Big Lots 2011 Annual Report Download - page 86

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be equal to the average of the reported opening and closing prices of a Share on the most recent date on which
Shares were publicly traded. In the event Shares are not publicly traded at the time a determination of their value
is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee
in such manner as it deems appropriate taking into account all information material to the value of the Company
within the meaning of Code Section 409A.
2.26 “Final Pre-Establishment Date” means the last day a performance goal is considered pre-
established under Code Section 162(m). As of the Effective Date, a performance goal shall be considered pre-
established under Code Section 162(m) if the Committee establishes the performance goal within ninety (90) days
after the commencement of the period of service to which the performance goal relates, or, in any event, no later
than twenty-five percent (25%) of the period of service to which the performance goal relates has elapsed; provided
that the outcome of the performance goal is substantially uncertain at the time the Committee establishes the
performance goal.
2.27 “Full Value Award” means an Award other than an ISO, NQSO, or SAR, which is settled by the
issuance of Shares.
2.28 “Grant Date” means the later of (a) the date the Committee establishes the terms of an Award,
or (b) any later date specified in the Award Agreement. In no event may the Grant Date be earlier than the
Effective Date.
2.29 “Grant Price” means the price established at the time of grant of an SAR pursuant to Article 7 (Stock
Appreciation Rights), used to determine whether there is any payment due upon exercise of the SAR.
2.30 “Incentive Stock Option” or “ISO” means an Option to purchase Shares granted under Article 6
(Options) to an Employee and that is designated as an Incentive Stock Option and that meets the rules and
requirements of Code Section 422, or any successor provision.
2.31 “Insider” shall mean an individual who is, on the relevant date, an officer, or Director of the
Company or an Affiliate, or a more than ten percent (10%) Beneficial Owner of any class of the Company’s equity
securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance
with Section 16 of the Exchange Act.
2.32 “Nonemployee Director” means a Director who is not an Employee.
2.33 “Nonemployee Director Award” means any Award granted to a Nonemployee Director as described
in Article 12 (Nonemployee Director Awards).
2.34 “Nonqualified Stock Option” or “NQSO” means an Option that is not intended to meet the
requirements of Code Section 422, or that otherwise does not meet such requirements.
2.35 “Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6
(Options).
2.36 “Other Stock-Based Award” means an equity-based or equity-related Award not otherwise
described by the terms of this Plan, granted pursuant to Article 11 (Cash-Based Awards and Other Stock-
Based Awards).
2.37 “Participant” means any Eligible Individual as set forth in Article 5 (Eligibility and Participation) to
whom an Award is granted.
2.38 “Performance Measures” means business criteria or measures as described in Article 13 (Qualified
Performance-Based Awards and Performance Measures) on which the performance goals are based and which
are approved by the Company’s shareholders pursuant to this Plan in order to qualify Awards for the exception for
qualified performance-based compensation of Code Section 162(m).
2.39 “Performance Period” means the period of time during which the performance goals must be met in
order to determine the degree of payout and/or vesting with respect to an Award.
2.40 “Performance Share” means a grant of a stated number of Shares to a Participant under the Plan that
is forfeitable by the Participant until the attainment of specified performance goals, or until otherwise determined
by the Committee or in accordance with the Plan, subject to the continuous employment of the Participant through
the applicable Performance Period.