Big Lots 2009 Annual Report Download - page 62

- 47 -
Lisa M. Bachmann
The following table reflects the payments that would have been due to Ms. Bachmann in the event of a change in
control or the termination of her employment with us on January 30, 2010.
Event Occurring at January 30, 2010
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 ($) — 440,000 — — — 880,000 —
Non-Equity Incentive Plan
Compensation ($) — 528,000 — 528,000 528,000 1,056,000 —
Healthcare Coverage ($) — 104,512 — — — 104,512 —
Long-Term Disability Benefit ($) — — — 24,567 — — —
Use of Automobile/Automobile
Allowance ($) — 13,200 — — — — —
Accelerated Equity Awards ($) — — — 625,658 625,658 1,993,363 1,993,363
Excise Tax Benefit ($) — — — — — 0 0
Total ($) — 1,085,712 — 1,178,225 1,153,658 4,033,875 1,993,363
PROPOSAL TWO: APPROVAL OF THE AMENDED AND RESTATED BIG LOTS 2005 LONG-TERM
INCENTIVE PLAN
Background
On March 3, 2010, the Board adopted, based on the recommendation of the Compensation Committee (which
we refer to as the “Committee” throughout this discussion of Proposal Two), and proposed that our shareholders
approve, the amended and restated 2005 Incentive Plan. The 2005 Incentive Plan is an omnibus equity
compensation plan that provides for a variety of types of awards, including (i) NQSOs, (ii) ISOs, (iii) SARs,
(iv) restricted stock, (v) restricted stock units, and (vi) performance units (collectively, “Awards”). The 2005
Incentive Plan is intended to meet the requirements for qualified performance-based compensation under Section
162(m) of the IRC so that certain Awards qualify for a federal income tax deduction.
Our shareholders first approved the 2005 Incentive Plan on May 17, 2005, and approved amendments to the
2005 Incentive Plan on May 29, 2008. The purpose of the 2005 Incentive Plan is to advance our interests
by (i) attracting, retaining and motivating participants, (ii) aligning participants’ interests with those of our
shareholders by increasing the participants’ ownership of our common shares, and (iii) qualifying compensation
paid to our executive officers as qualified performance-based compensation under Section 162(m).
The amended and restated 2005 Incentive Plan includes certain amendments for which we desire to obtain
shareholder approval. In addition, we are required to periodically resubmit the 2005 Incentive Plan for shareholder
approval so that certain Awards can continue to qualify as qualified performance-based compensation under
Section 162(m) of the IRC. Therefore, we are seeking shareholder approval with respect to the amended and
restated 2005 Incentive Plan in its entirety. The amended and restated 2005 Incentive Plan will become effective
if and when approved by our shareholders at the Annual Meeting. If our shareholders do not approve the amended
and restated 2005 Incentive Plan, Awards previously granted under the 2005 Incentive Plan will remain valid and
the 2005 Incentive Plan will remain in effect.
Section 162(m) Approval Requirement
Section 162(m) generally provides that we may not deduct more than $1,000,000 of compensation paid during any
fiscal year to our covered employees (i.e., our CEO and our three other highest compensated executives (excluding
the principal financial officer) employed at the end of the fiscal year). However, this limit does not apply to
“qualified performance-based compensation” as defined by Section 162(m). Awards will only constitute qualified