Big Lots 2007 Annual Report Download - page 76

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- 4 -
- 4 -
As amended and restated effective May 29, 2008.
employee 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.
2.340“Vesting Acceleration Feature” means a term in an Award Agreement that, upon achievement and
certification of performance goals set forth in Section 10.3, causes the lapse of restrictions imposed on Restricted
Stock or Restricted Stock Units to accelerate.
ARTICLE III
ADMINISTRATION
3.1Committee Duties. The Committee is granted all powers appropriate and necessary to administer the Plan.
Consistent with the Plan’s purpose, the Committee may adopt, amend and rescind rules and regulations relating to
the Plan to the extent appropriate to protect the Company’s interests and the Plan’s purpose and has complete
discretion to make all other decisions necessary or advisable for the administration and interpretation of the Plan.
Any action by the Committee will be final, binding and conclusive for all purposes and upon all Participants and
Beneficiaries. Also, the Committee (or the Board, as appropriate) may revoke or amend the Plan and Award
Agreements without any additional consideration to affected Participants, to the extent necessary to avoid penalties
under Code §409A, even if that revocation or those amendments reduce, restrict or eliminate rights granted under
the Plan or Award Agreement (or both) before the amendments; provided, however, that, although the Company or
the Committee may (but neither is required to) reimburse an affected Participant for any diminution in the value of
an Award associated with any such change.
3.2Restrictions on Reload/Repricing. Regardless of any other provision of this the Plan (1) without the prior
approval of the shareholders, neither the Company nor the Committee may reprice or grant any Award in connection
with the cancellation of a previously granted Award if the Exercise Price of the later granted Award is less than the
Exercise Price of the earlier granted Award and (2) no Participant will be entitled (and no Committee discretion may
be exercised to extend to any Participant) an automatic grant of additional Awards in connection with the exercise of
an Option or otherwise.
3.3Committee Actions. The Committee may authorize any one or more of its members or an officer of the
Company to execute and deliver documents on behalf of the Committee. The Committee may allocate among one or
more of its members, or may delegate to one or more of its agents, such duties and responsibilities as it determines.
However, the Committee may not delegate any duties required to be administered by the Committee to comply with
Code §162(m) or any applicable law.
3.4Deferral of Awards. In its discretion, the Committee may permit any Participant to defer recognition of any
Award through any means that is acceptable to it and which is consistent with Code §409A.
ARTICLE IV
SHARES SUBJECT TO PLAN
4.1Number of Shares. Subject to Section 4.7, the total number of Common Shares reserved and available for
distribution pursuant to Awards shall be the sum of (1) 1,250,000 newly issued sharesCommon Shares, plus (2) any
remaining shares Common Shares available for issuance under the Company’s 1996 Performance Incentive Plan on
December 30, 2005, plus (3) an additional .75 percent of the total number of issued Common Shares (including
treasury shares) as of the start of each of the Company’s fiscal years (currently comprised of a 52/53-week period
which ends on the Saturday nearest to January 31) that the Plan is in effect (including shares Common Shares
exchanged when exercising Options), plus (4) effective on the Restatement Date, 2,100,000 newly issued Common
Shares. Such shares may consist, in whole or in part, of authorized and unissued shares Common Shares or
sharesCommon Shares acquired from a third party. In any event, the total ofnumber of Common Shares underlying
Awards granted under this the Plan, the 1996 Performance Incentive Plan, the Big Lots, Inc. Executive Stock Option
and Stock Appreciation Rights Plan and the Director Stock Option Plan shall not exceed 15 percent of the total
Common Shares issued and outstanding (including treasury shares) as of any date.
4.2Unfulfilled Awards. Any Common Shares subject to an Award that, for any reason, is forfeited, cancelled,
terminated or relinquished may again be the subject of an Award. Notwithstanding the foregoing, the following
shares shall not become available again for issuance as an Award: (1) Common Shares tendered by Participants as