Big Lots 2011 Annual Report Download - page 96

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11.4 Payment of Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect to
a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in
cash or Shares as the Committee determines. The Company may pay earned Cash-Based Awards and Other Stock-
Based Awards in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Award
at the close of the applicable Performance Period, if any, but no later than the fifteenth (15th) day of the third month
after the year in which the Performance Period ended, the award vests (unless a valid deferral election has been
made), or the date the payment was otherwise scheduled to be made.
Article 12. Nonemployee Director Awards
The Board or a committee of the Board shall determine all Awards to Nonemployee Directors. The terms and
conditions of any grant to any such Nonemployee Director shall be set forth in an Award Agreement. Nonemployee
Directors, pursuant to this Article 12 (Nonemployee Director Awards), may be awarded, or may be permitted to
elect to receive, pursuant to the procedures established by the Board or a committee of the Board, all or any portion
of their annual retainer, meeting fees or other fees in Shares, Restricted Stock, Restricted Stock Units, Deferred
Stock Units or other Awards as contemplated by this Plan in lieu of cash.
Article 13. Qualified Performance-Based Awards and Performance Measures
13.1 In General. The Committee shall have the discretionary authority, consistent with Code Section
162(m), to structure any Awards granted to Covered Employees under this Plan to qualify as Qualified
Performance-Based Awards. Only the Committee may grant Awards intended to be Qualified Performance-Based
Awards. With respect to any Award intended to be a Qualified Performance-Based Award, this Plan and the
applicable Award Agreement shall be interpreted and operated consistent with that intention.
13.2 Options and SARs. Compensation attributable to an Option or SAR is deemed to be a Qualified
Performance-Based Award as long as (a) the Committee grants the Option and the SAR, (b) the Exercise Price and
Grant Price, respectively, are not less than the Fair Market Value, and (c) such Option or SAR complies with the
limitations imposed by Section 4.3 (Shares Subject to this Plan and Award Limitations/Annual Award Limits).
13.3 Qualified Performance-Based Awards Other Than Options or SARS. With respect to Qualified
Performance-Based Awards that are not intended to be Options or SARs within the scope of Section 13.2
(Qualified Performance-Based Awards and Performance Measures/Options and SARs), the vesting, exercisability,
lapse of restrictions, payment or grant, as applicable, must be contingent upon the (a) attainment of a pre-
established performance goal or measure (or combination thereof) as specified in this Article 13 (Qualified
Performance-Based Awards and Performance Measures), and (b) certification described in Section 13.9 (Qualified
Performance-Based Awards and Performance Measures/Certification of Performance).
13.4 Pre-Establishment Prerequisite for Qualified Performance-Based Awards Other Than Options
or SARs. With respect to Qualified Performance-Based Awards that are not intended to be Options or SARs
within the scope of Section 13.2 (Qualified Performance-Based Awards and Performance Measures/Options and
SARs), the Committee shall establish in writing on or before the Final Pre-Establishment Date (a) the Covered
Employees to which objective performance goals or measures applicable to a given Performance Period will apply,
(b) the objective performance goals or measures (as described in Article 13 (Qualified Performance-Based Awards
and Performance Measures)) applicable to a given Performance Period, and (c) such performance goals shall state,
in terms of an objective formula or standard, the method for computing the amount of compensation payable to
the Covered Employee Participant if such performance goals are obtained. A formula or standard is objective if
a third party having knowledge of the relevant performance results could calculate the amount to be paid to the
Covered Employee.
13.5 Qualified Performance-Based Awards that have Base Pay or Salary-Based Formula Terms. With
respect to any Qualified Performance-Based Award compensation formula that is based, in whole or in part, on a
percentage of salary or base pay, such salary or base pay must be fixed on or before the Final Pre-Establishment
Date for the service period to which the Qualified Performance-Based Award relates.