Big Lots 2009 Annual Report Download - page 93

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(38) Any change in accounting principle as described in ASC 250, Accounting Changes and Error Corrections
(formerly SFAS No. 154), as amended, revised or superseded; or
(39) Unrealized gains or losses on investments in debt and equity securities as described in ASC 320,
Investments – Debt and Equity Securities (formerly SFAS No. 115), as amended, revised or superseded; or
(40) Any gain or loss recognized as a result of derivative instrument transactions or other hedging activities as
described in ASC 815, Derivatives and Hedging (formerly SFAS No. 133), as amended, revised or superseded; or
(41) Stock-based compensation charges as described in ASC 718, Compensation – Stock Compensation and
ASC 505-50, Equity Based Payments to Non Employees (formerly SFAS No. 123R), as amended, revised or
superseded; or
(42) Any gain or loss as reported as a component of other comprehensive income as described in ASC 220,
Comprehensive Income (formerly SFAS No. 130), as amended, revised or superseded; or
(43) Any expense (or reversal thereof) as a result of incurring an obligation for a direct or indirect guarantee,
as described in ASC 460, Guarantees (formerly FASB Interpretations (“FIN”) No. 45), as amended, revised or
superseded; or
(44) Any profit or loss as the result of the consolidation of a variable interest entity as described in ASC 810,
Consolidation (formerly FIN No. 46R), as amended, revised or superseded; or
(45) Any expense, gain or loss (including, but not limited to, judgments, interest on judgments, settlement
amounts, attorneys’ fees and costs, filing fees, experts’ fees, and damages sustained as a result of the
imposition of injunctive relief) as a result of claims, litigation or lawsuit settlement (including collective
actions or class action lawsuits); or
(46) Any charges associated with the early retirement of debt; or
(47) The relevant tax effect(s) of tax laws or regulations, or amendments thereto, that become effective after
the beginning of the applicable Performance Period.
10.4 Certification of Performance Goals. Any Award intended to qualify as “qualified performance-based
compensation” as defined under Code §162(m) shall not be paid until the Committee certifies in writing that the
performance goals and any other material terms were in fact satisfied. In the manner required by Code §162(m),
the Committee shall, promptly after the date on which the necessary financial and other information for a particular
Performance Period becomes available, certify the extent to which performance goals have been achieved with
respect to any Award intended to qualify as “qualified performance-based compensation” under Code §162(m).
In addition, the Committee may, in its discretion, reduce or eliminate the amount of any Award payable to any
Participant, based on such factors as the Committee may deem relevant.
10.5 Limitation on Awards. The following limits, which are subject to automatic adjustment under Section 4.7, will
apply to Performance-Based Awards:
(1) In no event may the number of Restricted Stock shares awarded to any Covered Employee for any fiscal
year exceed 2,000,000 Common Shares.
(2) During any three consecutive calendar-year period, the maximum number of Common Shares for which
Options and SARs, in the aggregate, may be granted to any Covered Employee may not exceed 3,000,000
Common Shares. If an Option is cancelled, the cancelled Option continues to be counted against the maximum
number of shares for which Options may be granted to the Covered Employee under the Plan.
(3) For Performance Unit Awards that are intended to be “qualified performance-based compensation” (as
that term is used in Code §162(m)) no more than $6,000,000 may be subject to such Awards granted to any
Covered Employee during any three consecutive calendar-year period.