Big Lots 2012 Annual Report Download - page 65

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Potential Payments Upon Termination or Change in Control
The “Rights Under Post-Termination and Change in Control Arrangements” section below addresses the rights of
our named executive officers under their employment agreements and other compensation arrangements upon a
change in control or in the event their employment with us is terminated. The “Estimated Payments if Triggering
Event Occurred at 2012 Fiscal Year End” section below reflects the payments that may be received by each named
executive officer (or his or her beneficiaries, as applicable) upon a change in control or in the event the executive’s
employment with us is terminated: (1) involuntarily without cause; (2) in connection with the executive’s disability;
(3) upon the executive’s death; or (4) in connection with a change in control. Mr. Wurl resigned on August 22, 2012,
and was not eligible for any payments in connection with a change in control.
Rights Under Post-Termination and Change in Control Arrangements
Under each employment agreement, if a named executive officer is terminated for cause or due to his or her
voluntary resignation, we have no further obligation to pay any unearned compensation or to provide any future
benefits to the executive. Generally, under the terms of each named executive officer’s employment agreement,
cause for termination would exist upon the executive’s:
x failure to comply with our policies and procedures which we reasonably determine has had or is likely
to have a material adverse effect on us or our affiliates;
x willful or illegal misconduct or grossly negligent conduct that is materially injurious to us or
our affiliates;
x violation of laws or regulations governing us or our affiliates or a violation of our codes of ethics;
x breach of any fiduciary duty owed to us or our affiliates;
x misrepresentation or dishonesty which we reasonably determine has had or is likely to have a material
adverse effect on us or our affiliates;
x breach of any provision of the executive’s obligations under his or her employment agreement with us;
x involvement in any act of moral turpitude that has a materially injurious effect on us or our affiliates; or
x breach of the terms of any non-solicitation or confidentiality clauses contained in an employment
agreement with a former employer.
If terminated without cause, Mr. Fishman would continue to receive his salary for two years and, except for
Mr. Johnson, who would continue to receive his salary for six months, each of the other named executive officers
would continue to receive his or her respective salary for one year. Each named executive officer would receive
a lump sum payment equal to two times his or her respective salary if terminated in connection with a change in
control (as discussed below). Additionally, each named executive officer (1) is eligible (based on our achievement
of at least the corporate performance amount corresponding to the threshold bonus level) to receive a prorated
bonus for the fiscal year in which his or her termination is effective if he or she is terminated without cause or in
connection with his or her death or disability, and (2) will receive two times his or her stretch bonus if terminated
following a change in control.
Upon a change in control, all outstanding stock options become exercisable to the full extent of the original
grant and all unvested restricted stock vests. Upon the named executive officer’s termination of employment, all
exercisable stock options then held may be exercised until the earlier of the stock option award expiration date
or one year after termination of employment. Additionally, if termination of employment results from death or
disability, then (1) unvested stock options awarded in fiscal 2009 and after will vest on the day such event occurred,
provided such event occurred at least six months following the grant date, and (2) unvested restricted stock awards
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. Any restricted stock awards not vested at termination of employment, for reasons
other than death or disability, shall be forfeited.
Except for Mr. Johnson, each named executive officer is entitled to receive continued healthcare coverage for
up to two years following a termination without cause or if terminated in connection with a change in control,
plus the amount necessary to reimburse him or her for the taxes he or she would be liable for as a result of such