Big Lots 2013 Annual Report Download - page 119

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24.6 No Limitation on Compensation. Nothing in the Plan shall be construed to limit the right of the
Company to establish other plans or to pay compensation to its employees, in cash or property, in a manner which
is not expressly authorized under the Plan.
24.7 Investment Representations. The Committee may require any individual receiving Shares pursuant
to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares for
investment and without any present intention to sell or distribute such Shares.
24.8 Employees Based Outside of the United States. Notwithstanding any provision of this Plan to the
contrary, in order to comply with the laws in other countries in which the Company or its Affiliates operate or have
Employees, Directors or Third Party Service Providers, the Committee, in its sole discretion, shall have the power
and authority to:
(a) Determine which Affiliates shall be covered by this Plan;
(b) Determine which Employees, Directors and/or Third Party Service Providers outside the
United States are eligible to participate in this Plan;
(c) Modify the terms and conditions of any Award granted to Employees, Directors and/or Third
Party Service Providers outside the United States to comply with applicable foreign laws;
(d) Establish subplans and modify exercise procedures and other terms and procedures, to the
extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures
established under this Section 24.8 (General Provisions/Employees Based Outside of the United States) by the
Committee shall be attached to this Plan document as appendices; and
(e) Take any action, before or after an Award is made, that it deems advisable to obtain approval
or comply with any necessary local government regulatory exemptions or approvals.
Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be
granted, that would violate applicable law.
24.9 Uncertificated Shares. To the extent that this Plan provides for issuance of certificates to reflect
the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not
prohibited by applicable law or the rules of any stock exchange.
24.10 Unfunded Plan. It is intended that this Plan be an “unfunded” plan for incentive compensation. The
Committee may authorize the creation of trusts or other arrangements to meet the obligations created under this
Plan to deliver Shares or make payments; provided, however, that, unless the Committee otherwise determines, the
existence of such trusts or other arrangements is consistent with the “unfunded” status of this Plan and Participants
shall have no right, title, or interest whatsoever in or to any investments that the Company or its Affiliates may
make to aid it in meeting its obligations under this Plan.
24.11 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Plan or any
Award. The Committee shall determine whether cash, Awards, or other property shall be issued or paid in lieu of
fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated
(i.e., rounded down to the nearest whole Share).
24.12 No Impact on Benefits. Except as may otherwise be specifically stated under any employee benefit
plan, policy or program, no amount payable in respect of any Award shall be treated as compensation for purposes
of calculating a Participant’s right under any such plan, policy or program.
24.13 Compliance with Code Section 409A.
(a) In General. The Plan is intended to be administered in a manner consistent with
the requirements, where applicable, of Code Section 409A. All Award Agreements shall be construed and
administered such that the Award either (i) qualifies for an exemption from the requirements of Code Section 409A
or (ii) satisfies the requirements of Code Section 409A. To the extent that any provision of the Plan or an Award
Agreement would cause a conflict with the requirements of Code Section 409A, or would cause the administration
of the Plan or an Award to fail to satisfy the requirements of Code Section 409A, such provision shall be deemed
amended to the extent practicable to avoid adverse tax consequences under Code Section 409A for the Participant
(including his or her beneficiaries). In no event shall a Participant, directly or indirectly, designate the calendar