Big Lots 2011 Annual Report Download - page 106

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24.13 Compliance with Code Section 409A.
(a) In General. The Plan is intended to be administered in a manner consistent with the
requirements, where applicable, of Code Section 409A. All Award Agreements shall be construed and
administered such that the Award either (i) qualifies for an exemption from the requirements of Code Section 409A
or (ii) satisfies the requirements of Code Section 409A. To the extent that any provision of the Plan or an Award
Agreement would cause a conflict with the requirements of Code Section 409A, or would cause the administration
of the Plan or an Award to fail to satisfy the requirements of Code Section 409A, such provision shall be deemed
amended to the extent practicable to avoid adverse tax consequences under Code Section 409A for the Participant
(including his or her beneficiaries). In no event shall a Participant, directly or indirectly, designate the calendar
year in which payment, distribution or settlement, as applicable, of an Award subject to Code Section 409A is
made, except in accordance with Code Section 409A. Notwithstanding any provision in this Plan to the contrary,
neither the Company nor the Committee shall have any liability to any person in the event such Code Section
409A applies to any Award in a manner that results in adverse tax consequences for the Participant or any of his or
her beneficiaries.
(b) Six-Month Delay for Specified Employees. Notwithstanding anything in this Plan or an
Award Agreement to the contrary, if a Participant is a “specified employee,” within the meaning of Code Section
409A and as determined under the Company’s policy for determining specified employees, on the date of his
“separation from service”, within the meaning of Code Section 409A, the distribution, payment or settlement,
as applicable, of all of Participant’s Awards that are both (i) subject to Code Section 409A and (ii) distributable,
payable or settleable, as appropriate, on account of a separation from service, shall be postponed for six (6)
months following the date of the Participant’s separation from service. If a distribution, payment or settlement, as
applicable, is delayed pursuant to this paragraph, the distribution, payment or settlement, as applicable, shall be
made within the thirty (30)-day period following the first (1st) business day of the seventh (7th) month following
the Participant’s separation from service; provided that if the Participant dies during such six (6)-month period,
any postponed amounts shall be paid within ninety (90) days of the Participant’s death. This distribution, payment
or settlement, as applicable, shall include the cumulative amount of any amount that could not be paid or provided
during such period.
(c) Elective Deferrals. No Participant elective deferrals or re-deferrals of compensation (as
defined under Code Section 409A and/or guidance thereto) other than in regard to Deferred Stock Units are
permitted under this Plan. Instead, any such elective deferrals of compensation shall only be permitted pursuant
to the Company’s nonqualified deferred compensation plan. To the extent elective deferrals or re-deferrals are
permitted under this Plan, such elections shall be made in accordance with the requirements of Code Section 409A
and the rules, procedures and forms specified from time to time by the Committee.
(d) Mandatory Deferrals. If, at the grant of an Award under this Plan, the Committee decides
that the payment of compensation with respect to such Award shall be deferred compensation within the meaning
of Code Section 409A, then, the Committee shall set forth the time and form of payment in the Award Agreement
in a manner consistent with Code Section 409A.
(e) Timing of Payments. Payment(s) of compensation that is subject to Code Section 409A shall
only be made in the form and upon an event or at a time permitted under Code Section 409A.
24.14 Nonexclusivity of this Plan. The adoption of this Plan shall not be construed as creating any
limitations on the power of the Board or Committee to adopt such other compensation arrangements as it may
deem desirable for any Participant.
24.15 No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair,
or otherwise affect the Company’s or an Affiliate’s right or power to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate,
sell, or transfer all or any part of its business or assets; or (b) limit the right or power of the Company or an
Affiliate to take any action which such entity deems to be necessary or appropriate.
24.16 Headings and Captions. The headings and captions herein are provided for reference and
convenience only, shall not be considered part of this Plan, and shall not be employed in the construction of
this Plan.