Big Lots 2009 Annual Report Download - page 109

C-12
(v) Any of items (a) through (u) with respect to any subsidiary, Affiliate, business unit, business group,
business venture or legal entity, including any combination thereof, or controlled directly or indirectly
by the Company whether or not such information is included in the Company’s annual report to
shareholders, proxy statement or notice of annual meeting of shareholders;
(w) Any of items (a) through (u) above may be determined before or after a minority interest’s share as
designated by the Committee;
(x) Any of items (a) through (u) above with respect to the period of service to which the performance goal
relates whether or not such information is included in the Company’s SEC periodic filings, annual
report to shareholders, proxy statement or notice of annual meetings of shareholders;
(y) Total shareholder return ranking position meaning the relative placement of the Company’s total
shareholder return [as determined in (r) above] compared to those publicly held companies in the
Company’s peer group as established by the Committee prior to the beginning of a vesting period or
such later date as permitted under the Code. The peer group shall be comprised of not less than eight
and not more than sixteen companies, including the Company; or
(z) With respect to items (a), (b), (o) and (p) above, other terminology may be used for “earnings income
(loss) per common share” (such as “Basic EPS,” “income (loss) earnings per common share,” “diluted
EPS,” or “income (loss) earnings per common share-assuming dilution”) as contemplated by ASC 260 –
Earnings Per Share (formerly SFAS No. 128), as amended, revised or superseded.
II. The Committee in its sole discretion, in setting the performance objectives in the time prescribed in Section
5, may provide for the making of equitable adjustments (including the income tax effects attributable
thereto), singularly or in combination, to the performance criteria (in Section I A above of this Appendix)
in recognition of unusual or non-recurring events, transactions and accruals for the effect of the following
qualifying objective items (or any particular item(s) within the following items or portion(s) thereof):
(aa) Asset impairments as described in ASC 360 – Property, Plant, & Equipment (formerly SFAS No. 144),
as amended, revised or superseded;
(bb) Costs associated with exit or disposal activities as described by ASC 420 – Exit or Disposal Cost
Obligations (formerly SFAS No. 146), as amended, revised or superseded;
(cc) Impairment charges (excluding the amortization thereof) related to Amortization costs associated with
the acquisition of goodwill or other intangible assets, as described by ASC 350 – Intangibles – Goodwill
and Other (formerly SFAS No. 142), as amended, revised or superseded;
(dd) Merger integration costs;
(ee) Merger transaction costs;
(ff) Any profit or loss attributable to the business operations of a reportable segment as described by ASC
280 – Segment Reporting (formerly SFAS No. 131), as amended, revised or superseded;
(gg) Any profit or loss attributable to a reportable segment as described by ASC 280 – Segment Reporting
(formerly SFAS No. 131), as amended, revised or superseded or an entity or entities acquired during the
period of service to which the performance goal relates;
(hh) Any specified Tax settlement(s) (or combination thereof) with a Tax authority;
(ii) The relevant Tax effect of new Tax legislation enacted after the beginning of the Performance Period or
other changes in Tax law;
(jj) Any extraordinary item, event or transaction as described in ASC 225-20 – Income Statement –
Extraordinary and Unusual Items (formerly Accounting Principles Board Opinion (“APB”) No. 30), as
amended, revised or superseded;
(kk) Any unusual in nature, or infrequent in occurrence items, events or transactions (that are not
“extraordinary” items) as described in ASC 225-20 – Income Statement – Extraordinary and Unusual
Items (formerly APB No. 30), as amended, revised or superseded;