Big Lots 2009 Annual Report Download - page 102

C-5
amount of a Participant’s Bonus or total pool dollars available (or a formula to calculate pool dollars
available), if the performance goals for the Performance Period are achieved, and (c) provide for an
actual Bonus (which may be based on a formula to calculate the percentage of the pool to be distributed
to a particular Participant) based on the extent to which the performance goals were achieved. The
payout table or formula may include a “floor” which is the level of achievement of the performance
goals in which payout begins. In the case of Bonuses which are stated in terms of a percentage of
a Bonus pool, the sum of the individual percentages for all Participants in the pool cannot exceed
100 percent. In no case shall a reduction in a Bonus of one Participant result in an increase in another
Participant’s Bonus.
5.07. After the end of each Performance Period or such earlier date if the performance objective(s) are
achieved, the Committee shall certify in writing, prior to the unconditional payment of any Bonus,
which performance objective(s) for the Performance Period were satisfied and to what extent they were
satisfied. The Committee (or its designee) shall determine the actual Bonus for each Participant based
on the payout table/formula established in Section 5.05 or 5.06, as the case may be.
5.08. The Committee, in its discretion, may cancel or decrease a Bonus calculated under this Plan, but with
respect to Covered Associates, may not under any circumstances increase such Bonus calculated under
this Plan.
5.09. Any other provision of the Plan notwithstanding, the maximum aggregate Bonus payable to a
Participant for a particular Fiscal Year may not exceed $4,000,000 $3,000,000.
6. PAYMENT OF INCENTIVE BONUSES
6.01. In General. Once a Bonus has vested and the amount thereof is determined, payment of the Bonus
(or the portion thereof not deferred under Section 6.04) shall be made pursuant to Section 6.02 or, if
properly and timely elected, pursuant to Section 6.04, shall be deferred in accordance with Section 6.04.
6.02. Current Payment. A Participant’s Bonus for a Performance Period, which is not deferred in accordance
with the provisions of Section 6.04 hereof, and a Participant’s Bonus, whether or not he/she elected
deferred-payment thereof, for the Fiscal Year in which his/her employment Terminates, if any, as
determined in accordance with Section 4.04, shall be paid in immediately available funds to the
Participant, or his/her Beneficiary in the event of his/her death, no later than the later of (a) the 15th day
of the third month following the Participant’s first taxable year in which such Bonus is no longer subject
to a substantial risk of forfeiture (within the meaning of IRC section 409A) or (b) the 15th day of the
third month following the end of the first taxable year of the service recipient (within the meaning of
IRC section 409A) in which such Bonus is no longer subject to a substantial risk of forfeiture.
6.03. Conditional Payment. The Committee may authorize a Payment of a Participant’s Bonus to a
Participant, other than a Covered Employee, based upon the Committee’s good faith determination
that the relevant performance objectives have been satisfied. The Conditional Payment, at the
discretion of the Committee may be discounted to reasonably reflect the time value of money for the
prepayment. The amount of the Conditional Payment that will be returned to the Company is equal to
the Conditional Payment less the Bonus payment that has vested, if any. For example, if the floor (see
Section 5.05) was not attained for the performance goal or target for the Performance Period, all of
the Conditional Payment made for that Performance Period to the Participant must be returned to the
Company. Return of all or a portion of the Conditional Payment shall be made reasonably soon after it is
determined the extent to which the performance goal or target was not achieved. Conditional payments
shall not be made in connection with bonuses that otherwise would be subject to IRC section 409A if
paid in the ordinary course.