Big Lots 2011 Annual Report Download - page 31

- 17 -
Of this number, no more than 7,750,000 common shares may be issued pursuant to grants of ISOs during the term
of the 2012 LTIP. A participant may receive multiple Awards under the 2012 LTIP. Awards shall be limited to the
following per participant annual fiscal year amounts:
Award Type Annual Limit per Participant
Stock Options 2,000,000 common shares
SARs 2,000,000 common shares
Restricted Stock 1,000,000 common shares
Restricted Stock Units 1,000,000 common shares
Deferred Stock Units 1,000,000 common shares
Performance Shares, Performance Share Units and
Performance Units 1,000,000 common shares or equivalent value
Cash-Based Awards The greater of $7,000,000 or the value of
1,000,000 common shares
Other Stock-Based Awards 1,000,000 common shares
The common shares available for issuance under the 2012 LTIP will be our authorized but unissued common
shares and treasury shares. Subject to the terms of the 2012 LTIP, common shares covered by an Award will
only be counted as used to the extent they are actually issued. To the extent that any Award payable in common
shares (1) terminates by expiration, forfeiture, cancellation, or otherwise without the issuance of such common
shares, (2) is settled in cash in lieu of common shares, or (3) is exchanged with the Committee’s permission prior
to the issuance of common shares for Awards not involving common shares, the common shares covered thereby
may again be made subject to Awards under the 2012 LTIP. However, common shares which are (a) not issued
or delivered as a result of the net settlement of a stock option or stock-settled SAR, (b) withheld to satisfy tax
withholding obligations on a stock option or SAR issued under the 2012 LTIP, (c) tendered to pay the exercise price
of a stock option or the grant price of a SAR under the 2012 LTIP, or (d) repurchased on the open market with the
proceeds of a stock option exercise will no longer be eligible to be again available for grant under the 2012 LTIP.
Eligibility and Participation
All of our and our affiliates’ employees, outside directors and consultants will be eligible to participate in the 2012
LTIP. As of March 15, 2012, we and our affiliates had approximately 37,000 employees and eight outside directors.
In fiscal 2011, approximately 95 employees, eight outside directors and no consultants received equity incentive
awards, although this may vary from year to year. From time to time, the Committee will determine who will be
granted Awards, the number of shares subject to such grants, and all other terms of Awards.
Types of Awards
Since June 2008, equity compensation awards to employees have been limited to NQSOs and restricted stock and
equity compensation awards to outside directors have been limited to restricted stock, although the 2005 LTIP
authorizes the grant of ISOs, NQSOs, SARs, restricted stock, restricted stock units and performance unit awards.
The 2012 LTIP also provides a broad variety of Awards to preserve flexibility. The types of Awards that may be
issued under the 2012 LTIP are described below.
Stock Options
Stock options granted under the 2012 LTIP may be either NQSOs or ISOs. The exercise price of any stock option
granted may not be less than the fair market value of the Company’s common shares on the date the stock option
is granted. The stock option exercise price is payable (1) in cash, (2) by tendering previously acquired common
shares (subject to the satisfaction of the holding period set forth in the 2012 LTIP) having an aggregate fair value
at the time of exercise equal to the exercise price, (3) through a broker-assisted cashless exercise, or (4) by any
combination of the foregoing.