Big Lots 2013 Annual Report Download - page 70

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been one-half of the target annual incentive award payout percentage. Subject to the terms of the employment
agreements, the Compensation Committee and the other outside directors retain the right to adjust the payout
percentages and, in the past, have generally done so as deemed necessary to realign an executive’s annual incentive
award opportunity with our compensation philosophy. Pursuant to the terms of the 2006 Bonus Plan, the maximum
annual incentive award payable under the plan to a participant in a single fiscal year is $4,000,000. See the
“Overview of our Executive Compensation Program – Elements of In-Service Compensation – Annual Incentive
Award,” “Overview of our Executive Compensation Program – Employment Agreements” and “Our Executive
Compensation Program for Fiscal 2013 – Annual Incentive Award for Fiscal 2013” sections of the CD&A for more
information regarding the 2006 Bonus Plan and the awards made under that plan for fiscal 2013.
Big Lots 2005 Long-Term Incentive Plan
From January 1, 2006 through May 23, 2012, all employee equity awards, including those made to our named
executive officers, were granted under the 2005 LTIP. We granted only stock options and restricted stock under the
2005 LTIP. Awards under the 2005 LTIP could have been granted to any salaried employee, consultant or advisor
of Big Lots or its affiliates. A participant could have received multiple awards under the 2005 LTIP.
Each stock option granted under the 2005 LTIP allowed the recipient to acquire our common shares, subject to the
completion of a vesting period and continued employment with us through the applicable vesting date. Once vested,
these common shares may be acquired at a fixed exercise price per share and they remain exercisable for the term
set forth in the award agreement. Stock option awards made under the 2005 LTIP vest on the anniversary of the
grant date at a rate of 25% per year over the first four years of the seven year option term. Pursuant to the terms of
the 2005 LTIP, the exercise price of a stock option may not be less than the average trading price of our common
shares on the grant date or, if the grant date occurs on a day other than a trading day, on the next trading day.
Under the restricted stock awards granted pursuant to the 2005 LTIP (other than those made to the outside
directors, which are discussed in the “Director Compensation” section of this Proxy Statement, and those made
to Mr. Fishman pursuant to his retention agreement, which are discussed in the “Overview of Our Executive
Compensation Program – Retention Agreement” section of the CD&A), if we meet the first trigger and the
recipient remains employed by us, the restricted stock will vest at the opening of our first trading window after
the fifth anniversary of the grant date. If we meet the second trigger for any fiscal year ending prior to the fifth
anniversary of the grant date and the recipient remains employed by us, the restricted stock will vest on the first
trading day after we file with the SEC our Annual Report on Form 10-K for the year in which the second trigger is
met. The restricted stock will also vest on a prorated basis in the event that the recipient dies or becomes disabled
after we meet the first trigger but before the fifth anniversary of the grant date. The restricted stock will be
forfeited, in whole or in part, as applicable, if the recipient’s employment with us terminates prior to vesting.
Upon a change in control (as defined in the 2005 LTIP), all awards outstanding under the 2005 LTIP automatically
become fully vested. For a discussion of the change in control provisions in our named executive officers’
employment agreements, senior executive severance agreements and the 2005 LTIP, see the “Potential Payments
Upon Termination or Change in Control – Rights Under Post-Termination and Change in Control Arrangements”
section below.
Big Lots 2012 Long-Term Incentive Plan
Since May 23, 2012, all employee equity awards, including those made to our named executive officers, have been
granted under the 2012 LTIP. The 2012 LTIP authorizes the grants of (1) non-qualified stock options (“NQSOs”),
(2) incentive stock options (“ISOs”) as defined in Section 422 of the IRC, (3) stock appreciation rights (“SARs”),
(4) restricted stock, (5) restricted stock units, (6) deferred stock units, (7) performance shares, (8) performance
share units, (9) performance units, (10) cash-based awards, and (11) other stock-based awards (NQSOs, ISOs,
SARs, restricted stock, restricted stock units, deferred stock units, performance shares, performance share units,
performance units, cash-based awards and other stock-based awards are referred to collectively as “Awards”). All
of our and our affiliates’ employees, outside directors and consultants are eligible to receive Awards under the
2012 LT I P.