Big Lots 2011 Annual Report Download - page 104

A-24
Article 22. Withholding
22.1 Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require
a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, provincial, and local
taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising
as a result of this Plan. 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, provincial, 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 this 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.
22.2 Share Withholding. With respect to withholding required upon the exercise of Options or SARs,
upon the lapse of restrictions on Restricted Stock and Restricted Stock Units, or upon the achievement of
performance goals related to Performance Shares, or any other taxable event arising as a result of an Award granted
hereunder, unless the Participant has elected, with the approval of the Committee, to satisfy the withholding
requirement, in whole or in part, by paying the taxes in cash or transferring to the Company Shares owned by the
Participant that would satisfy the minimum statutory total tax (but no more than such minimum) with respect to the
Company’s withholding obligation, the Participant shall be deemed to have elected to have the Company withhold
a number of Shares that would satisfy the minimum statutory total tax (but no more than the such minimum) that
could be imposed on the transaction. All such elections shall be irrevocable, made by the Participant in a manner
approved by the Committee, and shall be subject to any restrictions or limitations that the Committee, in its sole
discretion, deems appropriate.
Article 23. Successors
All obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on
any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. All
obligations imposed upon a Participant, and all rights granted to the Company hereunder, shall be binding upon
each Participant’s heirs, legal representatives, and successors.
Article 24. General Provisions
24.1 Recovery of Compensation. Any Award issued under this Plan will be subject to any clawback
policy developed by the Board of Directors or the Committee that is consistent with applicable law, whether such
Award was granted before or after the effective date of any such clawback policy.
24.2 Legend. The certificates for Shares may include any legend which the Committee deems appropriate
to reflect any restrictions on transfer of such Shares.
24.3 Gender and Number. Except where otherwise indicated by the context, any masculine term used
herein also shall include the feminine, the singular shall include the plural, and the plural shall include the singular.
24.4 Severability. In the event that any one or more of the provisions of this Plan shall be or become
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not be affected thereby.
24.5 Compliance with Legal and Exchange Requirements. The Plan, the granting and exercising of
Awards thereunder, and any obligations of the Company under the Plan, shall be subject to all applicable federal
and state laws, rules, and regulations, and to such approvals by any regulatory or governmental agency as may be
required, and to any rules or regulations of any stock exchange on which the Shares are listed. The Company, in
its discretion, may postpone the granting and exercising of Awards, the issuance or delivery of Shares under any