Big Lots 2011 Annual Report Download - page 97

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13.6 Prohibited Discretion. The terms of the objective formula or standard of a Qualified Performance-
Based Award must preclude discretion to increase the amount of compensation payable that would otherwise be
due upon attainment of the goal. However, the Committee shall retain the discretion to reduce or eliminate the
amount of any Award payable to any Participant either on a formula or discretionary basis or any combination, as
the Committee determines in its sole discretion.
13.7 Performance Goals for Qualified Performance-Based Awards. The performance goals upon which
the payment or vesting of an Award to a Covered Employee that is intended to qualify as Qualified Performance-
Based Awards shall be limited to the following Performance Measures, which will be derived using the accounting
principles generally accepted in the United States of America, to the extent applicable, and will be reported or
appear in the Company’s filings with the Securities and Exchange Commission (including, but not limited to,
Forms 8-K, 10-Q and 10-K) or the Company’s annual report to shareholders and will be derived from one or more
(or any combination of one or more) of the following:
(a) Earnings per common share from continuing operations; or
(b) Earnings per common share; or
(c) Operating profit (loss) or Operating income (loss) (as the case may be); or
(d) Income (Loss) from continuing operations before unusual or infrequent items; or
(e) Income (Loss) from continuing operations; or
(f) Income (Loss) from continuing operations before income taxes; or
(g) Income (Loss) from continuing operations before extraordinary item and/or cumulative effect
of a change in accounting principle (as the case may be); or
(h) Income (Loss) before extraordinary item and/or cumulative effect of a change in accounting
principle (as the case may be); or
(i) Net income (loss); or
(j) Income (Loss) before other comprehensive income (loss); or
(k) Comprehensive income (loss); or
(l) Income (Loss) before interest and income taxes (sometimes referred to as “EBIT”); or
(m) Income (Loss) before interest, income taxes, depreciation and amortization (sometimes
referred to as “EBITDA”); or
(n) Any other objective and specific income (loss) category or non-GAAP financial measure that
appears as a line item in the Company’s filings with the Securities and Exchange Commission or the annual report
to shareholders; or
(o) Either of items (a) or (b) on a basic basis and any of items (c) through (n) on a basic earnings
per share basis, as basic earnings per share is defined in Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) 260, Earnings Per Share (formerly Statement of Financial Accounting
Standards (“SFAS”) No. 128), including authoritative interpretations or amendments thereof which may be issued
from time to time as long as such interpretations or amendments are utilized on the consolidated statements of
operations or statement of operations, as applicable, or in the notes to the consolidated financial statements; or
(p) Either of items (a) or (b) on a diluted basis and any of items (c) through (n) on a diluted
earnings per share basis, as diluted earnings per share is defined in ASC 260, Earnings Per Share (formerly SFAS
No. 128), including authoritative interpretations or amendments thereof which may be issued from time to time as
long as such interpretations or amendments are utilized on the consolidated statements of operations or statement
of operations, as applicable, or in the notes to the consolidated financial statements; or
(q) Common stock price; or
(r) Total shareholder return expressed on a dollar or percentage basis as is customarily disclosed
in the proxy statement accompanying the notice of annual meetings of shareholders; or