Big Lots 2013 Annual Report Download - page 128

B-4
(ii) An employee (other than a Covered Associate) transferred out of an Eligible
Position may receive a prorated Bonus at the discretion of the Committee
provided he/she served in the Eligible Position for at least two full months
during the Fiscal Year.
(iii) With respect to Covered Associates approved for participation during a portion
of a Fiscal Year, see Section 5.03 as it would relate to Performance Periods that
are not equivalent to a Fiscal Year.
(b) Participants (who are not Covered Associates) transferring between Eligible Positions
having different Bonus formulas will receive Bonuses prorated to months served in
each Eligible Position. Generally, for Covered Associates transferring between Eligible
Positions, Section 5.03 shall apply to each respective Performance Period applicable to
the particular position unless an employment agreement provides otherwise.
4.04. Termination of Employment.
(a) Except to the extent that the Committee determines otherwise, and notifies the Participant
in writing of this determination, prior to the end of the Performance Period, the Participant
shall forfeit all rights to a Bonus unless the Participant is employed by the Company or an
Affiliate on the day on which payments determined under Section 6.02 are in fact made
(or would have been made if a deferred payment election under Section 6.04 had not been
executed). However, a Participant shall not forfeit a Bonus for a Performance Period if the
Participant is employed by the Company or an Affiliate at the end of the Performance Period
and is involuntarily Terminated by the Company or an Affiliate without cause or Terminates
by reason of retirement, disability, or death, after the end of the Performance Period, but
before the Bonus payment date. Notwithstanding the foregoing, a Covered Associate who
Terminates by reason of retirement during a Performance Period shall be entitled to a pro
rata portion (based on the number of days worked during the Performance Period) of any
Bonus that the Covered Associate would have been eligible to receive for the Performance
Period in which his or her retirement occurs had his or her retirement not occurred at all.
(b) The Company shall have discretion to provide a pro-rated Bonus (subject to meeting the
performance condition, if any) to a Participant whose employment with the Company
or an Affiliate Terminated by reason of retirement, disability, or death during a
PerformanceRequisite Service Period.
5. DETERMINATION OF BONUSES
5.01. In addition to the vesting requirements of Section 4.04, Bonuses will vest solely on account of:
(1) the attainment of one or more pre-established performance objectives and (2) in the case of
Covered Associates, the certification described in Section 5.0706.
5.02. With respect to Bonuses for Covered Associates, the material terms of the performance
measure(s) must be disclosed to, and subsequently approved by, the shareholders before the
Bonus payout is executed, unless the performance measures conform individually, alternatively
or in any combination of the performance criteria and the application thereof in Appendix A.
5.03. Prior toOn or before the completion of 25% of any Performance Period (which, by example, may
be Final Pre-Establishment Date:
(a full Fiscal Year or some portion thereof) or, if earlier, 90 days after the beginning of the
applicable Performance Period or such earlier date) For Covered Associates with respect to
Bonus opportunities expressed as required under IRC section 162(m),a percentage of Base Salary,
the Committee shall initially fix the Base Salary component of the Bonus formula prior to the
establishment of the performance objectives.