DG 8-K
Dollar General Corp (DG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On March 20, 2026, the Board of Directors (the “Board”) of Dollar General Corporation (the “Company”) approved the hiring of Jerry W. “JJ” Fleeman, Jr. to succeed Todd J. Vasos as the Company’s Chief Executive Officer (“CEO”) expected to be effective as of January 1, 2027 (the “Transition Date”). The Board intends to appoint Mr. Fleeman as a member of the Board, increasing the size of the Board as necessary, effective as of the Transition Date. Mr. Vasos is expected to continue to serve as CEO until the Transition Date and, to ensure an orderly transition of Mr. Vasos’s duties and responsibilities, to serve as Senior Advisor, reporting directly to the Chairman of the Board, from the Transition Date through April 2, 2027. Mr. Vasos is expected to remain a member of the Board.
Mr. Fleeman, age 52, has more than 35 years of experience in grocery retail, having held a diverse array of roles in strategy, business development, retail operations, marketing, and merchandising. He has been responsible for digital and commercial strategy and led the creation of a proprietary e-commerce platform, along with digital and loyalty strategies focused on growing customer relationships. Since April 2023, Mr. Fleeman has served as Chief Executive Officer of Ahold Delhaize USA, Inc. and a member of the Ahold Delhaize Management Board and from May 2018 to April 2023 was President and Chief Commercial/Digital Officer of Peapod Digital Labs.
There are no arrangements or understandings between Mr. Fleeman and any other persons pursuant to which Mr. Fleeman was selected to become CEO, nor are there any family relationships between Mr. Fleeman and any of the Company’s directors or other executive officers. Neither Mr. Fleeman nor any related person to Mr. Fleeman has a direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
Employment Agreement with Mr. Fleeman
On March 20, 2026, the Compensation and Human Capital Management Committee (the “CHCM Committee”) of the Board approved, and the Board ratified, an employment agreement (the “Employment Agreement”) with Mr. Fleeman and his initial CEO compensation terms. On March 23, 2026, the Company and Mr. Fleeman entered into the Employment Agreement, the terms of which do not become effective until the Transition Date, other than with respect to confidentiality covenants and return of Company materials. The term of the Employment Agreement is three years from the Transition Date, subject to automatic extensions.
Mr. Fleeman’s initial CEO compensation terms include: a base salary of $1.25 million; a fiscal year 2026 target annual bonus opportunity of 150% of his base salary (prorated for eligible service in fiscal year 2026) subject to the terms and conditions of the Company’s annual short-term cash incentive plan (“Teamshare”); and health and welfare benefits consistent with other senior executives of the Company. He also will receive a $500,000 cash signing bonus, payable (less applicable withholdings) within 30 days following the Transition Date and subject to repayment in full upon any resignation by Mr. Fleeman other than for good reason (as defined in the Employment Agreement) within two years following the Transition Date, and relocation benefits in accordance with the Company’s executive relocation policy. Further, following the Transition Date, Mr. Fleeman will receive (1) an inducement equity award (the “Inducement Equity Award”) with a nominal value of approximately $4 million delivered in restricted stock units (“RSUs”) and scheduled to vest ratably over three years from the grant date and (2) a new hire equity award with a nominal annual value of $7.5 million, which will be prorated for the portion of fiscal year 2026 that remains following the Transition Date, and delivered 50% in RSUs scheduled to vest ratably over three years from the grant date and 50% in performance stock units (“PSUs”) that may be earned upon achievement of average adjusted ROIC results for the fiscal year 2026 through 2028 performance period and, to the extent earned, will be scheduled to vest on April 1, 2029. The equity awards will be granted under the Dollar General Corporation 2021 Stock Incentive Plan (the “Plan”) and subject to further terms and conditions, including accelerated vesting conditions, as determined by the CHCM Committee at the time of grant.
Further, pursuant to the Employment Agreement, upon a termination of Mr. Fleeman’s employment by the Company without cause or resignation for good reason, subject to execution and non-revocation of a general release of claims and compliance with restrictive covenants, Mr. Fleeman would be entitled to: continuation of his annual base salary for 24 months following termination; a lump sum payment in an amount equal to two times his annual target Teamshare bonus for the year of termination; prorated annual Teamshare bonus for the year in which the termination occurs paid based on actual performance and at the time bonus payments are generally made to other participants in the applicable bonus program; a lump sum payment in an amount equal to two times the annual contribution that would have been made by the Company in respect of the year of termination for his participation in its health benefits programs; reasonable outplacement services; and vesting of the Inducement Equity Award to the extent not yet vested. Pursuant to the Employment Agreement, Mr. Fleeman will be subject to customary restrictive covenants.
Transition Agreement with Mr. Vasos
On March 20, 2026, the CHCM Committee approved, and the Board ratified, a transition agreement (the “Transition Agreement”) with Mr. Vasos. On March 23, 2026, the Company and Mr. Vasos entered into the Transition Agreement, which supersedes Mr. Vasos’s employment agreement with the Company, effective October 12, 2023 (the “Vasos Employment Agreement”), and modifies certain vesting and exercisability conditions of the stock option award granted to Mr. Vasos on October 17, 2023 (the “2023 Option”). The Transition Agreement provides that Mr. Vasos’s employment with the Company will end on April 2, 2027 (the “Separation Date”). The Transition Agreement is effective immediately but will become null and void if a new CEO does not begin employment with the Company by January 2, 2027 (and in such event the Vasos Employment Agreement and 2023 Option will again be in effect on their prior terms), unless Mr. Vasos and the Company mutually agree on a replacement agreement or an extension of the Transition Agreement. Mr. Vasos will remain subject to the restrictive covenants under the Vasos Employment Agreement.
Pursuant to the Transition Agreement, while continuing to serve as CEO, Mr. Vasos’s annual base salary will remain $1.65 million, and he will remain eligible for an annual cash Teamshare bonus payment based on performance criteria and other terms established by the CHCM Committee for fiscal year 2026 with a target opportunity of 200% of his base salary, health and welfare benefits, and a personal travel reimbursement benefit consistent with the arrangement that had been set forth in the Vasos Employment Agreement. Further, Mr. Vasos will receive a 2026 annual equity award with a nominal value of approximately $12 million delivered 50% in RSUs scheduled to vest ratably on each of the first three anniversaries of April 1, 2026, and 50% in PSUs, half of which may be earned subject to the achievement of a 2026 fiscal year adjusted EBITDA target and, to the extent earned, will be scheduled to vest ratably on each of the first three anniversaries of April 1, 2026, and half of which may be earned upon achievement of average adjusted ROIC results for the fiscal year 2026 through 2028 performance period and, to the extent earned, will be scheduled to vest on April 1, 2029. The equity awards will be granted under the Plan and subject to further terms and conditions, including accelerated vesting conditions, as determined by the CHCM Committee at the time of grant.
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Pursuant to the Transition Agreement, while serving as Senior Advisor, Mr. Vasos will receive the same base salary and health and welfare benefits he received while serving as the CEO, will remain eligible for a fiscal year 2026 Teamshare bonus payment at the same bonus opportunity percentage to the extent earned, and will be entitled to his current travel reimbursement arrangement through the end of calendar year 2026. In the event Mr. Vasos’s employment with the Company terminates either on the Separation Date (other than by the Company with cause) or an earlier date due to the termination of his employment by the Company without cause, subject to execution and non-revocation of a general release of claims and compliance with restrictive covenants, Mr. Vasos will be entitled to any earned but unpaid 2026 Teamshare bonus payment (to be paid at the time Teamshare bonuses are paid to other senior executives). Further, consistent with the Vasos Employment Agreement, if his employment is terminated by the Company without cause before the Transition Date, he also will be entitled to receive: continuation of his annual base salary for 24 months following termination; a lump sum payment in an amount equal to two times his annual target Teamshare bonus for 2026; and a lump sum payment in an amount equal to two times the annual contribution that would have been made by the Company in respect of 2026 for his participation in its health benefits programs.
In addition, the Transition Agreement provides that the 2023 Option will vest on the earliest of: (a) October 12, 2027; (b) if the Company terminates Mr. Vasos’s employment other than for cause prior to October 12, 2027, or if Mr. Vasos’s employment terminates on the Separation Date other than for cause, the first anniversary of the earlier of the Transition Date or the date of Mr. Vasos’s termination without cause; (c) if Mr. Vasos’s employment terminates due to death or a disability termination, the date of his death or disability termination; and (d) if Mr. Vasos’s employment terminates due to a qualifying termination in connection with a change in control, the date of the qualifying termination.
The Employment Agreement, which is attached as Exhibit 10.1, and the Transition Agreement, which is attached as Exhibit 10.2, are incorporated by reference as if fully set forth herein. The foregoing descriptions of the Employment Agreement and Transition Agreement are summaries only, do not purport to be complete, and are qualified in their entirety by reference to Exhibit 10.1 and Exhibit 10.2, respectively.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements regarding Mr. Vasos’s continued services to the Company and Mr. Fleeman’s anticipated future start date. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “appears,” “should,” “expects,” “plans,” “anticipates,” “could,” “outlook,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern the Company’s expectations. Such statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that may cause actual results to differ materially from the results expressed or implied in this Current Report on Form 8-K, including the risks listed or described from time to time in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2026, and any subsequent Quarterly Reports on Form 10-Q. Investors are cautioned not to place undue reliance on these statements because they speak only as of the date they are made. Except as required by law, the Company assumes no obligation to update any of the statements made in this Current Report on Form 8-K.
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| ITEM 7.01 | REGULATION FD DISCLOSURE. |
On March 24, 2026, the Company issued a press release regarding certain of the matters described in Item 5.02. A copy of the press release is attached as Exhibit 99 and incorporated by reference herein.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (a) | Financial statements of businesses acquired. N/A |
| (b) | Pro forma financial information. N/A |
| (c) | Shell company transactions. N/A |
| (d) | Exhibits. See Exhibit Index to this report. |
EXHIBIT INDEX
| Exhibit No. | Description |
| 10.1 | Employment Agreement, dated March 23, 2026, by and between Dollar General Corporation and Jerry (“JJ”) W. Fleeman |
| 10.2 | Transition Agreement, dated March 23, 2026, by and between Dollar General Corporation and Todd J. Vasos |
| 99 | News release issued March 24, 2026 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 24, 2026 | DOLLAR GENERAL CORPORATION | |
| By: | /s/ Rhonda M. Taylor | |
| Rhonda M. Taylor | ||
| Executive Vice President and General Counsel | ||
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Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated March 23, 2026, is made and entered into by and between DOLLAR GENERAL CORPORATION (the “Company”) and JERRY (“JJ”) W. FLEEMAN (“Employee”). This Agreement shall be effective as of the Start Date (as defined below), and if the Start Date does not occur on the date set forth below, this Agreement shall be void ab initio, and neither party hereto shall have any obligation to the other party hereunder except that Sections 17 and 22 shall be effective as of the date hereof and survive indefinitely, and Employee shall have from the date hereof all of the obligations set forth therein.
W I T N E S S E T H:
WHEREAS, the Company desires to employ Employee upon the terms and subject to the conditions hereinafter set forth, and Employee desires to accept such employment.
NOW, THEREFORE, for and in consideration of the premises, the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Employment. Subject to the terms and conditions of this Agreement, the Company agrees to employ Employee as Chief Executive Officer of the Company.
2. Term. The term of this Agreement shall begin on January 1, 2027 (the “Start Date”), and shall continue through the day immediately prior to the third anniversary of the Start Date (“Term”), unless otherwise terminated pursuant to Sections 8, 9, 10, 11 or 12 hereof. The Term shall be automatically extended immediately prior to its scheduled expiration, and on each successive anniversary thereof, for an additional one (1) year period, unless the Company gives written notice to Employee at least ninety (90) days prior to the expiration of the original or any extended Term that no extension or further extension, as applicable, will occur or unless the Company replaces this Agreement with a new agreement or, in writing, extends or renews the Term for a period that is longer than one (1) year from the expiration of the original Term or the extended Term, as applicable. Unless otherwise noted, all references to the “Term” shall be deemed to refer to the original Term and any extension or renewal thereof.
