Big Lots 2011 Annual Report Download - page 103

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20.2 Effect of Code Section 280G. Except as otherwise provided in the Award Agreement or any other
written agreement between the Participant and the Company or any Affiliate in effect on the date of the Change in
Control, if the sum (or value) due under Section 20.1 (Change in Control/Impact of Event) that are characterizable
as parachute payments, when combined with other parachute payments attributable to the same Change in Control,
constitute “excess parachute payments” as defined in Code Section 280G(b)(1), the entity responsible for making
those payments or its successor or successors (collectively, “Payor”) will reduce the Participant’s benefits under
the Plan by the smaller of (a) the value of the sum or the value of the payments due under Section 20.1 (Change in
Control/Impact of Event), or (b) the amount necessary to ensure that the Participant’s total “parachute payment” as
defined in Code Section 280G(b)(2)(A) under the Plan and all other agreements will be $1.00 less than the amount
that would generate an excise tax under Code Section 4999. Any reduction pursuant to this Section 20.2 (Change in
Control/Effect of Code Section 280G) shall be first applied against parachute payments (as determined above) that
are not subject to Code Section 409A and, thereafter, shall be applied against all remaining parachute payments (as
determined above) subject to Code Section 409A on a pro rata basis.
Article 21. Amendment, Modification, Suspension, and Termination
21.1 Amendment, Modification, Suspension, and Termination. Subject to Section 21.3 (Amendment,
Modification, Suspension, and Termination/Awards Previously Granted) and Section 21.5 (Amendment,
Modification, Suspension, and Termination/Repricing Prohibition), the Committee may, at any time and from
time to time, alter, amend, modify, suspend, or terminate this Plan and/or any Award Agreement in whole or in
part; provided, however, that no material amendment of this Plan shall be made without shareholder approval if
shareholder approval is required by law, regulation, or stock exchange rule.
21.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.
Except to the extent prohibited under Code Sections 409A and 424, to the extent applicable, the Committee may
make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (other than those described in Section 4.4 (Shares Subject to this Plan and Award Limitations/
Adjustments in Authorized Shares) hereof), affecting the Company or the financial statements of the Company
or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that
such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential
benefits intended to be made available under this Plan. The determination of the Committee as to the foregoing
adjustments, if any, shall be conclusive and binding on Participants under this Plan.
21.3 Awards Previously Granted. Notwithstanding any other provision of this Plan to the contrary (other
than Section 21.4 (Amendment, Modification, Suspension, and Termination/Amendment to Conform to Law)), no
termination, amendment, suspension, or modification of this Plan or an Award Agreement shall adversely affect
in any material way any Award previously granted under this Plan, without the written consent of the Participant
holding such Award.
21.4 Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the contrary,
the Board of Directors may amend the Plan or an Award Agreement, to take effect retroactively or otherwise, as
deemed necessary or advisable for the purpose of (a) conforming the Plan or an Award Agreement to any present or
future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A to the extent
applicable), and to the administrative regulations and rulings promulgated thereunder; (b) permitting the Company
or its Affiliates to receive a tax deduction under applicable law; or (c) avoiding an expense charge to the Company
or its Affiliates. By accepting an Award under this Plan, a Participant consents to any amendment made pursuant
to this Section 21.4 (Amendment, Modification, Suspension, and Termination/Amendment to Conform to Law) to
any Award granted under the Plan without further consideration or action.
21.5 Repricing Prohibition. Except to the extent (a) approved by the Company’s shareholders, or (b)
provided in Section 4.4 (Shares Subject to this Plan and Award Limitations/Adjustments in Authorized Shares), the
Committee shall not have the power or authority to reduce, whether through amendment or otherwise, the Exercise
Price or the Grant Price of any outstanding Option or SAR or to grant any new Award, or make any cash payment,
in substitution for or upon the cancellation of Options or SARs previously granted.
21.6 Reload Prohibition. Regardless of any other provision of the Plan, no Participant will be entitled
to (and no Committee discretion may be exercised to extend to any Participant) an automatic grant of additional
Awards in connection with the exercise of an Option or otherwise.