Big Lots 2012 Annual Report Download - page 42

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leaving another employer. The change in control provisions of the employment agreements dictate that the
executive would receive certain cash payments and other benefits upon a change in control only if the executive is
terminated in connection with the change in control. This “double trigger” is intended to allow us to rely upon each
named executive officer’s continued employment and objective advice, without concern that the named executive
officer might be distracted by the personal uncertainties and risks created by an actual or proposed change in
control. These potential payments and benefits provide our named executive officers with important protections
that we believe are necessary to attract and retain executive talent. The change in control provisions of the retention
agreement with Mr. Fishman dictate that all outstanding restricted stock awards granted thereunder shall vest as of
the date of a change in control.
While the Committee considers the potential payments upon termination or change in control annually when it
establishes compensation for the applicable year, this information is not a primary consideration in setting salary,
bonus payout percentages or equity compensation amounts. We believe that the objectives of attracting and
retaining qualified executives and providing incentives for executives to continue their employment with us would
not be adequately served if potential payments to a named executive officer upon termination or change in control
were a determinative factor in awarding current compensation.
See the “Potential Payments Upon Termination or Change in Control” narrative disclosure and tables following
this CD&A for a discussion of compensation that may be paid to our named executive officers in connection with a
change in control or the termination of their employment with us.
Indemnification Agreements
Each named executive officer, except for Mr. Wurl, is party to an indemnification agreement with us. Each
indemnification agreement provides the named executive officer with a contractual right to indemnification
from us in the event the executive becomes subject to a threatened or actual claim or lawsuit arising out of his
or her service to us, unless the act or omission of the executive giving rise to the claim for indemnification was
occasioned by his or her intent to cause injury to us or by his or her reckless disregard for our best interests,
and, in respect of any criminal action or proceeding, he or she had reasonable cause to believe his or her conduct
was unlawful. The indemnification agreements are intended to allow us to rely upon each named executive
officer’s objective advice, without concern that the named executive officer might be distracted by the personal
uncertainties and risks created by a threatened or actual claim or lawsuit. We believe that providing our named
executive officers with the important protections under the indemnification agreements is necessary to attract and
retain qualified executives.
Retirement Plans
We maintain four retirement plans: (1) a tax-qualified defined contribution plan (“Savings Plan”); (2) a non-
qualified supplemental defined contribution plan (“Supplemental Savings Plan”); (3) a tax-qualified, funded
noncontributory defined benefit pension plan (“Pension Plan”); and (4) a non-qualified, unfunded supplemental
defined benefit pension plan (“Supplemental Pension Plan”). We believe that the Savings Plan and Supplemental
Savings Plan are generally commensurate with the retirement plans provided by companies in our peer groups, and
that providing these plans allows us to better attract and retain qualified executives. See the narrative disclosure
accompanying the Nonqualified Deferred Compensation tables following this CD&A for a discussion of Savings
Plan and Supplemental Savings Plan. Participation in the Pension Plan and Supplemental Pension Plan, which we
do not believe are material elements of our executive compensation program, is limited to certain employees whose
hire date precedes April 1, 1994. Our named executive officers have not been in the past and are not now eligible to
participate in the Pension Plan or Supplemental Pension Plan.
Our Executive Compensation Program for Fiscal 2012
The Committee takes the lead in establishing executive compensation annually, but seeks approval of compensation
decisions from the other outside directors. The Committee believes having all outside directors approve executive
compensation is consistent with best practices in corporate governance. The Committee also requests from our
CEO performance evaluations and recommendations on the compensation of the other EMC members because of
his direct knowledge of the performance and contributions of each of the other EMC members. Additionally, as