Big Lots 2011 Annual Report Download - page 90

A-10
(g) Cash-Based Awards: The maximum aggregate amount awarded or credited with respect to
Cash-Based Awards to any one Participant in any one Plan Year may not exceed the greater of
seven million dollars ($7,000,000) or the value of one million (1,000,000) Shares, determined
as of the Grant Date.
(h) Other Stock-Based Awards: The maximum aggregate grant with respect to Other Stock-
Based Awards pursuant to Section 11.2 (Cash-Based Awards and Other Stock-Based Awards/
Other Stock-Based Awards) in any one Plan Year to any one Participant shall be one million
(1,000,000) Shares.
4.4 Adjustments in Authorized Shares. In the event of any corporate event or transaction (including,
but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a merger,
consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, special
cash dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the
Company, combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structure,
number of outstanding Shares or distribution (other than normal cash dividends) to shareholders of the Company,
or any similar corporate event or transaction, the Committee, in order to prevent dilution or enlargement of
Participants’ rights under this Plan, shall substitute or adjust, as applicable, the number and kind of Shares that
may be issued under this Plan or under particular forms of Awards, the number and kind of Shares subject to
outstanding Awards, the Exercise Price or Grant Price applicable to outstanding Awards, the Annual Award
Limits, and other value determinations applicable to outstanding Awards. Any such adjustment shall be done in
a manner consistent with Code Section 409A and, where applicable, Code Section 424. The Committee may also
make appropriate adjustments in the terms of any Awards under this Plan to reflect such changes or distributions,
including modifications of performance goals and changes in the length of Performance Periods as permitted by
Code Section 162(m), or as the Committee otherwise determines. The determination of the Committee as to the
foregoing adjustments, if any, shall be at the discretion of the Committee and shall be conclusive and binding on
Participants under this Plan.
Subject to the provisions of Article 21 (Amendment, Modification, Suspension, and Termination) and
notwithstanding anything else herein to the contrary, without affecting the number of Shares reserved or available
hereunder, the Committee may authorize the issuance or assumption of benefits under this Plan in connection with
any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it
may deem appropriate (including, but not limited to, a conversion of equity awards into Awards under this Plan),
subject to compliance with the rules under Code Sections 409A, 422 and 424, to the extent applicable.
Article 5. Eligibility and Participation
5.1 Eligibility. Individuals eligible to participate in this Plan include all Employees, Directors, and Third
Party Service Providers.
5.2 Actual Participation. Subject to the provisions of this Plan, the Committee may, from time to time,
select from the Eligible Individuals, those individuals to whom Awards shall be granted. Grants need not be
uniform as among Participants.
5.3 Conditions of Participation. By accepting an Award, each Participant agrees in his or her own
behalf and in behalf of his or her beneficiaries (1) to be bound by the terms of the Award Agreement and the
Plan and (2) that the Committee (or the Board) may amend the Plan and the Award Agreement without any
additional consideration to the extent necessary to avoid penalties arising under Code Section 409A, even if those
amendments reduce, restrict or eliminate rights or Awards granted under the Plan or an Award Agreement (or both)
before those amendments; provided, however, that the Company or the Committee may (but neither is required to)
reimburse an affected Participant or his or her beneficiary for any diminution in the value of an Award associated
with any such change.