Big Lots 2011 Annual Report Download - page 85

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2.12 “Covered Employee” means any key Employee who is or may become a “Covered Employee,” as
defined in Code Section 162(m), and who is designated, either as an individual Employee or class of Employees, by
the Committee as a “Covered Employee” under this Plan on or before the Final Pre-Establishment Date.
2.13 “Deferred Annual Amount” has the meaning set forth in Section 9.1 (Deferred Stock Units/
In General).
2.14 “Deferred Stock Unit” means a Participant’s contractual right to receive a stated number of Shares
or, if provided by the Committee on the Grant Date, cash equal to the Fair Market Value of such Shares, under the
Plan at the end of a specified period of time or upon the occurrence of a specified event, as further described in
Section 9.1 (Deferred Stock Units/In General).
2.15 “Deferral Election Form” has the meaning set forth in Section 9.1 (Deferred Stock Units/
In General).
2.16 “Director” means any individual who is a member of the Board of Directors of the Company or the
board of directors of any Affiliate of the Company.
2.17 “Disability” means:
(a) With respect to ISOs, as that term is defined in Code Section 22(e)(3);
(b) If Disability constitutes a payment event with respect to any Award that is subject to Code
Section 409A, Disability shall mean, unless the Committee determines otherwise in accordance with Code Section
409A, that the Participant is (i) unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months, (ii) by reason of any readily determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a continuous period of
not less than twelve (12) months, receiving income replacement benefits for a period of at least three (3) months
under an accident and health plan covering employees of the Participant’s employer, or (iii) determined to be totally
disabled by the Social Security Administration or the Railroad Retirement Board; and
(c) Unless the Committee determines otherwise, with respect to any other Award, a physical or
mental condition that, for more than six (6) consecutive months, renders the Participant incapable, with reasonable
accommodation, of performing his or her assigned duties on a full-time basis.
2.18 “Dividend-Equivalent Right” means the right to receive an amount, calculated with respect to a
Full Value Award, which is determined by multiplying the number of Shares subject to the applicable Award by the
per-Share cash dividend, or the per-Share Fair Market Value (as determined by the Committee) of any dividend in
consideration other than cash, paid by the Company on Shares.
2.19 “Effective Date” has the meaning set forth in Section 1.1 (Establishment, Purpose, and Duration/
Establishment).
2.20 “Elective Deferred Stock Units” has the meaning set forth in Section 9.1 (Deferred Stock Units/
In General).
2.21 “Eligible Individual” means an individual who is an Employee, Director, and/or Third Party
Service Provider.
2.22 “Employee” means any employee of the Company or any of its Affiliates.
2.23 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any
successor act thereto.
2.24 “Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to
an Option.
2.25 “Fair Market Value” or “FMV” means a price that is equal to the opening, closing, actual, high,
low, or average selling prices of a Share reported on the New York Stock Exchange (“NYSE”) or other established
stock exchange (or exchanges) on the applicable date, the preceding trading day, the next succeeding trading day,
or an average of trading days, as determined by the Committee and, to the extent applicable, in a manner consistent
with Code Section 409A. Unless the Committee determines otherwise, Fair Market Value shall be deemed to