Big Lots 2009 Annual Report Download - page 85

B-4
ARTICLE III
ADMINISTRATION
3.1 Committee 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 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.
3.2 Restrictions on Reload/Repricing. Regardless of any other provision of 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.
3.3 Committee 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.
ARTICLE IV
SHARES SUBJECT TO PLAN
4.1 Number 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 Common Shares, plus (2) any
remaining 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 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 Common Shares or Common Shares
acquired from a third party. In any event, the total number of Common Shares underlying Awards granted under
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.
4.2 Unfulfilled 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 full or partial payment to the Company upon exercise of Awards granted under the Plan; (2) Common Shares
reserved for issuance upon grant of SARs, to the extent the number of reserved shares exceeds the number of shares
actually issued upon exercise of the SARs, and (3) Common Shares withheld by, or otherwise remitted to, the
Company to meet the obligations described in Section 13.4.
4.3 Restrictions on Common Shares. Common Shares issued upon exercise of an Award shall be subject to the terms
and conditions specified herein and to such other terms and conditions as the Committee, in its discretion, may
determine or provide in the Award Agreement. The Company shall not be required to issue or deliver any certificates