PERFORMANCE TARGETS FOR FISCAL 2005
On February 22, 2005, the Nominating and Compensation Committee (the
"Committee") of the Board of Directors (the "Board") of Big Lots, Inc. (the
"Company") recommended, and the Board approved, performance targets which, if
obtained, will provide a bonus under the Big Lots, Inc. 1998 Key Associate
Annual Incentive Compensation Plan, as amended (the "Bonus Plan") to certain
employees, including the named executive officers and other executive officers.
No right to a minimum bonus exists under the Bonus Plan.
The Committee derived its performance targets and defined the employees' bonus
goals (e.g., floor, target and stretch) from the Company's planned earnings for
fiscal 2005, as established by the Board. The specific criteria upon which any
bonuses may be earned during the year ending January 28, 2006 ("fiscal 2005") is
based on the greater of (i) income from continuing operations, (ii) income
(loss) from continuing operations before extraordinary items and/or the
cumulative effective of a change in accounting principle, (iii) income before
extraordinary items, and (iv) net income, with each such measure being adjusted
to remove the effect of unusual or non-recurring event items. In making
adjustments to remove the effect of unusual or non-recurring event items, the
Committee takes into account: asset impairments under Statement of Financial
Accounting Standards No. 144, as amended or superceded; acquisition-related
charges; accruals for restructuring and/or reorganization program charges;
merger integration costs; merger transaction costs; any loss attributable to the
business operations of any entity or entities acquired during fiscal 2005; tax
settlement charges; any extraordinary, unusual in nature, infrequent in
occurrence, or other non-recurring item charges (not otherwise listed) as
described in Accounting Principles Board Opinion No. 30; any extraordinary,
unusual in nature, infrequent in occurrence, or other non-recurring item charges
(not otherwise listed) in management's discussion and analysis of financial
condition and results of operations, selected financial data, financial
statements and/or in the footnotes to financial statements, each as appearing in
the annual report to stockholders; unrealized losses on investments; charges
related to derivative transactions contemplated by Statement of Financial
Accounting Standards No. 133, as amended or superceded (such as the amendment by
Statement 138, if applicable); and/or compensation charges related to stock
option activity.
Employees' bonus goals are determined as a percentage of salary. The baseline
percentage of salary for the each named executive officer (as is expected to be
determined for the Company's 2005 proxy statement) has been established by their
respective employment agreements. For other executive officers and employees,
the percentage of salary is set by position level and is subjectively
The establishment of the Company's performance targets remains solely in the
Committee's discretion. The performance targets adopted for fiscal 2005 are
consistent with the Committee's philosophy, policies and procedures applicable
to the Company's executive compensation program.