Big Lots 2010 Annual Report Download - page 51

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- 35 -
(7) As a percentage of their total compensation in fiscal 2010, fiscal 2009 and fiscal 2008, 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 2010 Fiscal 2009 Fiscal 2008
Salary
(%)
Non-Equity
Incentive Plan
Compensation
(%) Salary
(%)
Non-Equity
Incentive Plan
Compensation
(%) Salary
(%)
Non-Equity
Incentive Plan
Compensation
(%)
Mr. Fishman 10.2 20.7 12.3 24.5 11.9 23.9
Mr. Cooper 18.9 19.0 25.5 30.5 24.9 29.7
Ms. Bachmann 18.8 19.0 25.3 30.4 25.0 29.6
Mr. Martin 24.6 24.5 30.0 36.0 29.6 35.0
Mr. Haubiel 18.6 18.8
(8) Mr. Haubiel was not a named executive officer in fiscal 2009 or fiscal 2008.
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 our named executive officers, as reflected in the Grants of Plan-Based Awards in Fiscal 2010
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 our 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
$4,000,000. 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 2010 – Bonus for Fiscal 2010” sections of the CD&A for more information
regarding the 2006 Bonus Plan and the awards made under that plan for fiscal 2010.
Big Lots 2005 Long-Term Incentive Plan
Since January 1, 2006, all employee equity awards, including those made to our named executive officers, have
been granted under the 2005 Incentive Plan. The 2005 Incentive Plan authorizes the grant of nonqualified stock
options (“NQSOs”), incentive stock options, as defined in Section 422 of the IRC (“ISOs”), stock appreciation
rights (“SARs”), restricted stock, restricted stock units and performance unit awards, any of which may be granted
on a stand-alone, combination or tandem basis. To date, we have granted only stock options and restricted stock
under the 2005 Incentive Plan.