Big Lots 2013 Annual Report Download - page 117

A-23
ARTICLE 21. AMENDMENT, MODIFICATION, SUSPENSION, AND TERMINATION
21.1 Amendment, Modification, Suspension, and Termination. Subject to Section 21.3 (Amendment,
Modification, Suspension, and Termination/Awards Previously Granted) and Section 21.5 (Amendment,
Modification, Suspension, and Termination/Repricing Prohibition), the Committee may, at any time and from
time to time, alter, amend, modify, suspend, or terminate this Plan and/or any Award Agreement in whole or in
part; provided, however, that no material amendment of this Plan shall be made without shareholder approval if
shareholder approval is required by law, regulation, or stock exchange rule.
21.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.
Except to the extent prohibited under Code Sections 409A and 424, to the extent applicable, the Committee may
make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (other than those described in Section 4.4 (Shares Subject to this Plan and Award Limitations/
Adjustments in Authorized Shares) hereof), affecting the Company or the financial statements of the Company
or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that
such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential
benefits intended to be made available under this Plan. The determination of the Committee as to the foregoing
adjustments, if any, shall be conclusive and binding on Participants under this Plan.
21.3 Awards Previously Granted. Notwithstanding any other provision of this Plan to the contrary (other
than Section 21.4 (Amendment, Modification, Suspension, and Termination/Amendment to Conform to Law)), no
termination, amendment, suspension, or modification of this Plan or an Award Agreement shall adversely affect
in any material way any Award previously granted under this Plan, without the written consent of the Participant
holding such Award.
21.4 Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the contrary,
the Board of Directors may amend the Plan or an Award Agreement, to take effect retroactively or otherwise, as
deemed necessary or advisable for the purpose of (a) conforming the Plan or an Award Agreement to any present or
future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A to the extent
applicable), and to the administrative regulations and rulings promulgated thereunder; (b) permitting the Company
or its Affiliates to receive a tax deduction under applicable law; or (c) avoiding an expense charge to the Company
or its Affiliates. By accepting an Award under this Plan, a Participant consents to any amendment made pursuant
to this Section 21.4 (Amendment, Modification, Suspension, and Termination/Amendment to Conform to Law) to
any Award granted under the Plan without further consideration or action.
21.5 Repricing Prohibition. Except to the extent (a) approved by the Company’s shareholders, or
(b) provided in Section 4.4 (Shares Subject to this Plan and Award Limitations/Adjustments in Authorized Shares),
the Committee shall not have the power or authority to reduce, whether through amendment or otherwise, the
Exercise Price or the Grant Price of any outstanding Option or SAR or to grant any new Award, or make any cash
payment, in substitution for or upon the cancellation of Options or SARs previously granted.
21.6 Reload Prohibition. Regardless of any other provision of the Plan, no Participant will be entitled
to (and no Committee discretion may be exercised to extend to any Participant) an automatic grant of additional
Awards in connection with the exercise of an Option or otherwise.
ARTICLE 22. WITHHOLDING
22.1 Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require
a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, provincial, and local
taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising
as a result of this Plan. As soon as practicable after the date as of which the amount first becomes includible in the
gross income of the Participant (but no later than the last business day of the calendar quarter during which the
amount first becomes includible in gross income), the Participant shall pay to the Company or an Affiliate (or other
entity identified by the Committee), or make arrangements satisfactory to the Company or other entity identified
by the Committee regarding the payment of any federal, state, provincial, or local taxes of any kind (including any
employment taxes) required by law to be withheld with respect to such income. The obligations of the Company