Big Lots 2011 Annual Report Download - page 64

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Compensation Program – Retention Agreement” section of the CD&A), if we meet the first trigger and the
recipient remains employed by us, the restricted stock will vest at the opening of our first trading window that is
five years after the grant date. If we meet the second trigger for any fiscal year ending prior to the fifth anniversary
of the grant date and the recipient remains employed by us, the restricted stock will vest on the first trading day
after we file with the SEC our Annual Report on Form 10-K for the year in which the second trigger is met. The
restricted stock will also vest on a prorated basis in the event that the recipient dies or becomes disabled after we
meet the first trigger but before the lapse of five years. The restricted stock will be forfeited, in whole or in part, as
applicable, if the recipient’s employment with us terminates prior to vesting. See the “Our Executive Compensation
Program for Fiscal 2011 – Equity for Fiscal 2011” section of the CD&A and the “Potential Payments Upon
Termination or Change in Control – Rights Under Post-Termination and Change in Control Arrangements” section
below for more information regarding the equity awards made under the 2005 LTIP in fiscal 2011.
Upon a change in control (as defined in the 2005 LTIP), all awards outstanding under the 2005 LTIP automatically
become fully vested. For a discussion of the change in control provisions in our named executive officers’
employment agreements and the 2005 LTIP, see the narrative disclosure accompanying the Potential Payments
Upon Termination or Change in Control tables below.
Grants of Plan-Based Awards in Fiscal 2011
The following table sets forth each award made to our named executive officers in fiscal 2011 under the 2006
Bonus Plan and the 2005 LTIP.
Name
Grant
Date
(1)
Award
Date
(2)
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards
(3)
Estimated Future Payouts
Under Equity Incentive
Plan Awards
(4)
All
Other
Stock
Awards:
Number
of
Shares of
Stock or
Units
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(5)
Exercise
or Base
Price of
Option
Awards
($/Sh.)(6)
Grant
Date Fair
Value
of Stock
and
Option
Awards
($)
Threshold
($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#)
(a) (b) - (c) (d) (e) (f) (g) (h) (i) (j) (k) (l)
Mr. Fishman — — 840,000 1,680,000 3,360,000 — — — — — — —
3/7/11 3/3/11 — — — — 250,000 — — — — 10,280,000
3/7/11 3/3/11 — — — — — — — — — —
Mr. Cooper — — 160,500 321,000 642,000 — — — — — — —
3/7/11 3/3/11 — — — — 30,000 — — — — 1,233,600
3/7/11 3/3/11 — — — — — — — 40,000 41.12 582,000
Ms. Bachmann — — 160,500 321,000 642,000 — — — — — — —
3/7/11 3/3/11 — — — — 30,000 — — — — 1,233,600
3/7/11 3/3/11 — — — — — — — 40,000 41.12 582,000
Mr. Haubiel — — 132,000 264,000 528,000 — — — — — — —
3/7/11 3/3/11 — — — — 30,000 — — — — 1,233,600
3/7/11 3/3/11 — — — — — — — 40,000 41.12 582,000
Mr. Martin — — 172,500 345,000 690,000 — — — — — — —
3/7/11 3/3/11 — — — — 25,000 — — — — 1,028,000
3/7/11 3/3/11 — — — — — — — 35,000 41.12 509,250
(1) As discussed in the “Our Executive Compensation Program for Fiscal 2011 – Equity Grant Timing” section
of the CD&A, in fiscal 2011, the Board set as the grant date of these equity awards the second trading day
following our release of results from our last completed fiscal year. This future date was established to allow
the market to absorb and react to our release of material non-public information, and to avoid any suggestion
that the Board, the Compensation Committee or any employee manipulated the terms of the equity awards.
(2) The Award Date represents the date on which the Board authorized the equity-based award and set the
grant date.