy as may be adopted from time to time by the Board or the Committee.  




			
	
			
				 18.
			Applicability of Plan.  The Performance Share Units and the Performance Shares issued to the Grantee upon payment of the Performance Share Units shall be subject to all terms and provisions of the Plan to the extent applicable to performance share units and Shares.  In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.




			
	
			
				 19.
			Amendment and Termination.  This Agreement may be modified in any manner consistent with Section 10 of the Plan. 




			
	
			
				 20.
			Administration.   The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules.  All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Grantee, the Company and all other interested persons.  No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Performance Share Unit Award.  In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.




			
	
			
				 21.
			Rights as Shareholder.  The holder of a Performance Share Unit Award shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Performance Shares issuable upon the payment of a vested Performance Share Unit unless and until a certificate or certificates representing such Performance Shares shall have been issued by the Company to such holder or, if the Common Stock is listed on a national securities exchange, a book entry representing such Performance Shares has been made by the registrar of the Company.




			
	
			
				 22.
			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.




		
			 
		

		
			


		 


		

			10

		





 



		

			 

		





		

		
			IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						DOLLAR GENERAL CORPORATION

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Name:

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Title:

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						GRANTEE

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						[name]

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						ADDRESS:

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				



		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			11

		





 



		

			 

		





		

		
			 
		

		
			Schedule A to Performance Share Unit Award Agreement
		

		
			 
		

			
					
						    

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Grant Date:

					
					
						[      ]

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Target Number of Performance Share Units Awarded:

					
					
						[      ]

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						Performance Period:

					
					
						For One-Year Goal:  Begins on [1st day of applicable fiscal year] and ends on [last day of applicable fiscal year].

					
						 

				
	
					
						 

					
					
						For Three-Year Goal:    XXXX

				
	
					
						 

					
					
						Adjusted ROIC Performance Period 1:  Begins on [1st day of Period 1 fiscal year] and ends on [last day of Period 1 fiscal year].

					
						 

					
						Adjusted ROIC Performance Period 2:  Begins on [1st day of Period 1 fiscal year] and ends on [last day of Period 2 fiscal year].

					
						 

				
	
					
						 

					
					
						Adjusted ROIC Performance Period 3:  Begins on [1st day of Period 1 fiscal year] and ends on [last day of Period 3 fiscal year].

					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			Threshold, Target and Maximum Calculation Chart:   See attached Exhibit 1
		

		
			 
		

		
			Vesting Table:
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						Vesting Date

					
					
						PSUs Subject to Adjusted EBITDA Goal/

					
						Percentage Vested

					
					
						PSUs Subject to Adjusted ROIC Goals/

					
						Percentage Vested

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						April 1, [      ]

					
					
						33 1/3%

					
					
						33 1/3%

				
	
					
						April 1, [      ]

					
					
						33 1/3%

					
					
						33 1/3%

				
	
					
						April 1, [      ]

					
					
						33 1/3%

					
					
						33 1/3%

				



		
			 
		

		
			 
		

		
			


		 


		

			12

		





 



		

			 

		





		

		
			Exhibit 1 to Schedule A to Performance Share Unit Award Agreement
		

		
			 
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						  [      ] Performance Share Unit Matrix - Adjusted EBITDA

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Adjusted EBITDA Based Shares 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Performance Level

					
					
						Adjusted EBITDA Result     ($000)

					
					
						Adjusted EBITDA
 Result vs. Target

					
					
						Adjusted EBITDA
Based Shares

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Threshold

					
					
						[      ]

					
					
						[      ]

					
					
						[      ]

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Target

					
					
						[      ]

					
					
						[      ]

					
					
						[      ]

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Maximum

					
					
						[      ]

					
					
						[      ]

					
					
						[      ]

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Note: Interpolate between all Adjusted EBITDA results and award levels

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			 
		

		



		 


		

			13

		





 



		

			

		


		

			 

		


		

			 

		




	
					
						

					
						      

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						[      ] Performance Share Unit Matrix – Adjusted ROIC

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Average Adjusted ROIC 1

					
					
						 

					
					
						Average Adjusted ROIC 2

					
					
						 

					
					
						Average Adjusted ROIC 3

				
	
					
						Performance Level

					
					
						Adjusted 

					
						ROIC
Result     

					
					
						Adjusted

					
						ROIC
 Result vs. Target

					
					
						Adjusted ROIC
Based Shares

					
					
						 

					
					
						Performance Level

					
					
						Adjusted ROIC

					
						Result     

					
					
						Adjusted ROIC
 Result vs. Target

					
					
						Adjusted ROIC
Based Shares

					
					
						 

					
					
						Performance Level

					
					
						Adjusted ROIC

					
						Result     

					
					
						Adjusted ROIC
 Result vs. Target

					
					
						Adjusted ROIC
Based Shares

				
	
					
						Threshold

					
					
						[      ]

					
					
						[      ]

					
					
						[      ]

					
					
						 

					
					
						Threshold

					
					
						[      ]

					
					
						[      ]

					
					
						[      ]

					
					
						 

					
					
						Threshold

					
					
						[      ]

					
					
						[      ]

					
					
						[      ]

				
	
					
						Target

					
					
						[      ]

					
					
						[      ]

					
					
						[      ]

					
					
						 

					
					
						Target

					
					
						[      ]

					
					
						[      ]

					
					
						[      ]

					
					
						 

					
					
						Target

					
					
						[      ]

					
					
						[      ]

					
					
						[      ]

				
	
					
						Maximum

					
					
						[      ]

					
					
						[      ]

					
					
						[      ]

					
					
						 

					
					
						Maximum

					
					
						[      ]

					
					
						[      ]

					
					
						[      ]

					
					
						 

					
					
						Maximum

					
					
						[      ]

					
					
						[      ]

					
					
						[      ]

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		


		 


		

			14