Big Lots 2013 Annual Report Download - page 77

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(2) The amounts in this column are included in the “All Other Compensation” column of the Summary
Compensation Table for fiscal 2013.
(3) The amounts in this column are not included in the Summary Compensation Table as these amounts reflect
only the earnings on the investments designated by the named executive officer in his or her Supplemental
Savings Plan account in fiscal 2013 (i.e., appreciation or decline in account value). The amounts in this
column do not include any above-market or preferential earnings, as defined by Item 402(c)(2)(viii) of
Regulation S-K and the instructions thereto.
Potential Payments Upon Termination or Change in Control
The “Rights Under Post-Termination and Change in Control Arrangements” section below addresses the rights
of our executive’s under their employment agreements and other compensation arrangements upon a change in
control or in the event their employment with us is terminated. The “Estimated Payments if Triggering Event
Occurred at 2013 Fiscal Year End” section below reflects the payments that may be received by each executive
(or his or her beneficiaries, as applicable) upon a change in control or in the event the executive’s employment
with us is terminated: (1) involuntarily without cause; (2) in connection with the executive’s disability; (3) upon
the executive’s death; or (4) in connection with a change in control. Having terminated prior to the end of fiscal
2013, Mr. Fishman, Mr. Haubiel and Mr. Martin are not eligible for any payments in connection with a change
in control and the amounts shown in the tables in this section reflect the actual amounts paid in connection with
their termination.
Rights Under Post-Termination and Change in Control Arrangements
If a named executive officer who is a party to an employment agreement with us (Mr. Campisi, Ms. Bachmann
and Mr. Cooper) is terminated for cause or due to his or her voluntary resignation, we have no obligation
under the employment agreement to pay any unearned compensation or to provide any future benefits to the
executive. Generally, under the terms of these employment agreements, cause for termination would exist upon
the executive’s:
• failure to comply with our policies and procedures which we reasonably determine has had or is likely
to have a material adverse effect on us or our affiliates;
• willful or illegal misconduct or grossly negligent conduct that is materially injurious to us or
our affiliates;
• violation of laws or regulations governing us or our affiliates or a violation of our codes of ethics;
• breach of any fiduciary duty owed to us or our affiliates;
• misrepresentation or dishonesty which we reasonably determine has had or is likely to have a material
adverse effect on us or our affiliates;
• breach of any provision of the executive’s obligations under his or her employment agreement with us;
• involvement in any act of moral turpitude that has a materially injurious effect on us or our affiliates; or
• breach of the terms of any non-solicitation or confidentiality clauses contained in an employment
agreement with a former employer.
If terminated without cause, except for Mr. Johnson and Mr. Rodriguez, who would continue to receive their
salary for six months, each of the other named executive officers would continue to receive his or her respective
salary for one year. Each named executive officer would receive a lump sum payment equal to two times his or
her respective salary if terminated in connection with a change in control (as discussed below). Additionally, each
named executive officer (1) is eligible (based on our achievement of at least the corporate performance amount
corresponding to the threshold annual incentive award level) to receive a prorated annual incentive award for the
fiscal year in which his or her termination is effective if he or she is terminated without cause or in connection
with his or her death or disability, and (2) will receive two times his or her maximum annual incentive award if
terminated following a change in control.