Big Lots 2011 Annual Report Download - page 102

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Article 19. Rights of Participants
19.1 Employment/Service. Nothing in this Plan or an Award Agreement shall interfere with or limit in
any way the right of the Company or its Affiliates to terminate any Participant’s employment or service on the
Board or to the Company or its Affiliates at any time or for any reason, nor confer upon any Participant any right
to continue his employment or service as a Director or Third Party Service Provider for any specified period of
time. Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the
Company or any of its Affiliates and, accordingly, subject to Article 3 (Administration) and Article 21 (Amendment,
Modification, Suspension, and Termination), this Plan and the benefits hereunder may be terminated at any time in
the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company
or its Affiliates. 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.
19.2 Participation. No individual shall have the right to be selected to receive an Award under this Plan,
or, having been so selected, to be selected to receive a future Award.
19.3 Rights as a Shareholder. Except as otherwise provided herein, a Participant shall have none of the
rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder
of such Shares.
Article 20. Change in Control
20.1 Impact of Event. Notwithstanding any other provision of the Plan to the contrary and unless
otherwise specifically provided in an Award Agreement, but subject to Section 4.4 (Shares Subject to this Plan and
Award Limitations/Adjustments in Authorized Shares) in the event of a Change in Control:
(a) Any Options and SARs outstanding as of the date of such Change in Control and not then
exercisable shall become fully exercisable to the full extent of the original grant;
(b) All remaining Restriction Periods shall be accelerated and any remaining restrictions
applicable to any Restricted Stock Awards shall lapse and such Restricted Stock shall become free of all restrictions
and become fully vested and transferable to the full extent of the original grant;
(c) All remaining Restriction Periods shall be accelerated and any remaining restrictions
applicable to any Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all
restrictions and become fully vested and redeemed to the full extent of the original grant (i.e., the Restriction
Period shall lapse);
(d) Any performance goal or other condition with respect to any Performance Units, Performance
Shares, and Performance Share Units shall be deemed to have been satisfied in full, and the Common Shares or
cash subject to such Award shall be fully distributable;
(e) Any remaining restrictions, performance goals or other conditions with respect to any
Deferred Stock Units shall lapse and such Deferred Stock Unit shall be deemed to have been satisfied in full, and
the Common Shares or cash subject to such Award shall be fully distributable; and
(f) Any Cash-Based Awards and Other Stock-Based Awards outstanding as of the date of such
Change in Control and not then vested shall vest to the full extent of the original grant.
Notwithstanding the foregoing, with respect to any Award that provides for the deferral of compensation and
is subject to Code Section 409A, unless the Committee determines otherwise in the Award Agreement, such Award
shall be paid, distributed or settled, as applicable: (i) on the occurrence of a Change in Control if that Change in
Control constitutes a “change in control event” within the meaning of Code Section 409A; or (ii) in accordance
with the terms provided in the Award Agreement if that Change in Control does not constitute a “change in control
event” within the meaning of Code Section 409A.