3. Position, Duties and Administrative Support.
a. Position. As Chief Executive Officer, Employee shall be the most senior executive of the Company and all other senior executives of the Company, including any President, shall report directly or indirectly to Employee. Notwithstanding the foregoing, to ensure a smooth transition of the CEO role, the Company may employ Employee’s immediate CEO predecessor to serve in an advisory capacity and who shall report directly to the Chairman of the Board of Directors of the Company (the “Board”). Employee shall report to the Board and perform such duties and responsibilities as may be prescribed from time to time by the Board, which shall be consistent with the duties and responsibilities of chief executive officers of comparable companies in similar lines of business. During the Term, the Board or a duly authorized committee of the Board shall nominate Employee to serve as a member of the Board each year that Employee is slated for re-election to the Board, and Employee agrees to serve in such capacity if so elected by the shareholders.
b. Full-Time Efforts. Employee shall perform and discharge faithfully and diligently such duties and responsibilities and shall devote Employee’s full-time efforts to the business and affairs of the Company. Employee agrees to promote the best interests of the Company and to take
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no action that is likely to damage the public image or reputation of the Company, its subsidiaries or its affiliates.
c. Administrative Support. Employee shall be provided with office space and administrative support commensurate with Employee’s position as Chief Executive Officer of the Company.
d. No Interference With Duties. Employee shall not devote time to other activities which would inhibit or otherwise interfere with the proper performance of Employee’s duties and shall not be directly or indirectly concerned or interested in any other business occupation, activity or interest without the express approval of the Chairman of the Board other than by reason of holding a non-controlling interest as a shareholder, securities holder or debenture holder in a corporation quoted on a nationally recognized exchange (subject to any limitations in the Company’s Code of Business Conduct and Ethics). Employee may not serve as a member of a board of directors of a for-profit company, other than the Company or any of its subsidiaries or affiliates, without the express approval of the Board or a duly authorized committee of the Board and further will comply with any limits on the number of boards on which Employee may serve as set forth from time to time in any policy adopted by the Board or a duly authorized committee of the Board.
e. Resignation of All Positions. Upon termination of Employee’s employment hereunder, regardless of the reason for the termination or whether the employment relationship is terminated by Employee or by the Company, Employee shall be deemed to have resigned from all positions that Employee holds as an officer or, to the extent applicable, as a member of the board of directors (or a committee thereof) or any similar governing body of the Company or any of its subsidiaries or affiliates, effective as of the date of Employee’s termination of employment, unless the Board waives this provision in whole or in part prior to the effective date of such termination of employment.
4. Work Standard. Employee agrees to comply with all terms and conditions set forth in this Agreement, as well as all applicable Company work policies, procedures and rules. Employee also agrees to comply with all federal, state and local statutes, regulations and public ordinances governing Employee’s performance hereunder.
5. Compensation.
a. Base Salary. Subject to the terms and conditions set forth in this Agreement, during the Term the Company shall pay to Employee, and Employee shall accept, an annual base salary (“Base Salary”) of no less than One Million Two Hundred Fifty Thousand Dollars ($1,250,000). The Base Salary shall be paid in accordance with the Company’s normal payroll practices (but no less frequently than monthly), will be reviewed annually by, and may be increased from time to time at the sole discretion of, the Board or a duly authorized committee of the Board.
b. Annual Incentive Bonus. Employee’s incentive compensation during the Term of this Agreement shall be determined under the Company’s annual bonus program, as it may be amended from time to time, applicable to senior executive officers of the Company. The actual bonus paid by the Company pursuant to this Section 5(b), if any, shall be based on criteria established by the Board or a duly authorized committee of the Board in accordance with the terms and conditions of the annual bonus program for senior executive officers. Any bonus payments due hereunder shall be payable to Employee no later than two and one half (2 ½) months after the end of the Company’s taxable year or the calendar year, whichever is later, in which Employee is first
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vested in such bonus payments for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).
c. Vacation. Employee shall be entitled to five (5) weeks paid vacation time each year of the Term. Vacation time is granted on the anniversary of the Start Date. Any available but unused vacation as of the annual anniversary of the Start Date or at Employee’s termination date shall be forfeited, unless otherwise required by law.
d. Business Expenses. Employee shall be reimbursed for all reasonable business expenses incurred in carrying out the work hereunder. Employee shall adhere to the Company’s expense reimbursement policies and procedures. In no event will any such reimbursement be made later than the last day of Employee’s taxable year following Employee’s taxable year in which Employee incurs the reimbursable expense.
e. Perquisites. During the Term, Employee shall be entitled to receive such other executive perquisites, fringe and other benefits as are provided generally to senior executive officers of the Company under any of the Company’s plans and/or programs in effect from time to time. Any tax liability to Employee resulting from any of the payments, reimbursements or other provision of perquisites provided pursuant to this Section 5(e) shall be solely Employee’s responsibility.
f. Signing Bonus. The Company shall pay Employee a $500,000 one-time special cash signing bonus in a lump sum within 30 days following the Start Date; provided, however, that such amount shall be repaid in full by Employee to the Company within 30 days following any resignation of employment by Employee other than for Good Reason that occurs on or prior to the second anniversary of the Start Date.
g. Equity Awards. Subject to approval of the Board (or a duly authorized committee thereof) and the occurrence of the Start Date, Employee shall be granted, on the date of the first regularly scheduled meeting of the Compensation and Human Capital Management (“CHCM”) Committee following the Start Date (the “Grant Date”), awards under the Company’s 2021 Stock Incentive Plan, as it may be amended from time to time (the “Plan”) that are materially consistent with the following terms: (i) an inducement grant (the “Inducement Grant”) with a $4,000,000 nominal value delivered as restricted stock units, vesting in three substantially equal installments on each of the first three anniversaries of the Grant Date, and (ii) a new hire grant with a $7,500,000 nominal annual value prorated for the portion of fiscal year 2026 remaining following the Start Date and delivered (A) 50% in restricted stock units, vesting in three substantially equal installments on each of the first three anniversaries of the Grant Date of such award, and (B) 50% in performance stock units that may be earned upon achievement of performance conditions set by the Board (or a duly authorized committee thereof) and, to the extent earned, vesting on April 1, 2029. All vesting is subject to Employee’s continued employment through the applicable vesting dates of the awards, except (1) the Inducement Grant shall be subject to accelerated vesting upon a termination of Employee’s employment by the Company without Cause or upon a termination of Employee’s employment for Good Reason, subject to Employee’s execution and non-revocation of a release in the form attached hereto and Employee’s compliance with Sections 14 through 22; and (2) as otherwise provided in the award agreements pursuant to which the awards are granted (the “Award Agreements”). The awards shall be subject to the terms and conditions of the Plan and the Award Agreements. The number of stock units granted with respect to each award will be derived in the discretion of Board (or a duly authorized committee thereof) from the nominal values. Nominal values may not be equal to the fair values of the awards on the Grant Date.
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6. Cooperation. Employee agrees to cooperate with the Company and any of its subsidiaries or affiliates in the investigation, review, audit, or assessment, whether internal or external, of any matters involving the Company or any of its subsidiaries or affiliates, as well as the defense or prosecution of any claims or other causes of action made against or on behalf of the Company or any of its subsidiaries or affiliates, including any claims or actions against the officers, directors and employees of the Company or any of its subsidiaries or affiliates. Employee’s cooperation in connection with such matters includes, without limitation, being available (upon reasonable notice and without unreasonably interfering with Employee’s other professional obligations) to meet with the Company and any of its applicable subsidiaries or affiliates, as well as the legal or other designated advisors of the Company and any of its applicable subsidiaries and affiliates, regarding any matters in which Employee has been involved; to prepare for any proceeding (including, without limitation, depositions, consultation, discovery or trial); to provide truthful affidavits; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any legal proceeding affecting the Company or any of its subsidiaries and affiliates. Employee further agrees that if Employee is contacted by any person or entity regarding matters Employee knows or reasonably should know to be adverse to the Company or any of its subsidiaries and affiliates, Employee shall promptly (within forty-eight (48) hours) notify the Company in writing in accordance with Section 24(g). The Company agrees to reimburse Employee for any reasonable documented expenses incurred in providing such cooperation.
7. Benefits. During the Term, Employee (and, where applicable, Employee’s eligible dependents) shall be eligible to participate in those various Company welfare benefit plans, practices and policies in place during the Term (including, without limitation, medical, pharmacy, dental, vision, disability, employee life, accidental death and travel accident insurance plans, and other programs, if any) to the extent allowed under and in accordance with the terms of those plans. In addition, Employee shall be eligible to participate, pursuant to their terms, in any other benefit plans offered by the Company to other senior executive officers of the Company or other employees from time to time during the Term (excluding plans applicable solely to certain officers of the Company in accordance with the express terms of such plans). Collectively the plans and arrangements described in this Section 7, as they may be amended or modified in accordance with their terms, are hereinafter referred to as the “Benefits Plans.” Notwithstanding the above, Employee understands and acknowledges that Employee is not eligible for benefits under any other severance plan, program, or policy maintained by the Company, if any exists, and that the only severance benefits Employee is entitled to are set forth in this Agreement.
8. At-Will Employment; Termination for Cause. This Agreement is not intended to change the at-will nature of Employee’s employment with the Company, and it may be terminated at any time by either party, with or without cause. If this Agreement and Employee’s employment are terminated by the Company for “Cause” (Termination for Cause) as that term is defined below, it will be without any liability owing to Employee or Employee’s dependents and beneficiaries under this Agreement (recognizing, however, that benefits covered by or owed under any other plan or agreement covering Employee shall be governed by the terms of such plan or agreement). Any one of the following conditions or Employee conduct shall constitute “Cause”:
a. Any act by Employee involving fraud or dishonesty, or any material act of misconduct relating to Employee’s performance of Employee’s duties;
b. Any material breach by Employee of any securities or other law or regulation or any Company policy governing trading or dealing with stocks, securities, public debt instruments, bonds, investments or the like or with inappropriate disclosure or “tipping” relating to any stock, security, public debt instrument, bond, investment or the like;
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c. Any material violation by Employee of the Company’s Code of Business Conduct and Ethics (or the equivalent code in place at the time);
d. Other than as required by law, the carrying out by Employee of any activity, or Employee making any public statement, which prejudices or reduces the good name and standing of the Company or any of its subsidiaries or affiliates or would bring any one of these into public contempt or ridicule;
e. Attendance by Employee at work in a state of intoxication or Employee otherwise being found in possession at Employee’s place of work or on any property of the Company or any of its subsidiaries and affiliates of any prohibited drug or substance, possession of which would amount to a criminal offense, or any other violation of the Company’s drug and alcohol policy;
f. Any assault or other act of violence by Employee;
g. Conviction of or plea of guilty or nolo contendre to (A) any felony whatsoever or (B) any misdemeanor that would preclude employment by the Company under the Company’s hiring policy; or
h. Willful or repeated refusal or failure substantially to perform Employee’s material obligations and duties hereunder or those reasonably directed by the Board (except in connection with a Disability).
A termination for Cause shall be effective when the Company has given Employee written notice of its intention to terminate for Cause, describing those acts or omissions that are believed to constitute Cause, and has given Employee ten (10) days to respond.
9. Termination upon Death. Notwithstanding anything herein to the contrary, this Agreement shall terminate immediately upon Employee’s death, and the Company shall have no further liability to Employee or Employee’s dependents and beneficiaries under this Agreement, except for those benefits owed under any other plan or agreement covering Employee which shall be governed by the terms of such plan or agreement.
10. Disability. If a Disability (as defined below) of Employee occurs during the Term, unless otherwise prohibited by law, the Company may notify Employee of the Company’s intention to terminate Employee’s employment. In that event, employment shall terminate effective on the termination date provided in such notice of termination (the “Disability Effective Date”), and this Agreement shall terminate without further liability to Employee and Employee’s dependents and beneficiaries, except for those benefits owed under any other plan or agreement covering Employee which shall be governed by the terms of such plan or agreement. In this Agreement, “Disability” means:
a. A long-term disability, as defined in the Company’s applicable long-term disability plan as then in effect, if any; or
b. Employee’s inability to perform the duties under this Agreement in accordance with the Company’s expectations because of a medically determinable physical or mental impairment that (i) can reasonably be expected to result in death or (ii) has lasted or can reasonably be expected to last longer than ninety (90) consecutive days. Under this Section 10(b), unless otherwise required by law, the existence of a Disability shall be determined by the Company, only upon receipt of a written medical opinion from a qualified physician selected by or acceptable to the Company. In this circumstance, to the extent permitted by law, Employee shall, if reasonably
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requested by the Company, submit to a physical examination by that qualified physician. Nothing in this Section 10(b) is intended to nor shall it be deemed to broaden or modify the definition of “disability” in the Company’s long-term disability plan.
11. Employee’s Termination of Employment.
a. Notwithstanding anything herein to the contrary, Employee may terminate employment and this Agreement at any time, for no reason, with ninety (90) days written notice to the Company. In such event, Employee shall not be entitled to those payments and benefits listed in Section 12 below unless Employee terminates employment for Good Reason, as defined in Section 11(c) below, or unless Section 12(a)(iii) applies.
b. Upon any termination of employment, Employee shall be entitled to any earned but unpaid Base Salary through the date of termination and such other vested benefits under any other plan or agreement covering Employee which shall be governed by the terms of such plan or agreement. Notwithstanding anything to the contrary herein, such unpaid Base Salary shall be paid to Employee as soon as practicable after the effective date of termination in accordance with the Company’s usual payroll practices (not less frequently than monthly); provided, however, that if payment at such time would result in a prohibited acceleration under Section 409A of the Internal Revenue Code, then such amount shall be paid at the time the amount would otherwise have been paid absent such prohibited acceleration.
c. Good Reason shall mean any of the following actions taken by the Company:
(i) Without Employee’s written consent, a reduction by the Company in Employee’s Base Salary or target bonus level (i.e., percentage of Base Salary for which a bonus may be earned under the Company’s annual bonus program);
(ii) The Company shall fail to continue offering or providing Employee any significant Company-sponsored compensation plan or benefit (without replacing it with a similar plan or with a compensation equivalent), unless (A) such failure is in connection with across-the-board plan changes or terminations similarly affecting at least ninety-five percent (95%) of all officers of the Company; or (B) such failure occurs after having received notice of Employee’s voluntary resignation or retirement;
(iii) (A) The Company’s principal executive offices shall be moved to a location outside the middle-Tennessee area and as a result the Company requires Employee (absent mutual agreement) to be physically present and work at such new location on a non-temporary regular and continuous basis, or (B) Employee is required (absent mutual agreement) to be based anywhere other than the Company’s principal executive offices;
(iv) Without Employee’s written consent, the assignment to Employee by the Company of duties inconsistent with, or the significant reduction of the title, powers and functions associated with, Employee’s position, title or office as described in Section 3 above, unless such action is the result of Employee’s failure to meet pre-established and objective performance criteria;
(v) Any material breach by the Company of this Agreement; or
(vi) The failure of any successor (whether direct or indirect, by purchase, merger, assignment, consolidation or otherwise) to all or substantially all of the business
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and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
Notwithstanding the foregoing, no termination of employment by Employee shall be for Good Reason unless Employee shall have delivered to the Company notice of the event or circumstance alleged to constitute Good Reason within thirty (30) days of Employee’s knowledge of such event or circumstance and the Company shall have failed to cure such event or circumstance within thirty (30) days following its receipt of such notice. In addition, such termination of employment must have become effective no later than ninety (90) days following the date on which Employee shall have delivered notice to the Company of the event or circumstance alleged to constitute Good Reason. Notwithstanding any other provision of this Section 11(c), Good Reason shall not include Employee’s death, Disability or Termination for Cause or Employee’s termination for any reason other than Good Reason as defined above.
