Big Lots 2013 Annual Report Download - page 31

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Deferred Stock Units
An Award of deferred stock units provides the participant the right to defer receipt of all or some portion of his or
her annual compensation, annual incentive bonus and/or long-term compensation as permitted by the Committee,
and for which the participant will receive a payment based on the value of our common shares. Deferred stock units
shall be fully vested and non-forfeitable at all times. Deferred stock units, together with any dividend-equivalent
rights credited with respect thereto, may be subject to such requirements, restrictions and conditions to payment as
the Committee determines are appropriate. Deferred stock unit Awards are payable in cash, our common shares or
a combination of both. Participants credited with deferred stock units shall not have, with respect to such deferred
stock units, any of the rights of a shareholder of the Company.
Performance Shares, Performance Share Units and Performance Units
An Award of performance shares, performance share units or performance units provides the participant the
right to receive our common shares if specified terms and conditions are met. Performance shares are restricted
shares that are subject to performance based vesting. Performance share units are restricted stock units that are
subject to performance based vesting. Performance units are cash based awards that are subject to performance
based vesting. Performance share, performance share unit and performance unit Awards are payable in cash or
our common shares or in a combination of both. Unless the Committee specifies otherwise when the Award is
granted, if a participant terminates service for any reason before the performance shares, performance share units
or performance units become vested, such Award will be forfeited.
Cash-Based Awards
An Award of cash-based awards provides the participant an opportunity to receive a cash payment. Cash-based
awards may be subject to such vesting requirements, restrictions and conditions to payment as the Committee
determines are appropriate. Vesting requirements may be based on the continued service of the participant for
a specified time period or on the attainment of a specified performance goal established by the Committee. If a
participant terminates service before the cash-based award vests, the Award will be forfeited.
Other Stock-Based Awards
An Award of other stock-based awards provides the participant an equity-based or equity-related right, which
may provide the participant the right to receive our common shares. Other stock-based awards may be subject to
such vesting requirements, restrictions and conditions to payment as the Committee determines are appropriate.
Vesting requirements may be based on the continued service of the participant for a specified time period or on the
attainment of a specified performance goal established by the Committee. In general, no more than one-third of
another stock-based award may vest before each of the first three anniversary dates after the grant date. However,
if vesting is based on the attainment of a specified business performance goal established by the Committee, then
the other stock-based award may not vest sooner than the first anniversary after the grant date. If a participant
terminates service for any reason before the other stock-based award vests, the Award will be forfeited.
Performance-Based Awards
Any Awards granted under the 2012 LTIP may be granted in a form that qualifies for the qualified performance-
based compensation exception under Section 162(m) of the IRC. Under Section 162(m) of the IRC, the terms of the
Award must state, through an objective formula or standard, the method of computing the amount of compensation
payable under the Award, and must preclude discretion to increase the amount of compensation payable under the
terms of the Award (but may give the Committee discretion to decrease the amount of compensation payable). As
described above in “Limits on Awards,” the 2012 LTIP imposes certain limitations on the number and value of
performance-based Awards to covered employees. The payment or vesting of performance-based Awards granted
under the 2012 LTIP is based on performance goals established by the Committee. The 2012 LTIP specifies the
following performance measures from which the performance goals must be derived:
• Earnings (loss) per common share from continuing operations;
• Earnings (loss) per common share;
• Operating profit (loss), operating income (loss), or income (loss) from operations (as the case may be);