Big Lots 2013 Annual Report Download - page 115

A-21
ARTICLE 16. SUBSTITUTION AWARDS
Awards may be granted under the Plan from time to time in substitution for stock options and other awards
held by employees or directors of other entities who are about to become Employees, whose employer is about
to become an Affiliate as the result of a merger or consolidation of the Company or its Affiliate with another
corporation, or the acquisition by the Company or its Affiliate of substantially all the assets of another corporation,
or the acquisition by the Company or its Affiliate of at least fifty percent (50%) of the issued and outstanding
stock of another corporation as the result of which such other corporation will become a subsidiary. The terms and
conditions of the substitute Awards so granted may vary from the terms and conditions set forth in the Plan to such
extent as the Board at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of
the award in substitution for which they are granted to ensure that the requirements imposed under Code Section
409A and 424, to the extent applicable, are satisfied.
ARTICLE 17. DIVIDEND-EQUIVALENT RIGHTS
Any Participant selected by the Committee may be granted Dividend-Equivalent Rights (in connection with
any Award other than an Option of SAR) based on the dividends declared on Shares that are subject to the Award
to which they relate, to be credited as of dividend payment dates, during the period between the date the Award
is granted and the date the Award is exercised, vests or expires, as determined by the Committee. Such Dividend-
Equivalent Rights shall be converted to cash or additional Shares by such formula and at such time and subject
to such limitations as may be determined by the Committee. Notwithstanding the foregoing, if any Award for
which Dividend-Equivalent Rights have been granted has its vesting or grant dependent upon the achievement of
one or more performance goals, then the Dividend-Equivalent Rights shall accrue and only be paid to the extent
the Award becomes vested. Under no circumstances may Dividend-Equivalent Rights be granted for any Option
or SAR.
ARTICLE 18. BENEFICIARY DESIGNATION
Each Participant under this Plan may, from time to time, name any beneficiary or beneficiaries (who may
be named contingently or successively) to whom any benefit under this Plan is to be paid in case of his death
before he receives any or all of such benefit. Each such designation shall revoke all prior designations by the same
Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant
in writing with the Company during the Participant’s lifetime. In the absence of any such beneficiary designation,
benefits remaining unpaid or rights remaining unexercised at the Participant’s death shall be paid to or exercised by
the Participant’s executor, administrator, or legal representative.
ARTICLE 19. RIGHTS OF PARTICIPANTS
19.1 Employment/Service. Nothing in this Plan or an Award Agreement shall interfere with or limit in
any way the right of the Company or its Affiliates to terminate any Participant’s employment or service on the
Board or to the Company or its Affiliates at any time or for any reason, nor confer upon any Participant any right
to continue his employment or service as a Director or Third Party Service Provider for any specified period of
time. Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the
Company or any of its Affiliates and, accordingly, subject to Article 3 (Administration) and Article 21 (Amendment,
Modification, Suspension, and Termination), this Plan and the benefits hereunder may be terminated at any time in
the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company
or its Affiliates. Nothing contained herein shall be deemed to alter the relationship between the Company or an
Affiliate and a Participant, or the contractual relationship between a Participant and the Company or an Affiliate if
there is a written contract regarding such relationship.