Big Lots 2007 Annual Report Download - page 73

As amended and restated effective May 29, 2008.
BIG LOTS
2005 LONG-TERM INCENTIVE PLAN
ARTICLE I
ESTABLISHMENT AND PURPOSE
1.1Restatement. The Plan was initially adopted on the Effective Date and is hereby amended and restated in its
entirety effective on the Restatement Date.Establishment. The Big Lots 2005 Long-Term Incentive Plan (“Plan”) is
hereby established by Big Lots, Inc. (“Company”), effective as of the date it is approved by the Company’s
shareholders (“Effective Date”).
1.2Purposes. The Plan is intended to promote the Company’s long-term financial success and materially increase
shareholder value by motivating performance through incentive compensation. The Plan also is intended to
encourage Participants to acquire ownership interests in the Company, attract and retain talented associates and
enable Participants to participate in the Company’s long-term growth and financial success.
ARTICLE II
DEFINITIONS
When used in this the Plan, the following terms have the meaning given to them in this section Article II unless
another meaning is expressly provided elsewhere in this the Plan or required by the plain context in which it is used.
When applying the terms defined in this section Article II and other terms used throughout the Plan, the form of any
term, phrase or word will, as appropriate, include any and all of its forms.
2.1“Affiliate” means (1) in the case of an ISO, a “parent corporation” or a “subsidiary corporation” of the
Company, as those terms are defined in Code §§424(e) and (f), respectively; and (2) in all other cases, any other
entity (other than the Company) regardless of its form that directly or indirectly controls, is controlled by or is under
common control with, the Company within the meaning of Code §414(b), as modified by Section 409A of the Code
but substituting “50 percent” for “80 percent” when determining controlling interest under Code §414(b).
2.2“Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Performance
Unit granted to a Participant under the Plan. At the Committee’s discretion, an Award may be granted as a
Performance-Based Award.
2.3“Award Agreement” means any written or electronic agreement granting an Award to a Participant. Each
Award Agreement will specify the Grant Date and describe the terms and conditions imposed on the Award.
2.4“Beneficiary” means any person (or entity), who (or which) has been designated by a Participant in his or her
most recent written beneficiary designation filed with the Committee to receive the compensation or to exercise the
rights that are due or exercisable at the Participant’s death. If there is no designated beneficiary, the term means any
person or entity entitled by will or the applicable laws of descent and distribution to receive such compensation.
2.5“Board of Directors” or “Board” means the Company’s board of directors.
2.6“Change in Control” means any one or more of the following events:
(1) aAny person or group [(as defined for purposes of Section 13(d) of the Exchange Act)] becomes the
beneficial owner of, or has the right to acquire (by contract, option, warrant, conversion of convertible securities
or otherwise), 20 percent or more of the outstanding equity securities of the Company entitled to vote for the
election of directors;
(2) aA majority of the members of the Board of Directors of the Company then in office is replaced within any
period of two years or less by directors not nominated and approved by a majority of the directors in office at
the beginning of such period (or their successors so nominated and approved), or a majority of the Board of
Directors at any date consists of persons not so nominated and approved; or
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