12. Termination by the Company without Cause or by Employee for Good Reason.
a. The continuation of Base Salary and other payments and benefits described in Section 12(b) shall be triggered only upon one or more of the following circumstances:
(i) The Company terminates Employee (as it may do at any time) without Cause; it being understood that termination by death or Disability does not constitute termination without Cause under this Section 12;
(ii) Employee terminates for Good Reason;
(iii) The Company fails to offer to renew, extend or replace this Agreement before, at, or within one (1) year after, the end of its original Term (or any term provided for in a written renewal or extension of the original Term), and Employee resigns from employment with the Company within ninety (90) days after such failure, unless such failure is accompanied by a mutually agreeable severance arrangement between the Company and Employee or is the result of Employee’s retirement or other termination from the Company other than for Good Reason notwithstanding the Company’s offer to renew, extend or replace this Agreement.
b. In the event of one of the triggers referenced in Sections 12(a)(i) through (iii) above, then, on the sixtieth (60th) day after Employee’s termination of employment, but subject to the six (6)-month delay (called the “409A Deferral Period”) provided in Section 24(o)(iii) below, if applicable, and contingent upon the execution and effectiveness of the Release attached hereto and made a part hereof, Employee shall be entitled to the following:
(i) Continuation of Employee’s Base Salary as of the date immediately preceding the termination (or, if the termination of employment is for Good Reason due to the reduction of Employee’s Base Salary, then such rate of Base Salary as in effect immediately prior to such reduction) for twenty-four (24) months, payable in accordance with the Company’s normal payroll cycle and procedures (but not less frequently than monthly) with a lump sum payment on the sixtieth (60th) day (or at the end of six (6) months if the 409A Deferral Period applies) after Employee’s termination of employment of the amounts Employee would otherwise have received during the sixty (60) days (or six (6) months if the 409A Deferral Period applies) after Employee’s termination had the payments begun immediately after Employee’s termination of employment.
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(ii) A lump sum payment in an amount equal to two times Employee’s annual target bonus under the annual bonus programs for senior executive officers in respect of the Company’s fiscal year in which the termination date occurs.
(iii) a lump sum payment, in cash, payable at such time as annual bonuses are paid to other senior executives of the Company, and subject to achievement of applicable performance criteria, of an amount equal to a pro-rata portion of the annual bonus, if any, that Employee would have been entitled to receive pursuant to Section 5(b) hereof for the fiscal year of termination, if such termination had not occurred, determined by multiplying such annual bonus amount by a fraction, the numerator of which is the number of days during which Employee was employed by the Company in the fiscal year of Employee’s termination, and the denominator of which is 365 (“Pro-Rata Bonus”).
(iv) A lump sum payment in an amount equal to two (2) times the annual contribution that would have been made by the Company in respect of the plan year in which such termination of employment occurs for Employee’s participation in the Company’s medical, pharmacy, dental and vision benefits programs.
(v) Reasonable outplacement services, as determined and provided by the Company, for one year or until other employment is secured, whichever comes first.
All payments and benefits otherwise provided to Employee pursuant to this Section 12 shall be forfeited if a copy of the Release attached hereto executed by Employee is not provided to the Company within twenty-one (21) days after Employee’s termination date (unless otherwise required by law) or if the Release is revoked; and no payment or benefit hereunder shall be provided to Employee prior to the Company’s receipt of the Release and the expiration of the period of revocation provided in the Release. In no event shall Employee have a right to any duplicate severance or other benefits.
c. In the event that there is a material breach by Employee of any continuing obligations under this Agreement or the Release after termination of employment, any unpaid amounts under this Section 12 shall be forfeited and the Company shall retain any other rights available to it under law or equity. Any payments or reimbursements under this Section 12 shall not be deemed the continuation of Employee’s employment for any purpose. Except as specifically enumerated in the Release, the Company’s obligations under this Section 12 will not negate or reduce (i) any amounts otherwise due but not yet paid to Employee by the Company, or (ii) any other amounts payable to Employee outside this Agreement, or (iii) those benefits owed under any other plan or agreement covering Employee which shall be governed by the terms of such plan or agreement. The Company may, at any time and in its sole discretion, make a lump-sum payment of any or all amounts, or any or all remaining amounts, due to Employee under this Section 12 if, or to the extent, the payment is not subject to Section 409A of the Internal Revenue Code.
d. To the extent permitted by applicable law, in the event that the Company reasonably believes that Employee engaged in conduct during Employee’s employment that would have resulted in Employee’s termination for Cause as defined under Section 8, any unpaid amounts under Section 12 of this Agreement may be forfeited and the Company may seek to recover such portion of any amounts paid under Section 12.
13. Effect of 280G. Any payments and benefits due under Section 12 that constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (“Code
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Section 280G”), plus all other “parachute payments” as defined under Code Section 280G that might otherwise be due to Employee (collectively, with payments and benefits due under Section 12, “Total Payments”), shall be limited to the Capped Amount. The “Capped Amount” shall be the amount otherwise payable, reduced in such amount and to such extent so that no amount of the Total Payments, would constitute an “excess parachute payment” under Code Section 280G. Notwithstanding the preceding sentence but contingent upon Employee’s timely execution and the effectiveness of the Release attached hereto and made a part hereof as provided in Section 12 hereof, Employee’s Total Payments shall not be limited to the Capped Amount if it is determined that Employee would receive at least fifty thousand dollars ($50,000) in greater after-tax proceeds if no such reduction is made. The calculation of the Capped Amount and all other determinations relating to the applicability of Code Section 280G (and the rules and regulations promulgated thereunder) to the Total Payments shall be made by the tax department of an independent public accounting firm, or, at the Company’s discretion, by a compensation consulting firm, and such determinations shall be binding upon Employee and the Company. Unless Employee and the Company shall otherwise agree (provided such agreement does not cause any payment or benefit hereunder which is deferred compensation covered by Section 409A of the Internal Revenue Code to be in non-compliance with Section 409A of the Internal Revenue Code), in the event the Total Payments are to be reduced, the Company shall reduce or eliminate the payments or benefits to Employee by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the date of the “change in ownership or control” (within the meaning of Code Section 280G). Any reduction pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Employee’s rights and entitlements to any benefits or compensation.
14. Publicity; No Disparaging Statement. Except as otherwise provided in Sections 15 and 23 hereof, Employee and the Company covenant and agree that they shall not engage in any communications to persons outside the Company which shall disparage one another or any of the Company’s subsidiaries or affiliates or interfere with the existing or prospective business relationships of either party hereto or the Company’s subsidiaries or affiliates. Nothing in any Section of this Agreement shall preclude or impede Employee from discussing or disclosing any act of sexual harassment in the workplace.
15. Confidentiality and Legal Process. Nothing in this Agreement is intended to prohibit Employee or the Company from performing any duty or obligation that shall arise as a matter of law. Specifically, Employee and the Company shall continue to be under a duty to truthfully respond to any legal and valid subpoena or other legal process. This Agreement is not intended in any way to proscribe Employee’s or the Company’s right and ability to provide information to any federal, state or local agency in response or adherence to the lawful exercise of such agency’s authority or Employee’s rights or abilities to provide information under Section 23, Whistleblower and Other Protections. To the extent Employee accepts any payments under this Agreement and signs and does not revoke the Release, Employee expressly waives and releases any right to recover any future monetary recovery directly from the Company, including Company payments that result from any complaints or charges that Employee files with any federal, state or local government agency or that are filed on Employee’s behalf as they relate to any matters released by Employee; provided, however, that nothing in this provision limits Employee’s right to receive an award as a whistleblower for information provided to any government agencies or entities.
16. Business Protection Provision Definitions.
a. Preamble. As a material inducement to the Company to enter into this Agreement, and in recognition of the valuable employment opportunity, experience, knowledge and proprietary
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information Employee has gained or will gain while employed, Employee agrees to abide by and adhere to the business protection provisions in Sections 16 through 22 herein.
b. Definitions. For purposes of Sections 16, 17, 18, 19, 20 and 21 herein:
(i) “Competitive Position” shall mean any employment, consulting, advisory, directorship, agency, promotional or independent contractor arrangement between Employee and (x) any person or Entity engaged wholly or in material part in the business in which the Company is engaged (i.e., the discount consumable basics or general merchandise retail business), including but not limited to such other similar businesses as Albertsons Companies, ALDI, Big Lots, Casey’s General Stores, Circle K, Costco, CVS, Dollar Tree Stores, Family Dollar Stores, Kroger, The Pantry, Pilot Flying J, , Sam’s Club, 7-Eleven, Target, Walgreen’s and Wal-Mart, or (y) any person or Entity then attempting or planning to enter the discount consumable basics retail business, in either case whereby Employee is required to perform services on behalf of or for the benefit of such person or Entity which are substantially similar to the services Employee provided or directed at any time while employed by the Company or any of its subsidiaries or affiliates.
(ii) “Confidential Information” shall mean the proprietary or confidential data, information, documents or materials (whether oral, written, electronic or otherwise) belonging to or pertaining to the Company or any of its subsidiaries or affiliates, other than “Trade Secrets” (as defined below), which is of tangible or intangible value to the Company or any of its subsidiaries or affiliates and the details of which are not generally known to the competitors of the Company. Confidential Information shall also include any items marked “CONFIDENTIAL” or some similar designation or which are otherwise identified as being confidential.
(iii) “Entity” or “Entities” shall mean any business, individual, partnership, joint venture, agency, governmental agency, body or subdivision, association, firm, corporation, limited liability company or other entity of any kind.
(iv) “Restricted Period” shall mean two (2) years following Employee’s termination date.
(v) “Territory” shall include individually and as a total area those states in the United States, or those countries outside the United States, in which the Company or any of its subsidiaries or affiliates maintains stores at Employee’s termination date or those states or countries in which the Company or any of its subsidiaries or affiliates has specific and demonstrable plans, at Employee’s termination date, to open stores within six (6) months after Employee’s termination date and about which Employee was aware at the time of termination.
(vi) “Trade Secrets” shall mean information or data of or about the Company or any of its subsidiaries or affiliates, including, but not limited to, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers that: (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; and (C) any other information which is defined as a “trade secret” under applicable law.
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(vii) “Work Product” shall mean all tangible work product, property, data, documentation, “know-how,” concepts or plans, inventions, improvements, techniques and processes relating to the Company or any of its subsidiaries or affiliates that were conceived, discovered, created, written, revised or developed by Employee while employed by the Company.
17. Nondisclosure: Ownership of Proprietary Property.
a. In recognition of the Company’s need to protect its legitimate business interests, Employee hereby covenants and agrees that, from the date hereof and thereafter, Employee shall regard and treat Trade Secrets and Confidential Information as strictly confidential and wholly-owned by the Company or any of its subsidiaries and affiliates and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information.
b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company and any of its subsidiaries and affiliates, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information.
c. All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. §101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.
18. Non-Interference with Employees. Through employment and thereafter through the Restricted Period, Employee will not, either directly or indirectly, alone or in conjunction with any other person or Entity: actively recruit, solicit, attempt to solicit, induce or attempt to induce any person who is (or has been within the last six (6) months of Employee’s employment) an exempt employee of the Company or any of its subsidiaries or affiliates to leave or cease such employment for any reason whatsoever;
19. Non-Interference with Business Relationships.
a. Employee acknowledges that, in the course of employment, Employee will learn about the Company’s business, services, materials, programs and products and the manner in which
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they are developed, marketed, serviced and provided. Employee knows and acknowledges that the Company has invested considerable time and money in developing its product sales and real estate development programs and relationships, vendor and other service provider relationships and agreements, store layouts and fixtures, and marketing techniques and that those things are unique and original. Employee further acknowledges that the Company has a strong business reason to keep secret information relating to the Company’s business concepts, ideas, programs, plans and processes, so as not to aid the Company’s competitors. Accordingly, Employee acknowledges and agrees that the protection outlined in Section 19(b) below is necessary and reasonable.
b. During the Restricted Period, Employee will not, on Employee’s own behalf or on behalf of any other person or Entity, solicit, contact, call upon, or communicate with any person or Entity or any representative of any person or Entity who has a business relationship with the Company at Employee’s termination date and with whom Employee had contact while employed, if such solicitation, contact or communication would likely interfere with or cause a diminution in the Company’s business relationships or result in an unfair competitive advantage over the Company.
20. Agreement Not to Work in Competitive Position. Employee covenants and agrees not to accept, obtain or work in a Competitive Position for a company or Entity that operates anywhere within the Territory for the Restricted Period.
21. Acknowledgements Regarding Sections 16 – 22.
a. Employee and the Company expressly covenant and agree that the scope, territorial, time and other restrictions contained in Sections 16 through 22 of this Agreement constitute the most reasonable and equitable restrictions possible to protect the business interests of the Company given: (i) the business of the Company; (ii) the competitive nature of the Company’s industry; and (iii) that Employee’s skills are such that Employee could easily find alternative, commensurate employment or consulting work in Employee’s field which would not violate any of the provisions of this Agreement.
b. Employee acknowledges that the compensation and benefits described in Sections 5 and 12 are also in consideration of Employee’s covenants and agreements contained in Sections 16 through 22 hereof and that a breach by Employee of the obligations contained in Sections 16 through 22 hereof shall forfeit Employee’s right to such compensation and benefits.
c. Employee acknowledges and agrees that a breach by Employee of the obligations set forth in Sections 16 through 22 hereof will likely cause the Company irreparable injury and that, in such event, the Company shall be entitled to injunctive relief in addition to such other and further relief as may be proper.
d. The parties agree that if, at any time, a court of competent jurisdiction determines that any of the provisions of Section 16 through 22 hereof are unreasonable under Tennessee law as to time or area or both, the Company shall be entitled to enforce this Agreement for such period of time or within such area as may be determined reasonable by such court.
22. Return of Materials. Upon Employee’s termination or the request of the Company at any time, Employee shall return to the Company all written, electronic, recorded or graphic materials of any kind belonging or relating to the Company or its subsidiaries or affiliates, including any originals, copies and abstracts in Employee’s possession or control.
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23. Whistleblower and Other Protections. Nothing in this Agreement is intended to or will be used in any way to limit Employee’s rights to voluntarily communicate with, file a claim or report with, or to otherwise participate in an investigation with, any federal, state, or local government agency, as provided for, protected under or warranted by applicable law. Employee does not need prior approval before making any such communication, report, claim, disclosure or participation and is not required to notify the Company that such communication, report, claim, or participation has been made. Further, nothing in this Agreement shall prohibit Employee from collecting a reward from a governmental agency or entity in connection with any such report referred to herein. Additionally, federal law provides certain protections to individuals who disclose a Trade Secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, Employee may not be held criminally or civilly liable under any state or federal trade secret law for the disclosure of a Trade Secret that: (i) is made (A) in confidence to a state, federal, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding; or (iii) in a lawsuit alleging retaliation by the Company against Employee for reporting a suspected violation of law, Employee discloses to Employee’s attorney and uses in the court proceeding, as long as any document containing the Trade Secret is filed under seal and Employee does not disclose the Trade Secret except pursuant to a court order.
24. General Provisions.
a. Amendment. This Agreement may be amended or modified only by a writing signed by both of the parties hereto.
b. Binding Agreement. This Agreement shall inure to the benefit of and be binding upon Employee, Employee’s heirs and personal representatives, and the Company and its successors and assigns.
c. Waiver of Breach; Specific Performance. The waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach. Each of the parties to this Agreement will be entitled to enforce this Agreement, specifically, to recover damages by reason of any breach of this Agreement, and to exercise all other rights existing in that party’s favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violations of the provisions of this Agreement.
d. Unsecured General Creditor. The Company shall not reserve nor specifically set aside funds for the payment of its obligations under this Agreement, and such obligations shall be paid solely from the general assets of the Company.
e. No Effect on Other Arrangements. It is expressly understood and agreed that the payments made in accordance with this Agreement are in addition to any other benefits or compensation to which Employee may be entitled or for which Employee may be eligible.
f. Tax Withholding. There shall be deducted from each payment under this Agreement the amount of any tax required by any governmental authority to be withheld and paid over by the Company to such governmental authority for the account of Employee, and all payment amounts set forth in this Agreement are gross amounts and will be paid net of withholding taxes, as applicable.
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g. Notices.
(i) All notices and all other communications provided for herein shall be in writing and delivered personally to the other designated party, or mailed by certified or registered mail, return receipt requested, or delivered by a recognized national overnight courier service, or sent by facsimile, as follows:
| If to the Company, to: | Dollar General Corporation |
| Attn: General Counsel | |
| 100 Mission Ridge | |
| Goodlettsville, TN 37072-2171 | |
| Facsimile: (615) 855-8578 or (615) 855-5517 | |
| If to Employee, to: | (Last address of Employee known to the Company unless otherwise directed in writing by Employee) |
(ii) All notices sent under this Agreement shall be deemed given twenty-four (24) hours after sent by facsimile or courier, seventy-two (72) hours after sent by certified or registered mail, and when delivered if by personal delivery.
(iii) Either party hereto may change the address to which notice is to be sent hereunder by written notice to the other party in accordance with the provisions of this Section.
h. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee (without giving effect to conflict of laws).
i. Survival. Employee’s obligations under Sections 6, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24 and 25 of this Agreement shall survive the termination of this Agreement and the termination of employment, regardless of the reason for or manner of such termination of employment, and shall be binding upon Employee’s heirs, successors, and assigns, as well as any companies, corporations, partnerships, or other legal or corporate entities subsequently formed by, or on behalf of, Employee.
j. Entire Agreement. This Agreement contains the full and complete understanding of the parties hereto with respect to the subject matter contained herein and, unless specifically provided herein, this Agreement supersedes and replaces any prior agreement or term sheets, either oral or written, which Employee may have with the Company that relates generally to the same subject matter.
k. Assignment. This Agreement may not be assigned by Employee, and any attempted assignment shall be null and void and of no force or effect.
l. Severability. If any one or more of the terms, provisions, covenants or restrictions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect, and to that end the provisions hereof shall be deemed severable.
m. Section Headings. The Section headings set forth herein are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement whatsoever.
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n. Voluntary Agreement. Employee and the Company represent and agree that each has reviewed all aspects of this Agreement, has carefully read and fully understands all provisions of this Agreement, and is voluntarily entering into this Agreement. Each party represents and agrees that such party has had the opportunity to review any and all aspects of this Agreement with legal, tax or other adviser(s) of such party’s choice before executing this Agreement.
o. Deferred Compensation Omnibus Provision. It is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Internal Revenue Code (“Code Section 409A”) shall be paid and provided in a manner, and at such time, including without limitation payment and provision of benefits only in connection with the occurrence of a permissible payment event contained in Code Section 409A (e.g. death, disability, separation from service from the Company and its affiliates as defined for purposes of Code Section 409A), and in such form, as complies with the applicable requirements of Code Section 409A to avoid the unfavorable tax consequences provided therein for non-compliance. In connection with effecting such compliance with Code Section 409A, the following shall apply:
(i) Notwithstanding any other provision of this Agreement, the Company is authorized to amend this Agreement, to void or amend any election made by Employee under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Code Section 409A.
(ii) Neither Employee nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any manner which would not be in compliance with Code Section 409A.
(iii) If Employee is a specified employee for purposes of Code Section 409A(a)(2)(B)(i), any payments or benefits under this Agreement that are deferred compensation subject to Code Section 409A, as determined by the Company, and that are paid in connection with a separation from service payment event (as determined for purposes of Code Section 409A) shall not be made until six months after Employee’s separation from service (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefits may be provided during the 409A Deferral Period at Employee’s expense, with Employee having a right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled.
(iv) For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Code Section 409A. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treas. Reg. §1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to Employee that are exempt under such provision shall be made by applying the exemption
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to payments based on chronological order beginning with the payments paid closest in time on or after such termination of employment.
(v) For purposes of determining time of (but not entitlement to) payment or provision of deferred compensation under this Agreement under Code Section 409A in connection with a termination of employment, termination of employment will be read to mean a “separation from service” within the meaning of Code Section 409A where it is reasonably anticipated that no further services would be performed after that date or that the level of bona fide services Employee would perform after that date (whether as an employee or independent contractor) would permanently decrease to less than fifty percent (50%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period.
(vi) For purposes of this Agreement, a key employee for purposes of Code Section 409A(a)(2)(B)(i) shall be determined on the basis of the applicable twelve (12)–month period ending on the specified employee identification date designated by the Company consistently for purposes of this Agreement and similar agreements or, if no such designation is made, based on the default rules and regulations under Code Section 409A(a)(2)(B)(i).
(vii) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits that are subject to Code Section 409A, except as permitted by Code Section 409A, (x) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (y) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year of Employee shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Employee, provided that the foregoing clause (y) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than Employee’s taxable year following Employee’s taxable year in which the related expense is incurred.
(viii) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.
(ix) Notwithstanding any other provision of this Agreement, the Company shall not be liable to Employee if any payment or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation subject to Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of Code Section 409A.
p. Clawback. Employee acknowledges and agrees that Employee’s rights, payments, and benefits with respect to any incentive compensation (in the form of cash or equity) received during or after the Term or as a result of any prior employment by the Company or any of its subsidiaries or affiliates 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”
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or recoupment policy as may be adopted from time to time by the Board or the CHCM Committee, including but not limited to the Company’s Clawback Policy (as may be amended or replaced from time to time) (collectively, the “Clawback Requirement”), and Employee agrees to abide by any such Clawback Requirement. To the extent allowed by state and federal law and as determined by the Board or its CHCM Committee, Employee agrees that such recoupment may, in the discretion of the CHCM Committee, be accomplished by withholding of future compensation, including but not limited to future base salary to the extent permitted by law, to be paid to Employee by the Company. Any recovery of incentive compensation covered by Code Section 409A shall be implemented in a manner which complies with Code Section 409A.
25. Arbitration. Unless a dispute between the Company and Employee (referred to in this Section as the “Parties”) under this Agreement is excluded from being determined by arbitration under applicable law (see below), any dispute among the Parties hereto arising out of, or relating to, this Agreement which cannot be settled amicably by the parties, shall be finally, exclusively and conclusively settled by mandatory arbitration and be further subject to the following provisions:
a. The arbitration will be filed with the American Arbitration Association (“AAA”). The arbitration will be conducted by a single arbitrator and will be subject to the Federal Rules of Procedure and Evidence. AAA’s Employment Arbitration Rules and Mediation Procedures will only apply if not inconsistent with the Federal Rules of Procedure and Evidence;
b. The arbitration will be conducted within the time or limitations period required by the asserted claim(s). In addition, any administrative prerequisites associated with the asserted claim(s) (e.g., notices, filing of administrative charges, or obtaining “right to sue” notices from government agencies) must be satisfied;
c. The arbitration shall take place in Nashville, Tennessee, unless otherwise mutually agreed by the Parties;
d. The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. (the “FAA”);
e. The Parties waive any and all rights to a judge or jury trial and/or administrative hearing of their disputes and agree to resolve such disputes only through final and binding individual arbitration to the fullest extent permitted by applicable law;
f. Disputes excluded (“Excluded Disputes”) from arbitration under this Section 25 include: (i) claims for workers’ compensation, state disability insurance, unemployment insurance benefits, or other health or welfare benefits under government-administered programs; (ii) claims constituting sexual harassment or sexual assault disputes as defined by the FAA; (iii) claims for which this provision would be invalid or prohibited as a matter of federal law, or state or local law that is not preempted by federal law; (iv) disputes that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203); (v) claims which are legally prohibited from being adjudicated in arbitration; (vi) disputes arising or related to the applicability, interpretation, enforceability, scope and/or severability of this Section 25, including whether such provisions are governed by the FAA, which must be decided only by a court of competent jurisdiction in Davidson County, Tennessee, or a district court in the U.S. District for the Middle District of Tennessee; and (vii) any disputes as to whether any claims or disputes are Excluded Disputes, which must be decided only by a court of competent jurisdiction in Davidson County, Tennessee, or a district court in the U.S. District for the Middle District of Tennessee;
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g. The Parties agree and stipulate that: (i) all claims that relate to a sexual harassment or sexual assault dispute, as defined in the FAA, shall be filed as (or if not filed as, severed into) a separate case from all other claims; (ii) those claims that do not relate to a sexual harassment or sexual assault dispute and are subject to arbitration under this Section 25 shall be governed by and proceed with individual arbitration, it being the express intent of the Parties to allow for individual arbitration of claims to the maximum extent possible; and (iii) if a Party brings claims subject to arbitration and claims that are not subject to arbitration, the latter shall be stayed until the former are fully arbitrated;
h. 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 of competent jurisdiction in Davidson County, Tennessee, or a district court in the U.S. District for the Middle District of Tennessee; and
i. Each Party shall bear its own legal fees and expenses, unless otherwise determined by the arbitrator, and each Party shall bear an equal portion of the arbitrator’s and arbitral forum’s fees.
Notwithstanding the foregoing provisions of this Section 25, Employee acknowledges and agrees that the Company, its subsidiaries 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, publicity and materials covenants as set forth in Sections 14 through 20 and Section 22 of this Agreement.
