Big Lots 2013 Annual Report Download - page 118

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under this Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall,
to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to
the Participant.
22.2 Share Withholding. With respect to withholding required upon the exercise of Options or SARs,
upon the lapse of restrictions on Restricted Stock and Restricted Stock Units, or upon the achievement of
performance goals related to Performance Shares, or any other taxable event arising as a result of an Award granted
hereunder, unless the Participant has elected, with the approval of the Committee, to satisfy the withholding
requirement, in whole or in part, by paying the taxes in cash or transferring to the Company Shares owned by the
Participant that would satisfy the minimum statutory total tax (but no more than such minimum) with respect to the
Company’s withholding obligation, the Participant shall be deemed to have elected to have the Company withhold
a number of Shares that would satisfy the minimum statutory total tax (but no more than the such minimum) that
could be imposed on the transaction. All such elections shall be irrevocable, made by the Participant in a manner
approved by the Committee, and shall be subject to any restrictions or limitations that the Committee, in its sole
discretion, deems appropriate.
ARTICLE 23. SUCCESSORS
All obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on
any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. All
obligations imposed upon a Participant, and all rights granted to the Company hereunder, shall be binding upon
each Participant’s heirs, legal representatives, and successors.
ARTICLE 24. GENERAL PROVISIONS
24.1 Recovery of Compensation. Any Award issued under this Plan will be subject to any clawback
policy developed by the Board of Directors or the Committee that is consistent with applicable law, whether such
Award was granted before or after the effective date of any such clawback policy.
24.2 Legend. The certificates for Shares may include any legend which the Committee deems appropriate
to reflect any restrictions on transfer of such Shares.
24.3 Gender and Number. Except where otherwise indicated by the context, any masculine term used
herein also shall include the feminine, the singular shall include the plural, and the plural shall include the singular.
24.4 Severability. In the event that any one or more of the provisions of this Plan shall be or become
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not be affected thereby.
24.5 Compliance with Legal and Exchange Requirements. The Plan, the granting and exercising of
Awards thereunder, and any obligations of the Company under the Plan, shall be subject to all applicable federal
and state laws, rules, and regulations, and to such approvals by any regulatory or governmental agency as may be
required, and to any rules or regulations of any stock exchange on which the Shares are listed. The Company, in
its discretion, may postpone the granting and exercising of Awards, the issuance or delivery of Shares under any
Award or any other action permitted under the Plan to permit the Company, with reasonable diligence, to complete
such stock exchange listing or registration or qualification of such Shares or other required action under any federal
or state law, rule, or regulation and may require any Participant to make such representations and furnish such
information as it may consider appropriate in connection with the issuance or delivery of Shares in compliance
with applicable laws, rules, and regulations. The Company shall not be obligated by virtue of any provision of
the Plan to recognize the exercise of any Award or to otherwise sell or issue Shares in violation of any such laws,
rules, or regulations, and any postponement of the exercise or settlement of any Award under this provision shall
not extend the term of such Awards. Neither the Company nor its Affiliates, or the directors or officers of any
such entities, shall have any obligation or liability to a Participant with respect to any Award (or Shares issuable
thereunder) that shall lapse because of such postponement.