Big Lots 2013 Annual Report Download - page 56

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the Board or Mr. Campisi, including assistance in the transition of leadership and matters relating to business
strategy. The RCA imposes several restrictive covenants on Mr. Fishman, including continuing cooperation
(six years), non-solicitation of employees and third parties with whom we have a business relationship (three years),
confidentiality (infinite), non-disparagement (infinite) and non-competition (three years but reduced to six months
following a change in control). In exchange for providing the consulting services and complying with the restrictive
covenants set forth in the RCA, we will reimburse Mr. Fishman for the reasonable expenses he incurs in the
performance of the consulting services, pay him a monthly consulting fee of $77,777, permit him to continue to
use the automobile we furnished to him prior to his retirement and provide him with welfare benefits equivalent
to the welfare benefits we provided to him immediately prior to his retirement. Mr. Fishman is also eligible to
receive a special retainer equal to the amount, if any, that he would have otherwise been entitled to receive under
our fiscal 2013 bonus program, without proration, pursuant to the same performance terms and conditions that
were set by the Committee during its most recent annual review of executive compensation in March 2013. Based
on our performance in fiscal 2013, Mr. Fishman did not receive any special retainer with respect to fiscal 2013.
The consulting services constitute the continued provision of services for purposes of the nonqualified stock
option award granted to Mr. Fishman on March 6, 2009 (which was exercisable into 307,510 common shares as of
the effective date of his resignation), but the termination of, or his refusal to provide, the consulting services will
constitute a termination of employment for purposes of that award. Upon Mr. Fishman’s death or disability or our
termination of the RCA without cause, Mr. Fishman (or his estate) will continue to receive the monthly consulting
fee for the remainder of the consulting period. If we terminate the RCA for cause or Mr. Fishman voluntarily
terminates the RCA, our obligation to pay the monthly consulting fee will immediately terminate.
Post-Termination and Change in Control Arrangements
The employment agreements described above provide for potential severance and change in control payments
and other consideration. Our equity compensation plans also provide for the accelerated vesting of outstanding
stock options, time-vested restricted stock, performance share units and restricted stock units in connection with a
change in control.
The severance provisions of the employment agreements and the senior executive severance agreements are
intended to address competitive concerns by providing the executives with compensation to alleviate the
uncertainty associated with foregoing other opportunities and, if applicable, leaving another employer. The change
in control provisions of the employment agreements and severance agreements provide that the executive will
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” structure is intended to enable 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.
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.
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 comparator
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