Big Lots 2011 Annual Report Download - page 84

A-4
2.4 “Award Agreement” means either (a) a written agreement entered into by the Company and a
Participant setting forth the terms and provisions applicable to an Award granted under this Plan, or (b) a written
or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award,
including any amendment or modification thereof. The Committee may provide for the use of electronic, internet or
other non-paper Award Agreements, and the use of electronic, internet or other non-paper means for the acceptance
thereof and actions thereunder by a Participant.
2.5 “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
2.6 “Board” or “Board of Directors” means the Board of Directors of the Company.
2.7 “Cash-Based Award” means an Award, denominated in cash, granted to a Participant as described in
Article 11 (Cash-Based Awards and Other Stock-Based Awards).
2.8 “Change in Control” means any one or more of the following events:
(a) Any person or group (as defined for purposes of Section 13(d) of the Exchange Act) becomes
the beneficial owner, directly or indirectly, of 20 percent or more of the outstanding equity securities of the
Company entitled to vote for the election of directors;
(b) A majority of the members of the Board of Directors then in office is replaced within any
period of two years or less by directors not nominated and approved by a majority of the directors in office at the
beginning of such period (or their successors so nominated and approved), or a majority of the Board of Directors
at any date consists of persons not so nominated and approved; or
(c) The consummation of a merger or consolidation with another entity or the sale or other
disposition of all or substantially all of the Company’s assets (including, without limitation, a plan of liquidation),
which has been approved by shareholders of the Company.
Provided, however, the other provisions of this Section 2.8 (Definitions/Change in Control) notwithstanding,
the term “Change in Control” shall not mean any merger, consolidation, reorganization, or other transaction in
which the Company exchanges or offers to exchange newly-issued or treasury Common Shares representing 20
percent or more, but less than 50 percent, of the outstanding equity securities of the Company entitled to vote for
the election of directors, for 51 percent or more of the outstanding equity securities entitled to vote for the election
of at least the majority of the directors of a corporation other than the Company or an Affiliate (the “Acquired
Corporation”), or for all or substantially all of the assets of the Acquired Corporation.
Provided further, if a Change in Control constitutes a payment event with respect to any Award that provides
for the deferral of compensation and is subject to Code Section 409A, payments to be made upon a Change in
Control shall only be made upon a “change in control event” within the meaning of Code Section 409A.
2.9 “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes
of this Plan, references to sections of the Code shall be deemed to include references to any applicable rules,
regulations, and authoritative interpretations thereunder and any successor or similar provision.
2.10 “Committee” means the Compensation Committee of the Board or such other committee to which
the Board assigns the responsibility of administering this Plan. The Committee shall consist of at least three
members of the Board, each of whom may serve on the Committee only if the Board determines that he or she (a) is
a “Non-employee Director” for purposes of Rule 16b-3 under the Exchange Act, (b) satisfies the requirements of
an “outside director” for purposes of Code Section 162(m), and (c) qualifies as “independent” in accordance with
applicable stock exchange listing standards. The members of the Committee shall be appointed from time to time
by and shall serve at the discretion of the Board. If the Committee does not exist or cannot function for any reason,
the members of the Board that each satisfy the requirements of an “outside director” for purposes of Code Section
162(m) may take any action under the Plan that would otherwise be the responsibility of the Committee.
2.11 “Company” means Big Lots, Inc., an Ohio corporation, and any successor thereto as provided in
Article 23 (Successors) herein.