Big Lots 2011 Annual Report Download - page 87

A-7
2.41 “Performance Share Unit” means a Participant’s contractual right to receive a stated number of
Shares or, if provided by the Committee on or after the Grant Date, cash equal to the Fair Market Value of such
Shares, under the Plan at a specified time that is forfeitable by the Participant until the attainment of specified
performance goals, or until otherwise determined by the Committee or in accordance with the Plan, subject to the
continuous employment of the Participant through the applicable Performance Period.
2.42 “Performance Unit” means a Participant’s contractual right to receive a cash-denominated
award, payable in cash or Shares, under the Plan at a specified time that is forfeitable by the Participant until the
attainment of specified performance goals, or until otherwise determined by the Committee or in accordance with
the Plan, subject to the continuous employment of the Participant through the applicable Performance Period.
2.43 “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and
used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
2.44 “Plan” means the Big Lots 2012 Long-Term Incentive Plan.
2.45 “Plan Year” means the Company’s fiscal year.
2.46 “Prior Plan” means the Big Lots 2005 Long-Term Incentive Plan, as amended and restated, effective
May 27, 2010.
2.47 “Qualified Performance-Based Awards” means compensation under an Award that is intended
to satisfy the requirements of Code Section 162(m) for certain performance-based compensation paid to Covered
Employees. Notwithstanding the foregoing, nothing in this Plan shall be construed to mean that an Award which
does not satisfy the requirements for performance-based compensation under Code Section 162(m) does not
constitute performance-based compensation for other purposes.
2.48 “Restricted Stock” means an Award granted to a Participant pursuant to Article 8 (Restricted Stock
and Restricted Stock Units).
2.49 “Restricted Stock Unit” means an Award granted to a Participant pursuant to Article 8 (Restricted
Stock and Restricted Stock Units), except no Shares are actually awarded to the Participant on the Grant Date.
2.50 “Restriction Period” means the period when Restricted Stock, Restricted Stock Units, Deferred
Stock Units and/or Other Stock-Based Awards are subject to a substantial risk of forfeiture (based on the passage
of time, the achievement of performance goals, or upon the occurrence of other events as determined by the
Committee, in its discretion).
2.51 “Share” means a common share of the Company, par value $.01 per share (as such par value may
be amended from time to time), whether presently or hereafter issued, and any other stock or security resulting
from adjustment thereof as described hereinafter, or a share of common stock of any successor pursuant to
Article 23 (Successors).
2.52 “Share Authorization” has the meaning set forth in Section 4.1(a) (Shares Subject to this Plan and
Award Limitations/Share Authorization).
2.53 “Stock Appreciation Right” or “SAR” means an Award, designated as an SAR, pursuant to the
terms of Article 7 (Stock Appreciation Rights) herein.
2.54 “Termination of Employment or Service” means the occurrence of any act or event that causes a
Participant to cease being an employee of the Company and any Affiliate, including, without limitation, death, Disability,
dismissal, severance at the election of the Participant, or severance as a result of the discontinuance, liquidation, sale,
or transfer by the Company or its Affiliates of a business owned or operated by the Company or any Affiliate. With
respect to any Participant who is not an employee of the Company or any Affiliate, the Award Agreement shall establish
what act or event shall constitute a Termination of Employment or Service for purposes of this Plan. A Termination of
Employment or Service shall occur with respect to a Participant who is employed by an Affiliate if the Affiliate shall
cease to be an Affiliate and the Participant shall not immediately thereafter become an employee of the Company or an
Affiliate. Notwithstanding the foregoing, as described in Section 15.4 (Impact of Termination of Employment or Service
on Awards/Change in Participant Status), no Termination of Employment or Service shall occur if the Participant
continues to be an Employee, Director, or Third Party Service Provider after such termination. Provided, however, if
a Termination of Employment or Service 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 Termination of Employment
or Service shall only be made upon a “separation from service” within the meaning of Code Section 409A.