AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS AMENDMENT TO THE EMPLOYMENT
AGREEMENT (this “ Amendment ”) is made December
15, 2008, between Dollar General Corporation, a Tennessee
corporation (the “ Company ”), and David M.
Tehle (“ Employee ”). Capitalized terms
used in this Amendment and not otherwise defined herein shall have
the meanings assigned to them in the Employment Agreement (as
defined below).
WITNESSETH
:
WHEREAS , the Company and Employee have previously entered
into an Employment Agreement by and between the Company and
Employee dated April 1, 2006 (the “ Employment
Agreement ”); and
WHEREAS, the Company and Employee desire to amend the
Employment Agreement to ensure compliance with Section 409A of the
Internal Revenue Code of 1986, as amended (the “ Code
”).
NOW, THEREFORE , the parties agree to amend the Employment
Agreement, effective as of the date hereof, as follows:
1.
Incentive Bonus
. The following sentence shall be
added to the end of Section 5(b) of the Employment Agreement as a
new last sentence thereof:
“Any bonus payments due hereunder
shall be payable to Employee no later than 2½ months after
the end of the Company’s taxable year or the calendar year,
whichever is later, in which Employee is first vested in such bonus
payments for purposes of Section 409A of the
Code.”
2.
Release; Timing of Severance
Payments . Section 11(b)
of the Employment Agreement shall be amended to delete the first
sentence thereof and insert the following sentence in replacement
thereof:
“In the event of one of the
triggers referenced in Sections 11(a)(i) through (iii) above, then,
on the 60 th day after Employee’s termination of
employment, but contingent upon the execution and effectiveness of
the Release attached hereto and made a part hereof, and subject to
Section 22(n) below, Employee shall be entitled to the
following:”
The Company and Employee hereby agree
that any severance amounts that would otherwise have been payable
during the 60 day period following Employee’s termination of
employment shall instead be payable in a single lump sum on the 60
th day after
