Big Lots 2010 Annual Report Download - page 28

- 12 -
each outside director was paid additional fees commensurate with such service. No retainers or fees are paid in
connection with a director’s service to the Strategic Planning Committee. During fiscal 2010, Messrs. Berger,
Hayes, Kollat, Mallott, Solt, Tener and Tishkoff and Ms. Lauderback qualified as outside directors and, thus,
received compensation for their Board service. Due to our employment of Mr. Fishman, he did not qualify as an
outside director and did not receive compensation for his service as a director. The compensation received by
Mr. Fishman as an employee is shown in the Summary Compensation Table included in this Proxy Statement.
Restricted Stock
In fiscal 2010, the outside directors also received a restricted stock award having a grant date fair value equal to
approximately $95,000 (2,723 common shares). The fiscal 2010 restricted stock awards were made in June 2010
under the Big Lots 2005 Long-Term Incentive Plan (“2005 Incentive Plan”). The restricted stock awarded to the
outside directors in fiscal 2010 will vest on the earlier of (i) the trading day immediately preceding the Annual
Meeting or (ii) the outside director’s death or disability (as that term is defined in the 2005 Incentive Plan).
However, the restricted stock will not vest if the outside director ceases to serve on the Board before either vesting
event occurs.
Director Compensation Table for Fiscal 2010
The following table summarizes the compensation earned by each outside director for his or her Board service in
fiscal 2010.
Name
(a)
Fees Earned
or
Paid in Cash
($)(1)
(b)
Stock
Awards
($)(2)(3)
(c)
Option
Awards
($)(4)
(d)
Non-Equity
Incentive Plan
Compensation
($)
(e)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(f)
All
Other
Compensation
($)(5)
(g)
Total
($)
(h)
Mr. Berger 91,250 94,978 — — — 10,000 196,228
Mr. Hayes 57,500 94,978 — — — 10,000 162,478
Mr. Kollat 96,750 94,978 — — — 10,000 201,728
Ms. Lauderback 58,750 94,978 — — — 9,500 163,228
Mr. Mallott 116,000 94,978 — — — 10,000 220,978
Mr. Solt 94,000 94,978 — — — 10,000 198,978
Mr. Tener 58,500 94,978 — — — 10,000 163,478
Mr. Tishkoff 97,500 94,978 — — — 10,000 202,478
(1) Amounts in this column include the additional fees paid to the outside directors for their increased time
commitment in fiscal 2010. The additional fees paid to each outside director were as follows: Mr. Berger
($30,000); Mr. Hayes ($1,000); Mr. Kollat ($30,000); Ms. Lauderback ($1,000); Mr. Mallott ($40,000);
Mr. Solt ($30,000); Mr. Tener ($1,000); and Mr. Tishkoff ($30,000).
(2) Amounts in this column reflect the aggregate grant date fair value of the restricted stock awards granted to
the outside directors in fiscal 2010 as computed in accordance with Financial Accounting Standards Board
Accounting Standards Codification Topic 718 (“ASC 718”), excluding the effect of any estimated forfeitures.
The full grant date fair value of the fiscal 2010 restricted stock award granted to each outside director, as
computed in accordance with ASC 718, was based on individual awards of 2,723 common shares at a per
common share value of $34.88 on the grant date (i.e., $94,978 per outside director). In accordance with ASC
718 and the 2005 Incentive Plan, the per common share grant date value is the average of the opening price
and the closing price of our common shares on the NYSE on the grant date.
(3) As of January 29, 2011, each individual included in the table held 2,723 shares of restricted stock.