26. Representations and Covenants. In order to induce the Company to enter into this Agreement, Employee represents, warrants and covenants to the Company that Employee has the legal capacity and unrestricted right to execute and deliver this Agreement and to perform all of Employee’s obligations under this Agreement and such execution, delivery and performance will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement or other understanding to which Employee is a party or by which Employee is or may be bound or subject, including, but not limited to, any non-competition, non-solicitation, confidentiality or other similar covenant or agreement. To the extent Employee is subject to any restrictions as of January 1, 2027, that would restrict or prohibit Employee from performing all of Employee’s obligations under this Agreement, the Start Date shall not occur and this Agreement shall be void ab initio, and neither party hereto shall have any obligation to the other party hereunder except that Sections 17 and 22 shall be effective and survive indefinitely and Employee shall have the obligations set forth therein.
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IN WITNESS WHEREOF, the parties hereto have executed, or caused their duly authorized representative to execute, this Agreement.
| Date: | March 23, 2026 | DOLLAR GENERAL CORPORATION | ||
| By: | /s/ Rhonda M. Taylor | |||
| Name: | Rhonda M. Taylor | |||
| Title: | General Counsel | |||
| Date: | 3/23/2026 | “EMPLOYEE” | ||
| /s/ Jerry W. Fleeman | ||||
| JERRY (JJ) W. FLEEMAN | ||||
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Addendum to Employment Agreement with Jerry (“JJ”) W. Fleeman
RELEASE AGREEMENT
Jerry (“JJ”) W. Fleeman (“Employee”) has been notified by DOLLAR GENERAL CORPORATION, and its successor or assigns (the “Company”) that Employee’s employment with the Company shall cease on [Date] (“Separation Date”).
WHEREAS, Employee and the Company have previously entered into an Employment Agreement, effective [Date] (the “Agreement”), in which the form of this Release Agreement (the “Release”) is incorporated by reference;
WHEREAS, in order to receive the severance benefits outlined in Section 12(b) of the Agreement (the “Severance Benefits”), Employee desires and agrees to resolve all claims arising from Employee’s employment and termination of employment.
NOW, THEREFORE, in consideration of the promises and other payments and benefits that have been paid or will be paid pursuant to the terms of the Agreement, the adequacy of which Employee acknowledges, Employee intends to be legally bound and hereby covenants and agrees as follows:
1. Claims Released by Employee. In exchange for the Severance Benefits, Employee hereby voluntarily and irrevocably waives, releases, dismisses with prejudice, and withdraws all claims, legal rights, complaints, suits, promises, agreements, or demands of any kind whatsoever (whether known or unknown at the time of execution) which Employee ever had, may have, or now has against the Company and other current or former subsidiaries or affiliates of the Company and their past, present and future officers, directors, employees, agents, insurers and attorneys (collectively, the “Releasees”), including but not limited to those arising from or relating to (directly or indirectly) Employee’s employment or the termination or cessation of employment or any other events that have occurred as of the date this Release is effective, including but not limited to:
a. claims for violations of Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (“ADEA”), the Fair Labor Standards Act, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, 42 U.S.C. §1981, the Sarbanes Oxley Act of 2002, the National Labor Relations Act, the Labor Management Relations Act, the Genetic Information Nondiscrimination Act, the Uniformed Services Employment and Reemployment Rights Act, Executive Order 11246, Executive Order 11141, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act, and other similar, state or local laws;
b. claims for alleged violations of any other federal, state or local statute, regulation, ordinance or executive order;
c. claims for lost or unpaid wages, compensation, or benefits; defamation; intentional or negligent infliction of emotional distress; assault; battery; wrongful or constructive discharge; negligent hiring, retention or supervision; fraud; misrepresentation; conversion; tortious interference; breach of contract; or breach of fiduciary duty;
d. claims to vacation or paid time off or compensation or benefits under any agreement, bonus, severance, commission, workforce reduction, early retirement, outplacement, or any other similar type plan sponsored by the Company; or
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e. any other claims under state or local law arising in tort or contract.
2. Claims Not Released by Employee. Notwithstanding the foregoing, Employee is not releasing claims for any of the following:
a. benefits under any of the Company’s retirement, deferred compensation or other similar plans that are vested, unpaid, and for which Employee is eligible as of the date this Release is effective;
b. rights pursuant to the terms of any stock incentive plan or the terms of any agreements in connection with grants of stock options, restricted stock, restricted stock units, performance stock units, or other equity awards;
c. benefits under the Tennessee Employment Security Law or the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or the right to compensation for future medical or permanent disability benefits under the Tennessee Workers’ Compensation law or similar state laws (however, as noted below, Employee acknowledges and represents that Employee has notified the Company of any alleged workplace injury);
d. rights Employee may have to enforce the terms of this Release;
e. claims that cannot be released as a matter of law;
f. events that occur after the date this Release is effective; and
g. any claims Employee has for liability coverage and/or costs of defense pursuant to liability insurance and/or indemnification rights for acts and omissions occurring during Employee’s employment with the Company, including but not limited to any Directors & Officers and general liability insurance or indemnification rights.
3. Settlement, Accord, Satisfaction and Covenant Not to Sue. Employee acknowledges and agrees that this Release constitutes a full settlement, accord and satisfaction of all claims covered by the release provisions of Section 1. Except as provided in Section 2, Employee promises not to sue or file any complaint or claim against any of the Releasees in any court based on any alleged right, claim, act, or omission arising or occurring before the date this Release is effective whether known or unknown at the time of execution.
4. Waiver of Statutory Limitations. Employee expressly waives all rights afforded by any statute that expressly limits the effect of a release with respect to unknown claims. Employee understands the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims.
5. No Obligation for Continuing Benefits. Employee further understands and acknowledges that nothing in this Release is intended to or shall be construed to require the Company to institute or continue in effect any particular plan or benefit sponsored by the Company, and that the Company has the right to amend or terminate any of its benefit programs at any time in accordance with the procedures set forth in such plans. Employee also understands and acknowledges that any continuing obligation under a Company benefit plan, program or arrangement or pursuant to any Company policy or any provision regarding recoupment of compensation paid to Employee by the Company is not altered by this Release and nothing herein is intended to nor shall be construed otherwise.
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6. Government Investigations and Proceedings. Nothing in this Release shall be construed to prohibit Employee from filing a charge with or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, the Tennessee Human Rights Commission, the Tennessee Department of Labor and Workforce Development, or any other federal, state, or local governmental agency or commission (collectively, “Government Agency”). However, Employee waives the right to receive future monetary recovery directly from the Company or the Releasees, including payments by the Company that result from any complaints or charges that Employee files with any Government Agency or that are filed on Employee’s behalf, but Employee understands that this Agreement does not impact Employee’s ability to receive and retain an award from a government-administered whistleblower award program for providing information directly to a Government Agency.
7. No Assignment of Claim. Employee represents that Employee has not assigned or transferred, or purported to assign or transfer, any claims released in Section 1, including each subpart, to any third party prior to the date this Release is effective.
8. Employee Representations. In addition to the complete and general release of claims set forth in Section 1, Employee also represents and warrants as follows:
a. Employee possesses the full authority to covenant, agree, and otherwise execute this Release;
b. Employee has the capacity to enter into this Release and that Employee is voluntarily and willingly consenting to this Release;
c. The Company has made no representations or promises to Employee on subjects not covered in the Agreement and Release; and
d. Employee has not suffered any workplace injuries that Employee has not previously reported to the Company and/or previously presented to the Company by way of a written claim for workers compensation benefits.
9. Payment to Estate. In the event Employee receives or becomes eligible to receive payments or benefits under the Agreement and has executed this Release (which has become effective), but dies before receipt of, or during the period in which, any payments or benefits are owed under the Agreement, Employee agrees that Employee’s spouse or estate, as the case may be, is entitled to receive the payments or benefits owed under the terms of the Agreement and in exchange for this Release. The Company may require proof of entitlement to any individual(s) who claim to be owed under this provision of the Release.
10. Publicity; Non-Disparagement; Restrictive Covenants. Except as otherwise provided by law and as provided in the Agreement, Employee agrees not to defame, disparage, slander, discredit, malign, ridicule or denigrate the Company or any of the Releasees either verbally or in writing, including on any social media platform. Employee further agrees to refrain from directly or indirectly making any public statement that reflects negatively or adversely upon the Company, its business, or the Releasees, whether or not the Employee believes the content of such statement to be true or whether or not it is in fact true. Employee acknowledges and reaffirms that Employee is subject to the restrictive covenants in Sections 14 through 22 of the Agreement, and Employee shall comply in all respects with such restrictive covenants.
11. No Admission of Liability. This Release shall not in any way be construed as an admission by the Company of any improper actions, wrongdoing, liability, or other violation of the law
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whatsoever and each party specifically disclaims any liability, wrongdoing, improper actions or violation of the law against the other or any other person.
12. Miscellaneous.
a. Governing Law; Arbitration. Employee agrees that the terms of this Release are governed by, and shall be construed and enforced in accordance with, the substantive laws of the State of Tennessee, without regard to principles of conflict of laws, as applied to contracts entered into and performed entirely within the state. All disputes arising under or related to this Release will be governed by the provisions of Section 25 of the Agreement, which shall be fully applicable to disputes under or about the Release.
b. Severability. Employee understands and agrees that should any provision or term of this Release be declared or determined by a court of competent jurisdiction to be invalid, void, or unenforceable, such provision or term shall be severed and the remainder of the provisions and terms of the Release shall remain in full force and effect, provided, however, that if Section 1 of this Release is determined by a court to be unenforceable, this Release shall be voidable at the sole option of the Company.
c. Entire Agreement. This Release, together with the surviving provisions of the Agreement as set forth in Section 24(i) relating to Employee’s continuing obligations under the Agreement, shall constitute the full and complete agreement between the Employee and the Company concerning its subject matter and fully supersedes and replaces all prior discussions, agreements or understandings between the Employee and the Company concerning the subject matter hereof.
d. Successors and Assigns. Employee agrees that this Release shall be binding upon and inure to the benefit of the Company and its subsidiaries, and affiliates and their respective predecessors, successors, and assigns. This Release shall also be binding upon and inure to the benefit of Employee and Employee’s heirs, administrators, representatives, and executors. Employee may not assign Employee’s rights or obligations under this Release.
e. Modification and Waiver. No provision of this Release may be modified or waived except through a written instrument signed by Employee and an authorized officer of the Company, which writing shall specifically reference this Release and the provision which Employee and the Company intend to modify or waive. No waiver of any term or provision of this Release or of any default hereunder shall affect Employee’s or the Company’s rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar.
13. Voluntary Execution. Employee warrants, represents and agrees that Employee has been encouraged in writing to seek advice regarding this Release from an attorney and tax advisor prior to signing it; that this Release represents written notice to do so; that Employee has been given the opportunity and sufficient time to seek such advice; and that Employee fully understands the meaning and contents of this Release. Employee further represents and warrants that Employee was not coerced, threatened or otherwise forced to sign this Release, and that Employee’s signature appearing hereinafter is voluntary and genuine. In signing this Release, Employee does not rely on nor has Employee relied on any representation or statement, written or oral, not specifically set forth in this Release by the Company or by any of the Company’s agents, representatives, or attorneys with regard to the subject matter, basis, or effect of this Release or otherwise. Employee understands that Employee may take up to twenty-one (21) days (or, in the case of an exit incentive or other employment termination program offered to a group or class of employees,
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up to forty-five (45) days) to consider whether to enter into this Release. Employee acknowledges that this Release is given solely in exchange for the consideration set forth in Section 1 hereof and that Employee would not be entitled to such consideration in the absence of signing and not revoking this Release. No change to the Release, material or otherwise, shall re-start the 21-day [or 45-day] period.
14. Ability to Revoke Agreement. Employee understands that this Release may be revoked by Employee by notifying the Company in writing of such revocation within seven (7) days of Employee’s execution of this Release and that this Release is not effective until the expiration of such seven (7) day period. If Employee chooses to revoke this Release, Employee must provide written notification of the revocation to [NAME AND CONTACT INFORMATION] and such notice must be received by the close of business on the seventh day following the date Employee signed the Release in order for the revocation to be effective. Employee understands that upon the expiration of such seven (7) day period this Release will be binding upon Employee and Employee’s heirs, administrators, representatives, executors, successors and assigns and will be irrevocable.
I understand that by signing this Release, I am giving up rights I may have. I understand that I do not have to sign this Release.
| “EMPLOYEE” | |||
| Date | |||
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Exhibit 10.2
TRANSITION AGREEMENT
This Transition Agreement (this “Agreement”) is entered into as of March 23, 2026, by and between Todd J. Vasos (“Employee”) and Dollar General Corporation (“DGC” and, together with its subsidiaries and affiliates, the “Company”).
WHEREAS, Employee is currently employed by DGC as its Chief Executive Officer and serves as a member of the Board of Directors of DGC (the “Board”);
WHEREAS, DGC and Employee have previously entered into the Employment Agreement, dated October 12, 2023 (the “Employment Agreement”);
WHEREAS, DGC has previously granted to Employee that certain stock option award on October 17, 2023 (the “2023 Rehire Option”);
WHEREAS, Employee will cease to be DGC’s Chief Executive Officer on the date on which a successor Chief Executive Officer begins employment as DGC’s Chief Executive Officer (the “Transition Date”);
WHEREAS, Employee and DGC wish to ensure the orderly transition of Employee’s duties and responsibilities;
WHEREAS, Employee’s last day of employment with DGC (the “Separation Date”) will be April 2, 2027, unless Employee’s employment is terminated earlier in accordance with this Agreement; and
WHEREAS, Employee and DGC have voluntarily entered into this Agreement, which sets forth their complete understanding regarding Employee’s transition and separation from employment with DGC.
NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants herein contained, DGC and Employee hereby agree as follows:
| 1. | Employee’s Transition and Separation. |
a. From the date hereof through the Transition Date, Employee will (i) continue to serve as DGC’s Chief Executive Officer and in all other capacities Employee serves with respect to the Company as of the date hereof and (ii) perform such duties and responsibilities as may be prescribed from time to time by the Board, which shall be consistent with the duties and responsibilities of chief executive officers of comparable companies in similar lines of business.
b. If the Transition Date does not occur by January 2, 2027, this Agreement will be null and void ab initio, and the Employment Agreement and 2023 Rehire Option will return to their full force and effect on an unamended basis and with the understanding that a Successor CEO (as defined therein) had never been appointed, unless Employee and DGC mutually agree (i) upon a replacement agreement or (ii) an extension of this Agreement.
c. As of the Transition Date, Employee will cease to be DGC’s Chief Executive Officer and shall automatically be deemed to have resigned from every other office, directorship or other position held with the Company, except Employee will remain (i) a member of the Board for the remainder of the term Employee is then serving and (ii) an employee of DGC. Employee shall execute any resignation letters or other documents reasonably requested by the Company to memorialize the foregoing. From the Transition Date through the Separation Date (inclusive of such dates, the “Transition Period”), Employee will remain an employee of DGC with the title Senior Advisor, reporting directly to the Chairman of the Board, and will provide transition services to the Company as reasonably requested by the Board.
d. Employee agrees to promote the best interests of the Company and to take no action that is likely to damage the public image or reputation of the Company. Employee shall perform and discharge faithfully and diligently Employee’s duties and responsibilities and shall devote Employee’s full-time efforts to the business and affairs of the Company while employed by DGC. During employment with DGC, Employee shall not devote time to other activities that would inhibit or otherwise interfere with the proper performance of Employee’s duties and shall not be directly or indirectly concerned or interested in any other business occupation, activity or interest without the express approval of the Chairman of the Board other than by reason of holding a non-controlling interest as a shareholder, securities holder or debenture holder in a corporation quoted on a nationally recognized exchange (subject to any limitations in the Company’s Code of Business Conduct and Ethics). Employee may not serve as a member of a board of directors of a for-profit company without the express approval of the Board (except with respect to the board of KeyCorp on which he is currently serving as of the date hereof) or a duly authorized committee of the Board and further will comply with any limits on the number of boards on which Employee may serve as set forth from time to time in any policy adopted by the Board or a duly authorized committee of the Board. Employee agrees to comply with all terms and conditions set forth in this Agreement, as well as all applicable Company work policies, procedures and rules. Employee also agrees to comply with all federal, state and local statutes, regulations and public ordinances governing Employee’s performance hereunder.
e. It is expressly acknowledged and agreed that from the date hereof through the Separation Date, Employee shall continue to be an employee at will, whose employment may be terminated by either party at any time and for any reason, or without stated reason, subject to the remaining provisions of this Agreement. Employee shall provide DGC with 90 days’ advance written notice of any resignation.
f. If Employee resigns Employee’s employment for any or no reason or DGC terminates Employee’s employment for Cause (as defined below) or because Employee accepted employment elsewhere or otherwise engaged in any unauthorized business activities or violates the Restrictive Covenants (as defined below), Employee will forfeit the compensation and benefits not yet paid (and equity awards not yet granted) provided under Section 2.a and the right to receive the Separation Benefits provided under Section 2.b and Section 2.c, including that the 2023 Rehire Option shall be forfeited and cancelled in full for no consideration.
g. “Cause” means (i) any act by Employee involving fraud or dishonesty, or any material act of misconduct relating to Employee’s performance of Employee’s duties; (ii) any material breach by Employee of any securities or other law or regulation or any Company policy
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governing trading or dealing with stocks, securities, public debt instruments, bonds, investments or the like or with inappropriate disclosure or “tipping” relating to any stock, security, public debt instrument, bond, investment or the like; (iii) any material violation by Employee of the Company’s Code of Business Conduct and Ethics (or the equivalent code in place at the time); (iv) other than as required by law, the carrying out by Employee of any activity, or Employee making any public statement, which prejudices or reduces the good name and standing of the Company or would bring any one of these into public contempt or ridicule; (v) attendance by Employee at work in a state of intoxication or Employee otherwise being found in possession at Employee’s place of work or on any Company property of any prohibited drug or substance, possession of which would amount to a criminal offense, or any other violation of the Company’s drug and alcohol policy; (vi) any assault or other act of violence by Employee; (vii) conviction of or plea of guilty or nolo contendre to (A) any felony whatsoever or (B) any misdemeanor that would preclude employment under the Company’s hiring policy; or (viii) willful or repeated refusal or failure substantially to perform Employee’s material obligations and duties hereunder or those reasonably directed by the Board. A termination for Cause shall be effective when DGC has given Employee written notice of its intention to terminate for Cause, describing those acts or omissions that are believed to constitute Cause.
| 2. | Compensation and Separation Benefits. |
a. Compensation and Benefits During Employment. Subject to Section 1 and Employee’s continued compliance with the terms of this Agreement (including Section 3),
| (i) | From the date hereof through the Transition Date (or, if earlier, the Separation Date), Employee will: (1) be paid an annual base salary of $1,650,000, paid in accordance with the Company’s normal payroll practices (but no less frequently than monthly); (2) be eligible to participate in the Company’s annual incentive program (the “Teamshare” program) in accordance with its terms with a target payout percentage of 200% of base salary with respect to the 2026 Teamshare program; (3) be eligible to participate in the health and welfare benefit plans of the Company for which Employee qualifies; and (4) for any portion of the Transition Period that is in calendar year 2026, be eligible for reimbursement of up to $500,000 (less any amount already reimbursed for 2026) for personal air travel to and from Employee’s residences and personal visits with Employee’s immediate family. Each calendar quarter, Employee shall submit a report to the Compensation and Human Capital Management Committee of the Board (the “Compensation Committee”) that describes Employee’s reimbursable personal air travel and provides substantiation of such personal travel expenses so that the Compensation Committee may review such usage for reasonableness. Subject to Compensation Committee approval, reasonable and properly substantiated personal air travel expenses will be reimbursed during the calendar quarter following the calendar quarter during which they were incurred. |
| (ii) | During the Transition Period, Employee will: (1) be paid an annual base salary of $1,650,000, paid in accordance with the Company’s normal payroll practices (but no less frequently than monthly); (2) for any portion of the Transition Period that is in fiscal year 2026, be eligible to participate in the fiscal year 2026 “Teamshare” |
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| program in accordance with its terms with a target payout percentage of 200% of base salary; (3) be eligible to participate in the health and welfare benefit plans of the Company for which Employee qualifies, and (4) for any portion of the Transition Period that is in calendar year 2026, be eligible for reimbursement of up to $500,000 (less any amount already reimbursed for 2026) for personal air travel to and from Employee’s residences and personal visits with Employee’s immediate family, subject to the same reporting requirements to the Compensation Committee described above. |
| (iii) | Employee shall be reimbursed for all reasonable business expenses incurred in carrying out the work hereunder. Employee shall adhere to the Company’s expense reimbursement policies and procedures. In no event will any such reimbursement be made later than the last day of Employee’s taxable year following Employee’s taxable year in which Employee incurs the reimbursable expense. |
b. Separation Benefits. Provided that Employee timely executes and does not revoke the Release attached to this Agreement and subject to Section 1 and Employee’s continued compliance with the terms of this Agreement (including Section 3), upon the Separation Date, Employee shall be eligible to receive as additional separation consideration, certain payments and benefits (collectively, the “Separation Benefits”), as follows:
| (i) | To the extent not already paid, a lump sum payment, in cash, payable at such time as bonuses are paid to other senior executives participating in the 2026 Teamshare program and subject to achievement of applicable performance criteria, of an amount equal to the bonus, if any, that Employee would have been entitled to receive under the 2026 Teamshare program (on a non-prorated basis) if such termination had not occurred and Employee had remained employed through the payment date for the bonuses under the 2026 Teamshare program; and |
| (ii) | Consistent in principle with the Successor Appointment Termination terms of the 2023 Rehire Option, the 2023 Rehire Option will become 100% vested and exercisable on the earliest to occur of: (1) the first anniversary of the earlier of (x) the Separation Date and (y) Transition Date (which is equivalent to the Successor Appointment Termination Date, provided that Employee does not resign prior to the end of the Transition Period, which is equivalent to Employee serving out the consulting period that could have been requested by DGC following the Successor Appointment Termination Date); (2) October 12, 2027; (3) the date of Employee’s death or Disability Termination; and (4) the date of the Employee’s Qualifying Termination. After vesting and to the extent remaining outstanding, the 2023 Rehire Option will be exercisable until: in the event termination is due to Employee’s death or Disability Termination, one year from the Separation Date; in the event of a Qualifying Termination, three years from the Separation Date; in the event Employee is terminated by DGC without Cause after the Transition Date (other than due to a Disability Termination or a Qualifying Termination), or remains employed by DGC through April 2, 2027, five years from the Separation Date; provided, however, in no event later than October 17, 2033. Any shares acquired upon the exercise of any portion of the 2023 Rehire Option shall be held |
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| and not sold until at least October 12, 2027 (except shares withheld or delivered to pay any exercise price or to satisfy applicable tax withholding obligations or shares acquired after Employee’s death, Disability Termination or Qualifying Termination). |
For the avoidance of doubt, no benefits under this Section 2.b shall be owed or paid to Employee if (1) Employee is terminated for any reason other than by DGC without Cause or (2) if Employee voluntarily resigns for any reason. Further, for the avoidance of doubt, the obligation to provide the Separation Benefits shall not become effective or enforceable until the eighth day after Employee’s execution and delivery to DGC of the attached Release, provided that Employee has also signed and delivered this Agreement and has not revoked or breached either this Agreement or the Release. For the purposes of this Agreement, the terms “Disability Termination” and “Qualified Termination” have the meaning given to them in the 2023 Rehire Option.
c. Additional Separation Benefits Prior to the Transition Date. Provided that Employee timely executes and does not revoke the Release attached to this Agreement and subject to Section 1 and Employee’s continued compliance with the terms of this Agreement (including Section 3), if the Separation Date occurs prior to the Transition Date, Employee shall be eligible to receive as additional separation consideration, certain payments and benefits (which will collectively with the benefits under Section 2.b form part of the Separation Benefits), as follows:
| (i) | Continuation of Employee’s annual base salary as of the date immediately preceding the Separation Date for 24 months, payable in accordance with the Company’s normal payroll cycle and procedures (but not less frequently than monthly) with a lump sum payment on the 60th day after Employee’s termination had the payments begun immediately after Employee’s termination of employment; |
| (ii) | A lump sum payment in an amount equal to two times Employee’s annual target bonus under the 2026 Teamshare program; and |
| (iii) | A lump sum payment in an amount equal to two times the annual contribution that would have been made by DGC in respect of 2026 for Employee’s participation in DGC’s medical, pharmacy, dental and vision benefits programs. |
For the avoidance of doubt, no benefits under this Section 2.c shall be owed or paid to Employee if (1) the Separation Date occurs after the Transition Date, (2) Employee is terminated for any reason other than by DGC without Cause or (3) if Employee voluntarily resigns for any reason. Further, for the avoidance of doubt, the obligation to provide the Separation Benefits shall not become effective or enforceable until the eighth day after Employee’s execution and delivery to DGC of the attached Release, provided that Employee has also signed and delivered this Agreement and has not revoked or breached either this Agreement or the Release.
d. Accrued Rights. Upon any termination of employment, Employee shall be entitled to any earned but unpaid base salary through the date of termination and such other vested benefits under any other plan or agreement covering Employee, which shall be governed by the terms of such plan or agreement. Notwithstanding anything to the contrary herein, any such unpaid base
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salary shall be paid to Employee as soon as practicable after the Separation Date in accordance with the Company’s usual payroll practices (not less frequently than monthly).
e. Other Terms. All stock options, RSUs (including those received as compensation as a non-employee director) and PSUs not described in this Section 2 shall be subject to the terms of the applicable award agreement pursuant to which such awards were granted. All payments made or required to be made under this Agreement to Employee shall be less deductions and withholdings as the Company may determine. This Agreement provides for the full and exclusive payments and benefits due to Employee after the date hereof.
| 3. | Restrictive Covenants. |
a. Employee acknowledges and agrees that Employee’s continued compliance with the restrictions, obligations and acknowledgements set forth in Section 6 and Sections 15 through 24 of the Employment Agreement (such restrictions, obligations and acknowledgements, together, the “Restrictive Covenants”) is a material inducement to DGC entering into this Agreement, and the Restrictive Covenants shall survive Employee’s termination of employment. Employee reaffirms the Restrictive Covenants (which include covenants with respect to confidentiality, non-competition, non-solicitation or hiring, return of property, non-disparagement and cooperation), and the Restrictive Covenants are hereby incorporated into and form a part of this Agreement as if written herein. Employee acknowledges that a breach of any Restrictive Covenants will result in immediate cessation of the payment of, and forfeiture of the Separation Benefits (including the 2023 Rehire Option shall be forfeited and cancelled in full for no consideration).
