Big Lots 2011 Annual Report Download - page 93

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8.3 Other Conditions and Restrictions. The Committee may impose such other conditions and/or
restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to this Plan as it may
deem advisable or desirable. Such conditions and restrictions may include, but shall not be limited to, without
limitation, a requirement that the Participant pay a stipulated purchase price for each Share of Restricted Stock or
each Restricted Stock Unit, restrictions based upon the achievement of specific performance goals, acceleration of
a Restriction Period based on the achievement of performance goals, time-based restrictions on vesting following
the attainment of the performance goals, time-based restrictions, and/or restrictions under applicable laws or
under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding
requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock or
Restricted Stock Units.
To the extent deemed appropriate by the Committee, the Company may retain the certificates representing
Shares of Restricted Stock in the Company’s possession until such time as all conditions and/or restrictions
applicable to such Shares have been satisfied or lapse. Except as otherwise provided in this Article 8 (Restricted
Stock and Restricted Stock Units), Shares of Restricted Stock covered by each Restricted Stock Award shall
become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have
been satisfied or lapse (including satisfaction of any applicable tax withholding obligations), and Restricted Stock
Units shall be settled in cash, Shares, or a combination of cash and Shares as the Committee, in its sole discretion
shall determine.
8.4 Certificate Legend. In addition to any legends placed on certificates pursuant to Section 8.3
(Restricted Stock and Restricted Stock Units/Other Conditions and Restrictions), each certificate representing
Shares of Restricted Stock granted pursuant to this Plan may bear a legend such as the following or as otherwise
determined by the Committee in its sole discretion:
“The sale or transfer of Shares of stock represented by this certificate, whether voluntary, involuntary, or by
operation of law, is subject to certain restrictions on transfer as set forth in the Big Lots 2012 Long-Term Incentive
Plan, and in the associated Award Agreement. A copy of this Plan and such Award Agreement may be obtained
from Big Lots, Inc.”
8.5 Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award
Agreement, to the extent permitted or required by law, as determined by the Committee, Participants holding
Shares of Restricted Stock granted hereunder shall have the right to exercise full voting rights with respect to
those Shares during the Period of Restriction. Unless otherwise determined by the Committee and set forth in
a Participant’s Award Agreement, a Participant receiving a Restricted Stock Award will have, with respect to
the Restricted Stock, all of the rights of a shareholder of the Company holding the class of Shares that is the
subject of the Restricted Stock, including, if applicable, the right to vote the shares and the right to receive any
Dividend-Equivalent Rights pursuant to Article 17 (Dividend-Equivalent Rights) of this Plan. Any dividends paid
on Restricted Stock will be subject to the same restrictions that affect the Restricted Stock with respect to which
the dividend was paid. Dividends paid out of escrow will be treated as remuneration for employment unless an
election has been made under Section 8.6 (Restricted Stock and Restricted Stock Units/Section 83(b) Election). A
Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder. A Participant
shall have no dividend rights with respect to any Restricted Stock Units granted hereunder unless the Participant is
also granted Dividend-Equivalent Rights.
8.6 Section 83(b) Election. The Committee may provide in an Award Agreement that the Award of
Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect
to the Award under Code Section 83(b). If a Participant makes an election pursuant to Code Section 83(b)
concerning a Restricted Stock Award, the Participant shall be required to file promptly a copy of such election with
the Company.
Article 9. Deferred Stock Units
9.1 In General. The Committee may, in accordance with the requirements of Code Section 409A, permit
an Employee or Director to elect to defer receipt of all or a portion of his annual compensation, annual incentive
bonus and/or long-term compensation (other than Options or SARs) (“Deferred Annual Amount”) payable by the
Company or an Affiliate and receive in lieu thereof an Award of elective Deferred Stock Units equal to the number