Big Lots 2013 Annual Report Download - page 61

- 49 -
was not met in fiscal 2013. Accordingly, such time-vested restricted stock awards will vest upon the earliest of:
(1) the first trading day after we file with the SEC our Form 10-K for the year in which the second trigger is met;
(2) the opening of our first trading window that is five years after the grant date of the time-vested restricted stock
award; or (3) the death or disability of the named executive officer, in which case 20% of the award will vest for
each consecutive year of employment completed from the grant date to the date of death or disability. The time-
vested restricted stock will be forfeited if the named executive officer’s employment with us terminates prior to
vesting (except as described above in the case of death or disability).
The Committee and the other outside directors believe that the design of the restricted stock awards was preferable
to granting purely time-vested restricted stock awards which would not qualify for the exemption for deductibility
under Section 162(m) of the IRC.
The stock options awarded to our named executive officers in fiscal 2013 have an exercise price equal to the fair
market value of our common shares on the grant date, vest incrementally in equal portions over four years and
expire seven years after the grant date. Additionally, if a named executive officer dies or becomes disabled before
the last scheduled vesting date, the then-remaining unvested portion of the stock option award will vest on the day
such event occurred, provided such event occurred at least six months following the grant date.
The performance share units awarded to Mr. Campisi in fiscal 2013 may be earned in one-third increments if
the market price of our common shares appreciates, for a period of 20 consecutive trading days, to at least 110%,
120% and 130% of the grant date fair market value of $37.13 (i.e., appreciate to $40.84, $44.56, and $48.27) before
Mr. Campisi’s employment terminates or seven years lapse.
On April 1, 2013, after consulting with the other outside directors, the Committee granted additional restricted
stock awards (“Retention Awards”) to Mr. Johnson, Ms. Bachmann, Mr. Cooper and Mr. Haubiel. The purpose
of the Retention Awards was to incentivize these named executive officers to remain with us during the CEO
transition. The number of our common shares underlying each Retention Award is 9,500 for Mr. Johnson, 21,500
for Ms. Bachmann, 13,500 for Mr. Cooper and 19,000 for Mr. Haubiel.
Each Retention Award will vest and be transferred to the executive without restriction on the earlier of: (1) the
first trading day that is 18 months following the grant date; or (2) the first trading day following the executive’s
termination of employment if such termination of employment is the result of the executive’s (A) dismissal by us
without cause (as defined in the Retention Award Agreement) or (B) death or disability (provided, however, if the
executive dies or suffers a disability, only 1/18th of the Retention Award will vest for each consecutive month that
the executive completed with us between the grant date and his or her termination). If termination of employment
is the result of any reason other than the executive’s dismissal by us without cause, death or disability (including by
reason of the executive’s retirement, resignation or dismissal by us for cause), then the Retention Award Agreement
will expire and all of the executive’s rights in the Retention Award will be forfeited. Upon a change in control (as
defined in the 2012 LTIP), any outstanding Retention Awards will vest. Mr. Haubiel’s Retention Award vested as a
result of the termination of his employment in June 2013.
Performance Evaluation
Our CEO, the Committee and the outside directors do not rely solely on predetermined formulas when they
evaluate corporate performance or individual performance. Performance is generally evaluated against the
following objective and subjective factors, although the factors considered may vary for each executive and as
dictated by business conditions:
• long-term strategic goals;
• short-term business goals;
• profit and revenue goals;
• expense goals;
• operating margin improvement;
• same store sales growth versus the industry;
• earnings-per-share growth;