Big Lots 2013 Annual Report Download - page 78

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Upon a change in control, all outstanding stock options become exercisable to the full extent of the original
grant and all unvested restricted stock vests. Upon the named executive officer’s termination of employment, all
exercisable stock options then held may be exercised until the earlier of the stock option award expiration date
or one year after termination of employment. Additionally, if termination of employment results from death or
disability, then (1) unvested stock options awarded in fiscal 2009 and after will vest on the day such event occurred,
provided such event occurred at least six months following the grant date, and (2) unvested restricted stock awards
will vest in increments of 20% for each consecutive year of employment completed since the grant date if the first
trigger is met while employed. Any restricted stock awards not vested at termination of employment, for reasons
other than death or disability, will be forfeited.
Mr. Campisi, Ms. Bachmann and Mr. Cooper are entitled to receive continued healthcare coverage for up to two
years following a termination without cause or if terminated in connection with a change in control, plus the
amount necessary to reimburse him or her for the taxes he or she would be liable for as a result of such continued
healthcare coverage (“Tax Gross-Up Amount”). Mr. Johnson and Mr. Rodriguez are entitled to receive continued
healthcare coverage for up to six months following a termination without cause and up to one year following a
termination in connection with a change in control, plus the Tax Gross-Up Amount. Upon a change in control,
each participating named executive officer will receive a lump sum payment of all amounts (vested and unvested)
under the Supplemental Savings Plan. (See the “Nonqualified Deferred Compensation” section above for more
information regarding the Supplemental Savings Plan and our named executive officers’ aggregate balances under
such plans at the end of fiscal 2013.) Additionally, if terminated without cause, Mr. Campisi, Ms. Bachmann and
Mr. Cooper are entitled to continue to receive an automobile or an automobile allowance for one year.
For Mr. Campisi, Ms. Bachmann and Mr. Cooper, their employment agreements do not require us to reimburse
them for the amount of any golden parachute excise tax imposed under Section 4999 of the IRC. Each of their
employment agreements provide that if the payments to be received by the them in connection with a change in
control constitute “excess parachute payments,” their payments and benefits will be reduced to the extent necessary
to become one dollar less than the amount that would generate an excise tax liability unless they would be in a
better net after-tax position without any such reduction, in which case payments and benefits will not be reduced.
For Mr. Johnson and Mr. Rodriguez, 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.
Mr. Fishman’s employment agreement terminated with us on May 3, 2013. On May 3, 2013, we entered into the
RCA with Mr. Fishman. Pursuant to the RCA, in exchange for providing 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.
Change in Control Described
Generally, pursuant to the 1996 LTIP, the 2005 LTIP, the 2012 LTIP, the Supplemental Savings Plan (as to amounts
earned and vested before January 1, 2005, including earnings attributable to such amounts), a change in control is
deemed to occur if:
• any person or group (as defined in Section 13(d) under the Exchange Act) becomes the beneficial owner,
or has the right to acquire, 20% or more of our outstanding voting securities;
• a majority of the Board is replaced within any two-year period by directors not nominated and approved
by a majority of the directors in office at the beginning of such period (or their successors so nominated
and approved), or a majority of the Board at any date consists of persons not so nominated and
approved; or