Big Lots 2009 Annual Report Download - page 58

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Change in Control Described
Generally, pursuant to the 1996 Incentive Plan, the 2005 Incentive Plan and the Supplemental Savings Plan (as to
amounts earned and vested before January 1, 2005, including earnings attributable to such amounts), a change in
control is deemed to occur if:
• any person or group (as defined in Section 13(d) under the Exchange Act) becomes the beneficial owner,
or has the right to acquire, 20% or more of our outstanding voting securities;
• a majority of the Board is replaced within any two-year period by directors not nominated and approved
by a majority of the directors in office at the beginning of such period (or their successors so nominated
and approved), or a majority of the Board at any date consists of persons not so nominated and
approved; or
• our shareholders approve an agreement to merge or consolidate with an unrelated company or an
agreement to sell or otherwise dispose of all or substantially all of our assets to an unrelated company.
Consistent with the provisions of Section 409A and the Treasury Regulations promulgated thereunder, pursuant
to the named executive officers’ employment agreements, the 2006 Bonus Plan, the Supplemental Pension Plan
and the Supplemental Savings Plan (as to all amounts earned and vested on or after January 1, 2005), a change in
control is deemed to occur upon:
• the acquisition by any person or group (as defined under Section 409A) of our common shares that,
together with any of our common shares then held by such person or group, constitutes more than 50%
of the total fair market value or voting power in our outstanding voting securities;
• the acquisition by any person or group, within any one year period, of 30% or more of our outstanding
voting securities;
• a majority of the Board is replaced during any one year period by directors whose appointment or
election is not endorsed by a majority of the directors in office prior to the date of such appointment or
election; or
• the acquisition by any person or group, within any one year period, of 40% or more of the total gross
fair market value of all of our assets, as measured immediately prior to such acquisition(s).
Notwithstanding the foregoing definitions, pursuant to the named executive officers’ employment agreements,
the 1996 Incentive Plan, the 2005 Incentive Plan and the 2006 Bonus Plan, a change in control does not include
any transaction, merger, consolidation or reorganization in which we exchange, or offer to exchange, newly
issued or treasury shares in an amount less than 50% of our then-outstanding voting securities for 51% or more
of the outstanding voting securities of an unrelated company or for all or substantially all of the assets of such
unrelated company.
Pursuant to the employment agreements, a named executive officer’s termination in connection with a change in
control is generally deemed to occur if, during the applicable protection period (as discussed in the next paragraph),
we or any other party to the change in control (e.g., the unrelated acquirer or successor company):
• terminate the executive without cause;
• breach a term of the employment agreement; or
• constructively terminate the executive (i.e., the executive resigns due to the imposition of a material
adverse change in the executive’s duties, compensation or reporting relationships after our failure to
cure such condition).
The protection period afforded to Mr. Fishman consists of the six months preceding a change in control and the two
years following a change in control. The protection period afforded to the other named executive officers consists
of the three months preceding a change in control and the two years following a change in control.