Big Lots 2013 Annual Report Download - page 79

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• our shareholders approve an agreement to merge or consolidate with an unrelated company or an
agreement to sell or otherwise dispose of all or substantially all of our assets to an unrelated company,
except pursuant to the terms of the 2012 LTIP, which requires the consummation of a merger or
consolidation with another entity or the sale or other disposition of all or substantially all of our assets
(including, without limitation, a plan of liquidation), which has been approved by our shareholders.
Consistent with the provisions of Section 409A (“Section 409A”) of the IRC and the Treasury Regulations
promulgated thereunder, pursuant to our named executive officers’ employment agreements, the senior executive
severance agreements, the 2006 Bonus Plan and the Supplemental Savings Plan (as to all amounts earned and
vested on or after January 1, 2005), a change in control is deemed to occur upon:
• the acquisition by any person or group (as defined under Section 409A) of our common shares that,
together with any of our common shares then held by such person or group, constitutes more than 50%
of the total fair market value or voting power in our outstanding voting securities;
• the acquisition by any person or group, within any one year period, of 30% or more of our outstanding
voting securities;
• a majority of the Board is replaced during any one year period by directors whose appointment or
election is not endorsed by a majority of the directors in office prior to the date of such appointment or
election; or
• the acquisition by any person or group, within any one year period, of 40% or more of the total gross
fair market value of all of our assets, as measured immediately prior to such acquisition(s).
Notwithstanding the foregoing definitions, pursuant to our named executive officers’ employment agreements,
senior executive severance agreements, the 1996 LTIP, the 2005 LTIP, the 2012 LTIP, and the 2006 Bonus Plan, a
change in control does not include any transaction, merger, consolidation or reorganization in which we exchange,
or offer to exchange, newly issued or treasury shares in an amount less than 50% of our then-outstanding voting
securities for 51% or more of the outstanding voting securities of an unrelated company or for all or substantially
all of the assets of such unrelated company.
Pursuant to the employment agreements and senior executive severance agreements, a named executive officer’s
termination in connection with a change in control is generally deemed to occur if, during the applicable protection
period (as discussed in the next paragraph), we or any other party to the change in control (e.g., the unrelated
acquirer or successor company):
• terminate the executive without cause;
• breach a term of the employment agreement, as applicable; or
• constructively terminate the executive (i.e., the executive resigns due to the imposition of a material
adverse change in the executive’s duties, compensation or reporting relationships after our failure to
cure such condition).
The protection period afforded to Mr. Campisi, Ms. Bachmann and Mr. Cooper consists of the three months
preceding a change in control and the two years following a change in control and the protection period afforded to
Mr. Johnson’s and Mr. Rodriguez consists of the two years following a change in control.
Estimated Payments if Triggering Event Occurred at 2013 Fiscal Year-End
The amounts in the following tables are approximations based on various assumptions and estimates. The
actual amounts to be paid can only be determined at the time of the change in control or termination of
employment, as applicable. In the tables that follow, we have made the following material assumptions, estimates
and characterizations:
• Except as otherwise provided in the tables below, the amounts are calculated based on compensation
levels and benefits effective at February 1, 2014, the last day of fiscal 2013.