Big Lots 2008 Annual Report Download - page 60

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Lisa M. Bachmann
The following table reflects the payments that would have been due to Mrs. Bachmann in the event of a change in
control or the termination of her employment with us on January 31, 2009.
Event Occurring at January 31, 2009
Involuntary
Termination
with
Cause
Involuntary
Termination
without
Cause
Voluntary
Termination
Termination
upon
Disability
Termination
upon
Death
Termination
in Connection
with a Change
in Control
Change in
Control
(without
termination)
Salary/Salary Continuation ($) — 440,000 — — — 880,000 —
Non-Equity Incentive Plan
Compensation ($) — 517,792 — 517,792 517,792 1,056,000 —
Healthcare Coverage ($) — 82,289 — — — 82,289 —
Long-Term Disability Benefit ($) — — — 24,567 — — —
Use of Automobile/Automobile
Allowance ($) — 13,200 — — — — —
Accelerated Equity Awards ($) — — — — — 402,883 402,883
Excise Tax Benefit ($) — — — — — 0 0
AUDIT COMMITTEE DISCLOSURE
General Information
The Audit Committee consists of three outside directors of the Board. Our common shares are listed on the NYSE.
The members of the Audit Committee have been reviewed by the Board and determined to be independent within
the meaning of all applicable SEC regulations and the listing standards of the NYSE.
The charter of the Audit Committee states that the purpose of the Audit Committee is to assist the Board in its
oversight of:
• the integrity of our financial statements and financial reporting process, and our systems of internal
accounting and financial controls;
• our compliance with legal and regulatory requirements, including our disclosure controls and
procedures;
• the annual independent audit of our financial statements, the engagement of the independent registered
public accounting firm, and the evaluation of the firm’s qualifications, independence and performance;
• the performance of our internal audit function;
• the evaluation of enterprise risk issues; and
• the fulfillment of other responsibilities set forth in its charter.
The full text of the Audit Committee’s charter is available in the Investor Relations section of our website
(www.biglots.com) under the “Corporate Governance” caption. The Audit Committee regularly reviews its
responsibilities as outlined in its charter, prepares an annual agenda to include all of its responsibilities and
conducts a self-assessment and review of the charter annually. The Audit Committee believes it fulfilled its
responsibilities under the charter in fiscal 2008.
The Audit Committee schedules its meetings with a view towards ensuring that it devotes appropriate attention to
all of its responsibilities. The Audit Committee’s meetings include, whenever appropriate, executive sessions with
the independent registered public accounting firm and the internal audit service provider, in each case without
the presence of management, and discussions with our Chief Financial Officer and internal auditor in separate
sessions, in each case without the presence of additional members of management. The Audit Committee also
meets in executive session without the presence of anyone else, whenever appropriate.