Big Lots 2013 Annual Report Download - page 129

B-5
(b) The Committee shall in its sole discretion, for each such Performance Period
determine and establish in writing a performance measure or performance measures
(in accordance with Section 5.02) applicable to the Performance Period to any Covered
Associate. Within the same period of time, the Committee (or its designee) for each such
Performance Periodperiod shall determine and establish in writing the performance
measures applicable to the Performance Period for Participants who are not Covered
Associates. Such pre-established performance measures must state, in terms of an
objective formula or standard, the method for computing the amount of the Bonus
payable to the Participant if the objective(s) is (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 Participant. The Committee may establish any
number of Performance Periods, objectives and Bonuses for any associate running
concurrently, in whole or in part, provided, that in so doing the Committee does not
jeopardize the Company’s deduction for such Bonuses under IRC section 162(m).
5.04. On or prior to the date specified in Section 5.03, the(c) The Committee, in its sole
discretion, shall either: (a) assign each Participant a target Bonus opportunity level expressed as a
percentage of Base Salary or a whole dollar amount (for Covered Associates, Base Salary must be
fixed prior to the establishment of performance objectives applicable to a particular Performance
Period);; or (b) establish a payout table or formula for purposes of determining the Bonus (if any)
payable to each Participant. The Committee may authorize a designee to establish a payout table
or formula for those Participants who are not Covered Associates.
(d) The Committee may establish performance measures for Participants who are not
Covered Associates after the Final Pre-Establishment Date based on Base Salary as of any
Determination Date determined by the Committee or its designee.
5.0504. Each payout table or formula:
(a) shall be in writing;
(b) shall be based on a comparison of actual performance to the performance objectives;
(c) may include a “floor” which is the level of achievement of the performance objective in
which payout begins;
(d) shall include a ceiling (a/k/a “stretch”) which is the level of achievement for the
maximum Bonus payout percentage (subject to Section 5.0908); and
(e) shall provide for a formula for the actual Bonus attainment in relation to the Participant’s
target Bonus, depending on the extent to which actual performance approached, reached
or exceeded the performance criteria goal subject to Section 5.0908.
5.0605. In lieu of Bonuses based on a percentage of Base Salary (Section 5.0403), Bonuses may be based
on a percentage or share of a Bonus pool. The Committee (or its designee) shall determine (by
the date specified in Section 5.03) the total dollar amount available for Bonuses (or a formula
to calculate the total dollar amount available) known as a Bonus pool. The Committee, in its
sole discretion, may establish two or more separate Bonus pools and assign the Participants to
a particular Bonus pool. The Committee (or its designee in the case of Participants who are not
Covered Associates) shall establish in writing a performance payout table or formula detailing
the Bonus pool and the payout (or payout formula) based upon the relative level of attainment
of performance goals. Each payout table or formula shall (a) be based on a comparison of actual
performance to the performance goals, (b) provide the amount of a Participant’s Bonus or total
pool dollars available (or a formula to calculate pool dollars available), if the performance
goals for the Performance Period are achieved, and (c) provide for an actual Bonus (which may