Big Lots 2007 Annual Report Download - page 82

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- 10 -
- 10 -
As amended and restated effective May 29, 2008.
ARTICLE X
PERFORMANCE-BASED AWARDS
10.1Grant of Performance-Based Awards. Any Award may be granted in a form that qualifies as “performance
based compensation” as defined under Code §162(m). As determined by the Committee, in its sole discretion, either
the granting or vesting of Performance-Based Awards will be based on achieving one or more (or any combination
of) performance objectives derived from the criteria listed below over the Performance Period established by the
Committee. However, a particular Performance-Based Award Agreement shall not permit (1) the exercisability of a
Performance-Based Option or Performance-Based SAR before the first anniversary date after its Grant Date, (2) the
lapse of the Restriction Period in the case of a Restricted Stock Award or Restricted Stock Unit Award before the
first anniversary date after its Grant Date, or (3) the vesting of a Performance-Based Performance Unit before the
first anniversary date after its Grant Date, or (4) except upon the attainment of the performance objectives to which
the relevant Award relates, the lapse of the Restriction Period in the case of a Restricted Stock Award or a Restricted
Stock Unit Award or the vesting of a Performance-Based Performance Unit in the event of a Participant's
Termination of Employment (other than due to death or Disability).
10.2Establishing Objectives. With respect to Performance-Based Awards, the Committee will establish in writing
the performance objectives to be applied and the Performance Period (which may not be shorter than 12 fiscal
periods (which may consist of a four or five week period) of the Company except for the inaugural Performance
Period in the case of an employee who first becomes a Participant after the beginning of a fiscal year of the
Company) over which their achievement will be measured, the method for computing the value of the Award that
may be earned if (and to the extent that) those performance objectives are met and the Participants or class of
Participants to which the performance objectives apply. Performance objectives will be established in writing no
later than 90 days after the beginning of the applicable Performance Period (but in no event after 25 percent of the
Performance Period has elapsed).
10.3Performance Goals. Performance criteria imposed on Performance-Based Awards will be derived using the
accounting principles generally accepted in the United States of America and will be reported or appear in the
Company’s periodic filings with the Securities Exchange Commission (including, but not limited to, Forms 8-K, 10-
Q and 10-K) or the Company’s annual report to shareholders and will be derived from one or more (or any
combination of one or more) of the following:
(1)Income (Loss)Earnings per common share from continuing operations; or
(2)Income (Loss)Earnings per common share from income; or
(3)Operating profit (loss), or Operating income (loss), or Income (Loss) from operations (as the case may be);
or
(4)Income (Loss) from continuing operations before unusual or infrequent items; or
(5)Income (Loss) from continuing operations; or
(6)Income (Loss) from continuing operations before income taxes; or
(7)Income (Loss) from continuing operations before extraordinary item and/or cumulative effect of a change
in accounting principle (as the case may be); or
(8)Income (Loss) before extraordinary item and/or cumulative effect of a change in accounting principle (as
the case may be); or
(9)Net income (loss); or
(10)Income (Loss) before other comprehensive income (loss); or
(11)Comprehensive income (loss); or
(12)Income (Loss) before interest and income taxes (sometimes referred to as “EBIT”); or
(13)Income (Loss) before interest, income taxes, depreciation and amortization (sometimes referred to as
“EBITDA”); or