Big Lots 2009 Annual Report Download - page 106

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agreement established under Section 6.04(b)(iv). Any determination or decision by the Committee shall
be conclusive and binding on all persons who at any time have or claim to have any interest whatever
under this Plan.
9.02. Liability of Committee, Indemnification. To the extent permitted by law, the Committee shall not
be liable to any person for any action taken or omitted in connection with the interpretation and
administration of this Plan unless attributable to his or her own bad faith or willful misconduct.
9.03. Expenses. The costs of the establishment, the adoption, and the administration of the Plan, including but
not limited to legal and accounting fees, shall be borne by the Company. The expenses of establishing
and administering any trust under Section 6.04(b)(iv) shall be borne by the trust; provided, however,
that the Company shall bear, and shall not be reimbursed by, the trust for any tax liability of the
Company associated with the investment of assets by the trust.
9.04. Choice of Law. The validity and effect of this Plan and the rights and obligations of all persons affected
hereby shall be construed and determined in accordance with the laws of the State of Ohio, unless
superseded by federal law, which shall govern correspondingly.
10. AMENDMENT OR TERMINATION
10.01. The Committee may modify or amend, in whole or in part, any or all of the provisions of the Plan,
except as to those terms or provisions that are required by IRC section 162(m) to be approved by the
shareholders, or suspend or terminate the Plan entirely; provided, however, that no such modifications,
amendment, suspension or termination may, without the consent of the Participant, or his Beneficiary
in the case of his/her death, reduce the right of a Participant, or his/her Beneficiary, as the case may
be, to any payment due under the Plan. For the avoidance of doubt, the Committee may amend the Plan
as necessary to conform the Plan to the requirements of IRC section 409A. Distributions of Deferred
Bonus Accounts on termination of the Plan shall occur only under the circumstances specified in
Section 6.04(b)(x) above.
11. TAX WITHHOLDING
11.01. The Company or the employing Affiliate shall have the right to deduct from all cash payments any
federal, state, or local taxes or other withholding amounts required by law or valid court order to
be withheld with respect to such cash payments. Amounts deferred will be taken into account for
purposes of any tax or withholding obligation under the Federal Insurance Contribution Act and
Federal Unemployment Tax Act, not in the year distributed, but at the later of the year the services are
performed or the year in which the rights to the amounts are no longer subject to a substantial risk of
forfeiture, as required by IRC sections 3121(v) and 3306(r) and the regulations thereunder. Amounts
required to be withheld pursuant to IRC sections 3121(v) and 3306(r) shall be withheld out of other
current wages paid to the Participant by the Company or the employing Affiliate, or, if such current
wages are insufficient, the Participant shall remit to the Company an amount equal to the applicable
tax withholding. The determination of the Company or the employing Affiliate regarding applicable
income and employment tax withholding requirements shall be final and binding on the Participant.
12. CLAIMS PROCEDURE
12.01. Any Participant (the “claimant”) who believes that he or she is entitled to a benefit under the Plan
or that wishes to resolve a dispute or disagreement which arises under, or in any way relates to, the
interpretation or construction of the Plan may file a claim with the Committee.
12.02. If the claim is wholly or partially denied, the Committee will within ninety (90) days of the receipt of
such claim provide the claimant with written notice of the denial setting forth in a manner calculated
to be understood by the claimant:
(a) The specific reason or reasons for which the claim was denied;
(b) Specific reference to pertinent Plan provisions, rules, procedures or protocols upon which the
Committee relied to deny the claim;