Big Lots 2015 Annual Report Download - page 54

right to a minimum annual incentive award exists, and the Compensation Committee has the discretion
to cancel or decrease an annual incentive award (but may not increase an annual incentive award for a
covered employee (as that term is used within Section 162(m) of the IRC)) calculated under the 2006
Bonus Plan. Any payments made with respect to a fiscal year are made in the first quarter of the
following fiscal year. The annual incentive awards that may be earned under the 2006 Bonus Plan
range from the threshold to the maximum annual incentive award payout percentages, and include all
amounts in between. The smallest target and maximum annual incentive award payout percentages
that may be set annually for our named executive officers who are a party to an employment
agreement with us are set forth in their respective employment agreements. The threshold annual
incentive award payout percentage is pre-established annually by the Compensation Committee and
the other non-employee directors and has historically been one-half of the target annual incentive
award payout percentage. Subject to the terms of the employment agreements, the Compensation
Committee and the other non-employee directors retain the right to adjust the payout percentages and,
in the past, have generally done so as deemed necessary to realign an executive’s annual incentive
award opportunity with our compensation philosophy. Pursuant to the terms of the 2006 Bonus Plan,
the maximum annual incentive award payable under the plan to a participant in a single fiscal year is
$4,000,000. See the “Elements of our Executive Compensation for Fiscal 2015 – Annual Incentive
Award for Fiscal 2015” and “Elements of our Executive Compensation for Fiscal 2015 – Employment
Agreements” sections of the CD&A for more information regarding the 2006 Bonus Plan and the
awards made under that plan for fiscal 2015.
Big Lots 2012 Long-Term Incentive Plan
Since May 23, 2012, all employee equity awards, including those made to our named executive
officers, have been granted under the 2012 LTIP. The 2012 LTIP authorizes the grants of (1) non-
qualified stock options (“NQSOs”), (2) incentive stock options (“ISOs”) as defined in Section 422 of the
IRC, (3) stock appreciation rights (“SARs”), (4) restricted stock, (5) restricted stock units, (6) deferred
stock units, (7) performance shares, (8) performance share units, (9) performance units, (10) cash-
based awards, and (11) other stock-based awards (NQSOs, ISOs, SARs, restricted stock, restricted
stock units, deferred stock units, performance shares, performance share units, performance units,
cash-based awards and other stock-based awards are referred to collectively as “Awards”). All of our
and our affiliates’ employees, non-employee directors and consultants are eligible to receive Awards
under the 2012 LTIP.
The total number of common shares available for Awards under the 2012 LTIP is equal to the sum of
(1) 7,750,000 newly issued common shares plus (2) any common shares subject to the 4,702,362
outstanding awards as of March 15, 2012 under the 2005 LTIP that on or after March 15, 2012 cease
for any reason to be subject to such awards (other than by reason of exercise or settlement of the
awards to the extent they are exercised for or settled in vested and nonforfeitable common shares).
Of the total number of common shares available for grant under the 2012 LTIP, no more than
7,750,000 common shares may be issued pursuant to grants of ISOs during the term of the 2012 LTIP.
A participant may receive multiple Awards under the 2012 LTIP.
Each stock option granted under the 2012 LTIP allows the recipient to acquire our common shares,
subject to the completion of a vesting period and continued employment with us through the applicable
vesting date. Once vested, these common shares may be acquired at a fixed exercise price per share
and they remain exercisable for the term set forth in the award agreement. Stock option awards made
under the 2012 LTIP vest on the anniversary of the grant date at a rate of 25% per year over the first
four years of the seven year option term. Pursuant to the terms of the 2012 LTIP, the exercise price of
a stock option may not be less than the average trading price of our common shares on the grant date
or, if the grant date occurs on a day other than a trading day, on the next trading day.
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