Big Lots 2007 Annual Report Download - page 88

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As amended and restated effective May 29, 2008.
sSection 13.10 or elsewhere in the Plan or an Award Agreement to actual stock certificates and/or the delivery of
actual stock certificates shall be deemed satisfied by the electronic record-keeping and electronic delivery of
Common Shares or other mechanism then utilized by the Company and its agents for reflecting ownership of such
Common Shares.
13.11Indemnification. To the maximum extent permitted under the Company’s Articles of Incorporation and Code
of Regulations, each person who is or shall have been a member of the Committee, or of the Board, shall be
indemnified and held harmless by the Company against and from (1) any loss, cost, liability or expense (including
attorneys’ fees) that may be imposed upon or reasonably incurred by him or her in connection with or resulting from
any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by
reason of any action taken or failure to act under thisthe Plan or any Award Agreement, and (2) from any and all
amounts paid by him or her in settlement thereof, with the Company’s prior written approval, or paid by him or her
in satisfaction of any judgment in any such claim, action, suit or proceeding against him or her; provided, however,
that he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or
she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s
Articles of Incorporation or Code of Regulations, by contract, as a matter of law, or otherwise, or under any power
that the Company may have to indemnify them or hold them harmless.
13.12No Fractional Shares. No fractional Common Shares shall be issued or delivered under the Plan or any Award
granted hereunder, provided that the Committee, in its sole discretion, may round fractional shares down to the
nearest whole share or settle fractional shares in cash.
13.13Severability. If any provision of thisthe Plan shall for any reason be held to be invalid or unenforceable, such
invalidity or unenforceability shall not effect any other provision hereof, and thisthe Plan shall be construed as if
such invalid or unenforceable provision were omitted.
13.14Successors and Assigns.ThisThe Plan shall inure to the benefit of and be binding upon each successor and
assign of the Company. All obligations imposed upon a Participant, and all rights granted to the Company
hereunder, shall be binding upon the Participant’s heirs, legal representatives and successors.
13.15Entire Agreement. Except as expressly provided otherwise, thisthe Plan and any Award Agreement constitute
the entire agreement with respect to the subject matter hereof and thereof, provided that in the event of any
inconsistency between the Plan and any Award Agreement, the terms and conditions of thisthe Plan shall control.
13.16Term. No Award shall be granted under the Plan after May 16, 2012.
13.17Application of Section 83(b). At the Committee’s discretion, any Participant may make an early inclusion
election under Code §83(b) but only by complying with procedures developed by the Committee and rules issued
under Code §83(b).
13.18 Headings. The headings of the Articles and their subparts contained in thisthe Plan are for the convenience of
reading and reference purposes only and shall not affect the meaning, interpretation or be meant to be of substantive
significance of thisthe Plan.
13.19 Compliance with Code §409A. It is intended that the Plan comply with Code §409A and the Treasury
Regulations promulgated thereunder (and any subsequent notices or guidance issued by the Internal Revenue
Service), and the Plan shall be interpreted, administered and operated accordingly. Nothing in the Plan or any
Award Agreement shall be construed as an entitlement to or guarantee of any particular tax treatment to a
Participant.
13.20 Inclusion in Income under Code §409A. The Company may accelerate the time or schedule of distribution,
exercise or settlement of an Award to a Participant to pay an amount the Participant includes in income as a result of
the Plan failing to meet the requirements of Code §409A and the Treasury Regulations promulgated thereunder.
Such payment may not exceed the amount required to be included in income as a result of the failure to comply with
Code §409A and the Treasury Regulations promulgated thereunder.