b. Employee understands that an individual shall not be held criminally or civilly liable under any federal or state trade secrets law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.
| 4. | Arbitration. |
a. Unless a dispute between the Company and Employee (referred to in this Section 4 as the “Parties”) under this Agreement is excluded from being determined by arbitration under applicable law (see below), any dispute among the Parties arising out of, or relating to, this Agreement which cannot be settled amicably by the Parties, shall be finally, exclusively and conclusively settled by mandatory arbitration and be further subject to the following provisions:
| (i) | The arbitration will be filed with the American Arbitration Association (“AAA”). The arbitration will be conducted by a single arbitrator and will be subject to the Federal Rules of Procedure and Evidence. AAA’s Employment Arbitration Rules |
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| and Mediation Procedures will only apply if not inconsistent with the Federal Rules of Procedure and Evidence; |
| (ii) | The arbitration will be conducted within the time or limitations period required by the asserted claim(s). In addition, any administrative prerequisites associated with the asserted claim(s) (e.g., notices, filing of administrative charges, or obtaining “right to sue” notices from government agencies) must be satisfied; |
| (iii) | The arbitration shall take place in Nashville, Tennessee, unless otherwise mutually agreed by the Parties; |
| (iv) | The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. (the “FAA”); |
| (v) | The Parties waive any and all rights to a judge or jury trial and/or administrative hearing of their disputes and agree to resolve such disputes only through final and binding individual arbitration to the fullest extent permitted by applicable law; |
| (vi) | Disputes excluded (“Excluded Disputes”) from arbitration under this Section 4 include: (1) claims for workers’ compensation, state disability insurance, unemployment insurance benefits, or other health or welfare benefits under government-administered programs; (2) claims constituting sexual harassment or sexual assault disputes as defined by the FAA; (3) claims for which this provision would be invalid or prohibited as a matter of federal law, or state or local law that is not preempted by federal law; (4) disputes that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203); (5) claims which are legally prohibited from being adjudicated in arbitration; (6) disputes arising or related to the applicability, interpretation, enforceability, scope and/or severability of this Section 4, including whether such provisions are governed by the FAA, which must be decided only by a court of competent jurisdiction in Davidson County, Tennessee, or a district court in the U.S. District for the Middle District of Tennessee; and (7) any disputes as to whether any claims or disputes are Excluded Disputes, which must be decided only by a court of competent jurisdiction in Davidson County, Tennessee, or a district court in the U.S. District for the Middle District of Tennessee; |
| (vii) | The Parties agree and stipulate that: (1) all claims that relate to a sexual harassment or sexual assault dispute, as defined in the FAA, shall be filed as (or if not filed as, severed into) a separate case from all other claims; (2) those claims that do not relate to a sexual harassment or sexual assault dispute and are subject to arbitration under this Section 4 shall be governed by and proceed with individual arbitration, it being the express intent of the Parties to allow for individual arbitration of claims to the maximum extent possible; and (3) if a Party brings claims subject to arbitration and claims that are not subject to arbitration, the latter shall be stayed until the former are fully arbitrated; |
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| (viii) | 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 of competent jurisdiction in Davidson County, Tennessee, or a district court in the U.S. District for the Middle District of Tennessee; and |
| (ix) | Each Party shall bear its own legal fees and expenses, unless otherwise determined by the arbitrator, and each Party shall bear an equal portion of the arbitrator’s and arbitral forum’s fees. |
b. Notwithstanding the foregoing provisions of this Section 4, Employee acknowledges and agrees that the Company shall be entitled to injunctive or other relief in order to enforce the Restrictive Covenants.
| 5. | Governing Law. |
This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee (without giving effect to conflict of laws).
| 6. | Miscellaneous. |
a. The parties hereto acknowledge and agree that the disclosure of this Agreement, including the fact that an agreement has been made and its form and terms, is required by law to be publicly filed with the Securities and Exchange Commission.
b. This Agreement shall inure to the benefit of and be binding upon Employee, Employee’s heirs and personal representatives, and DGC and its successors and assigns.
c. Employee is encouraged to discuss this Agreement with an attorney before signing and have Employee’s attorney review this Agreement.
d. Employee understands that DGC would not have provided Employee the Separation Benefits but-for Employee’s representations and promises that Employee is making by signing this Agreement.
e. Employee acknowledges and agrees Employee has not suffered any job-related wrongs or injuries for which Employee might still be entitled to compensation, and Employee has properly been paid all wages, compensation and benefits that Employee was entitled to up to and including the date this Agreement is signed by Employee.
f. The waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach. Each of the parties to this Agreement will be entitled to enforce this Agreement, specifically, to recover damages by reason of any breach of this Agreement, and to exercise all other rights existing in that party’s favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violations of the provisions of this Agreement.
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g. In the event of any breach of this Agreement by Employee, including but not limited to Employee’s obligations under Section 3, DGC shall have the right to declare this Agreement null and void from the beginning and shall be relieved of any further obligations hereunder, including the obligation to pay the compensation and benefits provided under Section 2.a that has not yet been paid (or granted), as well as the Separation Benefits provided under Section 2.b and Section 2.c. In such event, Employee shall fully reimburse the Company for any and all amounts paid to Employee under the terms of this Agreement (other than base salary already paid to Employee for a period of employment with DGC) and Employee shall forfeit all future payments and other benefits provided under this Agreement.
h. If any one or more of the terms, provisions, covenants or restrictions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect, and to that end the provisions hereof shall be deemed severable. In the event this Agreement is voided, the Restrictive Covenants shall survive as they would have survived pursuant to the Employment Agreement.
i. This Agreement may be amended or modified only by a writing signed by both of the parties hereto.
j. This Agreement may be executed in multiple counterparts, which may be conveyed to the parties hereto by electronic means, each of which shall be deemed an original, and all of which shall constitute one Agreement.
k. Employee agrees that nothing in this Agreement shall relieve Employee of Employee’s obligations under the Company’s clawback policies for employees similarly situated in Employee’s prior position, and the compensation and benefits provided under Section 2.a, as well as the Separation Benefits provided for herein shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any such clawback or similar policy adopted by the Board or any committee thereof as in effect from time to time, (ii) the recoupment terms of Section 3.3 of the 2023 Rehire Option being applied to the 2023 Rehire Option should it vest pursuant to Section 2.b(ii)(1) of this Agreement and (iii) applicable law.
| 7. | Section 409A. |
This Agreement is intended to be exempt from or compliant with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, including current and future guidance and regulations interpreting such provisions (“Section 409A”), and should be interpreted accordingly. Notwithstanding any other provision with respect to the timing of payments under this Agreement, to the extent necessary to comply with the requirements of Section 409A, any payments to which Employee may become entitled under this Agreement that are subject to Section 409A (and not otherwise exempt from its application) and would otherwise have been paid prior to the six-month anniversary of the date of termination will be withheld until the first business day after the six-month anniversary of the date of termination, at which time Employee shall be paid the aggregate amount of all such payments in a lump sum. Any reimbursement by the Company during any taxable year of Employee will not affect any reimbursement by the Company in another taxable year of Employee. Any right to reimbursement is not subject to liquidation or
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exchange for another benefit. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of deferred compensation under this Agreement shall be treated as a separate payment of deferred compensation. To the extent that the right to any payment provides for the deferral of compensation within the meaning of Section 409A, references to Employee’s “termination” or “resignation” of employment will be construed to mean Employee’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i).
| 8. | Merger Clause. |
This Agreement contains the entire and only agreement between the Company and Employee regarding the subject matter of this Agreement and supersedes and invalidates any previous agreements or understandings between Employee and the Company with respect to the subject matter addressed herein, including the Employment Agreement (except to the extent of the provisions incorporated herein by reference); provided, however, that the award agreements with respect to equity awards granted by DGC to Employee shall remain in effect to the extent necessary to give effect to this Agreement (which, for the avoidance of doubt, with respect to the 2023 Rehire Option shall mean the vesting and exercisability terms set forth in this Agreement shall be applicable). Any oral or written promises or assurances related to the subject matter of this Agreement that are not contained in this Agreement are waived, abandoned and withdrawn, and are without legal effect.
| 9. | Notice. |
a. All notices and all other communications provided for herein shall be in writing and delivered personally to the other designated party, or mailed by certified or registered mail, return receipt requested, or delivered by a recognized national overnight courier service, or sent by electronic mail so long as no “bounceback” or similar “undeliverable” message is received by the sender thereof or facsimile, as follows:
If to DGC or the Company, to:
Dollar General Corporation
Attn: General Counsel
100 Mission Ridge
Goodlettsville, TN 37072-2171
Facsimile: (615) 855-8578 or (615) 855-5517
Email: [email protected]
If to Employee, to:
Last address of Employee known to the Company unless otherwise directed in writing by Employee
b. All notices sent under this Agreement shall be deemed given 24 hours after sent by electronic mail, facsimile or courier, 72 hours after sent by certified or registered mail, and when delivered if by personal delivery.
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c. Either party hereto may change the address to which notice is to be sent hereunder by written notice to the other party in accordance with the provisions of this Section 9.
| 10. | Acknowledgement. |
Employee and DGC represent and agree that each has reviewed all aspects of this Agreement, has carefully read and fully understands all provisions of this Agreement, and is voluntarily entering into this Agreement. Each party represents and agrees that such party has had the opportunity to review any and all aspects of this Agreement with legal, tax or other advisers of such party’s choice before executing this Agreement.
[Remainder of Page Left Intentionally Blank – Signature Page Follows]
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IN WITNESS WHEREOF, intending to be legally bound hereby, Employee and DGC have executed the foregoing Transition Agreement as of the date first set forth above.
| EMPLOYEE | DOLLAR GENERAL CORPORATION | ||
| /s/ Todd J. Vasos | By: | /s/ Rhonda M. Taylor | |
| Todd J. Vasos | |||
| Name: | Rhonda M. Taylor | ||
| Title: | General Counsel | ||
[Signature Page to Transition Agreement]
RELEASE
SEND SIGNED ORIGINAL TO: Dollar General Corporation, Attn: General Counsel, 100 Mission Ridge, Goodlettsville, TN 37072-2171
This release (this “Release”) is made and entered into by and between Todd J. Vasos (“Employee”) and Dollar General Corporation (“DGC” and, together with its subsidiaries and affiliates, the “Company”)
WHEREAS, Employee and DGC have previously entered into that certain Transition Agreement, dated as of March 23, 2026 (the “Agreement”), in which the form of this Release is incorporated by reference; and
WHEREAS, in order to receive the severance benefits outlined in Section 2.b and Section 2.c of the Agreement (the “Separation Benefits”), Employee desires and agrees to resolve all claims arising from Employee’s employment and termination of employment.
NOW, THEREFORE, in consideration of the promises and other payments and benefits that have been paid or will be paid pursuant to the terms of the Agreement, the adequacy of which Employee acknowledges, Employee intends to be legally bound and hereby covenants and agrees as follows:
1. Termination. Employee hereby agrees and recognizes that Employee’s employment by DGC ended on [·], and, effective as of such date, Employee resigned from every office, directorship or other position Employee held with the Company, except remaining a member of the Board of Directors of DGC for the remainder of Employee’s current term. The Company has no obligation, contractual or otherwise to hire, rehire or reemploy Employee in the future. Employee acknowledges that the terms of the Agreement provide Employee with payments and benefits that are in addition to any amounts to which Employee otherwise would have been entitled.
2. Claims Released by Employee. In exchange for the Separation Benefits, Employee hereby voluntarily and irrevocably waives, releases, dismisses with prejudice, and withdraws all claims, legal rights, complaints, suits, promises, agreements, or demands of any kind whatsoever (whether known or unknown at the time of execution) which Employee ever had, may have, or now has against the Company and other current or former subsidiaries or affiliates of the Company and their past, present and future officers, directors, employees, agents, insurers and attorneys (collectively, the “Releasees”), including but not limited to those arising from or relating to (directly or indirectly) Employee’s employment or the termination or cessation of employment or any other events that have occurred as of the date this Release is effective, including but not limited to:
a. claims for violations of Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (“ADEA”), the Fair Labor Standards Act, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, 42 U.S.C. §1981, the Sarbanes Oxley Act of 2002, the National Labor Relations Act, the Labor Management Relations Act, the Genetic Information Nondiscrimination Act, the Uniformed Services Employment and Reemployment Rights
Act, Executive Order 11246, Executive Order 11141, the Rehabilitation Act of 1973, the Employee Retirement Income Security Act, and other similar, state or local laws;
b. claims for alleged violations of any other federal, state or local statute, regulation, ordinance or executive order;
c. claims for lost or unpaid wages, compensation, or benefits; defamation; intentional or negligent infliction of emotional distress; assault; battery; wrongful or constructive discharge; negligent hiring, retention or supervision; fraud; misrepresentation; conversion; tortious interference; breach of contract; or breach of fiduciary duty;
d. claims to vacation or paid time off or compensation or benefits under any agreement, bonus, severance, commission, workforce reduction, early retirement, outplacement, or any other similar type of plan sponsored by the Company; or
e. any other claims under state or local law arising in tort or contract.
