Big Lots 2009 Annual Report Download - page 95

B-14
ARTICLE XIII
MISCELLANEOUS
13.1 Amendment, Alteration and Termination. The Board may amend, alter or terminate the Plan at any time, but
no amendment, alteration or termination shall be made which would impair the rights of a Participant under an
Award theretofore granted without the Participant’s consent. Notwithstanding the immediately preceding sentence,
an amendment may be made to (1) cause the Plan to comply with applicable law (including, but not limited to,
any changes needed to comply with Code §409A), (2) permit the Company, or an Affiliate a tax deduction under
applicable law, or (3) avoid an expense charge to the Company or an Affiliate. Subject to the requirements of Code
§409A and except to the extent prohibited by Code §162(m), the Committee may amend, alter or terminate any
Award Agreement prospectively or retroactively, on the same conditions and limits (and exceptions to limitations)
that apply to the Board and further subject to any approval or limitations the Board may impose and any amendment
to the terms of an Award Agreement which has the effect of accelerating the exercisability (with respect to any
Option or SAR Award), causing the remaining restrictions to lapse (in the case of Restricted Stock or Restricted
Stock Unit Awards), or satisfying any performance goal or other condition (with respect to any Performance Unit
Award) may only be made after, in the Committee’s sole discretion, an extraordinary, unusual or nonrecurring event
has occurred. Notwithstanding the foregoing, any material amendments to the Plan or any Award Agreement shall
require shareholder approval to the extent required by the rules of the New York Stock Exchange or other national
securities exchange or market that regulates the securities of the Company.
13.2 Unfunded Status of Plan. It is intended that the Plan be an “unfunded” plan for incentive compensation. The
Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to
deliver Common Shares or make payments; provided, however, that, unless the Committee otherwise determines, the
existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.
13.3 No Additional Obligation. Nothing contained in the Plan shall prevent the Company or an Affiliate from
adopting other or additional compensation or benefit arrangements for its employees.
13.4 Withholding. As soon as practicable after the date as of which the amount first becomes includible in the gross
income of the Participant (but no later than the last business day of the calendar quarter during which the amount
first becomes includible in gross income), the Participant shall pay to the Company or an Affiliate (or other entity
identified by the Committee), or make arrangements satisfactory to the Company or other entity identified by the
Committee regarding the payment of any federal, state, or local taxes of any kind (including any employment taxes)
required by law to be withheld with respect to such income. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment otherwise due to the Participant. Subject to approval
by the Committee, a Participant may elect to have such tax withholding obligation satisfied, in whole or in part, by
(1) authorizing the Company to withhold from the Common Shares to be issued pursuant to any Award a number
of Common Shares that would satisfy the required statutory minimum (but no more than such required minimum)
with respect to the Company’s withholding obligation or (2) transferring to the Company Common Shares owned by
the Participant that would satisfy the required statutory minimum (but no more than such required minimum) with
respect to the Company’s withholding obligation.
13.5 Controlling Law. The Plan and all Awards made and actions taken thereunder shall be governed by and
construed in accordance with the laws of Ohio (other than its law respecting choice of laws). The Plan shall be
construed to comply with all applicable law and to avoid liability (other than a liability expressly assumed under
the Plan or an Award Agreement) to the Company, an Affiliate or a Participant. In the event of litigation arising in
connection with actions under the Plan, the parties to such litigation shall submit to the jurisdiction of courts located
in Franklin County, Ohio or to the federal district court that encompasses that county.
13.6 Offset. Any amounts owed to the Company or an Affiliate by the Participant of whatever nature up to $5,000
in any taxable year of the Participant may be offset by the Company from the value of any Award to be transferred
to the Participant, and no Common Shares, cash or other thing of value under the Plan or an Award Agreement shall
be transferred unless and until all disputes between the Company and the Participant have been fully and finally
resolved and the Participant has waived all claims to such against the Company or an Affiliate. However, no waiver
of any liability (or the right to apply the offset described in this Section 13.6) may be inferred because the Company
pays an Award to a Participant with an outstanding liability owed to the Company or an Affiliate.