Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Retention Awards
On August 12, 2024, the Board of Directors of Big Lots, Inc. (the "Company") approved one-time cash retention awards ("Retention Awards") for the executive officers of the Company. The amounts of such Retention Awards for the Chief Executive Officer and the other executive officers are set forth below:
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Bruce K. Thorn, Chief Executive Officer and President
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$
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3,150,000
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Jonathan A. Ramsden, Executive Vice President, Chief Financial and Administrative Officer
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$
|
969,938
|
Ronald A. Robins, Jr., Executive Vice President, Chief Legal and Governance Officer, General Counsel and Corporate Secretary
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$
|
561,068
|
Michael A. Schlonsky, Executive Vice President, Chief Human Resources Officer
|
$
|
561,068
|
The Retention Awards, less any necessary deductions, are payable by the Company to each executive officer as soon as practicable following the date (the "Effective Date") of the executive officer's execution of a letter agreement (the "Retention Agreement") which sets forth the terms and conditions of the respective Retention Award. The Retention Agreements require repayment of the Retention Award by each executive officer if such executive officer's employment is terminated voluntarily by such executive officer, except in the case of a "constructive termination," or by the Company for "cause" (as such terms are defined in the Retention Agreements), in each case, prior to the twelve-month anniversary of the Effective Date.
The foregoing description of the Retention Awards and the terms of the Retention Agreements does not purport to be complete and is qualified in its entirety by reference to the Retention Agreements, the form of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.