Big Lots 2014 Annual Report Download - page 58

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Estimated Payments if Triggering Event Occurred at 2014 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 January 31, 2015, the last day of fiscal 2014.
• We have not taken into account the possibility that a named executive officer may be eligible to receive
healthcare benefits from another source following his or her termination. Therefore, the amounts shown
in the “Healthcare Coverage” row in the tables below reflect, consistent with the assumptions that
would be used to estimate the cost of these benefits for financial reporting purposes under generally
accepted accounting principles, the current monthly cost to provide continued healthcare coverage
under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) applied to each month
these benefits would be provided to the named executive officer. Included in the amounts shown in
the “Healthcare Coverage” row in the tables below are the related tax gross-up amounts. The amounts
shown in the “Long-Term Disability Benefit” row in the tables below represent 67% of the named
executive officer’s monthly salary, up to a maximum of $25,000 per month in accordance with the long-
term disability insurance we maintain for our named executive officers. This benefit is payable until the
named executive officer is no longer disabled or age 65, whichever occurs earlier. Due to the speculative
nature of estimating the period of time during which a named executive officer may be disabled, we
have presented only one month of disability benefits in the tables below.
• The amounts in the “Accelerated Equity Awards” row under the “Termination upon Disability” and
“Termination upon Death” columns in the tables below represent the value (as of the final trading day
on the NYSE during fiscal 2014) of (1) 60% of the unvested restricted stock awarded to each named
executive officer in March of 2011, (2) 40% of the unvested restricted stock awarded to each named
executive officer in March of 2012, (3) 20% of the unvested restricted stock awarded to each named
executive officer in March of 2013, (4) all of the unvested stock options awarded to our named executive
officers in fiscal 2009 and after, and (5) a prorated portion of the unvested RSUs granted under the 2012
LTIP. As discussed in the prior section, if termination of employment resulted from death or disability,
then unvested restricted stock awards made under the 2005 LTIP and 2012 LTIP 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. The first trigger for the restricted stock awarded to the named executive officers
in March 2011, March 2012 and March 2013 was met as a result of our performance in fiscal 2011, fiscal
2012 and fiscal 2013, respectively. Accordingly, 60% of the March 2011 restricted stock award, 40%
of the March 2012 restricted stock award and 20% of the March 2013 restricted stock award awarded
to each those named executive officers would have vested at the end of fiscal 2014 had the executive’s
employment terminated on such date as a result of his death or disability. As discussed in the prior
section, if a named executive officer dies or becomes disabled before the last scheduled vesting date
of a stock option awarded in fiscal 2009 or after, the then-remaining unvested portion of that stock
option award will vest on the day such event occurred, provided such event occurred at least six months
following the grant date.
• The amounts in the “Accelerated Equity Awards” row under the “Termination in Connection with a
Change in Control” and “Change in Control (without termination)” columns in the tables below include
the value of all unvested stock options that were in-the-money at the end of fiscal 2014 (i.e., the closing
market price of our common shares on the final trading day of fiscal 2014 less the applicable exercise
price) and all unvested restricted stock, RSUs and PSUs that would have vested on an accelerated basis
had a change in control occurred as of the end of fiscal 2014. These amounts do not reflect any equity
awards that vested in fiscal 2014.
• The closing market price of our common shares on the final trading day on the NYSE during fiscal 2014
was $45.91 per share.