Big Lots 2014 Annual Report Download - page 57

- 45 -
Upon a change in control, each participating named executive officer would also receive a lump sum payment
of all vested and unvested amounts 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 2014.)
Change in Control Described
Generally, pursuant to 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) and the Severance Plan, 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
• 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 and the Severance Plan, 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, the 2006 Bonus Plan and the
Severance 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.