Big Lots 2013 Annual Report Download - page 109

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ARTICLE 11. CASH-BASED AWARDS AND OTHER STOCK-BASED AWARDS
11.1 Grant of Cash-Based Awards. Subject to the terms and provisions of the Plan, the Committee, at
any time and from time to time, may grant Cash-Based Awards to Eligible Individuals in such amounts and upon
such terms as the Committee may determine.
11.2 Other Stock-Based Awards. The Committee, at any time and from time to time, may grant to
Eligible Individuals other types of equity-based or equity-related Awards not otherwise described by the terms of
this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms
and conditions, as the Committee shall determine. Such Awards may involve the transfer of actual Shares to
Participants, or payment in cash or otherwise of amounts based on the value of Shares and may include, without
limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other
than the United States.
11.3 Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a
payment amount or payment range as determined by the Committee. Each Other Stock-Based Award shall be
expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee may
establish performance goals in its discretion. If the Committee exercises its discretion to establish performance
goals, the number and/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the
Participant will depend on the extent to which the performance goals are met.
11.4 Payment of Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect to
a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in
cash or Shares as the Committee determines. The Company may pay earned Cash-Based Awards and Other Stock-
Based Awards in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Award
at the close of the applicable Performance Period, if any, but no later than the fifteenth (15th) day of the third month
after the year in which the Performance Period ended, the award vests (unless a valid deferral election has been
made), or the date the payment was otherwise scheduled to be made.
ARTICLE 12. NONEMPLOYEE DIRECTOR AWARDS
The Board or a committee of the Board shall determine all Awards to Nonemployee Directors. The terms and
conditions of any grant to any such Nonemployee Director shall be set forth in an Award Agreement. Nonemployee
Directors, pursuant to this Article 12 (Nonemployee Director Awards), may be awarded, or may be permitted to
elect to receive, pursuant to the procedures established by the Board or a committee of the Board, all or any portion
of their annual retainer, meeting fees or other fees in Shares, Restricted Stock, Restricted Stock Units, Deferred
Stock Units or other Awards as contemplated by this Plan in lieu of cash.
ARTICLE 13. QUALIFIED PERFORMANCE-BASED AWARDS
AND PERFORMANCE MEASASURES
13.1 In General. The Committee shall have the discretionary authority, consistent with Code
Section 162(m), to structure any Awards granted to Covered Employees under this Plan to qualify as Qualified
Performance-Based Awards. Only the Committee may grant Awards intended to be Qualified Performance-Based
Awards. With respect to any Award intended to be a Qualified Performance-Based Award, this Plan and the
applicable Award Agreement shall be interpreted and operated consistent with that intention.
13.2 Options and SARs. Compensation attributable to an Option or SAR is deemed to be a Qualified
Performance-Based Award as long as (a) the Committee grants the Option and the SAR, (b) the Exercise Price and
Grant Price, respectively, are not less than the Fair Market Value, and (c) such Option or SAR complies with the
limitations imposed by Section 4.3 (Shares Subject to this Plan and Award Limitations/Annual Award Limits).