ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;


           APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
           OFFICERS.

On April 5, 2021, Dollar General Corporation (the "Company") entered into new employment agreements, in each case effective April 1, 2021 (collectively, the "Employment Agreements" and individually, the "Employment Agreement"), with John W. Garratt, Executive Vice President and Chief Financial Officer, Jeffery C. Owen, Chief Operating Officer, Rhonda M. Taylor, Executive Vice President and General Counsel, and Carman R. Wenkoff, Executive Vice President and Chief Information Officer (collectively, the "Named Executive Officers"). The Employment Agreements replace the employment agreements that were in place between the Company and each of the Named Executive Officers.

The initial term of each of the Employment Agreements extends until March 31, 2024, unless earlier terminated in accordance with the provisions of the Employment Agreement, subject to automatic month to month extensions for up to six months unless the Company gives written notice within the time frame set forth in the Employment Agreement that no extension or further extension, as applicable, will occur or unless certain other conditions specified in the Employment Agreement occur.

Each of the Employment Agreements provides for various customary business protection provisions, including non-competition, non-solicitation, non-interference, non-disparagement, and confidentiality and non-disclosure provisions, facilitates the implementation of the Company's clawback policy, and provides:

· for a minimum annual base salary ($798,515 for Mr. Garratt, $848,640 for

Mr. Owen, $629,642 for Ms. Taylor, and $625,000 for Mr. Wenkoff), which may be
   increased from time to time in the sole discretion of the Company;

· that incentive compensation shall be determined and paid under the Company's


   annual bonus program for officers, as it may be amended from time to time, at
   each Named Executive Officer's applicable grade level; and

· that the applicable Named Executive Officer shall be entitled to receive

executive perquisites, fringe and other benefits as are provided to officers at

the same grade level as the applicable Named Executive Officer under any of the

Company's plans and/or programs in effect from time to time and shall be

eligible to participate in those various Company welfare benefit plans,

practices and policies in place during the term of the Employment Agreement to

the extent allowed under and in accordance with the terms of those plans, as

well as in any other benefit plans the Company offers to similarly-situated

officers or other employees from time to time during the term of the Employment


   Agreement.

In addition, pursuant to each Employment Agreement, and subject to limited conditions set forth therein, if the Named Executive Officer is terminated by the Company without cause (as defined in the Employment Agreement) or if the Named Executive Officer resigns from the Company for good reason (as defined in the Employment Agreement), or if the Named Executive Officer resigns within 60 days after the Company's failure to offer to renew, extend or replace the Employment Agreement before, at or within six months after the end of its original term or any term provided for in a written renewal or extension of the original term (with limited exceptions outlined in the Employment Agreement), he or she shall be entitled to (1) continued base salary payments for 24 months (subject to timing and form of payment provisions set forth in the Employment Agreement); (2) a lump sum payment of two times the amount of the average percentage of target bonus paid to the Named Executive Officer under the Company's annual bonus program with respect to the Company's two most recently completed fiscal years preceding the fiscal year in which the termination date occurs multiplied by the Named Executive Officer's target bonus level and base salary applicable immediately preceding the termination (subject to certain additional calculation provisions set forth in the Employment Agreement); (3) a lump sum payment equal to two times the annual contribution that would have been made by the Company in respect of the plan year in which the termination occurs for his or her participation in the Company's medical, pharmacy, dental and vision benefits programs; and (4) reasonable outplacement services, as determined and provided by the Company, for one year or until other employment is secured, whichever comes first.

The foregoing description of the Employment Agreements is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the complete text of the Form of Employment Agreement which is attached hereto as Exhibit 99 and incorporated by reference as if fully set forth 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.

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