Big Lots 2009 Annual Report Download - page 82

B-1
APPENDIX B
The Big Lots 2005 Long-Term Incentive Plan, as proposed to be amended and restated effective May 27, 2010
BIG LOTS 2005 LONG-TERM INCENTIVE PLAN
ARTICLE I
ESTABLISHMENT AND PURPOSE
1.1 Restatement. The Plan was initially adopted on the Effective Date, amended pursuant to the approval of the
Company’s shareholders on May 29, 2008, and is hereby amended and restated in its entirety effective on the
Restatement Date.
1.2 Purposes. The Plan is intended to promote the Company’s long-term financial success and materially increase
shareholder value by motivating performance through incentive compensation. The Plan also is intended to
encourage Participants to acquire ownership interests in the Company, attract and retain talented associates and
enable Participants to participate in the Company’s long-term growth and financial success.
ARTICLE II
DEFINITIONS
When used in the Plan, the following terms have the meaning given to them in this Article II unless another meaning
is expressly provided elsewhere in the Plan or required by the plain context in which it is used. When applying the
terms defined in this Article II and other terms used throughout the Plan, the form of any term, phrase or word will,
as appropriate, include any and all of its forms.
2.1 “Affiliate” means (1) in the case of an ISO, a “parent corporation” or a “subsidiary corporation” of the Company, as
those terms are defined in Code §§424(e) and (f), respectively; and (2) in all other cases, any other entity (other than the
Company) regardless of its form that directly or indirectly controls, is controlled by or is under common control with,
the Company within the meaning of Code §414(b), as modified by Section 409A of the Code.
2.2 “Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Performance
Unit granted to a Participant under the Plan. At the Committee’s discretion, an Award may be granted as a
Performance-Based Award.
2.3 “Award Agreement” means any written or electronic agreement granting an Award to a Participant. Each Award
Agreement will specify the Grant Date and describe the terms and conditions imposed on the Award.
2.4 “Beneficiary” means any person (or entity), who (or which) has been designated by a Participant in his or her
most recent written beneficiary designation filed with the Committee to receive the compensation or to exercise the
rights that are due or exercisable at the Participant’s death. If there is no designated beneficiary, the term means any
person or entity entitled by will or the applicable laws of descent and distribution to receive such compensation.
2.5 “Board of Directors” or “Board” means the Company’s board of directors.
2.6 “Change in Control” means any one or more of the following events:
(1) Any person or group (as defined for purposes of Section 13(d) of the Exchange Act) becomes the beneficial
owner of, or has the right to acquire (by contract, option, warrant, conversion of convertible securities or
otherwise), 20 percent or more of the outstanding equity securities of the Company entitled to vote for the
election of directors;
(2) 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
(3) The 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).