Big Lots 2011 Annual Report Download - page 83

A-3
Big Lots 2012 Long-Term Incentive Plan
Article 1. Establishment, Purpose, and Duration
1.1 Establishment. Big Lots, Inc., an Ohio corporation (hereinafter referred to as the “Company”),
establishes an incentive compensation plan to be known as the Big Lots 2012 Long-Term Incentive Plan
(hereinafter referred to as the “Plan”), as set forth in this document.
This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Shares, Performance Share
Units, Performance Units, Cash-Based Awards, and Other Stock-Based Awards.
This Plan shall become effective upon shareholder approval (the “Effective Date”) and shall remain in effect
as provided in Section 1.3 (Establishment, Purposes, and Duration/Duration of this Plan) hereof.
1.2 Purpose of this Plan. This Plan is intended to promote the Company’s long-term financial success
by motivating performance through incentive compensation and to encourage Participants to acquire ownership
interests in the Company. This Plan is also intended to provide a means whereby Employees, Directors, and
Third Party Service Providers of the Company develop a sense of proprietorship and personal involvement in
the development and financial success of the Company, and to encourage them to devote their best efforts to the
business of the Company, thereby advancing the interests of the Company and its shareholders. A further purpose
of this Plan is to provide a means through which the Company and its Affiliates may attract able individuals to
become Employees or serve as Directors or Third Party Service Providers of the Company and its Affiliates and
to provide a means whereby those individuals upon whom the responsibilities of the successful administration and
management of the Company are of importance, can acquire and maintain stock ownership, thereby strengthening
their concern for the welfare of the Company.
1.3 Duration of this Plan. Unless sooner terminated as provided herein, this Plan shall terminate ten
(10) years from the Effective Date. After this Plan is terminated, no Awards may be granted but Awards previously
granted shall remain outstanding in accordance with their applicable terms and conditions and this Plan’s terms and
conditions. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten (10) years
after the earlier of (a) adoption of this Plan by the Board, or (b) the Effective Date.
1.4 No More Grants Under Prior Plan. After the Effective Date, no more grants will be made under the
Prior Plan.
Article 2. Definitions
Whenever used in this Plan, the following terms shall have the meanings set forth below, and when the
meaning is intended, the initial letter of the word shall be capitalized.
2.1 “Affiliate” shall mean (a) in the case of an ISO, a “parent corporation” or a “subsidiary corporation”
of the Company, as those terms are defined in Code Sections 424(e) and (f), respectively; and (b) in all other cases,
any other entity regardless of its form (including, but not limited to, a partnership or a limited liability company)
that directly or indirectly controls, is controlled by or is under common control with, the Company within the
meaning of Code Section 414(b), as modified by Code Section 409A.
2.2 “Annual Award Limit” or “Annual Award Limits” have the meaning set forth in Section 4.3
(Shares Subject to this Plan and Award Limitations/Annual Award Limits).
2.3 “Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options,
Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock
Units, Performance Shares, Performance Share Units, Performance Units, Cash-Based Awards, or Other Stock-
Based Awards, in each case subject to the terms of this Plan. At the Committee’s discretion, an Award may be
granted as a Qualified Performance-Based Award.