Big Lots 2009 Annual Report Download - page 96

B-15
13.7 Nontransferability; Beneficiaries. No Award or Common Shares subject to an Award shall be assignable
or transferable by the Participant otherwise than by will or the laws of descent and distribution or pursuant to a
beneficiary designation, and Awards shall be exercisable during the Participant’s lifetime only by the Participant
(or by the Participant’s legal representatives in the event of the Participant’s incapacity). Each Participant may
designate a Beneficiary to exercise any Option or SAR or receive any Award held by the Participant at the time
of the Participant’s death or to be assigned any other Award outstanding at the time of the Participant’s death. No
Award or Common Shares subject to an Award shall be subject to the debts of a Participant or Beneficiary or subject
to attachment or execution or process in any court action or proceeding unless otherwise provided in the Plan. If
a deceased Participant has named no Beneficiary, any Award held by the Participant at the time of death shall be
transferred as provided in his or her will or by the applicable laws of descent and distribution. Except in the case of
the Participant’s incapacity, only the Participant may exercise an Option or SAR.
13.8 No Rights with Respect to Continuance of Employment. Nothing contained herein shall be deemed to alter
the relationship between the Company or an Affiliate and a Participant, or the contractual relationship between
a Participant and the Company or an Affiliate if there is a written contract regarding such relationship. Nothing
contained herein shall be construed to constitute a contract of employment between the Company or an Affiliate
and a Participant. The Company or an Affiliate and each of the Participants continue to have the right to Terminate
the Employment or service relationship at any time for any reason, except as provided in a written contract. The
Company or an Affiliate shall have no obligation to retain the Participant in its employ or service as a result of the
Plan. There shall be no inference as to the length of employment or service hereby, and the Company or an Affiliate
reserves the same rights to Terminate the Employment or service of the Participant as existed prior to the individual
becoming a Participant in the Plan.
13.9 Awards in Substitution for Awards Granted by Other Corporations. Awards may be granted under the Plan from
time to time in substitution for awards held by employees, directors or service providers of other corporations who are
about to become officers or employees of the Company or an Affiliate (and will be eligible to be Participants) as the
result of a transaction described in Code §424. The terms and conditions of the Awards so granted may vary from the
terms and conditions set forth in the Plan at the time of such grant as the majority of the members of the Committee
may deem appropriate to conform, in whole or in part, to the provisions of the awards in substitution for which they are
granted and to ensure that the requirements imposed under Code §§409A and 424, to the extent applicable, are met.
13.10 Delivery of Stock Certificates. To the extent the Company uses certificates to represent Common Shares,
certificates to be delivered to Participants under the Plan shall be deemed delivered for all purposes when the
Company or a stock transfer agent of the Company shall have placed such certificates in the United States mail,
addressed to the Participant, at the Participant’s last known address on file with the Company. Any reference in
this Section 13.10 or elsewhere in the Plan or an Award Agreement to actual stock certificates and/or the delivery
of actual stock certificates shall be deemed satisfied by the electronic record-keeping and electronic delivery of
Common Shares or other mechanism then utilized by the Company and its agents for reflecting ownership of such
Common Shares.
13.11 Indemnification. To the maximum extent permitted under the Company’s Articles of Incorporation and
Code of Regulations, each person who is or shall have been a member of the Committee, or of the Board, shall be
indemnified and held harmless by the Company against and from (1) any loss, cost, liability or expense (including
attorneys’ fees) that may be imposed upon or reasonably incurred by him or her in connection with or resulting
from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved
by reason of any action taken or failure to act under the Plan or any Award Agreement, and (2) from any and all
amounts paid by him or her in settlement thereof, with the Company’s prior written approval, or paid by him or her
in satisfaction of any judgment in any such claim, action, suit or proceeding against him or her; provided, however,
that he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or
she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles
of Incorporation or Code of Regulations, by contract, as a matter of law, or otherwise, or under any power that the
Company may have to indemnify them or hold them harmless.
13.12 No Fractional Shares. No fractional Common Shares shall be issued or delivered under the Plan or any Award
granted hereunder, provided that the Committee, in its sole discretion, may round fractional shares down to the
nearest whole share or settle fractional shares in cash.