Big Lots 2013 Annual Report Download - page 114

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Performance-Based Awards, a description of the business criteria on which the performance goal is based, and
either the maximum amount of compensation that could be paid to any employee or the formula used to calculate
the amount of compensation to be paid to the employee if the performance goal is attained.
ARTICLE 14. TRANSFERABILITY OF AWARDS
During a Participant’s lifetime, his or her Awards shall be exercisable only by the Participant (or by the
Participant’s legal representative in the event of the Participant’s incapacity). Awards shall not be transferable other
than by will or the laws of descent and distribution; no Awards shall be subject, in whole or in part, to attachment,
execution, or levy of any kind; and any purported transfer in violation hereof shall be null and void.
ARTICLE 15. IMPACT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS
15.1 In General. Unless otherwise determined by the Committee and set forth in the Award Agreement,
upon a Participant’s Termination of Employment or Service with or to the Company or an Affiliate, for any reason
whatsoever, except as otherwise set forth in this Article 15 (Impact of Termination of Employment or Service on
Awards), in an Award Agreement or, with the consent of such individual, as determined by the Committee at any
time prior to or after such termination, Awards granted to such Participant will be treated as follows:
(a) Any Options and SARs will (i) to the extent not vested and exercisable as of the date of
such Termination of Employment or Service with or to the Company or an Affiliate, terminate on the date of such
termination, and (ii) to the extent vested and exercisable as of the date of such Termination of Employment or
Service with or to the Company or an Affiliate, remain exercisable for a period of one (1) year following the date of
such termination (but in no event beyond the maximum term of such Award); provided, however, that a Participant
may not exercise an ISO more than three (3) months following the date of such termination for any reason other
than death or Disability (but in no event beyond the maximum term of such Award).
(b) Any unvested portion of any Restricted Stock, Restricted Stock Units, or Deferred Stock
Units will be immediately forfeited.
(c) Any Performance Shares, Performance Share Units, or Performance Units will be
immediately forfeited and terminate.
(d) Any other Awards, including, but not limited to, Cash-Based Awards and Other Stock-Based
Awards, to the extent not vested will be immediately forfeited and terminate.
15.2 Upon Termination of Employment or Service in Connection with a Change in Control. Except
as otherwise provided in an Award Agreement, upon a Termination of Employment or Service in connection with a
change in control, Awards granted to a Participant will be treated as set forth in Article 20 (Change in Control).
15.3 Bona Fide Leave. Notwithstanding the fact that a Participant’s employment ostensibly terminates
and except as otherwise provided in an Award Agreement, if the Participant is on a bona fide leave of absence,
as defined in Treas. Reg. Section 1.409A-1(h)(1), then the Participant will be treated as having a continuing
employment relationship (and not as having terminated employment for purposes of this Plan) so long as the period
of the leave does not exceed six (6) months, or if longer, so long as the Participant retains a right to reemployment
with the Company or an Affiliate under an applicable statute or by contract.
15.4 Change in Participant Status. If a Participant changes status from an Employee, Director, or Third
Party Service Provider to an Employee, Director, and/or Third Party Service Provider, without interruption, the
Committee, in its sole discretion, may permit any Award held by such Participant at the time of such change in
status to be unaffected by such status change; provided, however, that an ISO held by an Employee shall be treated
as a NQSO on the first (1st) day that is three (3) months after the date that the Participant ceases to be an Employee.