Big Lots 2013 Annual Report Download - page 110

A-16
13.3 Qualified Performance-Based Awards Other Than Options or SARS. With respect to
Qualified Performance-Based Awards that are not intended to be Options or SARs within the scope of Section
13.2 (Qualified Performance-Based Awards and Performance Measures/Options and SARs), the vesting,
exercisability, lapse of restrictions, payment or grant, as applicable, must be contingent upon the (a) attainment of
a pre-established performance goal or measure (or combination thereof) as specified in this Article 13 (Qualified
Performance-Based Awards and Performance Measures), and (b) certification described in Section 13.9 (Qualified
Performance-Based Awards and Performance Measures/Certification of Performance).
13.4 Pre-Establishment Prerequisite for Qualified Performance-Based Awards Other Than Options
or SARs. With respect to Qualified Performance-Based Awards that are not intended to be Options or SARs
within the scope of Section 13.2 (Qualified Performance-Based Awards and Performance Measures/Options and
SARs), the Committee shall establish in writing on or before the Final Pre-Establishment Date (a) the Covered
Employees to which objective performance goals or measures applicable to a given Performance Period will apply,
(b) the objective performance goals or measures (as described in Article 13 (Qualified Performance-Based Awards
and Performance Measures)) applicable to a given Performance Period, and (c) such performance goals shall state,
in terms of an objective formula or standard, the method for computing the amount of compensation payable to
the Covered Employee Participant if such performance goals are obtained. A formula or standard is objective if
a third party having knowledge of the relevant performance results could calculate the amount to be paid to the
Covered Employee.
13.5 Qualified Performance-Based Awards that have Base Pay or Salary-Based Formula Terms. With
respect to any Qualified Performance-Based Award compensation formula that is based, in whole or in part, on a
percentage of salary or base pay, such salary or base pay must be fixed on or before the Final Pre-Establishment
Date for the service period to which the Qualified Performance-Based Award relates.
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. Effective as of the Restatement
Effective Date, tThe 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 (loss) per common share from continuing operations; or
(b) Earnings (loss) per common share; or
(c) Operating profit (loss), or oOperating income (loss), or income (loss) from operations (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