Big Lots 2011 Annual Report Download - page 100

A-20
13.11 Committee Discretion. In the event that applicable tax and/or securities laws change to permit
Committee discretion to alter the governing Performance Measures without obtaining shareholder approval of such
changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval.
In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify as
Qualified Performance-Based Awards, the Committee may make such grants without satisfying the requirements
of Code Section 162(m) and base vesting on Performance Measures other than those set forth in Section 13.1
(Qualified Performance-Based Awards and Performance Measures/In General).
13.12 Shareholder Approval for Qualified Performance-Based Awards. The material terms of the
performance goals with respect to Qualified Performance-Based Awards must be reapproved by the Company’s
shareholders no later than the first shareholders meeting that occurs in the fifth (5th) year following the year in
which the shareholders previously approved the provisions of this Article 13 (Qualified Performance-Based
Awards and Performance Measures), if Qualified Performance-Based Awards are to be made under Article 13
(Qualified Performance-Based Awards and Performance Measures) after the date of such shareholders meeting
and if required by Code Section 162(m). The material terms include the employees eligible to receive Qualified
Performance-Based Awards, a description of the business criteria on which the performance goal is based, and
either the maximum amount of compensation that could be paid to any employee or the formula used to calculate
the amount of compensation to be paid to the employee if the performance goal is attained.
Article 14. Transferability of Awards
During a Participant’s lifetime, his or her Awards shall be exercisable only by the Participant (or by the
Participant’s legal representative in the event of the Participant’s incapacity). Awards shall not be transferable other
than by will or the laws of descent and distribution; no Awards shall be subject, in whole or in part, to attachment,
execution, or levy of any kind; and any purported transfer in violation hereof shall be null and void.
Article 15. Impact of Termination of Employment or Service on Awards
15.1 In General. Unless otherwise determined by the Committee and set forth in the Award Agreement,
upon a Participant’s Termination of Employment or Service with or to the Company or an Affiliate, for any reason
whatsoever, except as otherwise set forth in this Article 15 (Impact of Termination of Employment or Service on
Awards), in an Award Agreement or, with the consent of such individual, as determined by the Committee at any
time prior to or after such termination, Awards granted to such Participant will be treated as follows:
(a) Any Options and SARs will (i) to the extent not vested and exercisable as of the date of such
Termination of Employment or Service with or to the Company or an Affiliate, terminate on the date of such
termination, and (ii) to the extent vested and exercisable as of the date of such Termination of Employment or
Service with or to the Company or an Affiliate, remain exercisable for a period of one (1) year following the date of
such termination (but in no event beyond the maximum term of such Award); provided, however, that a Participant
may not exercise an ISO more than three (3) months following the date of such termination for any reason other
than death or Disability (but in no event beyond the maximum term of such Award).
(b) Any unvested portion of any Restricted Stock, Restricted Stock Units, or Deferred Stock Units
will be immediately forfeited.
(c) Any Performance Shares, Performance Share Units, or Performance Units will be
immediately forfeited and terminate.
(d) Any other Awards, including, but not limited to, Cash-Based Awards and Other Stock-Based
Awards, to the extent not vested will be immediately forfeited and terminate.
15.2 Upon Termination of Employment or Service in Connection with a Change in Control. Except as
otherwise provided in an Award Agreement, upon a Termination of Employment or Service in connection with a
change in control, Awards granted to a Participant will be treated as set forth in Article 20 (Change in Control).