Big Lots 2012 Annual Report Download - page 71

- 57 -
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 and/or the termination of his employment with us on February 2, 2013.
Event Occurring at February 2, 2013
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 ($) — 500,000 — — — 1,000,000 —
Non-Equity Incentive Plan
Compensation ($) — 0 — 0 0 1,200,000 —
Healthcare Coverage ($) — 65,252 — — — 65,252 —
Long-Term Disability Benefit ($) — — — 25,000 — — —
Use of Automobile/Automobile
Allowance ($) — 13,708 — — — — —
Accelerated Equity Awards ($) — — — 333,446 333,446 2,079,806 2,079,806
Excise Tax Benefit ($) — — — — — 0 0
Total ($) — 578,960 — 358,446 333,446 4,345,058 2,079,806
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 THE
NARRATIVE DISCUSSION ACCOMPANYING THE TABLES
Section 14A of the Exchange Act 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:
x 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.
x 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 operating profit is an important financial measure, as it is a reflection of both top line sales and
expense control, and when used year-over-year, it has the effect of promoting our long-term financial
health. Our financial performance in fiscal 2012 did not meet our expectations. As a result of such
performance and the emphasis that our executive compensation program places on pay for performance,
the actual compensation realized by our named executive officers in fiscal 2012 was significantly