Big Lots 2012 Annual Report Download - page 157

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The Retention Awards were made pursuant to the 2012 LTIP and the Big Lots 2012 Long-Term Incentive Plan
Restricted Stock Retention Award Agreement (“Retention Award Agreement”), the form of which is filed herewith as
Exhibit 10.14. Each Retention Award will vest and be transferred to the executive without restriction on the earlier of:
(a) the first trading day that is 18 months following the grant date; or (b) the first trading day following the executive’s
termination of employment, but only if such termination of employment is the result of the executive’s (i) dismissal by
us without cause (as defined in the Retention Award Agreement) or (ii) death or disability; provided, however, if the
executive dies or suffers a disability, only 1/18th of the Retention Award will vest for each consecutive month that the
executive completed with us between the grant date and his or her termination. If termination of employment is the
result of any reason other than the executive’s dismissal by us without cause, death or disability (including by reason
of the executive’s retirement, resignation or dismissal by us for cause), then the Retention Award Agreement will
expire and all of the executive’s rights in the Retention Award will be forfeited. Upon a change in control (as defined
in the 2012 LTIP), any outstanding Retention Awards will vest. The foregoing description of the Retention Award
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Retention
Award Agreement which is incorporated by reference into this item.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information contained under the captions “Proposal One: Election of Directors,” “Governance,” and
“Stock Ownership” in the 2013 Proxy Statement, with respect to directors, shareholder nomination procedures,
the code of ethics, the Audit Committee, our audit committee financial experts, and Section 16(a) beneficial
ownership reporting compliance, is incorporated herein by reference in response to this item. The information
contained in Part I under the caption “Supplemental Item. Executive Officers of the Registrant,” with respect to
executive officers, is incorporated herein by reference in response to this item.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the captions “Governance,” “Director Compensation,” and “Executive
Compensation” in the 2013 Proxy Statement, with respect to corporate Compensation Committee interlocks
and insider participation, director compensation, the Compensation Committee Report, and executive
compensation, is incorporated herein by reference in response to this item.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
The following table summarizes information as of February 2, 2013, relating to our equity compensation plans
pursuant to which our common shares may be issued.
Plan Category
Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights (#)
(a)
Weighted-average
exercise price of
outstanding options,
warrants, and rights
($) (b)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in column (a)) (#)
(c)
Equity compensation plans approved
by security holders ................... 3,029,086(1)(2) 34.49 7,792,459(3)
Equity compensation plans not approved
by security holders ................... — — —
Total ................................. 3,029,086 34.49 7,792,459
(1) Includes stock options granted under the 2012 LTIP, the 2005 LTIP, the Director Stock Option Plan and
the 1996 LTIP. In addition, we had 783,609 shares of unvested restricted stock outstanding under the 2012
LTIP and the 2005 LTIP.