3. Claims Not Released by Employee. Notwithstanding the foregoing, Employee is not releasing claims for any of the following:
a. benefits under any of the Company’s retirement, deferred compensation or other similar plans that are vested, unpaid, and for which Employee is eligible as of the date this Release is effective;
b. benefits under the Tennessee Employment Security Law or the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or the right to compensation for future medical or permanent disability benefits under the Tennessee Workers’ Compensation law or similar state laws (however, as noted below, Employee acknowledges and represents that Employee has notified the Company of any alleged workplace injury);
c. rights Employee may have to enforce the terms of this Release;
d. claims that cannot be released as a matter of law;
e. events that occur after the date this Release is effective; and
f. any claims Employee has for liability coverage and/or costs of defense pursuant to liability insurance and/or indemnification rights for acts and omissions occurring during Employee’s employment with DGC, including but not limited to any Directors & Officers and general liability insurance or indemnification rights.
4. Settlement, Accord, Satisfaction and Covenant Not to Sue. Employee acknowledges and agrees that this Release constitutes a full settlement, accord and satisfaction of all claims covered by the release provisions of Section 2. Except as provided in Section 3, Employee promises not to sue or file any complaint or claim against any of the Releasees in any court based on any alleged right, claim, act, or omission arising or occurring before the date this Release is effective whether known or unknown at the time of execution.
| ii |
5. Waiver of Statutory Limitations. Employee expressly waives all rights afforded by any statute that expressly limits the effect of a release with respect to unknown claims. Employee understands the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims.
6. No Obligation for Continuing Benefits. Employee further understands and acknowledges that nothing in this Release is intended to or shall be construed to require the Company to institute or continue in effect any particular plan or benefit sponsored by the Company, and that the Company has the right to amend or terminate any of its benefit programs at any time in accordance with the procedures set forth in such plans. Employee also understands and acknowledges that any continuing obligation under a Company benefit plan, program or arrangement or pursuant to any Company policy or any provision regarding recoupment of compensation paid to Employee by the Company is not altered by this Release and nothing herein is intended to nor shall be construed otherwise.
7. Government Investigations and Proceedings. Nothing in this Release shall be construed to prohibit Employee from filing a charge with or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, the Tennessee Human Rights Commission, the Tennessee Department of Labor and Workforce Development, or any other federal, state, or local governmental agency or commission (collectively, “Government Agency”). However, Employee waives the right to receive future monetary recovery directly from the Company or the Releasees, including payments by the Company that result from any complaints or charges that Employee files with any Government Agency or that are filed on Employee’s behalf, but Employee understands that this Section 7 does not impact Employee’s ability to receive and retain an award from a government-administered whistleblower award program for providing information directly to a Government Agency.
8. No Assignment of Claim. Employee represents that Employee has not assigned or transferred, or purported to assign or transfer, any claims released in Section 2, including each subpart, to any third party prior to the date this Release is effective.
9. Employee Representations. In addition to the complete and general release of claims set forth in Section 2, Employee also represents and warrants as follows:
a. Employee possesses the full authority to covenant, agree, and otherwise execute this Release;
b. Employee has the capacity to enter into this Release and that Employee is voluntarily and willingly consenting to this Release;
c. The Company has made no representations or promises to Employee on subjects not covered in the Agreement and Release; and
d. Employee has not suffered any workplace injuries that Employee has not previously reported to the Company and/or previously presented to the Company by way of a written claim for workers compensation benefits.
| iii |
10. Payment to Estate. In the event Employee receives or becomes eligible to receive payments or benefits under the Agreement and has executed this Release (which has become effective), but dies before receipt of, or during the period in which, any payments or benefits are owed under the Agreement, Employee agrees that Employee’s spouse or estate, as the case may be, is entitled to receive the payments or benefits owed under the terms of the Agreement and in exchange for this Release. The Company may require proof of entitlement to any individual(s) who claim to be owed under this provision of this Release.
11. Publicity; Non-Disparagement; Restrictive Covenants. Except as otherwise provided by law and as provided in the Agreement, Employee agrees not to defame, disparage, slander, discredit, malign, ridicule or denigrate the Company or any of the Releasees either verbally or in writing, including on any social media platform. Employee further agrees to refrain from directly or indirectly making any public statement that reflects negatively or adversely upon the Company, its business, or the Releasees, whether or not Employee believes the content of such statement to be true or whether or not it is in fact true. Employee acknowledges and reaffirms that Employee is subject to the Restrictive Covenants (as defined in the Agreement), and Employee shall comply in all respects with the Restrictive Covenants.
12. No Admission of Liability. This Release shall not in any way be construed as an admission by the Company of any improper actions, wrongdoing, liability, or other violation of the law whatsoever and each party specifically disclaims any liability, wrongdoing, improper actions or violation of the law against the other or any other person.
13. Miscellaneous.
a. Governing Law; Arbitration. Employee agrees that the terms of this Release are governed by, and shall be construed and enforced in accordance with, the substantive laws of the State of Tennessee, without regard to principles of conflict of laws, as applied to contracts entered into and performed entirely within the state. All disputes arising under or related to this Release will be governed by the provisions of Section 4 of the Agreement, which shall be fully applicable to disputes under or about this Release.
b. Severability. Employee understands and agrees that should any provision or term of this Release be declared or determined by a court of competent jurisdiction to be invalid, void, or unenforceable, such provision or term shall be severed and the remainder of the provisions and terms of this Release shall remain in full force and effect, provided, however, that if Section 2 is determined by a court to be unenforceable, this Release shall be voidable at the sole option of DGC and if so voided the Separation Benefits shall be terminated and subject to repayment.
c. Entire Agreement. This Release, together with the surviving provisions of the Agreement, shall constitute the full and complete agreement between Employee and the Company concerning its subject matter and fully supersedes and replaces all prior discussions, agreements or understandings between Employee and the Company concerning the subject matter hereof.
| iv |
d. Successors and Assigns. Employee agrees that this Release shall be binding upon and inure to the benefit of the Company and its predecessors, successors, and assigns and they shall all be express third-party beneficiaries to this Release with rights to enforce this Release. This Release shall also be binding upon and inure to the benefit of Employee and Employee’s heirs, administrators, representatives, and executors. Employee may not assign Employee’s rights or obligations under this Release.
e. Modification and Waiver. No provision of this Release may be modified or waived except through a written instrument signed by Employee and an authorized officer of DGC, which writing shall specifically reference this Release and the provision which Employee and DGC intend to modify or waive. No waiver of any term or provision of this Release or of any default hereunder shall affect Employee’s or the Company’s rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar.
14. Voluntary Execution. Employee warrants, represents and agrees that Employee has been encouraged in writing to seek advice regarding this Release from an attorney and tax advisor prior to signing this Release; that this Release represents written notice to do so; that Employee has been given the opportunity and sufficient time to seek such advice; and that Employee fully understands the meaning and contents of this Release. Employee further represents and warrants that Employee was not coerced, threatened or otherwise forced to sign this Release, and that Employee’s signature appearing hereinafter is voluntary and genuine. In signing this Release, Employee does not rely on nor has Employee relied on any representation or statement, written or oral, not specifically set forth in this Release by the Company or by any of the Company’s agents, representatives, or attorneys with regard to the subject matter, basis, or effect of this Release or otherwise. Employee understands that Employee may take up to [21][45] days to consider whether to enter into this Release. Employee acknowledges that this Release is given solely in exchange for the Separation Benefits and that Employee would not be entitled to such consideration in the absence of signing and not revoking this Release. No change to this Release, material or otherwise, shall re-start the [21][45]-day period.
15. Ability to Revoke Agreement. Employee understands that this Release may be revoked by Employee by notifying DGC in writing of such revocation within seven days of Employee’s execution of this Release and that this Release is not effective until the expiration of such seven-day period. If Employee chooses to revoke this Release, Employee must provide written notification of the revocation to DGC in accordance with the Notice provisions of the Agreement and such notice must be received by the close of business on the seventh day following the date Employee signed this Release in order for the revocation to be effective. Employee understands that upon the expiration of such seven-day period this Release will be binding upon Employee and Employee’s heirs, administrators, representatives, executors, successors and assigns and will be irrevocable.
[Remainder of Page Left Intentionally Blank – Signature Page Follows]
| v |
IN WITNESS WHEREOF, intending to be legally bound hereby, Employee has executed the foregoing Release.
| EMPLOYEE | ||
| Todd J. Vasos | ||
| Date: | ||
NOTE: DO NOT SIGN THIS RELEASE BEFORE YOUR ACTUAL SEPARATION DATE.
[Signature Page to Release]
Exhibit 99
Dollar General Corporation Appoints Jerry W. “JJ” Fleeman Jr., as Chief Executive Officer
Fleeman to succeed Todd Vasos as CEO effective January 1, 2027
GOODLETTSVILLE, Tenn. – (BUSINESS WIRE) – March 24, 2026 – Dollar General Corporation (NYSE: DG) today announced that its Board of Directors has appointed Jerry W. “JJ” Fleeman Jr., to succeed Todd Vasos as Chief Executive Officer (CEO) of Dollar General effective January 1, 2027. The Board intends to appoint Fleeman to serve as a director upon the effective date of the transition.
To assist in the transition, Vasos will continue to serve as CEO until the effective date of the transition, at which time he will serve as Senior Advisor through April 2, 2027. Following the transition, Vasos is expected to remain a member of the Board.
“On behalf of the Board of Directors, I want to express our deep appreciation for Todd's many years of service to Dollar General, including his two terms as CEO. Todd’s steadfast leadership, commitment to our values, and dedication to our employees, customers, communities, and shareholders have shaped this Company in lasting ways. He led Dollar General through transformative change, accelerated growth, and a disciplined return to retail fundamentals, and shaped a stronger, more resilient and strategically focused organization,” said David Rowland, Dollar General’s Chairman of the Board of Directors.
“The Board is looking forward to building on this strong trajectory under the leadership of JJ Fleeman, who brings more than 35 years of experience in grocery retail across strategy, operations, marketing, merchandising and digital innovation,” continued Rowland. “He has a proven CEO track record of establishing a clear strategic vision and driving measurable results. His leadership reflects a deep commitment to strengthening customer relationships, driving strong cultures that enable meaningful employee experiences, and creating lasting impact across the communities he serves.”
During Vasos’ combined ten years as CEO from 2015-2022 and from 2023-present, he has led the Company through periods of significant strategic advancement, robust new store growth and format evolution, digital innovation, and international expansion. Under his leadership, Dollar General launched DG Fresh in 2019 to self-distribute frozen and refrigerated goods, accelerated nonconsumables growth with the 2020 introduction of pOpshelf, and strengthened the Company’s digital presence through the DG Media Network, enhanced app and loyalty offerings, and delivery options. He also expanded access to affordable fresh produce now in more than 7,000 stores, introduced the DG Private Fleet driver program, and guided the Company’s international expansion to Mexico with Mí Super Dollar General.
"Leading our employees, serving our customers, and supporting our communities as CEO has been the defining privilege of my career. Together, we ushered in an era of unrivaled growth while staying true to our mission of Serving Others,” Vasos said. “As a Board member, I had the privilege of participating in the search for our next CEO, and after spending time with JJ and gaining insight into both his servant leadership approach and his eye for retail, I am fully confident in his capability to lead Dollar General into our next chapter of growth and service.”
Fleeman has served as Chief Executive Officer of Ahold Delhaize USA, Inc., a division of global food retailer Ahold Delhaize, and the parent company of leading U.S. omnichannel grocery brands, Food Lion,
Giant Food, The GIANT Company, Hannaford Supermarkets, and Stop & Shop from April 2023. He has also served as a member of the Ahold Delhaize Management Board since April 2023.
During his more than 35 years in grocery retail with Ahold Delhaize companies, Fleeman held a diverse array of roles in strategy, operations, marketing, and merchandising, including President of Peapod Digital Labs from May 2018 to April 2023. In this role, he was responsible for the digital and commercial strategy for Ahold Delhaize USA companies and led the creation of a proprietary e-commerce platform, along with digital and loyalty strategies focused on growing customer relationships. Before leading Peapod Digital Labs, Fleeman served in a wide range of leadership roles for the companies of Ahold Delhaize USA and its predecessor organizations in all aspects of retail from strategy, merchandising, store operations, digital, loyalty, marketing, business development, and store portfolios.
Fleeman’s corporate biography may be obtained by visiting the DG Newsroom.
###
About Dollar General Corporation
Dollar General Corporation (NYSE: DG) is proud to serve as America’s neighborhood general store. Founded in 1939, Dollar General lives its mission of Serving Others every day by providing access to affordable products and services for its customers, career opportunities for its employees, and literacy and education support for its hometown communities. As of January 30, 2026, the Company’s 20,893 Dollar General, DG Market, DGX and pOpshelf stores across the United States and Mi Súper Dollar General stores in Mexico provide everyday essentials including food, health and wellness products, cleaning and laundry supplies, self-care and beauty items, and seasonal décor from our high-quality private brands alongside many of the world’s most trusted brands such as Coca Cola, PepsiCo/Frito-Lay, General Mills, Hershey, J.M. Smucker, Kraft, Mars, Nestlé, Procter & Gamble and Unilever.
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