Big Lots 2007 Annual Report Download - page 77

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- 5 -
- 5 -
As amended and restated effective May 29, 2008.
full or partial payment to the Company upon exercise of Awards granted under thisthe Plan; (2) Common Shares
reserved for issuance upon grant of SARs, to the extent the number of reserved shares exceeds the number of shares
actually issued upon exercise of the SARs, and (3) Common Shares withheld by, or otherwise remitted to, the
Company to meet the obligations described in Section 13.4.
4.3Restrictions on Common Shares. Common Shares issued upon exercise of an Award shall be subject to the
terms and conditions specified herein and to such other terms and conditions as the Committee, in its discretion, may
determine or provide in the Award Agreement. The Company shall not be required to issue or deliver any
certificates for Common Shares, cash or other property prior to (1) the completion of any registration or
qualification of such shares under federal, state or other law or any ruling or regulation of any government body
which the Committee determines to be necessary or advisable; and (2) the satisfaction of any applicable withholding
obligation in order for the Company or an Affiliate to obtain a deduction or discharge its legal obligation with
respect to the exercise of an Award. The Company may cause any certificate (or other representation of title) for any
Common Shares to be delivered to be properly marked with a legend or other notation reflecting any limitations on
transfer of such Common Shares as provided in thisthe Plan or as the Committee may otherwise require. The
Committee may require any person exercising an Award to make such representations and furnish such information
as the Committee may consider appropriate in connection with the issuance or delivery of the Common Shares in
compliance with applicable law or otherwise.
4.4Restrictions on Full Value Awards. The maximum aggregate number of shares of Restricted Stock, Restricted
Stock Units and Performance Units that may be issued under thisthe Plan shall not exceed 33-1/3 percent of all
awards granted pursuant to thisthe Plan.
4.5ISO Restriction. The maximum aggregate number of shares that may be granted under thisthe Plan through the
exercise of ISOs shall be five million (5,000,000).
4.6Shareholder Rights. Except as expressly provided in the Plan or Award Agreement, no Participant will have any
rights as a shareholder with respect to Common Shares subject to an Award until, after proper transfer of the
Common Shares subject to the Award or other action required, the shares have been recorded on the Company’s
official shareholder records as having been issued and transferred. Upon grant of Restricted Stock, or exercise of an
Option or a SAR, or payment of any other Award or any portion thereof to be made in Common Shares, the
Company will have a reasonable period (but not more than 2½ two and one-half months after the exercise or
settlement date) in which to issue and transfer the shares, and the Participant will not be treated as a shareholder for
any purpose whatsoever prior to such issuance and transfer, except as provided in the Plan or Award Agreement.
Unless specifically provided in the Plan or Award Agreement, no adjustment shall be made for cash dividends or
other rights for which the record date is prior to the date such shares are recorded as issued and transferred in the
Company’s official shareholder records.
4.7Effect of Certain Changes. In the event of any Company share dividend, share split, combination or exchange of
Common Shares, recapitalization or other similar change in the capital structure of the Company, corporate
separation, or division of the Company (including, but not limited to, a split-up, spin-off, split-off or distribution to
Company shareholders other than a normal cash dividend), reorganization, rights offering, a partial or complete
liquidation, or any other corporate transaction, Company securities offering, or event involving the Company and
having an effect similar to any of the foregoing, the Committee may shall make appropriate equitable adjustments or
substitutions as described below in this sSection 4.7. The adjustments or substitutions may relate to the number of
Common Shares available for Awards under the Plan, the number of Common Shares covered by outstanding
Awards, the exercise price per share of outstanding Awards and any other characteristics or terms of the Awards as
the Committee may deems necessary or appropriate to reflect equitably the effects of such changes to the
Participants. Any adjustment or substitution made pursuant to this Section 4.7 shall be made in accordance with the
requirements of Code §§ 409A and 424, to the extent applicable.
ARTICLE V
ELIGIBILITY
5.1Eligibility. In the Committee’s discretion, any salaried employee, consultant or advisor to the Company or its
Affiliates or any member of the Board(other than a member of the Board who also is not a salaried employee) may
be a Participant, provided such eligibility would not jeopardize the Plan’s compliance with Rule 16b-3 under the
Exchange Act or any successor rule. For purposes of this the Plan, a consultant or advisor shall be eligible only if