Big Lots 2013 Annual Report Download - page 126

B-2
20 percent or more, but less than 50 percent, of the outstanding equity securities of the Company
entitled to vote for the election of directors, for 51 percent or more of the outstanding equity
securities entitled to vote for the election of at least the majority of the directors of a corporation
other than the Company or an Affiliate (the “Acquired Corporation”), or for all or substantially
all of the assets of the Acquired Corporation.
3.08. “Committee” means the Compensation Committee of the Board, which shall consist of not less
than three (3) members of the Board each of whom is a “non-employee director” as defined in
Securities and Exchange Commission Rule 16b-3(b)(3)(i), or as such term may be defined in
any successor regulation under Section 16 of the Exchange Act. In addition, each member of
the Committee shall be an outside director within the meaning of IRC section 162(m). For any
sections of this Plan that require action by the Committee, “Committee” means at least a majority
of the members of the Compensation Committee of the Board.
3.09. “Common Shares” means the common shares of the Company, its successors and assigns.
3.10. “Company” means Big Lots, Inc., an Ohio Corporation, its successors and assigns and any
corporation which shall acquire substantially all its assets.
3.11. “Conditional Payment” means prepaying a Bonus before the date of current payment in Section
6.02 and subjects the prepayment (or a portion thereof) to possible return to the Company.
3.12. “Covered Associate” means any Participant who is expected to be a “covered employee” (in
the Fiscal Year the Bonus is expected to be payable) as defined in IRC section 162(m) and the
regulations thereunder.
3.13. “Deferred Bonus Account” means the bookkeeping account established under Section 6.04.
3.14. “Determination Date” means as to a PerformanceRequisite Service Period: (a) the first day of the
PerformanceRequisite Service Period; or (b) such other date set by the Committee provided such
date will not jeopardize the Plan’s Bonus as qualified performance-based compensation under
IRC section 162(m).
3.15. “Eligible Position” means an employment position with the Company or an Affiliate which
provides the employee in the position the opportunity to participate in the Plan. The Committee
(or its designee) determines Eligible Positions.
3.16. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
3.17 “Final Pre-Establishment Date” means the last day a performance condition may be considered
pre-established under IRC section 162(m). As of the Restatement Effective Date, a performance
objective shall be considered pre-established if the Committee establishes the performance
goal in writing not later than 90 days after the commencement of the Requisite Service Period
(or before 25% of the Requisite Service Period has elapsed) and when the outcome of the
performance goal is substantially uncertain.
3.18. “Fiscal Year” means the fiscal year of the Company (currently comprised of a 52/53 week fiscal
year which ends on the Saturday nearest to January 31).
3.1819. “Fiscal Year Bonus” means any Bonus relating to a period of service coextensive with one or
more consecutive Fiscal Years, of which no amount is paid or payable during the Fiscal Year(s)
constituting the period of service.