Big Lots 2010 Annual Report Download - page 59

- 43 -
Estimated Payments if Triggering Event Occurred at 2010 Fiscal Year-End
The amounts in the following tables are approximations based on various assumptions and estimates. The actual amounts
to be paid can only be determined at the time of the change in control or termination of employment, as applicable. In the
tables that follow, we have made the following material assumptions, estimates and characterizations:
• Amounts are calculated based on compensation levels and benefits effective at January 29, 2011, the end
of fiscal 2010.
• As noted in the “Non-Equity Incentive Plan Compensation” row in the tables below, the amounts
payable under the 2006 Bonus Plan upon termination: (i) without cause or due to disability or death
are based on the bonus actually earned by the applicable named executive officer for fiscal 2010
performance (which amounts would be prorated if the executive was terminated prior to the end of the
fiscal year for which the bonus was earned); and (ii) in connection with a change in control are equal to
two times the named executive officer’s stretch bonus.
• We have not taken into account the possibility that a named executive officer may be eligible to receive
healthcare benefits from another source following his or her termination. Therefore, the amounts shown
in the “Healthcare Coverage” row in the tables below reflect, consistent with the assumptions that would
be used to estimate the cost of these benefits for financial reporting purposes under generally accepted
accounting principles, the current monthly cost to provide continued healthcare coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) applied to each month these
benefits would be provided by the named executive officer’s employment agreement if terminated
involuntarily without cause or in connection with a change in control. Included in the amounts shown
in the “Healthcare Coverage” row in the tables below are the related Tax Gross-Up Amounts. The
Tax Gross-Up Amount would be paid under the terms of the named executive officer’s employment
agreement.
• The amounts shown in the “Long-Term Disability Benefit” row in the tables below represent 67% of the
named executive officer’s monthly salary, up to a maximum of $25,000 per month in accordance with
the long-term disability insurance we maintain for our named executive officers. This benefit is payable
until the named executive officer is no longer disabled or age 65, whichever occurs earlier. Due to the
speculative nature of estimating the period of time during which a named executive officer may be
disabled, we have presented only one month of disability benefits in the tables below.
• The amounts in the “Accelerated Equity Awards” row under the “Termination upon Disability” and
“Termination upon Death” columns in the tables below represent the value (as of the final trading day
on the NYSE during fiscal 2010) of all of the unvested stock options awarded to our named executive
officers in fiscal 2009 and after. As discussed in the prior section, if a named executive officer dies
or becomes disabled before the last scheduled vesting date of a stock option awarded in fiscal 2009 or
after, the then-remaining unvested portion of that stock option award will vest on the day such event
occurred, provided such event occurred at least six months following the grant date.
• The amounts in the “Accelerated Equity Awards” row under the “Termination in Connection with a
Change in Control” and “Change in Control (without termination)” columns in the tables below include the
value of all unvested stock options that were in-the-money at the end of fiscal 2010 (minus the aggregate
stock option exercise prices) and all unvested restricted stock that would have vested on an accelerated
basis had a change in control occurred as of the end of fiscal 2010. As discussed in the “Overview of Our
Executive Compensation Program - Retention Agreement” section of the CD&A, as to Mr. Fishman, these
amounts include the restricted stock awarded to him in fiscal 2010 and contracted to be awarded to him
in fiscal 2011 and fiscal 2012 pursuant to his Retention Agreement. The value of the restricted stock from
Mr. Fishman’s Retention Agreement that is included in the amounts in the “Accelerated Equity Awards”
row under the “Termination in Connection with a Change in Control” and “Change in Control (without
termination)” columns in the tables below is $23,865,000. Except for the restricted stock awarded to
Mr. Fishman in fiscal 2010 and fiscal 2011 pursuant to his Retention Agreement, these amounts do not
reflect any equity awards that have vested or have been granted in fiscal 2011.
• The closing market price of our common shares on the final trading day on the NYSE during fiscal 2010
was $31.82 per share.