Big Lots 2010 Annual Report Download - page 62

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Charles W. Haubiel II
The following table reflects the payments that would have been due to Mr. Haubiel in the event of a change in
control or the termination of his employment with us on January 29, 2011.
Event Occurring at January 29, 2011
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 ($) — 415,000 — — — 830,000 —
Non-Equity Incentive Plan
Compensation ($) — 410,526 — 410,526 410,526 996,000 —
Healthcare Coverage ($) — 68,789 — — — 68,789 —
Long-Term Disability Benefit ($) — — — 23,171 — — —
Use of Automobile/Automobile
Allowance ($) — 13,200 — — — — —
Accelerated Equity Awards ($) — — — 403,594 403,594 1,270,713 1,270,713
Excise Tax Benefit ($) — — — — — 0 0
Total ($) — 907,515 — 837,291 814,120 3,165,502 1,270,713
PROPOSAL TWO: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT
TO ITEM 402 OF REGULATION S-K, INCLUDING THE CD&A, COMPENSATION TABLES AND
NARRATIVE DISCUSSION
The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that we provide our
shareholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named
executive officers as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the
SEC. The following summary of our executive compensation program describes our compensation philosophy and the
key objectives identified by our Compensation Committee to implement our compensation philosophy.
We believe it is important to provide competitive compensation to attract and retain talented executives to lead
our business. We also believe an executive compensation program should encourage high levels of corporate and
individual performance by motivating executives to continually improve our business in order to promote sustained
profitability and enhanced shareholder value. Consistent with this philosophy, the Compensation Committee
has identified the following key objectives that drive the design of the policies and practices of our executive
compensation program:
• Attract and retain executives by paying them amounts and offering them elements of compensation that
are competitive with and comparable to those paid and offered by most companies in our peer groups. We
believe a key factor in attracting and retaining qualified executives is to provide total compensation that is
competitive with the total compensation paid by companies in our compensation “peer groups.” Each of
the elements of compensation we provide serves a different role in attracting and retaining executives.
• Motivate executives to contribute to our success and reward them for their performance. We use the
bonus and equity elements of our executive compensation program as the primary tools to motivate
our executives to continually improve our business in order to promote sustainable profitability and
enhanced shareholder value. These compensation elements provide executives with meaningful
incentives to meet or exceed the corporate financial goals set by our Board each year. We believe that
our strong results in fiscal 2010, in which we achieved record income from continuing operations and
record operating profit dollars, support the manner in which we are implementing this objective.
• Align the interests of executives and shareholders through incentive-based executive compensation.
The realization and value of bonus opportunities under the 2006 Bonus Plan and equity awarded under
the 2005 Incentive Plan are dependent upon our performance and/or the appreciation in the value of