Big Lots 2011 Annual Report Download - page 71

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• 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.
Estimated Payments if Triggering Event Occurred at 2011 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 28, 2012, the
end of fiscal 2011.
• As noted in the “Non-Equity Incentive Plan Compensation” row in the tables below, the amounts
payable under the 2006 Bonus Plan upon termination: (1) without cause or due to disability or death
are based on the bonus actually earned by the applicable named executive officer for fiscal 2011
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 (2) 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 2011) of (1) 20% of the unvested restricted stock awarded to each named
executive officer in March of 2010 (other than Mr. Fishman, whose fiscal 2010 restricted stock award
previously vested) and (2) all of the unvested stock options awarded to our named executive officers
in fiscal 2009 and after. As discussed in the prior section, if termination of employment resulted
from death or disability, then unvested restricted stock awards made under the 2005 LTIP will vest in
increments of 20% for each consecutive year of employment completed since the grant date if the first
trigger is met while employed. The first trigger for the restricted stock awarded to the named executive
officers (other than Mr., Fishman) in March of 2010 was met as a result of our performance in fiscal
2011. Accordingly, 20% of the March 2010 restricted stock awarded to each those named executive
officers would have vested at the end of fiscal 2011 had the executive’s employment terminated on such
date as a result of his death or disability. 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.