Big Lots 2007 Annual Report Download - page 85

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As amended and restated effective May 29, 2008.
its discretion, reduce or eliminate the amount of any Award payable to any Participant, based on such factors as the
Committee may deem relevant.
10.5Limitation on Awards. The following limits, which are subject to automatic adjustment under Section 4.7, will
apply to Performance-Based Awards:
(1)In no event may the number of Restricted Stock shares awarded to any Covered Employee for any fiscal
year exceed 2,000,000 Common Shares.
(2)During any three consecutive calendar-year period, the maximum number of Common Shares for which
Options and SARs, in the aggregate, may be granted to any Covered Employee may not exceed 3,000,000
Common Shares. If an Option is cancelled, the cancelled Option continues to be counted against the maximum
number of shares for which Options may be granted to the Covered Employee under the Plan.
(3)For Performance Unit Awards that are intended to be “performance-based compensation” [(as that term is
used in Code §162(m))] no more than $6,000,000 may be subject to such Awards granted to any Covered
Employee during any three consecutive calendar-year period.
ARTICLE XI
CHANGE IN CONTROL PROVISIONS
11.1Impact of Event. Notwithstanding any other provision of the Plan to the contrary and unless otherwise
specifically provided in an Award Agreement, in the event of a Change in Control:
(1)Any Options and SARs outstanding as of the date of such Change in Control and not then exercisable shall
become fully exercisable to the full extent of the original grant;
(2)All remaining Restriction Periods shall be accelerated and any remaining restrictions applicable to any
Restricted Stock Awards shall lapse and such Restricted Stock shall become free of all restrictions and become
fully vested and transferable to the full extent of the original grant;
(3)All remaining Restriction Periods shall be accelerated and any remaining restrictions applicable to any
Restricted Stock Unit shall lapse and such Restricted Stock Unit shall become free of all restrictions and
become fully vested and transferable to the full extent of the original grant (i.e., the Restriction Period shall
lapse); and
(4)Any performance goal or other condition with respect to any Performance Units shall be deemed to have
been satisfied in full, and the Common Shares or cash subject to such Award shall be fully distributable.
11.2Effect of Code §280G. Except as otherwise provided in the Award Agreement or any other written agreement
between the Participant and the Company or any Affiliate in effect on the date of the Change in Control, if the sum
(or value) due under Section 11.1 that are characterizable as parachute payments, when combined with other
parachute payments attributable to the same Change in Control, constitute “excess parachute payments” as defined
in Code §280G(b)(1), the entity responsible for making those payments or its successor or successors (collectively,
“Payor”) will reduce the Participant’s benefits under thisthe Plan by the smaller of (1) the value of the sum or the
value of the payments due under Section 11.1 or (2) the amount necessary to ensure that the Participant’s total
“parachute payment” as defined in Code §280G(b)(2)(A) under thisthe Plan and all other agreements will be $1.00
less than the amount that would generate an excise tax under Code §4999. Any reduction pursuant to this Section
11.2 shall be first applied against parachute payments (as determined above) that are not subject to Code §409A and,
thereafter, shall be applied against all remaining parachute payments (as determined above) subject to Code §409A
on a pro rata basis.If the reduction described in the preceding sentence applies, within 10 business days of the
effective date of the event generating the payments, the Payor will apprise the Participant of the amount of the
reduction (“Notice of Reduction”). Within 10 business days of receiving that information, the Participant may
specify how (and against which benefit or payment source, including benefits and payment sources other than this
Agreement) the reduction is to be applied (“Notice of Allocation”). The Payor will be required to implement these
directions within 10 business days of receiving the Notice of Allocation. If the Payor has not received a Notice of
Allocation from the Participant within 10 business days of the date of the Notice of Reduction or if the allocation
provided in the Notice of Allocation is not sufficient to fully implement the reduction described in this section, the
Payor will apply the reduction described in this section proportionately based on the amounts otherwise payable
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