Big Lots 2009 Annual Report Download - page 99

C-2
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.
3.08. “Committee” means the Compensation Committee of the Board, which shall consist of not less than
three (3) members of the Board each of whom is a “non-employee director” as defined in Securities and
Exchange Commission Rule 16b-3(b)(3)(i), or as such term may be defined in any successor regulation
under Section 16 of the Exchange Act. In addition, each member of the Committee shall be an outside
director within the meaning of IRC section 162(m).
3.09. “Common Shares” means the common shares of the Company, its successors and assigns.
3.10. “Company” means Big Lots, Inc., an Ohio Corporation, its successors and assigns and any corporation
which shall acquire substantially all its assets.
3.11. “Conditional Payment” means prepaying a Bonus before the date of current payment in Section 6.02
and subjects the prepayment (or a portion thereof) to possible return to the Company.
3.12. “Covered Associate” means any Participant who is expected to be a “covered employee” (in the
Fiscal Year the Bonus is expected to be payable) as defined in IRC section 162(m) and the regulations
thereunder.
3.13. “Deferred Bonus Account” means the bookkeeping account established under Section 6.04.
3.14. “Determination Date” means as to a Performance Period: (a) the first day of the Performance Period;
or (b) such other date set by the Committee provided such date will not jeopardize the Plan’s Bonus as
qualified performance-based compensation under IRC section 162(m).
3.15. “Eligible Position” means an employment position with the Company or an Affiliate which provides
the employee in the position the opportunity to participate in the Plan. The Committee (or its designee)
determines Eligible Positions.
3.16. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
3.17. “Fiscal Year” means the fiscal year of the Company (currently comprised of a 52/53 week fiscal year
which ends on the Saturday nearest to January 31).
3.18. “Fiscal Year Bonus” means any Bonus relating to a period of service coextensive with one or more
consecutive Fiscal Years, of which no amount is paid or payable during the Fiscal Year(s) constituting
the period of service.
3.19. “IRC” means the Internal Revenue Code of 1986, as amended from time to time, and any successor.
3.20. “Participant” means a key employee of the Company or an Affiliate who has been approved for
participation in the Plan by the Committee (or its designee).
3.21. “Performance Period” means the period (which, with respect to a Covered Associate, may be no
shorter than a fiscal quarter of the Company) established by the Committee over which the Committee
measures whether or not Bonuses have been earned. In most cases, the Performance Period will be a
Fiscal Year. In the case of an inaugural Performance Period or a promotion, the Performance Period
may be less than a Fiscal Year.
3.22. “Tax” means any net income, alternative or add-on minimum tax, gross income, gross receipts,
commercial activity, sales, use, consumer, transfer, documentary, registration, ad valorem, value added,
franchise, profits, license, withholding, payroll, employment, unemployment insurance contribution,
excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom,
duty, unclaimed fund/abandoned property, or other tax, governmental fee or other like assessment or
charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional
amount imposed by any governmental authority responsible for the imposition of any such tax.
3.23. “Termination” or any form thereof means a “separation from service” as defined in Treasury Regulation
§1.409A-1(h) by a Participant with the Company and all its Affiliates.