Big Lots 2008 Annual Report Download - page 48

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(7) We purchase tickets to entertainment and sporting venues for the primary purpose of allowing employees to
use such tickets in furtherance of our business. Because we incur no incremental cost if a named executive
officer uses such tickets for purposes other than our business, such tickets are not included in the amounts
included in this column.
(8) As a percentage of their total compensation, the named executive officers’ respective salary and non-equity
incentive plan compensation (i.e., bonuses earned under the 2006 Bonus Plan) for fiscal 2008 were as follows:
Mr. Fishman: 13.0% and 26.1%; Mr. Cooper: 27.7% and 33.0%; Mr. Waite: 28.3% and 41.8%; Mr. Martin:
32.2% and 38.1%; and Mrs. Bachmann: 27.7% and 32.9%. As a percentage of their total compensation, the
named executive officers’ respective salary and non-equity incentive plan compensation (i.e., bonuses earned
under the 2006 Bonus Plan) for fiscal 2007 were as follows: Mr. Fishman: 13.1% and 23.3%; Mr. Cooper:
30.5% and 27.2%; Mr. Waite: 27.4% and 36.5%; Mr. Martin: 33.8% and 36.2%; and Mrs. Bachmann: 31.0%
and 27.5%. As a percentage of their total compensation, the named executive officers’ respective salary and
non-equity incentive plan compensation (i.e., bonuses earned under the 2006 Bonus Plan) for fiscal 2006 were
as follows: Mr. Fishman: 24.1% and 40.9%; Mr. Cooper: 40.3% and 40.8%; Mr. Waite: 31.7% and 47.8%; Mr.
Martin: 38.7% and 46.5%; and Mrs. Bachmann: 40.7% and 41.1%.
Bonus and Equity Plans
The amounts reported in the Summary Compensation Table above include amounts earned under the 2006 Bonus
Plan and the 2005 Incentive Plan. Below is a description of the material terms of each plan and the awards made
under those plans to the named executive officers, as reflected in the Grants of Plan-Based Awards in Fiscal 2008
table that follows.
Big Lots 2006 Bonus Plan
The 2006 Bonus Plan provides for cash compensation, which is intended to qualify as “performance based
compensation” under Section 162(m), to be paid annually when we meet or exceed minimum corporate
performance amounts under one or more financial measures approved by the outside directors at the start of the
fiscal year. Whether we will achieve the minimum corporate performance amounts is substantially uncertain at
the time the corporate performance amounts and financial measures are established. No right to a minimum bonus
exists, and the Compensation Committee has the discretion to cancel or decrease a bonus (but may not increase a
bonus for a covered employee (as that term is used within Section 162(m)) calculated under the 2006 Bonus Plan.
Any payments made with respect to a fiscal year are made in the first quarter of the following fiscal year. The
bonus awards that may be earned under the 2006 Bonus Plan range from the floor to the stretch bonus payout
percentages, and include all amounts in between. The smallest target and stretch bonus payout percentages that
may be set annually for the named executive officers are set forth in their respective employment agreements.
The floor bonus payout percentage is set annually by the Compensation Committee and other outside directors
and has historically been one-half of the target bonus payout percentage. Subject to the terms of the employment
agreements, the Compensation Committee and the other outside directors retain the right to adjust the payout
percentages and, in the past, have generally done so as deemed necessary to realign an executive’s bonus
opportunity with our compensation philosophy. Pursuant to the terms of the 2006 Bonus Plan, the maximum
bonus payable under the plan to a participant in a single fiscal year is $3,000,000. See the “Overview of our
Executive Compensation Program – Elements of In-Service Compensation – Bonus,” “Overview of our Executive
Compensation Program – Employment Agreements” and “Our Executive Compensation Program for Fiscal 2008 –
Bonus for Fiscal 2008” sections of the CD&A for more information regarding the 2006 Bonus Plan and the awards
made under that plan for fiscal 2008.
Big Lots 2005 Long-Term Incentive Plan
Since January 1, 2006, all employee equity awards, including those made to the named executive officers, have
been granted under the 2005 Incentive Plan. The 2005 Incentive Plan authorizes the grant of nonqualified stock
options (“NQSOs”), incentive stock options, as defined in Section 422 of the IRC (“ISOs”), stock appreciation
rights (“SARs”), restricted stock, restricted stock units and performance unit awards, any of which may be granted
on a stand-alone, combination or tandem basis. To date, we have granted only stock options and restricted stock
under the 2005 Incentive Plan.