Big Lots 2013 Annual Report Download - page 108

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applicable. Notwithstanding any other provision of the Plan to the contrary, any distribution that complies with
Code Section 409A shall be deemed for all purposes to comply with the Plan requirements regarding the time and
form of distributions.
9.5 Further Deferral Elections. If permitted by the Committee in the Deferral Election Form, a
Participant may, elect to further defer receipt of Shares issuable in respect of Deferred Stock Units in accordance
with the requirements of Code Section 409A. Any such redeferral election shall be valid only if : (a) such election
does not take effect until at least twelve (12) months after the date on which it is made; (b) in the case of an election
not related to a payment on account of Disability, death, or an unforeseeable emergency (within the meaning of
Code Section 409A), the distribution is deferred for at least five (5) years from the date such distribution would
otherwise have been paid; and (c) any election related to a distribution at a specified time or pursuant to a fixed
schedule (within the meaning of Code Section 409A) is made at least twelve (12) months prior to the date on which
distributions are otherwise scheduled to be paid. Any redeferral election in accordance with this paragraph shall be
irrevocable on the date it is filed with the Committee unless subsequently changed pursuant to this paragraph.
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.