Big Lots 2007 Annual Report Download - page 74

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As amended and restated effective May 29, 2008.
(3) tThe shareholders of the Company approve an agreement to merge or consolidate with another corporation
or an agreement to sell or otherwise dispose of all or substantially all of the Company’s assets (including,
without limitation, a plan of liquidation).
Provided, however, the other provisions of this Section 2.6 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.
2.7“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor, along with
relevant rules, regulations and authoritative interpretations the Internal Revenue Service issues.
2.8“Committee” means the Compensation Committee of the Board or such other Board committee to which the
Board assigns the responsibility of administering the 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 (1) is a “Non-
employee Director” for purposes of Rule 16b-3 under the Exchange Act, (2) satisfies the requirements of an “outside
director” for purposes of Code §162(m) and (3) qualifies as “independent” in accordance with New York Stock
Exchange listing standards.
2.9“Common Shares” means shares of the Company’s common shares, $0.01 par value (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 the Common Shares of any successor to the Company which is
designated for the purpose of the Plan.
2.10 “Company” means Big Lots, Inc., an Ohio corporation.
2.110“Covered Employee” means a Participant whose compensation in the year of the expected payment of an
Award will be subject to Code §162(m).
2.121“Disability” means:,
(1) wWith respect to ISOs, as that term is defined in Code §22(e)(3);,
(2) wWith respect to any Award (other than an ISO) that is not subject to Code §409A, the Participant is (a)
unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous period of not
less than 12 months, (b) by reason of any readily determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12 months,
receiving income replacement benefits for a period of at least three months under an accident and health plan
covering employees of the Participant’s employer, or (c) determined to be totally disabled by the Social
Security Administration or the Railroad Retirement Board; and
(3) With respect to any other Award, a physical or mental condition that, for more than six consecutive months,
renders the Participant incapable, with reasonable accommodation, of performing his or her assigned duties on a
full-time basis or, with respect to any Award (that is not an ISO) that is subject to Code §409A, as that term is
defined under Code §409A.
2.13 “Effective Date” means May 17, 2005, the date upon which the Plan was initially approved by the Company’s
shareholders.
2.142“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
2.153“Exercise Price” means the price, if any, a Participant must pay to exercise an Award or the amount upon
which the value of an Award is based.
2.164“Fair Market Value” means: