Big Lots 2009 Annual Report Download - page 83

B-2
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.
2.11 “Covered Employee” means a Participant whose compensation in the year of the expected payment of an
Award will be subject to Code §162(m).
2.12 “Disability” means:
(1) With respect to ISOs, as that term is defined in Code §22(e)(3);
(2) With respect to any Award that is 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.
2.13 “Effective Date” means May 17, 2005, the date upon which the Plan was initially approved by the Company’s
shareholders.
2.14 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
2.15 “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.
2.16 “Fair Market Value” means:
(1) If the Common Shares are readily tradable on an established securities market, the average of the opening
and closing trading prices of a Common Share on any date for which it is relevant or, if a relevant date occurs
on a day other than a trading day, on the next trading day; and
(2) If the Common Shares are not readily tradable on an established securities market, the value determined by
the Committee through the reasonable application of a reasonable method, taking into account all information
material to the value of the Company, within the meaning of Code §409A and the Treasury Regulations
promulgated thereunder.