Big Lots 2011 Annual Report Download - page 95

A-15
Article 10. Performance Shares, Performance Share Units, and Performance Units
10.1 Grant of Performance Shares, Performance Share Units, and Performance Units. Subject to
the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Performance
Shares, Performance Share Units, and/or Performance Units to Eligible Individuals in such amounts and upon such
terms as the Committee shall determine.
10.2 Value of Performance Shares, Performance Share Units, and Performance Units. Each
Performance Share and each Performance Share Unit shall have an initial value equal to the Fair Market Value of
a Share on the Grant Date. Each Performance Unit shall have an initial value that is established by the Committee
at the time of grant. The Committee shall set performance goals in its discretion which, depending on the extent
to which they are met, will determine the value and/or number of Performance Shares, Performance Share Units,
and/or Performance Units that will be paid out to the Participant.
10.3 Earning of Performance Shares, Performance Share Units, and Performance Units. Subject
to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Shares,
Performance Share Units, and/or Performance Units shall be entitled to receive payout on the value and number
of Performance Shares, Performance Share Units, and/or Performance Units earned by the Participant over the
Performance Period, to be determined as a function of the extent to which the corresponding performance goals
have been achieved. Performance goals may include minimum, maximum and target levels of performance, with
the size of the Award or payout of Performance Shares, Performance Share Units or Performance Units or the
vesting or lapse of restrictions with respect thereto, based on the level attained. The Committee may also provide
in any such Award that any evaluation of performance against a performance goal may include or exclude events
that occur during a Performance Period (including the income tax effects attributable thereto), singularly or
in combination.
10.4 Form and Timing of Payment of Performance Shares, Performance Share Units, and
Performance Units. Payment of earned Performance Shares, Performance Share Units, and/or Performance
Units shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms
of this Plan, the Committee, in its sole discretion, may pay earned Performance Shares, Performance Share Units,
and/or Performance Units in the form of cash or in Shares (or in a combination thereof) equal to the value of the
earned Performance Shares, Performance Share Units, and/or Performance Units at the close of the applicable
Performance Period, but no later than the fifteenth (15th) day of the third month after the year in which the
Performance Period ended. Any Shares may be granted subject to any restrictions deemed appropriate by the
Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set
forth in the Award Agreement pertaining to the grant of the Award.
Article 11. Cash-Based Awards and Other Stock-Based Awards
11.1 Grant of Cash-Based Awards. Subject to the terms and provisions of the Plan, the Committee, at any
time and from time to time, may grant Cash-Based Awards to Eligible Individuals in such amounts and upon such
terms as the Committee may determine.
11.2 Other Stock-Based Awards. The Committee, at any time and from time to time, may grant to
Eligible Individuals other types of equity-based or equity-related Awards not otherwise described by the terms of
this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms
and conditions, as the Committee shall determine. Such Awards may involve the transfer of actual Shares to
Participants, or payment in cash or otherwise of amounts based on the value of Shares and may include, without
limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other
than the United States.
11.3 Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a
payment amount or payment range as determined by the Committee. Each Other Stock-Based Award shall be
expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee may
establish performance goals in its discretion. If the Committee exercises its discretion to establish performance
goals, the number and/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the
Participant will depend on the extent to which the performance goals are met.