Big Lots 2007 Annual Report Download - page 87

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As amended and restated effective May 29, 2008.
by the Committee, a Participant may elect to have such tax withholding obligation satisfied, in whole or in part, by
(1) authorizing the Company to withhold from the Common Shares to be issued pursuant to any Award a number of
Common Shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy
the required statutory minimum (but no more than such required minimum) with respect to the Company’s
withholding obligation or (2) transferring to the Company Common Shares owned by the Participant with an
aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the required statutory
minimum (but no more than such required minimum) with respect to the Company’s withholding obligation.
13.5Controlling Law. The Plan and all Awards made and actions taken thereunder shall be governed by and
construed in accordance with the laws of Ohio (other than its law respecting choice of laws). The Plan shall be
construed to comply with all applicable law and to avoid liability (other than a liability expressly assumed under the
Plan or an Award Agreement) to the Company, an Affiliate or a Participant. In the event of litigation arising in
connection with actions under the Plan, the parties to such litigation shall submit to the jurisdiction of courts located
in Franklin County, Ohio or to the federal district court that encompasses that county.
13.6Offset. Any amounts owed to the Company or an Affiliate by the Participant of whatever nature up to $5,000
in any taxable year of the Participant may be offset by the Company from the value of any Award to be transferred
to the Participant, and no Common Shares, cash or other thing of value under thisthe Plan or an Award Agreement
shall be transferred unless and until all disputes between the Company and the Participant have been fully and
finally resolved and the Participant has waived all claims to such against the Company or an Affiliate. However, no
waiver of any liability (or the right to apply the offset described in this sSection 13.6) may be inferred because the
Company pays an Award to a Participant with an outstanding liability owed to the Company or an Affiliate.
13.7Nontransferability; Beneficiaries. No Award or Common Shares subject to an Award shall be assignable or
transferable by the Participant otherwise than by will or the laws of descent and distribution or pursuant to a
beneficiary designation, and Awards shall be exercisable during the Participant’s lifetime only by the Participant (or
by the Participant’s legal representatives in the event of the Participant’s incapacity). Each Participant may designate
a Beneficiary to exercise any Option or SAR or receive any Award held by the Participant at the time of the
Participant’s death or to be assigned any other Award outstanding at the time of the Participant’s death. No Award
or Common Shares subject to an Award shall be subject to the debts of a Participant or Beneficiary or subject to
attachment or execution or process in any court action or proceeding unless otherwise provided in thisthe Plan. If a
deceased Participant has named no Beneficiary, any Award held by the Participant at the time of death shall be
transferred as provided in his or her will or by the applicable laws of descent and distribution. Except in the case of
the Participant’s incapacity, only the Participant may exercise an Option or SAR.
13.8No Rights with Respect to Continuance of Employment. Nothing contained herein shall be deemed to alter the
relationship between the Company or an Affiliate and a Participant, or the contractual relationship between a
Participant and the Company or an Affiliate if there is a written contract regarding such relationship. Nothing
contained herein shall be construed to constitute a contract of employment between the Company or an Affiliate and
a Participant. The Company or an Affiliate and each of the Participants continue to have the right to tTerminate the
eEmployment or service relationship at any time for any reason, except as provided in a written contract. The
Company or an Affiliate shall have no obligation to retain the Participant in its employ or service as a result of
thisthe Plan. There shall be no inference as to the length of employment or service hereby, and the Company or an
Affiliate reserves the same rights to tTerminate the Participant’s eEmployment or service of the Participant as
existed prior to the individual becoming a Participant in thisthe Plan.
13.9Awards in Substitution for Awards Granted by Other Corporations. Awards may be granted under the Plan
from time to time in substitution for awards held by employees, directors or service providers of other corporations
who are about to become officers or employees of the Company or an Affiliate (and will be eligible to be
Participants) as the result of a transaction described in Code §424. The terms and conditions of the Awards so
granted may vary from the terms and conditions set forth in thisthe Plan at the time of such grant as the majority of
the members of the Committee may deem appropriate to conform, in whole or in part, to the provisions of the
awards in substitution for which they are granted and to ensure that the requirements imposed under Code §§409A
and 424, to the extent applicable, are met.
13.10Delivery of Stock Certificates. To the extent the Company uses certificates to represent Common Shares,
certificates to be delivered to Participants under thisthe Plan shall be deemed delivered for all purposes when the
Company or a stock transfer agent of the Company shall have placed such certificates in the United States mail,
addressed to the Participant, at the Participant’s last known address on file with the Company. Any reference in this
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