Big Lots 2014 Annual Report Download - page 55

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- 43 -
Involuntary Termination Without Cause
If a named executive officer is involuntarily terminated without cause (including a constructive termination), the
Severance Plan would entitle the named executive officer to:
• a cash payment equal to the product of (1) the named executive officer’s annualized base salary in effect
on the date of termination and (2) a multiple thereof;
• a cash payment equal to a prorated portion of the bonus that the named executive officer would have
earned for the fiscal year in which the termination occurred had such termination not occurred;
• a cash payment for outplacement assistance;
• continued coverage for the named executive officer under our health plans until the last day of the
calendar month in which the post-termination restriction period applicable to the named executive
officer elapses, plus the amount necessary to reimburse the named executive officer for the taxes he or
she would be liable for as a result of such continued coverage; and
• prorated vesting of all unvested, outstanding restricted stock awards granted to the named executive
officer on or before February 1, 2014 and, upon achievement of the applicable performance trigger,
prorated vesting of all unvested, outstanding RSU awards granted to the named executive officer.
The New Employment Agreement would also entitle Mr. Campisi to these payments and benefits in the event he
terminates his employment with us for “good reason.”
Termination due to Disability or Death
If a named executive officer is terminated as a result of his or her disability or death:
• the Severance Plan would entitle the named executive officer to a cash payment equal to a prorated
portion of the bonus that the named executive officer would have earned for the fiscal year in which the
termination occurred had such termination not occurred;
• unvested restricted stock awards granted under the 2005 LTIP and 2012 LTIP would vest in increments
of 20% for each consecutive year of employment completed since the grant date if the first trigger is met
while employed;
• unvested stock options granted under the 2005 LTIP and 2012 LTIP in fiscal 2009 and after would vest
on the date of termination, provided that such date occurs at least six months following the grant date;
• a prorated portion of the unvested PSUs granted under the 2012 LTIP that the named executive officer
would have earned had the named executive officer remained employed for the entire performance
period would vest upon the certification of the applicable performance condition; and
• a prorated portion of the unvested RSUs granted under the 2012 LTIP would vest on the
termination date.
In addition, under the New Employment Agreement, if Mr. Campisi’s employment is terminated as a result of his
disability or death:
• all of Mr. Campisi’s unvested, outstanding service-based equity grants and awards and RSUs granted
after February 1, 2014 would become fully vested upon termination; and
• a prorated portion of Mr. Campisi’s unvested, outstanding performance-based equity grants and awards
would vest upon the certification of the applicable performance condition and would be paid, if at all,
after the end of the applicable performance period.