Big Lots 2013 Annual Report Download - page 125

B-1
BIG LOTS 2006 BONUS PLAN
1. NAME
1.01. The Big Lots 2006 Bonus Plan (the “Plan”) was originally established by Big Lots, Inc.,
effective as of January 29, 2006 (the “Effective Date”), subject to approval by the Company’s
shareholders no later than June 1, 2006. The Plan was firsthas been amended and restated
effective December 4, 2008 and May 27, 2010. The Plan is, subject to approval by the Company’s
shareholders, hereby amended and restated a secondthird time, effective May 27, 201029, 2014
(the “Restatement Effective Date”).
2. PURPOSE
2.01. The Plan is designed to: (a) assist the Company and its Affiliates in attracting, retaining and
motivating employees; (b) align Participants’ interests with those of the Company’s shareholders;
and (c) qualify compensation paid to Participants who are “Covered Associates” as “qualified
performance-based compensation” within the meaning of section 162(m) of the IRC or a
successor provision.
3. DEFINITIONS
3.01. “Acquired Corporation” has the meaning ascribed in Section 3.07.
3.02. “Affiliate” means any person with whom the Company would be considered a single employer
under IRC section 414(b) or (c).
3.03. “Base Salary” means as to a Performance Period a Participant’s actual annualized gross salary
rate (currently known as regular pay) in effect on the Determination Date. Such salary shall be
before: (a) deductions for taxes and benefits; and (b) deferrals of salary pursuant to Company-
sponsored plans.
3.04. “Beneficiary” means the person or persons entitled to receive the interest of a Participant in the
event of the Participant’s death.
3.05. “Board” means the Board of Directors of the Company.
3.06. “Bonus” means a payment subject to the provisions of this Plan.
3.07. “Change of Control” means any one or more of the following events: (a) the acquisition by any
person (as defined under IRC section 409A), or more than one person acting as a group (as
defined under IRC section 409A), of stock of the Company that, together with stock held by such
person or group, constitutes more than 50 percent of the total fair market value or total voting
power of the Company; (b) the acquisition by an person or group, within any 12 month period,
of stock of the Company possessing 30 percent or more of the total voting power of all of the
stock of the Company; (c) a majority of the Board then in office is replaced within any period
of 12 months or less by directors not nominated and approved by a majority of the directors in
office at the beginning of such period (or their successors so nominated and approved); or d)
the acquisition by any person, or more than one person acting as a group, within any 12 month
period, of assets from the Company that have a total gross fair market value equal to or more than
40 percent of the total gross fair market value of all of the assets of the Company immediately
prior to such acquisition or acquisitions. This definition of Change of Control under this Section
3.07 shall be interpreted in a manner that is consistent with the definition of “change in control
event” under IRC section 409A and the Treasury Regulations promulgated thereunder. Provided,
however, the other provisions of this Section 3.07 notwithstanding, the term “Change of Control”
shall not mean any merger, consolidation, reorganization, or other transaction in which the
Company exchanges or offers to exchange newly-issued or treasury Common Shares representing