Big Lots 2009 Annual Report Download - page 49

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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 in fiscal 2009, fiscal 2008 and fiscal 2007, the salary and
non-equity incentive plan compensation (i.e., bonuses earned under the 2006 Bonus Plan) for each named
executive officer was as follows:
Name
Fiscal 2009 Fiscal 2008 Fiscal 2007
Salary
(%)
Non-Equity
Incentive Plan
Compensation
(%) Salary (%)
Non-Equity
Incentive Plan
Compensation
(%) Salary (%)
Non-Equity
Incentive Plan
Compensation
(%)
Mr. Fishman 12.3 24.5 11.9 23.9 10.9 19.4
Mr. Cooper 25.5 30.5 24.9 29.7 25.2 22.5
Mr. Waite 27.2 40.8 27.6 40.8 25.7 34.2
Mr. Martin 30.0 36.0 29.6 35.0 29.4 31.4
Ms. Bachmann 25.3 30.4 25.0 29.6 25.7 22.8
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 2009
table that follows.
Big Lots 2006 Bonus Plan
The 2006 Bonus Plan provides for cash compensation, which is intended to qualify as “qualified 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 Compensation Committee and other
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 (which
will be increased to $4,000,000 if Proposal Three is approved). 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 2009 – Bonus for Fiscal 2009”
sections of the CD&A for more information regarding the 2006 Bonus Plan and the awards made under that plan
for fiscal 2009. See Proposal Three for a description of the proposed amendments to the 2006 Bonus Plan.