Big Lots 2011 Annual Report Download - page 107

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24.17 Offset. Subject to the requirements of Code Section 409A, if applicable, (a) any amounts owed to the
Company or an Affiliate by a Participant of whatever nature up to the fullest extent permitted by applicable law
may be offset by the Company from the value of any Award to be transferred to the Participant, and (b) no Shares,
cash or other thing of value under the 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 and its Affiliates. However, no waiver of any liability (or the right to apply the
offset described in this Section 24.17 (General Provisions/Offset)) may be inferred because the Company pays an
Award to a Participant with an outstanding liability owed to the Company or an Affiliate.
24.18 Governing Law. The Plan and each Award Agreement shall be governed by the laws of the State
of Ohio, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or
interpretation of this Plan to the substantive law of another jurisdiction. 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. Recipients of an Award under this Plan are deemed to
submit to the exclusive jurisdiction and venue of the federal or state courts located in Franklin County, Ohio, to
resolve any and all issues that may arise out of or relate to this Plan or any related Award Agreement.
24.19 Delivery and Execution of Electronic Documents. To the extent permitted by applicable law,
the Company may (a) deliver by email or other electronic means (including posting on a web site maintained by
the Company or an Affiliate or by a third party under contract with the Company or an Affiliate) all documents
relating to the Plan or any Award thereunder (including without limitation, prospectuses required by the Securities
and Exchange Commission) and all other documents that the Company is required to deliver to its security holders
(including without limitation, annual reports and proxy statements), and (b) permit Participants to electronically
execute applicable Plan documents (including, but not limited to, Award Agreements) in a manner prescribed by
the Committee.
24.20 No Representations or Warranties Regarding Tax Affect. Notwithstanding any provision of the
Plan to the contrary, the Company, its Affiliates, the Board, and the Committee neither represent nor warrant
the tax treatment under any federal, state, local or foreign laws and regulations thereunder (individually and
collectively referred to as the “Tax Laws”) of any Award granted or any amounts paid to any Participant under the
Plan including, but not limited to, when and to what extent such Awards or amounts may be subject to tax, penalties
and interest under the Tax Laws.
24.21 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 Board, a committee appointed
by the Board, or an officer of the Company to whom authority was delegated in accordance with Article 3
(Administration), shall be indemnified and held harmless by the Company against and from any (a) 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 this Plan or any Award
Agreement, and (b) 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 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.
24.22 No Obligation to Disclose Material Information. Except to the extent required by applicable
securities laws, none of the Company, an Affiliate, the Committee, or the Board shall have any duty or obligation
to affirmatively disclose material information to a record or beneficial holder of 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 Shares that may be issued or acquired under the Plan.
24.23 Entire Agreement. Except as expressly provided otherwise, this 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 this Plan and any Award Agreement, the terms and conditions of the Plan shall control.