Big Lots 2013 Annual Report Download - page 33

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Effect of Change in Control
Awards under the 2012 LTIP are generally subject to special provisions upon the occurrence of a change in
control (as defined in the 2012 LTIP). For Awards granted under the 2012 LTIP, if a change in control occurs,
then: (1) all outstanding stock options and SARs under the 2012 LTIP shall become fully exercisable; (2) all
remaining restrictions applicable to restricted stock and restricted stock units shall lapse and such restricted
stock and restricted stock units shall become free of restrictions, fully vested and transferable or redeemed, as
applicable; (3) all performance goals or other conditions applicable to performance shares, performance share
units or performance units shall be deemed satisfied in full and the common shares or cash subject to such Award
shall be fully distributable; (4) any remaining restrictions, performance goals or other conditions applicable to
deferred stock units shall be deemed to be satisfied in full with the common shares or cash subject to such Award
being fully distributable; and (5) all outstanding other stock-based awards or cash-based awards shall become
fully vested. Payments under Awards that become subject to the excess parachute rules of Section 280G of the
IRC may be reduced under certain circumstances. See the “Tax Treatment of Awards — Sections 280G and 4999”
subsection below for more details.
Limited Transferability
All Awards or common shares subject to an Award under the 2012 LTIP are nontransferable except upon death,
either by the participant’s will or the laws of descent and distribution or through a beneficiary designation, and
Awards are exercisable during the participant’s lifetime only by the participant (or by the participant’s legal
representative in the event of the participant’s incapacity).
Adjustments for Corporate Changes
In the event of a reorganization, recapitalization, merger, spin-off, stock split or other specified changes affecting
us or our capital structure, the Committee is required to make equitable adjustments that reflect the effects of such
changes to the participants. Such adjustments may relate to the number of our common shares available for grant,
as well as to other maximum limitations under the 2012 LTIP (e.g., exercise prices and number of Awards), and the
number of our common shares or other rights and prices under outstanding Awards.
Term, Amendment and Termination
The 2012 LTIP will expire on May 23, 2022, unless terminated earlier by the Board. Although the Board or the
Committee may amend or alter the 2012 LTIP, it may not do so without shareholder approval of any amendment
or alteration to the extent shareholder approval is required by law, regulation or stock exchange rule. In addition,
any amendment, alteration or termination of the 2012 LTIP or an Award agreement may not adversely affect any
outstanding Award to a participant without the consent of that participant other than amendments for the purpose
of (1) causing the 2012 LTIP to comply with applicable law, (2) permitting us to receive a tax deduction under
applicable law, or (3) avoiding an expense charge to us or our affiliates.
Repricing
The 2012 LTIP does not permit the repricing of Awards without the approval of shareholders or the granting of
Awards with a reload feature.