Big Lots 2007 Annual Report Download - page 86

Download and view the complete annual report

Please find page 86 of the 2007 Big Lots annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 180

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180

- 14 -
- 14 -
As amended and restated effective May 29, 2008.
under Section 11.1 or, if a Notice of Allocation has been returned that does not sufficiently implement the reduction
described in this section, on the basis of the reductions specified in the Notice of Allocation.
ARTICLE XII
PROVISIONS APPLICABLE TO COMMON SHARES ACQUIRED UNDER THISTHE PLAN
12.1 No Obligation to Disclose Material Information. Except to the extent required by applicable securities laws,
none of the Company, an Affiliate or the Committee shall have any duty or obligation to affirmatively disclose
material information to a record or beneficial holder of Common Shares or an Award, and such holder shall have no
right to be advised of any material information regarding the Company or any Affiliate at any time prior to, upon or
in connection with receipt or the exercise or distribution of an Award. The Company makes no representation or
warranty as to the future value of the Common Shares that may be issued or acquired under of the Plan.
12.2 Six-Month Distribution Delay. Notwithstanding anything in the Plan to the contrary, if a Participant is a
“specified employee,” within the meaning of Code §409A and as determined under the Company’s policy for
determining specified employees, on the date of his or her “separation from service” (as that phrase is used for
purposes of Code §409A), all Awards subject to Code §409A shall be paid, distributed or settled, as applicable, on
the first business day of the seventh month following the Participant’s separation from service (or, if earlier, the
Participant’s death). This payment shall include the cumulative amount of any amounts that could not be paid or
provided during such period.
ARTICLE XIII
MISCELLANEOUS
13.1Amendment, Alteration and Termination. The Board may amend, alter or terminate the Plan at any time, but
no amendment, alteration or termination shall be made which would impair the rights of a Participant under an
Award theretofore granted without the Participant’s consent. Notwithstanding the immediately preceding sentence,
an amendment may be made to (1) cause the Plan to comply with applicable law (including, but not limited to, any
changes needed to comply with Code §409A), (2) permit the Company, or an Affiliate a tax deduction under
applicable law, or (3) avoid an expense charge to the Company or an Affiliate. The Subject to the requirements of
Code §409A and except to the extent prohibited by Code §162(m), the Committee may amend, alter or terminate
any Award Agreement prospectively or retroactively, on the same conditions and limits (and exceptions to
limitations) that apply to the Board and further subject to any approval or limitations the Board may impose and any
amendment to the terms of an Award Agreement which has the effect of accelerating the exercisability (with respect
to any Option or SAR Award), causing the remaining restrictions to lapse (in the case of Restricted Stock or
Restricted Stock Unit Awards), or satisfying any performance goal or other condition (with respect to any
Performance Unit Award) may only be made after, in the Committee’s sole discretion, an extraordinary, unusual or
nonrecurring event has occurred. Notwithstanding the foregoing, any material amendments to the Plan or any Award
Agreement shall require shareholder approval to the extent required by the rules of the New York Stock Exchange
or other national securities exchange or market that regulates the securities of the Company.
13.2Unfunded Status of Plan. It is intended that the Plan be an “unfunded” plan for incentive compensation. The
Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan
to deliver Common Shares or make payments; provided, however, that, unless the Committee otherwise determines,
the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.
13.3No Additional Obligation. Nothing contained in the Plan shall prevent the Company or an Affiliate from
adopting other or additional compensation or benefit arrangements for its employees.
13.4Withholding. As soon as practicable after the date as of which the amount first becomes includible in the gross
income of the Participant (but no later than the last business day of the calendar quarter during which the amount
first becomes includible in gross income), the Participant shall pay to the Company or an Affiliate (or other entity
identified by the Committee), or make arrangements satisfactory to the Company or other entity identified by the
Committee regarding the payment of any federal, state, or local taxes of any kind (including any employment taxes)
required by law to be withheld with respect to such income. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment otherwise due to the Participant. Subject to approval