Big Lots 2013 Annual Report Download - page 55

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The term of each employment agreement will remain effective as long as we employ the executive unless we and
the executive mutually agree to amend or terminate his or her employment agreement, except that Mr. Campisi’s
employment agreement provides for an initial two-year term, with automatic renewal for additional one-year terms
upon the expiration of the initial term and any renewal term, unless either party gives notice of non-renewal to the
other party. In connection with Mr. Campisi’s permanent relocation to the Columbus, Ohio area, his employment
agreement required us to provide him with relocation benefits in accordance with our policies for senior
employees, which generally include reimbursement of expenses related to visits to the Columbus area to identify
a permanent residence, temporary housing in advance of moving into a permanent residence in the Columbus
area, household moving and storage costs, assistance in marketing his current residence, a guaranteed buyout of
his current residence if a buyer is not identified within 60 days of the initial listing, and a bonus on the sale of his
current residence of up to 5% of the sales price of the current residence. If, within one year of the effective date
of his employment agreement, Mr. Campisi voluntarily terminates his employment (other than as a result of a
constructive termination) or is terminated for cause, he is required to reimburse us for all relocation benefits we
paid to him.
Each employment agreement also imposes several restrictive covenants on the executive that survive the
termination of his or her employment, including confidentiality (infinite), non-solicitation (two years), non-
disparagement (infinite), non-competition (two years for Mr. Campisi and one year for the other executives, but
reduced to six months for each executive following a change in control), and continuing cooperation (infinite).
The consequences of termination of employment under the employment agreements depend on the circumstances
of the termination and are discussed below.
Senior Executive Severance Agreements and Severance Arrangements
We are a party to a senior executive severance agreement with Mr. Johnson, Mr. Rodriguez and several of our
other key officers who are not parties to an employment agreement. Messrs. Campisi, Cooper, Fishman, Haubiel
and Martin and Ms. Bachmann are not (or were not in the case of Mr. Fishman, Mr. Haubiel and Mr. Martin)
a party to such a senior executive severance agreement as post-termination and change in control provisions
are contained in each of their respective employment agreements (as discussed in the following section). The
senior executive severance agreements expire on the anniversary of the date of execution and are automatically
renewed for an additional year unless we provide the executive at least 30 days notice of non-renewal. The senior
executive severance agreements provide for the following severance benefits if, within 24 months after a change
in control (as defined in the agreements), the executive is terminated by us, other than for cause or as a result of a
constructive termination (as such terms are defined in the agreements): (i) a lump-sum payment equal to 200% of
the executive’s then current annual salary and maximum annual incentive award; and (ii) for a period of one year,
the executive is entitled to participate in any group life, hospitalization or disability insurance plan, health program
or other executive benefit plan generally available to similarly titled executive officers. The executive will become
entitled to reimbursement of legal fees and expenses incurred by the executive in seeking to enforce their rights
under the agreement. Additionally, to the extent that payments to the executive pursuant to the senior executive
severance agreement (together with any other amounts received by the executive in connection with a change in
control) would trigger the provisions of Sections 280G and 4999 of the IRC, payments under the agreement will be
increased to the extent necessary to place the executive in the same after-tax position as the executive would have
been if no excise tax or assessment had been imposed on any such payment to the executive under the agreement or
any other payment that the executive may receive as a result of such change in control. The compensation payable
on account of a change in control may be subject to the deductibility limitations of Sections 162(m) and/or 280G of
the IRC.
Retirement and Consulting Agreement
On May 3, 2013, Mr. Fishman resigned as CEO and President, and on May 30, 2013, Mr. Fishman retired as
Chairman of the Board. The Board determined that it is in our best interests for Mr. Fishman to continue to provide
services to us in a consulting capacity following his retirement and to ensure that he cannot perform services for
a competitor. Accordingly, on May 3, 2013, we entered into a Retirement and Consulting Agreement (“RCA”)
with Mr. Fishman to provide for Mr. Fishman’s continued services and a smooth transition of leadership to
Mr. Campisi. The term of the RCA began upon Mr. Fishman’s resignation as our CEO and President, and continues
for a three-year period. The RCA requires Mr. Fishman to provide such services as are reasonably requested by