Big Lots 2013 Annual Report Download - page 101

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any Affiliate. With respect to any Participant who is not an employee of the Company or any Affiliate, the Award
Agreement shall establish what act or event shall constitute a Termination of Employment or Service for purposes
of this Plan. A Termination of Employment or Service shall occur with respect to a Participant who is employed
by an Affiliate if the Affiliate shall cease to be an Affiliate and the Participant shall not immediately thereafter
become an employee of the Company or an Affiliate. Notwithstanding the foregoing, as described in Section
15.4 (Impact of Termination of Employment or Service on Awards/Change in Participant Status), no Termination
of Employment or Service shall occur if the Participant continues to be an Employee, Director, or Third Party
Service Provider after such termination. Provided, however, if a Termination of Employment or Service constitutes
a payment event with respect to any Award that provides for the deferral of compensation and is subject to Code
Section 409A, payments to be made upon a Termination of Employment or Service shall only be made upon a
“separation from service” within the meaning of Code Section 409A.
2.552.56 “Third Party Service Provider” means any consultant, agent, advisor, or independent
contractor who renders services to the Company or an Affiliate pursuant to a written agreement that (a) are not
in connection with the offer and sale of the Company’s securities in a capital raising transaction, and (b) do not
directly or indirectly promote or maintain a market for the Company’s securities.
ARTICLE 3. ADMINISTRATION
3.1 General. The Committee shall be responsible for administering this Plan, subject to this Article 3
(Administration) and the other provisions of this Plan. The Committee may employ attorneys, consultants,
accountants, agents, and other individuals, any of whom may be an Employee, and the Committee, the Company,
and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations of any such
individuals. All actions taken and all interpretations and determinations made by the Committee shall be final and
binding upon the Participants, the Company, and all other interested individuals.
3.2 Authority of the Committee. The Committee shall have full and exclusive discretionary power to
interpret the terms and the intent of this Plan and any Award Agreement or other agreement or document ancillary
to or in connection with this Plan, to determine eligibility for Awards and to adopt such rules, regulations, forms,
instruments, and guidelines for administering this Plan as the Committee may deem necessary or proper. Such
authority shall include, but not be limited to, (a) selecting Participants, (b) establishing all Award terms and
conditions, including the terms and conditions set forth in Award Agreements and any ancillary document or
materials, (c) granting Awards as an alternative to or as the form of payment for grants or rights earned or due
under compensation plans or arrangements of the Company, (d) construing any ambiguous provision of the Plan
or any Award Agreement, (e) establishing performance goals, and for Qualified Performance-Based Awards,
establishing and certifying satisfaction of performance goals in accordance with the requirements of Code Section
162(m), (f) subject to Article 21 (Amendment, Modification, Suspension, and Termination), adopting modifications
and amendments to this Plan or any Award Agreement, including without limitation, any that are necessary to
comply with the laws of the countries and other jurisdictions in which the Company or its Affiliates operate,
and (g) making any other determination and taking any other action that it deems necessary or desirable for the
administration or operation of the Plan and/or any Award Agreement.
3.3 Delegation. The Committee may delegate to one or more of its members or to one or more officers
of the Company or its Affiliates or to one or more agents or advisors such administrative duties or powers as it
may deem advisable, and the Committee or any individuals to whom it has delegated duties or powers as aforesaid
may employ one or more individuals to render advice with respect to any responsibility the Committee or such
individuals may have under this Plan. Subject to applicable law, the Committee may authorize one or more
officers of the Company to do one or more of the following on the same basis as can the Committee: (a) designate
Employees to be recipients of Awards; (b) designate Third Party Service Providers to be recipients of Awards;
and (c) determine the size of and make any such Awards; provided, however, (i) the Committee shall not delegate
such responsibilities to any such officer for Awards granted to a Nonemployee Director or an Employee who is
considered an Insider; (ii) the Committee shall not delegate any duties required to be taken by the Committee to
comply with Code Section 162(m); and (iii) the officer(s) shall report periodically to the Committee regarding the
nature and scope of the Awards granted pursuant to the authority delegated.